1
EXHIBIT 10.1.1

NATIONAL CONVENIENCE STORES INCORPORATED

PROFIT SHARING PLAN AND TRUST

as Amended and Restated

December 16, 1993

2
NATIONAL CONVENIENCE STORES INCORPORATED
PROFIT SHARING PLAN AND TRUST
as Amended and Restated

TABLE OF CONTENTS

ARTICLE I.

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-

1.1 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
1.2 Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
1.3 Actual Contribution Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
1.4 Actual Deferral Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
1.5 Administrative Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
1.6 Affiliated Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
1.7 After-Tax Employee Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
1.8 Aggregate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
1.9 Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
1.10 Authorized Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
1.11 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
1.12 Break-in-Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
1.13 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
1.14 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
1.15 Considered Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
1.16 Deferral Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
1.17 Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
1.18 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
1.19 Eligible Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
1.20 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -12-
1.21 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -12-
1.22 Employer Matching Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -12-
1.23 Employer Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -12-
1.24 Employer Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -12-
1.25 Entry Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
1.26 Excess Aggregate Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
1.27 Excess Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
1.28 Family Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
1.29 Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
1.30 Highly Compensated Eligible Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
1.31 Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
1.32 Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
1.33 Marketable Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
1.34 Net Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
1.35 Non-Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
1.36 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
1.37 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
1.38 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
1.39 Qualified Nonelective Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
1.40 Qualifying Employer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
1.41 Retired Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
1.42 Signatory Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
1.43 Total Permanent Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
1.44 Transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
1.45 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
1.46 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-

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1.47 Trustee -22-
1.48 Year of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-

ARTICLE II.

Employees Entitled to Participate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-

2.1 Eligibility to Participate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
2.2 Participation Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
2.3 Participation and Service Upon Reemployment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
2.4 Full Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
2.5 Transferred Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
2.6 Certification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
2.7 Notice to Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-

ARTICLE III.

Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-

3.1 Deferral Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
3.2 Employer Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
3.3 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-
3.4 After-Tax Employee Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-
3.5 Actual Deferral Percentage Test . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -32-
3.6 Actual Contribution Percentage Test . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -35-
3.7 Excess Deferral Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
3.8 Time of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -40-
3.9 Committee to Prescribe Rules Governing Deferral Contributions and After-Tax Employee Contributions . . . . -41-
3.10 Prohibition Against Reversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -41-
3.11 No Limitation Based on Net Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -41-
3.12 Other Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -42-

ARTICLE IV.

Allocation to Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-

4.1 Certification by the Signatory Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
4.2 Separate Account Maintained for Each Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
4.3 Transfer and Allocation of After-Tax Employee Contributions and Deferral Contributions to Participants'
Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
4.4 Allocation of Employer Matching Contributions to Participants' Accounts . . . . . . . . . . . . . . . . . -44-
4.5 Allocation of Employer Contribution to Participants' Accounts . . . . . . . . . . . . . . . . . . . . . . -44-
4.6 Quarterly Allocation of Trust Fund Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -47-
4.7 Quarterly Valuation of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -48-
4.8 Special Allocation Upon Termination, Partial Termination, or Complete Discontinuance of Employer Matching
Contributions and Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -48-
4.9 Entry of Adjustments to Each Participant's Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . -49-

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4.10 Rights in Trust Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -49-
4.11 Application of Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -50-

ARTICLE V.

Limitations on Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -50-

5.1 Limitation Under this Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -50-
5.2 Limitation in Event of Participant's Participation in Defined Benefit Plan and Defined Contribution Plan . -50-
5.3 Disposition of Excessive Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -52-
5.4 Combining of Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
5.5 Transition Fraction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -54-
5.6 Right of Reversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -54-

ARTICLE VI.

Retirement and Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-

6.1 Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-
6.2 Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-

ARTICLE VII.

Vesting of Participants' Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-

7.1 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
7.2 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
7.3 Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -58-
7.4 Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -58-
7.5 Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -58-
7.6 Disposition of Unvested Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -61-
7.7 Circumstances Rendering Vesting Schedule Inapplicable . . . . . . . . . . . . . . . . . . . . . . . . . . -62-
7.8 Hardship Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
7.9 Distribution of After-Tax Employee Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -66-
7.10 Missing Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -67-

ARTICLE VIII.

Claims for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -68-

8.1 Application for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -68-
8.2 Processing of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -68-
8.3 Notification to Claimant of Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -69-
8.4 Review Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -69-
8.5 Decision on Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -70-
8.6 Disputed Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -70-

ARTICLE IX.

Distributions from Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -71-

9.1 Occasions for Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -71-

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9.2 Special Prohibition Against Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -71-
9.3 Manner of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -73-
9.4 Time of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -73-
9.5 Mandatory Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -74-
9.6 Distribution to Minors or Persons under Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . -75-
9.7 Community Property Interests - Interest of Spouse of Participant in the Event of Divorce . . . . . . . . . -76-
9.8 Incorporation of Revenue Procedure 93-12 Model Amendment . . . . . . . . . . . . . . . . . . . . . . . . . -77-

ARTICLE X.

Top Heavy Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -78-

10.1 Determination of Top Heavy Plan Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -78-
10.2 Determination of Super Top Heavy Plan Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -79-
10.3 Aggregate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -79-
10.4 Aggregation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -80-
10.5 Top Heavy Plan Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -81-
10.6 Allocations to Non-Key Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -82-

ARTICLE XI.

Other Qualified Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -84-

11.1 Transfers from Other Qualified Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -84-
11.2 Transfers to Other Qualified Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -84-

ARTICLE XII.

Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -85-

12.1 Appointment, Resignation and Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -85-
12.2 Rights, Powers and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -85-
12.3 Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -86-
12.4 Annual Audit of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -87-
12.5 Chairman and Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -88-
12.6 Quorum and Voting Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -88-
12.7 Limitation on Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -88-
12.8 Delegation of Rights, Powers and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -89-
12.9 Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -89-
12.10 Compensation and Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -89-
12.11 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -90-
12.12 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -90-
12.13 Reporting and Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -91-
12.14 Statement to Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -91-
12.15 Signatory Company to Supply Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -92-

ARTICLE XIII.

Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -92-

13.1 Acceptance and Holding of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -92-
13.2 Responsibility for Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -93-

-iv-

13.3 Resolutions of Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -94-
13.4 Judicial Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -94-
13.5 Dealings with Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -94-
13.6 Annual Accounting by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -95-
13.7 Preparation of Statement to Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -96-
13.8 Resignation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -96-
13.9 Removal of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -96-
13.10 Appointment of Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -97-
13.11 Trustee's Compensation and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -97-
13.12 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -98-
13.13 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -99-
13.14 Voting and Exchange Offerings with Respect to Employer Stock . . . . . . . . . . . . . . . . . . . . . . -99-

ARTICLE XIV.

Investment Powers of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -101-

14.1 Standards; Prudent Man Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -101-
14.2 Appointment of Investment Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -102-
14.3 Powers of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -102-
14.4 Prohibited Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -106-
14.5 Investment of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -108-

ARTICLE XV.

No Loans to Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -109-

ARTICLE XVI.

Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -109-

16.1 Amendment - General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -109-
16.2 Amendments Necessary to Comply with Intentions of Signatory Companies . . . . . . . . . . . . . . . . . . -111-
16.3 Termination with Respect to Signatory Company Without Establishment of a Successor Plan . . . . . . . . . -111-
16.4 Continuation of Plan and Trust by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -112-

ARTICLE XVII.

Continuance of Plan by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -113-

17.1 Adoption of Plan by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -113-

ARTICLE XVIII.

Merger of Plan or Transfer of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -113-

18.1 Transfer, Consolidation or Merger with Another Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . -113-

-v-

ARTICLE XIX.

Adoption of Plan by a Signatory Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -114-

19.1 Method of Adoption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -114-
19.2 Withdrawal from the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -114-

ARTICLE XX.

Recovery of Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -115-

20.1 Initial Approval By Internal Revenue Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -115-
20.2 Conditioned on Deductibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -116-

ARTICLE XXI.

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -117-

21.1 Plan is a Voluntary Undertaking by the Signatory Company . . . . . . . . . . . . . . . . . . . . . . . . . -117-
21.2 Benefit Provided Solely by the Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -117-
21.3 Nonalienation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -117-
21.4 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -118-
21.5 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -119-
21.6 Reference to Code or Act Sections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -119-
21.7 Binding Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -119-
21.8 No Joint Venture Implied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -119-
21.9 Copies of Plan Available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -120-
21.10 Titles and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -120-
21.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -120-
21.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -120-
21.13 Agent for Service of Legal Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -120-
21.14 Withholding; Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -121-
21.15 Single Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -122-

-vi-

8
NATIONAL CONVENIENCE STORES INCORPORATED

PROFIT SHARING PLAN AND TRUST
as Amended and Restated

THIS TWENTIETH AMENDMENT AND RESTATEMENT of the NATIONAL CONVENIENCE
STORES INCORPORATED PROFIT SHARING PLAN AND TRUST (generally the "Plan and
Trust") is hereby made by National Convenience Stores Incorporated (the
"Company").
W I T N E S S E T H:

The Company and Cullen Center Bank and Trust entered into the Profit
Sharing Plan and Trust Agreements, effective July 1, 1968, creating the
National Convenience Stores Incorporated Profit Sharing Plan and Separate Trust
Agreement. The Plan and Trust have been amended nineteen (19) times with the
Fourth Amendment consolidating the Profit Sharing Plan and Trust Agreement,
with the effective date of the First and Second Amendments being July 1, 1968,
the effective date of the Third and Fourth and Fifth Amendments being July 1,
1976, the effective date of the Sixth Amendment being July 1, 1977, the
effective date of the Seventh Amendment being July 1, 1978, the effective date
of the Eighth and Ninth Amendments being July 1, 1981, the effective date of
the Tenth Amendment being July 1, 1982, the effective date of the Eleventh
Amendment, substituting Texas Commerce Bank as Trustee, being January 1, 1985,
the effective date of the Twelfth Amendment being January 1, 1985, the
effective date of Thirteenth Amendment being January 1, 1985, the effective
date of the fourteenth Amendment being July 1, 1985, the effective date of the
Fifteenth Amendment being July 1, 1986, the effective date of the Sixteenth
Amendment being July 1, 1987, the effective date of the Seventeenth
9

Amendment being generally July 1, 1987, the effective date of the Eighteenth
Amendment being September 30, 1991, and the effective date of the Nineteenth
Amendment being July 1, 1993.

WHEREAS, the Company desires to continue the Plan and Trust
(notwithstanding any proceeding of the Company under Title 11 of the United
States Code and any corporate transactions involving the Company in connection
therewith); and

WHEREAS, the Company, through the action of its board of Directors
(the "Board of Directors"), in order to continue the tax qualification and
exemption of the Plan and Trust under Section 401(a) and Section 501(a) of the
Internal Revenue Code of 1986, as amended, and in order to make certain other
changes to the Plan and Trust, wishes to amend and restate the Plan and Trust,
generally effective July 1, 1989 (except where otherwise provided in this Plan
and Trust);

This document contains the provisions of the Plan and Trust as amended
effective generally January 1, 1989 except as otherwise indicated. Unless
expressly stated otherwise herein, each amended provision will be applicable
only with respect to persons in employment status on the indicated effective
date of the particular amended provision in question. The rights (if any) of
all other persons will be determined by the provisions of the Plan and Trust as
previously in effect, except as may otherwise be specifically provided hereby
or by future amendments to the Plan and Trust.

NOW, THEREFORE, pursuant to the provisions of Article XIII of the Plan
and Trust, which permits the Company to amend the Plan and Trust, the Plan and
Trust is hereby expressly continued and is hereby amended and restated as
follows:

-2-

ARTICLE I.

Definitions

Unless the context reasonably requires a broader, narrower or
different meaning, as used herein the following words and phrases shall have
the meanings set forth below:

1.1 "Account" means, with respect to a Member, the ledger account
showing such Member's interest in the Trust Fund.

1.2 "Act" means the Employee Retirement Income Security Act of
1974, as amended.

1.3 "Actual Contribution Percentage" means, with respect to a
specified group of Eligible Employees, the average of the ratios (expressed as
a percentage, rounded to the nearest one-hundredth percent) calculated
separately for each Eligible Employee in such group of:

(a) the sum of the following contributions paid under the
Plan on behalf of each such Eligible Employee for such Plan Year

(i) Employer Matching Contributions or any other
matching contributions that are not Qualified Nonelective
Contributions;

(ii) any After-Tax Employee Contributions
(including any Excess Contributions that are recharacterized
pursuant to the provisions of Article III, Section 3.5 of the
Plan);

(iii) Qualified Nonelective Contributions
specifically designated for this purpose; and

(iv) Deferral Contributions specifically
designated for this purpose;

(b) the Eligible Employee's Considered Compensation for
such Plan Year.

-3-

For purposes of subsection (a)(i) above, "matching contribution" shall mean (I)
any Employer contribution made to the Plan on behalf of an Eligible Employee on
account of an After-Tax Employee Contribution made by such employee, (II) any
Employer contribution made to the Plan on behalf of an Eligible Employee on
account of such Employee's Deferral Contribution, and (III) any forfeitures
allocated on the basis of After-Tax Employee Contributions, Deferral
Contributions or matching contributions.

With respect to any Highly Compensated Eligible Employee who is
eligible to participate in two or more plans of the Company or an Affiliated
Company to which matching contributions, employee contributions or both are
made, all such contributions on behalf of such Highly Compensated Eligible
Employee must be aggregated for purposes of determining such Employee's Actual
Contribution Percentage.

1.4 "Actual Deferral Percentage" means, with respect to a
specified group of Eligible Employees for each Plan Year, the average of the
ratios (expressed as a percentage, rounded off to the nearest one-hundredth
percent) calculated separately for each Eligible Employee in such group of:

(a) the amount of Deferral Contributions (including any
Excess Deferrals as defined in Article III, Section 3.7 of the Plan
and paid under the Plan), and any Qualified Nonelective Contributions
on behalf of each such Eligible Employee for such Plan Year;

(b) the Eligible Employee's Considered Compensation for
such Plan Year.

With respect to any Highly Compensated Eligible Employee who participates in
two or more cash or deferred arrangements of the

-4-

Company or Affiliated Company, this ratio shall be calculated by treating all
such cash or deferred arrangements as one cash or deferred arrangement. The
actual deferral ratio of an Eligible Employee, with respect to whom neither a
Deferral Contribution nor a Qualified Nonelective Contribution is made, is zero.

For the purpose of determining the Actual Deferral Percentage of a
Highly Compensated Eligible Employee who is subject to the family aggregation
rules of Code Section 414(q)(6) because such Member is either a "five percent
owner" of the Company or one of the ten (10) Highly Compensated Eligible
Employees paid the greatest amount of compensation (as defined under Code
Section 415) during the Plan Year, the following shall apply:

(1) The combined Actual Deferral Percentage for the
family group (which shall be treated as one Highly Compensated
Eligible Employee) shall be the greater of: (i) the Actual Deferral
Percentage determined by aggregating elective contributions,
compensation (as defined in Code Section 414(s)), and amounts treated
as elective contributions of all eligible Family Members who are Highly
Compensated Eligible Employees without regard to family aggregation;
and (ii) the Actual Deferral Percentage determined by aggregating
elective contributions, compensation (as defined in Code Section
414(s)), and amounts treated as elective contributions of all eligible
Family Members (including Highly Compensated Eligible Employees).
However, in applying the $200,000 limit to compensation (as defined in
Code Section 414(s)), Family Members shall include only the affected
Employee's spouse and any lineal descendants who have not attained age
nineteen (19) before the close of the Plan Year.

(2) Elective contributions, compensation (as defined in
Code Section 414(s)), and amounts treated as elective contributions of
all Family Members shall be disregarded for purposes of determining
the Actual Deferral Percentage of the non-Highly Compensated Eligible
Employee group except to the extent taken into account in paragraph
(1) above.

(3) If an employee is required to be aggregated as a
member of more than one family group in a plan, all

-5-

13
Eligible Employees who are members of those family groups that include
the employee are aggregated as one family group in accordance with
paragraphs (1) and (2) above.

(4) Except as provided in paragraph (1) above, "Family
Member" means, with respect to an affected Member, such Member's
spouse, such Member's lineal descendants and ascendants and their
spouses, as described in Code Section 414(q)(6)(B).

Paragraphs (1) through (4) above shall be administered in accordance with
Treas. Reg. Section 1.401(k)-1(g)(3)(C) or its successor.

Qualified Nonelective Contributions and Employer Matching
Contributions may be treated as Deferral Contributions for purposes of
determining a Member's Actual Deferral Percentage only if such Qualified
Nonelective Contributions and Employer Matching Contributions (1) are
nonforfeitable when made, and (2) are subject to the same distribution
restrictions that apply to Deferral Contributions, without regard to whether
they are actually taken into account as Deferral Contributions for such
purpose. Qualified Nonelective Contributions and/or Employer Matching
Contributions may be treated as Deferral Contributions only if the conditions
described in Treas. Reg. Section 1.401(k)-1(b)(5) or its successor are
satisfied.

1.5 "Administrative Committee" means the committee appointed by
the Company to administer the Plan and shall generally be referred to
hereinafter as the "Committee."

1.6 "Affiliated Company" means a corporation which would be a
subsidiary in the Company's "parent-subsidiary controlled group" within the
meaning of Section 1563(a)(1) of the Code except that "more than 50 percent"
shall be substituted for "at least 80 percent" each time therein.

-6-

1.7 "After-Tax Employee Contribution" means the amount each
Participant elects to have the Signatory Company pay to the Trustee on behalf
of such Participant pursuant to Article III, Section 3.4 of this Plan.

1.8 "Aggregate Account" means, with respect to each Member, the
value of the Account maintained on behalf of such Member, including all amounts
attributable to Deferral Contributions, Employer Contributions, Employer
Matching Contributions and any After-Tax Employee Contributions.

1.9 "Annual Additions" means the sum credited to a Member's
Account for any "limitation year" of (1) Employer contributions, (2) employee
contributions as determined under Sections 415(c)(2), 415(l) and 419A(d)(2) of
the Code, (3) forfeitures, if any, (4) amounts allocated, after March 31, 1984,
to an individual medical account as defined in Section 415(l)(1) of the Code
which is part of a pension or annuity plan maintained by the Employer and (5)
amounts derived from contributions paid or accrued after December 31, 1985, in
taxable years ending after such date, which are attributable to post-retirement
medical benefits allocated to the separate account of a key employee (as
defined in Section 419A(d)(3) of the Code) under a welfare benefit plan (as
defined in Section 419(e) of the Code) maintained by the Employer. The
percentage limitation referred to in Article V, Section 5.1(b) hereof shall
not apply to: (1) any contribution for medical benefits (within the meaning
of Section 419A(f)(2) of the Code) after separation from service which is
otherwise treated as an

-7-

"Annual Addition", or (2) any amount otherwise treated as an "Annual Addition"
under Section 415(l)(1) of the Code.

