C CUBE MICROSYSTEMS INC, S-8, 1997-01-14

C CUBE MICROSYSTEMS INC
S-8, 1997-01-14
COMPUTER PERIPHERAL EQUIPMENT, NEC

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<PAGE>

As filed with the Securities and Exchange Commission on January 14, 1997
Registration No. 33-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
----------------------

FORM S-8
----------------------

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

C-CUBE MICROSYSTEMS INC.
(Exact name of issuer as specified in its charter)

DELAWARE 77-0192108
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

1778 McCARTHY BLVD.
MILPITAS, CA 95035
(Address of principal executive offices)

----------------------
C-CUBE MICROSYSTEMS INC.
EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Full title of the plan)

----------------------
JAMES G. BURKE
VICE PRESIDENT OF FINANCE AND ADMINISTRATION,
CHIEF FINANCIAL OFFICER AND SECRETARY
C-CUBE MICROSYSTEMS INC.
1778 McCARTHY BLVD.
MILPITAS, CA 95035
(408) 944-6300
(Name, address and telephone number of agent for service)

----------------------
Copy to:
Aaron J. Alter, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304

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<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Common Stock

C-Cube Microsystems Inc.
Employee Savings and
Investment Plan 50,000 $37.875 $1,893,750.00 $574.00

Interests in the
C-Cube Microsystems Inc.
Employee Savings and
Investment Plan (2)

- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the prices of the
Company's Common Stock as reported on the Nasdaq National Market on
January 9, 1997.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

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

-2-

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

C-Cube Microsystems Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.

(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 0-23596), filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's Registration Statement on Form S-8
(Registration Nos. 33-81718, 33-89474 and 333-2812, 333-03677, 333-03877 and
333-03881).

All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While
the relevant statute does not change directors' duty of care, it enables
corporations

-3-

<PAGE>

to limit available relief to equitable remedies such as injunction or
rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any
transaction from which a director derives an improper personal benefit. The
Company has adopted provisions in its Certificate of Incorporation which
eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty
of care. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by the
General Corporation Law of the State of Delaware, the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under Delaware Law. Section 145 of the General
Corporation Law of the State of Delaware provides for indemnification in
terms sufficiently broad to indemnify such individuals, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act of 1933.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

4.1(a) C-Cube Microsystems Inc. Employee Savings and Investment Plan
(001 - Adoption Agreement)

4.1(b) C-Cube Microsystems Inc. Employee Savings and Investment Plan
(02 - Basic Plan Document)

4.2 Summary Plan Description for the C-Cube Microsystems Inc.
Employee Savings and Investment Plan

23.1 Consent of Independent Auditors

23.2 Consent of Counsel

24.1 Power of Attorney

ITEM 9. UNDERTAKINGS

(a) RULE 415 OFFERING 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;

-4-

<PAGE>

(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 (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(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) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE

The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

-5-

<PAGE>

(d) The registrant undertakes to submit or has submitted The C-Cube
Microsystems Inc.Employee Savings and Investment Plan (the "Plan") and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan.

-6-

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on this 13th day of
January, 1997.

C-CUBE MICROSYSTEMS INC.

By: /S/ JAMES G. BURKE
---------------------------------------------
James G. Burke
Vice President of Finance and Administration,
Chief Financial Officer and Secretary

-7-

<PAGE>

EXHIBIT INDEX

Exhibit Edgar Header
Number Document Number
- ------- ---------------

4.1(a) C-Cube Microsystems Inc. Employee Savings Doc. 2
and Investment Plan
(001 - Adoption Agreement)

4.1(b) C-Cube Microsystems Inc. Employee Savings Doc. 3
and Investment Plan
(02 - Basic Plan Document)

4.2 Summary Plan Description for the Doc. 4
C-Cube Microsystems Inc.
Employee Savings and Investment Plan

23.1 Consent of Independent Auditors Doc. 5

23.2 Consent of Counsel Doc. 6

24.1 Power of Attorney Doc. 7

<PAGE>

EXHIBIT 4.1(a)

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

THE SCHWAB PLAN-TM-
NON-STANDARDIZED
ADOPTION AGREEMENT FOR
THE CHARLES SCHWAB 401(k) PROFIT SHARING
PLAN AND TRUST
ADOPTION AGREEMENT #001

(BASIC PLAN DOCUMENT 02)

<PAGE>

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

THE SCHWAB PLAN-TM-
NON-STANDARDIZED
ADOPTION AGREEMENT FOR
THE CHARLES SCHWAB 401(k) PROFIT SHARING
PLAN AND TRUST
(Adoption Agreement #001)

The undersigned Employer adopts The Charles Schwab 401(k) Profit Sharing Plan
and Trust (Basic Plan 02) (The SchwabPlan ) for those Employees who shall
qualify as Participants hereunder, to be known as the:

C-Cube Microsystems Employee Savings and Investment Plan
--------------------------------------------------------
(Enter Plan Name)

The Plan shall be effective as of the date specified in Item B(1) below. The
Employer hereby selects the following Plan provisions:

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

ITEM A: EMPLOYER INFORMATION

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

A(1) NAME OF EMPLOYER: C-Cube Microsystems Inc.
(Principal Office) -----------------------------------

Address: 1778 McCarthy Boulevard
-----------------------------------
Street/P.O. Box

Milpitas
-----------------------------------
City

CA 95035
-----------------------------------
State/Commonwealth Zip Code

Telephone: (408) 944-6300
--------------

Fax: (408) 944-6788
--------------

A(2) EMPLOYER IDENTIFICATION NUMBER: 77-0192108
----------

A(3) EMPLOYER FISCAL YEAR: The 12 consecutive month period ending: 12/31
-----
month day

A(4) DATE BUSINESS COMMENCED: / / or Year: 1988
--- --- --- ----

A(5) TYPE OF BUSINESS ENTITY:
a. /X/ Corporation e. / / Sole Proprietorship
b. / / S Corporation f. / / Partnership
c. / / Professional Service Corporation g. / / Non-profit
Corporation
d. / / Limited Liability Company h. / / Other:
--------------

<PAGE>

A(6) CONTROLLED GROUP

Is the Employer a member of a controlled group of corporations or
trades or businesses under common control within the meaning of IRC
Sections 414(b), (c), and 156(a)? /X/ Yes / / No
(proceed to Item A(7))

If YES, indicate the number of Affiliated Employers: 1
---

Describe each member of the controlled group in Appendix A. Make
additional copies of Appendix A if there are more than two
Affiliated Employees.

A(7) AFFILIATED SERVICE GROUP

Is the Employer a member of an affiliated service group or
management organization within the meaning of IRC
Section 414(m)? / / Yes /X/ No (proceed to Item A(8))

If YES, describe each member of the affiliated service group or
management organization in Appendix A. Make additional copies of
Appendix A if necessary.

A(8) NAME(S) OF TRUSTEE(S)
a. /X/ The Charles Schwab Trust Company.
b. / / Individual(s):
-----------------------------
-----------------------------
-----------------------------

NOTE: If an individual is named as Trustee, The Charles Schwab
Trust Company will serve as Custodian.

A(9) ADDRESS OF TRUSTEE(S)
a. /X/ The Charles Schwab Trust Company
One Montgomery Street, 7th Floor
San Francisco, CA 94104
b. / / Use Employer Address

c. / /
---------------------------------------------
Street / P.O. Box

---------------------------------------------
City State Zip

A(10) PLAN ADMINISTRATOR (PLAN SECTIONS 1.75 AND 9.1)
a. /X/ Employer (Use Employer's Address)
b. / / Other:
-----------------------------
-----------------------------
-----------------------------

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ITEM B: PLAN INFORMATION

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

B(1) EFFECTIVE DATE

<PAGE>

This Adoption Agreement of The Charles Schwab 401(k) Profit
Sharing Plan and Trust shall do the following:
a. / / Establish a new Plan and Trust effective as of / /
(hereinafter called the "Effective Date") --- --- ---
b. /X/ Constitute an amendment and restatement in its entirety of a
previously established qualified Plan and Trust of the
Employer which was effective 01/01/90 (hereinafter called
the "Effective Date"). Except as specifically provided in
the Plan, the effective date of this amendment and
restatement is 01/01/97.

B(2) PLAN YEAR (PLAN SECTION 1.77)
a. Plan Year shall mean:
1. /X/ The calendar year.
2. / / The 12 consecutive month period ending: / .
------ ----
month day
b. Is there a short Plan Year?
1. /X/ No.
2. / / Yes, commencing / / and ending / / .
--- --- --- --- --- ---

B(3) THREE DIGIT PLAN NUMBER assigned by Employer:
0 0 1 (001, 002, 003, etc.)
- - -

B(4) COLLECTIVE BARGAINING AGREEMENTS
a. /X/ Not applicable.
b. / / Identify any collective bargaining agreements that provide
for plan participation. (Identify additional agreements in
an attachment.)

AGREEMENT BETWEEN:

----------------------------------------------------------------
Employer

----------------------------------------------------------------
Union

----------------------------------------------------------------
Local
Effective date of plan participation: / /
--- --- ---
----------------------------------------------------------------

AGREEMENT BETWEEN:

----------------------------------------------------------------
Employer

----------------------------------------------------------------
Union

----------------------------------------------------------------
Local
Effective date of plan participation: / /
--- --- ---
----------------------------------------------------------------

B(5) PREDECESSOR EMPLOYER SERVICE (PLAN SECTION 1.107)
a. / / Not applicable. The Plan has not been maintained by a
predecessor Employer.
b. /X/ Years of Service with the following predecessor Employer(s)
shall be recognized under this Plan:
Divicom
----------------------------------------------

<PAGE>
and such service shall be recognized for the following
purposes (check all that apply):
1. /X/ All Plan purposes
2. / / Eligibility to participate
3. / / Vesting

B(6) NORMAL RETIREMENT AGE (PLAN SECTION 1.69)

Normal Retirement Age shall mean the date on which a Participant:
a. /X/ Attains his/her 65th birthday (not to exceed 65th).
----
b. / / The later of the date a Participant attains his/her __
birthday (not to exceed 65th), or the __ (not to exceed 5th)
anniversary of the first day of the Plan Year in which the
Participant commenced participation in the Plan.

B(7) EARLY RETIREMENT AGE (PLAN SECTION 1.32)

Early Retirement Age shall mean the date on which a Participant:
a. /X/ Attains his/her 55th birthday, and has completed at
least N/A Years of Service.
---
b. / / No Early Retirement provisions are provided under this Plan.

B(8) COMPENSATION (PLAN SECTION 1.21) (SELECT I. OR II.)

I. /X/ STANDARD DEFINITION OF COMPENSATION (Meets IRS Safe Harbor)
If this option is selected, proceed to Item C.

a. COMPENSATION DEFINED.
For all Plan purposes, except as otherwise required by law,
Compensation shall mean wages, tips, overtime pay, bonuses,
commissions and other Compensation reported on Form W-2.

b. COMPENSATION INCLUSIONS.
Compensation shall include any amount contributed by the
Employer pursuant to a salary reduction agreement that is
not currently includible in the Participant's gross income
by reason of the application of Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b), 414(h)(2) or 457(b).

c. COMPENSATION EXCLUSIONS.
Compensation shall exclude the sum of all of the following
items, even if otherwise includible in gross income:
(i) reimbursements or other expense allowances; (ii) cash
and noncash fringe benefits; (iii) moving expenses; (iv)
deferred compensation; and (v) welfare benefits.

d. ENTRY DATE COMPENSATION
For an Employee's first year of Participation, Compensation
shall be recognized as of the Participant's Entry Date.

II. / / ALTERNATIVE DEFINITION OF COMPENSATION (May need to be
tested for Non-Discrimination. Do not use if Item B(8) was
selected)

a. The following definition of Compensation shall apply for all
Plan purposes unless otherwise provided by law or under the
terms of the Plan.

1. / / Wages, tips, overtime pay, bonuses, commissions, and
other compensation on Form W-2.

<PAGE>

2. / / Wages within the meaning of Code Section 3401(a),
but without regard to any rules that limit the
remuneration included in the 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)).

3. / / Code Section 415 safe-harbor compensation, as
described in Treasury Regulation
Section 1.415-2(d)(10).

b. Compensation, as defined under Item IIa., above, shall
exclude (select all that apply):
1. / / Overtime Pay
2. / / Bonuses
3. / / Commissions
4. / / Other:
-----------------------
5. / / None of the above.

c. Compensation, as defined under Item IIa., above:
1. / / Shall exclude
2. / / Shall include
Any amount contributed by the Employer pursuant to a salary
reduction agreement which is not includible in the gross
income of the Employee under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b), 414(h)(2), or 457(b).

d. Compensation, as defined under Item IIa., above:
1. / / Shall exclude
2. / / Shall include
The following items, even if otherwise includible in gross
income:

The sum of all (i) reimbursements or other expense
allowances, (ii) cash and noncash fringe benefits, (iii)
moving expenses, (iv) deferred compensation, and (v) welfare
benefits.

e. For an Employee's first year of Participation, Compensation
shall be recognized as of:
1. / / The Participant's Entry Date.
2. / / The first day of the Plan Year.

<PAGE>

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

ITEM C: ELIGIBILITY, SERVICE AND VESTING

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

C(1) ELIGIBLE EMPLOYEE (PLAN SECTION 1.37)

Eligible Employee shall mean:
a. / / Any Employee who has satisfied the eligibility requirements
in Item C(2).
b. /X/ Any Employee who has satisfied the eligibility requirements
in Item C(2) EXCEPT an Employee in one or more of the
following categories:
1. /X/ Collective Bargaining Employees (i.e., Employees
whose employment is governed by a collective
bargaining agreement between the Employer and
Employee representatives under which retirement
benefits were the subject of good faith collective
bargaining).
2. /X/ Non-resident aliens receiving no income from U.S.
sources.
3. / / Highly Compensated Employees.
4. / / Non-union hourly-paid Employees.
5. / / Salaried Employees.
6. / / Employees paid by commissions only.
7. /X/ Leased Employees.
8. / / Other:
-----------------------

C(2) ELIGIBILITY REQUIREMENTS (PLAN SECTION 2.1)

An Eligible Employee will be eligible to participate in the Plan if
such Eligible Employee has satisfied the service and age
requirements, if any, specified below:

--------------------------------------------------------------------
I. ELIGIBILITY FOR ALL PLAN PURPOSES
(Complete Items a. and b. Complete Item c. only if
eligibility requirements vary by contribution source. If
Item c. does not apply, proceed to Item C(3).)

a. SERVICE REQUIREMENT (If the plan has 401(k) features, no
more than one Year of Service may be required for
participation. If more than one Year of Service is
selected, all contributions must become fully and
immediately vested.)
1. /X/ None
2. / / One (1) Year of Service
3. / / Other (not to exceed two (2) Years of Service):
---
b. AGE REQUIREMENT (may not exceed 21)
1. /X/ N/A - No Age Requirement
2. / / 21
3. / / Other:
----------------------
c. / / NOT APPLICABLE. Eligibility requirements vary by
Contribution source. (Complete Items II, III and IV
below.)
--------------------------------------------------------------------

<PAGE>

----------------------------------------------------------------------
II. APPLICABLE TO THE 401(k) ELECTIVE DEFERRALS
(Do not complete if Item C(2)I has been selected.)
a. SERVICE REQUIREMENT (No more than one Year of Service may
be required for participation.)
1. / / None
2. / / One (1) Year of Service
3. / / Other (not to exceed one (1) Year of Service):
----
b. AGE REQUIREMENT (may not exceed 21)
1. / / N/A - No Age Requirement
2. / / 21
3. / / Other:
----------------------
c. / / NOT APPLICABLE.
----------------------------------------------------------------------

----------------------------------------------------------------------
III. APPLICABLE TO EMPLOYEE MATCHING AND PROFIT SHARING
CONTRIBUTIONS
(Do not complete if Item C(2)I has been selected.)
a. SERVICE REQUIREMENT (No more than two Years of Service
may be required for participation. If more than one Year
of Service is selected, all contributions must become
fully and immediately vested.)
1. / / None
2. / / One (1) Year of Service
3. / / Other (not to exceed two (2) Years of Service):
---
b. AGE REQUIREMENT (may not exceed 21)
1. / / N/A - No Age Requirement
2. / / 21
3. / / Other:
----------------------
c. / / NOT APPLICABLE.
----------------------------------------------------------------------

----------------------------------------------------------------------
IV. Applicable To Voluntary After-Tax Contributions
(Do not complete if Item C(2)I has been selected.)
a. SERVICE REQUIREMENT (No more than one Year of Service may
be required for participation.)
1. / / None
2. / / One (1) Year of Service
3. / / Other (not to exceed one (1) Year of Service):
----
b. AGE REQUIREMENT (may not exceed 21)
1. / / N/A - No Age Requirement
2. / / 21
3. / / Other:
----------------------
c. / / NOT APPLICABLE.
----------------------------------------------------------------------

C(3) YEARS OF SERVICE (PLAN SECTION 1.107)

<PAGE>

Indicate the method of crediting service for each plan feature:

--------------------------------------------------------------------
Eligibility Contributions Vesting
----------- ------------- -------
Elapsed Time Method /X/ /X/ /X/

1,000 Hours Method / /* / / / /

*May not be selected if eligibility requirement is less than
12 months.
--------------------------------------------------------------------

C(4) ENTRY DATES (PLAN SECTIONS 1.43, 2.1)

An Eligible Employee shall become a Participant as of:
a. /X/ The quarterly entry date immediately following the date
the Employee meets the Plan's eligibility requirements.

SPECIFY ENTRY DATES: JANUARY 1 , APRIL 1,
------------------------
JULY 1 , OCTOBER 1
--------------------------
b. / / The earlier of the first day of the Plan Year or the first
day of the seventh month of the Plan Year coinciding with or
next following the date on which the Employee meets the
eligibility requirements, such as January 1 and July 1 for
calendar year plans.
SPECIFY ENTRY DATES: ,
------------------ ---------
c. / / The first day of the month coinciding with or next following
the date on which the Employee meets the eligibility
requirements.
d. / / The date on which the Employee meets the eligibility
requirements.
e. / / Other: .
---------------------------

<PAGE>

C(5) REGULAR VESTING SCHEDULE (PLAN SECTION 4.2)

I. VESTING OF EMPLOYEE NONELECTIVE (PROFIT SHARING) CONTRIBUTIONS

a. The Plan's vesting schedule, based on number of Years of
Service and applicable only to Profit Sharing Contributions,
shall be as follows (fill in vesting percentage where
appropriate):

--------------------------------------------------------------
VESTING
SCHEDULE YEARS OF SERVICE:
NUMBER 1 2 3 4 5 6 7
------- --- --- --- --- --- --- ---
1. / / 100% (Full and immediate upon entering Plan.)
2. / / 0% 0% 100%
3. / / 0% 0% 0% 0% 100%
4. / / 0% 20% 40% 60% 80% 100%
5. / / 0% 20% 40% 60% 80% 100%
6. / / % % % % % % 100%
--- --- --- --- --- ---
--------------------------------------------------------------

b. /X/ Not applicable. The Plan does not provide for
Nonelective (Profit Sharing) Contributions.

II. Vesting of Matching Contributions

a. The Plan's vesting schedule, based on number of Years of
Service and applicable only to Matching Contributions, shall
be as follows:

1. / / The same vesting schedule as set forth in Item
C(5)I.a. above.
2. /X/ Matching Contributions are subject to the following
vesting schedule:
VESTING SCHEDULE NUMBER: 1 .
----
If Vesting Schedule #6 is selected, describe:
---------

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

b. / / Not applicable. The Plan does not provide for Matching
Contributions.

<PAGE>

C(6) TOP-HEAVY VESTING (PLAN SECTION 12.1)
If this Plan becomes a Top-Heavy Plan, the following vesting
schedule shall apply for such Plan Year and each succeeding Plan
Year, whether or not the Plan remains Top-Heavy, and shall be
treated as a Plan amendment pursuant to this Plan. Once effective,
this schedule shall apply to all Contributions made to the Plan,
including Contributions made prior to the d ate the Plan became
Top-Heavy.

a. /X/ Not applicable. The vesting schedule in effect under Item
C(5) is at least as favorable to the Participant as one of
the schedules described below.
b. / / The following Top-Heavy vesting schedule shall apply:

------------------------------------------------------------
TOP-HEAVY
VESTING
SCHEDULE YEARS OF SERVICE:
NUMBER 1 2 3 4 5 6
------- --- --- --- --- --- ---
1. / / 100% (Full and immediate upon entering Plan.)
2. / / 0% 0% 100%
3. / / 0% 20% 40% 60% 80% 100%
------------------------------------------------------------

c. / / Not applicable. The Plan exclusively covers collectively
bargained Employees.

C(7) VESTING SERVICE EXCLUSIONS (PLAN SECTION 4.2)

All Years of Service with the Employer shall be included for vesting
purposes, except as provided below:
a. /X/ Not applicable. All Years of Service are included.
b. / / Service prior to the Effective Date of the Plan shall be
excluded.
c. / / Service prior to the time an Employee attained age 18 shall
be excluded.

C(8) SIMPLIFIED DEFINITION OF HIGHLY COMPENSATED EMPLOYEE

The simplified definition of Highly Compensated Employee (i.e.,
limited to anyone earning over $50,000, as indexed, and only
available if the Employer maintains significant business activity
and has employees in at least two significantly separate geographic
areas):
a. /X/ Shall not apply.
b. / / Shall apply.

<PAGE>

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

ITEM D: CONTRIBUTIONS

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

D(1) SECTION 401(k) ELECTIVE DEFERRALS (PLAN SECTION 1.89)

Each Employee may elect to defer his/her Compensation as follows
(select Item a., b. or c. AND Item d.):
a. /X/ A maximum Contribution of up to 20% of Compensation (from
1%, expressed in whole percentages) may be made.
b. / / Any percentage or amount may be made selected, up to the
maximum annual amount permitted by statute ($9,500 for
1996).
c. / / Not applicable. Elective deferrals shall not be made.
Proceed to Item D(2).
d. A Participant may increase the amount of 401(k) elective
deferrals as of:
1. /X/ Any time, effective as of the following calendar
quarter.
2. / / .
----------------------------
**Decreases to 401(k) elective deferrals will become effective as
soon as administratively feasible.

D(2) EMPLOYER'S MATCHING CONTRIBUTIONS (PLAN SECTIONS 1.64, 3.8)

I. BASED ON 401(k) ELECTIVE DEFERRALS
(Complete items a., b., c., or d., AND e., f. and g.)

a. / / N/A. The Employer shall not match 401(k) elective
deferrals (or the Plan does not provide for elective
deferrals).
b. / / The Employer shall make Matching Contributions equal to
___% (e.g., 50% of the Participant's 401(k) elective
deferrals; however, only a Participant's 401(k) elective
deferrals up to ___% of Compensation will be matched.
c. / / The Employer may make Matching Contributions equal to a
discretionary percentage or amount, to be determined
annually by the Employer, of the Participant's 401(k)
elective deferrals.
d. /X/ Other: The Employer may make matching contributions
equal to a discretionary percentage or amount,
to be determined quarterly by the Employer.

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

e. The Matching Contribution made on behalf of a Participant
for any Plan Year shall not exceed:
1. / / $ .
---------
2. /X/ N/A. No dollar amount shall apply.

<PAGE>

f. Matching Contributions shall be made on behalf of
1. /X/ All Eligible Participants.
2. / / Only Non-Highly Compensated Eligible Participants.
3. / / All Eligible Participants except for Employees
classified as follows (e.g., Employees of a division
or department of the Employer):

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

4. / / A multi-tiered Matching Contribution arrangement for
the following categories of Eligible Participants:

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

5. / / N/A.

g. If, during the Plan Year, a Participant's 401(k) deferral
rate changes to an amount above or below any threshold at
which such contributions are matched (select one):
1. / / Employer Matching Contributions will change
prospectively with the change in a Participant's
401(k) elective deferral percentage.
2. /X/ Employer Matching Contributions will be adjusted at
the end of each Plan Year to match the annualized
401(k) elective deferral percentage and/or annualized
compensation, as applicable.

II. BASED ON VOLUNTARY AFTER-TAX CONTRIBUTIONS
(Complete items a., b., c., d., or e. AND f.)

a. /X/ N/A. The Employer shall not match Voluntary After-Tax
Contributions (or the Plan does not provide for Voluntary
After-Tax Contributions).
b. / / The Employer shall make Matching Contributions equal to a
discretionary percentage, to be determined annually by
the Employer, of the Participant's Voluntary After-Tax
Contributions.
c. / / The Employer shall make Matching Contributions equal to
___% (e.g. 50%) of the Participant's Voluntary After-Tax
Contributions; however, only a Participant's Voluntary
After-Tax Contributions up to ___% of Compensation will
be matched..
d. / / Other:
-----------------------------------------
e. / / The Matching Contribution made on behalf of a Participant
for any Plan Year shall not exceed:
1. / / $ .
---------
2. / / N/A. No dollar amount shall apply.
f. Matching Contributions of Voluntary After-Tax Contributions
shall be made on behalf of:
1. / / All Eligible Participants.
2. / / Only Non-Highly Compensated Eligible Participants.
3. / / All Eligible Participants except for Employees
classified as follows (e.g., Employees of a division
or department of the Employer, Employees of related
Empoyers, etc.):

--------------------------------------------
4. / / Other:
--------------------------------------
5. / / N/A.

<PAGE>

D(3) DISCRETIONARY NONELECTIVE EMPLOYER (PROFIT SHARING) CONTRIBUTIONS
(PLAN SECTION 3.1)

a. / / The Employer may make discretionary Nonelective (Profit
Sharing) Contributions.
b. /X/ Nonelective (Profit Sharing) Contributions shall not be
made. Proceed to Item D(4).

If Item D(3)a. is selected, the Employer's discretionary Nonelective
Contribution shall be allocated as follows (select c. or d.):

c. / / FOR A NON-INTEGRATED PLAN
The Employer discretionary Nonelective Contribution for the
Plan Year shall be allocated in the same ratio as each
Participant's Compensation bears to the total Compensation
of all Participants for that Plan Year.
d. / / FOR AN INTEGRATED PLAN
(SEE NOTE ON GUIDELINE PAGE)
The Employer discretionary Nonelective Contribution for the
Plan Year shall be allocated in accordance with Plan Section
3.2 based on a Participant's compensation exceeding:
1. / / The Taxable Wage Base.
2. / / 20% of the Taxable Wage Base.
3. / / ____% of the Taxable Wage Base.
4. / / Other: $ . (May not exceed Taxable Wage Base)
-----

<PAGE>

D(4) QUALIFIED NONELECTIVE CONTRIBUTIONS (QNECs) (PLAN SECTION 1.82)
a. / / The Employer may make Qualified Nonelective Contributions
(QNECs) in an amount or percentage of Compensation necessary
to satisfy the ADP and/or ACP test or the Top-Heavy minimum
contributions. QNECs will be made on behalf of:
1. / / Non-Highly Compensated Eligible Participants, who:
A. / / Are employed on the last day of the Plan Year.
B. / / Were employed at any time during the Plan Year.
C. / / Complete a Year of Service and are employed on the
last day of the Plan Year.
2. / / Non-Highly Compensated Eligible Participants and Non-Key
Employees only, who:
A. / / Are employed on the last day of the Plan Year.
B. / / Were employed at any time during the Plan Year.
C. / / Complete a Year of Service and are employed on the
last day of the Plan Year.
b. /X/ Not applicable. QNECs shall not be made.

D(5) QUALIFIED MATCHING CONTRIBUTIONS (QMACs) (PLAN SECTION 1.81)
a. / / The Employer may make Qualified Matching Contributions
(QMACs) in an amount or percentage of compensation necessary
to satisfy the ADP and/or ACP test, and will allocate QMACs
only to Non-Highly Compensated Eligible Participants who
made 401(k) elective deferrals or Voluntary After-Tax
Contributions during the Plan Year and:
1. / / Are employed on the last day of the Plan Year.
2. / / Were employed at any time during the Plan Year.
3. / / Complete a Year of Service and are employed on the last
day of the Plan Year.
b. /X/ Not applicable. QMACs shall not be made.

<PAGE>

D(6) ALLOCATIONS TO ACTIVE PARTICIPANTS (PLAN SECTION 3.2)
(SEE NOTE ON GUIDELINE PAGE)

a. Allocations of Employer Contributions will be made as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
N/A Annual* Quarterly Semi-Annual Other**
--- ------- --------- ----------- -------
<S> <C> <C> <C> <C> <C>
1. Employer Matching / / / / / / / / /X/
2. Nonelective /X/ / / / / / / / /
(Profit Sharing)

*Complete Item D(6)b.
**Please Explain: Matching Contributions will be allocated to Non-Key Employees on a quarterly
basis. Matching Contributions will be allocated to Key Employees on an annual basis.
---------------------------------------------------------------------------------------------------
</TABLE>

b. If an annual allocation is specified in Item D(6)a., shall a
Participant employed on the last day of the allocation period
be required to have a Year of Service in order to receive an
allocation?

-----------------------------------------------------------------
No Yes N/A
-- --- ---
1. Employer Matching /X/ / / / /
2. Nonelective / / / / /X/
(Profit Sharing)
-----------------------------------------------------------------

NOTE: IF YOU SELECTED ITEM D(3)(D) SO THAT THE PLAN IS INTEGRATED WITH
SOCIAL SECURITY, THEN YOU MUST PLACE AN "X" IN NO FOR ITEM 2.

<PAGE>

D(7) ALLOCATIONS TO TERMINATED PARTICIPANTS (PLAN SECTION 3.2)

Any Participant who terminated employment during the Plan Year for
reasons other than death, Disability or retirement and was not
actively employed on an allocation date shall share in allocations
of Employer Contributions as follows:

a. With respect to Employer Nonelective (Profit Sharing)
Contributions and allocations of any Forfeitures, a Participant
who terminated employment during the allocation period:
1. / / Shall not share in such allocations, regardless of Hours
of Service.
2. / / Shall share in such allocations provided such Participant
completed a Year of Service.*
3. / / Shall share in such allocations provided such Participant
completed more than 500 Hours of Service (91 days or 3
consecutive calendar months if Elapsed Time is elected).
4. / / Shall share in such allocations, regardless of service.
5. /X/ N/A. The Plan does not provide for such Contributions.
*May not be selected if contributions are allocated more
frequently than annually.

NOTE: YOU MUST CHOOSE ITEM 3 OR 4 IF THE PLAN IS INTEGRATED WITH
SOCIAL SECURITY (ITEM D(3)(D)).

b. With respect to the allocation of Employer Matching
Contributions, a Participant who terminated employment during
the allocation period:
1. / / Shall share in such allocations, regardless of Hours of
Service.
2. / / Shall share in such allocations provided such Participant
completed a Year of Service.*
3. /X/ Shall not share in such allocations, regardless of
service.
4. / / N/A. The Plan does not provide for such Contributions.
*May not be selected if contributions are allocated
more frequently than annually.

D(8) LIMITATIONS ON ALLOCATIONS (PLAN SECTION 4.3)
a. If any Participant is or was covered under another qualified
defined Contribution plan maintained by the Employer, or if the
Employer maintains a welfare benefit fund, as defined in Code
Section 419(e), or an individual medical account, as defined in
Code Section 415(1)(2), under which amounts are treated as Annual
Additions with respect to any Participant in this Plan:
1. /X/ N/A. The Employer does not maintain another defined
Contribution plan or a welfare benefit fund or
individual medical account under which amounts are
treated as Annual Additions.
2. / / The provisions of Section 4.3 of the Plan shall apply.
3. / / Provide the method under which the Plans will limit total
Annual Additions to the Maximum Permissible Amount, and
will properly reduce any Excess Amounts, in a manner that
precludes Employer discretion:
--------------------------

b. If any Participant is or ever has been a Participant in a defined
benefit plan maintained by the Employer:
1. /X/ N/A. The Employer does not maintain, and has never
maintained, a defined benefit plan under which any
Participant has anticipated.
2. / / The provisions of Section 4.3 of the Plan shall apply.
3. / / Provide the method under which the Plans involved will
satisfy the 1.0 limitation in a manner that precludes
Employer discretion:
--------------------------

D(9) VOLUNTARY AFTER-TAX EMPLOYEE CONTRIBUTIONS (PLAN SECTION 3.8)

Voluntary After-Tax Employee Contribution provisions are as follows
(select a. or b. and c.):
a. /X/ Voluntary After-Tax Contributions shall not be permitted.

<PAGE>

b. / / Voluntary After-Tax Contributions are permitted up to ____%
of Compensation.
c. / / In-service withdrawals of Voluntary After-Tax Contributions
and related earnings prior to age 59 1/2:
1. / / Shall be permitted.
2. / / Shall not be permitted.
3. / / Not applicable.

D(10) FORFEITURES (PLAN SECTIONS 1.51, 6.2(C))
a. FOREITURES OF MATCHING CONTRIBUTIONS SHALL BE:
1. / / Used to reduce the Employer's Matching Contribution.
2. / / Used to pay reasonable Plan expenses, and any excess
shall be used to reduce the Employer's Matching
Contribution.
3. /X/ Not applicable (select one):
A. / / Because the Plan does not provide for Matching
Contributions.
B. / / Because Matching Contributions are fully vested
when made.
b. FORFEITURES OF PROFIT SHARING CONTRIBUTIONS SHALL BE:
1. /X/ Not Applicable (select one):
A. /X/ Because the Plan does not provide for Profit
Sharing Contributions.
B. / / Because Profit Sharing Contributions are fully
vested when made.
2. / / Used to pay reasonable Plan expenses, and any excess
shall be used to reduce the Employer's Matching
Contributions or, if no Matching Contributions are made,
added to the Employer's Nonelective (Profit Sharing)
Contributions.
3. / / Used to reduce the Employer's Matching Contributions and,
if no Matching Contributions are made, added to the
Employer's Nonelective (Profit Sharing) Contributions.
4. / / Added to the Employer's Nonelective (Profit Sharing)
Contribution and allocated in the same manner or, if no
Profit Sharing Contribution is made, allocated among all
eligible Participants as if such forfeiture were a Profit
Sharing Contribution.

<PAGE>

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

ITEM E: DISTRIBUTIONS AND LOANS

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

E(1) FORMS OF DISTRIBUTION (PLAN SECTION 6.2)
a. Distributions under the Plan may be made as follows (check all
that apply):
1. /X/ Automatic cash out of vested account balance if $3,500
or less.
2. /X/ Single lump sum.
3. / / Installments over a period not to exceed ____ years
(payable monthly, quarterly, semi-annually or annually).
4. / / Combination of lump sum and installments.
5. / / Automatic distribution of entire account at age 70 1/2.
b. If this is an amendment and restatement of an existing plan, was
the existing plan subject to the joint and survivor rules?
1. /X/ No.
2. / / Yes. Section 6.3 of The SchwabPlan-TM- shall provide
forms of distribution that comply with the joint
and survivor rules.

E(2) TIMING OF DISTRIBUTIONS (PLAN SECTION 6.2)
Distributions upon termination of employment shall be made as
follows:
a. /X/ An immediate distribution can be made at the Participant's
election.
b. / / Following ____ one-year Breaks in Service (not to exceed 5).
c. / / Other: .
--------

E(3) HARDSHIP DISTRIBUTIONS (PLAN SECTION 6.12)
Hardship Distribution provisions are as follows:
a. / / Hardship distributions are not permitted.
b. /X/ Harship distributions are available from the Participant's
401(k) elective deferral acccount, excluding earnings on
such deferrals.

<PAGE>

E(4) PRE-RETIREMENT DISTRIBUTIONS (PLAN SECTION 6.11)
Pre-Retirement Distribution provisions are as follows:
a. /X/ If a Participant has reached age 59 1/2, distributions may
be made, at the Participant's election, from any of the
accounts specified below, without requiring the Participant
to terminate employment. The age 59 1/2 requirement,
however, shall not apply to item a.3. This election shall
apply to the following account balances:
(check all that apply)
1. /X/ All Plan balances (but only with respect to accounts that
provide for 100% full and immediate vesting).
2. / / 401(k) Elective Deferrals
3. / / Voluntary After-Tax Contributions and Deductible
Contributions, if any
4. / / Qualified Nonelective Contributions and/or Qualified
Matching Contributions
5. / / Rollover Contributions
6. / / Profit Sharing Contributions (select only if Profit
Sharing Contributions are 100% vested immediately).
7. / / Matching Contributions (select only if Matching
Contributions are 100% vested immediately)
b. / / No pre-retirement distributions may be made.

E(5) PARTICIPANT LOANS (PLAN SECTION 5.3) (SELECT I, II, OR III BELOW)

I. / / STANDARDIZED LOAN PROGRAM
Plan loans are available according to the following terms:
a. Loans are available to active Employees only, and may be
made from all vested account balances.
b. The maximum loan amount shall be $50,000, not to exceed
50% of a Participant's vested interest, further reduced
in accordance with Plan Section 5.3(g).
c. The minimum loan amount shall be $1,000.
d. No more than one (1) outstanding loan shall be permitted
per Participant.
e. The Plan Administrator may charge reasonable expenses
associated with the establishment and administration of a
loan to the individual account of the Participant
requesting the loan.
f. The loan repayment period shall not exceed five (5)
years.
g. All plan loans will be repaid through direct payroll
deduction while a Participant is actively employed, or by
check while the Participant is on leave of absence or is
transferred to an Affiliated Employer that does not
sponsor the Plan.
h. A Participant shall not be required to demonstrate
hardship or financial necessity to secure a loan.
i. Partial pre-payments of plan loans shall not be
permitted.

<PAGE>

II. /X/ Customized Loan Program
(Do not complete if Item E(5)I. was selected)

Plan loans are available according to the following terms:

a. Loans are available from vested account balances
attributable to the following sources (check all that
apply):
1. /X/ All Plan Accounts.
2. / / 401(k) Elective Deferrals
3. / / Rollovers
4. / / Voluntary After-Tax Contributions
5. / / Matching Contributions
6. / / Qualified Nonelective and/or Qualified Matching
Contributions
7. / / Profit Sharing Contributions
b. Loans shall be available to the following categories of
Plan Participants:
1. /X/ Active Employees only.
2. / / All Plan Participants, including former Employees
who maintain vested account balances under the
Plan.
c. The following maximum limitations on the amount of a loan
shall apply, subject to further reduction in accordance
with plan terms.
1. /X/ The maximum loan amount shall not exceed $50,000,
or if less, 50% of a Participant's vested
interest.
2. / / The maximum loan amount shall be $____ (an amount
less than $50,000), and shall not exceed ___%
(50% maximum) of a Participant's vested interest.
d. The following minimum loan limitations shall apply:
1. /X/ The minimum loan amount shall be $1,000.
2. / / The minimum loan amount shall be $_____ (not to
exceed $1,000).
e. The number of outstanding loans per Participant shall
not exceed: One
---
f. Reasonable expenses associated with the establishment and
administration of a loan may be chargeable to the
Participant's Account. Any fees not charged to the
Participant's Account shall be billed to the Plan
Sponsor. The following loan fees are chargeable to the
Participant's Account:
1. /X/ Any reasonable expenses.
2. /X/ Initial set-up fee only.
3. /X/ Annual fee for loan administration only.

<PAGE>

g. The repayment period for a plan loan taken for the
purchase of a primay residence
1. / / Shall not exceed five (5) years
2. /X/ Can be extended beyond five (5) years, but in no
event beyond _15___ years (not to exceed 30).
h. Plan loans shall be repaid as follows:
1. /X/ Through direct payroll deduction while a
Participant is actively employed, or by check
while the Participant is on leave of absence or
is transferred to an Affiliated Employer that
does not sponsor the Plan.
2. / / Through any Employer-authorized repayment
program, including one that is administered
through payroll deduction.
i. A Participant may borrow from the Plan for the following
purposes:
1. /X/ The Plan shall impose no restrictions.
2. / / Hardship or financial necessity, defined as
follows:
(select one or more)
A. / / In accordance with Section 401(k) safe harbors.
B. / / For one or more of the following reasons:
(select one or more)
i. / / Automobile purchase.
ii. / / Loan/debt consolidation.
iii. / / Funeral expenses.
iv. / / Any educational expenses (i.e., not
limited to the 401(k) safe harbors).
v. / / Other:
-----------------------

III. / / PARTICIPANT LOANS ARE NOT AVAILABLE UNDER THE
SCHWABPLAN-TM-.

<PAGE>

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

ITEM F: TOP-HEAVY REQUIREMENTS

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

F(1) TOP-HEAVY DUPLICATIONS (PLAN SECTION 12.3)
I. Another Defined Contribution Plan

When a Non-Key Employee is a Participant in this Plan and
another Defined Contribution Plan maintained by the Employer,
indicate which method shall be utilized to avoid the duplication
of Top-Heavy minimum benefits:
a. /X/ N/A. The Employer does not maintain another Defined
Contribution Plan.
b. / / A minimum, non-integrated Employer Contribution of 3% of
each Non-Key Employee's total Compensation shall be
provided in this Plan unless the other Defined
Contribution Plan is a plan subject to Internal Revenue
Code Section 412 that provides for at least a 3%
contribution on behalf of Non-Key Employees.
c. / / Specify the method under which the plans will provide
Top-Heavy minimum benefits for Non-Key Employees that
will preclude Employer discretion and avoid inadvertent
omissions, including any adjustments requierd under
Internal Revenue Code Section 415(e).