1.10 "Authorized Leave of Absence" means the following periods of
absence with respect to which the Employee is not treated by his Employer as
having terminated employment, but for which the Employee is no longer on the
payroll of the Employer and does not receive Considered Compensation:

(a) Absence due to accident, sickness or pregnancy as
long as the Employee is continued on the employment rolls of the
Signatory Company and remains eligible to return to work upon his
recovery;

(b) Absence due to membership in the armed forces of the
United States (but if such absence is not pursuant to orders issued by
the armed forces of the United States, only if with the consent of the
Signatory Company) provided that each such Employee shall apply for
reinstatement in the employment of the Signatory Company within ninety
(90) days after honorable discharge or after release to inactive duty,
as the case may be; or

(c) Absence due to an approved leave of absence granted
by a Signatory Company pursuant to established practices applied in a
consistent and nondiscriminatory manner, provided each such Employee
shall, prior to the expiration of such leave of absence, apply for
reinstatement in the employment of the Signatory Company.

1.11 "Beneficiary" or "Beneficiaries" means such natural person or
persons, or trustee of a trust for the benefit of a natural person or persons,
as may be determined pursuant to the provisions of Article VI, Section 6.2
hereof. For purposes of determining whether the Plan is a Top Heavy Plan, a
Beneficiary of a deceased Member shall be considered as either a Key Employee
or a Non-Key Employee, depending upon whether such deceased Member was
classified as a Key Employee or Non-Key Employee.

1.12 "Break-in-Service" with respect to an Employee means any Plan
Year during which such Employee completes five hundred (500)

-8-

or fewer Hours of Service. Solely for the purpose of determining whether a
Member has incurred a one-year Break-in- Service, Hours of Service shall be
recognized for "maternity and paternity leaves of absence." A "maternity or
paternity leave of absence" shall mean an absence from work for any period by
reason of the Employee's pregnancy, birth of the Employee's child, placement of
a child with the Employee in connection with the adoption of such child, or any
absence for the purpose of caring for such child for a period immediately
following such birth or placement. For this purpose, Hours of Service shall be
credited for the computation period in which the absence from work begins, only
if credit therefore is necessary to prevent the Employee from incurring a
one-year Break-in-Service, or, in any other case, in the immediately following
computation period. The Hours of Service credited for a "maternity or paternity
leave of absence" shall be those which would normally have been credited but for
such absence, or, in any case in which the Committee is unable to determine such
hours normally credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed Five Hundred One (501). No Hours of Service will be credited
for a "maternity or paternity leave of absence" unless the Employee furnishes to
the Committee such timely information as it may reasonably require to
substantiate the length and nature of such absence.

Notwithstanding the foregoing, the severance from service date of an
employee who is absent from service beyond the first anniversary of the first
date of absence by reason of a maternity

-9-

17
or paternity absence described in Section 410(a)(5)(E)(i) or Section
411(a)(6)(E)(i) of the Code is the second anniversary of the first date of such
absence. The period between the first and second anniversaries of the first
date of absence from work is neither a period of service nor a period of
severance.

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

1.14 "Committee" means the Administrative Committee.

1.15 "Considered Compensation" means, as to each Eligible Employee,
all compensation otherwise paid by the Signatory Company during the Plan Year
to the Eligible Employee following the Entry Date on which such Eligible
Employee first became eligible for participation in the Plan under Section 1.19
of this Article I, including regular salary, hourly base pay, overtime pay, any
bonuses and Deferral Contributions under this Plan and similar pre-tax employee
contributions under the Company's Code Section 125 Plan, but excluding any
Employer Contributions or any Employer Matching Contributions under this Plan.

For purposes of Article V of the Plan, Considered Compensation shall
not include the following:

(a) Employer contributions to a plan of deferred
compensation which are not included in the Employee's gross income for
the taxable year in which contributed or employer contributions under
a simplified employee pension plan to the extent such contributions
are deductible by the Employee, or any distributions from a plan of
deferred compensation;

(b) Amounts realized from the exercise of a nonqualified
stock option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer subject to
a substantial risk of forfeiture;

-10-

(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity described in
Section 403(b) of the Code (whether or not the amounts are actually
excludable from the gross income of the Employee).

Considered Compensation shall be limited to two hundred thousand dollars
($200,000) or such greater amount as may be determined pursuant to Section
416(d) or Section 401(a)(17) of the Code. Beginning with the Plan Year ending
June 30, 1995, "$150,000" shall replace "$200,000" in the preceding sentence.
In determining an Employee's Considered Compensation the rules of Section
414(q)(6) of the Code shall apply, except that the term "family" as used
therein shall include only the Employee's spouse and any of the Employee's
lineal descendants who have not attained age nineteen (19) on or before the
last day of the Plan Year.

1.16 "Deferral Contribution" means the amount each Member elects to
have the Signatory Company pay to the Trustee on behalf of such Member pursuant
to Article III, Section 3.1 of this Plan.

1.17 "Determination Date" means, with respect to any Plan Year, (a)
the last day of the preceding Plan Year, or (b) in the case of the first Plan
Year, the last day of such Plan Year.

1.18 "Effective Date" of this Twentieth Amendment and Restatement
of the Plan generally is July 1, 1989, except as otherwise set forth in this
Plan, including Appendix A hereto.

1.19 "Eligible Employee" means an Employee who has satisfied the
eligibility requirements of Article II, Section 2.1. and attained his Entry
Date.

-11-
19

1.20 "Employee" means any person who is now or shall hereafter
become employed by a Signatory Company but excluding independent contractors,
self-employed persons or employees who are nonresident aliens deriving no
earned income (constituting income earned from sources within the United
States) from a Signatory Company.

1.21 "Employer" means the Company and any Signatory Company or
Affiliated Company, and shall include all trades and businesses, whether or not
incorporated, which are either under common control as determined under
Sections 414(b) and 414(c) of the Code or an affiliated service group as
determined under Section 414(m) of the Code, and any other entity required to
be aggregated pursuant to the regulations under Section 414(o) of the Code.

1.22 "Employer Matching Contribution" and "Employer Contribution"
means the amount contributed (if any) by the respective Signatory Companies on
behalf of each Member which is equal to a percentage of such Member's Deferral
Contribution and Considered Compensation, respectively. Any Employer Matching
Contribution or Employer Contribution intended to qualify under Section 401(k)
of the Code and intended to be included in the calculation of the Actual
Deferral Percentage shall also be designated as a Qualified Nonelective
Contribution.

1.23 "Employer Real Property" means real property (and related
personal property) which is leased to a Signatory Company or to an Affiliated
Company of any such Signatory Company.

1.24 "Employer Stock" means an equity security (preferred or
common, voting or nonvoting) issued by a Signatory Company or by an Affiliated
Company of any such Signatory Company.

-12-
20

1.25 "Entry Dates" for each Plan Year are July 1, October 1,
January 1 and April 1 of such Plan Year.

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

(a) the aggregate amount of the After-Tax Employee
Contributions and Employer Matching Contributions that are not
designated as Qualified Nonelective Contributions (and any qualified
nonelective contribution or elective contribution such as a Deferral
Contribution which are taken into account in computing the Actual
Contribution Percentage) actually made on behalf of Highly Compensated
Eligible Employees for such Plan Year, over

(b) the maximum amount of contributions permitted under
the Actual Contribution Percentage Test for such Plan Year, as
determined under the provisions of Article III, Section 3.6 hereof.

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

(a) the sum of the Deferral Contributions and Qualified
Nonelective Contributions made on behalf of Highly Compensated
Eligible Employees for such Plan year, over

(b) the maximum amount of contributions permitted under
the Actual Deferral Percentage test for such Plan Year, as determined
under the provisions of Article III, Section 3.5 hereof.

1.28 "Family Member", unless defined differently elsewhere in this
Plan, means with respect to an affected Member such Member's lineal descendants
and ascendants and their spouses, as described in Code Section 414(q)(6)(B).

1.29 "Forfeiture" means the nonvested portion of a Member's Account
which is forfeited under Article VII of the Plan generally because of
termination of employment before full vesting.

1.30 "Highly Compensated Eligible Employee" means an Employee
described in Section 414(q) of the Code and generally means an

-13-

Eligible Employee who performed services for the Employer during the
"determination year" and is in one or more of the following groups:

(a) during the "determination year" or "look-back year"
was a five-percent owner of the Employer, as defined in Section 416 of
the Code and the regulations issued thereunder;

(b) received compensation during the "look-back year"
from the Employer in excess of $75,000 (or such other amount in effect
under Section 414(q)(1)(B) of the Code);

(c) received compensation during the "look-back year"
from the Employer in excess of $50,000 (or such other amount in effect
under Section 414(q)(1)(C) of the Code) and was in the top-paid group
of employees for such Plan Year. An Employee is in the "top-paid
group" of employees for any Plan Year if such Employee is in the group
consisting of the top twenty percent (20%) of Employees when
ranked on the basis of compensation paid during such Plan Year. For
purposes of determining the "top-paid group" of Employees for any Plan
Year, Section 414(q)(8) of the Code and Q & A 9(b) of Treas. Reg.
Section 1.414(q)-1T shall apply to exclude certain employees; or

(d) was during the "look-back year" an officer of the
Employer (as defined in Section 416 of the Code and the regulations
issued thereunder) and received compensation greater than fifty
percent (50%) of the limit in effect under Section 415(b)(1)(A) for
such Plan Year. Notwithstanding the preceding sentence, for purposes
of this subsection (d) the following rules shall apply:

(1) the number of officers taken into account
for any year shall not exceed the lesser of

(A) fifty (50) employees; or

(B) the greater of three (3) employees
or ten percent (10%) of employees; and

(2) if no officer of the Employer received
compensation greater than fifty percent (50%) of the amount in
effect under Section 415(b)(1)(A) of the Code for such Plan
Year, then the highest paid officer of the Employer shall be
treated as having received such amount of compensation; and

-14-
22

(3) for the purpose of determining the number of
officers, Employees described in Section 414(q)(8) of the Code
shall be excluded, but such Employees shall still be
considered for the purpose of identifying the particular
Employees who are officers.

(e) was in the group consisting of the one hundred (100)
Eligible Employees paid the greatest compensation during the
"determination year" and would also be described in (b), (c) or (d)
above, after modifying these paragraphs by substituting "determination
year" for "look-back year."

The "determination year" shall be the Plan Year for which testing is being
performed, and the "look-back year" shall be the immediately preceding
twelve-month period or (if the Employer elects pursuant to Q & A 14 of Treas.
Reg. Section 1.414(q)-1T) the calendar ending with or within the determination
year. For purposes of this Section 1.30, "compensation" shall be defined under
Section 414(q)(7) of the Code and the regulations thereunder and shall mean
compensation under Section 415(c)(3) of the Code and regulations thereunder
which is actually paid and shall include amounts that would otherwise be
excluded from gross income under Sections 125, 402(a)(8), 402(h)(1)(B) and
403(b) of the Code.

There will be attributed to any five percent (5%) owner or any of the
ten (10) most highly compensated Eligible Employees any compensation paid to,
contributions made by or on behalf of, or benefits provided for any family
member of such five percent (5%) owner or highly compensated Eligible Employee,
pursuant to Section 414(q)(6) of the Code and the regulations thereunder.
"Family Member" for purposes of the preceding sentence means the spouse and the
lineal ascendants and descendants (and spouses of such ascendants and
descendants) of any employee or former employee. A

-15-

former employee shall be treated as a Highly Compensated Eligible Employee if
such former employee was a Highly Compensated Eligible Employee as defined
herein at the time he separated from service or at any time after attaining age
fifty-five (55). Except as provided by Section 416(i)(1)(C) of the Code and the
regulations thereunder, an Employee's status as a Highly Compensated Eligible
Employee is to be determined by reference to the controlled group of
corporations as provided in Section 414(b) of the Code, and employers aggregated
under Sections 414(b), (c), (m) or (o) are treated as a single employer.

Notwithstanding the preceding paragraph, an Employee who was not a
Highly Compensated Eligible Employee, as defined in subsections (b), (c) or
(d), for the immediately preceding Plan Year shall not be treated as a Highly
Compensated Eligible Employee, as defined in subsections (b), (c) or (d), for
the current Plan Year unless such Employee is a member of the group consisting
of the one hundred (100) Employees paid the highest Considered Compensation
during the current Plan Year.

1.31 "Hour of Service" means a time of service determined under
regulations prescribed by the Secretary of Labor. For purposes of this
determination, "Hours of Service" shall include each hour for which an Employee
is directly or indirectly paid by the Signatory Company for performance of
duties and for reasons other than performance of duties such as vacation,
holidays, sickness, disability, lay-off, jury duty, and similar paid periods;
and each hour for which back pay, irrespective of mitigation of damages, has
been either awarded or agreed to by a Signatory

-16-

Company. All "Hours of Service" shall be credited to the Employee for the
computation period or periods in which the duties were performed or, in cases
where the Employee is paid for reasons other than the performance of duties,
pursuant to the procedures outlined in Department of Labor Regulation Section
2530.200b-2(b) and (c); provided, however, where back pay has been either
awarded or agreed to by the Signatory Company, such hours shall be credited to
the Employee for the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made.

Hours of Service shall be determined for all purposes under the Plan
on the basis of hours worked. Each Employee shall be credited with 45 Hours of
Service for each week for which such Employee would otherwise have been
credited with at least one Hour of Service under this Section 1.31.

1.32 "Key Employee" means any Employee or former Employee (and any
Beneficiary of a Employee or former Employee) who, at any time during the Plan
Year or any of the preceding four (4) Plan Years, is:

(a) an officer of the employer (as defined in Section 416
of the Code and the regulations issued thereunder) having annual
compensation greater than fifty percent (50%) of the amount in effect
under Section 415(b)(1)(A) of the Code for any such Plan Year. Only
incorporated employers will be considered as having officers;

(b) one of the ten Employees owning (or considered as
owning within the meaning of Section 318 of the Code) (i) more than
one-half percent (0.5%) interest and (ii) the largest interests
in all employers required to be aggregated under Code Sections 414(b),
414(c), and 414(m). However, an Employee shall not be considered a top
ten owner for a Plan Year under the preceding sentence if the Employee
earns less than $30,000 in

-17-

annual compensation (or such other amount adjusted in accordance
with Section 415(c)(1)(A) of the Code) as in effect for the calendar
year in which the Determination Date falls. For this purpose, if two
Employees have the same such interest, the Employee having the greater
Considered Compensation shall be treated as having the larger interest;

(c) a "five percent owner" of the employer. For this
purpose, "five percent owner" means any person who owns (or is
considered as owning within the meaning of Section 318 of the Code)
more than five percent (5%) of the outstanding stock of the employer
or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the employer. In determining the
ownership percentage, employers which would otherwise be aggregated
under Sections 414(b), 414(c) and 414(m) of the Code shall be treated
as separate employers; or

(d) a "one percent owner" of the employer having an
annual compensation from the employer of more than $150,000. For this
purpose, "one percent owner" means any person who owns (or is
considered owning within the meaning of Section 318 of the Code) more
than one percent (1%) of the outstanding stock of the employer or
stock possessing more than one percent (1%) of the total combined
voting power of all stock of the employer. In determining the
ownership percentage, the employers which would otherwise be
aggregated under Sections 414(b), 414(c), and 414(m) of the Code shall
be treated as separate employers. However, in determining whether an
individual has compensation of more than $150,000, compensation from
each employer required to be aggregated under Sections 414(b), 414(c)
and 414(m) of the Code shall be aggregated.

In addition, for Plan Years beginning after December 31, 1984, if a
Member or Former Member has not performed any services for any Employer
maintaining the Plan at any time during the five (5) year period ending on the
Determination Date, the Aggregate Account for such Member or Former Member shall
not be taken into account for the purposes of determining whether this Plan is a
Top Heavy or Super Top Heavy Plan under Article X, Section 10.1 or 10.2.

-18-

1.33 "Marketable Obligation" means a bond, debenture, note,
certificate, or other evidence of indebtedness, referred to as an "obligation",
if:

(a) Such obligation is acquired:

(1) On the market

(A) At the price of the obligation
prevailing on a national securities exchange which is
registered with the Securities and Exchange
Commission; or

(B) If the obligation is not traded on
such a national securities exchange, at a price not
less favorable to the Plan than the offering price
for the obligation as established by current bid and
asked prices quoted by persons independent of the
issuer;

(2) From an underwriter, at a price

(A) Not in excess of the public offering
price for the obligation as set forth in a prospectus
or offering circular filed with the Securities and
Exchange Commission; and

(B) At which a substantial portion of
the same issue is acquired by persons independent of
the issuer; or

(3) Directly from the issuer, at a price not less
favorable to the Plan than the price paid currently for a
substantial portion of the same issue by persons independent
of the issuer;

(b) Immediately following acquisition of such obligation:

(1) Not more than twenty-five percent (25%) of
the aggregate amount of obligations issued in such issue and
outstanding at the time of acquisition is held by the Plan;
and

(2) At least fifty percent (50%) of the aggregate
amount referred to in subparagraph (1) is held by persons
independent of the issuer; and

(c) Immediately following acquisition of the obligation,
not more than twenty-five percent (25%) of the assets of the Plan is
invested in obligations of the

-19-

Signatory Company or an Affiliated Company of the Signatory Company.

1.34 "Net Profits" means, as to each Signatory Company, such
Signatory Company's net profits as indicated on its books before any deductions
for federal income taxes, state franchise taxes or other taxes measured by net
annual income, and before any deductions for contributions to this Plan.

1.35 "Non-Key Employee" is an Employee who is not a Key Employee at
any time during the Plan Year or any of the preceding four (4) Plan Years and
the Beneficiaries of such Employee.

1.36 "Participant" means an Eligible Employee who elects to or
otherwise does participate in the Plan during the Plan Year.

1.37 "Plan" means, generally, the National Convenience Stores
Incorporated Profit Sharing Plan and Trust (which is also herein referred to as
the "Plan and Trust") herein set forth, and more particularly may be used to
refer to the provisions of the Plan and Trust, as distinct from the Trust
provisions, and all subsequent amendments thereto.

1.38 "Plan Year" is the 12-month period beginning July 1 and ending
on the following June 30.

1.39 "Qualified Nonelective Contributions" means any Employer
Contribution or Employer Matching Contribution (other than a Deferral
Contribution) that satisfies the same vesting and distribution provisions
applicable to Deferral Contributions as provided in Article VII of the Plan and
is designated by the Committee as a Qualified Nonelective Contribution.

-20-

1.40 "Qualifying Employer Security" means a security issued by a
Signatory Company or by an Affiliated Company thereof which is Employer Stock
or a Marketable Obligation.

1.41 "Retired Participant" means a person who was at one time a
Participant and who has terminated employment on or after Normal Retirement Age
with a vested Account balance.

1.42 "Signatory Company" or "Signatory Companies" means the Company
and any of the Company's Affiliated Companies which adopts this Plan pursuant
to Article XIX, Section 19.1.

1.43 "Total Permanent Disability" means a mental or physical
disability which, in the opinion of a physician selected by the Committee, is
expected to result in death or to be long, continued and of indefinite duration
which will prevent a Participant from continuing the customary duties of his
employment with the Employer and which:

(a) Was neither contracted, suffered or incurred while
such Participant was engaged in, nor resulted from his having engaged
in, a felonious criminal enterprise;

(b) Did not result from an intentionally self-inflicted
injury;

(c) Did not result from an injury incurred while a member
of the armed forces of the United States and for which such
Participant receives a military pension; and

(d) Did not result (directly or indirectly) from the
Participant's engaging in substance abuse as determined by the
Committee under standards set forth in the substance abuse policy
adopted by the Signatory Company which employs the Participant.

1.44 "Transferred" as used with respect to an Employee and
"Transfer of an Employee" means the termination of employment of an Employee by
one Signatory Company and the contemporaneous

-21-

commencement of the employment of such Employee by another Signatory Company.

1.45 "Trust" means, generally, the trust estate created herein or
by the separate agreement of the Company and the Trustee and more particularly
may be used to refer to the Trust provisions of the Plan and Trust, as distinct
from the Plan provisions.

1.46 "Trust Fund" means the cash, bonds, stocks and other
properties held by the Trustee pursuant to the Trust created under the Plan.

1.47 "Trustee" means _________________________ or any
individual(s), corporation(s) or institution(s) appointed by the Company to
administer the Trust as co-Trustees or successor Trustees.

1.48 "Year of Service" means a Plan Year during which an Employee
has not less than one thousand (1,000) Hours of Service with a Signatory
Company. For purposes of determining eligibility under Article II, an
Employee's initial twelve (12) months of service with the Signatory Company,
beginning with the day he first performs an Hour of Service, shall be the
computation period used initially to determine whether he has a Year of
Service. Thereafter, the computation period shall be measured with respect to
the Plan Year which includes the first anniversary of his employment
commencement date and, where necessary, subsequent Plan Years. The computation
of Years of Service before a Break-in-Service includes Years of Service
required for eligibility plus all vesting computation periods based on one
thousand (1,000) Hours of Service during a Plan Year. An Employee who is
credited with the

-22-

required Hours of Service in both the initial computation period and the Plan
Year which includes the first anniversary of his employment commencement date,
shall be credited with 2 Years of Service for purposes of eligibility to
participate. For all other purposes the computation of such period shall be
made with reference to the Plan Year. Years of Service for eligibility and
vesting and Years of Service for vesting purposes shall also include Hours of
Service with an Affiliated Company to the extent designated by the Committee or
as otherwise required by law.

ARTICLE II.

Employees Entitled to Participate

2.1 Eligibility to Participate. Every Employee shall become a
Participant of the Plan on the Entry Date next following the completion of one
(1) Year of Service with a Signatory Company. The Committee may require any
Participant to execute application forms, but the execution of such forms shall
not be a condition precedent to participation in the Plan. A Participant's
election to make Deferral Contributions under this Plan shall in no way be made
a direct or indirect condition of any other benefit provided by the Employer to
such Participant under this or any other plan or arrangement. The preceding
sentence shall not apply to any Employer Matching Contribution made by reason
of such election.

2.2 Participation Status. In the event that any Participant shall
fail, in any Plan Year of his employment after the Effective Date, to
accumulate one thousand (1,000) Hours of Service but does not incur a one (1)
year Break-in-Service, his Account shall be placed on inactive status. In such
case, such Plan Year shall not

-23-

be considered as a Year of Service for the purpose of determining the
Participant's vested interest in accordance with Article VII hereof and the
Participant shall not share in any Employer Contributions or Forfeitures for any
such Plan Year, but he shall continue to receive income allocations and
valuation adjustments in accordance with Article IV, Sections 4.6 and 4.7, and
shall continue to have the right to elect to make After-Tax Employee
Contributions, Deferral Contributions and receive Employer Matching
Contributions in accordance with Article III, Sections 3.1, 3.2 and 3.4 until
his employment terminates as described in the following paragraph. In the event
such Participant accumulates one thousand (1,000) Hours of Service in a
subsequent Plan Year, his Account shall revert to active status with full rights
and benefits under this Plan restored.

In the event a Participant terminates employment for any reason, such
Participant shall (to the extent previously eligible):

(a) share in any Employer Matching Contributions through
the date of his termination of employment,

(b) continue to receive income allocations and valuation
adjustments on the amount in his Account pursuant to Article IV,
Sections 4.6 and 4.7 after his termination of employment until the
complete distribution of his Account pursuant to Article IX hereof,
and

(c) continue to have the right to elect to make Deferral
Contributions in accordance with Article III, Section 3.1 until the
date of his termination of employment.

2.3 Participation and Service Upon Reemployment. Participation in
the Plan shall cease upon termination of employment with the Signatory Company.
Termination of employment may result from retirement, death, disability,
voluntary or involuntary termination

-24-

of employment, unauthorized absence, or by failure to return to active
employment with the Signatory Company by the date on which an Authorized Leave
of Absence expires.

Upon the reemployment of any person who had previously been employed
by the Signatory Company, the following rules shall apply in determining his
participation in the Plan:

(a) If the reemployed Employee was not a Participant of
the Plan during his prior period of employment, he must meet the
service requirements of Section 2.1 for participation in the Plan as
if he were a new Employee; provided, however, that if such Employee
failed to incur a Break-in-Service prior to his reemployment
commencement date, the eligibility computation period for such
reemployed Employee shall be the initial period beginning with the
Employee's employment commencement date and not the date of his
reemployment.

(b) If the reemployed Employee had previously satisfied
the requirements of Section 2.1 and had been a Participant in the Plan
prior to his termination of employment, he shall become a Participant
on his reemployment commencement date if:

(i) such reemployed Employee had any vested
interest (greater than zero) in the portion of his Account
attributable to Employer Contributions and Employer Matching
Contributions, or

(ii) such reemployed Employee's number of
consecutive one-year Breaks in Service incurred prior to his
reemployment is less than the greater of 5 or his aggregate
Years of Service before the break in service.

(c) If the reemployed Employee had no vested interest
(i.e., had been zero vested) in the portion of his Account attributable
to Employer Contributions and Employer Matching Contributions prior to
his termination of employment, he then shall be required to meet the
service requirements of Section 2.1 for participation in the Plan as if
he were a new Employee, if his number of consecutive one-year Breaks in
Service incurred prior to his reemployment equal or exceed the greater
of 5 or his aggregate Years of Service before the break in service.

-25-

For purposes of this section, an Employee's employment commencement date shall
be the date he first performs an Hour of Service for the Signatory Company and
his reemployment commencement date shall be the date he first performs an Hour
of Service upon reemployment with the Signatory Company.

2.4 Full Participation. A Participant who completes both a Year
of Service and is in employment on the last day of the Plan Year shall
participate fully in the Plan for such Plan Year with respect to Employer
Contributions and Forfeitures. Employment on the last day of the Plan Year or
completion of a Year of Service shall not be required in order for a
Participant to continue to participate in the Plan for such Plan Year for
purposes of making Deferral Contributions, After-Tax Employee Contributions or
receiving Employer Matching Contributions, income allocations and valuation
adjustments for such Plan Year. However, except to the extent otherwise
provided in this Plan, any Participant who fails to both remain in employment
until the last day of the Plan Year and complete a Year of Service shall not be
eligible to participate in the Plan for such Plan Year for purposes of sharing
in Employer Contributions and Forfeitures. As long as a terminated
Participant's Account remains in the Plan such Participant's Account shall be
credited with income allocations and valuation adjustments. A Participant who
is not eligible to "fully participate" in the Plan within the meaning of this
Section 2.4, shall nonetheless have the right to elect to make Deferral
Contributions, After-Tax Employee Contributions and receive Employer Matching
Contributions.

-26-

2.5 Transferred Employee. An Employee's status as either an
Employee, Eligible Employee or a Participant shall not be deemed to be
interrupted or severed by the fact that he is transferred from the employ of
one Signatory Company to that of any other Signatory Company or performs
services for more than one Signatory Company.

2.6 Certification. Eligibility shall be determined by the
Committee, based upon information furnished by the Signatory Company.

2.7 Notice to Employees. The Committee shall notify each Employee
of his eligibility to participate a reasonable time prior to the Entry Date on
which he will become an Eligible Employee under Section 2.1 hereof, and each
such notice shall be accompanied by an enrollment form and a description of the
Plan written in a manner reasonably calculated to be understood by the
Employee.

ARTICLE III.

Contributions

3.1 Deferral Contributions. For each Plan Year beginning with the
first Plan Year with respect to which this Plan is adopted by a Signatory
Company, each Participant employed by such Signatory Company may elect to have
allocated to his Account as a Deferral Contribution any whole percentage from
one percent (1%) to ten percent (10%) of his Considered Compensation for the
Plan Year; provided, however, that the Committee in its discretion may limit
the percentage deferred by any Participant who is a Highly Compensated Eligible
Employee. The Deferral Contribution shall be paid through payroll deductions
of the applicable percentage by the

-27-

Signatory Company, and the compensation otherwise paid to the Participant shall
be reduced to the extent of such Deferral Contribution.

The Participant may change his Deferral Contribution percentage by
filing the required form with the Committee at least 30 days before any Entry
Date, and the new amount of Deferral Contribution shall become effective as of
such Entry Date.

Elections to make or change Deferral Contributions shall be in
writing, signed by the Participant, on such form or forms as the Committee
shall prescribe. Upon termination of employment, the amount attributable to
the Deferral Contribution allocated to the Participant's Account shall be
distributed pursuant to Article VII of this Plan.

Each Participant's Deferral Contribution for a Plan Year under this
Plan shall be limited to $7,000 (as adjusted for the cost of living, or such
other amount provided in Section 402(g)(5) of the Code). If a Participant's
total personal deferral contributions exceed $7,000 (as adjusted for the cost
of living, or such other amount provided in Section 402(g)(5) of the Code) in
any Plan Year the provisions of Article III, Section 3.7 hereof shall become
applicable. The term "total personal deferral contributions" means the sum of
all Deferral Contributions and any other "elective deferrals" by an Eligible
Employee under any other cash or deferred arrangements or (qualified plan type)
elective deferral vehicle of the Employer or any other employer, subject to any
offset rules provided under the Code or regulations.

-28-

No Deferral Contribution may be taken into account for purposes of
determining whether any other contributions under this Plan or any other plan
meet the requirements of Section 401(a) or Section 410(b) of the Code, or for
purposes of satisfying the ("top heavy") minimum allocation rules of Article X,
Section 10.6 of this Plan. The preceding sentence shall not apply for purposes
of determining whether a plan meets the percentage portion or average benefit
requirement of Section 410(b)(2)(A)(ii) of the Code.

3.2 Employer Matching Contributions. Until modified as provided
below, for each Plan Year beginning with the Plan Year ending June 30, 1994,
each Signatory Company shall, subject to the limitations provided in this Plan,
contribute to the Trust, an Employer Matching Contribution equal to a one
hundred percent (100%) of each Participant's Deferral Contribution for such
Plan Year up to a maximum Deferral Contribution of three percent (3%) of each
such Participant's Considered Compensation. The amount of the Employer
Matching Contribution can be prospectively changed at any time by a resolution
adopted by the Board of Directors, acting in its sole discretion, such change
to become effective on the first day of the first payroll period beginning in
the first month following the adoption of the Board of Directors' resolution.
Such resolution will be communicated to the Signatory Companies by the Company
and to the Participants by their respective Signatory Companies. Each Signatory
Company shall have the right to make a larger or additional Employer Matching
Contribution on behalf of Participants who are not Highly Compensated Eligible
Employees for the purpose of assuring the Plan's compliance with the Actual

-29-

Deferral Percentage Test of Section 3.5 of this Article III and the Actual
Contribution Percentage Test of Section 3.6 of this Article III, and such
additional Employer Matching Contribution for non- Highly Compensated Eligible
Employees shall be immediately and fully nonforfeitable and shall not be
subject to any vesting schedule in Article VII hereof.

3.3 Employer Contributions.

For each Plan Year beginning with the first Plan Year with respect to
which this Plan is adopted by a Signatory Company, such Signatory Company may,
subject to the limitations contained in Section 3.12 of this Article III,
contribute to the Trust, an Employer Contribution any amount determined by the
Board of Directors, acting in its sole discretion. The amount of the Employer
Contribution for each Plan Year may be established by a resolution adopted by
the Board of Directors, acting in its sole discretion. Such resolution will be
communicated to the Signatory Companies by the Company.

3.4 After-Tax Employee Contributions. For each Plan Year
beginning with the first Plan Year with respect to which this Plan is adopted
by a Signatory Company, each Participant employed by such Signatory Company may
elect to have allocated to his Account as an After-Tax Employee Contribution in
two percent (2%) increments from two percent (2%) to six percent (6%) of his
Considered Compensation for the Plan Year; provided, however, that the
Committee in its discretion may limit the percentage deferred by any
Participant who is a Highly Compensated Eligible Employee. The After-Tax
Employee Contribution shall be paid through payroll

-30-

deductions of the applicable percentage by the Signatory Company, and the
compensation otherwise paid to the Participant shall be reduced to the extent of
such After-Tax Employee Contribution.

At the end of each payroll period under procedures adopted by the
Committee, the Signatory Company shall transfer the After-Tax Employee
Contributions to the Trustee and shall certify to the Committee the names of
the Employees, the names of the Participants, and the After-Tax Employee
Contribution amount for each Participant. The Committee shall allocate the
After-Tax Employee Contribution made on behalf of a Participant directly to
such Participant's Account. The Participant may change his After- Tax Employee
Contribution percentage by filing the required form with the Committee at least
thirty (30) days before any Entry Date, and the new After-Tax Employee
Contribution shall become effective as of such Entry Date.

The Participant shall have the right to suspend his After-Tax Employee
Contribution at any time by giving a written notification to the Committee.
Such suspension shall become effective no later than the second payroll period
following the payroll period during which such notification is received by the
Committee.

Elections to make After-Tax Employee Contributions, increase or
decrease After-Tax Employee Contributions, suspend After- Tax Employee
Contributions or resume After-Tax Employee Contributions shall be in writing,
signed by the Participant, on such form or forms as the Committee shall
prescribe. Upon termination of employment, the amount attributable to the
After-Tax Employee Contribution allocated to the Participant's Account shall be

-31-

39
distributed pursuant to Article VII of this Plan. The balance in each
Participant's After-Tax Employee Contribution Account shall be fully vested at
all times and shall not be subject to forfeiture for any reason. A Participant
may elect to withdraw all or part of his After-Tax Employee Contributions from
his Account and the actual earnings thereon under Article VII, Section 7.9 of
this Plan. If the Committee maintains sub-accounts with respect to After-Tax
Employee Contributions (and earnings thereon) which were made on or before a
specified date, a Participant shall be permitted to designate which sub-account
shall be the source for his withdrawal.

3.5 Actual Deferral Percentage Test. If for the Plan Year the
Actual Deferral Percentage for the group of Highly Compensated Eligible
Employees (based upon Eligible Employee participation elections) would be more
than the greater of:

(a) the Actual Deferral Percentage of all other Eligible
Employees multiplied by 1.25; or

(b) the lesser of (i) two percentage (2%) points plus the
Actual Deferral Percentage of all other Eligible Employees, or (ii)
the Actual Deferral Percentage of all other Eligible Employees
multiplied by two (2),

such Excess Contribution shall be corrected in the manner set forth below. The
calculation described in the preceding sentence is referred to herein as the
"Actual Deferral Percentage Test." The Committee may, in its discretion,
select either of the following methods of correction or any combination thereof
in any Plan Year:

(1) The Excess Contributions (and income allocable
thereto) may, if such Excess Contributions are designated by the
Committee as distributions of Excess Contributions (and income), be
distributed to the appropriate Highly Compensated Eligible Employees
after the close of such Plan Year and within 12 months of the close of
such Plan

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Year. The income allocable to Excess Contributions includes
both income for the Plan Year for which the Excess Contributions were
made and income for the period between the end of the Plan Year and the
date of distribution, and will be calculated pursuant to Treas. Reg.
Section 1.401(k)-1(f)(4). If feasible, the Committee shall in its sole
discretion determine and distribute the amount of Excess Contributions
within two and one-half (2 1/2) months after the end of the Plan Year.
The Committee may distribute Excess Contributions without regard to any
notice or consent otherwise required under the Plan or Section
411(a)(11) and Section 417 of the Code limiting distributions. The
amount of Excess Contributions for a Highly Compensated Eligible
Employee for a Plan Year is to be determined by the following leveling
method, under which the actual deferral ratio of the Highly Compensated
Eligible Employee with the highest actual deferral ratio is reduced to
the extent required to satisfy the Actual Deferral Percentage Test set
forth above or cause such Highly Compensated Eligible Employee's actual
deferral ratio to equal the ratio of the Highly Compensated Eligible
Employee with the next highest actual deferral ratio. This process
must be repeated until the Actual Deferral Percentage Test is satisfied
for such Plan Year. Except to the extent otherwise provided in
regulations, both refunded Excess Deferrals and retained Excess
Deferrals under Section 3.7 of this Article III are taken into account
in determining a Participant's Actual Deferral Percentage for purposes
of the above calculation.