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

II. A Defined Benefit Plan
When a Non-Key Employee is a Participant in this Plan and a
Defined Benefit Plan maintained by the Employer, indicate which
method shall be utilized to avoid duplication of Top-Heavy
minimum benefits.
a. /X/ N/A. The Employer does not maintain a Defined Benefit
Plan.
b. / / A minimum, non-integrated Employer Contribution of 5% of
each Non-Key Employee's total Compensation shall be
provided in this Plan, as specified in Section 12.5.
(The Defined Benefit and Defined Contribution Fractions
will be computed using 100% if this choice is selected.)
c. / / A minimum, non-integrated Employer Contribution of
7 1/2% of each Non-Key Employee's total Compensation
shall be provided in this Plan, as specified in
Section 12.5. (If this choice is selected, the
Defined Benefit and Defined Contribution Fractions will
be computed using 125% for all Plan Years in which
the Plan is Top-Heavy, but not Super Top-Heavy.)
d. / / Specify the method under which the plans will provide
Top-Heavy minimum benefits for Non-Key Employees that
will preclude Employer discretion and avoid inadvertent
omissions, including any adjustments required under
Internal Revenue Code Section 415(e).

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

<PAGE>

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

ITEM G: MISCELLANEOUS

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

G(1) DIRECTED INVESTMENT ACCOUNTS (PLAN SECTION 1.29)
a. Are Paticipants permitted to direct the investment of their
plan interest?
1. /X/ Yes, with respect to a Participant's entire account
balance.
2. / / Yes, but only with respect to account balances
attributable to the following Contribution sources:
A. / / Profit Sharing Contributions
B. / / 401(k) Elective Deferrals
C. / / Voluntary After-Tax Contributions
D. / / Matching Contributions
E. / / Qualified Nonelective and/or Qualified Matching
Contributions
F. / / Rollovers
G. / / Deductible Employee Contributions (pre-1987)
3. / / Participant-directed investments are not permitted.

b. A Participant may change investment directions for both future
contributions and existing account balances:
1. /X/ At any time, effective immediately.
2. / /
----------------------------------------
(ENTER DATE(S) OR PERIOD(S)).
3. / / Not applicable.

G(2) ROLLOVERS (PLAN SECTION 3.5)
a. /X/ Rollovers and transfers from qualified plans are permitted.
b. / / Rollovers and transfers from qualified plans are not
permitted.

G(3) LIFE INSURANCE (PLAN SECTION 7.1)
May the Plan hold life insurance policies on the lives of
Participants?
a. /X/ No.
b. / / Yes. Cash values of any life insurance policies will be
100% vested regardless of any vesting schedule otherwise
selected in The SchwabPlan-TM-.

<PAGE>

G(4) PROTECTED BENEFITS
a. / / Not Applicable. This is a new plan.
b. /X/ If this is an amendment and restatement of an existing plan,
identify any Internal Revenue Code Section 411(d)(6)
protected benefits that must continue to be provided under
The SchwabPlan-TM-. None other than those that have become
part of this Amended and Restated Plan Document.

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

--------------------------------------------------------
(Use an additional page or pages if necessary)

The Plan Sponsor has applied to the National Office of the Internal Revenue
Service for an Opinion Letter on the status of the Plan as a national
prototype plan, and shall substitute the IRS-approved prototype document for
the document submitted to the IRS following receipt of the Opinion Letter.
By signing this Adoption Agreement, the Employer hereby approves the
substitution of the IRS-approved prototype document for the prototype
document submitted to the IRS by Plan Sponsor, absent notice to the contrary
to the Plan Sponsor within thirty (30) days of being provided a copy of such
IRS-approved prototype document.

The adopting Employer may not rely on the Opinion Letter issued by the IRS to
the Plan as evidence that the Plan is qualified under Internal Revenue Code
Section 401. To obtain reliance with respect to plan qualification, the
Employer must apply to the appropriate Key District Office of the IRS for a
determination letter.

This Non-Standardized Adoption Agreement #001 and the Basic Plan Document 02,
incorporating a trust agreement and custodial agreement, shall together be
known as The Charles Schwab 401(k) Profit Sharing Plan and Trust. This
Non-Standardized Adoption Agreement may be used only with The Charles Schwab
401(k) Profit Sharing Plan and Trust.

THE ADOPTION OF THIS PLAN, ITS QUALIFICATION BY THE IRS, AND THE RELATED TAX
CONSEQUENCES ARE THE RESPONSIBILITY OF THE EMPLOYER AND ITS INDEPENDENT TAX
AND LEGAL ADVISORS. FAILURE TO PROPERLY COMPLETE THIS NON-STANDARDIZED
ADOPTION AGREEMENT MAY RESULT IN THE DISQUALIFICATION OF THE EMPLOYER'S PLAN.
THE EMPLOYER HEREBY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY THE CHARLES
SCHWAB TRUST COMPANY TO SEEK THE ADVICE OF ITS LEGAL AND TAX ADVISORS TO
EXAMINE THE LEGAL AND TAX ASPECTS OF THE PLAN AND TO DETERMINE WHETHER THE
PLAN DOCUMENTS ARE SUITABLE FOR ADOPTION BY THE EMPLOYER AND HAVE BEEN
PROPERLY COMPLETED AND ADOPTED.

The Charles Schwab Trust Company will notify the Employer of any amendments
made to the Plan or of the discontinuance or abandonment of the Plan,
provided this Plan has been acknowledged by The Charles Schwab Trust Company
or its authorized representative. Furthermore, in order to be eligible to
receive such notification, the Employer agrees to notify The Charles Schwab
Trust Company of any change in address.

<PAGE>

IN WITNESS WHEREOF, the Employer and Trustee and, if applicable, the
Custodian, hereby cause this Plan to be executed on this 25 day of November,
1996. Furthermore, this Plan may not be used unless acknowledged by The
Charles Schwab Trust Company or its authorized representative.

ACKNOWLEDGMENT AND ACCEPTANCE

Employer: C-Cube Microsystems, Inc.

By: /s/ J. M. Burke
----------------------------------

Its: VP & CFO
---------------------------------

The SchwabPlan-TM- may not be used, and shall not be deemed to be a master
and prototype plan, unless an authorized representative of The Charles Schwab
Trust Company has acknowledged the use of the Plan. Such acknowledgement
shall acknowledge that the Employer is using the Plan, but shall not
represent that this Plan, including the choices selected on the
Non-Standardized Adoption Agreement, has been reviewed by a representative of
the sponsor or constitutes a qualified retirement plan.

PLAN SPONSOR:

The Charles Schwab Trust Company
One Montgomery Street, 7th Floor
San Francisco, CA 94104

(415) 403-5999

By: /s/ Jane D. McCool
---------------------------------

COMPLETE THE FOLLOWING ONLY IF CSTC SHALL SERVE BOTH AS TRUSTEE AND CUSTODIAN:

PLAN TRUSTEE AND CUSTODIAN:

The Charles Schwab Trust Company
One Montgomery Street, 7th Floor
San Francisco, CA 94104

(415) 403-5999

By: /s/ Jane D. McCool
---------------------------------

COMPLETE THE FOLLOWING ONLY IF CSTC SHALL NOT SERVE AS TRUSTEE

TRUSTEE(S): PLAN CUSTODIAN:

- --------------------- The Charles Schwab Trust Company
- --------------------- One Montgomery Street, 7th Floor
- --------------------- San Francisco, CA 94104

(415) 403-5999

By:
-----------------------------------

<PAGE>

APPENDIX A
AFFILIATED EMPLOYERS

Identify each Affiliated Employer and indicate whether the Employer is a
member of a controlled group or affiliated service group. Attach a written
board resolution or comparable authorization for each Affiliated Employer
that will participate in this Plan.

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

EMPLOYER: Divicom, Inc.
/X/Controlled Group Member / / Affiliated Service Group Member

Will this Employer be a Participating Employer in this Plan?
/X/ Yes / / No Employer Identification Number: 94-3177715
----------

Address: 1708 McCarthy Boulevard
-----------------------
Street/P.O. Box
Milpitas CA 95035
---------------------------------------------------------------
City State/Commonwealth Zip Code

Telephone: (408) 944-6700
--- ----
Type of Business Entity:
/X/ Corporation / / Sole Proprietorship
/ / S Corporation / / Partnership
/ / Professional Service Corporation / / Nonprofit Corporation
/ / Limited Liability Company / / Other
-----------------

Relationship to the Employer:
Subsidiary

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

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

EMPLOYER:
------------------------------------------------------------
/ /Controlled Group Member / / Affiliated Service Group Member

Will this Employer be a Participating Employer in this Plan?
/ / Yes / / No Employer Identification Number:
----------

Address:
--------------------------------------------------------------
Street/P.O. Box

--------------------------------------------------------------
City State/Commonwealth Zip Code

Telephone: ( ) -
--- ----
Type of Business Entity:
/ / Corporation / / Sole Proprietorship
/ / S Corporation / / Partnership
/ / Professional Service Corporation / / Nonprofit Corporation
/ / Limited Liability Company / / Other
-----------------

Relationship to the Employer:
Subsidiary

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

<PAGE>

EXHIBIT 4.1(b)

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

THE CHARLES SCHWAB 401(k) PROFIT SHARING PLAN,
TRUST AND CUSTODIAL AGREEMENT

BASIC PLAN DOCUMENT 02

<PAGE>

TABLE OF CONTENTS

PAGE
----
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Article 1 - Definitions . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Account . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Adjustmctor . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Adoptioement. . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Affiliaployer . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Aggregait . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6 Annuityact. . . . . . . . . . . . . . . . . . . . . . . . 2
1.7 Annuitying Date . . . . . . . . . . . . . . . . . . . . . 2
1.8 Applicalendar Year. . . . . . . . . . . . . . . . . . . . 3
1.9 Applicafe Expectancy. . . . . . . . . . . . . . . . . . . 3
1.10 Applicable Note Period. . . . . . . . . . . . . . . . . . 3
1.11 Authorized Fund . . . . . . . . . . . . . . . . . . . . . 4
1.12 Average Contribution Percentage . . . . . . . . . . . . . 4
1.13 Average Deferral Percentage . . . . . . . . . . . . . . . 4
1.14 Base Contribution Percentage. . . . . . . . . . . . . . . 4
1.15 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . 4
1.16 Benefiting. . . . . . . . . . . . . . . . . . . . . . . . 4
1.17 Break in Service. . . . . . . . . . . . . . . . . . . . . 4
1.18 Broker. . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.19 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.20 Committee . . . . . . . . . . . . . . . . . . . . . . . . 5
1.21 Compensation. . . . . . . . . . . . . . . . . . . . . . . 5
1.22 Contribution Percentage Amounts.. . . . . . . . . . . . . 7
1.23 Contribution Percentage . . . . . . . . . . . . . . . . . 7
1.24 CSTC. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.25 Custodian and Custody Agreement . . . . . . . . . . . . . 8
1.26 Deductible Contributions. . . . . . . . . . . . . . . . . 8
1.27 Deferral Percentage . . . . . . . . . . . . . . . . . . . 8
1.28 Determination Date. . . . . . . . . . . . . . . . . . . . 8
1.29 Directed Account. . . . . . . . . . . . . . . . . . . . . 8
1.30 Disability. . . . . . . . . . . . . . . . . . . . . . . . 8
1.31 Distribution Calendar Year. . . . . . . . . . . . . . . . 9
1.32 Early Retirement Age. . . . . . . . . . . . . . . . . . . 9
1.33 Effective Date. . . . . . . . . . . . . . . . . . . . . . 9
1.34 Elapsed Time. . . . . . . . . . . . . . . . . . . . . . . 9
1.35 Election Period . . . . . . . . . . . . . . . . . . . . . 9

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TABLE OF CONTENTS
(CONTINUED)
PAGE
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1.36 Elective Salary Deferrals . . . . . . . . . . . . . . . .10
1.37 Eligible Employee . . . . . . . . . . . . . . . . . . . .10
1.38 Eligible Participant. . . . . . . . . . . . . . . . . . .10
1.39 Employee. . . . . . . . . . . . . . . . . . . . . . . . .11
1.40 Employer. . . . . . . . . . . . . . . . . . . . . . . . .11
1.41 Employer Contributions. . . . . . . . . . . . . . . . . .11
1.42 Employer Securities . . . . . . . . . . . . . . . . . . .11
1.43 Entry Date. . . . . . . . . . . . . . . . . . . . . . . .11
1.44 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . .11
1.45 Excess Aggregate Contributions. . . . . . . . . . . . . .11
1.46 Excess Compensation . . . . . . . . . . . . . . . . . . .12
1.47 Excess Contributions. . . . . . . . . . . . . . . . . . .12
1.48 Excess Deferrals. . . . . . . . . . . . . . . . . . . . .12
1.49 Family Member . . . . . . . . . . . . . . . . . . . . . .12
1.50 FivePercent Owner . . . . . . . . . . . . . . . . . . . .12
1.51 Forfeiture. . . . . . . . . . . . . . . . . . . . . . . .12
1.52 Full Discretion . . . . . . . . . . . . . . . . . . . . .12
1.53 Highly Compensated Employee . . . . . . . . . . . . . . .12
1.54 Highly Compensated Employee Group . . . . . . . . . . . .14
1.55 Hour of Service . . . . . . . . . . . . . . . . . . . . .14
1.56 Insurer . . . . . . . . . . . . . . . . . . . . . . . . .16
1.57 Integration Level . . . . . . . . . . . . . . . . . . . .16
1.58 Investment Authorization. . . . . . . . . . . . . . . . .16
1.59 Investment Manager. . . . . . . . . . . . . . . . . . . .16
1.60 Key Employee. . . . . . . . . . . . . . . . . . . . . . .16
1.61 Leased Employee . . . . . . . . . . . . . . . . . . . . .16
1.62 Limited Discretion. . . . . . . . . . . . . . . . . . . .17
1.63 Managed Account . . . . . . . . . . . . . . . . . . . . .17
1.64 Matching Contributions. . . . . . . . . . . . . . . . . .17
1.65 Maximum Disparity Rate. . . . . . . . . . . . . . . . . .17
1.66 Nonhighly Compensated Employee. . . . . . . . . . . . . .17
1.67 Nonhighly Compensated Employee Group. . . . . . . . . . .18
1.68 NonStandardized Adoption Agreement. . . . . . . . . . . .18
1.69 Normal Retirement Age . . . . . . . . . . . . . . . . . .18
1.70 OwnerEmployee . . . . . . . . . . . . . . . . . . . . . .18
1.71 Participant . . . . . . . . . . . . . . . . . . . . . . .18
1.73 Permissive Aggregation Group. . . . . . . . . . . . . . .18
1.74 Plan. . . . . . . . . . . . . . . . . . . . . . . . . . .18
1.75 Plan Administrator. . . . . . . . . . . . . . . . . . . .18

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TABLE OF CONTENTS
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PAGE
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1.76 Plan Service Agreement. . . . . . . . . . . . . . . . . .18
1.77 Plan Year . . . . . . . . . . . . . . . . . . . . . . . .18
1.78 Qualified Domestic Relations Order. . . . . . . . . . . .18
1.79 Qualified Election. . . . . . . . . . . . . . . . . . . .19
1.80 Qualified Joint and Survivor Annuity. . . . . . . . . . .19
1.81 Qualified Matching Contributions. . . . . . . . . . . . .20
1.82 Qualified Nonelective Contributions . . . . . . . . . . .20
1.83 Qualified Survivor Annuity. . . . . . . . . . . . . . . .20
1.84 Recordkeeper. . . . . . . . . . . . . . . . . . . . . . .21
1.85 Required Aggregation Group. . . . . . . . . . . . . . . .21
1.86 Required Beginning Date . . . . . . . . . . . . . . . . .21
1.87 Required Annuities. . . . . . . . . . . . . . . . . . . .21
1.88 Rollover Contributions. . . . . . . . . . . . . . . . . .21
1.89 Salary Reduction Agreement. . . . . . . . . . . . . . . .21
1.90 Schwab. . . . . . . . . . . . . . . . . . . . . . . . . .22
1.91 SelfEmployed Person . . . . . . . . . . . . . . . . . . .22
1.92 ShareholderEmployee . . . . . . . . . . . . . . . . . . .22
1.93 Standardized Adoption Agreement . . . . . . . . . . . . .22
1.94 Straight Life Annuity . . . . . . . . . . . . . . . . . .22
1.95 Super TopHeavy. . . . . . . . . . . . . . . . . . . . . .22
1.96 Survivor Annuity Rules. . . . . . . . . . . . . . . . . .22
1.97 Taxable Wage Base . . . . . . . . . . . . . . . . . . . .22
1.98 Terminates Service. . . . . . . . . . . . . . . . . . . .22
1.99 TopHeavy. . . . . . . . . . . . . . . . . . . . . . . . .23
1.100 Trust Agreement. . . . . . . . . . . . . . . . . . . . .23
1.101 Trustee. . . . . . . . . . . . . . . . . . . . . . . . .23
1.102 Trust Fund . . . . . . . . . . . . . . . . . . . . . . .23
1.103 Unique Assets. . . . . . . . . . . . . . . . . . . . . .23
1.104 Valuation Date . . . . . . . . . . . . . . . . . . . . .23
1.105 Vested . . . . . . . . . . . . . . . . . . . . . . . . .23
1.106 Voluntary AfterTax Contributions . . . . . . . . . . . .24
1.107 Year of Service. . . . . . . . . . . . . . . . . . . . .24

Article 2 - Participation . . . . . . . . . . . . . . . . . . . . .25

2.1 Entry Date . . . . . . . . . . . . . . . . . . . . . . . .25
2.2 Break in Service . . . . . . . . . . . . . . . . . . . . .26
2.3 OwnerEmployee. . . . . . . . . . . . . . . . . . . . . . .26

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TABLE OF CONTENTS
(CONTINUED)
PAGE
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Article 3 - Contributions . . . . . . . . . . . . . . . . . . . . .27

3.1 Employer Contributions . . . . . . . . . . . . . . . . . .27
3.2 Allocation of Contributions. . . . . . . . . . . . . . . .27
3.3 Deductible Contributions . . . . . . . . . . . . . . . . .30
3.4 Voluntary AfterTax Contributions . . . . . . . . . . . . .30
3.5 Rollover Contributions . . . . . . . . . . . . . . . . . .30
3.6 Return of Contributions. . . . . . . . . . . . . . . . . .31
3.7 401(k) Features. . . . . . . . . . . . . . . . . . . . . .31
3.8 Matching and Voluntary AfterTax Contributions. . . . . . .36
3.9 401(k) Features in Plans Covering Collectively
Bargained Employees . . . . . . . . . . . . . . . . . . .39

Article 4 - Accounts. . . . . . . . . . . . . . . . . . . . . . . .39

4.1 Plan Account . . . . . . . . . . . . . . . . . . . . . . .39
4.2 Vesting. . . . . . . . . . . . . . . . . . . . . . . . . .39
4.3 Limitations on Allocations . . . . . . . . . . . . . . . .41

Article 5 - Investments . . . . . . . . . . . . . . . . . . . . . .48

5.1 Investment Authority . . . . . . . . . . . . . . . . . . .48
5.2 Permitted Investments. . . . . . . . . . . . . . . . . . .50
5.3 Plan Loans . . . . . . . . . . . . . . . . . . . . . . . .51
5.4 Uninvested Cash. . . . . . . . . . . . . . . . . . . . . .53
5.5 Earnings . . . . . . . . . . . . . . . . . . . . . . . . .53
5.6 Use of Affiliates. . . . . . . . . . . . . . . . . . . . .53
5.7 Special Holding Account. . . . . . . . . . . . . . . . . .53
5.8 Valuation. . . . . . . . . . . . . . . . . . . . . . . . .54
5.9 Accountings. . . . . . . . . . . . . . . . . . . . . . . .54

Article 6 - Distributions . . . . . . . . . . . . . . . . . . . . .54

6.1 Determination of Spouse. . . . . . . . . . . . . . . . . .54
6.2 Lifetime Benefits. . . . . . . . . . . . . . . . . . . . .54
6.3 Distributions Subject to Survivor Annuity Rules. . . . . .58
6.4 Distributions Exempt from Survivor Annuity Rules . . . . .60
6.5 Benefit Distribution After Death . . . . . . . . . . . . .61
6.6 Transfer of Assets from Another Plan . . . . . . . . . . .62
6.7 Missing Persons. . . . . . . . . . . . . . . . . . . . . .62

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TABLE OF CONTENTS
(CONTINUED)
PAGE
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6.8 Disputed Payments. . . . . . . . . . . . . . . . . . . . .63
6.9 Distribution to Minors and Legally Incompetent Persons . .63
6.10 Distribution to Alternate Payees. . . . . . . . . . . . .63
6.11 PreRetirement Distributions . . . . . . . . . . . . . . .63
6.12 Hardship Withdrawals. . . . . . . . . . . . . . . . . . .64
6.13 Direct Rollovers. . . . . . . . . . . . . . . . . . . . .65
6.14 TEFRA Transitional Rule . . . . . . . . . . . . . . . . .66

Article 7 - Death Benefits and Insurance. . . . . . . . . . . . . .67

7.1 Retention of Life Insurance. . . . . . . . . . . . . . . .67
7.2 Rights of Trustee. . . . . . . . . . . . . . . . . . . . .68
7.3 Premium Payments . . . . . . . . . . . . . . . . . . . . .68
7.4 Distribution on Death and Termination. . . . . . . . . . .68

Article 8 - Duties of the Trustee and the Custodian . . . . . . . .69

8.1 Trustee. . . . . . . . . . . . . . . . . . . . . . . . . .69
8.2 Custodian. . . . . . . . . . . . . . . . . . . . . . . . .69

Article 9 - Administration. . . . . . . . . . . . . . . . . . . . .69

9.1 Plan Administrator . . . . . . . . . . . . . . . . . . . .69
9.2 Administrative Powers and Responsibilities . . . . . . . .70
9.3 Funding Policy . . . . . . . . . . . . . . . . . . . . . .71
9.4 Review Procedure for Denied Benefits . . . . . . . . . . .71
9.5 Standard of Conduct. . . . . . . . . . . . . . . . . . . .71
9.6 Delegation . . . . . . . . . . . . . . . . . . . . . . . .71
9.7 Expenses . . . . . . . . . . . . . . . . . . . . . . . . .72

Article 10 - Power, Duties and Obligations of Broker. . . . . . . .72

10.1 Duties. . . . . . . . . . . . . . . . . . . . . . . . . .72
10.2 Nominee . . . . . . . . . . . . . . . . . . . . . . . . .72
10.3 Scope of Duties . . . . . . . . . . . . . . . . . . . . .72
10.4 Scope of Liability. . . . . . . . . . . . . . . . . . . .72
10.5 Resignation or Removal. . . . . . . . . . . . . . . . . .72

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(CONTINUED)
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Article 11 - Amendment, Termination, and Transfer . . . . . . . . .73

11.1 Amendment or Termination by CSTC. . . . . . . . . . . . .73
11.2 Amendment or Termination by Employer. . . . . . . . . . .73
11.3 Distribution After Termination. . . . . . . . . . . . . .74
11.4 Merger, Consolidation, or Transfer. . . . . . . . . . . .74
11.5 Maintenance of Qualified Status . . . . . . . . . . . . .74

Article 12 - Determination of TopHeavy Status . . . . . . . . . . .74

12.1 Application . . . . . . . . . . . . . . . . . . . . . . .74
12.2 Criteria. . . . . . . . . . . . . . . . . . . . . . . . .75
12.3 TopHeavy Ratio. . . . . . . . . . . . . . . . . . . . . .75
12.4 Adjustment to Fractions . . . . . . . . . . . . . . . . .76
12.5 TopHeavy Minimum Contributions. . . . . . . . . . . . . .76

Article 13 - Adoption of Plan by Affiliated Employers . . . . . . .77

13.1 Adoption Procedure. . . . . . . . . . . . . . . . . . . .77
13.2 Effect of Adoption by Affiliated Employer . . . . . . . .77

Article 14 - Other Information. . . . . . . . . . . . . . . . . . .78

14.1 Employment Relationship . . . . . . . . . . . . . . . . .78
14.2 Prohibited Transactions . . . . . . . . . . . . . . . . .78
14.3 Prohibited Assignment of Benefits . . . . . . . . . . . .78
14.4 Tax Qualification and Governing Law . . . . . . . . . . .78
14.5 Approval by Internal Revenue Service. . . . . . . . . . .79
14.6 Severability. . . . . . . . . . . . . . . . . . . . . . .79
14.7 Source of Benefits. . . . . . . . . . . . . . . . . . . .79
14.8 Commingling . . . . . . . . . . . . . . . . . . . . . . .79
14.9 Liquidation of Assets . . . . . . . . . . . . . . . . . .79
14.10 Exclusive Benefit Limitation . . . . . . . . . . . . . .79
14.11 Bonding and Insurance. . . . . . . . . . . . . . . . . .79
14.12 Rules of Construction. . . . . . . . . . . . . . . . . .80

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PAGE
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CUSTODY AGREEMENT - APPENDIX 2 . . . . . . . . . . . . . . . B-1

1. Establishment of Custody Account. . . . . . . . . . . . B-2
2. The Parties . . . . . . . . . . . . . . . . . . . . . . B-2
3. Appointment as Agent. . . . . . . . . . . . . . . . . . B-2
4. Investment of Property. . . . . . . . . . . . . . . . . B-2
5. Powers of CSTC. . . . . . . . . . . . . . . . . . . . . B-3
6. Services by and Brokerage Transacted
Through the Affiliated Organizations. . . . . . . . . . B-3
7. Income and Principal; Additions and Withdrawals . . . . B-4
8. Proxies; Corporate Literature; Shareholder Information. B-4
9. Statements. . . . . . . . . . . . . . . . . . . . . . . B-5
10. Instructions. . . . . . . . . . . . . . . . . . . . . . B-5
11. Compensation, Expenses and Other Charges. . . . . . . . B-5
12. Indemnification; Disputes . . . . . . . . . . . . . . . B-6
13. Amendment and Termination . . . . . . . . . . . . . . . B-7
14. Removal and Appointment of an Authorized Person . . . . B-7
15. Miscellaneous . . . . . . . . . . . . . . . . . . . . . B-7

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<PAGE>

THE CHARLES SCHWAB 401(k) PROFIT SHARING PLAN,
TRUST AND CUSTODIAL AGREEMENT

BASIC PLAN DOCUMENT 02

INTRODUCTION

In this document, we describe The Charles Schwab 401(k) Profit Sharing
Plan, Basic Plan Document 02, (the "Plan"), its Trust Agreement and, if
applicable, the Custody Agreement. We also define important terms to help make
the Plan easier to understand.

The Plan is a model plan document called a prototype plan - that is, a
standard plan from which an Employer can select certain options on either the
Non-Standardized Adoption Agreement or the Standardized Adoption Agreement. The
Plan document, including the Trust Agreement and, if applicable, the Custody
Agreement, together with either the Non-Standardized Adoption Agreement, Number
001, or the Standardized Adoption Agreement, Number 002, completed when the
Employer opened its account, is the agreement between the Employer and The
Charles Schwab Trust Company ("CSTC") which sponsors the prototype plan and acts
either as trustee (the "Trustee"), or as custodian (the "Custodian") if
individuals are appointed by the Employer to serve as trustee.

Any self-employed person, partnership, corporation, or limited liability
company may adopt the Plan. The Employer must establish and maintain the Plan
for the exclusive benefit of Plan Participants and their Beneficiaries. We
intend that the Plan established and maintained by Employers in this way will
qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended
from time to time, and its related Trust will be exempt from taxation under
Section 501(a) of the Internal Revenue Code.

Throughout this document, we try to explain the Plan as simply and clearly
as possible, while fully and accurately reflecting language of the Internal
Revenue Code. In Article 1 below, we define terms that have meanings specific
to this document except where the context clearly indicates otherwise. Some
terms are too complicated and lengthy to define here. When these terms appear
in the document, reference is made to the appropriate Internal Revenue Code
section. To indicate additional information contained elsewhere in this
document, reference is made to the appropriate Plan, Article or section.

ARTICLES

ARTICLE 1 - DEFINITIONS

1.1 ACCOUNT. Accounting record maintained by the Plan Administrator
showing the Participant's interest in the Plan, including contributions,
forfeitures, income, expense and actual or allocated earnings gains and losses
attributable to contributions and/or forfeitures.

<PAGE>

1.2 ADJUSTMENT FACTOR. Cost-of-living Adjustment Factor prescribed by the
Secretary of the Treasury according to Code section 415(d) and applied to dollar
limitations in the Plan.

1.3 ADOPTION AGREEMENT. Refers to either the Non-Standardized Adoption
Agreement, Number 001, or the Standardized Adoption Agreement, Number 002,
whichever was adopted by the Employer.

1.4 AFFILIATED EMPLOYER. Any entity that meets one of the following
criteria:

(a) Any incorporated or unincorporated trade or business that is
under common control (as described in Code section 414(b) or Code section
414(c)) with the Employer;

(b) Any incorporated or unincorporated organization that is a member
of an affiliated service group (as described in Code section 414(m)) that
includes the Employer; or

1.5 AGGREGATE LIMIT. The Aggregate Limit is the greater of (A) or (B):

(A) The sum of:

(i) 125 percent of the greater of the Average
Deferral Percentage or the Average Contribution Percentage of the Nonhighly
Compensated Employees, and

(ii) two percentage points plus the lesser of the
Average Deferral Percentage or the Average Contribution Percentage of the
Nonhighly Compensated Employees, but in no event twice the lesser of the Average
Deferral Percentage or Average Contribution Percentage of the Nonhighly
Compensated Employees.

(B) The sum of:

(i) 125 percent of the lesser of the Average
Deferral Percentage or Average Contribution Percentage of the Nonhighly
Compensated Employees, (ii) and two percentage points plus the greater of the
Average Deferral Percentage or the Average Contribution Percentage of the
Nonhighly Compensated Employees, but in no event twice the greater of the
Average Deferral Percentage or Average Contribution Percentage of the Nonhighly
Compensated Employees.

1.6 ANNUITY CONTRACT. Nontransferable annuity contract issued by an
Insurer.

1.7 ANNUITY STARTING DATE. First day of the first period for which an
amount is payable either as an annuity or in another form.

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1.8 APPLICABLE CALENDAR YEAR. First distribution year, or if life
expectancy is being recalculated, a succeeding calendar year.

1.9 APPLICABLE LIFE EXPECTANCY. Life expectancy of the Participant (or
the joint life and last survivor expectancy of the Participant and the
Participant's designated Beneficiary) computed using the "expected return
multiples" in Tables V and VI of section 1.72-9 of the federal income tax
regulations. If life expectancy is being recalculated, it is based on the
attained age(s) of the Participant (and, if applicable, the Participant's
designated Beneficiary) in the Applicable Calendar Year. If life expectancy is
not being recalculated, the initial life expectancy is reduced by one for each
calendar year that has elapsed since life expectancy was first calculated.
Unless the Participant (or the Participant's spouse, if the Participant dies)
makes a contrary election by the time distributions are required to begin, life
expectancies shall be recalculated annually. Such elections will be irrevocable
as to the Participant (or spouse, as applicable) and will apply to all
subsequent years. The life expectancy of a nonspouse Beneficiary may not be
recalculated.

1.10 APPLICABLE NOTE PERIOD. Period during which the Plan Administrator
must provide a Participant with an explanation of the Participant's options on
the timing and form of benefit distributions. The Plan Administrator must
provide the explanation during whichever of the four following periods ends
last:

(a) The period beginning the first day of the Plan Year in which the
Employee reaches age 32 and ending at the close of the Plan Year preceding the
Plan Year in which the Employee reaches age 35;

(b) A reasonable period ending after the Employee becomes a
Participant;

(c) A reasonable period ending after Code section 417(a) ceases to
apply to the Participant because the Plan no longer fully subsidizes the cost of
the Qualified Preretirement Survivor Annuity or the Qualified Joint and Survivor
Annuity.

(d) A reasonable period ending after the survivor annuity
requirements (as described in Code section 401(a)(11)) begin to apply to the
Participant.

If the Participant Terminates Service before the Participant reaches age
35, the Applicable Notice Period will be a reasonable period ending after the
date the Participant Terminates Service. The "reasonable period" referred to in
this section includes the two-year period that begins one year before the event
described.

If the Employer reemploys the Participant, the Employer will redetermine
the Applicable Notice Period.

Please note: The "Applicable Notice Period" for a Qualified Joint and
Survivor Annuity will begin at least 30 days, but not more than 90 days, before
the Participant's Annuity Starting Date; provided, however, the Participant's
Annuity Starting Date may be less than 30 days after written notice is provided

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to the Participant if the requirements under Code section 417 and the
corresponding regulations are met. The "Applicable Notice Period" for purposes
of Code section 402(f) will begin at least 30 days, but no more than 90 days,
before the date of distribution; provided, however, if the distributee
affirmatively elects a distribution after having received the notice required
under Code section 402(f), a distribution may be made less than 30 days after
such notice was provided as long as the Plan Administrator provided information
to the distributee clearly indicating that the distributee has the right to
consider the decision of whether to elect a direct rollover for at least 30 days
after the notice is provided. The "Applicable Notice Period" for purposes of
Voluntary Distributions will begin at least 30 days, but not more than 90 days,
before the date of distribution commences; provided, however, the distribution
may commence less than 30 days after the notice was provided to the Participant
if the requirements under Code section 411 and the corresponding regulations are
met.

1.11 AUTHORIZED FUND. An investment company registered under the
Investment Company Act of 1940, as amended, the shares of which may be
designated by the Employer with the Investment Authorization as an investment
option under the Plan.

1.12 AVERAGE CONTRIBUTION PERCENTAGE. The average (expressed as a
percentage) of the Contribution Percentages of the Highly Compensated Employee
Group and the Nonhighly Compensated Employee Group.

1.13 AVERAGE DEFERRAL PERCENTAGE. The average (expressed as a percentage)
of the Deferral Percentages of the Highly Compensated Employee Group and the
Nonhighly Compensated Employee Group.

1.14 BASE CONTRIBUTION PERCENTAGE. For a Plan that uses the Maximum
Disparity Rate to allocate Employer Contributions, the contribution rate applied
to a Participant's Compensation before the allocation to a Participant's Excess
Compensation.

1.15 BENEFICIARY. Person(s) designated by the Participant (or the
Participant's surviving spouse) to receive benefits when the Participant (or the
surviving spouse) dies. If the Participant fails to designate a Beneficiary, or
is not survived by any designated Beneficiary, the Participant's surviving
spouse, if any, will be treated as the designated Beneficiary, and if there is
no surviving spouse benefits will be distributed to the Participant's estate.

1.16 BENEFITING. A Participant is treated as benefiting under the Plan for
any Plan Year during which the Participant received (or is deemed to receive) an
allocation in accordance with section 1.410(b)-3(a) of the federal income tax
regulations.

1.17 BREAK IN SERVICE. Each Plan Year during which an Employee completes
less than 501 Hours of Service with the Employer or an Affiliated Employer.

If the Employer has elected to apply Elapsed Time in the Adoption
Agreement, then a Break in Service is a Severance Period (as defined in section
1.34(b)) of at least 12 consecutive months.

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1.18 BROKER. Charles Schwab & Co., Inc. or its successor or assign serving
from time to time, which shall be a broker-dealer registered under the
Securities Exchange Act of 1934, as amended. Charles Schwab & Co., Inc. is an
affiliate of The Charles Schwab Trust Company.

1.19 CODE. The Internal Revenue Code of 1986, as amended.

1.20 COMMITTEE. One or more persons designated by the Employer to act as
Plan Administrator in accordance with the provisions of Article 9.

1.21 COMPENSATION.

(a) COMPENSATION FOR ALL PURPOSES OTHER THAN TOP-HEAVY PURPOSES AND
DETERMINING COMPENSATION UNDER A PLAN INTEGRATED WITH SOCIAL SECURITY. For
purposes of allocating Employer Contributions, Elective Salary Deferrals,
Matching Contributions and Voluntary After-Tax Contributions, and for
purposes of calculating the Average Deferral Percentage and the Average
Contribution Percentage, but not for Top-Heavy purposes or determining
Compensation under a Plan integrated with Social Security, Compensation means:

(1) For a self-employed person -- Compensation will be earned
income for the Plan Year; that is, the net earning derived from material,
income-producing, personal services rendered in the trade, business or
profession for which the person establishes the Plan. However, net earnings
shall not cover items not included in gross income or any deductions for those
items. Net earnings will be reduced by the Employer's contributions to a
qualified plan to the extent those contributions are deductible under Code
section 404 and the deduction allowed by Code section 164(f) also will be
applied.

(2) For all other Employees -- Compensation will be the amount
determined under the elections made in the Adoption Agreement, I.E., Form W-2
compensation, Code section 3401(a) compensation, or Code section 415 safe-harbor
compensation. Form W-2 compensation and Code section 3401(a) compensation will
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 section 3401(a)(2)).

(A) If elected by the Employer in the Adoption Agreement,
Compensation shall include contributions made under a salary reduction agreement
that are excluded from the Employee's gross income as described in Code sections
125, 402(e)(3), 402(h)(1)(B), and 403(b); contributions under governmental plans
described in Code section 414(h)(2); and deferred compensation within the
meaning of Code section 457(b).

(B) If elected by the Employer in the Adoption Agreement,
Compensation shall exclude reimbursements or other expense allowances, cash and
noncash fringe benefits, moving expenses, deferred compensation, and welfare
benefits.

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(C) If elected by the Employer in the Non-Standardized
Adoption Agreement, Compensation shall exclude overtime pay, bonuses,
commissions, or any other items elected by the Employer.

(3) Regardless of which definition the Employer elects,
Compensation means the amounts actually paid to the Employee during the Plan
Year or other applicable period.

(b) COMPENSATION FOR TOP-HEAVY PURPOSES AND FOR DETERMINING
COMPENSATION UNDER A PLAN INTEGRATED WITH SOCIAL SECURITY. For Top-Heavy
purposes, for purposes of allocating Employer Contributions, Elective Salary
Deferrals, Matching Contributions, and Voluntary After-Tax Contributions in a
Plan integrated with Social Security, and for purposes of calculating the
Average Deferral Percentage and the Average Contribution Percentage,
Compensation shall mean Form W-2 compensation, 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 labor in Code section 3401(a)(2)).
Compensation under this Section 1.21(b) shall exclude reimbursements or other
expense allowances, cash and noncash fringe benefits, moving expenses,
deferred compensation, and welfare benefits. Such Compensation shall include
any amount contributed by the Employer pursuant to a salary reduction
agreement that is not includible in the gross income of the Employee under
Code sections 125, 402(e)(3), 402(h)(1)(B), or 403(b); contributions under
governmental plans described in Code section 414(h)(2); and deferred
compensation within the meaning of Code section 457(b).

(c) COMPENSATION PERIOD. Notwithstanding any other provision of this
Plan and the Adoption Agreement, for the purposes of allocating Employer
Contributions, Elective Salary Deferrals, Matching Contributions, and Voluntary
After-Tax Contributions and calculating the Average Deferral Percentage and the
Average Contribution Percentage, the Employer may limit the period taken into
account for the determination of Compensation to Compensation for the entire
Plan Year or Compensation for the portion of the Plan Year in which the Employee
became a Participant, provided that such limit is applied uniformly to all Plan
Participants for the Plan Year in which the election is made.

(d) CONTRIBUTION LIMITS. To apply the limitations on annual
additions to a Participant's Account, see subsection 4.3(a)(3) below.

(e) DOLLAR LIMITATION.

(1) General Rule -- Compensation in excess of $150,000 (as
adjusted pursuant to section 401(a)(17)(B)) shall not qualify for consideration
under the Plan.

(2) Limit applies to certain family members -- When applying
this limit to a Highly Compensated Employee, the limit also applies to the
"family" of the Highly Compensated Employee. Family means the Participant's
spouse and the Participant's direct descendants, if any, who have not yet
reached age 19 at the end of the Plan Year. If, as a result of applying such
rules, the dollar limitation is exceeded, the limitation will be prorated among
the affected Participants (other than for purposes of allocating profit sharing
contributions in an integrated plan pursuant to section 3.2(b)) in

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proportion to each Participant's Compensation, as determined under this
section before applying this limitation.

(3) Limit in Short Plan Year -- If the period for determining
Compensation used in calculating an Employee's allocation for a determination
period is a short Plan Year (i.e., shorter than 12 months), the Plan
Administrator will calculate the annual Compensation limit by multiplying the
otherwise applicable annual Compensation limit by a fraction, the numerator of
which is the number of months in the short Plan Year and the denominator of
which is 12.