(2) The Excess Contributions may be recharacterized as
After-Tax Employee Contributions in accordance with the provisions of
Treas. Reg. Section 1.401(k)- 1(f)(3). Recharacterized Excess
Contributions remain subject to the nonforfeitability requirements and
distribution limitations that apply to Deferral Contributions. Excess
Contributions will not be recharacterized with respect to a Highly
Compensated Eligible Employee to the extent that the recharacterized
amounts, in combination with after-tax employee contributions
actually made by such Highly Compensated Eligible Employee, exceed the
maximum amount of employee contributions (determined prior to the
application of Code Section 401(m)(2)(A)) that such Highly Compensated
Eligible Employee is permitted to make under the Plan in the absence of
recharacterization.

Deferral Contributions will be taken into account under the Actual
Deferral Percentage Test for a Plan Year only if such Deferral Contributions
are (a) allocated to the Eligible Employee as of a date within such Plan Year
and (b) relates to compensation

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payable with respect to such Plan Year. For this purpose, (a) a Deferral
Contribution is considered allocated as of a date within a Plan Year if the
allocation is not contingent on participation or performance of services after
such date and the Deferral Contribution is actually paid to the Trust no later
than 12 months after the Plan Year to which the contribution relates, and (b)
compensation is payable with respect to a Plan Year only if either (i) it would
have been (but for the election to defer) received by the Participant in the
Plan Year, or (ii) is attributable to services performed in the Plan Year and
would have been (but for the election to defer) received by the Participant
within 2 1/2 months after the close of the Plan Year.

In the case of a Highly Compensated Eligible Employee whose Actual
Deferral Percentage is determined under the family aggregation rules of Code
Section 414(q)(6), the determination of the amount of Excess Contributions shall
be made as follows:

(3) If the Highly Compensated Eligible Employee's Actual
Deferral Percentage is determined under Article I, Section 1.4(1)(ii),
then the Actual Deferral Percentage is reduced in accordance with the
leveling method described in Treas. Reg. Section 1.401(k)-1(f)(2) and
the Excess Contributions for the family unit are allocated among the
Family Participants in proportion to the elective contributions of
each Family Participant that have been combined to determine the
Actual Deferral Percentage.

(4) If the Highly Compensated Eligible Employee's Actual
Deferral Percentage is determined under Article I, Section 1.4(1)(i),
then the Actual Deferral Percentage is reduced in accordance with the
leveling method described in Treas. Reg. Section 1.401(k)-1(f)(2) but
not below the Actual Deferral Percentage of Family Participants who
are Non-Highly Compensated Eligible Employees without regard to family
aggregation. Excess Contributions are determined by taking into
account the contributions of the eligible Family Participants who are
Highly Compensated Eligible Employees without regard to family
aggregation, and are allocated among such Family Participants in
proportion to

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each such Family Participant's elective contributions. If further
reduction of the Actual Deferral Percentage is required, Excess
Contributions resulting from this reduction are determined by taking
into account the contributions of all eligible Family Participants and
are allocated among such Family Participants in proportion to the
elective contributions of each Family Participant.

Paragraphs (3) and (4) above shall be administered in accordance with Treas.
Reg. Section 1.401(k)-1(f)(5)(ii). It is intended that Excess Contributions
will be corrected in accordance with this Section 3.5 in a timely fashion to
avoid disqualification of the Plan or other sanction imposed under the Code
(including the imposition of tax under Code Section 4979).

3.6 Actual Contribution Percentage Test. If for the Plan Year the
Actual Contribution Percentage for the group of Highly Compensated Eligible
Employees would be more than the greater of:

(a) the Actual Contribution Percentage for all other
Eligible Employees multiplied by 1.25; or

(b) the lesser of (i) the Actual Contribution Percentage
for all other Eligible Employees plus two percentage (2%) points, or
(ii) the Actual Contribution Percentage for all other Eligible
Employees multiplied by two (2),

such Excess Aggregate Contributions, shall be corrected in the manner set forth
below. The calculation described in the preceding sentence is referred to
herein as the "Actual Contribution Percentage Test." The Excess Aggregate
Contributions (and income allocable thereto) shall be distributed to (or, if
forfeitable, in the discretion of the Committee uniformly applied, forfeited
by) Highly Compensated Eligible Employees after the close of the Plan Year in
which such Excess Aggregate Contributions arose and within 12 months after the
close of the following Plan Year. If feasible, the Committee shall in its sole
discretion determine and distribute

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the amount of Excess Aggregate Contributions within two and one-half (2 1/2)
months after the end of the Plan Year. In the event of the complete termination
of the Plan during such Plan Year, the distributions described in the preceding
sentence shall be made after termination of the Plan and within the 12 months
following such termination.

The amount of Excess Aggregate Contributions for a Highly Compensated
Eligible Employee for a Plan Year is to be determined by the following
contribution leveling method, under which the actual contribution ratio of the
Highly Compensated Eligible Employee with the highest actual contribution ratio
is reduced to the extent required to satisfy the Actual Contribution Percentage
Test set forth above or to cause such Highly Compensated Eligible Employee's
actual contribution ratio to equal the ratio of the Highly Compensated Eligible
Employee with the next highest actual contribution ratio. This process must be
repeated until the Actual Contribution Percentage Test is satisfied for such
Plan Year.

In determining the amount of Excess Aggregate Contributions under the
leveling method set forth above, actual contribution ratios must be rounded to
the nearest one-hundredth percent of the Eligible Employee's Considered
Compensation. In no case shall the amount of Excess Aggregate Contributions
with respect to any Highly Compensated Eligible Employee exceed the amount of
the After-Tax Employee Contributions and Employer Matching Contributions made
by or on behalf of such Highly Compensated Eligible Employee for such Plan
Year. Excess Aggregate Contributions for a Plan Year shall be distributed or
forfeited in accordance with the provisions set

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forth above and shall not remain unallocated or allocated to a suspense account
for allocation to one or more Employees in any future year. The determination
of the amount of Excess Aggregate Contributions with respect to a Plan Year
shall be made after the determination and correction of Excess Deferrals under
Article III, Section 3.7, and the determination and correction of Excess
Contributions under Article III, Section 3.5, respectively, have been made. An
Employer Matching Contribution shall be taken into account in the Actual
Contribution Percentage Test for a Plan Year only if it has been allocated (or
allocable) to the Participant's Account for such Plan Year and has been actually
paid to the Trust no later than 12 months after the close of such Plan Year.

In the case of a Highly Compensated Eligible Employee whose Actual
Contribution Percentage is determined under the family aggregation rules of
Code Section 414(q), the determination of the amount of Excess Aggregate
Contributions shall be made as follows:

(1) If the Highly Compensated Eligible Employee's Actual
Contribution Percentage is determined by combining the contributions
and compensation of all Family Participants, then the Actual
Contribution Percentage is reduced in accordance with the leveling
method described in Treas. Reg. Section 1.401(m)-1(e)(2) and the
Excess Aggregate Contributions for the family unit are allocated among
the Family Participants in proportion to the contributions of each
Family Participant that have been combined to determine the Actual
Contribution Percentage.

(2) If the Highly Compensated Eligible Employee's Actual
Contribution Percentage is determined by combining the contributions
of only those Family Participants who are Highly Compensated Eligible
Employees without regard to family aggregation, then the Actual
Contribution Percentage is reduced in accordance with the leveling
method described in Treas. Reg. Section 1.401(m)-1(e)(2) but not
below the Actual Contribution Percentage of Family Participants who
are Non-Highly Compensated Eligible Employees without regard to family
aggregation. Excess Aggregate Contributions are determined by taking
into

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account the contributions of the eligible Family Participants who
are Highly Compensated Eligible Employees without regard to family
aggregation and are allocated among such Family Participants in
proportion to each such Family Participant's employee contributions and
Employer Matching Contributions. If further reduction of the Actual
Contribution Percentage is required, Excess Aggregate Contributions
resulting from this reduction are determined by taking into account the
contributions of all eligible Family Participants and are allocated
among such Family Participants in proportion to the employee
contributions and Employer Matching Contributions of each Family
Participant.

Paragraphs (1) and (2) above shall be administered in accordance with Treas.
Reg. Section 1.401(m)-1(e)(2)(iii).

Restriction on Multiple Use of Alternative Limit. In addition to the
limits prescribed by this Section 3.6 and Section 3.5 of this Article III, in
the event the limits in those sections have been both satisfied under the 1.25
or (a) portion limit or otherwise in a manner that would violate Section
401(m)(9)(A) of the Code, the provisions of Section 1.401(m)-2 of the Treasury
Regulations shall be applied and complied with in order to satisfy this
requirement. This may result in corrective distributions to certain Highly
Compensated Eligible Employees. Any corrections or other adjustments made to
satisfy this requirement shall be determined by the Committee with the maximum
discretion permitted under the Treasury Regulations.

3.7 Excess Deferral Contributions. The amount by which an
Eligible Employee's Deferral Contribution (including for this purpose any other
total personal deferral contribution within the meaning of Section 3.1 above)
in any Plan Year exceeds the limitation in effect under Section 402(g)(1) of
the Code and referred to in Section 3.1 above for such Plan Year shall be known

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as the Eligible Employee's Excess Deferral for such Plan Year. An Eligible
Employee's Excess Deferral for any Plan Year shall not be considered as
reducing such Eligible Employee's compensation under Article III, Section 3.1
to the extent of such Excess Deferral.

An Eligible Employee's Excess Deferral is not required to be refunded
to such Eligible Employee. However, notwithstanding any other provision of
law or of this Plan limiting distributions, the Committee in its sole
discretion may refund any Eligible Employee's Excess Deferral (plus any
allocable income) to such Eligible Employee in accordance with the provisions
set forth below. If a Participant has made an Excess Deferral for his taxable
year, the Participant must notify the Committee in writing no later than the
March 15th following the end of such taxable year, on the form prescribed by
the Committee for this purpose, of the amount the Participant requests to be
distributed. The distribution to the Participant shall be made after such
taxable year but no later than April 15th following the close of such taxable
year. Alternatively, the Committee may also provide for a distribution of the
Excess Deferral during such taxable year, provided the following conditions are
satisfied:

(a) The Participant designates the distribution as an
Excess Deferral;

(b) The distribution of the Excess Deferral is made after
the date in which the Plan received the Excess Deferral; and

The amount of Excess Deferral to be distributed to a Participant for the
Participant's taxable year shall be reduced by any Excess

-39-

Contribution previously distributed or recharacterized as an After-Tax Employee
Contribution for the Plan Year beginning with or within such taxable year
(except that such recharacterized contribution shall continue to be treated as a
Deferral Contribution for purposes of the distribution provisions in Article VII
of the Plan).

3.8 Time of Payment. The Employer Matching Contribution and
Employer Contribution of each Signatory Company for each Plan Year shall be
paid to the Trust in one or more installments as the Signatory Company (subject
to the consent of the Company) may from time to time determine; provided,
however, that all such installments shall be paid no later than the time
prescribed by law for filing such Signatory Company's federal income tax return
for such taxable year (including extensions thereof) and, if earlier with
respect to the Employer Matching Contribution, no later than 12 months after
the close of the Plan Year. The Deferral Contributions and After-Tax Employee
Contributions shall be paid to the Trust no later than the earlier of

(a) the time set forth in the preceding sentence except
that Deferral Contribution shall substitute for Employer Matching
Contribution the second time it appears, or

(b) in accordance with 29 CFR Section 2510.3-102, the
earliest date on which such contributions can reasonably be segregated
from the Signatory Company's general assets, but not to exceed 90 days
from the date on which

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such amounts would otherwise have been payable to the Participant.

3.9 Committee to Prescribe Rules Governing Deferral Contributions
and After-Tax Employee Contributions. Deferral Contributions and After-Tax
Employee Contributions may be made only in accordance with such uniform rules
and regulations as may be prescribed from time to time by the Committee. Such
uniform rules and regulations of the Committee may, among other things and
subject to the provisions set forth in the Plan, restrict Deferral
Contributions and After-Tax Employee Contributions to those made through
authorized payroll deductions and require payroll deductions to be authorized
on a specified periodic basis.

3.10 Prohibition Against Reversion. In no event, except as
expressly provided in Article XX and Article V, Section 5.6 hereof (or as
otherwise permitted by law including Section 403(c)(2)(A)(i) of the Act
pertaining to contributions made by reason of a mistake in fact), shall the
principal or income of the Trust herein created be paid to or revert to the
Signatory Company, or be used for any purpose other than for the exclusive
benefit of the Participants or their Beneficiaries.

3.11 No Limitation Based on Net Profits. No Deferral Contribution,
Employer Matching Contribution or Employer Contribution to be made under the
Plan by any Signatory Company shall fail to be made, or be reduced, suspended,
postponed or in any way affected, by reason of such Signatory Company's (or any
other Signatory Company or Affiliated Company) having current and/or
accumulated Net Profits in an amount less than such Deferral

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Contribution, Employer Matching Contribution or Employer Contribution to be made
to the Plan.

3.12 Other Limits. In no event shall the sum of the Deferral
Contributions (including recharacterized Excess Contributions), and the
Signatory Company's Employer Matching Contribution, and the Signatory Company's
Employer Contribution exceed an amount equal to fifteen percent (15%) of the
total Considered Compensation (as modified for purposes of Section 404(a)(3)(A)
of the Code) otherwise paid or accrued during such Plan Year of such Signatory
Company plus the maximum amount deductible under the "carry-over" provisions of
the Code relating to Employer Matching Contributions and Employer Contributions
in previous years of less than the maximum amount permissible. In addition, in
no event shall the aggregate of such Deferral Contribution, Employer Matching
Contribution, Employer Contribution and the Signatory Company's contributions to
all other qualified pension, profit sharing or stock bonus plans for such Plan
Year exceed the amount deductible from the Signatory Company's income for such
Plan Year under Section 404(a) of the Code. In the event the aggregate of the
Signatory Company's contributions under all plans would exceed such maximum
deductible amount, the Employer Matching Contribution and Employer Contribution
to the Plans shall to the extent permissible by law be reduced by the amount
necessary to reduce the Signatory Company's aggregate contribution under all
such plans to the maximum amount deductible under said section of the Code. All
such contributions under the Plan are hereby expressly made conditional

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on their allowability as a deduction for federal corporate income tax purposes.

ARTICLE IV.

Allocation to Accounts

4.1 Certification by the Signatory Company. As soon as
practicable after the end of the first Plan Year and the end of each succeeding
Plan Year thereafter, the Signatory Company shall certify to the Committee the
amount of its Employer Matching Contribution and Employer Contribution (if any)
for the Plan Year then ended and the names of the Participants entitled to
share therein, the amount of Considered Compensation paid to each Participant
for such Plan Year and the amount of Considered Compensation paid to all
Participants for such Plan Year and any other personnel information requested
by the Committee as necessary for purposes of this Plan. Such certification
shall be conclusive evidence of such facts.

4.2 Separate Account Maintained for Each Participant. The
Committee shall create and maintain adequate records to disclose the interest
in the Trust Fund of each Participant and Beneficiary. Such records shall be
in the form of individual Accounts, and credits and charges shall be made to
such Accounts in the manner herein described. The maintenance of individual
Accounts is only for accounting purposes and a segregation of the assets of the
Trust Fund to each Account shall not be required.

4.3 Transfer and Allocation of After-Tax Employee Contributions
and Deferral Contributions to Participants' Accounts. Subject to the
provisions of Article III, Section 3.8 hereof, as

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soon as administratively feasible following the end of each payroll period
under procedures adopted by the Committee, the Signatory Company shall transfer
the After-Tax Employee Contributions and Deferral Contributions to the Trustee
and shall certify to the Committee the names of the Eligible Employees, the
names of the Participants, the After-Tax Employee Contribution and Deferral
Contribution amount for each Participant. The Committee shall allocate the
Deferral Contribution and After-Tax Employee Contributions made on behalf of a
Participant directly to such Participant's Account.

4.4 Allocation of Employer Matching Contributions to Participants'
Accounts. As soon as administratively feasible following the end of each
payroll period under procedures adopted by the Committee, the Committee shall
determine the Deferral Contribution amount for each Participant of the Plan.
The Committee shall then, under procedures adopted by it, allocate an amount
from the Signatory Company's Employer Matching Contribution (if any) to the
Participant's Account which is equal to the matching percentage, as determined
by the Board of Directors under Article III, Section 3.2 hereof, of the
Participant's Deferral Contribution for the Plan Year.

4.5 Allocation of Employer Contribution to Participants' Accounts.

(a) The Committee shall allocate the Signatory Company's
Employer Contribution (if any) for each Plan year among the
Participants employed by the Signatory Company (who are eligible to
receive such an allocation

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for such Plan year) in accordance with the following formula
(beginning with the Plan Year ending June 30, 1994):

(i) Each Participant shall be allocated
one (1) unit for each Year of Service completed by the
Participant since becoming an Eligible Employee under Article
I, Section 1.19 and Article II, Section 2.1, provided that the
maximum Years of Service counted for any Highly Compensated
Eligible Employee is fifteen (15).

(ii) Each Participant shall be allocated
one (1) unit for each one dollar ($1.00) of that Participant's
Considered Compensation for the Plan Year for which the
allocation is being made. Any cents beyond the Participant's
last whole dollar shall be rounded off to the nearest whole
dollar for this purpose.

(iii) The Employer Contribution shall be
allocated to the Accounts of Participants in the proportion to
which the number of units allocated to each Participant bears
to the total number of units allocated to all Participants for
the Plan Year.

A Participant who holds the title of President or Vice President of the Company
on the last day of the Plan Year, shall not be eligible to receive an
allocation of any Employer Contribution or Forfeiture for such Plan Year. Any
Participant who fails to both remain in employment until the last day of the
Plan Year and complete a Year of Service during such Plan Year shall not be
eligible to participate in the Plan for such Plan Year for purposes of sharing
in the allocation in Employer Contributions and Forfeitures.

(b) Notwithstanding any other provision of this Plan, if
this Plan would otherwise fail to meet the requirements of Sections
401(a)(26), 410(b)(1), or 410(b)(2)(A)(i) of the Code and the
regulations thereunder because Employer Contributions have not been

-45-

allocated to a sufficient number or percentage of Participants for a
Plan Year, then the following rules shall apply:

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

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

Nothing in the preceding provisions of this Section 4.5(b) shall permit the
reduction of a Participant's accrued benefit, expressed as his Account balance.
Therefore any amounts that have previously been allocated to Participants may
not be reallocated to satisfy these requirements. In such event, the Employer
shall make an additional contribution equal to the amount such affected
Participants would have received had they been included in the allocations,
even if it exceeds the amount which would be deductible by the Company under
Section 404 of the Code. Any adjustment to the allocations pursuant to this
paragraph shall be

-46-

considered a retroactive amendment adopted by the last day of the Plan Year.

4.6 Quarterly Allocation of Trust Fund Income. As of the end of
each quarter (i.e., calendar quarter), the Committee shall determine the amount
of income earned by each class of investment since the preceding quarter. The
Committee shall allocate such income among the Participants in the proportion
that the "average amount" in each Participant's Account invested in each class
of investment at the end of each such quarter since the preceding quarter bears
to the aggregate of such average amounts of all Participants' Accounts invested
in such class of investments at the end of such quarter period since the
preceding quarter. For purposes of this Section 4.6 and Section 4.7 the term
"average amount" in a Participant's Account for a quarter shall be equal to
the sum of (a) the balance in the Participant's Account on the first day of
such quarter plus (b) one-half ( 1/2) of all contributions (made under Sections
3.1-3.4) credited or allocated to such Account during such quarter, less (c)
any distributions made to such Participant under Article IX of the Plan during
such quarter. If a Participant received the total balance in his Account
during a quarter, there shall be no income allocation for such quarter for such
Participant.

Notwithstanding the preceding provisions of this Section 4.6, the
income earned on or properly attributable to the investments of the Employer
Contributions made to the Trust for a Plan Year prior to the allocation of such
contributions as of the last day of such Plan Year, may for that Plan Year, in
the sole discretion of the

-47-

Committee, be separately allocated by including such income (or loss) as part of
the Employer Contributions for purposes of making the allocation in Section 4.5
of this Article IV. In exercising its discretion the Committee shall take into
account whether such an allocation is proper under Section 401(a) of the Code
including the regulations under Section 401(a)(4).

4.7 Quarterly Valuation of Trust Fund. As of the end of each
quarter, the Trustee shall revalue the Trust Fund at its then fair market
value. The Committee shall then allocate any appreciation or depreciation in
the Trust Fund among the Participants' Accounts in the proportion that the
average amount in each Participant's Account invested in such class of
investments bears to the aggregate of such average amounts of all Participants'
Accounts at the end of such quarter after the allocation of income under
Section 4.6. Beginning with the second quarterly period, the Trustee shall
allocate any appreciation in the Trust Fund among the Participants in the
proportion that the "average amount" for each Participant's Account quarter
bears to the aggregate of such average amounts of all Participants' Accounts
for such quarter. If a Participant receives the total balance in his Account
during a quarter, there shall be no valuation adjustment for such quarter.

The Committee shall have the authority to change the number of times
the Trust Fund is revalued during the Plan Year.

4.8 Special Allocation Upon Termination, Partial Termination, or
Complete Discontinuance of Employer Matching Contributions and Employer
Contributions. Notwithstanding any other provision of this instrument to the
contrary, if:

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(a) the Plan is terminated pursuant to Article XVI,
Section 16.3 hereof; or

(b) the Plan is terminated with respect to a sufficiently
large enough group of Participants to constitute a partial termination
of the Plan; or

all previously unallocated funds shall be allocated to the Accounts of the
Participants at the time of such termination, partial termination or complete
discontinuance of Employer Matching Contributions and Employer Contributions
under the Plan using the allocation methods prescribed by Sections 4.3 through
4.6 hereof as appropriate depending on the nature and source of such unallocated
funds.

4.9 Entry of Adjustments to Each Participant's Account. The
Committee shall credit to each Participant's Account such Participant's portion
of the adjustments and allocations required by Section 4.3 through Section 4.7
of this Plan, so that all such adjustments and allocations become effective and
shall be entered into each Participant's Account as of the end of the Plan Year
to which they are attributable unless required more frequently by the Committee
pursuant to Sections 4.3 through 4.7.

4.10 Rights in Trust Assets. No allocations, adjustments, credits
or transfers under this Plan shall ever vest in any Participant any right,
title or interest in the Trust Fund except at the times and upon the terms or
conditions set forth in this Plan. Such Trust Fund shall, as to all Accounts
of Participants, be a commingled fund, and all securities purchased or
otherwise acquired by the Trustee under the Plan shall be issued in the name

-49-

of the Trustee for the Plan, or in such other name or names as the Trustee shall
designate.

4.11 Application of Forfeitures. The Committee shall, after the
end of each Plan Year, determine the Participants from the Signatory Company
who have forfeited all or part of their respective interests in their Accounts
pursuant to the provisions of Article VII, Sections 7.5(a) and 7.6 hereof,
during such Plan Year. The total amount of all Forfeitures shall then be
applied in accordance with Article VII, Section 7.6.

ARTICLE V.

Limitations on Annual Additions

5.1 Limitation Under this Plan. Notwithstanding any provisions
herein to the contrary, the Annual Addition to the Accounts of any Participant
under all defined contribution plans of his Employer (as that term is defined
in Section 5.4 hereof) for any Plan Year cannot exceed the lesser of:

(a) Thirty thousand dollars ($30,000) or such greater
amount as may be determined pursuant to Section 415(c)(1)(A) of the
Code, as adjusted under Section 415(d) of the Code; or

(b) Twenty-five percent (25%) of the Participant's
compensation from his Employer for such Plan Year, as determined under
Section 415(c)(3) of the Code and the regulations thereunder.

5.2 Limitation in Event of Participant's Participation in Defined
Benefit Plan and Defined Contribution Plan. In any case in which an Employee
is a participant in both a defined benefit plan and this Plan, the sum of the
defined benefit plan fraction and the defined contribution plan fraction for
any year may not exceed 1.0 except as may be permitted by Section 2004(a)(3) or
otherwise under

-50-

the Act. The defined benefit plan fraction for any year is a fraction (a) the
numerator of which is the projected annual benefit of the Participant under the
plan (determined as of the close of the Plan Year); and (b) the denominator of
which is the lesser of: (i) the product of 1.25, multiplied by the dollar
limitation in effect for such Plan Year under Section 415(b)(1)(A) of the Code,
or (ii) the product of 1.4, multiplied by the amount which may be taken into
account under Section 415(b)(1)(B) of the Code with respect to such Participant
for such Plan Year. The defined contribution plan fraction for any year is a
fraction (a) the numerator of which is the sum of the Annual Additions to the
Participant's Account as of the close of the Plan Year; and (b) the denominator
of which is the sum of the lesser of the following amounts determined for such
Plan Year and for each prior Year of Service: (i) the product of 1.25,
multiplied by the dollar limitation in effect for such Plan Year as may be
determined pursuant to Section 415(c)(1)(A) of the Code, or (ii) the product of
1.4, multiplied by the amount which may be taken into account under Section
415(c)(1)(B) of the Code for such Plan Year. The Committee shall reduce the
numerator of the defined contribution plan fraction in order that their sum
shall not exceed 1.0 for any Plan Year in accordance with Section 5.3 hereof.

However, 1.0 shall be substituted for 1.25 for any Top Heavy Plan Year
unless an extra minimum Employer Matching Contribution equal to one percent
(1%) of the Considered Compensation of all Participants who are Non-Key
Employees is allocated among such Participants pursuant to Article IV, Section
4.4. Notwithstanding

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59
the foregoing, 1.0 shall be substituted for 1.25 for any Plan Year in which the
Plan is a Super Top Heavy Plan.

5.3 Disposition of Excessive Annual Additions. If as a result of
a reasonable error in estimating a Participant's Considered Compensation, the
Annual Additions under the terms of the Plan for a particular Participant would
cause the limitations of Section 415 of the Code which are applicable to that
Participant for that Plan Year to be exceeded, the excess amounts shall not be
deemed Annual Additions to such Participant's Account in that Plan Year, but
shall be treated in one of the following four alternatives as selected by the
Committee in each case:

(a) The excess amounts attributable to Employer Matching
Contributions or Employer Contributions in the Participant's Account
must be allocated and reallocated to the Accounts of the other
Participants in the Plan, pursuant to the provisions of Article IV,
Section 4.4. However, if the allocation or reallocation of the excess
amounts further causes the limitations of Section 415 of the Code to
be exceeded with respect to each Plan Participant for that Plan Year,
then these amounts must be held unallocated in a suspense account. If
a suspense account is in existence at any time during a particular
Plan Year (other than the Plan Year described in the preceding
sentence), all amounts in the suspense account must first be allocated
and reallocated to Participants' Accounts (subject to the limitations
of Section 415 of the Code) before any Employer Matching Contributions
or Employer Contributions may be made to the Plan for that Plan Year.

(b) The excess amounts in the Participant's Account must
be used to reduce Employer Contributions or Employer Matching
Contributions for the next limitation year (and succeeding limitation
years, as necessary) for that Participant if that Participant is
covered by the Plan of the Employer as of the end of the limitation
year. However, if that Participant is not covered by the Plan
of the Employer as of the end of the limitation year, then the excess
amounts must be held unallocated in a suspense account for the
limitation year and allocated and reallocated in the next limitation
year to all of the remaining Participants in the Plan in accordance
with the rules set forth in paragraph (a) of this Section 5.3.

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Furthermore, the excess amounts must be used to reduce Employer
Contributions or Employer Matching Contributions for the next
limitation year (and succeeding limitation years, as necessary) for all
of the remaining Participants in the Plan. For purposes of this
paragraph (b), excess amounts may not be distributed to Participants or
former Participants.

(c) The excess amounts in the Participant's Account must
be held unallocated in a suspense account for the limitation year and
allocated and reallocated in the next limitation year and allocated
and reallocated in the next limitation year to all of the Participants
in the Plan in accordance with the rules provided in paragraph (a) of
this Section 5.3. The excess amounts must be used to reduce Employer
Contributions or Employer Matching Contributions for the next
limitation year (and succeeding limitation years, as necessary) for
all of the Participants in the Plan. For purposes of this
subdivision, excess amounts may not be distributed to Participants or
former Participants.

(d) Notwithstanding paragraphs (a), (b), or (c) of this
Section 5.3, Deferral Contributions and After- Tax Employee
Contributions may be distributed in accordance with Treas. Reg.
1.415-6(b)(6)(iv).

5.4 Combining of Plans. For purposes of applying the limitations
contained in this article, all defined contribution plans, terminated or not,
of an Employer shall be treated as one defined contribution plan and all
defined benefit plans, terminated or not, of an Employer shall be treated as
one defined benefit plan. For purposes of this article, Employer shall mean
all trades or businesses, whether or not incorporated, which are either under
common control as determined under Sections 414(b) or 414(c) of the Code or are
an affiliated service group as determined under Section 414(m) of the Code. For
the purpose of applying the limitations set forth above, as imposed by Section
415 of the Code, a Participant's compensation or annual benefit payable by the
Signatory Company or any Affiliated Company of the Signatory Company shall be
treated as being from a single employer. For

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purposes of the limitations of this section and of applying Sections 414(b) and
414(c) of the Code as they relate to Sections 415 and 1563(a)(1) of the Code,
the phrase "more than fifty percent (50%)" shall be substituted for the phrase
"at least eighty percent (80%)".

5.5 Transition Fraction. At the election of the Committee, in
applying the provisions of Section 5.3 with respect to the defined contribution
fraction for any Plan Year ending after December 31, 1982, the amount taken
into account for the denominator for each Participant for all Plan Years ending
before January 1, 1983 shall be an amount equal to the product of (a) the
amount of the denominator determined under Section 5.3 (as in effect for the
Plan Year ending in 1982) for Plan Years ending in 1982, multiplied by (b) the
"transition fraction".

For purposes of the preceding paragraph, the term "transition
fraction" shall mean a fraction (a) the numerator of which is the lesser of (1)
$51,875 or (2) 1.4 multiplied by twenty-five percent (25%) of the Participant's
compensation for the Plan Year ending in 1981, and (b) the denominator of which
is the lesser of (1) $41,500 or (2) twenty-five percent (25%) of the
Participant's compensation for the Plan Year ending in 1981.

Notwithstanding the foregoing, for any Plan Year in which the Plan is
a Top Heavy Plan, $41,500 shall be substituted for $51,875 in determining the
transition fraction."

5.6 Right of Reversion. Notwithstanding Article III, Section
3.10, in the event of termination of the Plan as provided in

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Article XVI, Section 16.3 any amounts held in the suspense account shall revert
to the Signatory Company.

ARTICLE VI.

Retirement and Designation of Beneficiary

6.1 Normal Retirement Date. "Normal Retirement Age" means the
date on which an Employee attains age sixty-five (65). The date on which the
Employee retires from employment following his Normal Retirement Age, shall be
his Normal Retirement Date.

6.2 Designation of Beneficiary. Each Participant and each Retired
Participant shall have the right at any time, to designate and to rescind or
change any prior designation of a primary and contingent Beneficiary or
Beneficiaries to receive benefits in the event of his death, except as
hereinafter provided. The designation by a Participant who was married at the
time of his death of a Beneficiary other than the Participant's spouse shall
only be valid and recognized with such Participant's spouse's written consent.
Such consent must designate a specific beneficiary, must acknowledge the effect
of the Participant's designation and must be witnessed either by a member of the
Committee or by a Notary Public. Otherwise the death benefits of the
Participant shall be paid to the Participant's spouse, except as hereinafter
provided. A Participant's designation of a Beneficiary other than such
Participant's spouse, which is consented to by such Participant's spouse as
provided above, may not be changed without subsequent spousal consent (unless
the spouse's consent to the original Beneficiary designation expressly permits
designations by the Participant without further spousal

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consent). Any designation, change or rescission of designation shall be made in
writing by filling out and furnishing to the Committee the appropriate form
prescribed by it. A contingent Beneficiary or Beneficiaries shall be entitled
to receive any unpaid death benefits only if no primary Beneficiary is alive or
legally entitled to receive it on the date of payment of the benefit. Any
estate, assignee or appointee of either a primary or a contingent Beneficiary
shall have no interest in or right to receive any death benefit payment not
actually made before the death of such Beneficiary. The last such designation
received by the Committee shall be controlling over any testamentary or other
disposition; provided, however, that no designation, rescission or change
thereof shall be effective unless received by the Committee. Upon the divorce
of a Participant or a Retired Participant, any designation of his divorced
spouse as a primary Beneficiary or as a contingent Beneficiary hereunder shall
automatically terminate and become ineffective, and such divorced spouse shall
have no interest in or right to receive any death benefit hereunder unless such
Participant shall file with the Committee, after the date of such divorce
decree, a new designation of Beneficiary naming his divorced spouse as a
Beneficiary hereunder. If there is no designated Beneficiary (as defined above)
alive at the time of any payment of the death benefit, then the death benefit or
balance thereof shall be paid to the surviving spouse of the deceased
Participant or, if there is no surviving spouse, to the estate of the deceased
Participant. If the Committee shall be in doubt as to the right of any
Beneficiary designated by a deceased Participant

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to receive any unpaid death benefit, the Committee may direct the Trustee to pay
the amount in question to the estate of such Participant, in which event the
Trustee, the Signatory Company, the Committee and any other person in any manner
connected with the Plan shall have no further liability in respect to the amount
so paid.

ARTICLE VII.

Vesting of Participants' Interests

7.1 Vesting. Each Participant shall immediately and at all times
have a one hundred percent (100%) vested interest in the amount credited to his
Account attributable to Deferral Contributions and After-Tax Employee
Contributions. As to the amount credited to a Participant's Account
attributable to Employer Matching Contributions and Employer Contributions, the
Participant's interest shall vest as set forth in Sections 7.2 - 7.5 below.

7.2 Death. On the death of a Participant (or a terminated
Participant prior to the complete distribution of such terminated Participant's
Account) his death benefit shall be one hundred percent (100%) of the amount
credited to his Account at the end of the Plan quarter in which he dies.

Notwithstanding any other provision of this Plan, in the case of a
Participant who is married at the time of his death, the death benefit under
this Section shall be payable in full to such Participant's spouse, or in the
event there is no surviving spouse or such surviving spouse has consented in
the manner provided in Article VI, Section 6.2, to a designated Beneficiary.

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7.3 Retirement. Upon attaining his Normal Retirement Age as a
Participant prior to termination of employment with the Employer, such
Participant shall have a nonforfeitable right to his Account balance.

7.4 Disability. In the event the Committee determines that a
Participant qualifies for a Total Permanent Disability, his disability benefit
shall be one hundred percent (100%) of the amount credited to his Account at
the end of the Plan quarter following such determination.

If a Participant who had previously been determined to have a Total
Permanent Disability returns to the employment of the Signatory Company prior
to receiving the entire balance in his Account, a separate ledger account shall
be created for such Participant and the remaining portion of his Account shall
be transferred to such new Account, which shall share in income allocations and
valuation adjustments pursuant to Article IV, Sections 4.6 and 4.7 until the
amount is distributed in full upon his subsequent death, retirement,
determination of Total Permanent Disability or severance of employment. A new
Account shall be established for the returning Participant as if he were a new
Participant, and said Account shall vest pursuant to Section 7.5 starting at
the point on the vesting schedule the Participant had achieved prior to the
determination of his Total Permanent Disability.

7.5 Termination of Employment.

(a) Vesting Schedule. A Participant whose employment is
terminated for any reason other than death, retirement at or after
Normal Retirement Age or Total Permanent Disability, shall be entitled
to a severance

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benefit of the vested interest in his Account attributable to
After-Tax Employee Contributions, Deferral Contributions, Employer
Matching Contributions and Employer Contributions in such Participant's
Account following termination of employment. A Participant's "vested
interest" shall be determined using the following schedule for the
percentage of the balance of such Participant's Account attributable to
Employer Matching Contributions and Employer Contributions for the
number of Years of Service up through the Entry Date prior to the date
of the distribution of the benefit. As provided in Section 7.1, a
Participant's vested interest in his Account attributable to After-Tax
Employee Contributions and Deferral Contributions shall at all times be
one hundred percent (100%).