1.22 CONTRIBUTION PERCENTAGE AMOUNTS. The sum of the Voluntary After-Tax
Contributions, Matching Contributions, Qualified Matching Contributions (to the
extent not taken into account in calculating the Average Deferral Percentage
test described in Plan section 3.7(c)), and Elective Salary Deferrals and
Qualified Nonelective Contributions treated as Matching Contributions made for
the Participant for the Plan Year. Notwithstanding the foregoing, the
Contribution Percentage Amounts shall exclude Elective Salary Deferrals when
determining the Contribution Percentage amounts but only if the Average
Deferral Percentage test is satisfied before the Elective Salary Deferrals are
used in the Average Contribution Percentage test and the former test continues
to be satisfied after the Elective Salary Deferral that are used in the Average
Contribution Percentage test are excluded. Notwithstanding the foregoing, the
Contribution Percentage Amounts shall exclude any Matching Contributions that
are forfeited to correct Excess Aggregate Contributions or because the
contributions to which they relate constitute Excess Deferrals, Excess
Contributions, Excess Aggregate Contributions or Elective Salary Deferrals
refunded pursuant to Code section 415.

1.23 CONTRIBUTION PERCENTAGE. The ratio of the sum of the contributions
listed below to the Plan made for the Participant to the Participant's
Compensation for the Plan Year:

(a) Matching Contributions pursuant to Plan section 3.2(d), excluding
any Matching Contributions counted in the Participant's Deferral Percentage;

(b) Voluntary After-Tax Contributions pursuant to Plan section 3.4;
and

(c) Qualified Nonelective Contributions, Qualified Matching
Contributions and Elective Salary Deferrals pursuant to Plan section 3.2(d) that
are treated as Matching Contributions (and not counted in the Participant's
Deferral Percentage).

For purposes of calculating the Contribution Percentage, every Participant
eligible to make a Voluntary After-Tax Contribution or an Elective Salary
Deferral shall be included. In contrast, every Participant who fails to satisfy
a service requirement elected by the Employer in the Adoption Agreement in order
to be eligible to make an Elective Salary Deferral or a Voluntary After-Tax
Contribution, or to receive an allocation of Matching Contributions for a Plan
Year, shall be excluded for purposes of calculating the Contribution Percentage
for that Plan Year.

1.24 CSTC. The Charles Schwab Trust Company, its successors and assigns.
The Charles Schwab Trust Company is an affiliate of Charles Schwab & Co., Inc.

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1.25 CUSTODIAN AND CUSTODY AGREEMENT. CSTC or, if applicable, an affiliate
or successor, shall be the Custodian, but only if the Employer has not appointed
CSTC as Trustee. In such case, the Custody Agreement in Appendix 2 shall be
incorporated herein, and shall establish the arrangement by which the Trust Fund
will be held and managed by the Custodian.

1.26 DEDUCTIBLE CONTRIBUTIONS. Before-tax contributions as defined in Code
section 72(o)(5)(A) and earnings thereon made to a prior plan by an Employee for
taxable years prior to 1987 that are held, together with earnings, in the
Employee's Deductible Contributions Account.

1.27 DEFERRAL PERCENTAGE. The ratio of the sum of the Contributions listed
below to the Plan made for the Participant to the Participant's Compensation for
the Plan Year:

(a) Elective Salary Deferrals pursuant to Plan section 3.7(a),
including excess deferrals of Highly Compensated Employees. Elective Salary
Deferrals counted in the Participant's Contribution Percentage will be excluded
only if the nondiscrimination test in Section 3.7 is satisfied whether or not
the deferrals are excluded.

(b) Qualified Nonelective Contributions and Qualified Matching
Contributions treated as Elective Salary Deferrals pursuant to Plan section
3.2(d) at the election of the Employer.

(1) Nonforfeitable at all times, regardless of the Employee's
age and/or service or whether the Employee is employed on a specific date,

(2) Not counted in the Employee's Contribution Percentage, and

(3) Subject to the distribution restrictions described in
Section 3.7(h).

A Participant who did not enter into a Salary Reduction Agreement will be
treated as a Participant who elected to have a Deferral Percentage (based on
Elective Salary Deferrals) of zero.

1.28 DETERMINATION DATE. With respect to any Plan Year, (1) the
Determination Date shall be the last day of the preceding Plan Year, or (2) in
the case of the first Plan Year of the Plan, the last day of such Plan Year.

1.29 DIRECTED ACCOUNT. An Account for which the Participant directs the
investment of assets.

1.30 DISABILITY. Condition, certified by a physician selected by the
Employer, in which a person is unable to engage in any substantial gainful
activity due to physical or mental impairment. The physician must certify that
the condition:

(a) Has lasted (or is expected to last) at least 12 consecutive
months; or

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(b) Is expected to result in death.

1.31 DISTRIBUTION CALENDAR YEAR. Calendar year for which a minimum
distribution is required. The first Distribution Calendar Year will be
determined as follows:

(a) For distributions beginning before a Participant's death, the
calendar year preceding the Participant's Required Beginning Date.

(b) For distributions beginning after a Participant's death, the
calendar year in which distributions are required to begin.

1.32 EARLY RETIREMENT AGE. If elected by an Employer, the date specified
in the Adoption Agreement.

1.33 EFFECTIVE DATE. Date specified in the Adoption Agreement as the
Effective Date of the Plan.

1.34 ELAPSED TIME. If elected by the Employer in the Adoption Agreement,
an Employee will receive credit for the aggregate of all time period(s) starting
with the first day the Employee performs an Hour of Service and ending on the
date a Break in Service begins. An Employee will also receive credit for any
"Severance Period" of less than 12 consecutive months. Fractional periods of a
year will be expressed in terms of days (where 365 days constitute one year).

(a) An Hour of Service, for purposes of this section 1.34, means each
hour for which an Employee is paid or entitled to be paid for performing duties
for the Employer.

(b) A "Severance Period" is a continuous period of time during which
the Employee is not employed by the Employer, beginning on the date the Employee
retires, quits or is discharged, or if earlier, the 12 month anniversary of the
date on which the Employee was otherwise first absent from service.

(c) If an Employer is part of a group of two or more Affiliated
Employers, the Employee will be credited for employment with any other
Affiliated Employer.

1.35 ELECTION PERIOD.

(a) For a Qualified Joint and Survivor Annuity, the 90-day period
ending on the Participant's Annuity Starting Date.

(b) For a Qualified Preretirement Survivor Annuity, the period
beginning the first day of the Plan Year in which the Participant reaches age 35
and ending the day the Participant dies.

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(1) If a Participant Terminates Service before the first day of
that period, the Election Period will begin on the date the Participant
Terminates Service and will apply to the assets in the Participant's Account on
that date.

(2) A Participant who has not yet reached age 35 by the end of
the current Plan Year may make a special Qualified Election to waive the
Qualified Preretirement Survivor Annuity for the period beginning on the date of
this election and ending on the first day of the Plan Year in which the
Participant reaches age 35.

(A) The election shall not be valid unless the Participant
receives a written explanation of the Qualified Preretirement Survivor Annuity
similar to the explanation provided in Section 6.3(d).

(B) Qualified Preretirement Survivor Annuity coverage will
be reinstated the first day of the Plan Year in which the Participant reaches
age 35. To be valid, any waiver after that date must meet the requirements of a
Qualified Election.

1.36 ELECTIVE SALARY DEFERRALS. Contributions made by the Employer at the
election of the Participant (i.e., excluding Employer Contributions, Qualified
Nonelective Contributions, Qualified Matching Contributions or Matching
Contributions) to the Plan under a qualified cash or deferred arrangement, as
defined in Code section 401(k), plus other elective deferrals made to:

(a) A simplified employee pension, as defined in Code section
402(h)(1)(B);

(b) An annuity contract, as defined in Code section 403(b), under a
salary reduction arrangement to the extent such contributions are not includible
in the individual's gross
income for the taxable year;

(d) A plan described in Code section 501(c)(18).

Notwithstanding the foregoing, Elective Salary Deferrals properly
distributed as excess annual additions pursuant to Code section 415 shall no
longer be considered Elective Salary Deferrals following such distribution.

1.37 ELIGIBLE EMPLOYEE. Each Employee who has satisfied the age and
service requirements, if any, elected by the Employer in the Adoption Agreement.

1.38 ELIGIBLE PARTICIPANT. Each Participant who has a right to an
allocation under the elections made by the Employer in the Adoption Agreement.

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1.39 EMPLOYEE.

(a) Any person (except for a person described in subsections (b) or
(c) below) who is:

(1) Employed by the Employer or any Affiliated Employer; or

(2) Self-employed, including partners of a partnership, and
treated as an Employee under Code section 401(c).

(b) Unless otherwise elected by the Employer, any nonresident alien
whose earned income from the Employer is not considered income from U.S. sources
under Code section 861(a)(3).

1.40 EMPLOYER. The entity named in the Adoption Agreement and any other
entity named in the Adoption Agreement. Notwithstanding the foregoing, if the
Employer executes the Standard Adoption Agreement, the Employer shall mean the
Employer and every Affiliated Employer.

1.41 EMPLOYER CONTRIBUTIONS. Contributions made by the Employer other than
Matching Contributions, Qualified Nonelective Contributions, Qualified Matching
Contributions and Elective Salary Deferrals.

1.42 EMPLOYER SECURITIES. Common stock issued by the Employer (or by a
corporation that is a member of the same controlled group within the meaning of
Code section 414(b)) that is readily tradeable on an established securities
market. If authorized by the Employer in the Investment Authorization, Employer
Securities may be acquired by one or more of the following sources: Elective
Salary Deferrals; Employer Contributions; Rollover Contributions; Matching
Contributions; Qualified Matching Contributions; Qualified Nonelective
Contributions; and Voluntary After-Tax Contributions. The aforementioned
deferrals and contributions may, in accordance with the Investment
Authorization, be invested entirely in Employer Securities.

1.43 ENTRY DATE. The Effective Date, and the dates described in section
2.1, including such dates as the Employer shall have selected in the Adoption
Agreement.

1.44 ERISA. Employee Retirement Income Security Act of 1974, as amended.

1.45 EXCESS AGGREGATE CONTRIBUTIONS. The amount of Matching Contributions
and Voluntary After-Tax Contributions, together with any Elective Salary
Deferral treated as Matching Contributions, made for Highly Compensated
Employees that exceed the maximum amount of such Contributions that may be made
under the nondiscrimination test of Code section 401(m)(2)(A). Such
determination shall be made after first determining Excess Deferrals pursuant to
section 1.48 and then Excess Contributions pursuant to section 1.47.

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1.46 EXCESS COMPENSATION. A Participant's Compensation above the
Integration Level for a Plan Year.

1.47 EXCESS CONTRIBUTIONS. The amount of the Participant's Elective Salary
Deferrals that exceeds the maximum amount of such Contributions that may be made
under the nondiscrimination test of Code section 401(k)(3). Excess
Contributions shall be treated as annual additions pursuant to Code section 415.

1.48 EXCESS DEFERRALS. The Contributions made on behalf of a Participant
under any qualified cash or deferred arrangements described in Code sections
401(k), 408(k), or 403(b) for a taxable year that exceed the limitation
described in Section 3.7 and are includible in the Participant's gross income
under Code section 402(g). Excess Deferrals shall be treated as annual
additions unless distributed no later than April 15 following the close of the
Participant's taxable year in which such Excess Deferrals arose.

1.49 FAMILY MEMBER. An Employee's spouse and lineal ascendants or
descendants and the spouses of any lineal ascendants or descendants.

1.50 FIVE-PERCENT OWNER. Person who owns (or is considered to own, as
described in Code section 318):

(a) More than 5 percent of the outstanding stock of the Employer;

(b) Stock representing more than 5 percent of the total combined
voting power of all the Employer's stock; or

1.51 FORFEITURE. Any portion of an Account of a Participant that is
forfeited as provided in Article 6.

1.52 FULL DISCRETION. The ability of a Participant to invest the assets of
a Directed Account in the following categories of investments as provided under
the Investment Authorization and offered by CSTC or the Broker in the ordinary
course of its business: (i) any security that is traded on an established
securities exchange; (ii) shares or units issued by an investment company
registered under the Investment Company Act of 1940, as amended; and
(iii) obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. A separate account at the Broker shall be established for
each Participant who is authorized to exercise Full Discretion.

1.53 HIGHLY COMPENSATED EMPLOYEE.

(a) Unless otherwise provided in section 414(q) of the Code or the
regulations thereunder, a Highly Compensated Employee includes:

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(1) any Employee who performs service for the Employer during
the determination year and who, during the look-back year: (A) received
Compensation from the Employer in excess of $75,000 adjusted by the Adjustment
Factor; (B) received Compensation from the Employer in excess of $50,000
adjusted by the Adjustment Factor and was a member of the "top-paid group" for
the year; or (C) was an officer of the Employer and received Compensation during
the look-back year in excess of 50 percent of the dollar limit in effect under
Code section 415(b)(1)(A). If no officer has satisfied the Compensation
requirement during either a determination year or a look-back year, the Plan
Administrator will treat the highest-paid officer for the year as a Highly
Compensated Employee.

(2) an Employee who is a Five-Percent Owner at any time during
the look-back year or determination year.

(3) SIMPLIFIED METHOD. If elected by an eligible Employer in
the Adoption Agreement, $50,000 (adjusted by the Adjustment Factor) is
substituted for $75,000 in paragraph (1)(A) above, and paragraph (1)(B) above
does not apply. An Employer is eligible to make this election only if the
Employer maintains significant business activities at which it employs Employees
in two (or more) separate geographical areas.

(4) an Employee who is described in subparagraphs (A), (B) or
(C) above if the term "determination year" is substituted for the term
"look-back" year and who is also one of the 100 Employees who received the
highest Compensation from the Employer during the determination year.

(b) A Highly Compensated former Employee includes an Employee who
Terminates Service (or was deemed to have terminated employment) before the
determination year, performs no service for the Employer during the
determination year and is a Highly Compensated active Employee in the year
the Employee Terminates Service or in any determination year ending on or
after the Employee's 55th birthday.

(c) The Plan Administrator will aggregate an Employee who is,
during a determination year or look-back year, a Family Member of either a
Five-Percent Owner (who is an active or former Employee) or one of the 10
most Highly Compensated Employees ranked on the basis of Compensation paid by
the Employer during the year with the Family Member or top-ten Highly
Compensated Employee. The Plan Administrator will treat the Family Member and
the Five-Percent Owner or top-ten Highly Compensated Employee as a single
Employee receiving Compensation and contributions or benefits equal to the
sum of such Compensation and contributions or benefits of the Family Member
and the Five-Percent Owner or top-ten Highly Compensated Employee.

(d) The Plan Administrator will make the determination of who is a
Highly Compensated Employee, including the determination and the number and
identity of Employees in the top-paid group, the top 100 Employees, the number
of Employees treated as officers and the Compensation taken into Account in
accordance with Code section 414(q) and the regulations thereunder.

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(e) Unless the Employer elects otherwise, then for purposes of this
section, the determination year means the Plan Year; the look-back year means
the 12-month period immediately preceding the determination year; and the
top-paid group is the group consisting of the top 20 percent of Employees
ranked on the basis of Compensation during the applicable year.
Notwithstanding the foregoing, if the Plan Year is a calendar year, or if
another qualified plan of the Employer so provides, then the look-back year
shall be the calendar year ending with or within the Plan Year for which
testing is being performed, and the determination year (if applicable) shall
be the period of time, if any, which extends beyond the look-back year and
ends on the last day of the Plan Year for which testing is being performed.
If elected by the Employer, these periods shall be applied on a uniform and
consistent basis to all plans, entities and arrangements of the Employer.

1.54 HIGHLY COMPENSATED EMPLOYEE GROUP. The Highly Compensated
Employees
eligible to participate in the Plan.

1.55 HOUR OF SERVICE.

(a) Each hour for which an Employee (including an individual
considered an Employee under Code section 414(n)) is directly or indirectly
paid by (or entitled to payment from) an Affiliated Employer for performing
services. The Plan Administrator must credit hours for the computation
periods in which the services are performed.

(b) Each hour for which an Employee is paid, or entitled to payment,
by the Employer on Account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, holiday, illness incapacity (including Disability), jury duty,
military duty, layoff or leave of absence. No Hours of Service shall be
credited under this paragraph with respect to payments made under any plan
maintained solely for the purpose of complying with applicable worker's
compensation, unemployment compensation, or disability insurance laws or made
solely to reimburse the individual for medical or medically related expenses
incurred by the individual.

(c) The Plan Administrator must calculate and credit the hours (as
described in subsections (a) and (b) above) according to Department of Labor
Regulations section 2530.200b-2 which is incorporated by reference. If an
Employer finds it impractical to count the actual Hours of Service for any class
or group of Employees, each Employee in that class or group shall be credited
with the Hours of Service shown in the following table for each pay period in
which the Employee has at least one Hour of Service:

Pay Period Hours of Service Credit
----------------------- -------------------------

daily 10
weekly 45
bi-weekly 90
semi-monthly 95
monthly 190

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However, an Employee shall be credited only for his normal working hours
during a paid absence.

The Plan Administrator must credit no more than 501 Hours of Service to an
Employee under this subsection (b) during a single, continuous period of
service, whether or not the period occurs in a single computation period.

(d) Each hour for which back pay (whether or not damages have been
reduced) has been awarded or agreed to by the Employer or an Affiliated
Employer.

Hours must be credited for the period or periods to which the award or
agreement pertains, rather than for the computation period in which the award or
agreement is made. The same Hours of Service must not be credited under
subsections (a) and (b) above, as applicable, and under this subsection (d).

(e) If an Employee is absent from work for the following reasons
(generally referred to in the subsection as a "parental absence"):

(1) Pregnancy of the Employee;

(2) Birth of the Employee's child;

(3) Placement of a child with the Employee related to the
child's adoption; or

(4) Care of the Employee's child following birth or adoption;
then, unless Elapsed Time rules apply, the Plan Administrator must credit the
Employee with the number of Hours of Service that would have been credited had
there been no parental absence, but not more than 501 Hours of Service.

(A) If the Plan Administrator is unable to determine these
hours, the Employee must receive credit for eight Hours of Service for each day
of the parental absence.

(B) If necessary to prevent the Participant from incurring
a one-year Break in Service for the Plan Year, in which the absence begins, the
Plan Administrator must credit Hours of Service in the Plan Year in which the
parental absence begins.

In all other cases, the credit must be made in the Plan Year immediately
following the Plan Year in which the parental absence begins.

If the Employer elected in the Adoption Agreement to apply Elapsed Time
rules, then for the purpose of determining when an Employer has incurred a
Break in Service, the Employee will be considered employed for the portion of
the period of a parental absence ending on the second anniversary of the
Employee's absence from service.

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No Employee shall receive credit for Hours of Service or a period of
employment in connection with a parental absence unless the Plan Administrator
is timely provided with sufficient information to establish that the absence
from work was due to a parental absence and the number of days of the parental
absence.

1.56 INSURER. Any insurance company selected by the Plan Administrator
which has issued any life insurance contracts or Annuity Contracts covering
Participants.

1.57 INTEGRATION LEVEL. The level of Participants' Compensation elected in
the Adoption Agreement at which allocations of Employer Contributions may
change.

1.58 INVESTMENT AUTHORIZATION. The provisions of the Plan Service
Agreement in which the Employer defines the investment options available to the
person or entity with investment management authority.

1.59 INVESTMENT MANAGER. Any fiduciary (other than a trustee or named
fiduciary as defined in ERISA section 402(a)(2)) who, in accordance with ERISA
section 3(38), has the power to manage, acquire or dispose of any asset of the
Plan; who is (a) registered as an investment adviser under the Investment
Advisers Act of 1940, (b) a bank or (c) an insurance company qualified to
manage, acquire or dispose of Plan assets; and (d) has acknowledged in writing
that he is a fiduciary with respect to the Plan.

1.60 KEY EMPLOYEE. Any Employee or former Employee (and the Beneficiaries
of such Employees) who, pursuant to the rules of Code section 416(i) and the
regulations thereunder, is or was at any time during the determination period:

(1) an officer of the Employer having an annual Compensation
greater than fifty percent (50%) of the dollar limitation under Code section
415(b)(1)(A).

(2) one of the ten (10) Employees having annual Compensation
from the Employer of more than the dollar limitation under Code section
415(c)(1)(A), and owning (or considered as owning under Code section 318) the
largest interests in the Employer.

(3) a Five-Percent Owner of the Employer.

(4) a one-percent owner of the Employer having annual
Compensation from the Employer of more than $150,000.

The determination period is the Plan Year containing the Determination Date and
the four preceding Plan Years.

1.61 LEASED EMPLOYEE. Any person, other than an Employee of an Employer,
who has performed services for the Employer (or for the Employer and related
persons, as described by Code section 414(n)(6)), if the services were:

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(a) Substantially full time for at least one year;

(b) According to an agreement between the Employer and another person
(the "leasing organization"); and

Contributions or benefits attributable to services performed for the
Employer that the leasing organization makes on behalf of the Employee will be
treated as if provided by the Employer.

1.62 LIMITED DISCRETION. The ability of a Participant to invest the assets
of a Directed Account in Authorized Funds or in one or more Managed Accounts or
a combination of both, as provided under the Investment Authorization.

1.63 MANAGED ACCOUNT. An account established at the Broker to hold assets
of the Trust Fund which are invested at the direction of the Plan Administrator,
a duly appointed Investment Manager or (if the Participant exercises Full
Discretion) the Participant.

1.64 MATCHING CONTRIBUTIONS. Matching Contributions are contributions made
by the Employer (other than Employer Contributions, Elective Salary Deferrals
and Qualified Nonelective Contributions) to the Plan or another defined
contribution plan that are based on the Participant's Elective Salary Deferrals
or Voluntary After-Tax Contributions. The Plan Administrator will not count a
contribution and/or allocation that is used to meet the minimum contribution or
benefit requirements in a Plan Year in which the Plan is Top-Heavy that is based
on a Participant's Employee Contributions or Elective Salary Deferrals as a
Matching Contribution.

1.65 MAXIMUM DISPARITY RATE. (Applies only if Employer Contributions are
integrated with Social Security Contributions.) The Maximum Disparity Rate is
equal to the lesser of the Base Contribution Percentage or 2.7% if the
Integration Level elected in the Adoption Agreement is the Taxable Wage Base.
If not, the Maximum Disparity Rate is the lesser of (i) the Base Contribution
Percentage or (ii) the percentage determined under the following formula which
is keyed to the Integration Level elected in the Adoption Agreement:

(a) If the Integration Level is more than zero, but not more than the
greater of $10,000 or 20% of the Taxable Wage Base, 2.7%.

(b) If the Integration Level is more than the greater of (1) $10,000
or (2) 20% of the taxable wage base, but not more than 80% of the taxable wage
base, 1.3%.

1.66 NONHIGHLY COMPENSATED EMPLOYEE. An Employee who is not a Highly
Compensated Employee or a Family Member.

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1.67 NONHIGHLY COMPENSATED EMPLOYEE GROUP. The Nonhighly Compensated
Employees eligible to participate in the Plan.

1.68 NON-STANDARDIZED ADOPTION AGREEMENT. Adoption Agreement, Number
001,
that establishes or amends the Plan as completed and signed by the Employer and
by CSTC.

1.69 NORMAL RETIREMENT AGE. Age 65, unless the Employer has elected a
different age in the Adoption Agreement.

1.70 OWNER-EMPLOYEE.

(a) Self-employed person who entirely owns an unincorporated
business, trade or profession; or

(b) In a partnership or limited liability company, a self-employed
person who owns more than 10 percent of the partnership's or the limited
liability company's capital or profits interest.

1.71 PARTICIPANT. Any Eligible Employee as described in Article 2.

1.72 PARTICIPATING EMPLOYER. An Affiliated Employer (other than the
Employer) that adopts the Plan as provided in Article 13.

1.73 PERMISSIVE AGGREGATION GROUP. The Required Aggregation Group of plans
plus any other plan or plans of the Employer that, when considered as a group
with the Required Aggregation Group, would continue to satisfy the requirements
of Code sections 401(a)(4) and 410.

1.74 PLAN. The Charles Schwab 401(k) Profit Sharing Plan, Basic Plan
Document 02 (including the Trust Agreement and, if applicable, the Custody
Agreement) and either Nonstandardized Adoption Agreement Number 001 or
Standardized Adoption Agreement Number 002 with the options elected by the
Employer, and as amended from time to time.

1.75 PLAN ADMINISTRATOR. Employer, or person(s) the Employer designates
and identifies to the Recordkeeper.

1.76 PLAN SERVICE AGREEMENT. The agreement entered into by the Employer
and the Recordkeeper for the provision of various services to the Plan.

1.77 PLAN YEAR. The calendar year or such other period of twelve months
elected by the Employer in the Adoption Agreement.

1.78 QUALIFIED DOMESTIC RELATIONS ORDER. A court order in a marital
dissolution or similar proceeding that meets the requirements of Code section
414(p).

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1.79 QUALIFIED ELECTION.

(a) The election by a Participant to waive a Qualified Joint and
Survivor Annuity or Qualified Preretirement Survivor Annuity. This waiver shall
not be effective unless the Participant's spouse consents in writing to the
election, the spouse's consent acknowledges the effect of the waiver, and a Plan
representative or a notary public witnesses the spouse's consent.

To make the waiver effective, the Participant also must either:

(1) Designate a specific Beneficiary (including any class of
Beneficiaries or contingent Beneficiaries) and form of benefit payment that may
only be changed with the spouse's consent; or

(2) Prove that the spouse expressly permits the Participant to
make future designations without the spouse's consent.

If the Participant establishes to the Plan representative's satisfaction
that no spouse exists or that the spouse cannot be located, the representative
will acknowledge the waiver as a Qualified Election.

(b) Any consent obtained by a spouse to an election to waive an
annuity (or any establishment that the spouse's consent cannot be obtained) will
be effective only with respect to that spouse.

A consent permitting designation by the Participant without requiring any
further consent by that spouse must acknowledge:

(1) The spouse's right to limit consent to a specific
Beneficiary (and a specific form of benefit where applicable); and

(2) That the spouse voluntarily elects to relinquish either or
both of those rights.

A Participant may revoke a prior waiver without the spouse's consent at any
time before benefits start. There will be no limit to the number of revocations
permitted.

(c) No consent obtained under this section will be valid unless the
Participant has received a notice within the Applicable Notice Period.

1.80 QUALIFIED JOINT AND SURVIVOR ANNUITY. Immediate annuity payable over
the life of the Participant with a survivor annuity for the life of the
Participant's spouse;

(a) The Employer must purchase the survivor annuity from an Insurer
using the entire portion of the Participant's Account, as described in
Section 6.3.

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(b) The survivor annuity must equal at least 50 percent, but no more
than 100 percent, of the amount payable during the joint life of Participant and
spouse. The percentage will be 50 percent unless the Participant specifies
otherwise.

1.81 QUALIFIED MATCHING CONTRIBUTIONS. Matching Contributions made by the
Employer that are nonforfeitable once made and are subject to the restrictions
on distributions described in sections 3.7(g) and 6.12. In lieu of distributing
Excess Contributions pursuant to Plan section 3.7 or Excess Aggregate
Contributions pursuant to Plan section 3.8, if elected by the Employer in the
Adoption Agreement, the Employer may make Qualified Matching Contributions to
the Accounts of Eligible Participants as described in the Adoption Agreement in
an amount sufficient to satisfy the Actual Deferral Percentage test and/or the
Average Contribution Percentage test, as applicable.

1.82 QUALIFIED NONELECTIVE CONTRIBUTIONS. Contributions made by the
Employer, other than Employer Contributions, Elective Salary Deferrals and
Matching Contributions, that are nonforfeitable once they are made and are
subject to the restrictions on distributions described in sections 3.7(g) and
6.12. In lieu of distributing Excess Contributions pursuant to Plan section 3.7
or Excess Aggregate Contributions pursuant to Plan section 3.8, if elected by
the Employer in the Adoption Agreement, the Employer may make Qualified
Nonelective Contributions to the Accounts of Eligible Participants as described
in the Adoption Agreement in an amount sufficient to satisfy the Actual Deferral
Percentage test, the Average Contribution Percentage test, and/or minimum
contribution requirements if the Plan is Top-Heavy, as applicable.

1.83 QUALIFIED SURVIVOR ANNUITY. Immediate annuity for the life of the
Participant's surviving spouse, purchased from an Insurer using the
Participant's entire Account, as described in Section 6.3.

Payments under this annuity must not be less than the payments that would
have been made to the survivor if:

(a) In the case of a Participant who dies after the earliest date on
which she or he could have elected to receive retirement benefits, the
Participant had retired with a Qualified Joint and Survivor Annuity on the day
before she or he dies; and

(b) In the case of a Participant who dies on or before the earliest
date on which the Participant could have elected to receive retirement benefits,
the Participant had:

(1) Terminated employment with the Employer at the earlier of
the actual date of termination or death;

(2) Survived until the earliest date on which she or he could
have elected to receive retirement benefits;

(3) Retired at that time with a Qualified Joint and Survivor
Annuity; and

(4) Died the next day.

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1.84 RECORDKEEPER. CSTC, or such affiliate or other entity as CSTC may
designate to provide various services to the Plan, as adopted by an Employer.

1.85 REQUIRED AGGREGATION GROUP. (1) Each plan of the Employer in which a
Key Employee is a Participant or was a Participant at any time during the
determination period (regardless of whether the Plan has terminated) and (2) any
other qualified plan of the Employer that enables a plan described in (1) to
meet the requirements of Code sections 401(a)(4) or 410.

1.86 REQUIRED BEGINNING DATE. The first day of April of the calendar year
following the calendar year in which the Participant reaches age 70-1/2,
except:.

(a) For a Participant who reaches age 70-1/2 before January 1, 1988
and does not qualify as a Five-Percent Owner, the Required Beginning Date will
be the first day of April of the calendar year following the calendar year in
which the Participant retires or reaches age 70-1/2, whichever is later;

(b) For a Participant who reaches age 70-1/2 before January 1, 1988,
and qualifies as a Five-Percent Owner in any year after December 31, 1979, the
Required Beginning Date will be the first day of April of the calendar year
following the calendar year in which the Participant reaches age 70-1/2 or, if
later, the calendar year in which the Participant qualifies as a Five-Percent
Owner or, whichever is earlier; and

(c) For a Participant who reaches age 70-1/2 during 1988, does not
qualify as a Five-Percent Owner, and has not retired by January 1, 1989, the
Required Beginning Date will be April 1, 1990.

A Participant is considered a Five-Percent Owner if she or he is a
Five-Percent Owner anytime during the Plan Year that ends during or at the
end of the calendar year in which the Participant reaches age 66-1/2, or a
later Plan Year. Once begun, distributions will continue even if the
Participant is no longer a Five-Percent Owner.

1.87 REQUIRED ANNUITIES. Qualified Joint and Survivor Annuity, Qualified
Preretirement Survivor Annuity and Straight Life Annuity for any Plan which is
(i) an amendment and restatement of a prior plan that offered such annuities as
a form of benefit required to be maintained pursuant to Code section 411 (d)(6)
or (ii) a transferee plan described in section 6.6.

1.88 ROLLOVER CONTRIBUTIONS. Any amount rolled over or transferred to the
Plan from another qualified plan or conduit IRA, together with earnings thereon.

1.89 SALARY REDUCTION AGREEMENT. A payroll authorization form signed by
a Participant that authorizes the Employer to defer part of a Participant's
Compensation, as defined in the Adoption Agreement, for the Plan Year, and to
contribute it to the Elective Salary Deferrals account maintained for the
Participant under the Plan. A Participant may enter into, amend or revoke
the agreement by submitting the appropriate authorization to the Plan
Administrator. The authorization will take effect at

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the time(s) specified in the rules established by the Plan Administrator,
which will be at least once each year.

1.90 SCHWAB. Charles Schwab & Co., Inc., its successors and assigns.

1.91 SELF-EMPLOYED PERSON. Any person who:

(a) Has earned income (as described in Section 1.21(a)) during the
taxable year from the trade, business or profession for which the Employer's
Plan is established; or

(b) Would have earned income if the trade, business or profession had
net profits during the taxable year.

1.92 SHAREHOLDER-EMPLOYEE. An Employee or officer of an electing small
business (Subchapter S) corporation who owns (or is considered as owning with
the meaning of Code section 318) on any day during the taxable year of the
corporation more than 5 percent of the outstanding stock.

1.93 STANDARDIZED ADOPTION AGREEMENT. Adoption Agreement, Number 002, the
use of which permits an eligible adopting Employer to rely on the opinion letter
to be issued by the National Office of the Internal Revenue Service as evidence
that the Plan is qualified. No Employer which sponsors, or ever sponsored, a
qualified defined benefit plan can adopt the Standardized Adoption Agreement.

1.94 STRAIGHT LIFE ANNUITY. An annuity payable in equal installments for
the life of the Participant that terminates upon the Participant's death.

1.95 SUPER TOP-HEAVY. The status of the Plan in any Plan Year, as set
forth in section 12.5(e).

1.96 SURVIVOR ANNUITY RULES. Notice, consent, election and similar rules
imposed by Code sections 401(a)(11) and 417 to the extent the Plan provides for
payment of benefits in the form of the Required Annuities.

1.97 TAXABLE WAGE BASE. The contribution and benefit base in effect under
section 230 of the Social Security Act at the beginning of the Plan Year.

1.98 TERMINATES SERVICE. The resignation, discharge, retirement, death,
failure to return to active employment at the end of an authorized leave of
absence (including extensions thereof) or a temporary layoff, or any other event
which under the policy of the Employer or an Affiliated Employer results in the
termination of the employment relationship. However, no Termination of Service
shall occur upon a transfer to the Employer or an Affiliated Employer if such
service is required to be recognized by this Plan pursuant to Code section
414(n).

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If the employer-employee relationship is terminated because the Employee
enters the armed forces of the United States, and the Employee is subsequently
reemployed by the Employer or an Affiliated Employer under circumstances that
require reemployment rights under any applicable federal law, the Employee will
be deemed, solely for purposes of the Plan, to have been on an authorized leave
of absence during the period of military service.

A self-employed person shall incur a Termination of Service on the date
such person ceases to be self-employed with respect to the Employer.

Notwithstanding the foregoing, a Termination of Service shall be deemed not
to have occurred for purposes of entitling a Participant to distributions of
Elective Salary Deferrals, Matching Contributions that are treated as Elective
Salary Deferrals, Qualified Nonelective Employer Contributions and Qualified
Matching Contributions if the Participant has not incurred a Disability or
"separation from service" as defined in applicable federal income tax
regulations, except as provided in section 3.7(g).

1.99 TOP-HEAVY. The status of the Plan in any Plan Year, as set forth in
section 12.2.

1.100 TRUST AGREEMENT. The agreement between the Employer and the
Trustee establishing the Trust Fund as found in Appendix I hereto and
incorporated herein, which forms part of the Plan.

1.101 TRUSTEE. CSTC or its successors or assigns, unless the Employer
has selected one or more natural persons in the Adoption Agreement to serve as
Trustee.

1.102 TRUST FUND. The monies, securities and other assets held under
the terms of the Plan and its related Trust Agreement for the benefit of
Participants and their Beneficiaries, including any such assets held by the
Custodian (if any) and the Broker.

1.103 UNIQUE ASSETS. Assets held by the Trustee under the Plan other
than securities that are publicly traded on a national securities exchange,
shares or units issued by an investment company registered under the Investment
Act of 1940, as amended, and obligations issued by the U.S. Government, its
agencies and instrumentalities and uninvested cash awaiting investment or
distribution.

1.104 VALUATION DATE. The last day of each Plan Year and any other
dates agreed to by the Employer and the Trustee or, if applicable, the
Custodian.

1.105 VESTED. Participant's ownership of the aggregate value of the
Participant's Account. A Participant is always fully vested in the portion of
the Account derived from Elective Salary Deferrals, Voluntary After-Tax
Contributions, Qualified Matching Contributions, Qualified Nonelective
Contributions, and Rollover Contributions, including the earnings attributable
to those amounts. A Participant's Employer Contributions, Matching
Contributions, and the earnings attributable to those contributions, will vest
in accordance with the vesting schedule selected by the Employer in the Adoption
Agreement. Notwithstanding the foregoing, Qualified Matching Contributions and
Matching Contributions may be forfeited if the contributions to which they
relate are Excess Deferrals, Excess Contributions, Excess Aggregate
Contributions, or Elective Salary Deferrals that were returned to satisfy

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Code Section 415. An Account is fully vested upon the Participant's death,
Early Retirement Age, if elected by the Employer, Normal Retirement Age, and,
if elected by the Employer, Disability.

1.106 VOLUNTARY AFTER-TAX CONTRIBUTIONS. Employee Contributions
designated as after-tax Employee Contributions, and the earnings thereon.

1.107 YEAR OF SERVICE.

(a) Unless an Employer has elected in the Adoption Agreement to apply
Elapsed Time, then the following rules apply:

(1) For eligibility purposes, the period of 12 consecutive
months during which an Employee completes at least 1,000 Hours of Service. The
initial eligibility period begins on the date an Employee first performs an Hour
of Service. Each subsequent Year of Service begins on the first day of the Plan
Year which begins prior to or coincident with the first anniversary of the date
the Employee first performed an Hour of Service, regardless of whether the
Employee completes 1,000 Hours of Service during the initial eligibility period.

(2) For vesting purposes, each Plan Year in which the Employee
completes 1,000 Hours of Service.

(b) If an Employer has elected in the Adoption Agreement to apply
Elapsed Time, then the following rules apply:

(1) For eligibility purposes, a period of 12 months of service
beginning on the Employee's first day of employment and ending on the date a
Break in Service begins.

(2) For vesting purposes, a Plan Year in which a Participant has
365 days of service with the Employer, beginning on the Employee's first date of
hire.

(3) In general, a Participant's separate periods of service
shall be added together, with each period of service counted as the number of
days from the first date of service in that period to the first day of any
Severance Period.

However, a Year of Service for vesting purposes shall be computed on the
basis of completed years, assuming that 365 days equals one year and any
remaining balance of days less than 365 is disregarded.

(c) If an Employer maintains a plan adopted by its predecessor, an
Employee's Years of Service will include any Years of Service accrued under the
predecessor's plan.

(d) If an Employer elects to use Elapsed Time but, prior to such
election, the Plan used a computation period of 1,000 Hours of Service, then any
Employee whose service was measured on the basis of computation periods shall
receive credit for a period of service consisting of:

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(1) A number of years equal to the number of years of service
credited to the Employee before the computation period during which the election
to change to Elapsed Time occurs; and

(2) The greater of (A) the period of service that would be
credited to the Employee under the Elapsed Time method for his service during
the entire computation period in which the change to an Elapsed Time method
occurs, or (B) the service taken into account under the computation periods
method as of the later of the effective date of the Adoption Agreement which
includes the Elapsed Time methodology or the date said Adoption Agreement is
adopted by the Employer.

(e) If elected by the Employer in the Adoption Agreement, the
following periods may be disregarded:

(1) For Vesting purposes, service before the Participant's 18th
birthday or service before the Effective Date of the Plan, or both; and

(2) For eligibility and vesting, service with another entity
that is not an Affiliated Employer.

(f) For a Profit Sharing Plan requiring two years of eligibility
service, the second and each subsequent Year of Service begins on the first day
of the Plan Year which begins prior to or coincident with the first anniversary
of the date the Employee first performed an Hour of Service, regardless of
whether the Employee completed 1,000 Hours of Service during the first Year of
Service. An Employee credited with 1,000 Hours of Service in both the initial
eligibility period and the first Plan Year beginning prior to or coincident with
the first anniversary of the date the initial eligibility period began will be
credited with two (2) Years of Service for purposes of eligibility.

ARTICLE 2 - PARTICIPATION

2.1 ENTRY DATE. The Entry Date as of which an Eligible Employee who has
satisfied any age and service requirements elected by the Employer in the
Adoption Agreement becomes a Participant in the Plan will be as follows:

(a) If the Employer is amending an existing plan, each Eligible
Employee who was a Participant in the prior plan, or who as of the effective
date of the Adoption Agreement satisfies any age and service requirements
elected by the Employer, will continue as a Participant in the Plan.

(b) If the Employer is establishing a new Plan, an Eligible Employee
who satisfies, as of the Effective Date, the age and service requirements (if
any) elected by the Employer will become a Participant in the Plan on the
Effective Date.

(c) Any other Employee will become a Participant in the Plan on the
Entry Date selected by the Employer in the Adoption Agreement.

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(d) If an Eligible Employee Terminates Service, or is no longer
eligible to participate in the Plan, after becoming a Participant or after
satisfying any age and service requirements prior to an Entry Date, the Employee
will resume participation on the date such Employee is reemployed or becomes
reeligible for participation.

(e) If an Employee transfers from a class of Employees ineligible to
participate in the Plan to a class of Employees eligible to participate in the
Plan after satisfying the age and service requirements, the Employee will begin
participation immediately. If the Employee has not yet satisfied the age and
service requirements on the date such Employee becomes eligible, the Employee
will become a Participant on the first Entry Date coinciding with, or
immediately following, the date on which the Employee satisfies such
requirements.

2.2 BREAK IN SERVICE. For purposes of computing the initial eligibility
service requirement, if an Employee incurs a Break in Service before completing
the service requirement, the Employee shall not receive credit for any Years of
Service completed before the Break in Service.

2.3 OWNER-EMPLOYEE. For purposes of this section 2.3, an Owner-Employee
or two or more Owner-Employees will be considered to control a trade or
business:

(a) If the Owner-Employee owns the entire interest in an
unincorporated trade or business; or

(b) If the Owner-Employee or Owner-Employees together own more than
50 percent of the capital or profits interest of a partnership.