(i) Each Participant's interest in the amount
credited to his Account attributable to Employer Matching
Contributions and Employer Contributions shall vest as
provided in the schedule set forth below and, once vested,
shall not be forfeitable for any reason (except as otherwise
permitted by law and provided in this Plan):

Vested
Years of Service Percentage
---------------- ----------

Less than 3 years . . . . . . . . . . 0

Three years, but
less than four years. . . . . . . . . 20%

Four years, but
less than five years. . . . . . . . . 40%

Five years, but
less than six years . . . . . . . . . 60%

Six years, but
less than seven years . . . . . . . . 80%

Seven years or more . . . . . . . . . 100%

(ii) In the event that the vesting schedule
contained in Section 7.5(a)(i) above is subsequently amended
the following shall apply: A Participant who has at least
three (3) Years of Service as of the effective date of the
change to the vesting schedule, shall have the right during
the election period to elect to have the nonforfeitable
percentage of his benefit derived from Employer Matching
Contributions and Employer Contributions computed under this
Section 7.5(a) without regard to such amendment.
Notwithstanding

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the preceding sentence, no election need be provided for
any Participant whose nonforfeitable percentage under the Plan,
as amended, at any time cannot be less than such percentage
determined without regard to such amendment. The election
period shall begin on the date the amendment is adopted and
shall end no earlier than the latest of (a) sixty (60) days
after the date the amendment is adopted, (b) sixty (60) days
after the date the amendment becomes effective, or (c) sixty
(60) days after the Participant is issued written notice of the
Plan amendment by the Employer, Signatory Company or Committee.
A Participant shall be considered to have completed three (3)
Years of Service for purposes of this paragraph if such
Participant has completed three (3) Years of Service, whether
or not consecutive, without regard to the exceptions of Code
Section 411(a)(4) prior to the expiration of the election
period.

The amount credited to such Participant's Account which is not
vested when he terminates employment shall be disposed of as provided
in Section 7.6 of this Article VII.

(b) Years of Service Computation. For purposes of
determining the Participant's vested interest in the assets in his
Account, all Years of Service with the Signatory Company, or any
Affiliated Company, or any predecessor employer as of the date of
severance shall be taken into account except as provided below with
respect to Participants who terminate employment with a Signatory
Company and then later return to such employment:

(i) A Participant who had any vested interest
(greater than zero) in the portion of his Account attributable
to Employer Contributions and Employer Matching Contributions
at the time of his termination of employment, shall receive
credit for Years of Service prior to his Break in Service upon
completing a Year of Service after his return to the employ of
a Signatory Company;

(ii) A Participant who had no vested interest
(i.e., had been zero percent vested) in the portion of his
Account attributable to Employer Contributions and Employer
Matching Contributions at the time of his termination of
employment shall not receive credit for Years of Service prior
to his Break in Service if the number of consecutive one-year
Breaks-in-Service equals or exceeds the greater of five (5) or
the aggregate number of Years of Service completed prior to
the Break-in-Service; and

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(iii) all Years of Service after five (5) consecutive
years of Breaks-in-Service shall be disregarded for purposes
of determining the Participant's vested interest in his
Account attributable to Employer Contributions and Employer
Matching Contributions that accrued prior to such
Break-in-Service.

7.6 Disposition of Unvested Amounts. After termination of
employment, the amount in the Participant's Account shall be maintained until
forfeited as provided in the next two sentences. The unvested portion of the
Account balance attributable to Employer Contributions and Employer Matching
Contributions shall be forfeited upon the earlier of (a) the last day of the
Plan Year in which the Participant incurs five (5) consecutive one-year of
Breaks-in-Service, or (b) the day on which the Participant receives a
distribution of his vested Account balance. Notwithstanding the preceding
sentence a Participant who terminates employment with a zero vested Account
balance shall be deemed to have received a zero distribution of such Account
balance on the last day of the Plan Year in which termination of employment
occurred and on such last day the forfeiture of such Account balance will occur.

As of the last day of the Plan Year in which a forfeiture occurs the
amount forfeited shall be applied as follows: The unvested amount attributable
to Employer Matching Contributions shall first be available, in the discretion
of the Committee, to the payment of administration expenses of the Plan or
Trust and then be applied toward and to otherwise reduce the Employer Matching
Contributions to be made to the Plan. The unvested amount attributable to
Employer Contributions shall be allocated in the

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same manner as Employer Contributions (in accordance with Article IV, Section
4.5) for such Plan Year.

7.7 Circumstances Rendering Vesting Schedule Inapplicable.
Notwithstanding any other provisions of this instrument to the contrary, if:

(a) the Plan is terminated pursuant to Article XVI,
Section 16.3 hereof; or

(b) the Plan is terminated with respect to a large enough
group of Participants to constitute in a "partial termination" of the
Plan; or

the vesting schedule contained in Section 7.5(a) hereof shall be inapplicable
and each remaining Participant "affected" by such termination, partial
termination or complete discontinuance of Employer Matching Contributions and
Employer Contributions shall thereupon have a full one hundred percent (100%)
vested interest in the amount standing to his credit in his Account at the time
of the triggering event and in any amounts thereafter credited or allocated to
his Account; provided, however, that if the Signatory Company shall thereafter
resume making Employer Matching Contributions or Employer Contributions
hereunder, all amounts credited or allocated to a Participant's Account with
respect to the Plan Year for which such Employer Contributions are resumed and
the Plan Years for which they are continued, shall vest only in accordance with
the vesting schedule contained in Section 7.5(a) hereof. For purposes of this
section, a complete discontinuance of Employer Matching Contributions and
Employer Contributions under the Plan is contrasted with a suspension of
Employer Matching

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Contributions and Employer Contributions under the Plan which is merely a
temporary cessation of Employer Matching Contributions and Employer
Contributions by the Signatory Company. During any such period of termination,
partial termination or complete discontinuance of Employer Matching
Contributions and Employer Contributions under the Plan, all other provisions of
this Plan shall nevertheless continue in full force and effect. The Signatory
Company shall notify the District Director of the Internal Revenue Service in
the event it has completely discontinued to make Employer Matching Contributions
and Employer Contributions to the Plan or in the event of termination or
partial termination of the Plan.

7.8 Hardship Distribution.

(a) In the event that a Participant is not otherwise entitled
to the payment of benefits under this Plan and such Participant demonstrates an
immediate and heavy financial need for such benefits, the Committee may
authorize the commencement of benefit payments prior to the time set forth in
Article IX, Section 9.1, but only in the amount necessary to satisfy such
financial need. The Committee shall exercise this authority in a uniform,
nondiscriminatory manner. The determination of the existence of an immediate
and heavy financial need and of the amount necessary to meet the need shall be
made by the Committee by implementing the nondiscriminatory and objective
standards set forth in Section 7.8(b) below. In addition, a distribution under
this Section 7.8 shall (except for amounts attributable to

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Employer Contributions and Employer Matching Contributions which were not
designated as Qualified Nonelective Contributions) be limited to (1) Deferral
Contributions, (2) income allocable thereto, (3) Qualified Nonelective
Contributions, and (4) income allocable thereto (but only to the extent that the
preceding items (2)-(4) were credited to the Participant's Account on or before
June 30, 1989).

(b) A hardship distribution must be necessitated on account of
an immediate and heavy financial need of the Participant. Such an immediate and
heavy financial need exists for any of the following reasons: (1) the need to
pay for funeral expenses of a family member; (2) the need to pay for medical
care (as defined in Section 213(d) of the Code) previously incurred by the
Participant, the Participant's spouse or any dependents (as defined in Section
152 of the Code) or necessary for these persons to obtain medical care as
described in Section 213(d) of the Code; (3) to need to pay for costs directly
related to the purchase of a principal residence for the Participant (excluding
mortgage payments); (4) the need to pay for tuition and related educational fees
for the next 12 months of post-secondary education for the Participant or the
Participant's spouse, children or dependents (as defined in Section 152 of the
Code); or (5) the need to make payments necessary to prevent the eviction of the
Participant from the Participant's principal residence or foreclosure on the
mortgage of that residence.

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A distribution will not be treated as necessary to satisfy an
immediate and heavy financial need of a Participant to the extent the amount of
the distribution is in excess of the amount required to relieve the financial
need or to the extent such need may be satisfied from other resources that are
reasonably available to the Participant. This determination generally is to be
made on the basis of all relevant facts and circumstances. A distribution
generally may be treated as necessary to satisfy a financial need if the
Signatory Company or Committee relies upon the Participant's written
representation, unless the Signatory Company or Committee, has actual knowledge
to the contrary, that the need cannot be reasonably relieved--

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

(2) By reasonable liquidation of the Participant's assets,

(3) By cessation of Deferral Contributions or After-Tax
Employee Contributions under this Plan, or

(4) By other distributions, or nontaxable (at the time of the
loan) loans from plans maintained by the Signatory Company or by any
other employer, or by borrowing from commercial sources on reasonable
commercial terms in an amount sufficient to satisfy the need.

For purposes of this Section 7.8, the Participant's resources
shall be deemed to include those assets of his spouse and minor children that
are reasonably available to the Participant. Thus, for example, a vacation home
owned by the Participant and the Participant's spouse, whether as community
property, joint tenants, tenants by the entirety, or tenants in common will be
deemed a resource of the

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73
Participant. However, property held for the Participant's child under an
irrevocable trust or under the Uniform Gifts to Minors Act will not be treated
as a resource of the Participant. The amount of an immediate and heavy
financial need may include any amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to result from the
distribution. A need cannot reasonably be relieved by one of the actions
listed above if the effect would be to increase the amount of the need. For
example, the need for funds to purchase a principal residence cannot reasonably
be relieved by a plan loan if the loan would disqualify the employee from
obtaining other necessary financing.

(c) If any distribution is made to a Participant from the
portion of his Account attributable to Employer Contributions or Employer
Matching Contributions before such Participant has incurred five (5) consecutive
one-year Breaks-in-Service, and at a time when such Participant is less than
fully vested in such portion of his Account then, at any relevant time
thereafter, such Participant's vested percentage of such portion of his Account
shall be an amount ("X") determined by the formula: X = P(AB+D) - D. For
purposes of applying this formula: P is the vested percentage at the relevant
time; AB is the Account balance at the relevant time, and D is the amount of
the distribution.

7.9 Distribution of After-Tax Employee Contributions.
Distribution of all or part of a Participant's Account attributable

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to After-Tax Employee Contributions and the earnings thereto shall be made to a
Participant upon request (pursuant to the application prescribed by the
Committee). The distribution shall first be made with respect to the separate
subaccount maintained for After-Tax Employee Contributions made prior to
December 31, 1986 (plus earnings thereon). This separate subaccount and
distribution therefrom shall be maintained and administered in an acceptable
manner that satisfies the requirements of IRS Notice 87-13, Q&A 14, 15 & 16.

7.10 Missing Participants. If the Participant or Beneficiary to
whom a distribution under this Plan is to be made, cannot be located, after
reasonable efforts have been made to locate such individual, including notice
by certified mail to the last known address on file or known to the Committee,
the Committee, after a period of three years has elapsed since the
Participant's termination of employment from the Signatory Company, may take
either of the following actions in its sole discretion:

(a) transfer the full amount of the benefit (after
required tax withholdings) to a bank account opened at a bank selected
by the Committee in the name of such individual even though through
inactivity such bank account may eventually escheat to the state;

(b) treat the full Account balance (regardless of vested
percentage) as a Forfeiture in the Plan Year in which the Committee
takes the action and add such Forfeiture to all other Forfeitures of
Employer Matching Contributions arising under Article VII, Section 7.6
in such Plan Year; provided that in the event that such individual
subsequently makes a claim for such benefits, the Forfeiture under
this Section 7.10(b) shall be promptly restored (first from any other
Forfeitures under Article VII, Section 7.6 arising in the Plan Year of
such restoration, then from Employer Contributions for such Plan Year)
and distributed to such individual in

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accordance with the terms of the Plan and the applicable tax law in
effect at that time.

ARTICLE VIII.

Claims for Plan Benefits

8.1 Application for Benefits. Each Participant or designated
Beneficiary claiming benefits under this Plan must make written application
therefor following (whichever is applicable) the actual retirement, termination
of employment, death prior to retirement, determination of Total Permanent
Disability, or the happening of any other occurrence believed by the claimant
to entitle him to benefits hereunder. The date the claim shall be considered
as filed shall be the date a properly completed application is received by the
Committee. Each such application -- (a) shall be in writing on a form to be
provided by the Committee, (b) shall be signed by the claimant or his personal
representative, (c) shall be made to the Committee, and (d) shall be filed in
such a manner and with such persons as the Committee may specify. The
Committee may require that there be furnished to it in connection with such
application all relevant information. Failure to timely file such application
or to supply all relevant information shall not result in the forfeiting of any
rights claimed but shall excuse postponement of the orderly processing of such
claim and the time of commencing payment thereof.

8.2 Processing of Claim. Upon receipt by the Committee of a
properly completed application for benefits form, it shall be the duty and
responsibility of the Committee to verify the facts and claims made therein
with the appropriate Signatory Company and to determine whether the claim is
valid. In arriving at a decision,

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the Committee may require additional relevant information from the claimant.
Following receipt of the application, the Committee shall determine whether,
when and in what amount distributions are to be paid from the Plan to the
claimant. If the Committee fails to act on the claim in a reasonable time, the
claimant may proceed to the review stage described in Section 8.4 hereof as if
the claim had been denied.

8.3 Notification to Claimant of Decision. If distributions are to
be made, the Committee shall immediately notify the claimant and the Trustee of
the amount and method of payment. It shall then be the responsibility of the
Trustee to arrange the distribution. If the claim is denied, in whole or in
part, the Committee shall send written notice of the denial to the claimant. A
notice that a claim has been denied shall set forth, in a manner calculated to
be understood by the claimant:

(a) The specific reason or reasons for the denial;

(b) Specific reference to the pertinent Plan provisions
on which the denial was based;

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

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

8.4 Review Procedure. A claimant shall be entitled to a full and
fair review of a denial of claim for benefits. To avail himself of this right,
the claimant, or his duly authorized representative, must timely file an
application for review with the Committee. Such application must be in writing
and must be filed within sixty (60) days of receipt of the notice of denial of

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benefits. If the claimant desires a personal appearance or hearing before the
Committee to present his case, he shall so state in his application for review.
An appeal shall be considered as filed on the date it is received by the
Committee. Subsequent to the filing of an appeal and prior to the rendering of
a decision thereon, the claimant, or his duly authorized representative, may
review pertinent documents and may submit issues and comments in writing. If a
hearing is held, the claimant may be represented thereat by legal counsel or
other duly authorized representative.

8.5 Decision on Review. The Committee shall render a decision no
later than sixty (60) days after its receipt of a request for review unless
special circumstances, such as the need to hold a hearing, require an extension
of time for processing, in which case a decision shall be rendered as soon as
possible, but not later than one hundred twenty (120) days after receipt of a
request for review. The decision for review shall be in writing and shall
include the specific reasons for the decision, written in a manner calculated
to be understood by the claimant, with specific reference to the pertinent Plan
provisions on which the decision is based. The review decision by the Committee
shall be considered final.

8.6 Disputed Benefits. If any dispute shall arise between a
Participant, or other person claiming under a Participant, and the Committee
after the review of the claim for benefits, or if any dispute shall develop as
to the person to whom the payment of any benefit under the Plan shall be made,
the Trustee may withhold payment of all or any part of the benefits payable
hereunder to the

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Participant, or other person claiming under the Participant, until such dispute
has been resolved by a court of competent jurisdiction or settled by the parties
involved.

ARTICLE IX.

Distributions from Trust Funds

9.1 Occasions for Distributions. Distributions from the Trust
shall be made to Participants or Beneficiaries only following the occurrence of
one of the following events:

(1) the Participant's death, retirement on or after Normal
Retirement Age, or Total Permanent Disability as provided in
Article VII, Sections 7.2, 7.3 and 7.4 hereof, respectively;

(2) termination of employment as provided in Article VII, Section
7.5 hereof;

(3) hardship as provided in Article VII, Section 7.8 hereof;

(4) the Participant's election to withdraw After-Tax Employee
Contributions under Article VII, Section 7.9 hereof; or

(5) termination of the Plan and Trust as provided in Article XVI.

All distribution events set forth above are subject to the conditions
and specifications set forth hereafter in this Article IX.

9.2 Special Prohibition Against Distribution. In those instances
where a Participant severs his employment with the Signatory Company for any
reason other than death or attainment of his Normal Retirement Date, and, as a
result thereof, would otherwise be entitled to a distribution of his vested
interest in the After-Tax Employee Contributions, Deferral Contributions,
Employer Matching Contributions and Employer Contributions in his

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Account, no such distribution shall, under any circumstances, be authorized by
the Committee nor effected by the Trustee prior to the death or attainment of
Normal Retirement Date of such Participant unless (i) the gross amount to be
distributed is $3,500 or less, or (ii) the gross amount is in excess of $3,500
and the Participant consents to the distribution and executes a consent to
distribution form supplied by the Committee signifying such consent. A
certified copy of such consent to distribution form shall be transmitted to the
Trustee for its records along with written directions as to the amount, time and
manner of distribution.

If any reemployed Employee is reemployed before incurring five (5)
consecutive Years of Break-in-Service, and such Employee had received prior to
his reemployment an entire distribution of the vested portion of his Account
which was less than fully vested, the forfeited portion of his Account shall be
reinstated only if he repays the full amount distributed to him, other than his
voluntary Employee Contributions, before the end of the earlier of the following
periods: (a) five (5) consecutive Years of Break-in-Service, or (b) the period
ending on the fifth (5th) anniversary of the Participant's reemployment. A
reemployed Participant who previously had a zero vested Account balance and thus
received a deemed zero distribution under Article VII, Section 7.6 shall be
deemed to have repaid his prior deemed zero distribution, on the day of his
reemployment. If a reemployed Employee repays such full amount distributed to
him, the undistributed portion of his Account must be restored in full,
unadjusted by any gains or losses

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occurring subsequent to the valuation date preceding his termination. Such
restoration shall be paid from Employer Contributions, Forfeitures and income or
gain to the Plan for the Plan Year of such restoration, as determined by the
Committee. This provision shall be interpreted in a manner consistent with the
transitional rules of Section 303(a)(2) of the Retirement Equity Act as to
service prior to Plan Years beginning before January 1, 1985.

9.3 Manner of Distributions. The Committee shall direct the
Trustee, in writing, when to distribute the amounts referred to in Article VII,
Sections 7.2, 7.3, 7.4, 7.5, 7.8 and 7.9 in a lump sum payment in cash. In the
event of the Participant's death, the benefit shall be paid in a lump sum
payment in cash to the Beneficiary designated as set forth on the beneficiary
designation on file with the Committee pursuant to Article VI, Section 6.2.