An Owner-Employee or two or more Owner-Employees will be treated as
owning an interest in a partnership owned, directly or indirectly, by a
partnership the Owner-Employee or Owner-Employees are considered to control
according to this subsection (b).

(c) If the Plan provides Contributions for one or more
Owner-Employees who control both the business for which the Plan is
established and one or more other trades or businesses, the Employer's Plan
and the plan established for other trades or businesses must satisfy Code
sections 401(a) and (d) when viewed as a single plan for the Employees of
this business and all other trades or businesses.

(d) If the Plan provides Contributions for one or more
Owner-Employees who control one or more other trades or businesses, the
Employees of the other trades or businesses must be included in a plan that:

(1) Meets the requirements described in Code sections 401(a)
and (d); and

(2) Provides Contributions or benefits as favorable as those
provided for Owner-Employees under the Plan.

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(e) If a person is covered as an Owner-Employee under the plans of
two or more trades or businesses that are not controlled, and the person
controls another trade or business, the Employees, Contributions or benefits
under the plan of the controlled trades or businesses must be as favorable as
those provided for that person under the most favorable plan of a trade or
business that is not controlled.

ARTICLE 3 - CONTRIBUTIONS

3.1 EMPLOYER CONTRIBUTIONS. The Employer will make Employer Contributions
for each Plan Year as described below:

(a) Contributions on behalf of Participants. Each Plan Year, the
Employer will have sole and absolute discretion to determine the amount of
Employer Contributions, if any, to contribute to the Plan. For any Plan Year,
the Employer Contributions must not exceed the lesser of:

(1) The amount the Employer may deduct under Code section 404;
or

(2) The maximum amount that may be allocated to Participants'
Accounts, as described in Section 4.3.

(b) Time and manner of making Contributions. The Employer
Contributions must be paid to the Trustee on or before the due date (including
extensions) for filing the Employer's federal income tax return for the
Employer's taxable year which includes the Plan Year for which the Contributions
are made.

3.2 ALLOCATION OF CONTRIBUTIONS.

(a) Eligibility for Employer Contributions. Except as otherwise
elected by the Employer in the Adoption Agreement, as of the last day of the
Plan Year, or such other allocation date selected by the Employer in the
Adoption Agreement, the Plan Administrator must allocate Employer Contributions
and Forfeitures for that Plan Year or other allocation period to the Account of
each Participant employed on the last day of the Plan Year, or, if elected in
the Adoption Agreement, each Participant employed on an allocation date, each
Participant who terminated employment with the Employer during the Plan Year
because of death, disability or retirement, and each Participant who terminated
employment with the Employer during the Plan Year after completing more than 500
Hours of Service (91 consecutive calendar days or 3 consecutive calendar months
if the Employer elected to apply Elapsed Time in the Adoption Agreement for the
purpose of allocating benefits). If the foregoing allocation rules or the
Employer's election would cause the Plan to fail the participation or coverage
tests of Code sections 401(a)(26) or 410(b), then an allocation of Employer
Contributions will be made to the Account of each Participant credited with at
least 501 Hours of Service who failed to receive an allocation for the Plan Year
in the following order until such participation and coverage tests are
satisfied:

(1) FIRST, to each participant employed on the last day of the
Plan Year beginning with the Participant with the greatest Hours of Service for
the Plan Year; and

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(2) SECOND, to each terminated Participant beginning with the
Participant with the greatest Hours of Service for the Plan Year.

Note: If the participation or coverage tests require an allocation to the
Participants described in Plan section 3.2(a)(1) or (2), then the Employer shall
make an additional contribution equal to the amount that such Participants would
have received had such Participants been originally included in the allocations,
even if such contribution exceeds the amount deductible under Code section 404.
Any adjustment to the allocations pursuant to the foregoing expanded eligibility
provisions shall be considered a retroactive amendment to the Plan adopted as of
the last day of the Plan Year for which such allocations are made.

(b) Employer Contributions. The Plan Administrator must allocate any
Employer Contributions and Forfeitures to each Participant's Account according
to the following formula:

(1) If the Employer has elected to integrate Employer
Contributions with Social Security contributions, in proportion to an eligible
Participant's Compensation for the Plan Year as compared with total Compensation
of all eligible Participants for that Plan Year.

(2) If the Employer has elected to integrate Employer
Contributions with Social Security contributions,

FIRST, in the ratio that each eligible Participant's total Compensation
bears to all eligible Participants' total Compensation, but only up to 3 percent
of a Participant's Compensation for the Plan Year.

SECOND, any remaining Employer Contributions and Forfeitures in the ratio
that each eligible Participant's Excess Compensation for the Plan Year bears to
the Excess Compensation of all eligible Participants, but only up to the lesser
of (i) 3 percent of a Participant's Excess Compensation or (ii) the actual
percentage used in the preceding paragraph. For purposes of this second step,
in the case of any Participant who has exceeded the "cumulative permitted
disparity limit" described in paragraph (c)(1) below, such Participant's total
Compensation for the Plan Year will be taken into Account.

THIRD, any remaining Employer Contributions and Forfeitures in the ratio
that the sum of each eligible Participant's total Compensation and Excess
Compensation bears to the sum of all eligible Participants' total Compensation
and Excess Compensation, but not more than the Maximum Disparity Rate. For
purposes of this third step, in the case of any Participant who has exceeded the
"cumulative permitted disparity limit" described in paragraph (c)(2) below, two
times such Participant's total Compensation for the Plan Year will be taken into
Account.

FOURTH, any remaining Employer Contributions and Forfeitures in the ratio
that each eligible Participant's total Compensation for the Plan Year bears to
all eligible Participants' total Compensation for that year.

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(c) Overall Permitted Disparity Limits. The limits set forth in this
paragraph (c) shall apply to a Participant if the Participant's Employer
maintains one or more qualified plans other than the Plan:

(1) Annual overall permitted disparity limit. Notwithstanding
the preceding paragraph (b)(2), for any Plan Year this Plan benefits any
Participant who is Benefiting under this Plan and another qualified plan or
simplified employee pension, as defined in section 408(k) of the Code,
maintained by the Employer that provides for permitted disparity (or imputes
disparity), Employer Contributions and Forfeitures will be allocated to the
Account of each Participant who either completes more than 500 Hours of Service
during the Plan Year or who is employed on the last day of the Plan Year in the
ratio that such Participant's total Compensation bears to the total Compensation
of all Participants.

(2) Cumulative permitted disparity limit. Effective for Plan
Years beginning on or after January 1, 1995, the cumulative permitted disparity
limit for a Participant is 35 total cumulative permitted disparity years. Total
cumulative permitted disparity years means the number of years credited to the
Participant for allocation or accrual purposes under this Plan, and any other
qualified plan or simplified Employee pension plan (whether or not terminated)
ever maintained by the Employer. For purposes of determining the Participant's
cumulative permitted disparity limit, all years ending in the same calendar year
are treated as the same year. If the Participant is not Benefiting under a
defined benefit or target benefit plan for any year beginning on or after
January 1, 1994, the Participant has no cumulative disparity limit.

(d) Allocation of 401(k) and Matching Contributions. If the Employer
permits Elective Salary Deferrals under the Plan pursuant to Code section
401(k), the Plan Administrator will allocate any Elective Salary Deferrals made
for a Participant to the Participant's Account as described in Section 3.7(a).
If the Employer also elects to make Matching Contributions, the Plan
Administrator will allocate such Matching Contributions as of the last day of
the Plan Year, or such other allocation dates selected by the Employer in the
Adoption Agreement, to the Account of each eligible Participant employed on such
allocation date, unless otherwise elected by the Employer in the Adoption
Agreement. Allocation of Matching Contributions shall be made according to the
formula elected in the Adoption Agreement. The Employer may make Qualified
Nonelective Contributions or Qualified Matching Contributions, or both, to the
Plan for a Plan Year in an amount determined by the Employer in its sole
discretion (subject to the limitations of Code sections 404 and 415) in order to
cause the Plan to meet the nondiscrimination tests under Code sections 401(k)
and 401(m). The Plan Administrator will allocate any Qualified Nonelective
Contributions made for the Plan Year to the Accounts of Participants, in such
categories as the Employer elects in the Adoption Agreement, in the proportion
that each such Participant's Compensation for the Plan Year bears to the total
Compensation of all such Participants for the Plan Year or in such other
proportion as provided in the Adoption Agreement.

(e) Participant Contributions. If the Employer permits Voluntary
After-Tax Contributions in the Adoption Agreement, then the Account of each
Participant electing to make Voluntary After-Tax Contributions shall be credited
with an amount equal to such contributions made by such Participant for the Plan
Year. Voluntary After-Tax Contributions shall be limited so as to meet the
nondiscrimination test of Code section 401(m) as described in section 3.8.

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3.3 DEDUCTIBLE CONTRIBUTIONS. Deductible Contributions shall not be
accepted by the Plan. Any such Deductible Contributions made to the Plan for
taxable years prior to 1987:

(a) Will continue to be recorded in a separate subaccount maintained
for a Participant by the Plan Administrator and held by the Trustee;

(b) Will be invested and reinvested, as described in Article 5;

(d) Will not be used to purchase life insurance.

3.4 VOLUNTARY AFTER-TAX CONTRIBUTIONS. If elected by the Employer in the
Adoption Agreement, Participants may contribute to the Plan on an after-tax
basis. Voluntary After-Tax Contributions to this Plan, and any such
contributions previously made to the Employer's plan:

(a) Will be recorded in a separate subaccount maintained for a
Participant by the Plan Administrator and held by the Trustee;

(b) Will be invested and reinvested, as described in Article 5;

(d) Any Voluntary After-Tax Contributions together with any Matching
Contributions, must satisfy the nondiscrimination test set forth in Section 3.8
and Code section 401(m).

3.5 ROLLOVER CONTRIBUTIONS.

(a) If elected in the Adoption Agreement, the Trustee will be
authorized to accept assets from or on behalf of an Employee who is, or is
expected to become, a Participant if:

(1) The contribution is an eligible rollover contribution as
described in Code sections 402(a)(5), 403(a)(4), or 408(d)(3); and

(2) either (1) the Plan Administrator provides written approval
to the Trustee in advance, or (2) the Plan Administrator authorizes the Trustee
to accept a transfer of such an Employee's interest in another qualified plan
from the trustee of the other plan.

(b) If the assets transferred on behalf of a Participant make this
Plan a transferee plan with respect to the Participant under Code sections
401(a)(11) and 417, such assets shall be subject to the Survivor Annuity
Rules. The Plan Administrator must separately account for such Rollover
Contributions.

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(c) The assets transferred or contributed as Rollover Contributions
shall be made in cash or such other form as is acceptable to the Trustee or the
Custodian, if applicable.

3.6 RETURN OF CONTRIBUTIONS.

(a) If an Employer makes an incorrect contribution because of a
factual mistake, then the Trustee (at the direction of the Plan Administrator)
will return such incorrect contribution within one year of the contribution.
Earnings attributable to such incorrect contribution shall not be returned, but
shall instead be treated as a Forfeiture, and any losses attributable thereto
shall reduce the amount returned.

(b) If the IRS disallows all or part of the deduction of the
Contributions made by the Employer under Code section 404, then Trustee (at the
direction of the Plan Administrator) will return the disallowed amount within
one year of the date of the disallowance.

(c) If the IRS Commissioner determines that the Plan is not initially
qualified under the Code, then the Trustee (at the direction of the Plan
Administrator) will return to the Employer any contribution the Employer made to
the Plan within one year after the date the Commissioner denies the initial
qualification, but only if the application for determination is made by the time
prescribed by law for filing the Employer's return for the taxable year in which
the Plan is adopted, or a later date prescribed by the Secretary of the
Treasury.

3.7 401(k) FEATURES. This section applies only to a Plan that includes a
cash or deferred arrangement pursuant to Code section 401(k).

(a) Each Eligible Employee may enter into a Salary Reduction
Agreement authorizing the Employer to withhold part of the Employee's
Compensation and to contribute the withheld amount to an Elective Salary
Deferral account established for the Employee under the Plan. The amount
allocated to the Employee's Elective Salary Deferral account shall not be
forfeited in lieu of receiving current cash Compensation once the allocation has
been made regardless of the Employee's age and service or whether the Employee
is employed on a specific date.

(b) An Employee cannot elect to defer more than the amount permitted
pursuant to Code section 402(g), multiplied by the Adjustment Factor, and
adjusted for any prior hardship withdrawals as provided in section 6.12, in any
calendar year.

(1) The following rules will apply if, during the same taxable
year, an Employee participates in the Plan and another plan with a qualified
cash or deferred arrangement described in Code section 401(k), any simplified
employee pension cash or deferred arrangement described in Code section
402(h)(1)(B), any eligible deferred Compensation plan under Code section 457,
any plan described under Code section 501(c)(18), and any Employer Contributions
made on behalf of the Employee pursuant to a salary reduction agreement under
Code section 403(b):

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(A) If the Participant provides written notice to the Plan
Administrator by January 31 that any part of the Elective Salary Deferrals
contributed for the Employee for the prior taxable year are Excess Deferrals,
the Plan Administrator will instruct the Trustee to distribute the Excess
Deferrals plus any income (or loss) attributable to such Contributions to the
Employee. The Participant will be deemed to have notified the Plan
Administrator that the Participant has Excess Deferrals for the taxable year if
the Plan Administrator determines that the Participant has Excess Deferrals,
taking into Account any Elective Salary Deferrals made under the Plan and any
other plans maintained by the Employer. Each year, the Plan Administrator will
determine whether to calculate income or loss to the end of the taxable year or
to the date of distribution. The determination will be consistent for all
corrective distributions made to Participants for the same taxable year. The
Plan Administrator will instruct the Trustee to make the distribution by the
April 15 that immediately follows the close of the Participant's taxable year.

(B) The Plan Administrator will calculate the income (or
loss) attributable to the Excess Deferrals according to the standard accounting
method used for allocating income (or loss), which will be consistently applied
for all Participants and all corrective distributions.

(2) The Plan Administrator may amend or revoke the Participant's
Salary Reduction Agreement in order to:

(A) Prevent a Participant's annual additions, as described
in section 4.3, from exceeding the limits described in Article 4;

(B) Ensure that the Average Deferral Percentage for Highly
Compensated Employees will satisfy the nondiscrimination test described in Code
section 401 (k); or

(3) The Plan Administrator will treat Excess Deferrals, other
than Excess Deferrals distributed pursuant to section 1.402(g)-l(e)(2) of the
federal income tax regulations, as annual additions as described in Section 4.3.

(c) The Plan Administrator will instruct the Trustee to return Excess
Contributions to Highly Compensated Employees as described in subsection (d) to
the extent necessary to permit the Plan to satisfy one of the nondiscrimination
tests described in paragraphs (1) or (2). The Plan Administrator will calculate
the amount of Excess Contributions, if any, after determining Excess Deferrals.
The Plan will satisfy the nondiscrimination test that applies to Elective Salary
Deferrals if:

(1) The Average Deferral Percentage of the Participants who are
Highly Compensated Employees does not exceed the product of 1.25 and the Average
Deferral Percentage for Participants who are Nonhighly Compensated Employees; or

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(2) The Average Deferral Percentage of Participants who are
Highly Compensated Employees is not more than the lesser of:

(A) 200 percent of the Average Deferral Percentage of
Participants who are Nonhighly Compensated Employees, and

(B) The Average Deferral Percentage of Participants who are
Nonhighly Compensated Employees plus two percentage points.

The Plan Administrator will keep records to demonstrate compliance with the
nondiscrimination test and to confirm the amount, if any, of Matching
Contributions, Qualified Nonelective Contributions or Qualified Matching
Contributions taken into account consistent with section 1.27.

(d) The Plan Administrator will instruct the Trustee to distribute
Excess Contributions plus income (or loss) attributable to such Contributions to
the appropriate Highly Compensated Employees as soon as administratively
feasible after the close of the Plan Year, but in any case within 12 months
after the close of the Plan Year. Each year the Plan Administrator will
determine whether to calculate the income (or loss) to the end of the Plan Year
or to the date of distribution. The determination will be consistent for all
corrective distributions made to Participants for the same Plan Year. If the
Plan terminates completely during a Plan Year, the Plan Administrator will
instruct the Trustee to distribute any Excess Contributions as soon as
administratively feasible after the termination date, but in any case within 12
months of the termination date.

(1) The Plan Administrator will calculate the income or loss
attributable to Excess Contributions according to the standard accounting method
used for allocating income (or loss), provided the method does not violate Code
section 401(a)(4), is consistently applied for all Participants and all
corrective distributions under the Plan for the Plan Year and is used by the
Plan for allocating income to Participants' Accounts. Income or loss allocable
to the period between the end of the Plan Year in which the Excess Contributions
occur and the date of distribution shall be disregarded.

(2) The Plan Administrator will not instruct the Trustee to
distribute any Excess Contributions and income to Highly Compensated Employee if
any other Highly Compensated Employee has a higher Deferral Percentage than such
Highly Compensated Employee. Excess Contributions shall be distributed first
from Elective Salary Deferrals for which no Matching Contributions were made and
thereafter from Elective Salary Deferrals for which Matching Contributions were
made. The Participant will forfeit any Matching Contributions related to any
Excess Deferrals or Excess Contributions that are distributed. The Employer
will use such Forfeitures in the manner specified in the Adoption Agreement.

(3) The Plan Administrator will treat Excess Contributions,
including any Excess Contributions distributed to the Participant, as annual
additions as described in Section 4.3.

(4) If the Plan Administrator does not return Excess
Contributions and Excess Aggregate Contributions (to the extent such Excess
Contributions and Excess Aggregate Contributions

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cannot be forfeited) and income within 2-1/2 months of the close of the Plan
Year, the Employer will be required to pay an excise tax equal to 10 percent
of the sum of the Excess Contributions and Excess Aggregate Contributions for
the Plan Year that are not distributed by that date.

(5) The Plan Administrator will allocate Excess Contributions
among the Family Members who are subject to the family aggregation rules in
proportion to the Elective Salary Deferrals (and amounts treated as Elective
Salary Deferrals) of each Family Member that is combined to determine the
combined Deferral Percentage.

(6) The Plan Administrator will account for distributions of
Excess Contributions as follows: Excess Contributions will be distributed from
the part of the Participant's Account attributable to the Participant's Elective
Salary Deferrals and any Qualified Matching Contributions described in
Section 1.81 in proportion to the Participant's Elective Salary Deferrals and
Qualified Matching Contributions for the Plan Year. Excess Contributions will
be distributed from the part of the Participant's Account attributable to
Qualified Nonelective Contributions only to the extent that the Participant's
Excess Contributions exceed amounts attributable to the Participant's Elective
Salary Deferrals and Qualified Matching Contributions.

(e) The Plan Administrator will determine the Deferral Percentage of
any Highly Compensated Employee who is eligible to participate in the Plan, and
who is also eligible to have Elective Salary Deferrals allocated to such
Participant's accounts under two or more arrangements described m Code section
401(k) maintained by the Employer, as if the Employee's Elective Salary
Deferrals were made under a single arrangement. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that have
different Plan Years, the Plan Administrator will term all arrangements ending
with or within the same calendar year as a single arrangement unless the Code or
the federal income regulations promulgated thereunder require such arrangements
to be desegregated.

(1) If a Participant is a Five-Percent Owner or one of the 10
most highly paid Highly Compensated Employees, the Plan Administrator will
include the Elective Salary Deferrals (and any Matching Contributions and
Qualified Nonelective Contributions treated as Elective Salary Deferrals) and
Compensation of the Participant's Family Members in determining the
Participant's Deferral Percentage. Family Members of such five-percent owners
and Highly Compensated Employees shall not be taken into Account as separate
Employees in determining the Average Deferral Percentage of Participants who are
Nonhighly Compensated Employees or of Participants who are Highly Compensated
Employees.

(2) The Employer must contribute Elective Salary Deferrals and
Qualified Nonelective Contributions to the Plan before the last day of the
12-month period that immediately follows the Plan Year to which the
Contributions relate.

(3) The determination and treatment of the Deferral Percentage
of any Participant must satisfy any other requirements that the Secretary of
the Treasury may prescribe.

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(f) If the Plan satisfies the requirements of Code sections 401(k),
401(a)(4) or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfies the requirements of such sections only if
aggregated with the Plan, the Plan Administrator will determine the Deferral
Percentages of the Employees as if all such plans are a single plan. Only plans
with the same Plan Year may be aggregated in order to satisfy Code section
401(k). Notwithstanding the foregoing, if the Plan is Benefiting otherwise
excludible Employees, then the Plan Administrator may treat the Plan as two
separate Plans for purposes of Code sections 401(k) and 410(b): one Plan covers
the otherwise excludible Employees; and the other Plan covers the other
Employees Benefiting under the Plan.

(g) Except for hardship withdrawals described in section 6.12, the
Trustee shall not distribute a Participant's Elective Salary Deferrals,
Qualified Nonelective Contributions, Qualified Matching Contributions or
Matching Contributions that are treated as Elective Salary Deferrals, and any
income on such contributions, except as follows:

(1) Before the earliest of the following:

(A) The date the Participant reaches age 59-1/2.

(B) The date the Participant Terminates Service.

(D) The date the Participant dies.

(E) The date the Participant incurs a Disability.

Any distributions made following the foregoing events will be subject to
the Survivor Annuity Rules to the extent the Plan is a transferee plan as
described in Section 6.6 or the Plan contains an annuity option subject to the
annuity distribution rules of Section 6.3.

(2) The Trustee also may make distributions of a Participant's
Elective Salary Deferrals, Qualified Nonelective Contributions, Qualified
Matching Contributions or Matching Contributions that are treated as Elective
Salary Deferrals, and any income on such deferrals and contributions if:

(A) The Plan terminates and the Employer fails to establish
a successor plan within the meaning of section 1.401(k)-1(d)(3) of the federal
income tax regulations.

(B) The Employer is a corporation and sells substantially
all of the assets used in the trade or business in which the Participant is
employed to a corporation that is not an Affiliated Employer. However, the
assets may be distributed only to those Employees who continue employment with
the purchaser, and only if the Employer continues to maintain the Plan.

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(C) The Employer is a corporation and sells its interest in
a subsidiary to an entity that is not an Affiliated Employer. However, the
assets may be distributed only to those Employees who continue employment with
the subsidiary as soon as administratively feasible after the sale and only if
the Employer continues to maintain the Plan.

Any distributions made under this paragraph (2) must be made in the form of
a lump-sum distribution within the meaning of Code section 401(k)(10)(B)(ii).

3.8 MATCHING AND VOLUNTARY AFTER-TAX CONTRIBUTIONS. This section
applies only to a 401(k) plan for which the Employer authorizes either
Matching Contributions, Voluntary After-Tax Contributions or both.

(a) The Plan Administrator will instruct the Trustee to return Excess
Aggregate Contributions to Highly Compensated Employees as described in
subsection (c) to the extent necessary to permit the Plan to satisfy one of the
nondiscrimination tests described in subsection (b). The Plan Administrator
will calculate the amount of Excess Aggregate Contributions, if any, after
determining Excess Deferrals and Excess Contributions.

(b) The Plan will satisfy the nondiscrimination test that applies to
Matching Contributions and Voluntary After-Tax Contributions if:

(1) The Average Contribution Percentage of the Participants who
are Highly Compensated Employees does not exceed the product of 1.25 and the
Average Contribution Percentage for Participants who are Nonhighly Compensated
Employees; or

(2) Average Contribution Percentage of Participants who are
Highly Compensated Employees is not more than the lesser of:

(A) 200 percent of the Average Contribution Percentage of
Participants who are Nonhighly Compensated Employees, and

(B) The Average Contribution Percentage of Participants who
are Nonhighly Compensated Employees plus two percentage points.

The Plan Administrator will keep records to demonstrate compliance with the
nondiscrimination test and to confirm that the amount, if any, of Elective
Salary Deferrals, Qualified Nonelective Contributions or Qualified Matching
Contributions, taken into account is consistent with Section 1.22.

(c) The Plan Administrator will instruct the Trustee to distribute
Excess Aggregate Contributions plus income (or loss) attributable to Excess
Aggregate Contributions to the appropriate Highly Compensated Employees as soon
as administratively feasible after the close of the Plan Year, but in any case
within 12 months after the close of the Plan Year. Each year, the Plan
Administrator will determine whether to calculate income (or loss) attributable
to such Contributions to the end of the year or the date of distribution. The
determination will be consistent for all corrective distributions made to

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Participants for the same Plan Year. If the Plan terminates completely during a
Plan Year, the Plan Administrator will instruct the Trustee to distribute any
Excess Aggregate Contributions as soon as administratively feasible after the
termination date, but in any case within 12 months of the termination date.

(1) The Plan Administrator will calculate the income or loss
attributable to Excess Aggregate Contributions according to the standard
accounting method used for allocating income (or loss), provided the method does
not violate Code section 401(a)(4), is consistently applied for all Participants
and all corrective distributions under the Plan for the Plan Year and is used by
the Plan for allocating income to Participant's Accounts. Income or loss
allocable to the period between the end of the Plan Year in which the Excess
Aggregate Contributions occur and the date of distribution shall be disregarded.

(2) The Trustee will distribute Excess Aggregate Contributions
adjusted for any income or loss from Participants' Voluntary After-Tax
Contributions Accounts and Matching Contributions Accounts on the basis of the
respective portion of Excess Aggregate Contributions attributable to each Highly
Compensated Employee. The Plan Administrator will not instruct the Trustee to
distribute any Excess Aggregate Contributions and income to Highly Compensated
Employee if any other Highly Compensated Employee has a higher Contribution
Percentage than such Highly Compensated Employee. Excess Aggregate
Contributions shall be distributed first from Voluntary After-Tax Contributions
for which no Matching Contributions were made, then from Voluntary After-Tax
Contributions with a corresponding forfeiture of Matching Contributions that
were made on account of such Voluntary After-Tax Contributions in the same
proportion as such Matching Contributions were allocated until all Voluntary
After-Tax Contributions and their related Matching Contributions have been
distributed or forfeited, as applicable. Finally, any Matching Contributions
related to Elective Salary Deferrals shall be forfeited. To the extent the
Participant forfeits any Matching Contributions related to Excess Aggregate
Contributions, the Employer will use such Forfeitures in the manner specified in
the Adoption Agreement.

(3) The Plan Administrator will allocate the Excess Aggregate
Contributions among the Family Members who are subject to the family aggregation
rules in proportion to the Voluntary After-Tax and Matching Contributions (and
amounts treated as Matching Contributions) of each Family Member that is
combined to determine the combined Contribution Percentage.

(4) The Plan Administrator will treat Excess Aggregate
Contributions, including any distributed to the Participant, as annual additions
as described in Section 4.3.

(d) The Plan Administrator will determine the Contribution Percentage
of any Highly Compensated Employee who is eligible to participate in the Plan,
and who is also eligible to have Matching Contributions or Employee
Contributions allocated to his or her Accounts under another plan maintained by
the Employer, as a single arrangement. If a Highly Compensated Employee
participates in two or more such plans that have different Plan Years, the Plan
Administrator will treat all arrangements ending with or within the same
calendar year as a single arrangement unless the Code or related regulations
require them to be disaggregated.

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(1) If a Participant is a Five-Percent Owner or one of the 10
most highly paid Highly Compensated Employees, the Plan Administrator will
include the Matching Contributions and Qualified Nonelective Contributions and
Elective Salary Deferrals treated as Matching Contributions, Voluntary After-Tax
Contributions and Compensation of Family Members in determining the
Participant's Contribution Percentage. Family Members of such Five-Percent
Owners or Highly Compensated Employees shall not be taken into Account as
separate Employees in determining the Average Contribution Percentage of
Participants who are Nonhighly Compensated Employees or of Participants who are
Highly Compensated Employees.

(2) The Employer must contribute Matching Contributions and
Qualified Nonelective Contributions to the Plan before the last day of the
12-month period that immediately follows the Plan Year to which the
Contributions relate.

(3) The determination and treatment of the Contribution
Percentage of any Participant will satisfy any other requirements that the
Secretary of the Treasury may prescribe.

(4) MULTIPLE USE. If one or more Highly Compensated Employees
participates in a cash or deferred arrangement and a plan that is subject to the
Average Contribution Percentage test that is maintained by the Employer, and the
sum of the Average Deferral Percentage and Average Contribution Percentage of
the Highly Compensated Employees subject to either or both tests exceeds the
Aggregate Limit, the Average Contribution Percentage of the Highly Compensated
Employees who also participate in the cash or deferred arrangement will be
reduced (beginning with the Highly Compensated Employee with the highest
Contribution Percentage) by the smallest amount that would cause the aggregate
limit not to be exceeded. The amount by which each Highly Compensated
Employee's "Contribution Percentage amount" is reduced will be treated as an
Excess Aggregate Contribution. The Average Deferral Percentage and Average
Contribution Percentage of the Highly Compensated Employees will be determined
after any corrections that are required to meet the Average Deferral Percentage
and Average Contribution Percentage tests are made. The Aggregate Limit will
not be exceeded if either the Average Deferral Percentage or Average
Contribution Percentage of the Highly Compensated Employees does not exceed 1.25
multiplied by the Average Deferral Percentage or Average Contribution Percentage
(whichever is applicable) of the Nonhighly Compensated Employees.

(e) If the Plan satisfies the requirements of Code sections 401(m),
401(a)(4) or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfies the requirements of such sections only if
aggregated with the Plan, the Plan Administrator will determine the Contribution
Percentages of the Employees as if all such plans are a single plan. However,
only plans with the same Plan Year may be aggregated in order to satisfy Code
section 401(m). Notwithstanding the foregoing, if the Plan is Benefiting
otherwise excludible Employees, then the Plan Administrator may treat the Plan
as two separate Plans for purposes of Code sections 401(m) and 410(b): one Plan
covers the otherwise excludible Employees; and the other Plan covers the other
Employees Benefiting under the Plan.

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3.9 401(k) FEATURES IN PLANS COVERING COLLECTIVELY BARGAINED
EMPLOYEES.

(a) MANDATORY DISAGGREGATION. Notwithstanding any provision to the
contrary herein, a Plan that includes a cash or deferred arrangement pursuant to
Code section 401(k) in which both Employees who are members of a unit of
Employees covered by a collective bargaining agreement (as described in section
1.410(b)-6(d)(2) of the federal income tax regulations) and Employees who are
not included in such collective bargaining unit are Benefiting, shall be as two
separate Plans for purposes of sections 3.7 and 3.8.

(b) PLANS WITH MORE THAN ONE COLLECTIVE BARGAINING UNIT. Except as
provided in section 3.9(c), if a Plan covers more than one collective bargaining
unit, the Plan is treated as comprising a separate Plan for each such collective
bargaining unit for purposes of sections 3.7 and 3.8.

(c) COMBINING COLLECTIVE BARGAINING UNITS. Notwithstanding section
3.9(b), at the election of the Employer, two or more separate collective
bargaining units can be treated as a single collective bargaining unit,
provided, however, that the combination of units is determined on a reasonable
and reasonably consistent basis from year to year.

ARTICLE 4 - ACCOUNTS

4.1 PLAN ACCOUNT. The Plan Administrator will credit the Account of
each Participant with all contributions allocated on behalf of such
Participant as provided in Article 3. The Plan Administrator will separately
account for any Employer Contributions (including contributions made because
the Plan is Top-Heavy or Super Top-Heavy), Deductible Contributions,
Voluntary After-Tax Contributions, Elective Salary Deferrals, Matching
Contributions, Qualified Nonelective Contributions, Qualified Matching
Contributions and Rollover Contributions, together with earnings thereon.

4.2 VESTING.

(a) A Participant's Account will be fully Vested when the Participant
reaches Early Retirement Age (if elected by the Employer in the Adoption
Agreement), Normal Retirement Age or, if earlier, the date on which the
Participant dies or experiences a Disability, but only if the Participant is
employed by the Employer on the date the Participant attains Early or Normal
Retirement Age, or the Disability commences.

(b) The Participant will be fully Vested at all times in that part of
her or his Account attributable to Deductible Contributions, Voluntary After-Tax
Contributions, Elective Salary Deferral Contributions, Qualified Nonelective
Contributions, Qualified Matching Contributions and Rollover Contributions.

(c) If a Participant Terminates Service for any reason other than
death or Disability before reaching Early Retirement Age, if applicable, or
Normal Retirement Age, the Plan Administrator must determine the Vested
percentage of the Participant's Account attributable to Employer

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Contributions (and, if applicable, Matching Contributions) according to the
vesting schedule elected by the Employer in the Adoption Agreement.

(d) The Plan Administrator must count all of an Employee's Years of
Service, excluding only those service periods that the Employer has elected in
the Adoption Agreement, to determine the extent to which a Participant is Vested
in the portion of such Participant's Account attributable to Employer
Contributions (and, if applicable, Matching Contributions), subject to the
following rules:

(1) if a Participant incurs five consecutive Break in Service
years, the Plan Administrator will disregard any Years of Service completed
after the Break in Service to determine the Vested percentage of the
Participant's Account attributable to Employer Contributions (and, if
applicable, Matching Contributions) made before the Break in Service. If a
Participant returns to employment with the Employer before incurring five
consecutive Break in Service years, the Plan Administrator will count service
completed before and after the Break in Service to determine the Vested
percentage of the Participant' s Account attributable to Employer Contributions
and, if applicable, Matching Contributions accrued prior to the Break in
Service.

(2) If the Participant is fully or partially Vested in the part
of her or his Account attributable to Contributions made by the Employer before
incurring five consecutive Break in Service years, the Plan Administrator must
count all Years of Service completed before and after the Break in Service to
determine the Vested percentage of the Participant's Account attributable to
Employer Contributions (and, if applicable, Matching Contributions) made after
the Break in Service.

(3) If the Participant has no Vested interest in the part of the
Participant's Account that is attributable to Contributions made by the Employer
before the Participant incurs the greater of (A) 5 or more consecutive Break in
Service years or (B) the number of Years of Service completed before the Break
in Service, then the Plan Administrator will disregard any Years of Service
completed before the Break in Service to determine the Vested percentage of the
Participant's Account attributable to Employer Contributions (and, if
applicable, Matching Contributions) made after the Break in Service.

(e) If a Participant Terminates Service before becoming fully Vested
in his or her Account, the Plan Administrator will direct the Trustee to
transfer the nonvested part of the Participant's Account to a special holding
account at the time the nonvested part is forfeited and reallocated as provided
in Section 6.2(c). The Trustee will invest the special holding account as
directed by the Plan Administrator.

(f) Regardless of the extent to which a Participant's Account is
vested, Matching Contributions shall be forfeited to the extent they relate to
Excess Deferrals, Excess Contributions, Excess Aggregate Contributions, and
refunds of excess annual additions attributable to Voluntary After-Tax
Contributions or Elective Salary Deferrals pursuant to Code section 415.

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4.3 LIMITATIONS ON ALLOCATIONS.

(a) Definitions. The definitions below apply specifically to this
section 4.3.

(1) Annual Additions.

(A) Refers to the sum of the following amounts credited to
a Participant's Account for the limitation year:

(i) Contributions the Employer makes;

(ii) Contributions the Participant makes; and

(iii) Forfeitures.

(B) Amounts allocated to an individual medical account (as
described in Code section 415(1)(2)), which is part of a pension or annuity plan
maintained by the Employer, will be treated as annual additions to a defined
contribution plan.

(C) Also, amounts derived from contributions paid or
accrued that can be attributed to post-retirement medical benefits allocated to
the separate account of a Key Employee (as described in Code section 419A(d)(3))
under a welfare benefit fund (as described in Code section 419(e)) maintained by
the Employer will be treated as annual additions to a defined contribution plan.

(D) In addition, amounts allocated under a simplified
employee pension plan maintained by the Employer and any excess amount applied
under sections 4.3(b)(3) and 4.3(c)(3) in the limitation year to reduce Employer
Contributions will be treated as annual additions to a defined contribution
plan.

(2) Employer. The Employer and any Affiliated Employer, as
modified by Code section 415(h).

(3) Compensation.

(A) A Participant's earned income, wages, salaries and
fees for professional services, and other amounts received (whether or not
paid in cash) for personal services actually rendered for the Employer during
employment with that Employer to the extent included in gross income. Under
this definition, Compensation includes, but is not limited to, commissions
paid salespersons, compensation for services based on a percentage of the
profits, commissions on insurance premiums, tips, bonuses, fringe benefits,
and reimbursements or other expense allowances under a nonaccountable plan
(as described in section 1.62-2(c) of the federal income tax regulations).

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The following amounts must not be treated as Compensation:

(i) Employer contributions to a plan of deferred
compensation that are not included in the Employee's gross income for the
taxable year in which they were contributed; Employer contributions under a
simplified employee pension plan (as described by Code section 408(k)), to the
extent these contributions can be excluded from gross income by the Employee; or
any distributions from a plan of deferred compensation.

(ii) Amounts realized from the exercise of a
nonqualified stock option or from restricted stock (or property) held by the
Employee that becomes freely transferable or no longer subject to a substantial
risk of forfeiture.

(iii) Amounts realized from the sale, exchange
or other disposition of stock acquired from a qualified stock option.

(iv) Other amounts that received special tax
benefits, or Employer Contributions (whether or not from a salary reduction
agreement) toward the purchase of an annuity contract described in Code section
403(b), whether the amounts can actually be excluded from the Employee's gross
income.

(B) To apply the limitations of Section 4.3, Compensation
for a limitation year is the Compensation actually paid or made available during
that year.

(4) Defined benefit fraction. Fraction in which:

(A) The numerator is the sum of the Participant's projected
annual benefits under all defined benefit plans (terminated or not) maintained
by the Employer; and

(B) The denominator is the lesser of 125 percent of the
dollar limit determined for the limitation year under Code sections 415(b) and
(d), or 140 percent of the Participant's highest average compensation, including
any adjustments under Code section 415(b).

However, if:

(i) The Employee was a Participant on the first
day of the first limitation year beginning after December 31, 1986 in one or
more defined benefit plans existing on May 6, 1986 maintained by the Employer;
and

(ii) The defined benefit plans individually and in
aggregate satisfied the requirements described in Code section 415 (in effect
for all limitation years beginning before January 1, 1987); then, the
denominator must be at least 125 percent of the sum of the annual benefits

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the Participant accrued under these plans at the close of the last limitation
year beginning before January 1, 1987.

(5) Defined contribution fraction. Fraction in which:

(A) The numerator is the sum of the annual additions for
the Participant under all defined contribution plans (terminated or not)
maintained by the Employer for the current and all prior limitation years,
including annual additions attributed to the Participant's Voluntary After-Tax
Contributions to all defined benefit plans (terminated or not) maintained by the
Employer; to all welfare benefit funds (as described in Code section 419(e));
and to individual medical accounts (as described in Code section 415(l)(2)) and
simplified employee pensions maintained by the Employer; and

(B) The denominator is the sum of the maximum aggregate
amounts for the current and all prior limitation years with the Employer,
whether or not the Employer maintained a defined contribution plan. The maximum
aggregate amount in any limitation year is the lesser of:

(i) 125 percent of the dollar limitation
determined under Code sections 415(b) and (d), in effect under Code section
415(c)(1)(A); or

(ii) 35 percent of the Participant's Compensation
for that year.

(C) If the Employee was a Participant at the end of the
first day of the first limitation year beginning after December 31, 1986, in one
or more defined contribution plans existing on May 6, 1986 and maintained by the
Employer, and if the sum of the defined contribution fraction and the defined
benefit fraction otherwise would exceed 1.0 under the Plan terms, the numerator
will be adjusted.

Under this adjustment, an amount equal to the product of the excess of the
sum of the defined benefit and defined contribution fractions over 1.0 and the
defined contribution denominator will be permanently subtracted from the
numerator. The adjustment will be calculated using the fractions as if.

(i) They were computed at the end of the last
limitation year beginning before January 1, 1987; and

(ii) There were no changes in the Plan terms and
conditions made after May 5, 1986;

However, the calculation will be subject to the Code section 415 limitation
that applies to the first limitation year beginning on or after January 1, 1987.

(D) The annual additions for any limitation year beginning
before January 1, 1987 shall not be recomputed to treat as annual additions all
Employee Contributions to the Plan and any other plan maintained by the
Employer.

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(6) Excess amount. Annual additions made for and/or by a
Participant exceeding the maximum permissible amount for a limitation year.

(7) Highest average compensation. Average Compensation for the
three consecutive Years of Service with the Employer that produce the highest
average. For this purpose, a Year of Service means the calendar year.

(8) Limitation year. Unless otherwise specified in a resolution
of the board of directors or other appropriate written authorization adopted by
the Employer, the limitation year shall be the Plan Year. All qualified plans
maintained, by the Employer must use the same limitation year.

If the limitation year is amended to a different period of 12 consecutive
months, the new limitation year will begin on a date within the limitation year
in which the amendment is made.

(9) Master or prototype plan. The Plan and any other plan that
is the subject of a favorable opinion letter from the IRS concerning the form of
the plan.