9.4 Time of Distributions. Distributions under Section 9.3 of
this Article IX shall commence as soon as administratively feasible. Unless
the Participant executes an election form consented to by the Committee which
states how and when benefits are to commence, payment of benefits to the
Participant shall in no event begin later than the sixtieth (60th) day after
the latest of the close of the Plan Year in which:

(a) the Participant attains age 65,

(b) the Participant has his tenth (10th) anniversary of
the year in which he commenced participation in the Plan, and

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9.5 Mandatory Distributions. Notwithstanding any other provision
in the Plan to the contrary, benefits shall be distributed to the Participant
or his Beneficiary no later than set forth in this section.

(a) Mandatory Age Distribution. A Participant's benefits
shall be distributed to him in a lump sum no later than the April 1st
of the calendar year following the calendar year in which the
Participant attains age 70 1/2. In the event the Plan is ever amended
to provide for a distribution in installments such installments shall
be distributed over a time period not exceeding the Participant's life
expectancy (or the life expectancies of the Participant and his
designated Beneficiary).

(b) Mandatory Death Distribution. In the event the Plan
is ever amended to provide for a distribution in installments and such
installments are being distributed over a fixed term and, if the
distribution of the Participant's benefits had commenced pursuant to
Section 9.5(a) and the Participant dies before his entire benefit is
distributed to him, the remaining portion of his benefit will be
distributed at least as rapidly as under the method of distribution
being used pursuant to Section 9.5(a) as of the date of such
Participant's death. If a Participant dies prior to the commencement
of his benefit distribution pursuant to Section 9.5(a), the entire
benefit of such Participant will be distributed within five (5) years
after the death of such Participant. However, such five (5) year rule
shall be disregarded for any portion of the Participant's benefit
which is payable to (or for the benefit of) a designated Beneficiary,
such portion to be distributed (in accordance with regulations issued
by the Secretary) over the life of such designated Beneficiary (or
over a period not exceeding beyond the life expectancy of such
Beneficiary), and such distributions commence not later than one (1)
year after the date of the Participant's death or such later date as
the Secretary may prescribe by regulations. In such a situation, the
benefit portion distributed to such Beneficiary shall be treated as
distributed on the date on which such distribution begins.

In the event that the designated Beneficiary is the deceased
Participant's surviving spouse, the date on which the benefit
distribution is required to commence shall be no earlier than the date
on which the Participant would have attained age 70 1/2. If the
surviving spouse dies before the distributions to such spouse
commence, this subsection shall be applied as if the

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surviving spouse were the Participant. For purposes of this
subsection, any amount paid to a child shall be treated as if it had
been paid to the surviving spouse if such amount shall become payable
to the surviving spouse upon such child reaching majority (or other
designated event permitted under Treasury regulations).

Distributions under this section shall comply with the
requirements of Section 401(a)(9) of the Code including the minimum
distribution incidental benefit requirements of Section 1.401(a)(9)-2
of the proposed Treasury regulations.

(c) Prior Irrevocable Election. If the Participant made
an irrevocable election prior to December 31, 1983 to defer the
distribution of benefits beyond the dates set forth in Section 9.5(a)
and (b), such election shall govern the distribution so long as said
election was pursuant to the terms of the Plan at the time of the
election.

(d) Recalculation of Life Expectancies. For purposes of
this Section, the life expectancy of a Participant and a Participant's
spouse may, in the discretion of the Committee, be redetermined but no
more frequently than annually and in accordance with such rules as may
be prescribed by Treasury regulations.

Notwithstanding any other provision of this Plan, the Plan shall in
all respects comply with the provisions of Prop. Reg. Section 1.401(a)(9)-1,
which are specifically incorporated herein by reference.

9.6 Distribution to Minors or Persons under Disability. Should
any distribution hereunder become payable to a minor or to a person who, in the
opinion of the Committee, is incapable of taking care of his affairs, the
Committee may direct the Trustee to make such distribution in any one or
combination of the following ways: (1) directly to such minor or person; (2)
to the legal guardian of the person or estate of such minor or person; or
(3) to a person or financial institution serving as Custodian for such
Beneficiary under the Uniform Gifts to Minors Act of any state.

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Any distribution so made shall constitute full and complete discharge of any
liability under the Plan with respect to the amount so distributed.

9.7 Community Property Interests - Interest of Spouse of
Participant in the Event of Divorce. In the event of a divorce between a
Participant and his spouse and in the event that the Divorce Decree entered by
the Court having jurisdiction in the matter gives such divorced spouse a
portion of the Participant's vested interest in his Account, the Trustee shall,
pursuant to the direction of the Committee, segregate such amount in a separate
account for the benefit of such spouse. Such account shall thereafter be held
and administered as a part of the Trust Fund (but such account shall only share
in income allocations and valuation adjustments of the Trust Fund) until such
time as the Participant or his Beneficiary becomes entitled to a distribution
hereunder or pursuant to Section 414(p)(3) of the Code. In the event the
spouse is also awarded a portion of the future After-Tax Employee
Contributions, Deferral Contributions, Employer Matching Contributions or
Employer Contributions which normally would be allocated to the Participant's
Account, the Committee, after it receives a certified copy of such Divorce
Decree, shall instruct the Trustee to allocate such portion to the spouse's
account. At the time the Participant or his Beneficiary becomes entitled to a
distribution hereunder, the amounts held by the Trustee for the spouse shall be
distributed to such spouse in a lump sum. If such spouse should die prior to
the time of distribution to such spouse hereunder, such amounts then held by
the Trustee shall be paid over

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to the beneficiary designated (if any) by the spouse (in accordance with the
procedures prescribed by the Committee for this purpose) or if none then to the
estate of such spouse. All rights and benefits, including elections, provided
to a Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order (QDRO)" as those
terms are defined in Section 414(p) of the Code.

The Committee shall have the authority to make a distribution from
this Plan to the alternative payee under the QDRO at a time earlier than either
(a) that provided under Article IX of this Plan or (b) the "earliest retirement
age" as defined in Section 414(b)(4)(B) of the Code or (c) both, if such
distribution is both pursuant to the express terms of the QDRO and consistent
with and permissible under Section 401(a) and (b) of the Code and Section
414(p)(10) of the Code and the provisions of the Tax Reform Act of 1986 Joint
Committee Explanation (p. 227 of Technical Corrections Provisions).

9.8 Incorporation of Revenue Procedure 93-12 Model Amendment.
This Section 9.8 applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section 9.8, a distributee may elect
at the time and in the manner prescribed by the Committee, to have any portion
of an eligible rollover distribution paid directly to an eligible retirement
plan specified by the distributee in a direct rollover.

a) Eligible rollover distribution: For purposes of this Section
9.8, an eligible rollover distribution is any distribution of
all or any portion of the balance to the credit of the
distributee, except

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that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified period
of ten years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code;
and the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer
securities).

b) Eligible retirement plan: For purposes of this Section 9.8,
an eligible retirement plan is an individual retirement
account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution to
the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.

c) Distributee: For purposes of this Section 9.8, a distributee
includes an employee or former employee. In addition, the
employee's or former employee's surviving spouse and the
employee's or former employee's spouse or former spouse who is
the alternate payee under a qualified domestic relations order,
as defined in Section 414(p) of the Code, are distributees
with regard to the interest of the spouse or former spouse.

d) Direct rollover: For purposes of this Section 9.8, a direct
rollover is a payment by the Plan to the eligible retirement
plan specified by the distributee.

ARTICLE X.

Top Heavy Provisions

10.1 Determination of Top Heavy Plan Status. The Plan shall be
considered a Top Heavy Plan for any Plan Year in which, as of the
Determination Date, the sum of the Aggregate Accounts of Key

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Employees under this Plan and any plan of an Aggregation Group exceeds sixty
percent (60%) of the Aggregate Accounts of all Participants under this Plan and
any plan of an Aggregation Group. If a Participant, who was a Key Employee for
any prior Plan Year, is a Non-Key Employee for any Plan Year, such Participant's
Aggregate Account balance shall not be taken into account for purposes of
determining whether the Plan is a Top Heavy Plan (or whether any Aggregation
Group which includes the Plan is a Top Heavy Group). In addition, the Account
balance of any Participant who has not within the past five (5) years performed
any services for the Signatory Company shall not be taken into account for
purposes of determining whether the Plan is a Top Heavy Plan (or whether any
Aggregation Group which includes the Plan is a Top Heavy Group).

10.2 Determination of Super Top Heavy Plan Status. The Plan shall
be considered a Super Top Heavy Plan for any Plan Year in which, as of the
Determination Date, the sum of the Aggregate Accounts of Key Employees under
this Plan and any plan of an Aggregation Group exceeds ninety percent (90%) of
the Aggregate Accounts of all Participants under this Plan and any plan of an
Aggregation Group. For purposes of determining if the Plan is a Super Top
Heavy Plan, a Participant's inclusion in the Key Employee grouping shall be
determined in the manner set forth in Section 10.1.

10.3 Aggregate Accounts. A Participant's Aggregate Account as of
the Determination Date shall be the sum of:

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(a) his Account balance as of the most recent valuation
date occurring within a twelve (12) month period ending on the
Determination Date;

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

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

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

10.4 Aggregation Group. An Aggregation Group for purposes of this
article is either a Required Aggregation Group or a Permissive Aggregation
Group as hereinafter determined. In determining Aggregation Groups, "Employer"
means an employer as defined in Section 416 of the Code and the regulations
issued thereunder.

(a) Required Aggregation Group. In determining a
Required Aggregation Group hereunder, each plan of the Employer in
which a Key Employee is a participant, and each other plan of the
Employer which enables any plan in which a Key Employee participates
to meet the requirements of Code Sections 401(a)(4) or 410, will be
required to be aggregated. Such group shall be known as a Required
Aggregation Group. In the case of a Required Aggregation Group, each
plan in the group will be considered a Top Heavy Plan if the Required
Aggregation

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

(b) Permissive Aggregation Group. The Employer may also
include any other plan not required to be included in the Required
Aggregation Group, provided the resulting group, taken as a whole,
would continue to satisfy the provisions of Code Sections 401(a)(4) or
410. Such group shall be known as a Permissive Aggregation Group. In
the case of a Permissive Aggregation Group, only a plan that is part
of the Required Aggregation Group will be considered a Top Heavy Plan
if the Permissive Aggregation Group is a Top Heavy Group. No plan in
the Permissive Aggregation Group will be considered a Top Heavy Plan
if the Permissive Aggregation Group is not a Top Heavy Group.

(c) Aggregation of Multiple Plans. When more than one
plan is aggregated, the Aggregate Accounts (including distributions
for Key Employees and all Employees) are determined separately for
each plan as of each plan's Determination Date. The plans are then
aggregated by adding the results of each plan as of the Determination
Dates for such plans that fall within the same calendar year.

10.5 Top Heavy Plan Requirements. For any Plan Year in which the
Plan is considered to be a Top Heavy Plan, the Plan shall:

(a) limit the Considered Compensation maximum dollar
amount pursuant to Article I, Section 1.13;

(b) require minimum allocations to Non-Key Employees
pursuant to Section 10.6; and

Vested
Years of Service Percentage
---------------- ----------

Less than 2 years . . . . . . . . . . . . 0%

Two years, but
less than three years . . . . . . . . . . 20%

Three years, but
less than four years. . . . . . . . . . . 40%

Four years, but
less than five years. . . . . . . . . . . 60%

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Five years, but
less than six years . . . . . . . . . . . 80%

Six years or more . . . . . . . . . . . . 100%

10.6 Allocations to Non-Key Employees. For any Plan Year in which
the Plan is determined to be a Top Heavy Plan, the following allocation
provisions shall be operational and shall supplement Article IV, Section 4.4.

(a) Minimum Allocations Required for Top Heavy Plan
Years. Notwithstanding the foregoing, for any Top Heavy Plan Year,
the sum of the Employer Contributions, Employer Matching Contributions
and Deferral Contributions allocated to the Participant's Account of
each Non-Key Employee shall be equal to at least three percent (3%) of
such Non-Key Employee's Considered Compensation. However, should the
sum of the Employer's contributions allocated to the Participant's
Account of each Key Employee for such Top Heavy Plan Year be less than
three percent (3%) of each Key Employee's Considered Compensation, the
sum of the Employer Contributions allocated to the Participant's
Account of each Non-Key Employee shall be equal to the largest
percentage allocated to the Participant's Account of any Key Employee.
For allocation purposes, where contributions to Key Employees are less
than three percent (3%) of Considered Compensation amounts contributed
by Key Employees to a salary deferral plan must be included as part of
such Key Employee's Considered Compensation for purposes of
determining contributions made on behalf of Key Employees.

(b) Extra Minimum Allocation Permitted for Top Heavy
Plans other than Super Top Heavy Plans. If a Key Employee is a
Participant in both a defined contribution plan and a defined benefit
pension plan that are both part of a Top Heavy Group (but neither of
such plans is a Super Top Heavy Plan), the defined contribution and
the defined benefit fractions set forth in Article V, Section 5.2
shall remain unchanged, provided the Participant's Account of each
Non-Key Employee who is a Participant receives an extra allocation (in
addition to the minimum allocation set forth above) equal to not less
than one percent (1%) of such Non-Key Employee's Considered
Compensation.

(c) Computation of the Minimum Contribution. For
purposes of the minimum allocations set forth above, the percentage
allocated to the Participant's Account of any Key Employee shall be
equal to the ratio of the sum of

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the Employer Contribution, Employer Matching Contribution and
Deferral Contribution allocated on behalf of such Key Employee divided
by the Considered Compensation for such Key Employee.

(d) Eligibility for the Minimum Contribution. For any
Plan Year in which the Plan is a Top Heavy Plan, the minimum
allocations set forth above shall be allocated to the Accounts of all
Non-Key Employees who are Participants and who are employed by the
Employer on the last day of the Plan Year, including Non-Key Employees
who are Participants but have failed to complete a Year of Service
regardless of compensation.

(e) Alternative Methods of Complying with the Minimum
Benefit Requirement. Notwithstanding anything herein to the contrary,
in any Plan Year in which a Non-Key Employee is a Participant in both
this Plan and a defined benefit pension plan, and both such plans are
Top Heavy Plans, the Employer shall not be required to provide a
Non-Key Employee with both the full separate minimum defined benefit
plan benefit and the full separate defined contribution plan
allocations. Therefore, for Non-Key Employees who are participating
in a defined benefit plan maintained by the Employer and the minimum
benefits under Section 416(c)(2) of the Code are accruing to a Non-
Key Employee under such Plan, the minimum allocations provided for
above shall not be applicable, and no minimum contribution shall be
made to the Plan on behalf of the Non-Key Employee. Alternatively,
the Employer may satisfy the minimum benefit requirement of Section
416(c)(1)(E) of the Code for the Non-Key Employee by providing any
combination of benefits and/or contributions that satisfy the safe
harbor rules contained in Treasury Regulation Section 1.416-1(M-12).

(f) Accounting. The Committee may establish a second
Account for each Participant to which allocations are credited for
Plan Years in which the Plan is a Top Heavy Plan or a Super Top Heavy
Plan. Such separate Accounts shall be credited with income
allocations and earning adjustments pursuant to Article IV, Section
4.5 and 4.6. Contributions to each Participant's top heavy Account
shall be invested pursuant to such Participant's instruction regarding
the investment of his Deferral Contributions, Employer Matching
Contributions (if any), Employer Contributions (if any) and his
non-top heavy Account.

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91
ARTICLE XI.

Other Qualified Plans

11.1 Transfers from Other Qualified Plans. The Committee may give
its consent to the transfer of assets to this Plan and Trust from any other
corporate qualified plan meeting the requirements of Section 401(a) of the
Code, provided that the Employee requesting such transfer is an Eligible
Employee as defined in Article I, Section 1.19 and Article II, Section 2.1 and
that no such transfer shall be permitted if such assets are subject to the
joint and survivor annuity requirements of Section 401(a)(11) of the Code.

11.2 Transfers to Other Qualified Plans. Subject to the provisions
of Article IX, Section 9.8, the Committee may, upon written request of a
Participant otherwise entitled to receive a distribution of benefits under
Article IX, direct the Trustee to transfer the vested amount of such
Participant's Account hereunder to another qualified plan meeting the
requirements of Section 401(a) of the Code which is maintained by the Signatory
Company or a successor employer of the Participant and which makes provision
for receiving such transferred assets. Prior to the transfer of any assets,
the Trustee must be satisfied that the holding of such assets is permitted in
the transferee trust. Upon receipt of such written instructions, the Trustee
shall effect the transfer of the Participant's Account. Such transferred
assets shall be credited to such Participant's Account in the transferee plan
and trust as a fully vested portion thereof.

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ARTICLE XII.

Committee

12.1 Appointment, Resignation and Removal. The Company shall be
the named fiduciary under Section 402(a) of the Act, having authority to
control and manage the operation and administration of the Plan. The Board of
Directors shall appoint in writing a Committee of one or more persons, the
members of which shall serve until resignation, death or removal. Any member
of the Committee may resign at any time by mailing or delivering written notice
of such resignation to the Board of Directors thirty (30) days before the
effective date of such resignation. Such notice may be waived by written
consent of the Company. Any member of the Committee may be removed by the
Board of Directors with or without cause. Vacancies in the Committee arising
by resignation, death, removal or otherwise shall be filled by such persons as
may be appointed by the Board of Directors.