(10) Maximum permissible amount. Maximum amount of annual
additions that the Employer may contribute or allocate to a Participant's
Account for any limitation year shall not exceed the lesser of:

(A) $30,000 or if greater, one-fourth of the defined
benefit dollar limitation under Code section 415(b)(1) as in effect for the
limitation year; or

(B) 25 percent of the Participant's Compensation for the
limitation year. This limitation will not apply to any contribution for medical
benefits (as described in Code sections 401(h) or 419A(f)(2) usually treated as
an annual addition under Code sections 415(l)(1) or 419A(d)(2).

If a short limitation year is created by an amendment changing the
limitation year to a different period of 12 consecutive months, the maximum
permissible amount shall not exceed the following formula: Multiply the defined
contribution dollar limitation (as determined under Code section 415(c)(1)(A))
by the number of months in the short limitation year and divide by 12.

(11) Projected annual benefit. Annual retirement benefit
(adjusted to an actuarially equivalent Straight Life Annuity if that benefit is
expressed in a form other than a Straight Life Annuity or a Qualified Joint and
Survivor Annuity) to which a Participant would be entitled under the terms of
the Plan, assuming:

(A) The Participant continues employment until Normal
Retirement Age under the Plan (or current age, if later); and

(B) The Participant's Compensation for the current
limitation year and all other relevant factors used to determine the Plan
benefits will remain constant for all future limitation years.

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(b) Purpose. The allocations made to each Participant's Account will
be subject to the limitations imposed by Code section 415, considering
allocations made to, and benefits projected under, other plans maintained by the
Employer, if any.

These limitations supersede any other Plan provisions that otherwise might
provide for an allocation causing the Code section 415 limitations to be
exceeded.

(1) Annual additions. If the Participant does not participate
and has never participated in another qualified defined contribution plan or
welfare benefit fund (as described in Code section 419(e)) maintained by the
Employer, or in an individual medical account (as described in Code section
415(1)(2)) or simplified employee pension plan, as defined in Code
section 408(k) maintained by the Employer, that provides an annual addition, the
annual additions for the Participant for any limitation year must not exceed the
lesser of:

(A) The maximum permissible amount based on the
Participant's Compensation up to the allocation date, reduced by the sum of any
annual additions allocated to the Participant under the Plan as of any preceding
allocation date within the limitation year; or

(B) Any other limitation contained in the Plan.

If the Employer Contributions that otherwise would be contributed or
allocated to a Participant's Account would cause the annual additions for the
limitation year to exceed the maximum permissible amount, the Plan Administrator
must reduce allocations or Contributions so that annual additions equal the
maximum permissible amount.

(2) Compensation. Before determining the Participant's actual
Compensation for the limitation year, the Plan Administrator may determine the
maximum permissible amount for a Participant based on a reasonable estimate of
the Participant's Compensation for the limitation year, uniformly determined for
all Participants in similar situations.

However, as soon as administratively feasible after the limitation year
ends, the Plan Administrator must determine the maximum permissible amount based
on the Participant's actual Compensation for the limitation year.

(3) Excess amount. If, pursuant to Section 4.3(b)(2), there is
an excess amount, this excess amount will be used of in the following order:

(A) If the Participant made Voluntary After-Tax
Contributions, the excess amount must be returned to the Participant.

(B) If the Participant is covered by the Plan at the end of
the limitation year, the excess amount must be used to reduce Employer
Contributions (including allocations of any Forfeitures) that otherwise would be
made for the Participant in the next limitation year (and in each succeeding
limitation year, if necessary).

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(C) If the Participant is not covered by the Plan at the
end of the limitation year, the Plan Administrator must hold the excess amount
unallocated in a suspense account. This account must be applied to reduce
future Employer Contributions (including allocations of any Forfeitures) for all
remaining Participants in the next limitation year (and in each succeeding
limitation year, if necessary).

(i) The Plan Administrator must not allocate
investment gains and losses to the suspense account. If a suspense account
exists at any time during a particular limitation year, all amounts in the
account must be allocated and reallocated to the Participants' Accounts before
any Employer Contributions are made to the Plan for that limitation year.

(ii) Excess amounts must not be distributed to
Participants or former Participants.

(D) Special Rule: If the Participant made Elective Salary
Deferrals, then to the extent necessary to reduce an excess amount in a
Participant's Account, the Plan Administrator may distribute the Participant's
Elective Salary Deferrals and any gains attributable to such Elective Salary
Deferrals to the Participant. The Plan Administrator shall not take any
returned Elective Salary Deferral Contributions into account in calculating
(i) the Participant's Deferral Percentage or Contribution Percentage for the
Plan Year, (ii) whether the Participant has Excess Deferrals or (iii) whether
the Participant has exceeded the limit in Code section 402(g), as adjusted.

(1) Application. This paragraph applies if, in addition to the
Plan, the Participant is covered under another qualified master or prototype
plan that is a defined contribution plan or welfare benefit fund (as described
in Code section 419(e)), or an individual medical account (as described in Code
section 415(l)(2)) that is maintained by the Employer or a simplified employee
pension maintained by the Employer, that provides annual additions during any
limitation year.

(A) The annual additions for a limitation year for any
Participant must not exceed the maximum permissible amount reduced by the annual
additions for the Participant under the other qualified master and prototype
defined contribution plans, welfare benefit funds, individual medical accounts
and simplified employee pensions for that limitation year.

(B) If the annual additions for the Participant under other
qualified master and prototype defined contribution plans, welfare benefit
funds, individual medical accounts and simplified employee pensions maintained
by the Employer are less than the maximum permissible amounts, and the Employer
Contributions that otherwise would be contributed or allocated to a
Participant's Account under this Plan would cause the annual additions for the
limitation year to exceed this limitation, the amount contributed or allocated
must be reduced so the annual additions under all such plans and funds for the
limitation year will equal the maximum permissible amount.

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(C) If the annual additions for the Participant under all
other qualified master and prototype defined contribution plans, welfare benefit
funds, individual medical accounts and simplified employee pensions when
aggregated are equal to or greater than the maximum permissible amount, no
allocations or contributions shall be made to a Participant's Account under this
Plan for that limitation year.

(2) Determination. Before determining the Participant's actual
Compensation for the limitation year, the Plan Administrator may determine the
maximum permissible amount for a Participant, as described in Plan
section 4.3(b)(2) above. As soon as administratively feasible after the
limitation year ends, the Plan Administrator must determine the maximum
permissible amount for the limitation year based on the Participant's actual
Compensation for the limitation year.

(3) Excess Amount. If a Participant's annual additions under
the Plan and all other plans described in paragraph (1) above would result in an
excess amount for a limitation year, the excess amount will consist of the
annual additions last allocated. However, any annual additions attributable to
a simplified employee pension will be deemed to have been allocated first,
followed by annual additions to a welfare benefit fund or an individual medical
account, regardless of the actual allocation date.

Please note: If an excess amount is allocated for a Participant when an
allocation date of the Plan coincides with an allocation date of another plan,
the excess amount attributed to the Plan will be the product of the total excess
amount allocated for the Participant as of that date, multiplied by the ratio of
(A) the annual additions allocated for the Participant for the limitation year
as of that date under the plan to (B) the total annual additions allocated to a
Participant for the limitation year as of that date under this and all other
qualified master or prototype plans that are defined contribution plans.

Any excess amount attributed to the Plan must be disposed of in the manner
described in this paragraph (3).

(d) Coverage under other qualified plans.

(1) If the Participant is covered under another qualified
defined contribution plan maintained by the Employer that is not a master or
prototype plan, annual additions for the Participant under the Plan for any
limitation year will be limited according to subsection (c) above as if the
other plan were a master or prototype plan, unless the Employer describes in the
Non-Standardized Adoption Agreement the method used by the plans:

(A) To limit total annual additions to the maximum
permissible amount, and

(B) To properly reduce any excess amounts in a manner that
precludes Employer discretion.

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(2) If the Employer maintains, or has at any time maintained, a
qualified defined benefit plan covering any Participant in the Plan, the sum of
the Participant's defined benefit plan fraction and defined contribution plan
fraction must not exceed 1.0 in any limitation year.

(A) If the Employer Contributions during that limitation
year would cause the 1.0 limit to be exceeded, the allocation must be reduced so
that the sum equals 1.0.

(B) The annual additions that may be credited to the
Participant's Account under the Plan for any limitation year must be limited as
specified in the Non-Standardized Adoption Agreement.

ARTICLE 5 - INVESTMENTS

5.1 INVESTMENT AUTHORITY.

(a) Directing Party. The person designated in the Plan Service
Agreement as having investment authority will direct the investment of all
assets in the Trust Fund according to procedures agreed to by the Plan
Administrator and the Trustee except to the extent that:

(1) The Participant exercises Limited Discretion, in which case
the Participant shall provide the Plan Administrator with written instructions
as to the investment of the Participant's Account among:

(A) the Authorized Funds designated by the Employer,

(B) the Managed Accounts maintained at CSTC or the Broker
that are invested and reinvested at the direction of the Plan Administrator or a
duly appointed Investment Manager,

(D) the options provided in subparagraphs (A) or (C) plus
any investment company registered under the Investment Company Act of 1940, as
amended, which previously was an Authorized Fund designated by the Employer as
an investment option, but which is no longer offered as an Authorized Fund.

(2) The Employer authorizes Participants to exercise Full
Discretion, in which case the Participant shall instruct the Broker as to the
investment of assets held by CSTC or the Broker in the Participant's Account in
securities that are publicly traded on a national securities exchange, shares or
units issued by an investment company registered under the Investment Company
Act of 1940, as amended, and obligations issued or guaranteed by the U.S.
Government, its agencies and instrumentalities.

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(3) The Plan Administrator or duly appointed Investment Manager
shall direct the investment and reinvestment of any part of the Trust Fund not
subject to the Limited Discretion or Full Discretion of the Participants.

(4) The Plan Administrator has delegated responsibility for
managing all or part of the assets, of the Trust Fund for the benefit of all
Participants to a duly appointed Investment Manager, in which case the
Investment Manager shall direct the investment and reinvestment of such
designated portion of the Trust Fund. The Plan Administrator shall direct the
investment and reinvestment of any part of the Trust Fund for which
responsibility has not been delegated to an Investment Manager or as provided in
paragraphs (1) through (3).

(b) Limitation of Liability if the Participant exercises Limited
Discretion or Full Discretion. If and to the extent the Participant exercises
Limited Discretion or Full Discretion as provided in paragraphs (a)(1) and
(a)(2) above, such Participant's investment directions shall be complied with
according to the following rules:

Consistent with ERISA section 404(c), if the Participant exercises
investment discretion, each Participant shall have full authority and
responsibility to direct the investment and reinvestment of the Participant's
Account among the available investment options. Except as otherwise provided by
ERISA:

(1) the Participant shall not be deemed a fiduciary of the Plan
or the Trust Fund solely because the Participant exercises control over the
assets of the Participant's Account (except with respect to voting of proxies
and tendering of shares); and

(2) neither the Employer, the Plan Administrator, the Broker,
the Custodian, nor the Trustee shall be liable for any loss, or for any breach,
that results from a Participant's exercising control over such Participant's
Account.

(c) Assets in Trustee's Custody. The Plan Administrator shall direct
the Trustee as to the management and disposition of any Unique Assets and assets
that are temporarily awaiting investment or distribution.

(d) Directions to Trustee. The Plan Administrator shall transmit the
investment directions of the Participants exercising Limited Discretion to the
Recordkeeper. The Recordkeeper shall instruct the Trustee to invest and
reinvest assets held under the Trust by the Trustee based on such directions.

(e) Form of Investment Direction. It is contemplated that all
investment directions, instructions or notices will be in writing or, if
permitted by the Plan Administrator and acceptable to the Trustee, by facsimile,
telex, telegram, telephone or any form of electronic communication.

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5.2 PERMITTED INVESTMENTS.

(a) General Rule. Subject to the limitations set forth in
paragraph (b) below and imposed by the Investment Authorization, and any
restrictions imposed by the Employer, authorized investments will include, but
shall not be limited to:

(1) Publicly traded securities, including Employer Securities;

(2) Listed covered options;

(3) Mutual funds;

(4) Money market instruments;

(5) Bank and savings and loan accounts;

(6) Certificates of deposit;

(7) A loan to a Participant;

(8) Common or collective investment funds; and

(9) Other investments the Trustee makes available through its
regular course of business.

(b) Limitations. Without direction by the person described in
section 5.1(a) above, the Trustee shall have no discretionary investment
authority. The Trustee shall not cause a transaction to be executed on the
Participant's behalf unless the Participant's Account holds enough assets to pay
the purchase price.

All transactions directed by the person with investment authority will be
subject to:

(1) Applicable rules, regulations, customs, and usages of the
exchange, market, or clearinghouse where the transaction will be executed;

(2) Applicable federal and state laws and regulations;

(3) The internal policies of CSTC, Schwab or, if the Plan
Administrator specifically directs use of another Broker, the policies of such
other Broker; and

(4) Any rules established by the Plan Administrator from time to
time including, by way of example, limitations on the frequency of transactions
or diversification requirements.

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5.3 PLAN LOANS. A Participant may obtain a loan from the Plan if the
Employer elects the authorizing language in the Adoption Agreement and the loan
program satisfies the following conditions:

(a) A Participant must request a loan on a form filed with the Plan
Administrator or the Recordkeeper. The Plan Administrator will decide whether
to grant the request based on objective written criteria furnished to
Participants. The Plan Administrator will forward an approved request to the
Recordkeeper, who will instruct the Trustee to comply with the terms as soon as
administratively possible.

(b) The Participant must execute a promissory note. The note will be
secured by the Vested part of the Participant's Account, excluding the portion
of the Account attributable to Deductible Contributions, if any, but not more
than 50% of that amount (determined as of the last day of the month before the
Trustee makes the loan) may be used to secure the outstanding balance of all
loans to the Participant under any plan maintained by the Employer or any
Affiliated Employer. Payment must be amortized in level payments of principal
and interest, made not less frequently than quarterly, over a period not
extending over five years. However, if elected in the Adoption Agreement, the
repayment period for a loan used to purchase the Participant's primary residence
can be up to thirty years. The term of a loan may be extended only in
accordance with section 5.3(j).

(c) Unless otherwise elected in the Adoption Agreement, the
Participant must repay the loan through periodic payroll deductions or by
check if the Participant is on a leave of absence or is transferred to an
Affiliated Employer that does not sponsor the Plan. If elected in the
Adoption Agreement, the Employer may authorize any repayment program,
including one that is done through payroll deductions. The Trustee will
invest principal and interest payments on the loan in accordance with the
investment directions provided with respect to the investment of such
payments.

(d) The Participant's spouse must consent to a loan to the extent
it is funded or secured with assets that are subject to the Survivor Annuity
Rules. The spouse's consent must be obtained within the 90-day period ending
on the date the loan is made. The procedures for obtaining the consent must
be similar to those required for a Qualified Election. The spouse must
furnish a new consent if the Participant's Account is used to renegotiate,
extend, renew or otherwise revise the loan. The spouse's consent will be
binding on the consenting spouse and any subsequent spouse with respect to
the loan.

(e) The Plan Administrator must make loans available to all
Participants on a reasonably equivalent basis (what basis may take into account
the different security risks presented by particular loan requests), and must
not make loans more available or in a greater amount to Highly Compensated
Employees than to other Employees.

(f) Unless the Employer elects otherwise in the Adoption Agreement,
the Plan Administrator will not approve a request for a loan that is for less
than $1,000.

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(g) The Plan Administrator must deny a request for a loan amount
that, when added to the outstanding balance of all other loans to the
Participant, will total more than the lesser of (1) or (2):

(1) $50,000 reduced by the excess (if any) of the highest
outstanding balance of loans to the Participant from the Plan during the
one-year period ending the day before the new loan request would be made, if
approved, over the outstanding balance of loans to the Participant on the
date the loan would be made, if approved.

(2) 50 percent of the Vested part of the Participant's Account
excluding the part of the Account attributable to Deductible Contributions,
if any.

The Plan Administrator will aggregate all loans to the Participant from
all plans of any Affiliated Employer to determine the limits.

If elected in the Adoption Agreement, the maximum loan amount may be less
than the dollar amount set forth in (1) above and the percentage amount
expressed in (2) above.

(h) The loan must bear interest at an effective annual percentage
equivalent to the prevailing rate then being charged by institutional lenders
for similar loans at the time the loan is made.

(i) The assets or contribution sources available for a loan will be
specified by the Employer in the Adoption Agreement. The Plan Administrator
will treat the loan as an earmarked investment of the Participant's Account for
recordkeeping purposes.

(j) The Trustee will treat a loan as in default only if instructed by
the Plan Administrator that a scheduled payment has not been made when due.
However, the Plan Administrator may allow a grace period not extending beyond
the period described in federal income tax regulations promulgated under Code
section 72(p). In addition, the Plan Administrator may approve an extension of
the term of any loan for a period not to exceed 12 months for a Participant on a
qualifying leave of absence as described in federal income tax regulations
promulgated under Code section 72(p); provided, however, that the extension
shall not cause the term of the loan to exceed the five year period described in
paragraph (b). If a loan is in final default, the entire outstanding principal
and unpaid interest will become immediately due and payable and will be deemed
to be distributed. The Plan Administrator will instruct the Trustee to execute
upon the Plan's security interest in the Participant's Account by deducting the
outstanding balance, plus accrued but unpaid interest, to the date of final
default when the Participant's benefits may be distributed. The offset will not
cause the plan to fail to satisfy the requirements of Code sections 401(a),
401(k) or 401(m) in any case. The Participant will have a continuing obligation
to make payments required under the terms of the promissory note,
notwithstanding any action taken by the Plan Administrator or the Trustee.

(k) If the Plan Administrator obtains a valid spousal consent to the
loan, the part of the Participant's Account used as security for the loan will
not be taken into account to determine the

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amount payable at the time of death or distribution if the loan is paid by
offsetting the outstanding balance.

(l) The Plan Administrator will not approve a loan request made by a
Shareholder-Employee or an Owner-Employee or a family member of such employee as
described in Code section 267(c)(4).

(m) If elected in the Adoption Agreement, the Plan Administrator will
charge costs and expenses incurred in setting up and administering the loan to a
Participant to the Participant's Account or directly to the Participant.

No loans to a Participant may exceed the present value of the Participant's
Vested Account balance determined after excluding the part of the Account
attributable to Deductible Contributions, if any.

5.4 UNINVESTED CASH. The Trustee will hold all cash not currently
invested (as described in Section 5.1 above) and cash held pending distribution
in a non-interest bearing account.

5.5 EARNINGS. If the Employer has authorized Directed Accounts, the Plan
Administrator will credit each Participant's Account with the earnings, gains
and losses attributable to the assets in the Participant's Account. If the
Employer has not authorized Directed Accounts, the Plan Administrator will
allocate earnings to the Account of each Participant as of each Valuation Date
based on the Participant's Account balance as of the immediately preceding
Valuation Date relative to the Account balances of all Participants as of the
immediately preceding Valuation Date.

5.6 USE OF AFFILIATES. The Trustee may contract or make other
arrangements with The Charles Schwab Corporation, the Broker, their affiliates
and subsidiaries, successors and assigns and any other organizations affiliated
with or subsidiaries of the Trustee or related entities, for the provision of
services to the Plan, except where such arrangements are prohibited by law or
regulation. The Trustee may place securities orders, settle securities trades,
hold securities in custody and perform related activities on behalf of the Trust
Fund or any Account through or by the Broker/Dealer unless the Plan
Administrator specifically instructs otherwise in a writing filed with the
Trustee. Trades and related activities effected by the Broker are subject to
fees and commissions established by the Broker, which may be paid from the Trust
Fund or netted from the proceeds of trades. Trades will not be executed through
the Broker or any services performed by any affiliate of the Trustee unless the
Plan Administrator has received appropriate disclosure concerning the
relationship of the affiliate to the Trustee, and the fees and commissions which
may be paid to the Trustee or any affiliate or subsidiary as a result of using
the affiliate to execute trades or to perform other services.

5.7 SPECIAL HOLDING ACCOUNT. If the Participant is authorized to direct
investment of his or her Account, the Plan Administrator must direct the Trustee
as to the investment of any special holding account established to record assets
previously allocated to the Account of a Participant who terminated employment
before becoming fully Vested as provided in Section 4.2(e). The Trustee will
invest the assets in a special holding account as directed by the Plan
Administrator.

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5.8 VALUATION.

(a) Date. Assets of the Trust Fund shall be valued as of each
Valuation Date at their fair market value.

(b) Participant Accounts. The Plan Administrator (or its delegate)
shall maintain a separate and distinct record of all income and losses of the
Trust Fund attributable to each Participant's Account and any subaccounts that
are maintained within such Account. For purposes of this section, the income or
loss of the Trust Fund shall include any unrealized increase or decrease in the
fair market value of the assets of the Trust Fund as determined by the Trustee
under the terms of the Trust.

(1) If the Employer has not authorized Directed Accounts, as of
each Valuation Date the Plan Administrator (or its delegate) shall allocate the
net income or net loss to each Account in the ratio that the balance of each
such Account determined as of the previous Valuation Date bears to all such
Accounts determined as of the previous Valuation Date after adjusting for
withdrawals, distributions and additions.

(2) If the Employer has authorized Directed Accounts, each
Participant's Account shall be credited with the gains or losses attributable to
the investments made in such Account over the relevant period as of each
Valuation Date.

5.9 ACCOUNTINGS. The Trustee and the Custodian, if any, shall maintain
adequate records with respect to any assets of the Trust Fund in their custody.
As soon as practicable after the end of each calendar month and within sixty
(60) days following the effective date of the Trustee's or the Custodian's
resignation or removal or the termination of the Plan, the Trustee or the
Custodian, or both shall file with the Plan Administrator a written report
reflecting transactions with respect to assets in the Trustee's and the
Custodian's custody, as applicable, during the period covered by the report and
the fair market value of such assets. Unless the Plan Administrator files a
written statement of exceptions or objections to the report with the Trustee or
the Custodian within sixty (60) days after the Trustee or the Custodian, if any,
mails the report, the Plan Administrator shall be deemed to have approved such
report and the Trustee, or the Custodian, or both, shall be released from all
liability to anyone (including any Participant, Beneficiary or alternate payee)
with respect to matters set forth in the report.

ARTICLE 6 - DISTRIBUTIONS

6.1 DETERMINATION OF SPOUSE. As used to identify "spouse" or "surviving
spouse" in Article 6, the Participant's former spouse rather than the present
spouse will be treated as the spouse or surviving spouse according to the terms
of a Qualified Domestic Relations Order.

6.2 LIFETIME BENEFITS. The Vested part of a Participant's Account will be
available for distribution to the Participant when the Participant retires at
Normal (or Early) Retirement Age, dies, and, if elected in the Adoption
Agreement, attains age 59-1/2 or Terminates Service.

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(a) Automatic Cash-Out. If the value of the Vested part of the
Participant's Account (excluding Deductible Contributions) does not exceed
$3,500, then, if elected by the Employer in the Adoption Agreement, as soon as
practicable after the Participant Terminates Service, the Plan Administrator
will direct the Trustee to pay the Participant a single distribution that equals
the value of the entire Vested Account balance.

(1) The Plan Administrator must direct the Trustee to apply the
nonvested part that is forfeited by the Participant in accordance with the
Employer's election in the Adoption Agreement.

If the value of the Vested part of the Participant's Account is zero when
the Participant Terminates Service, the Participant will be treated as if she or
he received a distribution of the Vested part of her or his Account.

(2) A distribution pursuant to paragraph 6.2(a) may be made as
soon as administratively feasible after the Participant Terminates Service.
This distribution shall not require the Participant's or the spouse's consent.

The provisions of this paragraph (a) will apply to a Participant who is
Vested at the time of death or distribution in amounts attributable to
Contributions made by the Employer or the Employee or both.

(b) Voluntary Distributions. If the value of the Vested part of the
Participant's Account, excluding Deductible Contributions, exceeds $3,500 (or at
the time of any other distribution, exceeded $3,500), then distribution after
the Participant Terminates Service will require the consent of the Participant.

If payment in the form of a Qualified Joint and Survivor Annuity is
required with respect to the Participant as described in Section 6.3, then the
consent of the Participant and the Participant's spouse (or the survivor of
either) must be obtained before any distribution if:

(1) The Participant Terminates Service before attaining age 65;
or

(2) The Plan is terminated at a time the Plan is subject to the
Survivor Annuity Rules and the Participant has not attained age 65.

(A) The foregoing consent must be obtained within the
applicable Election Period and following receipt by the Participant of a written
notice of the Participant's right to defer payment of benefits, the optional
forms of benefits available and the material features of the different benefit
forms.

(B) The Plan Administrator will provide the notice within
the Applicable Notice Period.

(C) Only the Participant must consent to a distribution in
the form of a Qualified Joint and Survivor Annuity while the Account balance is
immediately distributable.

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Neither the consent of the Participant nor the Participant's spouse will be
required if a distribution must be made to satisfy Code sections 401(a)(9) or
415 or if the Participant has reached age 65 and receives the Required Annuity.

(c) Distribution After Termination. The Plan Administrator must
promptly notify the Trustee when a Participant Terminates Service.

(1) If the Participant requests a distribution, as required in
subsection (b) above, or receives an automatic cash-out, as described in
subsection (a) above, the Plan Administrator must direct the Trustee to pay the
Vested part of the Participant's Account, according to the rules on form and
timing described in Article 6.

(A) If the Participant's Account is not fully Vested at the
time the Participant receives a distribution, the nonvested part of the
Participant's Account shall be treated as a Forfeiture.

(B) The Trustee will hold Forfeitures and earnings in a
special holding account pending allocation to the remaining Participants. As
soon as practicable after the Forfeiture occurs, the Plan Administrator must
direct the Trustee to apply the Forfeiture, adjusted for earnings, in accordance
with the Employer's election in the Adoption Agreement.

(C) If the Employee elects to have less than the entire
Vested part of the Account derived from Employer Contributions distributed, the
part of the nonvested portion that will be treated as a Forfeiture is the total
nonvested part multiplied by a fraction in which:

(i) The numerator is the amount of the
distribution attributable to Contributions made by the Employer; and

(ii) The denominator is the total value of the
Vested part of the Participant's Account attributable to Contributions made by
the Employer.

(2) If the Participant Terminates Service before becoming fully
Vested in her or his Account but does not request a distribution, the nonvested
part of the Participant's Account shall be treated as a Forfeiture as of the
last day of the Plan Year in which the Participant incurs five consecutive
Breaks in Service (five Break in Service periods if the Employer has elected
Elapsed Time for vesting purposes in the Adoption Agreement) or, if earlier, the
date the Participant receives a distribution of the Vested balance of the
Account. The Forfeiture shall be applied in accordance with the Employer's
election in the Adoption Agreement.

(3) If a Participant who has received a distribution under
subsection (a) or subsection (c)(1) above is reemployed by the Employer as an
Employee, the forfeited amount shall be restored to the Employee's Account if
the Employee repays the full amount of the distribution attributable to
Contributions made by the Employer before:

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(A) Five years after the Participant is reemployed by the
Employer; or

(B) By the date on which the Participant has five
consecutive breaks in service after the distribution, whichever is earlier.

The Plan Administrator must direct the Trustee to restore the forfeited
amount from assets attributable to Forfeitures in the special holding account,
or, if these assets are insufficient to restore the required Forfeitures, then
from an additional contribution made by the Employer.

(d) Timing. Subject to the consent requirements stated in
subsection (b) above, unless the Participant elects otherwise, the Plan
Administrator must direct the Trustee to begin distribution of the Participant's
Account no more than 60 days after the close of the Plan Year in which the later
of the following events occurs:

(1) The Participant reaches the earlier of age 65 or Normal
Retirement Age; or

(2) The Participant Terminates Service.

However, the Plan Administrator must direct the Trustee to begin
distribution no later than the Participant's Required Beginning Date.
Notwithstanding any other provision in Article 6, the Plan Administrator will
treat any Participant (and Participant's spouse, to the extent required) who
fails to request a distribution at a time when the Participant's benefits could
be distributed as having made a decision to defer commencement of payment of his
or her benefits.

(e) Periodic Distributions. If the Participant's Account is
distributed as an Annuity Contract, the Plan Administrator must direct the
Trustee to purchase a contract that provides the minimum distribution determined
under subsection (f) below.

If the Participant's Account is distributed in installment payments, the
Plan Administrator must direct the Trustee as to when to make each distribution
and the amount of each distribution taking into Account the rules in
subsection (f) below.

(f) Minimum distribution. All distributions required under Article 6
will be determined and made in accordance with the proposed regulations under
Code section 401(a)(9), including the minimum distribution incidental benefit
requirement of proposed federal income tax regulation section 1.401(a)(9)-2.

If a Participant's benefit is distributed over a period not exceeding:

(1) The Participant's life expectancy;

(2) The joint life and last survivor expectancy of the
Participant and her or his designated Beneficiary; or

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(3) The life expectancy of the Participant's designated
Beneficiary, the amount required to be distributed for each year, starting with
the Participant's first Distribution Calendar Year, shall not be less than the
quotient obtained by dividing the Participant's Account by the applicable life
expectancy. If elected by the Employer in the Adoption Agreement, the amount to
be distributed each year shall be equal to the Participant's Vested Account
balance in the Plan, determined as of the last Valuation Date in the Plan Year
preceding the calendar year in which the Participant attained age 70-1/2.

The amount required to be distributed for each year, starting with the
first Distribution Calendar Year, shall not be less than the quotient obtained
by dividing the Participant's Vested Account by the lesser of:

(1) The applicable life expectancy; or

(2) If the Participant's spouse is not the designated
Beneficiary, the applicable divisor determined from the table in Q&A-4 of
proposed federal income tax regulation section 1.401(a)(9)-2.

Distributions after the Participant's death will be calculated using the
applicable life expectancy as the divisor, without regard to proposed federal
income tax regulation section 1.401(a)(9)-2.

(1) The minimum distribution required for the Participant's
first Distribution Calendar Year will be made on or before the Participant's
Required Beginning Date.

The minimum distribution for other calendar years, including the minimum
distribution for the Distribution Calendar Year in which the Participant's
Required Beginning Date occurs, will be made on or before December 31 of that
Distribution Calendar Year.

(2) Distributions under an Annuity Contract must be made as
required by Code section 401(a)(9) and proposed Treasury Regulations, as
applicable, and the terms of the Plan.

(g) Account value. The Plan Administrator will determine the value
of a Participant's Account as of the Valuation Date immediately preceding or
coinciding with a distribution increased by the amount of any Contributions or
Forfeitures allocated to the Account as of dates in the valuation calendar year
after the Valuation Date, and decreased by distributions made in the valuation
calendar year after the Valuation Date.

(h) Distribution Before Termination. No Forfeiture will occur solely
as a result of a Participant's withdrawal of employee Contributions (whether
Voluntary After-Tax Contributions or Deductible Contributions).

6.3 DISTRIBUTIONS SUBJECT TO SURVIVOR ANNUITY RULES.

(a) This Section 6.3 applies to each Employee credited with at least
one Hour of Service with the Employer on or after August 24, 1984, if:

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(1) The Plan as adopted by the Employer is an amendment of a
plan the assets of which are subject to the Survivor Annuity Rules; or

(2) The Plan is a transferee plan with respect to the assets
being distributed as described in Section 6.6.

(b) Distributions to married Participants.

(1) If a Participant:

(A) Dies prior to her or his Annuity Starting Date;

(B) Is survived by a spouse; and

(C) Does not make a Qualified Election within the Election
Period, the Plan Administrator must direct the Trustee to purchase a
nontransferable Annuity Contract providing for payments as a Qualified
Preretirement Survivor Annuity with the assets in the Participant's Account.

(2) If the Participant is alive on the Participant's Annuity
Starting Date and does not make a Qualified Election within the Election Period,
the Plan Administrator must direct the Trustee to purchase a nontransferable
Annuity Contract providing for payments as a Qualified Joint and Survivor
Annuity with the assets in the Participant's Account.

The Participant must designate on the form provided by the Plan
Administrator the amount of the survivor annuity, expressed as a percentage of
the amount payable during the joint life of the Participant and her or his
spouse.

The Participant may elect to have the annuity distributed as of the
earliest date on which the Participant could elect to receive retirement
benefits.

(3) If the Plan Administrator determines that the Participant
made a Qualified Election, the Plan Administrator must direct the Trustee to
distribute the Participant's Account according to the Participant's election, as
described in subsection (e) below.

(c) Unmarried Participants. If the Participant is unmarried on the
Participant's Annuity Starting Date (or certifies that her or his spouse cannot
be located) and does not make a Qualified Election within the Election Period,
the Plan Administrator must direct the Trustee to purchase a nontransferable
Annuity Contract providing payments over the Participant's life with the assets
in the Participant's Account.

If the Plan Administrator determines that the Participant made a Qualified
Election within the Election Period (or dies prior to the Participant's Annuity
Starting Date), the Plan Administrator must direct the Trustee to distribute the
Participant's Account according to the Participant's election, as described in
subsection (e) below.

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(d) Explanation. Within the Applicable Notice Period, the Plan
Administrator must provide each Participant with a written explanation of the
terms, conditions, and requirements concerning:

(1) The applicable Required Annuities;

(2) The Participant's right to elect to waive the Required
Annuities, and
the effects of such election;

(3) The spousal consent requirement for a waiver of the Required
Annuities; and

(4) The right to revoke a waiver of Required Annuities, and the
effects of such revocation.

(e) Optional form of benefits. If the Participant makes a Qualified
Election within the Election Period, the Plan Administrator will direct the
Trustee to distribute the Participant's Account to the Participant in one of the
following optional forms, if selected by the Employer in the Adoption Agreement:

(1) A single sum; or

(2) In installments over a specified period that satisfies the
requirements of subsection (f) below.

(f) Payment term. Any distribution other than a single sum will be
made over one of the following periods:

(1) The life of the Participant;

(2) The life of the Participant and the Participant's designated
Beneficiary;

(3) A specified period that does not exceed the life expectancy
of the Participant; or

(4) A specified period that does not exceed the joint life and
last survivor expectancy of the Participant and the Participant's designated
Beneficiary.

6.4 DISTRIBUTIONS EXEMPT FROM SURVIVOR ANNUITY RULES. This section
applies to distributions of assets made under the Plan if:

(a) The Plan is adopted without offering an annuity form of benefit;

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(b) The Plan is not an amendment of any plan the assets of which are
subject to the Survivor Annuity Rules;

(d) At the Participant's death, the entire Vested amount in the
Participant's Account must be paid to the Participant's spouse unless:

(1) There is no surviving spouse; or

(2) The spouse has consented in a manner that would meet the
requirements for a Qualified Election for a Qualified Preretirement Survivor
Annuity to a different Beneficiary designation. A Participant can revoke the
designation at any time, but the designation of the new Beneficiary, and waiver
of the spousal death benefit, shall not be effective unless the spouse consents.

If these requirements are met, distributions under this section will be
made in one of the alternative forms described in Section 6.3(e) selected by the
Employer in the Adoption Agreement, as elected by the Participant.

6.5 BENEFIT DISTRIBUTION AFTER DEATH.

(a) Timing. If a Participant dies before the Participant's Account
is distributed, the Plan Administrator must direct the Trustee to distribute the
entire remaining benefit to the Participant's Beneficiary as follows:

(1) If the Participant dies after distribution is required to
begin, the remainder of the Participant's benefits will continue to be
distributed at least as rapidly as under the method being used before the
Participant's death. The Beneficiary may elect a faster distribution rate.

(2) If the Participant dies before distribution is required to
begin, the Participant's entire Account must be distributed by December 31 of
the calendar year containing the fifth anniversary of the Participant's death,
unless a designated Beneficiary makes an election to receive distributions as
specified in subsections (A) or (B) below.

(A) If any part of the Participant's benefits are payable
to a designated Beneficiary, and the Beneficiary elects to have distributions
begin on or before December 31 of the calendar year immediately following the
calendar year in which the Participant dies, then, if elected by the Employer in
the Adoption Agreement, distributions may be made over the life, or a specified
period not exceeding the life expectancy, of the designated Beneficiary.

(B) If the designated Beneficiary is the Participant's
surviving spouse, distributions may be made as described in subsection (A), but
need not begin before the later of:

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(i) December 31 of the calendar year immediately
following the calendar year in which the Participant dies; or

(ii) December 31 of the calendar year in which the
Participant would have reached age 70-1/2.

(i) December 31 of the calendar year in which
distributions would be required to begin, according to paragraph (2); or

(ii) December 31 of the calendar year containing
the fifth anniversary of the Participant's death, whichever is earlier.

If the Participant does not have a designated Beneficiary, or if the
designated Beneficiary does not elect a distribution method, the Plan
Administrator must direct the Trustee to distribute the Participant's entire
benefit no later than the date described in subsection (ii) above.

(3) If the surviving spouse dies after the Participant but
before payments to the spouse begin, the provisions of paragraph (2), excluding
subparagraphs (B) and (C) apply as if the surviving spouse were the Participant.

(4) An amount paid to a Participant's child is treated as if
paid to the surviving spouse, if that amount becomes payable to the surviving
spouse when the child reaches the age of majority.

(b) Beginning date. For Section 6.5, distribution of a Participant's
benefits will be considered to begin on the Participant's Required Beginning
Date (or, if subsection (a)(3) applies, on the date required for beginning
distributions to the surviving spouse), as described in paragraph (1) above.

If distribution to a Participant in the form of an annuity irrevocably
begins before the Required Beginning Date, distribution will be considered to
begin on the date distribution actually starts.

6.6 TRANSFER OF ASSETS FROM ANOTHER PLAN. If a Participant's Account
holds assets transferred to the Plan from another plan qualified under Code
section 401(a), and under the terms of the other plan such assets were subject
to the Survivor Annuity Rules, the distribution of such assets will be subject
to the Survivor Annuity Rules, as described in Section 6.3 above.

6.7 MISSING PERSONS. If the Plan Administrator is unable to locate a
terminated Participant or the Participant's Beneficiary after making a
reasonable effort, the Plan Administrator must direct the Trustee to liquidate
the assets in the Participant's Account and hold them in the special holding
Account described in Plan section 6.2(c)(1)(B). After 5 Break in Service years
(or 5 Break in Service periods if the Employer elected to apply Elapsed Time for
vesting purposes in the Adoption Agreement), the

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Participant's Account in the Plan will be deemed to have been forfeited.
Such Forfeiture will be applied in accordance with the Employer's election in
the Adoption Agreement.

If the Participant or Participant's Beneficiary subsequently makes a valid
claim for benefits after the Forfeiture, the Plan Administrator must direct the
Trustee to reinstate the benefit from Forfeitures that occur during the Plan
Year in which the claim is made or from additional Employer Contributions to the
Plan.

6.8 DISPUTED PAYMENTS. The Trustee shall not be required to inquire to
determine the identity or mailing address of any persons entitled to benefits
under the Plan. The Trustee may refrain from making payments until the Plan
Administrator certifies a Participant's identity and mailing address.

If there is a dispute over the identity or the rights of persons entitled
to benefits under the Plan, the Trustee may withhold distribution of benefits
until the dispute is resolved by a court of competent jurisdiction or a written
stipulation from all interested parties.

6.9 DISTRIBUTION TO MINORS AND LEGALLY INCOMPETENT PERSONS. If the
Participant or Beneficiary is a minor or legally incompetent, after determining
the payment method in the best interest of the Participant or Beneficiary, the
Plan Administrator may instruct the Trustee to make payments to:

(a) The Participant or Beneficiary.

(b) The legal representative of the Participant or Beneficiary.

6.10 DISTRIBUTION TO ALTERNATE PAYEES. The Plan Administrator may direct
the Trustee to make payments to an alternate payee (as described in Code section
414(p)(8)), according to the terms of a Qualified Domestic Relations Order.

Amounts payable to an alternate payee who cannot be located will be treated
as Forfeitures and then applied in accordance with the Employer's election in
the Adoption Agreement. The Plan Administrator must direct the Trustee to pay
any amounts forfeited to an alternate payee who subsequently presents a valid
benefit claim.

6.11 PRE-RETIREMENT DISTRIBUTIONS. If elected by the Employer in the
Adoption Agreement:

(a) any Participant who has made Voluntary After-Tax Contributions
may withdraw at any time all or any part of such contributions, plus earnings,
and

(b) any Participant who has attained age 591/2 may withdraw at any
time all or any part of the Participant's nonforfeitable Account (with the
spouse's consent to the extent the Account is subject to the Survivor Annuity
Rules).

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(c) The Participant must provide the Plan Administrator with a
written request and the Plan Administrator will instruct the Trustee to make the
distribution. However, a Participant is limited to one pre-retirement
distribution request in any Plan Year.

(d) When the Trustee receives instructions from the Plan
Administrator (which may include instructions to liquidate securities), the
Trustee will distribute the requested amount to the Participant as soon as
administratively feasible.

6.12 HARDSHIP WITHDRAWALS.

(a) In accordance with the Employer's election to provide hardship
withdrawals in the Adoption Agreement, a Participant may request a withdrawal of
all or part of the contributions allocated to such Participant's account
attributable to Elective Salary Deferrals, exclusive of any earnings ("Elective
Salary Deferral Amounts"), subject to the restrictions described in
section 6.12(b).

(b) The Plan Administrator will consent to the withdrawal only if the
request, in the Plan Administrator's sole discretion, is necessary in light of
the immediate and heavy financial need of the Participant, the withdrawal
request does not exceed the Participant's need and the Participant cannot obtain
the funds from any other reasonably available resource. The Plan Administrator
will make the determination according to written procedures applied in a uniform
and nondiscriminatory manner.

(1) The Plan Administrator will deem a request as made to meet
an immediate and heavy financial need of the Participant if the funds withdrawn
will be used for expenses incurred or necessary for:

(A) Medical care, as described in Code section 213(d), for
the Employee, the Employee's spouse, children or dependents;

(B) The purchase (excluding mortgage payments) of a
principal residence for the Employee;

(C) Payment of tuition and related educational fees for the
next 12 months of post-secondary education for the Employee, the Employee's
spouse, children or dependents; or

(D) The need to prevent eviction of the Employee from, or a
foreclosure on the mortgage of, the Employee's principal residence.

(2) The Plan Administrator will treat a distribution as
necessary to satisfy an immediate and heavy financial need of the Employee only
if:

(A) The Employee has obtained all distributions, other than
hardship distributions, and all nontaxable loans under all plans maintained by
the Employer;

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(B) All plans maintained by the Employer provide that the
Employee's Elective Salary Deferrals (and Voluntary After-Tax Contributions)
will be suspended for 12 months after the receipt of the hardship distribution;

(C) The distribution does not exceed the amount of the
immediate and heavy financial need (including amounts necessary to pay federal,
state and local income taxes or penalties that the Employee reasonably
anticipates will result from the distribution); and

(D) All plans maintained by the Employer limit the amount
of Elective Salary Deferrals that the Employee may make for the calendar year
that immediately follows the year in which the Employee obtains a hardship
distribution. The preceding limit is equal to the applicable limit under Code
section 402(g) for such calendar year, less the amount of the Employee's
Elective Salary Deferrals for the calendar year in which the hardship
distribution is made.

(3) In addition to the foregoing financial needs, any withdrawal
of Employer Contributions shall be limited as follows:

(A) If the Participant has participated in the Plan for
five (5) or more years, then the amount withdrawn shall not exceed the Vested
balance of Employer Contributions, adjusted for investment experience, credited
to such Participant's Account as of the preceding Valuation Date, reduced by all
Employer Contributions distributed from such Account after that Valuation Date;
and

(B) If the Participant has not Participated in the Plan for
at least five (5) years, then the amount withdrawn shall not exceed the Vested
balance of Employer Contributions, adjusted for investment experience, credited
to such Participant's Account as of the last day of the third preceding Plan
Year, reduced by all Employer Contributions distributed from such Account after
that date.

(4) The person designated to direct investment will determine
which assets must be liquidated in order to fund a withdrawal.

(5) Hardship withdrawals are subject to the spousal consent
requirements in Code sections 401(a)(11) and 417.

6.13 DIRECT ROLLOVERS. The following provisions apply to all
distributions.

(a) A Participant may elect, on a form acceptable to the Plan
Administrator, to have all or part of an eligible rollover distribution paid
directly to an eligible retirement plan named by the Participant in a direct
rollover, subject to the following rules:

(1) The participant may elect to take part of distribution in
cash and request the Plan Administrator to roll over the remaining, Vested
balance of the Participant's Account to an eligible retirement plan if the
amount of the eligible rollover distribution is not less than $500.

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(2) The Participant may not elect to make a direct rollover if
the amount of the direct rollovers made from the Participant's Account,
aggregated for the Plan Year, are less than $200.

(3) The Participant may not elect to make a direct rollover of
an eligible rollover distribution to more than one eligible retirement plan.

(4) Failure to elect a direct rollover within the Applicable
Notice Period required for the Code section 402(f) explanation will be deemed an
election not to make a direct rollover.

(b) An alternate payee and a surviving spouse of a Participant also
may elect to have all or part of an eligible rollover distribution paid to an
eligible retirement plan in a direct rollover, subject to the restrictions
applicable to a Participant as described in subsection (a).

(1) Eligible rollover distribution. Any distribution of all or
any part of the balance to the credit of the Participant or other distributee
except (A) any distribution that is one of a series of substantially equal
periodic payments (made not less frequently than annually) for the life (or life
expectancy) of the Participant or other distributee, or the joint lives (or
joint life expectancies) of the Participant and the Participant's designated
Beneficiary, or for a specified period of at least ten years; (B) any
distribution required under Code section 401(a)(9); and (C) any part of a
distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to Employer
Securities).

(2) Eligible retirement plan. An individual retirement account
within the meaning of Code section 408(a), an individual retirement annuity
within the meaning of Code section 408(b), an annuity plan within the meaning of
Code section 403(a) or a qualified trust described in Code section 401(a) that
accepts an eligible rollover distribution. If, however, the person receiving
the distribution is the surviving spouse of the Participant, an eligible
retirement plan is limited to an individual retirement account or individual
retirement annuity.

(3) Direct rollover. Payment by the plan to the eligible
retirement plan named by the Participant or other distributee.

6.14 TEFRA TRANSITIONAL RULE.

(a) Notwithstanding other requirements in Article 6, the Plan
Administrator may direct the Trustee to make distributions on behalf of any
Employee, including a Five-Percent Owner, subject to the following provisions,
regardless of when the distributions commence, if:

(1) The distribution would not have disqualified the trust under
Code section 401(a) as in effect prior to amendment by the Deficit Reduction Act
of 1984.

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(2) The distribution is consistent with a method elected by the
Employee whose Account is being distributed or, if the Employee is deceased, by
a Beneficiary of the Employee.

(3) The election was made in writing before January 1, 1984 and
signed by the Employee or Beneficiary.

(4) The Employee had accrued a benefit under the plan as of
December 31, 1983.

(5) The distribution method elected by the Employee or
Beneficiary specifies a commencement date, the distribution period and, in the
case of any distribution at the Employee's death, the Beneficiaries of the
Employee listed in order of priority.

(b) A distribution at death will not be covered by this transitional
rule unless the distribution election contains the required information for
distributions to be made when the Employee dies.

(c) For any distribution that commenced before January 1, 1984, and
continues after December 31, 1983, the Employee or Beneficiary to whom the
distribution is being made, will be presumed to have designated the method of
distribution under which the distribution is being made if the method was
specified in writing and the distribution satisfied the requirements in
subsection (a)(1) and (5).

(d) If a Participant or Beneficiary revokes an election, any
subsequent distribution must satisfy the requirements of Code section 401(a)(9)
and the proposed regulations thereunder. If a Participant or Beneficiary
revokes a designation after the date distributions are required to begin, the
Plan Administrator must direct the Trustee to distribute by the end of the
calendar year following the calendar year in which the revocation occurs the
total amount not yet distributed that would have been required to have been
distributed in order to satisfy Code section 401(a)(9) and the proposed
regulations thereunder but for the election authorized under Code section
242(b)(2). For calendar years beginning after December 31, 1988, such
distributions also must meet the minimum distribution incidental benefit
requirements in section 1.401(a)(9)-2 of the proposed federal income tax
regulations.

The Plan Administrator will treat any changes in an election as a
revocation of the election. The Plan Administrator will not treat the mere
substitution or addition of a Beneficiary as a revocation of the elections if
the substitution or addition does not alter the period over which distributions
are to be made, either directly or indirectly. If an amount is transferred or
rolled over from one plan to another, the rules in Q&A J-1 and Q&A J-3 will
apply.

ARTICLE 7 - DEATH BENEFITS AND INSURANCE

7.1 RETENTION OF LIFE INSURANCE. If elected by the Employer in the
Adoption Agreement, the Trustee will retain one or more life insurance contracts
held in the Trust Fund at the time this Plan

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was adopted by the Employer, which cover the lives of Participants in the
Plan. Under no circumstances, however, may the Trustee purchase any other
life insurance contract.

7.2 RIGHTS OF TRUSTEE.

(a) Trustee Owns Contracts and is Beneficiary. The Trustee is the
owner of each life insurance contract, with full power to exercise all rights,
privileges, options and elections (including the right to borrow against the
cash surrender value of the contracts) granted by the Insurer. The Trustee
shall be designated the beneficiary of any death benefits payable under the life
insurance contracts. The insurance contracts must provide that the proceeds
will be payable to the Trustee, and the Trustee must be required to pay over all
proceeds of the contracts to the Participant's designated Beneficiary in
accordance with Section 6.5 of this Plan. Under no circumstances shall the
Trust Fund retain any part of such proceeds.

(b) Conflict Between Plan and Contract. In the event of any conflict
between the terms of the Plan and the terms of any insurance contract retained
by the Trustee, the Plan provisions shall control.

7.3 PREMIUM PAYMENTS. The Trustee is limited in paying premiums on life
insurance contracts under the following rules:

(a) Ordinary Life -- For purposes of these limitations, ordinary life
insurance contracts have both nondecreasing death benefits and nonincreasing
premiums. If ordinary life contracts are retained, not more than one-half (1/2)
of the Vested portion of the aggregate Employer Contributions (including
Forfeitures, if applicable) allocated to any Participant's Account for a Plan
Year can be used to pay premiums for those contracts; and

(b) Term and Universal Life -- Not more than one quarter (1/4) of the
Vested portion of the aggregate Employer Contributions (including Forfeitures,
if applicable) allocated to any Participant's Account for a Plan Year may be
used to pay premiums for those contracts.

(c) Limitations. If the annual premium on any life insurance
contract exceeds the foregoing limitations and the Participant is unable or
declines to contribute to the Plan the amount necessary to enable the Plan to
pay the required annual premium, then the Plan Administrator shall determine in
its sole discretion and must then instruct the Trustee whether to pay the excess
premiums by automatic premium loan, or to convert one or more contracts to
reduced, paid up insurance, or to surrender one or more contracts for cash, or
to take any combination of the foregoing actions in order to comply with the
limitations.

(d) Dividends. Any dividends or credits earned on any life insurance
contracts will be applied in accordance with the provisions of such insurance
contracts.

7.4 DISTRIBUTION ON DEATH AND TERMINATION. If a Participant's employment
is terminated by death, or the Participant dies after termination of employment
but before a distribution of the

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Participant's Account, the net proceeds payable under any life insurance
contracts on such Participant's life shall be paid to the designated
Beneficiary. If the Participant's employment is terminated for any reason,
then the insurance contract on the Participant's life will be converted to
cash, or if elected by the Employer in the Adoption Agreement, converted to a
nontransferable annuity, or distributed to the Participant.

ARTICLE 8 - DUTIES OF THE TRUSTEE AND THE CUSTODIAN

8.1 TRUSTEE. The Trustee will have the powers and duties set forth in the
Trust Agreement in Appendix 1, which Trust Agreement is an integral part of the
Plan.

8.2 CUSTODIAN. The Custodian, if any, will have the powers and duties set
forth in the Custody Agreement in Appendix 2, which Custody Agreement is an
integral part of the Plan. So long as CSTC serves as the Trustee, then the
Custody Agreement shall be of no force and effect. If, however, CSTC shall not
be appointed as Trustee by the Employer, then CSTC shall act as Custodian of any
assets in its possession and the Custody Agreement shall apply. If CSTC shall
be appointed as Trustee and thereafter ceases to serve as Trustee, CSTC shall
act as Custodian of any assets remaining in its possession and the Custody
Agreement shall apply.

ARTICLE 9 - ADMINISTRATION

9.1 PLAN ADMINISTRATOR.

(a) Role as fiduciary. The Plan Administrator will have the full
power and authority to administer and operate the Plan in all its details and
will be the "named fiduciary" under ERISA section 402(a).

The Plan Administrator may be a Committee established by the Employer. Any
such Committee may act formally or informally, but must keep written records of
its action.

The Employer may remove a Committee member or any member may resign by
written notice to the Employer and all other Committee members. The Employer
must promptly appoint a successor to fill any vacancy.

(b) Power to construe. The Plan Administrator shall have the
exclusive power to construe, interpret and apply the provisions of the Plan,
except to the extent such power is specifically allocated to the Employer under
the Plan and Trust Agreement or allocated to other parties by operation of law.
The Plan Administrator shall have the power to determine any questions of fact
arising under the Plan.

(c) Identification on file. The Plan Administrator must file a list
of current Committee members (and any succeeding members) and a sample of all
members" signatures with the Trustee.

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The Trustee may act on any document signed by the Plan Administrator, the
Committee, if any, or by any person authorized in writing to act on its behalf,
until a copy of any written revocation of such authority is delivered to the
Trustee.

9.2 ADMINISTRATIVE POWERS AND RESPONSIBILITIES. The Plan Administrator
will have all necessary powers to execute the Plan provisions including, but not
limited to:

(a) To establish policies, rules, and regulations to execute the Plan
provisions. These policies, rules, and regulations, which may be changed from
time to time, must be uniformly and nondiscriminatorily applied;

(b) To determine at its discretion the Employees eligible to
participate in the Plan; the Employees eligible to receive benefits under the
Plan; and the meaning of Plan provisions;

(c) To collect and pay over Contributions to the Plan; to instruct
the Trustee regarding the allocation of Contributions to Participants" Accounts;
and to instruct the Trustee to make distributions to Participants or
Beneficiaries;

(d) To comply with all reporting, disclosure, and bonding
requirements of ERISA and to furnish Participants with all information and
reports required by the Plan or ERISA and to comply with all applicable
registration, qualification, disclosure and other requirements of applicable
federal law and state securities laws and regulations;

(e) To maintain all necessary accounts and other records and to
review all accounts prepared by the Trustee;

(f) to direct the Trustee to pay benefits to Participants and
Beneficiaries;

(g) to approve loan requests from Participants and (to the extent
applicable) other eligible borrowers;

(h) to maintain all necessary accounts and other records and to
review all accounts prepared by the Broker and by the Recordkeeper to which any
such duties have been delegated;

(i) to review and render decisions, in its absolute discretion, on
claims for benefits;

(j) to prepare and complete all administrative and governmental forms
necessary or appropriate for the operation of the Plan (including the
application to the Internal Revenue Service for a determination as to the Plan's
tax-qualified status, if appropriate); and

(k) to vote and respond to tender offers with respect to any assets
of the Trust Fund, other than any assets over which the Participant exercises
Full Discretion.

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9.3 FUNDING POLICY. The Plan Administrator must establish and execute a
funding policy consistent with the objectives of the Plan and the requirements
of ERISA Title I.

9.4 REVIEW PROCEDURE FOR DENIED BENEFITS.

(a) The Plan Administrator must send a notice to any person who
receives a partial or full denial of that person's claim for benefits under the
Plan that:

(1) Specifies the reasons for the denial;

(2) Provides specific references to the Plan provisions on which
the denial was based; and

(3) Explains the review procedure.

(b) To request a review, the "claimant" (the person who was denied or
an authorized representative) must send a written request for review to the Plan
Administrator within 60 days after receiving the denial.

(1) In the request, the claimant must fully explain all the
reasons for the request and provide any supporting documentation that is
appropriate. The Plan Administrator must give the claimant an opportunity to
review pertinent documents for preparing the request.

(2) If necessary or advisable, the Plan Administrator may
require the claimant to submit additional facts, documents or other material
before reviewing the claim.

(c) Within 60 days after receiving a review request, the Plan
Administrator must notify the claimant in writing of the decision.

If the Plan Administrator's decision confirms the denial, the notice must
explain the reasons for the decision and give specific references to the Plan
provisions on which the decision was based.

9.5 STANDARD OF CONDUCT. In exercising its powers and duties, the Plan
Administrator must act solely in the interests of the Plan Participants and
Beneficiaries, uniformly and nondiscriminatorily, with the care, skill,
prudence, and diligence under the prevailing circumstances that a prudent
person, acting in a similar capacity and familiar with such matters, would use
in similar circumstances.

All actions taken by the Plan Administrator in good faith within the scope
of its authority will be conclusive and binding on everyone to the fullest
extent permitted by law.

9.6 DELEGATION. The Plan Administrator may delegate to any person or
persons or organization all, or part of, the responsibility for the operation
and administration of the Plan. No person or organization shall have
discretionary responsibility for the management, operation or administration of
the Plan other than those duties specifically delegated by the Plan
Administrator. The Plan

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Administrator shall not be liable for any breach of fiduciary duty by a
delegate that is not proximately caused by the Plan Administrator's failure
to select or supervise properly the delegate, and in which the Plan
Administrator does not participate.

9.7 EXPENSES. The reasonable expenses of Plan administration shall be
paid from the assets of the Trust Fund; provided that the Employer may, in its
discretion, pay such expenses on behalf of the Trust Fund. If the Employer
fails to pay the expenses within 60 days after receipt of a copy of any
billings, the Plan Administrator will be deemed to have instructed the Trustee
to charge the expenses against the Trust Fund.

ARTICLE 10 - POWER, DUTIES AND OBLIGATIONS OF BROKER

10.1 DUTIES. The Broker shall invest and reinvest any assets held under
the Trust only as directed by the Plan Administrator, an Investment Manager or
the Participant, as applicable.

10.2 NOMINEE. The Broker may hold any securities acquired hereunder in its
name without qualification or description or in the name of any nominee.

10.3 SCOPE OF DUTIES. The Broker shall have only those duties that are
specifically set forth in the Plan and Trust. The Broker shall have no duty to
ascertain whether Contributions, allocations or distributions comply with the
Plan or the Code, and shall be under no duty to question any instructions or
directions of the Plan Administrator, Investment Manager or Participant, as
applicable, with respect to the administration of the Plan. The Broker shall
not make any investments or dispose of any investment held under the Trust or
take any other action with respect to assets of the Trust Fund except at the
direction of the Plan Administrator, Investment Manager or Participant, as
applicable.

10.4 SCOPE OF LIABILITY. The Broker shall not be liable for any loss of
any kind which may result from an action taken by it in accordance with the
directions of the Plan Administrator, Investment Manager or Participant, as
applicable, or from any failure to act because of the absence of any such
directions. The Broker shall be fully protected in acting upon any instrument,
certificate or form believed by it to be genuine and to be signed or presented
by the proper person or persons, and the Broker need not investigate or inquire
as to any statement contained in any such document, but may accept such
statement as true and accurate. The Broker shall be entitled to assume in good
faith that all directions submitted by the Plan Administrator or its delegate
are genuine. The Employer at all times shall indemnify and hold harmless the
Broker from all claims, causes of action, damages and liabilities (including
costs and attorneys' fees) which may arise under the Plan except those arising
from the gross negligence or willful misconduct of the Broker.

10.5 RESIGNATION OR REMOVAL. The Broker shall have the right to resign,
and the Employer shall have the right to remove the Broker, as provided in the
Plan Service Agreement.

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ARTICLE 11 - AMENDMENT, TERMINATION, AND TRANSFER

11.1 AMENDMENT OR TERMINATION BY CSTC. CSTC may amend the Plan at any
time, consistent with the provisions of applicable law, without obtaining the
consent of the Employer, the Plan Administrator, the committee, or any
Participant or Beneficiary.

(a) No Plan amendment may decrease a Participant's Account except to
the extent permitted under Code section 412(c)(8).

(b) No Plan amendment may eliminate an optional form of distribution
for benefits already accrued.

(c) If the schedule for vesting is amended, in the case of an
Employee who is a Participant on the date the amendment is adopted or takes
effect (whichever is later), the nonforfeitable percentage of the Participant's
Employer-derived accrued benefit under the Plan, as determined on that date,
shall not be less than the percentage computed under the Plan as if the
amendment did not exist.

(1) If the Plan is amended in any way that directly or
indirectly affects the computation of the Participant's nonforfeitable
percentage, each Participant with three years of service may elect, within a
reasonable period, as set forth in subsection (2) below, after the amendment is
adopted, to have the nonforfeitable percentage computed as if the amendment did
not exist.

(2) The "reasonable period" referred to in subsection (1) above
begins on the date the Employer adopts the amendment or the amendment is
considered to have been made and ends on the later of:

(A) 60 days after the amendment is adopted;

(B) 60 days after the amendment takes effect; or

11.2 AMENDMENT OR TERMINATION BY EMPLOYER.

(a) Amendment. The Employer may amend the Employer's choice of
options in the Adoption Agreement, but must not amend any other Plan terms,
except by adding overriding language to the Non-Standardized Adoption Agreement
where necessary to satisfy Code sections 415 or 416, which requires multiple
plans to be aggregated.

(1) The Employer also may add certain model amendments published
by the IRS if these amendments specifically provide that their adoption will not
cause the Plan to be treated as an individually designed plan.

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(2) If the Employer amends the Plan terms in any other way,
including the waiver of minimum funding, the Plan will be considered, with
respect to the Employer, to be an individually designed Plan rather than a
prototype Plan.

(b) Termination. By signing the Adoption Agreement, the Employer
represents that it intends the Plan to be permanent. However, the Employer may,
at its discretion, terminate the Plan at any time.

If the Plan is fully or partially terminated or Contributions to the Plan
are completely discontinued, each affected Participant's Account will be
nonforfeitable.

11.3 DISTRIBUTION AFTER TERMINATION. If the Plan is terminated for any
reason, the Plan Administrator must direct the Trustee as to the distribution of
the Trust Fund. If at the time the Plan terminates, the Plan does not offer an
annuity option (purchased from a commercial provider) and if the Employer or any
entity within the same controlled group as the Employer does not maintain
another defined contribution plan other than an Employee stock ownership plan as
defined in Code section 4975(e)(7)) (an "ESOP"), the Plan Administrator will
direct the Trustee to distribute each Participant's Account to the Participant
without the Participant's consent. If, however, any entity within the same
controlled group as the Employer maintains another defined contribution plan
other than an ESOP, the Plan Administrator will direct the Trustee to transfer
each Participant's Account without the Participant's consent to the other plan
if the Participant does not consent to an immediate distribution.

11.4 MERGER, CONSOLIDATION, OR TRANSFER. Except as otherwise stated in
applicable Treasury Regulations, the Plan Administrator shall not merge or
consolidate the Plan with any other plan, or transfer any assets or liabilities
from the Plan to any other plan, unless immediately after such merger,
consolidation, or transfer (if the Plan is then terminated) each Participant is
entitled to receive a benefit equal to or greater than the benefit such
Participant would have been entitled to receive if the Plan had been terminated
immediately before the merger, consolidation, or transfer.

11.5 MAINTENANCE OF QUALIFIED STATUS. If the Plan as adopted by the
Employer fails to attain or retain its qualified status, the Plan will be
considered an individually designed Plan rather than a prototype Plan.

ARTICLE 12 - DETERMINATION OF TOP-HEAVY STATUS

12.1 APPLICATION. If the Plan is or becomes Top-Heavy, the provisions of
this Article 12 will supersede any conflicting provisions in the Plan or the
Adoption Agreement. The special vesting requirement of Code section 416(b), as
elected by the Employer in the Adoption Agreement, shall apply. The special
minimum allocations of Code section 416(c) pursuant to section 12.5 shall apply.

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12.2 CRITERIA. The Plan shall be Top-Heavy for any Plan Year if any of the
following conditions exist:

(a) the Top-Heavy Ratio for the Plan exceeds sixty percent (60%) and
this Plan is not part of any Required Aggregation Group or Permissive
Aggregation Group of plans.

(b) the Plan is part of a Required Aggregation Group of plans, but
not part of a Permissive Aggregation Group, and the Top-Heavy Ratio for the
group of plans exceeds sixty percent (60%).

(c) the Plan is a part of a Required Aggregation Group and part of a
Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds sixty percent (60%).

12.3 TOP-HEAVY RATIO.

(a) If the Employer maintains one or more defined contribution plans
(including any simplified employee pension) and the Employer has not maintained
any defined benefit plan which, during the five-year period ending on the
Determination Date(s) has or has had accrued benefits, the Top-Heavy Ratio for
the Plan alone or for the Required Aggregation Group or Permissive Aggregation
Group, as appropriate, is a fraction, the numerator of which is the sum of the
Account balances of all Key Employees as of the Determination Date(s) (including
any part of any Account balance distributed in the five-year period ending on
the Determination Date(s)), and the denominator of which is the sum of all
Account balances (including any part of any Account balance distributed in the
five-year period ending on the Determination Date(s)), both computed in
accordance with Code section 416 and regulations thereunder. Both the numerator
and denominator of the Top-Heavy Ratio shall be increased to reflect any
Contributions not actually made as of the Determination Date, but which are to
be taken into Account on that date under Code section 416 and regulations
thereunder.

(b) If the Employer maintains one or more defined contribution
plans (including any simplified employee pension) and the Employer maintains
or has maintained one or more defined benefit plans that during the five-year
period ending on the Determination Date has or has had any accrued benefits,
the Top-Heavy Ratio for any Required or Permissive Aggregation Group, as
appropriate, is a fraction, the numerator of which is the sum of Account
balances under the aggregated defined contribution plan or plans for all Key
Employees determined in accordance with paragraph (1) above and the present
value of accrued benefits under the aggregated defined benefit plan or plans
for all Key Employees as of the Determination Date, and the denominator of
which is the sum of the Account balances under the aggregated defined
contribution plan or plans for all Participants determined in accordance with
paragraph (1) above, and the present value of accrued benefits under the
defined benefit plan or plans for all Participants as of the Determination
Date, all determined in accordance with Code section 416 and the regulations
thereunder. The accrued benefits under a defined benefit plan in both the
numerator and denominator of the Top-Heavy Ratio shall be increased for any
distribution of an accrued benefit made in the five-year period ending on the
Determination Date. Solely for the purpose of determining if the Plan, or
any other plan included in a Required Aggregation Group is Top-Heavy

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(within the meaning of Code section 416(g)), the accrued benefit of an
Employee other than a Key Employee shall be determined under (A) the method,
if any, that uniformly applies for accrual purposes under all plans
maintained by the Employer and any Affiliated Employers or (B) if there is no
such method, as if such benefit accrued no more rapidly than the slowest
accrual rate permitted under the fractional accrual rate of Code section
41l(b)(1)(C).

(c) For purposes of paragraphs (a) and (b) above, the value of
Account balances and the present value of accrued benefits shall be
determined as of the most recent Valuation Date that falls within or ends
with the twelve-month period ending on the Determination Date, except as
provided in Code section 416 and regulations thereunder for the first and
second Plan Years of a defined benefit plan. The Account balances and
accrued benefits of a Participant (A) who is not a Key Employee, but who was
a Key Employee in a prior year or (B) who has not been credited with at least
one (1) Hour of Service with any Employer maintaining the Plan at any time
during the five-year period ending on the Determination Date shall be
disregarded. The calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers and transfers are taken into Account, shall be made
in accordance with Code section 416 and regulations thereunder. Deductible
Contributions shall not be taken into Account in computing the Top-Heavy
Ratio. When aggregating plans, the value of Account balances and accrued
benefits shall be calculated with reference to the Determination Dates that
fall within the same calendar year.

(d) For purposes of establishing the present value in order to
compute the Top-Heavy Ratio, the computation must be based only on the interest
and mortality rates that would be used by the Pension Benefit Guaranty
Corporation to determine the present value of a lump sum distribution on plan
termination unless otherwise specified by the Employer in the Adoption
Agreement.

12.4 ADJUSTMENT TO FRACTIONS. In any Plan Year in which the Plan is
Top-Heavy, the denominator of the Defined Benefit Fraction, as defined in
Section 4.3, shall be computed using 100% of the dollar limitation instead of
125%, and the maximum aggregate amount used with respect to the denominator
of the Defined Contribution Fraction, as defined in Section 4.3 shall be
computed by using 100% of the dollar limitation instead of 125%.

12.5 TOP-HEAVY MINIMUM CONTRIBUTIONS.

(a) Except as otherwise provided in paragraphs (b) through (e) below,
the Employer Contributions made on behalf of any Participant who is not a Key
Employee shall not be less than the lesser of 3 percent of such Participant's
Compensation or, in the case of any Employer for which this Plan is not in a
Required Aggregation Group which enables a defined benefit plan maintained by
the Employer to meet the requirements of Code sections 401(a)(4) or 410, the
largest percentage of Employer Contributions (including, for purposes of this
section 12.5, Matching Contributions) and Elective Salary Deferrals as a
percentage of the Key Employee's Compensation, made on behalf of any Key
Employee for the Top-Heavy year. Further, the minimum contribution under this
section shall be made even though the Participant would not otherwise be
entitled to receive an allocation or would have received a smaller allocation
for the year, because (1) the Participant failed to complete 1,000 Hours of
Service or any other

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Year of Service requirement elected in the Adoption Agreement or (2) the
Participant's Compensation was less than a stated amount.

(b) The provisions of paragraph (a) shall not apply to any
Participant who was not employed by the Employer on the last day of the Plan
Year.

(c) Employer Contributions for the Plan year for the benefit of each
Participant who is not a Key Employee and who is a participant in a defined
benefit plan maintained by the Employer shall not be less than 5% of such
Participant's Compensation, unless the Employer elected in the Non-Standardized
Adoption Agreement that the minimum contribution will be met in the other plan
or plans of the Employer.

(d) If the Employer maintains a defined benefit plan in addition to
this Plan and if the Employer elects to provide the additional minimum
benefit under the Non-Standardized Adoption Agreement, when the plans are
Top-Heavy but not Super Top-Heavy, the Employer will provide each Employee
who is not a Key Employee and who is a participant in the defined benefit
plan a minimum non-integrated contribution of seven and one-half percent (7
1/2%) of Compensation. A minimum non-integrated contribution of four percent
(4%) of Compensation will be provided to any Employee who is not a Key
Employee otherwise entitled to receive Top-Heavy contributions from this Plan
who is not entitled to receive a minimum benefit from the defined benefit
plan.

(e) In any Plan Year in which the Top-Heavy Ratio exceeds ninety
percent (90%) (i.e., the Plan becomes Super Top-Heavy) or in which the Plan
is Top-Heavy and where the Employer does not elect to provide the additional
minimum benefit described in Plan section 12.5(d) in the Non-Standardized
Adoption Agreement, the denominators of the defined benefit fraction as
defined in Plan section 4.3(a)(4), and the defined contribution fraction as
defined in Plan section 4.3(a)(5) shall be computed using 100 percent (100%)
of the dollar limitation instead of 125 percent (125%).

ARTICLE 13 - ADOPTION OF PLAN BY AFFILIATED EMPLOYERS

13.1 ADOPTION PROCEDURE. Any Affiliated Employer may become a
Participating Employer under the Plan provided that:

(a) The Employer adopts a resolution of its board of directors or
another appropriate written authorization approving the adoption of the Plan by
the Affiliated Employer and designating such Affiliated Employer as a
Participating Employer; and

(b) The Affiliated Employer adopts a resolution of its board of
directors or another appropriate written authorization adopting the Plan.

13.2 EFFECT OF ADOPTION BY AFFILIATED EMPLOYER. An Affiliated Employer
that adopts the Plan shall be deemed to be a Participating Employer for all
purposes under the Plan, unless otherwise specified in the resolutions of the
Employer designating the Affiliated Employer as a Participating Employer. In
addition, the Employer may provide, in its discretion, by appropriate
resolutions that the Employees of

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the Affiliated Employer shall receive credit for their employment with the
Affiliated Employer prior to the date it became an Affiliated Employer for
purposes of determining the eligibility of such Employees to participate in
the Plan and/or the Vested and nonforfeitable interest of such Employees as
Participants, if such credit shall be applied in a uniform and
nondiscriminatory manner with respect to all such Employees.

ARTICLE 14 - OTHER INFORMATION

14.1 EMPLOYMENT RELATIONSHIP. The adoption of the Plan shall not change
the terms of employment or service of any Employee.

14.2 PROHIBITED TRANSACTIONS. A Participant's Account, or any part of the
Account, must not be used by a Participant or Beneficiary as security for a loan
(except a loan described in section 5.3).

Neither the Trustee, the Custodian, the Broker nor any other person or
institution may engage in any prohibited transaction (as described in ERISA
sections 406 through 408 and Code section 4975) related to any Participant's
Account.

14.3 PROHIBITED ASSIGNMENT OF BENEFITS. No funds held in an Account on
behalf of a Participant, spouse, or Beneficiary will be subject to the claims
of any creditor of the Participant, spouse, or Beneficiary.

The Participant, spouse, or Beneficiary also will have no right to
anticipate, sell, pledge, encumber, or assign any of the benefits, payments, or
proceeds to which she or he may be entitled under the Plan.

However, if a Qualified Domestic Relations Order, or any domestic relations
order entered before January 1, 1985 requires payment of all or a part of a
benefit to someone other than a Participant or Beneficiary, the Plan
Administrator must direct the Trustee to comply with this order. To the extent
permitted by applicable law and regulations, the Plan Administrator may require,
or permit, immediate distribution of benefits to an alternate payee at any time
after the Plan Administrator determines that an order is a Qualified Domestic
Relations Order. If an alternate payee dies before receiving benefits owed to
him or her, the Plan Administrator will instruct the Trustee to distribute the
benefits to the alternate payee's estate as soon as practicable after the date
the benefits would have been paid to the alternate payee.

14.4 TAX QUALIFICATION AND GOVERNING LAW. The Plan is intended to qualify
as a qualified retirement plan under Code section 401(a). The Trust is intended
to be a tax exempt entity within the meaning of Code section 501(a). The Plan
and Trust are intended to be construed together for purposes of the
qualification requirements of the Code.

The Plan shall be governed by and interpreted according to federal law, and
to the extent such laws do not apply, according to California law. The Trust
shall be administered in the State of California,

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and its validity, construction and all rights thereunder shall be governed by
ERISA and, to the extent not preempted by federal law, by the laws of
California.

14.5 APPROVAL BY INTERNAL REVENUE SERVICE. This Plan is subject to
obtaining initial approval by the Internal Revenue Service to establish its
qualification under section 401(a) of the Code and its tax exemption under
section 501(a) of the Code. CSTC reserves the right to amend the Plan to the
extent necessary to initially qualify or maintain qualification of the Plan. If
the internal Revenue Service fails to approve the qualification of the Plan,
then the Plan will be treated as an individually designed plan by each Employer.

14.6 SEVERABILITY. If any provision of the Plan is found to be invalid or
unenforceable, all other provisions will remain in full force.

14.7 SOURCE OF BENEFITS. The assets in each Participant's Account will
comprise the only source for payment of benefits to which the Participant, or
Participant's Beneficiary, is entitled.

14.8 COMMINGLING. The Trustee shall not commingle the assets of the Trust
Fund with other property except in a common Trust Fund or common investment
funds.

14.9 LIQUIDATION OF ASSETS. If the Trustee must liquidate assets to make
distributions, transfer assets, or pay fees, expenses, or taxes assessed against
all or part of the Trust Fund, the Plan Administrator shall instruct the Trustee
upon request regarding the method of liquidation.

14.10 EXCLUSIVE BENEFIT LIMITATION. The Plan and the Trust are
established and maintained for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying the reasonable
administrative expenses of the Plan. All contributions and earnings derived
from the Plan and held in the Trust will be for the exclusive benefit of
Participants and Beneficiaries.

The Employer shall not receive any part of the contributions and earnings
derived from the Plan, except as provided in Plan section 3.6.

14.11 BONDING AND INSURANCE.

(a) Bonding. To the extent required by law, each fiduciary of the
Plan must be bonded. The Plan Administrator must ensure that each fiduciary
complies with the applicable bonding requirement.

(b) Insurance. An Employer may, but need not, pay the cost of one or
more insurance policies insuring the Trustee, Plan Administrator (or delegates),
members of its board of directors, and any Employee with any fiduciary
responsible for the Plan, against any and all costs, expenses, and liabilities,
including attorneys" fees, incurred by such persons, resulting from any act or
failure to act in connection with their responsibilities under the Plan and
applicable law.

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14.12 RULES OF CONSTRUCTION. Any use of the singular shall be
interpreted to include the plural and the plural the singular. Any use of the
masculine, feminine or neuter shall be interpreted to include the masculine,
feminine or neuter, as the context shall require.

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THE CHARLES SCHWAB

401(k) PROFIT SHARING PLAN TRUST AGREEMENT

BASIC PLAN DOCUMENT 02

APPENDIX 1

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THE CHARLES SCHWAB
401(k) PROFIT SHARING PLAN TRUST AGREEMENT

This Trust Agreement establishes a Trust ("Trust" or "Trust
Fund") as an integral part of the Employer's Charles Schwab
401(k) Profit Sharing Plan, Basic Document 02 (the "Plan").
Accordingly, this Trust Agreement is governed by the Plan and
subject to the following additional terms and conditions.

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ARTICLE I -- ESTABLISHMENT AND GENERAL PROVISIONS

1.1 ESTABLISHMENT OF TRUST RELATIONSHIP. The Plan provides
that, from time to time, cash, Employer Securities and other
assets may be paid to the Trustee by the Employer to be held and
administered as a trust for the uses and purposes of the Plan.
The Trustee agrees that it shall hold in the Trust and invest
such assets received pursuant to this Agreement as set forth in
the terms and conditions stated below.

1.2 EXCLUSIVE PURPOSE AND BENEFIT. No part of the Trust Fund
will be used for or diverted to any purpose that is not for the
exclusive benefit of Participants and Beneficiaries within the
meaning of Code section 401(a)(2) except as provided in Plan
section 3.6.

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ARTICLE 2 -- TRUST FUND

2.1 ASSETS. All contributions or transfers shall be received by
the Trustee in cash, Employer Securities, policies of life
insurance if elected by the Employer in the Adoption Agreement
and acceptable to the Trustee, or such other assets that are
acceptable to the Trustee. The Trust Fund consists of the
contributions and transfers received by the Trustee, together
with the income and earnings from them and any increments to
them, less any investment losses and any payments and
distributions that at the time of reference have been made by the
Trustee in accordance with the Employer's Plan. The Trustee
shall have no duty to (i) compute any amount required to be
transferred or paid to it by the Employer, (ii) collect any
contributions or transfers to the Trust Fund, or (iii) determine
whether any contribution or transfer complies with the terms of
the Plan.

2.2 TRANSFERS AND ROLLOVER CONTRIBUTIONS. The Trustee shall
accept a transfer of cash or other property acceptable to the
Trustee on behalf of a Participant directly from the trustee of
another employer's employee benefit plan qualified under Code
section 401(a) only at the direction of the Plan Administrator.
The Trustee likewise shall accept a contribution of cash that has
been distributed to a Participant from another employer's
employee benefit plan qualified under Code section 401(a), or
from an individual retirement account or annuity described in
Code section 408, only at the direction of the Plan
Administrator. The Plan Administrator is solely responsible for
determining that such assets represent an eligible rollover
contribution within the meaning of Code section 402(a)(4) or
408(d)(3).

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ARTICLE 3 -- INVESTMENT AND MANAGEMENT OF PLAN ASSETS

3.1 PERSONS AUTHORIZED TO ACT. The Employer's president or
other duly authorized official shall certify in writing to the
Trustee the names and specimen signatures of all persons
authorized to act as or on behalf of the Plan's named fiduciary,
including the Plan Administrator and these names and specimen
signatures shall be updated as necessary by the president or
other duly authorized official.

3.2 PERSONS AUTHORIZED TO DIRECT INVESTMENT. The Employer shall
designate the person or persons who direct investment of all or
part of the Trust Fund ("Authorized Person") by making the
appropriate election in the Adoption Agreement. The Authorized
Person, or such person's duly appointed delegate, who may be the
Broker or the Recordkeeper (also referred to as "Authorized
Person"), shall direct the Trustee as to investment of assets of
the applicable part of the Trust Fund according to procedures
agreed to by the Plan Administrator and the Trustee.

(a) Participant. If and to the extent the Participant is
the Authorized Person, the Trustee shall comply with such
Participant's investment directions according to the following
rules:

Consistent with ERISA section 404(c), if the
Participant exercises investment discretion, each Participant
shall have full authority and responsibility to direct the
investment and reinvestment of the Participant's Account among
the investment options described in Plan section 5.2. Except as
otherwise provided by ERISA:

(i) the Participant shall not be deemed a fiduciary of
the Plan or the Trust Fund solely because the Participant
exercises control over the assets of the Participant's Account
(except with respect to voting of proxies and tendering of
shares); and

(ii) neither the Employer, the Plan Administrator, the
Broker, the Recordkeeper, nor the Trustee shall be liable for any
loss, or for any breach, which results from a Participant's
exercising control over such Participant's Account.

(b) Plan Administrator. If and to the extent the Employer
designates the Plan Administrator as the Authorized Person, the
Plan Administrator shall notify the Trustee in writing of the
identity of the person(s) authorized to act for the Plan
Administrator. The Plan Administrator shall have the power to
manage, acquire and dispose of the assets of the Trust Fund over
which the Plan Administrator exercises control. The Trustee
shall not be liable for any acts or omissions of the Plan
Administrator or have an obligation to invest or otherwise manage
any asset of the Trust Fund subject to the Plan Administrator's
control.

(c) Investment Manager. If and to the extent the Employer
designates an Investment Manager as the Authorized Person, the
Investment Manager shall have the power to manage, acquire and
dispose of assets of the Trust Fund over which the Investment
Manager exercises control. The Employer must notify the Trustee
in writing of the appointment of each Investment Manager, and the

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assets over which each Investment Manager shall exercise control.
The Employer also shall cause the Investment Manager to
acknowledge to the Trustee in writing that the Investment Manager
is a fiduciary to the Plan with respect to the assets under its
control. If the Employer appoints more than one Investment
Manager, the Employer shall be responsible for establishing a
diversification policy and monitoring compliance among the
Investment Managers. The Employer shall have sole responsibility
for ensuring that the appointment of an Investment Manager
complies with ERISA section 3(38).

The Trustee shall not be liable for any acts or omissions of
the Investment Manager or have an obligation to invest or
otherwise manage any asset of the Trust Fund subject to the
Investment Manager's control. If the Employer revokes the
appointment of an Investment Manager, the investment
responsibility that had been delegated to the Investment Manager
shall revert to the Employer unless the Employer appoints a
successor Investment Manager.

3.3 DIRECTED TRUSTEE. The Trustee does not have any of the
investment responsibilities normally or statutorily incident to
the office of Trustee. Rather, the Trustee acts solely as
custodian of the Trust Fund and has only those powers and
responsibilities that are necessary to enable it to perform its
custodial functions.

Except as otherwise provided by ERISA, the Trustee:

(a) Shall not be liable for losses or unfavorable results
that may occur because the Trustee complies with the investment
directions of the Authorized Person; and

b) Shall have no duty to question any direction issued by
the Authorized Person, to review any asset over which the
Authorized Person has investment responsibility or to make any
suggestions to the Authorized Person regarding investments.

3.4 PRINCIPAL AND INCOME. The Trustee shall manage and
administer the Trust Fund without distinction between principal
and income.

3.5 RESPONSIBILITY FOR DIVERSIFICATION, FUNDING POLICY, AND
STATUTORY LIMITS RELATING TO EMPLOYER SECURITIES. The Employer
or the person to whom such responsibility has been properly
delegated under the requirements of ERISA shall be responsible
for diversification of assets held in the Trust for the Plan, for
the funding policy, and for compliance by the Trust Fund with
statutory limitations on the amount of investment in Employer
Securities.

3.6 UNINVESTED CASH. The Trustee shall hold all uninvested cash
as described in Plan section 5.4. The Trustee is authorized to
maintain reasonable balances of uninvested cash to facilitate the
orderly administration of the Trust Fund without liability for
interest.

3.7 RIGHTS INCIDENT TO SECURITIES OWNERSHIP. The Trustee shall
have no obligation to determine the existence of any conversion,
redemption, exchange, subscription or other right relating

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<PAGE>

to any securities that an Authorized Person directs the Trustee to purchase
for the Account for which notice was given prior to purchase. The Trustee
has no obligation to exercise any such right unless the Authorized Person
informs the Trustee of the existence of the right and instructs the Trustee
to exercise such right, in writing within a reasonable time before the right
expires.

3.8 SECURITIES ISSUED BY FOREIGN ENTITIES. If the Authorized
Person directs the Trustee to purchase, retain or sell securities
issued by any foreign government or business entity, the
Authorized Person shall be responsible for advising the Trustee
in writing of any laws or regulations of any foreign countries or
any U.S. territories or possession that apply to such securities
including, without limitation, laws and regulations affecting
dividends or interest on such securities.

3.9 VOTING OF EMPLOYER SECURITIES. With respect to Employer
Securities that are allocated to Participants' Accounts, each
Participant shall be entitled to direct the Trustee as to the
manner in which such allocated Employer Securities shall be
voted. Solely for purposes of this Section 3.9, the term
"Participant" shall also include Beneficiaries of deceased
Participants and alternate payees with an interest in Employer
Securities. Each such Participant with voting and other rights
in Employer Securities shall be a named fiduciary within the
meaning of Section 403(a)(1) of ERISA. Such directions may be
achieved through the use of proxy or similar statements delivered
to the Participants with respect to the Employer Securities
allocated to their Accounts. The Plan Administrator shall
provide any information requested by the Trustee that is
necessary or convenient in connection with obtaining and
preserving the confidentiality of the Participants' directions.
Any allocated Employer Securities with respect to which
Participants are entitled to issue directions pursuant to the
foregoing and for which such directions are not received by the
Trustee and all unallocated Employer Securities shall be voted by
the Trustee at the direction of the Plan Administrator; provided,
however, that subject to the requirements of ERISA, the Plan
Administrator shall direct the Trustee to vote all such Employer
Securities in the same proportion as the shares of Employer
Securities for which Participant voting instructions have been
received.

3.10 DELEGATION TO BROKER. The Trustee delegates to the Broker
the duty to hold and account for assets of the Trust Fund which
are securities that are publicly traded on a national securities
exchange, Employer Securities, shares or units issued by an
investment company registered under the Investment Company Act of
1940, as amended, certificates of deposit and obligations issued
by the U.S. Government, its agencies and instrumentalities. The
Broker shall keep records and accounts of all investments,
receipts, disbursements and other transactions that affect the
value or identity of Trust Fund assets in the Broker's
possession. The Trustee's delegation be deemed to be made upon
the Trustee's acceptance of the Employer's Plan.

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ARTICLE 4 -- INVESTMENTS

4.1 GENERAL INVESTMENTS. Subject to any general or specific
investment guidelines formulated by the Employer or the Plan
Administrator, the Authorized Person may cause the Trust Fund to
be invested and reinvested in every kind of investment including,
without limitation, publicly traded equity and debt interests of
all kinds issued by domestic or foreign governments, business
organizations, limited partnerships, investment companies and
trusts or other entities, convertible securities of all kinds,
interest-bearing deposits in any depository institution
(including The Charles Schwab Trust Company ("CSTC") or any
affiliate of CSTC), Employer Securities, money market securities
of all kinds, collective investments, as described in Section 4.2
below and insurance contracts as described in Section 4.3 below.

4.2 COLLECTIVE INVESTMENTS. Subject to the following
provisions, the assets of the Trust Fund may be invested and
reinvested, in whole or in part, in any common or collective
investment fund (referred to as the "fund") maintained by CSTC or
an Investment Manager in which the Trust Fund is eligible to
participate. Notwithstanding any other provision of this Trust
Agreement, to the extent Trust Fund assets are invested in any
such fund, the terms of the fund's governing instrument shall
govern the investment responsibilities and powers of the entity
responsible for management of the fund (referred to as "fund
manager"), and the terms of such governing instrument shall be
incorporated into the Trust Agreement. The value of any interest
in a fund held by the Trust Fund shall be the fair market value
of the interest as determined by the fund manager in accordance
with the fund's governing instrument. For purposes of valuation
of the Trust Fund assets, the Trustee shall be entitled to rely
conclusively on the value reported by the fund manager.

The Trust Fund may be invested in a pooled investment
vehicle funded by contracts issued by an insurance company
qualified to do business in a state (within the meaning of ERISA
section 3(10)) including, without limitation, group annuity and
guaranteed investment contracts. Any such contract may provide
for the allocation of amounts received by the insurance company
to its general account, one or more of its separate accounts
(including pooled separate accounts), or both. To the extent
Trust Fund assets are allocated to a separate account of an
insurance company, the Employer shall appoint the insurance
company as an Investment Manager as provided above.
Notwithstanding any other provision of the Trust Agreement, the
terms of the contract(s) governing the separate account(s) in
which the Trust Fund is invested shall govern the investment
responsibilities and powers of the insurance company and, to the
extent required by law, the terms of such contract(s) shall be
incorporated into the Trust Agreement.

4.3 INSURANCE CONTRACTS. To the extent permitted by the Plan,
the Authorized Person may direct the Trustee to apply for and
purchase annuity contracts and retain life insurance contracts
(referred to as "contracts") from an Insurer, subject to the
following provisions:

(a) The Authorized Person shall be responsible for ensuring
that the purchases conform with the requirements of the Plan and
any rules and policies established by the Plan Administrator

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<PAGE>

regarding the form, value, optional settlement methods and other
provisions of the contracts. The Trustee shall not be
responsible for the validity or proper execution of any contract
delivered to it, or any act of any person which renders the
contract void or voidable. The Trustee shall have no duty to
inform Participants of the terms and conditions of any such
contract.

(b) The Plan Administrator shall instruct the Insurer to
notify the Plan Administrator of all premiums becoming due under
the contracts. The Plan Administrator shall deliver all premium
notices to the Trustee, together with a direction to the Trustee
to pay the premiums out of the Trust Fund. The Trustee shall
have no responsibility for paying the premium unless sufficient
assets of the Trust Fund are available for that purpose.

(c) The Plan Administrator shall cause the Trustee to be
designated as the sole owner of any such contract, with sole
power to exercise all rights, privileges, options and other
incidents of ownership at the Plan Administrator's direction.
The Plan Administrator from time to time shall direct the Trustee
regarding the designation of a Beneficiary of the death benefit
payable under any such contract in accordance with the applicable
provisions of the Plan.

4.4 EMPLOYER SECURITIES. To the extent permitted by the Plan
and ERISA and subject to the applicable federal and state
securities laws, the Authorized Person may direct the Trustee to
invest in Employer Securities. The Plan Administrator shall have
full responsibility for determining that any such investment, and
the voting rights attributable to such investment, comply with
applicable law. The Plan Administrator shall also specify what
restrictive legend on transfer, if any, is required to be set
forth on the certificates for the securities and the procedure to
be followed by the Trustee to effectuate a resale of such
securities.

The Trustee shall have no authority to acquire additional
shares if Employer Securities cease to be "readily tradable."
The Employer hereby represents that all shares of Employer
Securities are "readily tradable", and agrees to notify the
Trustee promptly upon receipt of any information that would cause
the Employer Securities to fail to qualify as "readily tradable."
Upon notice from the Employer or, if earlier, upon actual notice
that the Employer Securities are no longer "readily tradable",
the Trustee shall stop acquiring shares, whether by cash purchase
or by contribution from the Employer. The Trustee shall have no
liability to any Participant, the Employer or Authorized Person
for its failure to acquire Employer Securities.

4.5 PARTICIPANT LOANS. If the Employer authorizes Participant
loans by making the appropriate election in the Adoption
Agreement, the Plan Administrator may direct the Trustee to make
loans from the Trust Fund in accordance with the procedures in
the Plan. The Participant shall execute the promissory note to
evidence the terms of the loan as an asset of the Employer's
Plan.

4.6 PROHIBITED INVESTMENTS. A Participant may not direct the
investment of assets in the Participant's Account in a loan to
any Participant, including herself or himself; provided, however,
that this prohibition shall not preclude the Plan Administrator
from approving a Participant's request for a Plan loan pursuant
to Plan section 5.3. An Authorized Person may not direct the
investment

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of assets of the Trust Fund in additional life insurance contracts,
"collectibles" as defined by Code section 408(m)(2) (E.G., works of
art, rugs or antiques, metal or gems, stamps or coins, or alcoholic
beverages) or other assets that are not acceptable to the Trustee.

4.7 PROHIBITED TRANSACTIONS. Neither the Trustee, the
Authorized Person nor the Employer will engage in, or cause the
Plan to engage in, a transaction that the Trustee, Authorized
Person or Employer knows, or should know, is a prohibited
transaction under ERISA section 406 or Code section 4975(c)
except if the transaction is exempted under the law or by an
administrative exemption under ERISA.

4.8 TRUSTEE POWERS. In its administration of the Trust Fund,
the Trustee shall have and exercise whatever powers are necessary
to discharge its obligations and exercise its rights under the
Trust Agreement. Subject to the direction of the Authorized
Person, the Trustee shall have full power and authority with
respect to property held in the Trust Fund to do all such acts,
take all proceedings, and exercise all such rights and
privileges, whether specifically referred to or not in this
document, as could be done, taken, or exercised by the absolute
owner, including, without limitation, the following:

(a) To collect income generated by the Trust Fund
investments and proceeds realized on the sale or disposition of
assets and to hold the same pending reinvestment or distribution
in accordance with this Trust Agreement;

(b) To register Trust Fund property in the Trustee's own
name, in the name of a nominee or in bearer form, provided the
Trustee's records and accounts show that such property is an
asset of the Trust Fund;

(c) To deposit securities in a security depository and
permit the securities so deposited to be held in the name of the
depository's nominee, and to deposit securities issued or
guaranteed by the U.S. government or any agency or
instrumentality thereof, including securities evidenced by book
entry rather than by certificate, with the U.S. Department of the
Treasury, a Federal Reserve Bank or other appropriate custodial
entity, in the same account as the Trustee's own property,
provided the Trustee's records and accounts show that such
securities are assets of the Trust Fund;

(d) To hold securities issued by a foreign government or
business entity at a foreign office of the Trustee or any of its
affiliates, or to deposit such securities with a foreign
securities depository or bank regulated by a government agency or
regulatory authority in the foreign jurisdiction, and to permit
the securities so deposited to be held in the nominee name of the
depository or bank, provided that the Trustee's records and
accounts show that such securities belong to the Trust Fund;

(e) To retain the property in the Trust;

(f) To sell Trust assets, at either public or private sale,
at such time or times and on such terms and conditions as it may
deem appropriate;

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(g) To consent to or participate in any plan for the
reorganization, consolidation, or merger of any business unit,
any security of which is held in the Trust Fund, to pay calls and
assessments imposed upon the owners of such securities as
condition of their participating therein, and to consent to any
contract, lease, mortgage, purchase or sale of property, by or
between such business unit and any other party;

(h) To exercise or dispose of any right it may have as the
holder of any security, to convert the same into another
security, to acquire any additional security or securities, to
make any payments, to exchange any security, or to do any other
act with reference thereto;

(i) To renew or extend the time of payment of any
obligation due or becoming due;

(j) To grant options to purchase property held in the
Trust;

(k) To compromise, arbitrate, or otherwise adjust or settle
claims in favor of or against the Trust and to deliver or accept
consideration in either total or partial satisfaction of any
indebtedness or other obligation, and to continue to hold
property so received for the period of time that the Trustee
deems appropriate;

(l) To exchange any property for other property upon such
terms and conditions as the Trustee may deem proper and to give
or receive money to effect equality in price;

(m) To foreclose any obligation by judicial proceeding or
otherwise;

(n) To sue or defend in connection with any and all
securities or property at any time received or held in the Trust
Fund and to charge against the Trust Fund all reasonable expenses
and attorney's fees in connection therewith;

(o) To borrow money from any person, unless otherwise
prohibited, with or without giving security;

(p) To deposit any security with any protective or
reorganization committee, and to delegate to that committee such
power and authority as the Trustee may deem proper, and to agree
to pay out of the Trust Fund that portion of the expenses and
compensation of that committee as the Trustee may deem proper;

(q) To deliver to the Plan Administrator, or the person or
persons identified by the Plan Administrator, proxies and powers
of attorney and related informational material, for any
securities, including Employer Securities, or other property held
in the Trust. The Authorized Person shall instruct the Trustee
as to the voting of stock and tendering of shares over which such
Authorized Person exercises control according to procedures
developed by the Plan Administrator and Trustee, provided that
such voting and other rights in any security, including Employer
Securities, which is held in an Account under the Plan over which
a Participant has control, shall be exercised in

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accordance with the provisions of Section 3.9. Each such
Participant with voting and other rights in any security shall be a
named fiduciary within the meaning of Section 403(a)(1) of ERISA.
In no event shall the Trustee be responsible for voting shares of
securities held in the Trust or for ascertaining or monitoring
whether, or how, proxies are voted or whether the proper number of
proxies is received;

(r) To appoint agents as necessary or desirable, including
legal counsel who may be counsel for the Employer;

(s) To hold that portion of the Trust Fund as the Trustee
may deem necessary for ordinary administration and for the
disbursement of funds in cash, without liability for interest, by
depositing the same in any bank (including deposits which bear a
reasonable rate of interest in a bank or similar financial
institution supervised by the United States or a State, even
where a bank or financial institution is the Trustee, or
otherwise is a fiduciary of the Plan, including CSTC), subject to
the rules and regulations governing such deposits, and without
regard to the amount of any such deposit;

(t) To retain group or individual insurance contracts of
all kinds authorized under the Plan;

(u) If directed by the Authorized Person, to acquire, hold,
and administer limited partnership interests, or interests in
other specialized investment vehicles, provided that the
Authorized Person signs any agreement or other necessary
documents requested by the Trustee prior to entering into the
transaction;

(v) To write covered call options on securities where
appropriate for the Trust, provided that any such transaction is
in conformity with the Plan and all applicable rules, regulations
and laws governing the Trustee, the Plan, and this Trust;

(w) To the extent permitted under applicable laws, to
invest in deposits, long and short term debt instruments, stocks,
and other securities, including those of CSTC, The Charles Schwab
Corporation (the "Public Company"), Charles Schwab & Co., Inc.
(the "Broker/Dealer"), their affiliates and subsidiaries; and

(x) To combine certificates representing securities with
certificates of the same issue held by the Trustee for other
fiduciary accounts.

4.9 USE OF AFFILIATES. If CSTC is the Trustee:

(a) CSTC is authorized to contract or make other
arrangements with the Public Company, the Broker/Dealer, their
affiliates and subsidiaries, successors and assigns and any other
organizations affiliated with or subsidiaries of CSTC or related
entities, for the provision of services to the Trust or Plan,
except where such arrangements are prohibited by law or
regulation.

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(b) CSTC is authorized to place securities orders, settle
securities trades, hold securities in custody, and other related
activities on behalf of the Trust through or by the Broker/Dealer
whenever possible, unless the Authorized Person specifically
instructs the use of another broker/dealer. Trades (and related
activities) conducted through the Broker/Dealer shall be subject
to fees and commissions established by the Broker/Dealer, which
may be paid from the Trust or netted from the proceeds of trades.
Trades shall not be executed through the Broker/Dealer, however,
unless the Plan Administrator and the Authorized Person have
received disclosure concerning the relationship of the
Broker/Dealer to CSTC, and fees and commissions which may be paid
to the Public Company, Broker/Dealer, CSTC and/or their
affiliates or subsidiaries as a result of using the
Broker/Dealer's execution or other services.

(c) CSTC is authorized to disclose such information as is
necessary to the operation and administration of the Trust to the
Public Company or any of its affiliates, and to such other
persons or organizations that CSTC determines have a legitimate
business purpose for obtaining such information.

(d) At the direction of the Authorized Person, CSTC may
purchase shares of regulated investment companies (or other
investment vehicles) advised by the Public Company, Broker/Dealer
or CSTC or any affiliate of any of them ("Schwab Funds") except
to the extent that such investment is prohibited by law or
regulation. Schwab Fund shares may not be purchased or held by
the Trust, however, unless the Authorized Person has received
disclosure concerning the Public Company's, Broker/Dealer's,
CSTC's, and/or their affiliate's or subsidiary's relationship to
the Funds, and any fees which may be paid to the Public Company,
Broker/Dealer, CSTC and/or their affiliates or subsidiaries.

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ARTICLE 5 -- DISBURSEMENTS

5.1 DIRECTIONS OF PLAN ADMINISTRATOR. The Trustee shall make
distributions, deliveries or transfers of money or property
(including shares of Employer Securities, if authorized by the
Plan) from the Trust Fund as specified in written directions from
the Plan Administrator. The Trustee shall have no liability for
making any distribution, delivery or transfer pursuant to the
direction of the Plan Administrator and shall be under no duty to
make inquiry whether any distribution, delivery or transfer
directed by the Plan Administrator is made pursuant to the
provisions of the Plan or pursuant to a domestic relations order
which the Plan Administrator has determined to be qualified
within the meaning of section 414(p) of the Code, nor shall the
Trustee be responsible for the adequacy of the Trust Fund to
discharge any and all payments and liabilities under the Plan.
If the Plan Administrator instructs the Trustee to make payments
subject to certain conditions, the Plan Administrator will have
sole responsibility for confirming whether the conditions exist
and for notifying the Trustee if they do not. Unless the Plan
Administrator notifies the Trustee differently, the Trustee will
be entitled to assume that any contingencies that apply to a
distribution have been satisfied.

5.2 WITHHOLDING TAXES. The Trustee is authorized, to the extent
required under applicable law, to withhold from distributions to
any payee an amount that the Trustee determines is necessary to
cover federal and state taxes, and the Trustee is required to
withhold such amounts if so directed by the Plan Administrator.
The Plan Administrator shall furnish to the Trustee all
information necessary to carry out such withholding, or, if such
information is not provided to the Trustee, then the Plan
Administrator and the Employer shall hold the Trustee harmless
from and indemnify it for any liability and related expenses that
arise in connection with improper withholding or failure to
withhold.

5.3 PERSONS TO WHOM DISTRIBUTIONS ARE MADE. Distributions or
transfers by the Trustee shall be transmitted to the Plan
Administrator or its designee for delivery to the proper payees
or to payee addresses supplied by the Plan Administrator or its
designee, and the Trustee's obligation to make such payments
shall be satisfied upon such transmittal. The Trustee shall have
no obligation to determine the identity of persons entitled to
disbursements under the Plan or their addresses. The Trustee
shall not be required to make any disbursement in excess of the
liquidated value of the Trust Fund at the time of the
disbursement.

5.4 DISPUTE REGARDING BENEFIT PAYMENTS. If a dispute arises
over the identity of any person who has a right to benefit
payments under the Employer's Plan, or the extent of the person's
interest, the Trustee may withhold the payment or delivery until
the dispute is resolved by arbitration, adjudicated by a court of
competent jurisdiction or settled by written agreement among the
parties who are affected. Until the dispute is resolved, the
Trustee will hold the disputed assets and invest them in a Schwab
money market fund selected by the Employer unless the Plan
Administrator provides contrary investment instructions.

5.5 INQUIRIES REGARDING BENEFIT PAYMENTS. The Trustee will
refer all inquiries and correspondence pertaining to any benefit
payment, and all legal process served on the Trustee that

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is related to any benefit payments or an Account, to the Plan
Administrator. The Employer must respond to the inquiries,
correspondence or legal process.

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ARTICLE 6 -- SETTLEMENT OF ACCOUNTS

6.1 RECORDS. The Trustee shall maintain accurate records and
detailed amounts of all investments, receipts, disbursements, and
other transactions related to the Trust, and those records shall
be available at all reasonable times to the Recordkeeper, Plan
Administrator, the Employer, or their authorized representatives.
The Trustee, at the direction of the Plan Administrator, shall
submit to the Plan Administrator and any other person that the
Plan Administrator designates those valuations, reports, or other
information as the Plan Administrator may reasonably require.

6.2 ANNUAL ACCOUNTING.

(a) Within 60 days following the close of each Plan Year,
the Trustee shall file with the Plan Administrator a written
account setting forth a description of all securities and other
property purchased and sold, all receipts, disbursements, and
other transactions effected by it during the Plan Year and
listing the securities and other property held by the Trustee at
the end of such Plan Year, together with their then fair market
values.

(b) If the Plan Administrator wishes to question the
report, the Plan Administrator must file a written statement with
the Trustee within sixty (60) days from the date the Trustee
mails the report. Otherwise, the Plan Administrator shall be
considered to have approved the report, and the Trustee shall be
released from all liability concerning all information contained
in the report to anyone, including any Participant, Participant's
spouse or Beneficiary. Only the Plan Administrator may require
an accounting.

(c) If the account is not settled as provided above, the
Trustee, the Employer or the Plan Administrator shall have the
right to apply to a court of competent jurisdiction at the
expense of the Trust Fund for a judicial settlement of the
accounting. Any judgment or decree entered in such proceedings
shall be conclusive on all persons interested in the Trust Fund.

6.3 VALUATION PROCEDURES. The Trust Fund shall be valued as of
each Valuation Date as specified under the Plan, but in any event
not less than annually at fair market value. Except as specified
below, in the absence of fraud or bad faith, the Trustee's
valuation of the Trust Fund shall be conclusive. The reasonable
costs incurred in establishing values of the Trust Fund,
including the cost of obtaining an independent appraisal of
Employer Securities shall be charged against the Trust Fund,
unless paid by the Employer.

6.4 VALUATION OF EMPLOYER SECURITIES. The market value of any
Employer Security shall be determined as follows:

(a) If any Employer Security consists of securities listed
on a national securities exchange, the fair market value of such
Employer Security shall be considered to be equal to the closing
price of such Employer Security (as reported in the consolidated
transaction reporting system, or if not so

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reported, as reported on the principal exchange market for such Employer
Securities by such exchange or on any system sponsored by such exchange) on
the trading day immediately preceding the day of the applicable Valuation
Date.

(b) If any Employer Security consists of securities traded on a regular
basis, as determined by the Employer, in the over-the-counter market, the
fair market value of such Employer Security shall be considered to be equal
to the closing price quoted by the automatic quotation system of a securities
association registered under the federal securities laws on the trading day
immediately preceding the applicable valuation date.

(c) If any Employer Security is no longer "readily tradable" and is
unable to be valued pursuant to paragraphs (a) and (b) above, then the Plan
Administrator shall engage the services of an independent appraiser who
satisfies the requirements of Code section 170(a)(1). The independent
appraiser shall value shares of Employer Securities for the next following
Valuation Date and such independent valuation of Employer Securities shall
occur at least once each Plan Year.

When the Trustee is unable to arrive at a value based upon information
from independent sources, it may rely upon information from the Employer,
Plan Administrator, Authorized Person, appraisers, or other sources, and
shall not incur any liability for inaccurate valuation based in good faith
upon such information.

6.5 VALUATION WHEN FAIR MARKET VALUE OF SECURITIES (OTHER THAN EMPLOYER
SECURITIES) IS NOT AVAILABLE. Notwithstanding any other provision of this
Article 6 (other than Section 6.4 relating to Employer Securities), if the
Trustee determines that the Trust Fund consists in whole or in part of
property not traded freely on a recognized market, or that information
necessary to ascertain the fair market value is not readily available, the
Trustee may request instructions from the Plan Administrator concerning the
value of such property for all purposes under the Plan and this Trust
Agreement, and the Plan Administrator shall comply with that request. The
Trustee shall be entitled to rely upon the value placed upon such property by
the Plan Administrator. At the Trustee's option, it may request that the
Plan Administrator hire an independent appraiser that meets the requirements
of Code section 170(a)(1) to value the property. Alternatively, if the
Trustee chooses, or if the Plan Administrator shall fail or refuse to
instruct the Trustee on the value of such property within thirty (30) days
after receipt of the Trustee's request, the Trustee at its sole discretion
may engage an independent appraiser to determine the fair market value of
such property. Any expenses with respect to such appraisal shall be paid by
the Trustee out of the Trust Fund or, at the option of the Employer, by the
Employer.

6.6 FORM OF COMMUNICATIONS. All directions, notices and other
communications required or permitted by the Trust Agreement shall be in
writing and delivered by mail or hand delivery. The Trustee in its absolute
discretion may accept directions or notices given by facsimile, telex,
telegram, telephone or any form of electronic communication that the Trustee
reasonably believes in good faith to be genuine unless and until the Plan
Administrator notifies the Trustee in writing that such alternative forms of
communication are not authorized. If the Trustee chooses to accept one or
more alternative methods of communication, the Plan Administrator or the
Authorized Person will be

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required to follow reasonable procedures adopted by the Trustee for
written confirmation. In addition, oral instructions may be
recorded by the Trustee. If the Plan Administrator or the
Authorized Person fails or refuses to comply with the Trustee's
confirmation procedures, the Trustee will be entitled to refuse to
comply with such directions without incurring any liability. All
directions, notices and other communications given under the terms
of the Trust Agreement will be deemed effective on receipt.

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<PAGE>

ARTICLE 7 -- INDEMNIFICATION

In addition to any specific indemnification given the
Trustee under other provisions of the Trust Agreement, the
Employer hereby indemnifies the Trustee and its officers,
directors, employees, agents and affiliates ("Indemnitees")
against, and shall hold the Indemnitees harmless from, any and
all losses, claims, liabilities, and expenses (including
reasonable attomey's fees and costs of defense) imposed upon or
incurred by the Indemnitees as a result of any acts taken, or any
failure to act, in accordance with directions from a Participant
or Beneficiary, the Plan Administrator, Authorized Person,
Investment Manager or any other person specified in this Trust
Agreement, or any designee of any such person, or by reason of
the Indemnitees' good faith execution of their duties with
respect to the Trust, including, but not limited to, holding of
the assets of the Trust, holding of Employer Securities, failure
to acquire Employer Securities which are not "readily tradable",
valuation of Employer Securities, or any actions taken in
connection with voting and tendering securities, including
Employer Securities, except to the extent an Indemnitee's act or
omission is the direct consequence of such Indemnitee's gross
negligence or willful misconduct. Subject to ERISA, any expenses
incurred by an Indemnitee which the Trustee believes to be
subject to indemnification under the Trust Agreement may be
charged against the Trust Fund if not paid by the Employer at the
Trustee's request, provided that the Employer may delay payment
of any amount in dispute until such dispute is resolved according
to the provisions of the Trust Agreement. Such resolution may
include the award of interest on unpaid amounts.

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<PAGE>

ARTICLE 8 -- TAXES, EXPENSES AND COMPENSATION OF TRUSTEE

8.1 TAXES LEVIED ON TRUST FUND. The Trustee shall notify the
Plan Administrator of any tax levied upon or assessed against the
Trust Fund of which the Trustee has knowledge. If the Trustee
receives no instructions from the Plan Administrator, the Trustee
may pay the tax from the Trust Fund. If the Plan Administrator
wishes to contest the tax assessment, it shall give appropriate
written instructions to the Trustee within ten (10) business days
of notice from the Trustee. The Trustee shall not be required to
bring any legal actions or proceedings to contest the validity of
any tax assessments unless the Trustee has been indemnified to
its satisfaction against loss or expense related to such actions
or proceedings, including reasonable attorney's fees.

8.2 PAYMENT OF FEES AND EXPENSES OF THE TRUSTEE. The Employer
shall pay the Trustee quarterly its expenses in administering the
Trust Fund and reasonable compensation for its services as
Trustee at a rate set forth in the Plan Service Agreement, as
that may be amended from time to time. The Trustee reserves the
right to alter this rate of compensation at any time by providing
the Employer with notice of such change at least sixty (60) days
prior to its effective date. Reasonable compensation shall
include compensation for any extraordinary services or
computations required, such as determination of the value of
assets when current market values are not published, expenses for
the service of an independent appraiser in connection with
Employer Securities (if any) which cease to be "readily
tradable", and the covering of overdrafts. If the Employer fails
to pay such expenses within thirty (30) days of being billed, the
Trustee shall charge such fees and expenses against the Trust
Fund. The Trustee shall have a lien against the Trust Fund for
its compensation and for any reasonable expenses that are not
paid by the Employer, including, without limitation, any counsel
or appraisal fees which may be withdrawn from the Trust Fund, to
the extent permitted by law.

8.3 PAYMENT OF FEES AND EXPENSES INCURRED BY THE PLAN
ADMINISTRATOR. At the direction of the Plan Administrator, the
Trustee shall pay from the Trust any fees and expenses payable to
parties other than the Trustee that are incurred by the Plan
Administrator in administering the Employer's Plan.

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<PAGE>

ARTICLE 9 -- THE TRUSTEE

9.1 RESIGNATION AND REMOVAL. The Trustee may resign as Trustee
hereunder or may be removed by the Employer. This resignation or
removal may be accomplished at any time upon the giving of sixty
(60) days written notice to the Trustee or Employer, as
applicable (or less if the other party agrees to waive notice).

9.2 TRANSFER TO SUCCESSOR TRUSTEE. Upon resignation or removal
of the Trustee, the Employer shall appoint a successor Trustee
who shall then succeed to all the powers and duties given to the
Trustee by this Trust Agreement. The terminating Trustee shall
transfer all property of the Trust Fund then held by it to such
successor Trustee. The terminating Trustee may require as a
condition of making such transfer that the successor Trustee
present evidence that any bonding requirement under ERISA section
412 has been met and/or may require that the Employer provide a
writing indemnifying the Trustee against any losses arising from
the replacement of the Trustee. If either party has given notice
of termination as provided under this Trust Agreement, and upon
the expiration of the advance notice period no other successor
Trustee has been appointed and has accepted such appointment,
this provision shall serve as (i) notice of appointment of the
chief executive officer of the Employer as Trustee and (ii) as
acceptance by that person of that appointment. The Trustee is
authorized to reserve such sum of money as it may deem advisable
for payment of its fees and expenses in connection with the
settlement of its accounts or other proper Trust expenses, and
any balance of such reserve remaining after the payment of such
fees and expenses shall be paid to the successor Trustee.

Upon completion of the transfer, the Trustee will be
discharged from all further liability and accountability for all
matters relating to the Trust Fund. If any property of the Trust
Fund in the Trustee's custody is not deemed suitable for
transfer, the Employer will direct the successor Trustee to
appoint the resigning or removed Trustee as custodian to retain
possession of such property on behalf of the successor Trustee
until the transfer may be made.

9.3 FINAL ACCOUNTING. Within 60 days of the transfer to the
successor Trustee, the terminating Trustee shall provide the
Employer with an accounting in the form and manner prescribed for
the annual accounting by Article 6. Unless the Employer files
with the Trustee written objections within sixty (60) days after
such accounting has been mailed or otherwise delivered, the
accounting shall be deemed to have been approved.

9.4 REQUEST FOR INSTRUCTIONS. In the event the Trustee requests
instructions from the Plan Administrator, the Trustee may await
such instructions without incurring liability for the failure to
take action in the absence of such instructions. Notwithstanding
the foregoing, if the Plan Administrator fails to provide
instructions, the Trustee may take any action appropriate to
carry out the purposes of the Trust Agreement without incurring
liability for such actions.

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<PAGE>

9.5 DISCLOSURE. The Trustee is authorized to disclose such
information that it considers necessary or proper in the
administration of the Trust Fund (including, but not limited to,
the existence, nature, terms, and conditions of the Trust Fund
and/or the Trust Agreement) to such other persons or
organizations that the Trustee determines have a legitimate
business purpose for obtaining such information.

9.6 USE OF INFORMATION. The parties acknowledge that the
Trustee, in the course of its business, may obtain nonpublic
information concerning corporations and other business entities
including the Employer (referred to as "issuers") which may be
relevant to an investment decision involving the issuers'
securities. However, the Trustee will have no responsibility for
failing to use such information in the exercise of its duties
under the Trust Agreement or for the benefit of any other person
having investment responsibility.

9.7 STATUS OF TRUSTEE. The Trustee shall not be a named
fiduciary under the Plan and shall not have the authority to
interpret or construe the Plan.

9.8 TRUSTEE RELIANCE ON INSTRUCTION. The Trustee shall bear no
liability for acting upon any instruction or document believed by
it to be genuine and to be presented or signed by a party duly
authorized to do so, and the Trustee shall be under no duty to
make any investigation or inquiry about the correctness of such
instruction or document.

9.9 COUNSEL OF TRUSTEE. The Trustee may consult with legal
counsel of its choice, including counsel for the Employer, upon
any question or matter arising hereunder and the opinion of such
counsel when relied upon by the Trustee shall be evidence the
Trustee was acting in good faith.

9.10 PERSONS DEALING WITH TRUSTEE. No person dealing with the
Trustee shall be obligated to ensure the proper application of
any money paid or property delivered to the Trustee, nor shall
any such person be required to recognize any limitations or
restrictions in the provisions of the agreement, question the
authority of the Trustee to receive and receipt any money
becoming due and payable to the Trustee or inquire whether the
Trustee has obtained the direction or approval of the Employer,
the Plan Administrator, or the Authorized Person to a proposed
action. Any person dealing with the Trustee may accept the
certification of the Trustee as conclusive evidence of any matter
or question relating to the Trust Agreement or the administration
of the Trust Fund.

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<PAGE>

ARTICLE 10 -- PROCEDURES IN EVENT EMPLOYER SECURITIES
ARE NO LONGER READILY TRADABLE

10.1 NO ADDITIONAL ACQUISITIONS. Pursuant to Article 4, the
Trustee shall ignore any investment direction to acquire Employer
Securities as soon as practicable after receipt of notice or, if
earlier, actual knowledge that Employer Securities are no longer
"readily tradable."

10.2 DEFAULT INVESTMENT. Unless and until directed by the
Employer to transfer, convert or otherwise exchange Employer
Securities that are no longer readily tradable for another
investment authorized pursuant to the Trust, the Trustee shall
ignore investment directions to acquire Employer Securities
pursuant to section 10.1 and shall, instead, invest any cash
directed to the Employer Securities Account (including cash
dividends paid on shares of Employer Securities and cash
contributions) as described in the Plan section 5.3.

10.3 DISTRIBUTIONS IN STOCK. If so directed by the Plan
Administrator, distributions in shares of Employer Securities can
be made to a Participant or Beneficiary by the Trustee. The
Employer shall provide the Participant or Beneficiary with an
explanation of the "put option" (as described in Section 10.4)
prior to the distribution election.

10.4 PUT OPTION. If any shares of Employer Securities are
distributed to a Participant or Beneficiary after ceasing to be
"readily tradable," the Employer shall issue a put option to each
Participant or Beneficiary of a deceased Participant entitled to
receive a distribution of such Employer Securities. The put
option shall permit the Participant or Beneficiary to sell such
Employer Securities to the Employer, at any time during two put
option periods (described below) at the then fair market value,
such fair market value to be determined at least annually as of
the respective Valuation Date by an independent appraiser
selected by the Plan Administrator. The first put option period
is a period of at least sixty (60) days beginning on the date of
distribution of Employer Securities to the Participant or the
Beneficiary. The second put option period is a period of at
least sixty (60) days beginning after the new determination of
the fair market value of Employer Securities is made by an
independent appraiser (and notification is given to the
Participant or the Beneficiary in the next following Plan Year).
If the Employer purchases Employer Securities tendered under a
put option and the Employer Securities were distributed to the
Participant (or the Beneficiary) in the form of a lump sum, the
payment, at the election of the Employer, may be made (a) in five
substantially equal annual installments commencing not later than
thirty (30) days after the exercise of the put option; provided,
however, that the Employer provides adequate security and
reasonable interest (as determined by the Plan Administrator) on
unpaid installments, or (b) in a lump sum. If the Employer
purchases Employer Securities tendered under a put option and the
Employer Securities were distributed as part of an installment
distribution, the payment, in the form of a lump sum, must be
made not later than thirty (30) days after the exercise of the
put option. The Trustee shall have no authority to offer to
purchase any shares of Employer Securities (whether or not
distributed subject to a put option) from any former Participant
or Beneficiary at any time.

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<PAGE>

10.5 DISTRIBUTIONS OR TRANSFERS IN CASH. Any distribution or
intra-fund transfer in cash shall be made by selling shares of
Employer Securities to the Employer at a price which represents
"adequate consideration" as defined in Section 3(18) of ERISA.
No commission shall be charged to the Plan in connection with any
such sale. The Employer represents and warrants that it shall
maintain sufficient cash to meet its obligation to repurchase
shares of Employer Securities for "adequate consideration" in
order to permit such cash distributions and intra-fund transfers
directed by Participants and Beneficiaries.

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<PAGE>

ARTICLE 11 -- AMENDMENT AND TERMINATION

11.1 AMENDMENT. The Employer may not amend the Trust Agreement
except by withdrawing its participation in the Plan and Trust
Agreement by an amendment consisting of a restated qualified plan
and trust. The Trust Agreement may be amended at any time by
CSTC in order to provide for contingencies which may require or
make advisable the clarification or modification of the Trust
Agreement. CSTC reserves the right to amend the Trust Agreement
at any time from time to time, in whole or in part, consistent
with applicable law. No amendment, however, shall cause any part
of the Trust Fund to revert to or be recoverable by the Employer
or be used for or diverted to purposes other than the exclusive
benefit of Participants, former Participants and Beneficiaries or
to deprive any Participant, former Participant or Beneficiary of
any benefit, except to the extent that an amendment is necessary
to permit the Plan or the Trust Fund to qualify under Code
sections 401(a) and 501(a).

11.2 TERMINATION. If the Employer terminates its Plan, the
Employer shall direct the Trustee regarding the disposition of
the Trust Fund. The Trustee may condition the transfer or
distribution of any assets of the Trust Fund upon receipt of a
favorable determination letter from the Internal Revenue Service
stating that the termination of the Employer's Plan does not
affect adversely the tax-exempt status of the Trust Fund. If any
property of the Trust Fund is deemed not suitable for transfer,
the Employer shall direct the Trustee to retain possession of the
property as custodian until the transfer may be made.

11.3 MERGER, CONSOLIDATION OF EMPLOYER. If the Employer merges,
consolidates or liquidates, or if the Employer sells or transfers
all or substantially all of its operating assets, the resulting
successor or purchaser corporation shall automatically be
substituted for the Employer under the Trust Agreement unless the
successor, by resolution of its board of directors, elects not to
continue to sponsor the Plan. If, within ninety (90) days from
the effective date of such merger, consolidation, liquidation,
sale or other transfer of assets, the successor or purchaser
corporation adopts such a resolution electing not to become the
successor employer under this Trust Agreement, the Employer's
Plan automatically shall terminate, and the Trustee shall dispose
of the Trust Fund as provided in Section 11.2 above.

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<PAGE>

ARTICLE 12 -- MISCELLANEOUS

12.1 GOVERNING LAW. The Trust shall be administered in the State
of California, and its validity, construction, and all rights
hereunder shall be governed by ERISA and, to the extent not
preempted, by the laws of California.

12.2 HEADINGS. The headings in this instrument have been inserted
for convenience of reference only, and are to be ignored in any
construction of the provisions of this Trust Agreement.

12.3 ANTI-ALIENATION. No person entitled to any benefit under
this Trust and the Plan shall have any right to assign, alienate,
hypothecate, or encumber such person's interest in any benefits
under this Trust Agreement (except as to any loans to a
Participant under the Plan meeting the requirements of Code
section 72(p)) and those benefits shall not in any way be subject
to claim of such person's creditors or liable to attachment,
execution, or other process of law except to the extent required
under a Qualified Domestic Relations Order (within the meaning of
section 414(p) of the Code).

12.4 DISQUALIFICATION OF PLAN. It is intended that this Trust
shall be tax exempt under section 501 of the Code and that the
Plan referred to herein shall qualify under section 401(a) of the
Code. However, notwithstanding any other provisions of the
Trust, if the Internal Revenue Service is requested to issue to
the Employer a favorable written determination or ruling with
respect to the initial qualification of the Plan and exemption of
the Trust from tax and such request is denied, the Trustee shall,
after receiving a written direction from the Plan Administrator,
pay to each Participant that portion of the Trust Fund applicable
to said Participant's voluntary contributions, if any, and
provided the Plan so states, pay to the Employer any part of the
Trust Fund attributable to Employer contributions then remaining
in the Trustee's possession. As a condition to such repayment,
the Employer must execute, acknowledge, and deliver to the
Trustee its written undertaking, in form satisfactory to the
Trustee, to indemnify, defend, and hold the Trustee harmless from
all claims, actions, demands, or liabilities arising in
connection with such repayment, and provided further that such
repayment shall occur within one year after the date the request
for qualification is denied.

12.5 ARBITRATION. Except as otherwise specifically provided
herein, any dispute under this Trust Agreement shall be resolved
by submission of the issue to a member of the American
Arbitration Association who is chosen by the Employer and the
Trustee. If the Employer and the Trustee cannot agree on such a
choice, each shall nominate a member of the American Arbitration
Association, and the two nominees shall then select an
arbitrator. Expenses of the arbitration shall be paid as decided
by the arbitrator.

12.6 RECORDING CONVERSATIONS. The Trustee is authorized to tape
record conversations between the Trustee and persons acting on
behalf of the Plan or a Participant in the Plan to verify data on
transactions.

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<PAGE>

12.7 INVALID PROVISIONS. If any paragraph, section, sentence,
clause or phrase contained in the Trust Agreement becomes
illegal, null, or void or against public policy, for any reason,
or is held by any court of competent jurisdiction to be incapable
of being construed or limited in a manner to make it enforceable,
or is otherwise held by such court to be illegal, null or void or
against public policy, the remaining provisions of the Trust
Agreement shall not be affected.

12.8 SUCCESSORS AND ASSIGNS. Except as otherwise provided in
this Trust Agreement, the Trust Agreement shall inure to the
benefit of, and be binding upon, the parties to the Trust
Agreement and their successors and assigns.

12.9 COUNSEL OF EMPLOYER. The Employer represents that it has
consulted with and been advised by its professional advisors
and/or counsel concerning the legality and propriety of the Trust
Agreement.

12.10 SEPARATE TRUSTS. If as provided in the Plan, other
trustees of separate trusts under the Plan may be appointed, the
Trustee under this Trust Agreement shall have no duties or
responsibilities for Plan assets not held in the Trust by the
Trustee, except as required by applicable law.

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THE CHARLES SCHWAB

401(k) PROFIT SHARING PLAN CUSTODY AGREEMENT

BASIC PLAN DOCUMENT 02

APPENDIX 2

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<PAGE>

THE CHARLES SCHWAB 401(k)
PROFIT SHARING PLAN
CUSTODY AGREEMENT

TERMS AND CONDITIONS

1. ESTABLISHMENT OF CUSTODY ACCOUNT. The Employer named in the
Adoption Agreement and The Charles Schwab Trust Company ("CSTC")
enter into this Custody Agreement to establish a custody account
("Custody Account") to hold property under the following terms
and conditions. This Custody Agreement is effective on the date
it is accepted by CSTC. This Custody Agreement is an integral
part of The Charles Schwab 401(k) Profit Sharing Plan, Basic
Document 02 (the "Plan").

2. THE PARTIES. The Employer agrees to contribute property to
the Custody Account to be held by CSTC.

CSTC agrees to hold the property and cash contributed to the
Custody Account, but reserves the right to refuse to accept any
property into the Custody Account. CSTC acts only at the
direction of the Trustee, its designee, or any other person
designated by this Custody Agreement. CSTC has no authority to
take any discretionary action of any kind.

3. APPOINTMENT AS AGENT. The Employer appoints CSTC as its
agent to act as custodian of the cash, marketable securities,
life insurance contracts and any other property acceptable to
CSTC which may be contributed by the Trustee from time to time
(collectively, the "Property"). CSTC agrees to act as the agent
according to the terms and conditions of the Custody Agreement.
CSTC shall have no duties or responsibilities with respect to any
Property other than cash, marketable securities or life insurance
contracts acceptable to CSTC.

4. INVESTMENT OF PROPERTY.

4.1 INVESTMENT AUTHORITY. The Trustee shall be responsible
for the investment, review and management of all Property. CSTC
shall settle all purchases, sales, exchanges, investments and
reinvestments of the Property only upon receipt of, and pursuant
to, the instructions of the Recordkeeper; provided, however, that
in the event the Participant exercises Full Discretion, CSTC
shall follow instructions received from the Broker. All
instructions shall be given to CSTC in a form acceptable to CSTC.
CSTC shall have no duty or obligation to review, or make
recommendations for, the investment and reinvestment of any
Property held in the Custody Account, including, without
limitation, any uninvested cash. However, CSTC may refuse to
settle any investment, purchase, exchange or reinvestment for
which CSTC cannot provide administrative facilities or which, in
CSTC's sole judgment, involves unacceptable business risk to CSTC
or for which the Custody Account has insufficient assets to cover
the transaction on settlement date. The right of CSTC to refuse
to accept any particular Property or execute any transaction on
behalf of the Custody Account shall in no way be construed to
grant discretionary authority over the Custody Account to CSTC.

B-2
<PAGE>

4.2 CORPORATE ACTIONS. CSTC shall notify the Authorized
Person of the receipt of notices of redemptions, conversions,
exchanges, subscription rights or any other events requiring the
exercise of discretion ("Voluntary Corporate Actions"). CSTC
shall report the results of all calls, puts and other events that
do not require the exercise of discretion ("Mandatory Corporate
Actions") on Custody Account statements and by an advice sent to
the party(ies) designated in the Custody Account Application. In
any event, CSTC shall not be under any duty to notify the
Authorized Person of Mandatory Corporate Actions prior to their
execution. CSTC shall not be obligated to take any action in
connection with Corporate Actions except as provided above. The
Authorized Person shall have full responsibility for monitoring
notices and other matters related to Corporate Actions.

5. POWERS OF CSTC. CSTC shall have the following powers:

1. To hold Property in the name of its nominee.
2. To invest and reinvest assets of the Custody Account at
the direction of the Authorized Person.
3. To deposit in a securities depository any securities in
accordance with applicable law.
4. To settle securities transactions through an
institutional delivery system.
5. To execute any declarations, endorsements, assignments,
stock or bond powers, affidavits, certificates of
ownership or other documents required (1) to effect the
sale, transfer, or other disposition of Property, (2)
to obtain payment with respect to Property, (3) to take
any other action required with respect to Property, and
in CSTC's own name to guarantee as the Authorized
Person's signature any signature so affixed.

6. SERVICES BY AND BROKERAGE TRANSACTED THROUGH THE AFFILIATED
ORGANIZATIONS.

6.1 Services by the Affiliated Organizations. CSTC may
contract or make other arrangements for the provision of services
to the Custody Account with any organizations affiliated with or
subsidiaries of CSTC, including The Charles Schwab Corporation
(the "Public Company") and Charles Schwab & Co., Inc. (the
"Broker/Dealer"), their respective affiliates and subsidiaries,
successors and assigns, except where such arrangements are
prohibited by law or regulations.

6.2 Brokerage. CSTC is authorized to place securities
orders, settle securities trades, hold securities in custody, and
perform related activities on behalf of the Custody Account
through or by the Broker/Dealer whenever possible unless the
Authorized Person specifically directs CSTC to settle a trade
directly with another broker/dealer. Trades and related
activities effected through the Broker/Dealer are subject to fees
and commissions established by the Broker/Dealer, which may be
paid from the Custody Account or netted from the proceeds of
trades. Transactions effected by the Broker/Dealer are subject
to the Broker/Dealer's account agreement, trading rules and
policies as modified or amended from time to time, together with
the applicable rules, regulations, customs and usage of any
exchange, market, clearing house or self-regulatory organization
and applicable federal and state laws, rules and regulations.

Trades may not be executed through the Broker/Dealer unless
the Plan Administrator, the Trustee and any other Authorized
Person have received disclosure concerning the relationship of
the Broker/Dealer to CSTC, and the fees and commissions which may
be paid to the Public Company,

B-3
<PAGE>

Broker/Dealer, CSTC and/or their affiliates or subsidiaries as a
result of using the Broker/Dealer's execution or other services.

6.3 Mutual Funds and Uninvested Cash. The Authorized
Person may direct purchases of shares of regulated investment
companies (or other investment vehicles) advised by affiliates of
the Public Company, Broker/Dealer ("Schwab Funds") or CSTC unless
such investment is forbidden by law or regulation.

Uninvested cash will be held as provided in Plan section
5.4.

6.4 Disclosure of Information to the Affiliated
Organizations. CSTC is authorized to disclose information which
is necessary to the operation and administration of the Custody
Account to the affiliated organizations described in section 6.1
herein, and to other persons and organizations that CSTC
determines to have a legitimate business purpose for obtaining
such information.

7. INCOME AND PRINCIPAL; ADDITIONS AND WITHDRAWALS.

7.1 Collection of Income and Principal. CSTC shall collect
the income when paid on Property and principal of Property when
paid on maturity, redemption, sale or otherwise and invest it in
accordance with Section 4. CSTC shall make reasonable efforts to
diligently collect income and principal of which CSTC has
received actual notice in accordance with normal industry
practices. CSTC shall be under no duty to take any action to
effect collection of any amounts with respect to which payment is
in default or if payment is refused after due demand. CSTC shall
notify the Authorized Person of any default or refusal to pay.

7.2 Additions and Withdrawals. CSTC may accept additions
of Property to the Custody Account upon receipt of and pursuant
to written directions from the Trustee or its delegate, provided
the property is of a type described in Article 4 of the Trust
Agreement. CSTC shall make distributions or transfers from the
Custody Account upon and pursuant to the written directions of
the Plan Administrator, the Trustee, or the Recordkeeper.

8. PROXIES; CORPORATE LITERATURE; SHAREHOLDER INFORMATION.

8.1 Proxies. CSTC shall forward all proxies and
accompanying material issued by any company the securities of
which are held in the Custody Account to the Trustee. CSTC shall
be under no duty to determine how, or if, proxies are voted.

8.2 Corporate Literature. CSTC shall be under no
obligation to forward or retain any other corporate material
received by the Custody Account except to the extent required by
law.

B-4
<PAGE>

8.3 Shareholder Information. Unless otherwise elected by
the Trustee, CSTC is authorized to disclose upon request to
companies whose securities are held in the Custody Account:
(1) the Employer's name and address and (2) the holdings in
the Custody Account of securities issued by the requesting
company.

9. STATEMENTS.

9.1 Statements. CSTC shall send to the Trustee a statement
showing all income and principal transactions and cash positions,
and a list of assets and the fair market value of each asset in
the Custody Account, at the end of each period. The Trustee may
dispute in writing any statement within sixty (60) days of
mailing. If no written objections are received by CSTC within
the sixty (60) days, the statement shall be deemed accepted by
all parties.

9.2 Alternative Valuation. Notwithstanding the above, if
the fair market value of any asset is not readily available in
the ordinary course of business to CSTC, CSTC will value the
asset at its cost of acquisition, if known to CSTC.
Alternatively, CSTC may request instructions from the Trustee
concerning the value of such asset, and the Trustee shall comply
with that request. CSTC shall be entitled to rely upon the value
placed upon such asset by the Trustee.

9.3 Advices. A separate notice for every security
transaction will be sent to the Trustee. The Trustee may waive
any and all rights to receipt of such notices.

10. INSTRUCTIONS. All instructions, notices and other
communications required or permitted by the Custody Agreement
shall be in writing and delivered by mail or hand delivery. CSTC
may, in its absolute discretion, accept instructions or notices
given by facsimile, telex, telegram, telephone or electronic
communication that CSTC reasonably believes in good faith to be
genuine, unless and until the Trustee notifies CSTC in writing
that such alternative forms of communication are not authorized.
If CSTC chooses to accept one or more alternative methods of
communication, the Trustee, its designee, the Recordkeeper, the
Broker or any other person providing instructions or notices to
CSTC will be required to follow reasonable procedures adopted by
CSTC for written confirmation. In addition, oral instructions
may be recorded by CSTC. If any person providing instructions or
notices to CSTC fails or refuses to comply with CSTC's
confirmation procedures, CSTC will be entitled to refuse to
comply with such instructions or notices without incurring any
liability for such refusal. All directions, notices and other
communications given under the terms of the Custody Agreement
will be deemed effective upon receipt.

11. COMPENSATION, EXPENSES AND OTHER CHARGES. To the extent the
Employer fails to pay expenses and compensation of CSTC, CSTC may
debit the Custody Account quarterly to pay CSTC for its expenses
in administering the Custody Account and reasonable compensation
for its services at a rate set forth in the Plan Service
Agreement, as amended from time to time. CSTC has the right to
alter its rate of compensation at any time by providing the
Trustee with notice at least sixty (60) days prior to its
effective date of the change. Reasonable compensation includes
compensation for any extraordinary services or computations
required, such as determination of the value of assets when
current market values are not published. CSTC shall have a lien
on the Custody Account for its compensation and for

B-5
<PAGE>

any reasonable expenses that are not paid by the Employer,
including, without limitation, counsel or appraisal fees which may
be withdrawn from the Custody Account, to the extent permitted by
law.

CSTC shall pay from the Custody Account any fees and
expenses incurred in administering the Employer's Plan to the
extent such payment is authorized by the Employer in the Adoption
Agreement until such time as the Trustee furnishes CSTC a written
notice to revoke such authorization at any time.

12. INDEMNIFICATION; DISPUTES.

12.1 Losses. CSTC will not be liable for any loss that may
occur from depreciation in value of the Property except for any
losses attributable to CSTC's own gross negligence or willful
misconduct in carrying out the instructions of an Authorized
Person.

12.2 Acts of Others. CSTC will not be liable or responsible
for the acts, omissions or defaults of any agent or other person
to whom duties may be properly delegated by CSTC under the
Custody Agreement if such agent or person was appointed with due
care. CSTC will not be liable or responsible for any act within
the sole power of another, nor shall CSTC be liable or
responsible for any act or omission by the Authorized Person.

12.3 Indemnification. To the extent permitted by law, the
Employer, the Trustee and the Trust shall indemnify and hold
harmless CSTC, its officers, directors, employees, agents and
affiliates ("Indemnitees") against and shall hold the Indemnitees
harmless from any and all liabilities, losses, expenses, and
claims (including reasonable attorney's fees and costs of
defense) imposed upon or incurred by the Indemnitees as a result
of (1) acts or omissions to act with respect to the Custody
Account by persons unrelated to the Indemnitees ("unrelated
persons"), including the Employer and any Authorized Person, (2)
the Indemnitee's action or inaction with respect to the Custody
Account resulting from reliance on the action or inaction of
unrelated persons, including directions to invest or otherwise
deal with the Property, or (3) any violation by any unrelated
person of the provisions of applicable law, except to the extent
any such liability or loss results directly from a breach of an
Indemnitee's duties by reason of its gross negligence or willful
misconduct. Subject to ERISA, expenses incurred by an Indemnitee
which CSTC believes to be subject to indemnification under the
Custody Agreement may be charged against the Custody Account if
not paid by the Employer at CSTC's request, provided that the
Employer may delay payment of any amount in dispute until such
dispute is resolved according to the provisions of this Custody
Agreement. Such resolution may include the award of interest on
unpaid amounts.

12.4 Disputes. Any dispute under the Custody Agreement
shall be resolved by submission to a member of the American
Arbitration Association who is chosen by the Trustee and CSTC.
If the Trustee and CSTC cannot agree on such a choice, each shall
nominate a member of the American Arbitration Association, and
the two nominees will then select an arbitrator. Expenses of the
arbitration shall be paid as decided by the arbitrator.

B-6
<PAGE>

13. AMENDMENT AND TERMINATION.

13.1 Amendment. The Custody Agreement may be amended only
by a written agreement executed by CSTC and the Employer.

13.2 Termination. The Custody Agreement may be terminated
upon thirty (30) days written notice by either CSTC or the
Employer. Such termination will be effective at the end of the
notice period, except that the parties may agree to an earlier
termination. CSTC's fees and costs related to termination,
including costs for registering securities and other Property,
generating reports and a final accounting shall be charged to the
Employer and, if not paid promptly, shall be charged to the
Custody Account.

13.3 Failure to Provide Replacement. If either party has
given notice of termination, and upon expiration of the advance
notice period no successor custodian has been appointed and has
accepted such appointment, CSTC shall re-register and deliver all
the Property to the Trustee.

14. REMOVAL AND APPOINTMENT OF AN AUTHORIZED PERSON. An
Authorized Person may be removed or appointed at any time if the
Trustee gives notice to CSTC in the appropriate manner. Removal
shall be effective as of the day notice is received by CSTC,
unless a later date is specified. Appointment shall be effective
upon receipt by CSTC of notice of acceptance of such appointment
in a form acceptable to CSTC, unless a later date is specified in
the notice of appointment or acceptance. CSTC may continue to
follow the directions of an Authorized Person with respect to
assets under such Authorized Person's control until actual
receipt of written notice of removal and shall not be liable for
acting on the direction of a duly appointed Authorized Person in
the absence of actual receipt of a written notice of removal.

15. MISCELLANEOUS.

15.1 Severability. If any provision of the Custody
Agreement is unenforceable or invalid for any reason, the
remainder of the Custody Agreement will remain in effect.

15.2 Governing Law. The Custody Account will be
administered by CSTC in the State of California, and all
questions as to its validity will be determined in accordance
with the laws of the State of California to the extent not
preempted by ERISA.

15.3 Headings. The headings throughout the Custody
Agreement have been inserted for administrative convenience only.

15.4 Bond. CSTC will not be required to qualify before, be
appointed by, or account to any court or obtain the order or
approval of any court in the exercise of any power or discretion.
CSTC will not be required to furnish bond or other security in
any jurisdiction except to the extent required by law.

15.5 Entire Agreement. The Custody Agreement constitutes
the entire agreement among the parties. All previous agreements
and instructions (written or oral) between the Employer and CSTC
with respect to the Custody Account and the Property are hereby
superseded.

B-7
<PAGE>

15.6 Tax Reporting. The Employer is responsible for filing
any and all tax or information returns and for paying, or
directing the payment from the Trust, any taxes on all the
Property and income of the Custody Account.

15.7 Notices; Change of Address. All notices, requests,
demands and other communications shall be in writing, except as
otherwise permitted herein, and shall be deemed to have been duly
given on the date of receipt. Any party may change the address
at which notice may be served by providing ten days prior notice
of such change to the other party.

15.8 Extraordinary Events. CSTC is not responsible for
losses caused directly or indirectly by conditions beyond its
control, including, but not limited to, war, natural disasters,
government restrictions, exchange or market rulings, strikes,
interruptions of communications or data processing services, or
disruptions in orderly trading on any exchange or market.

B-8

<PAGE>

EXHIBIT 4.2
-----------

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

C-CUBE MICROSYSTEMS
EMPLOYEE SAVINGS AND INVESTMENT PLAN
SUMMARY PLAN DESCRIPTION

THE SCHWAB PLAN-TM-

The Charles Schwab Trust Company
One Montgomery Street, 7th Floor
San Francisco, CA 94104

Schwab Retirement Plan Services, Inc.
320 Springside Drive, Suite 350
Akron, Ohio 44333

<PAGE>

INTRODUCTION

C-Cube Microsystems Inc. has amended your 401(k) Profit Sharing Plan as of
January 1, 1997. The amended Plan continues to be for the exclusive benefit
of eligible employees and their beneficiaries.

We all need to plan for the future, especially for our retirement. We hope
this plan will play a part in helping you to achieve financial security in
the coming years.

This booklet is a brief description of the main provisions and features of
the Plan and of your rights, obligations and benefits under the Plan. Please
read it carefully to obtain a good understanding of the benefits that are
being provided to you.

If you have any questions about the Plan that this booklet does not answer,
you should contact the Plan Administrator for a further explanation.

You may also want to review the complete Plan, which is a lengthy legal
document. The complete Plan document is available for inspection by you,
your beneficiaries, or your legal representative at any reasonable time. In
the event of any discrepancy between this Summary Plan Description and the
actual provisions of the Plan, the Plan document will control.

ELIGIBILITY

You become eligible to participate in the Plan on the January 1, April 1,
July 1 or October 1 following your first day of employment.

Leased employees, nonresident aliens receiving no U.S. source income and
employees whose terms of employment are governed by a collective bargaining
agreement are not eligible to participate in the Plan.

YOUR VOLUNTARY 401(k) CONTRIBUTIONS

You may defer a portion of your pay (calculated before deductions for federal
income taxes are made). This means that you will pay less income tax by
participating in the 401(k) Plan.

You defer in whole percentages from 1% to 20% of your compensation.
Generally, no employee may contribute more than $9,500 (adjusted for
inflation) in the 1997 calendar year.

PAYROLL DEDUCTIONS

You indicate the percentage of your pay you want to contribute. Then, each
time you are paid, the amount you have selected is automatically taken out of
your paycheck and deposited into your 401(k) account. You contribute a
percentage of your pay, not a fixed dollar amount.

CHANGING YOUR DEDUCTION AMOUNT

You may change the percentage you are contributing to the Plan at any time.
Any change will become effective on the first day of the following calendar
quarter.

Changes in your deduction amount are made via the SchwabPlan-TM- Hotline.
Operator assistance, if desired, is available Monday through Friday, 7:00 a.m.
to 11:00 p.m. EST.

C-CUBE MICROSYSTEMS INC. MATCHING
CONTRIBUTIONS

C-Cube Microsystems Inc. will make Matching Contributions equal to a
discretionary percentage of your Voluntary 401(k) Contributions to be
determined on a quarterly basis.

You must be actively employed on the last day of a calendar year quarter in
order to receive the matching contribution made for that quarter.

VESTING

Vesting is your ownership in and right to the value of your account. You are
always 100% VESTED in your own contributions, matching contributions and
their earnings.

DISTRIBUTIONS

You may receive a distribution of your vested account balance when you
terminate employment. Distributions to disabled, retired or terminated
participants and beneficiaries of deceased participants will be made as soon
as administratively possible.

Distributions from the Plan are made exclusively in the form of a single
lump-sum payment in cash or in property.

PRE-RETIREMENT DISTRIBUTIONS

You may be entitled to receive a pre-retirement distribution if you have
reached age 59 1/2. However, any distribution will reduce the value of the
benefits you will receive at normal retirement. This distribution is made at
your election.

Your Employer will provide at your request appropriate forms and related
information.

TAXES ON DISTRIBUTIONS

Whenever you receive a distribution from your Plan, it will normally be
subject to income taxes. You may, however, reduce, or defer entirely, the
tax due on your distribution through use of one of the following methods:

2
<PAGE>

a) The rollover of all or a portion of the distribution to an Individual
Retirement Account (IRA) or another qualified employer plan. This will
result in no tax being due until you begin withdrawing funds from the IRA or
other qualified employer plan. The rollover of the distribution, however,
MUST be made within strict time frames (normally, within 60 days after you
receive your distribution). Under certain circumstances all or a portion of
a distribution may not qualify for this rollover treatment. In addition,
most distributions will be subject to mandatory federal income tax
withholding at a rate of 20%. This will reduce the amount you actually
receive. For this reason, if you wish to rollover all or a portion of your
distribution amount, the direct transfer option described in paragraph b)
below would be the better choice.

b) You may request for most distributions that a direct transfer of all or a
portion of your distribution amount be made to either an Individual
Retirement Account (IRA) or another qualified employer plan willing to accept
the transfer. A direct transfer will result in no tax being due until you
withdraw funds from the IRA or other qualified employer plan. Like the
rollover, under certain circumstances all or a portion of the amount to be
distributed may not qualify for this direct transfer. If you elect to
actually receive the distribution rather than a direct transfer, then in most
cases 20% of the distribution amount will be withheld for federal income tax
purposes.

c) The election of favorable income tax treatment under "10-year forward
averaging" or "5-year forward averaging."

Due to complexities involved with income taxation, you are encouraged to
consult with a professional tax advisor when you receive a distribution from
the Plan.

NORMAL RETIREMENT

You are eligible for Normal Retirement upon attainment of age 65.

EARLY RETIREMENT

You are eligible for Early Retirement upon attainment of age 55.

INVESTMENT FUND OPTIONS

Your Employer makes available various mutual funds from which you may make
your investment selections. These funds will differ in potential investment
return and risk. Your Employer may change the funds available to you from
time to time. You will be notified when any change occurs.

INVESTMENT FUND DIRECTION

You direct the investment of your accounts in multiples of 5%. The
investment alternatives differ in the level of potential investment earnings
and risk.

In the future, you may change your investment selections or transfer your
existing balances so that a new "mix" of investments is selected. Future
investment changes may be made at any time. Realignments of existing funds,
between options, may be elected at any time. Both future changes and
realignments are executed through a toll free telephone number.

A NOTE ABOUT RISK

C-Cube Microsystems Inc. has made available the different investment funds in
the hope of meeting the various savings and investment goals for all
Participants. As you make your investment choices, keep in mind that there
is risk involved. The funds differ in growth potential and risk.

Pursuant to Department of Labor Regulation 2550.404(c)-1(b)(2)(i)(B)(1)(i),
this Retirement Plan is intended to qualify as an ERISA 404(c) Plan that
relieves plan fiduciaries of liability for any investment losses that result
from investment directions made by Plan Participants.

Related to a "404(c) Plan," investment instructions for new Participants
shall be in written form and directed to the Plan Administrator. Thereafter,
and for all other Participants, all investment instructions shall be made
through an automated voice response unit which is available to all
Participants. The Plan Administrator shall provide Participants with
appropriate procedural instructions needed to access and operate the
automated voice response unit.

The Plan Administrator or its representative will provide at the request of a
Participant who has provided investment instructions, a reasonable and timely
opportunity to obtain written confirmation of such investment instructions.

The Plan Administrator or its designated agents shall be the party
responsible for providing the "Required Disclosures" and "Optional By
Request" information on the available investment alternatives as described by
Department of Labor Regulations 2550.404(c).

EMPLOYEE ACCOUNT STATEMENTS

You will receive a statement quarterly. Your statement will illustrate your
investment choice(s), any contributions received by the Plan during that
quarter, investment gains or losses, ending fund balances and your vesting
percentage.

<PAGE>

TOLL FREE TELEPHONE SERVICE

Each Participant will be assigned a Personal Identification Number (PIN).
Using your Social Security number and your assigned PIN, you will be able to
access The SchwabPlan-TM- Hotline.

Through the ease of touch-tone technology, The SchwabPlan-TM- Hotline offers
your immediate access to your account information, 24 hours a day, seven days
a week.

You can check either your account balance, or each individual fund balance.
It is also possible to change the manner in which your Future Contributions
will be invested, or make an investment Fund Transfer. Participant loan
information is also readily available through The SchwabPlan-TM- Hotline.

FINANCIAL HARDSHIP WITHDRAWALS

The Administrator may direct the Trustee to distribute part or all of your
401(k) salary deferrals in the event of immediate and heavy financial need.
This hardship distribution is not in addition to your other benefits and will
therefore reduce the value of the benefits you will receive at normal
retirement.

Withdrawal will be authorized only if the distribution is to be used for one
of the following purposes:

(a) The payment of medical expenses (described in Section 213(d) of the
Internal Revenue Code) incurred by you, your spouse or your dependent;

(b) The purchase (excluding mortgage payments) of your principal residence;

(d) The need to prevent your eviction from your principal residence or
foreclosure on the mortgage of your principal residence.

In addition, a distribution will be made from these accounts only if you
certify and agree that all of the following conditions are satisfied:

(a) The distribution is not in excess of the amount of your immediate and
heavy financial need;

(b) You have obtained all distributions, other than hardship distributions,
and all nontaxable loans currently available under all plans maintained by
your Employer;

(c) Your elective contributions and employee contributions will be suspended
for at least twelve (12) months after your receipt of the hardship
distribution; and

(d) You will not make elective contributions for your taxable year
immediately following the taxable year of the hardship distribution, except
to the extent permitted by the Plan.

Since a 401(k) Plan has significant tax and savings advantages, the Internal
Revenue Service imposes restrictions on withdrawals. Distributions prior to
age 59 1/2, disability or death may be subject to a 10% federal tax penalty.
You are urged to consult with your personal tax advisor prior to requesting a
distribution.

PARTICIPANT LOANS

There are various rules and requirements that apply for any loan. These
rules are outlined in this Section. In addition, your Employer has
established a written loan program which explains these requirements in
detail. You can request a copy of the loan program from the Plan
Administrator.

You may apply to the Plan Administrator for a loan from the Plan. Your
application must be in writing on forms which the Plan Administrator makes
available via The SchwabPlan-TM- Hotline.

The Plan Administrator may also request that you provide additional
information such as financial statements, tax returns and credit reports.

After reviewing your application, the Plan Administrator may, in its
discretion, determine that you qualify for the loan. The Plan Administrator
will then inform the Trustee that you qualify. The Trustee may review the
Plan Administrator's determination and make a loan to you if it is a prudent
investment for the Plan.

Loans will be available to all participants on a uniform and
non-discriminatory basis. All loans must be adequately secured. Loans are
available exclusively from your vested account which will be the source of
security for the loan.

The minimum loan amount is $1,000. A Participant may have a maximum of one
outstanding loan at any time.

The maximum loan is one half of your vested account balance or $50,000, if
lesser, reduced by the highest outstanding balance of Plan loans during the
prior one-year period.

Loans are repaid through payroll deduction over a maximum term of five years.
Loans which are applied to purchase a principal residence may be repaid over
a longer period not to exceed fifteen years. All loans will bear a
reasonable rate of interest similar to what a bank or other professional
lender would charge for making a loan in a similar circumstance. Since loans
in this Plan are considered a directed investment, your

<PAGE>

principal and interest payments will be credited to your account.

If you fail to make payments when they are due under the loan, you will be
considered to be "in default." The Trustee would then have the authority to
take all reasonable actions to collect the balance owing on the loan. This
could include filing a lawsuit or foreclosing on the security for the loan.
Under certain circumstances, a loan that is in default may be considered a
distribution from the Plan, and could result in taxable income to you. In
any event, your failure to repay a loan will reduce the benefit you would
otherwise be entitled to from the Plan.

All costs associated with establishing and maintaining a participant loan
will be charged directly to your account as an investment expense of engaging
in a participant loan (Est. - $50, Adm. - $10 per quarter).

Additional loan information, including the ability to apply for a loan, is
available by calling The SchwabPlan-TM- Hotline.

ROLLOVERS AND TRANSFERS

You may be eligible to rollover or transfer a distribution you receive from
another employer's plan into this Plan. Your Employer will provide at your
request appropriate forms and related information.

NAMING A BENEFICIARY

When you enroll, you name a person(s) to receive your account values in the
event of your death. You may change your beneficiary at any time by
requesting a new beneficiary form.

If your death occurs while still employed with the Company, your account
balance will become 100% vested and be paid to your beneficiary. Generally,
if you are married, your spouse is by law the primary beneficiary unless you
designate otherwise and your spouse agrees to a different beneficiary by
signing a notarized statement that is part of your enrollment forms.

ADMINISTRATION OF THE PLAN

Although C-Cube Microsystems Inc. is responsible for the administration of
the Plan, we have retained Schwab Retirement Plan Services, Inc. to assist
us. Schwab Retirement Plan Services, Inc. specializes in retirement plan
consulting and administration. The Firm has experience in providing services
for over one thousand employers nationwide.

Schwab Retirement Plan Services, Inc. provides the recordkeeping, accounting
and toll free telephone exchange features of the Plan.

Schwab Retirement Plan Services, Inc. will also assist us in preparing
reporting forms that are filed each year with the Internal Revenue Service
and the Department of Labor. These government agencies monitor the operation
of all retirement plans.

If the Plan becomes top heavy, certain non-key employees will be provided
with a minimum contribution. The Plan Administrator will notify you if the
Plan is or else ever becomes top heavy.

Your benefits are not guaranteed by the Pension Benefit Guaranty Corporation
(PBGC). Benefits are not guaranteed because only certain defined benefit
pension plans are eligible for PBGC coverage. This Plan is a defined
contribution plan. That means your benefits from this Plan are based on the
value of your account balance.

As a general rule, your account may not be used as collateral, given away or
attached by your creditors. There is an exception, however, that permits a
court to order the Plan Administrator to recognize your obligations as a
result of court ordered child or spousal support or alimony payments. If
such a domestic relations order is received by the Plan Administrator, all or
a portion of your account may be used to satisfy the obligation.

The Company intends to maintain the Plan indefinitely. However, it is always
possible that something could happen to make it necessary for the Company to
terminate the Plan. If this happens, all Participants will automatically
become fully vested and entitled to their total account balance under the
Plan.

The Company may amend the Plan at any time provided that the amendment will
not either (a) cause assets of the Plan to be used for purposes other than
the exclusive benefit of Participants and their beneficiaries, or (b) cause
any reduction in the amount credited to your account balance.

In order to terminate or amend the Plan, the Board of Directors of the
Company must resolve to do so and advise you in writing of such resolution.
Unless otherwise required by law, any such written notice shall be provided
to you subsequent to the effective date of any such termination or amendment.

YOUR RIGHTS UNDER ERISA

As a Participant in the Plan you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974
("ERISA"). ERISA provides that all Plan Participants shall be entitled to:

(a) Examine, without charge, at the Plan Administrator's office and at other
specified locations such as worksites and union halls, all Plan documents,
including insurance contracts, collective bargaining agreements and copies of
all documents filed by the

<PAGE>

Plan with the U.S. Department of Labor, such as detailed annual reports and
Plan descriptions. In addition, a list of any other employers who have
adopted this plan and their IRS Identification Numbers is available on
request.

(b) Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Plan Administrator may make a
reasonable charge for copies.

(c) Receive a summary of the Plan's annual financial report. The Plan
Administrator is required by law to furnish each Participant with a copy of
this summary annual report.

(d) Obtain a statement telling you what your benefits would be at Normal
Retirement Age if you stop working under the Plan now. THIS STATEMENT MUST
BE REQUESTED IN WRITING AND IS NOT REQUIRED TO BE GIVEN MORE THAN ONCE A
YEAR. The Plan will provide this statement free of charge.

In addition to creating rights for Plan Participants, ERISA imposes duties
upon the people who are responsible for the operation of the employee benefit
plan. The people who operate your Plan, called "fiduciaries" of the Plan,
have a duty to do so prudently and in the interest of you and other Plan
Participants and beneficiaries. No one, including your Employer, your union,
or any other person, may fire you or otherwise discriminate against you in
any way to prevent you from obtaining a benefit or exercising your rights
under ERISA.

If your claim for benefit is denied in whole or in part You must receive a
written explanation of the reason for the denial. You have the right to have
the Plan Administrator review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For
instance, if ;you request materials from the Plan Administrator and do not
receive them within 30 days, you may file suit in a federal court. In such a
case, the court may require the Plan Administrator to provide the materials
and pay you up to $100 a day until you receive the materials, unless the
materials were not sent because of reasons beyond the control of the Plan
Administrator. If you have a claim for benefits which is denied or ignored,
in whole or in part, you may file suit in a state or federal court.

If it should happen that Plan fiduciaries misuse the Plan's money, or if you
are discriminated against for asserting your rights, you may seek assistance
from the U.S. Department of Labor, or you may file suit in a federal court.
The court will decide who should pay court costs and legal fees. If you are
successful, the court may order the person you have sued to pay these costs
and fees. If you lose, the court may order you to pay these costs and fees
if, for example, it finds your claim is frivolous. If you have any questions
about your Plan, you should contact the Plan Administrator. If ;you have any
questions about this statement or about your rights under ERISA, you should
contact the nearest Area Office of the U.S. Labor-Management Services
Administration, Department of Labor.

CLAIMS PROCESS

Benefits will be paid to Participants and their beneficiaries without the
necessity of formal claims. You or your beneficiaries may make a request for
any Plan benefits to which you believe you are entitled. Any such request
should be in writing and should be made to the Plan Administrator.

Your request for Plan benefits will be considered a claim for Plan benefits,
and it will be subject to a full and fair review. Claims for benefits that
are insured will be reviewed in accordance with procedures contained in the
insurance contracts and policies. If a claim under the Plan is denied in
whole or in part, you or your beneficiary will receive written notification.
The notification will include the reasons for the denial, with reference to
the specific provisions of the Plan on which the denial was based, a
description of any additional information needed to correct the claim, and an
explanation of the claims review procedure. If we fail to respond within 90
days, your claim is treated as denied.

You or your beneficiary may file a written request for review of the claim to
the Plan Administrator. ANY REQUEST FOR REVIEW OF A DENIED CLAIM MUST BE
FILED WITHIN 60 DAYS AFTER YOU RECEIVE THE WRITTEN NOTICE OF DENIAL OF YOUR
CLAIM.

Any such request should be accompanied by documents or records in support of
your appeal. You or your beneficiary may review pertinent documents and
submit issues and comments in writing. The Plan Administrator will review
the claim and provide, within 60 days, a written response to the appeal.
(This period may be extended an additional 60 days under certain
circumstances.) In this response, the Plan Administrator will explain the
reason for the decision, with specific reference to the provisions of the
Plan on which the decision was based. The Plan Administrator has the
exclusive right to interpret the appropriate Plan provisions. Decisions of
the Plan Administrator are conclusive and binding.

<PAGE>

OTHER IMPORTANT INFORMATION

Plan Sponsor & C-Cube Microsystems Inc.
Plan Administrator: 1778 McCarthy Boulevard
Milpitas, CA 95035
(408) 944-6300

Sponsor's IRS Number: 77-0192108

(The Plan Administrator keeps the records for the Plan and is responsible for
the administration of the Plan.)

Participating Employer: DiviCom, Inc.
1708 McCarthy Boulevard
Milpitas, CA 95035
(408) 944-6700
94-3177715

Plan Number: 001

Plan Year: January 1 to December 31

Trustee: The Charles Schwab Trust Company
One Montgomery Street
7th Floor
San Francisco, CA 94104
(415) 403-4519

(The Plan's Trustee has been designated to hold and invest Plan assets in a
trust fund for the benefit of you and other Plan Participants. This trust
fund will be the funding medium used for the accumulation of assets from
which benefits will be distributed.)

Service of Legal Process: Plan Administrator

(Service of legal process may also be made upon the Trustee or Plan Sponsor.)

Summary Plan Description Dated: December 9, 1996

<PAGE>

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement
of C-Cube Microsystems Inc. on Form S-8 of our reports dated January 17, 1996
appearing in the Annual Report on Form 10-K of C-Cube Microsystems Inc. for the
year ended December 31, 1995.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

San Jose, California
January 14, 1997

<PAGE>

EXHIBIT 23.2

January 13, 1997

C-Cube Microsystems Inc.
1778 McCarthy Blvd.
Milpitas, CA 95035

RE: CONSENT OF WILSON SONSINI GOODRICH & ROSATI, P.C.

Gentlemen:

We consent to the use of our name wherever appearing in the Registration
Statement, including any Prospectus constituting a part thereof, and any
amendments thereto.

Very truly yours,

WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation

/s/ Wilson, Sonsini, Goodrich & Rosati

<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alexandre Balkanski and James G.
Burke, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

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

Signature Title Date
- -------------------------- --------------------------------- --------------

/S/ DONALD VALENTINE Chairman of the Board January 13, 1997
- -------------------------
Donald Valentine

/S/ ALEXANDRE BALKANSKI President, Chief Executive Officer,
- ------------------------ and Director (PRINCIPAL EXECUTIVE
Alexandre Balkanski OFFICER) January 13, 1997

Vice President of Finance and
/S/ JAMES G. BURKE Administration, Chief Financial January 13, 1997
- -------------------------- Officer and Secretary (PRINCIPAL
James G. Burke FINANCIAL AND ACCOUNTING OFFICER)

/S/ WILLIAM O'MEARA Director January 13, 1997
- --------------------------
William O'Meara

/S/ BARYN FUTA Director January 13, 1997
- --------------------------
Baryn Futa

/S/ T. J. RODGERS Director January 13, 1997
- --------------------------
T. J. Rodgers

Director
- --------------------------
Gregorio Reyes