12.2 Rights, Powers and Authority. The Committee shall have
general supervision of the administration of the Plan and Trust according to
the terms and provisions of the Plan and shall have all powers necessary to
accomplish such purposes, including, but not limited to, the right, power,
discretion and authority:

(a) To make rules and regulations for the administration
of the Plan and Trust which are not inconsistent with the terms and
provisions hereof; provided, that such rules and regulations are
evidenced in writing and copies thereof are delivered (where
applicable) to the Trustee and to each Signatory Company;

(b) To construe in its sole and absolute discretion in a
manner that is not arbitrary or capricious, all terms, provisions,
conditions and limitations of the Plan and Trust; and its construction
thereof, shall be final and conclusive on all parties at interest;

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(c) To correct any defect or supply any omission or
reconcile any inconsistency which may appear in the Plan and Trust, in
such manner and to such extent as it shall deem expedient to carry the
Plan and Trust into effect for the greatest benefit of all parties in
interest, and its judgment of such expediency shall be final and
conclusive on all parties at interest;

(d) To select, employ and compensate from time to time
such consultants, actuaries, accountants, attorneys and other agents
and employees as the Committee may deem necessary or advisable for the
proper and efficient administration of the Plan or Trust; and any
agent or employee so selected by the Committee may be a person or firm
then, theretofore, or thereafter serving any Signatory Company in any
capacity;

(e) To determine in its sole and absolute discretion in a
manner that is not arbitrary or capricious all questions relating to
the eligibility of Employees to become Participants, and to determine
the Years of Service and the amount of Considered Compensation upon
which the benefits of each Participant shall be calculated;

(f) To determine all questions in its sole and absolute
discretion in a manner that is not arbitrary or capricious relating to
the administration of the Plan and Trust; including, but not limited
to, differences of opinion which may arise between a Signatory
Company, the Trustee, a Participant or any of them; and, whenever it
is deemed advisable, to determine such questions in order to promote
the uniform and nondiscriminatory administration of the Plan and Trust
for the benefit of Participants and to the extent appropriate other
parties at interest; and

(g) To direct and instruct the Trustee in all matters
relating to the payment of Plan benefits.

12.3 Administration. Whenever, in the administration of the Plan,
any action is taken by the Committee, such action shall be uniform in nature as
applied to all persons similarly situated and no such action shall be taken
which will improperly discriminate in favor of Highly Compensated Eligible
Employees. The Committee shall keep records containing all relevant data
pertaining to individual Participants and their rights under the Plan and is

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charged with the duty of seeing that Participant receives the benefits to which
he is entitled. Any Employee may consult with the Committee on any matter or
matters relating to the Plan. The Committee shall supply each Participant with
a designation of beneficiary form which may be completed and signed by the
Participant pursuant to Article VI, Section 6.2 and filed with the Committee,
and with any other forms it shall require in connection with the administration
of the Plan.

12.4 Annual Audit of Plan. Unless otherwise relieved of the
responsibility to file audited financial statements with the Department of
Labor, if the Plan has one hundred (100) or more Participants, it shall be the
duty and responsibility of the Committee to engage, on behalf of all
Participants, an independent Certified Public Accountant who shall conduct an
annual examination of any financial statements of the Plan and Trust and of
other books and records of the Plan and Trust as the Certified Public Accountant
may deem necessary to enable him to form and provide a written opinion as to
whether the financial statements and related schedules required to be filed with
the Department of Labor or furnished to each Participant are presented fairly
and in conformity with generally accepted accounting principles applied on a
basis consistent with that of the preceding Plan Year. Such examination shall
be conducted in accordance with generally accepted auditing standards and shall
involve such tests of the books and records of the Plan and Trust as the
Certified Public Accountant considers necessary. However, if the statements
required to be submitted as part of the reports to the Department

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of Labor are prepared by a bank or similar institution or insurance carrier
regulated and supervised and subject to periodic examination by a state or
federal agency and if such statements are certified by the preparer as accurate
and if such statements are, in fact, made a part of the annual report to the
Department of Labor, then the examination required by the foregoing provisions
of this section shall (to the extent permitted by law) be optional with the
Committee.

12.5 Chairman and Secretary. The Committee shall select a Chairman
from among its members who shall preside at all meetings of the Committee and
who shall be authorized to execute all documents in the name of the Committee.
In addition, it shall select a Secretary or his designee who may or may not be
a member of the Committee and who shall keep the minutes of the Committee's
proceedings and all records, documents and data pertaining to the Committee's
supervision of the administration of the Plan and Trust.

12.6 Quorum and Voting Majority. A majority of the members of the
Committee shall constitute a quorum for the transaction of business, and the
vote of a majority of the members present and voting at any meeting shall
decide any question brought before such meeting. The Committee may decide any
question by the vote, taken without a meeting, of a majority of its members.

12.7 Limitation on Voting. A member of the Committee who is also a
Participant hereunder shall not vote or act upon any matter relating solely to
himself.

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12.8 Delegation of Rights, Powers and Duties. The Chairman or the
Secretary of the Committee may execute any certificate or other written
evidence of the action of the Committee. The Committee may delegate any of its
rights, powers, and duties to any one or more of its members, including the
power to execute any document on behalf of the Committee, in which event the
Committee shall notify the Trustee, in writing, of such action and the name or
names of its members so designated. The Trustee thereafter shall accept and
may rely upon any document executed by such member or members as representing
action by the Committee until the Committee shall file with the Trustee a
written revocation of such designation.

12.9 Liability. Except to the extent that such liability is
created by Section 405 of the Act, no member of the Committee shall be liable
for any act or omission of any other member of the Committee, nor for any act
or omission on his own part, except for his own gross negligence or willful
misconduct, nor for the exercise of any power or discretion in the performance
of any duty assumed by him hereunder.

12.10 Compensation and Expense. The members of the Committee shall
serve without compensation for their services, but all expenses of the
Committee, including premiums for bonds for each member thereof as required by
Section 12.11 hereof, shall be paid by each Signatory Company in the proportion
that the total amount in the Accounts of the Participants of such Signatory
Company bears to the total amount in the Accounts of the Participants of all
Signatory Companies; provided, however, that at the election of all of the
Signatory Companies, such expenses (except the premiums for

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the required bonds under Section 12.11) may be paid from the Trust Fund.

12.11 Bonds. Each and every member of the Committee and their
designated Employees shall be required to give bond or be covered by a bond
obtained by the Company for this purpose for the faithful performance of his
duties, the amount of which shall be fixed at the beginning of each Plan Year.
The amount of each bond shall be determined annually by the Board of Directors
but shall not be less than ten percent (10%) of the amount of funds handled.
Unless otherwise required by the Secretary of Labor, however, no bond shall be
less than one thousand dollars ($1,000) nor more than five hundred thousand
dollars ($500,000). For purposes of fixing the amount of the bond, the amount
of funds handled shall be determined by the funds handled by the Committee
during the preceding Plan Year, or, if the Plan had no preceding Plan Year, the
amount of funds to be handled during the current Plan Year by the Committee.
The bond shall provide protection to the Plan against loss by reason of acts of
fraud or dishonesty on the part of the members of the Committee (or their
designees), directly or through connivance with others.

12.12 Indemnity. The Signatory Companies shall indemnify and save
the members of the Committee and their designated Employees, and each of them,
harmless from any and all claims, losses, damages, expenses (including counsel
fees approved by the Committee) and liabilities (including any amounts paid in
settlement with the Committee's approval) or other effects and consequences
arising from any act, omission or conduct in their

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official capacity, except when the same is judicially determined to be due to
the gross negligence or willful misconduct of such member. Any amounts paid or
owing under this Section 12.12 shall be considered as an expense of the
Committee to be paid by the respective Signatory Companies as provided in
Section 12.10 hereof. It is expressly provided, however, that any excise tax
assessed against any member or members of the Committee pursuant to the
provisions of Section 4975 of the Code shall not, for the purposes of this Plan
and Trust, be considered an expense of the Committee to be paid by the Signatory
Companies as hereinabove provided.

12.13 Reporting and Disclosure. The Committee shall file or cause
to be filed with the appropriate office of the Internal Revenue Service and the
Department of Labor all reports, returns, notices and other information
required under the Act or Code, including, but not limited to, the plan
description, summary plan description, annual reports and amendments thereto,
requests for determination letters, annual reports and registration statements
required by Section 6057(a) of the Code, returns and reports required by
Section 6047(c) of the Code, and shall provide the Participants and their
Beneficiaries with such information as may be required by the Act or Code.
Nothing contained in this Plan shall give any Participant or Beneficiary the
right to examine any data or records reflecting the compensation paid to any
other Participant or Beneficiary.

12.14 Statement to Participants. Within one hundred twenty (120)
days after the end of each Plan quarter (or other period designated), the
Committee shall transmit to each Participant or

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Beneficiary a written statement showing, as of the end of such Plan quarter:

(a) The balance in his Account as of the last day of the
preceding Plan quarter;

(b) The amount of After-Tax Employee Contributions,
Deferral Contributions, and Employer Matching Contributions (if any)
and Employer Contributions (if any) allocated to his Account for such
Plan quarter;

(c) The adjustment of his Account to reflect his share of
the income, valuation adjustments and expenses of the Trust for such
Plan quarter;

(d) The new balance in his Account; and

(e) Such other information as may be required under the
Code and regulations thereunder.

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

ARTICLE XIII.

Trustee

13.1 Acceptance and Holding of Funds. The Trustee shall retain,
manage, administer and hold the Trust Fund in accordance with the terms of
this Plan and Trust. The Trustee shall receive any securities or other
property that are tendered to the Trustee

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and that the Trustee deems acceptable. The Trustee shall have no duty to compel
any contribution to the Trust Fund by a Signatory Company.

13.2 Responsibility for Actions. The Trustee shall not be
responsible for any acts or omissions of the Committee and may assume that the
Committee is discharging its duties under this Plan until and unless it is
notified to the contrary, in writing, by any person known to be a Participant
of the Plan or by a Signatory Company. If the Trustee receives such notice,
the Trustee may exercise its own discretion and may apply to a court of
competent jurisdiction for guidance with respect to the disposition of the
Trust Fund or any other matter. Any powers granted to the Trustee that are to
be exercised according to the direction of the Committee shall be exercised by
the Trustee exactly as directed by the Committee in a written instrument signed
by the person or persons authorized to sign for the Committee and delivered to
the Trustee. The Trustee shall have absolutely no liability for any loss or
breach of trust of any kind which may result from any action or failure of
action due to its compliance with written direction from the Committee (whether
or not such action is to be taken solely at the direction of the Committee) or
for a failure on the part of the Committee to give a written direction properly
or within a required period of time. The Trustee may accept as true all papers,
certificates, statements and representations of fact that are presented to it
without investigation or verification if the Trustee believes them to be
genuine, to have been signed by the Committee and to be the act of the
Committee, and may rely solely

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on the written advice of the Committee on any question of fact. If at any time
the Committee shall fail to give directions or instructions to the Trustee or to
express its consent and approval to proposed action within a reasonable time
after consent and approval is requested by the Trustee, the Trustee, although
being under no obligation to do so, may act (and shall be protected in so
acting) without such directions, instructions, consent or approval and may
exercise its own discretion and judgment as seems appropriate and advisable
under the circumstances in order to effectuate the purposes of this Plan.

13.3 Resolutions of Board of Directors. The Trustee shall be fully
protected in relying upon a resolution of the Board of Directors, duly
certified by the Company's secretary or assistant secretary, as to the
membership of the Committee until a subsequent resolution is filed with the
Trustee by the Board of Directors.

13.4 Judicial Protection. The Trustee may seek judicial protection
for any action or proceeding it deems necessary to settle the accounts of the
Trustee; a judicial determination or a declaratory judgment as to a question of
construction of the Plan or Trust; or judicial instruction as to action under
this Plan or Trust. The Trustee need join only the Committee and the Signatory
Company as parties defendant although the Trustee may join other parties. The
district court of Harris County, Texas, shall have jurisdiction and venue in
all such matters.

13.5 Dealings with Third Parties. No person dealing with the
Trustee shall be required to verify the application by the Trustee for Trust
purposes of any money paid or other property delivered to

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the Trustee. All persons dealing with the Trustee shall be entitled to rely
upon the representations of the Trustee as to its authority and are released
from any duty of inquiry with respect thereto. Any action of the Trustee
hereunder shall be conclusively evidenced for all purposes of this Plan and
Trust by a certificate duly signed by the Trustee, and such certificate shall be
conclusive evidence of the facts recited therein and shall fully protect all
persons relying upon the truth thereof. Any person dealing with the Trustee in
good faith shall not be required to inquire whether the Committee has instructed
the Trustee or whether the Trustee is otherwise authorized to take or omit any
action. Any such person shall be fully protected in acting upon any notice,
resolution, instruction, direction, order, certificate, opinion, letter,
telegram or other document believed by such person to be genuine, to have been
signed by the Trustee and to be the act of the Trustee.

13.6 Annual Accounting by Trustee. At the times mutually agreed
upon with the Committee, the Trustee shall render to the Committee and to each
Signatory Company a written accounting of its administration of the Trust Fund
showing all receipts and disbursements during the preceding Plan Year and the
market value of the assets of the Trust Fund as of the end of such Plan Year.
The written approval of any accounting by the Committee as to all matters and
transactions stated or shown therein relating to the Trust shall be final and
binding upon the Committee, each Signatory Company and upon all persons who
shall then be or shall thereafter become interested in such Trust and the
Trustee shall be released

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and discharged as to all items, matters and things set forth in such accounting
as if such accounting had been settled by decree of a court of competent
jurisdiction. The failure of the Committee to notify the Trustee of its
disapproval of such accounting within ninety (90) days after receipt of any such
accounting shall be equivalent to written approval. The Trustee shall have,
nevertheless, the right to have its accounts settled by judicial proceeding.
The records of the Trustee as to the Trust Fund may be inspected by the
Committee or Signatory Company during normal business hours of the Trustee.

13.7 Preparation of Statement to Participants. The Trustee shall
provide any assistance and information requested by the Committee in
conjunction with the preparation of the statements to Participants in
accordance with Section 12.14.

13.8 Resignation of Trustee. The Trustee may resign at any time by
giving five (5) days' written notice to the Company. Such notice may be waived
by written consent of the Company. Upon such resignation, the Trustee shall
within a reasonable time render to the Committee and to each Signatory Company
in a manner consistent with Section 13.6 of this Article a written account of
its administration of the Trust for the period following that which was covered
by the last annual accounting, through the effective date of resignation.

13.9 Removal of Trustee. The Company may remove any Trustee at any
time by giving five (5) days' written notice. Such notice may be waived by
written consent of the Trustee being removed. In

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the event of removal, the Trustee shall be under the same duty to settle its
accounts as provided in Section 13.6 of this Article.

13.10 Appointment of Successor Trustee. The resignation or removal
of a Trustee shall not terminate the Trust. In the event of a vacancy in the
position of Trustee at any time, the Company shall designate and appoint a
successor Trustee. Any successor Trustee, upon executing an acknowledged
acceptance of the trusteeship and upon settlement of the accounts and discharge
of the retiring Trustee, shall be vested, without further act on the part of
anyone, with all the estates, titles, rights, powers, duties and discretions
granted to the retiring Trustee. The retiring Trustee shall execute and deliver
such assignments or other instruments as may be deemed advisable by the
successor Trustee.

13.11 Trustee's Compensation and Expenses. The Trustee may receive
such reasonable compensation as may be agreed upon from time to time; provided,
however, that no person serving as Trustee who receives full-time compensation
from a Signatory Company or group of Signatory Companies shall receive
compensation from the Trust Fund except for reimbursement of expenses properly
and actually paid. All brokerage costs, transfer taxes and expenses incurred
in connection with the investment and reinvestment of the Trust Fund, all
income taxes or other taxes of any kind whatsoever which may be levied or
assessed under existing or future laws upon or with respect to the Trust Fund,
and any interest which may be payable on money borrowed by the Trustee for the
purposes of the Trust, shall be paid from the Trust Fund, and, until paid,
shall

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constitute a charge upon the Trust Fund. All other administrative expenses
incurred by the Trustee in the performance of its duties, including reasonable
fees for legal, appraisal and accounting services rendered to the Trustee, such
compensation to the Trustee as may be agreed upon in writing from time to time
between the Company and the Trustee, all premiums for bonds required under
Section 13.12 hereof and all other proper charges and disbursements of the
Trustee, shall be paid from the Trust unless paid by the Signatory Companies;
provided, however, that premiums for required bonds under Section 13.12 hereof
may not be paid from the Trust. It is expressly provided, however, that any
excise tax assessed against any Trustee pursuant to the provisions of Section
4975 of the Code shall not, for the purposes of this Plan and Trust, be
considered an expense of the Trust to be paid by the Signatory Companies as
hereinabove provided.

13.12 Bonds. Unless specifically exempted by federal statute or
regulations promulgated thereunder, each and every Trustee shall be required to
give bond for the faithful performance of its duties, the amount of which shall
be fixed at the beginning of each Plan Year. The amount of each bond shall be
determined annually by the Board of Directors of the Company but shall not be
less than ten percent (10%) of the amount of funds handled. Unless otherwise
required by the Secretary of Labor, however, no bond shall be less than one
thousand dollars ($1,000) nor more than five hundred thousand dollars
($500,000). For purposes of fixing the amount of the bond, the amount of funds
handled by the Trustee shall be determined by the funds handled by the Trustee
during the preceding

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Plan Year, or, if the Plan had no preceding Plan Year, the amount of funds to be
handled during the current Plan Year by the Trustee. The bond shall provide
protection to the Plan against loss by reason of acts of fraud or dishonesty on
the part of the Trustee, directly or through connivance with others. However,
this Section 13.12 shall not apply as to any Trustee who is also a member of the
Committee and has given bond as required by Article XI, Section 12.11 hereof.

13.13 Indemnity. The Signatory Companies shall indemnify and save
the Trustee harmless from any and all claims, losses, damages, expenses
(including counsel fees approved by the Company) and liabilities (including any
amounts paid in settlement with the Company's approval) or other effects and
consequences arising from any act, omission or conduct in its official
capacity, except when the same is judicially determined to be due to the gross
negligence or willful misconduct of the Trustee. Any amounts paid or owing
under this Section 13.13 shall be considered as an expense of the Trustee to be
paid as provided in Section 13.11 hereof. It is expressly provided, however,
that any excise tax assessed against the Trustee pursuant to the provisions of
Section 4975 of the Code shall not, for the purposes of this Plan and Trust, be
considered an expense of the Trustee to be paid by the Signatory Companies as
hereinabove provided.

13.14 Voting and Exchange Offerings with Respect to Employer Stock.

(a) Each Participant shall have the right, and shall be afforded
the opportunity, to direct the manner as to which the

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Employer Stock allocated to the Participant's Account shall be voted at all
stockholders' meetings or in connection with all solicitations of written
consents in lieu of meetings. Each Participant shall be provided with timely
written notice of such meetings or consent solicitations. A Participant's
instruction on the voting of Employer Stock shall be transmitted in writing to
the Trustee who shall vote such stock in accordance with such written
instruction, provided such instruction is received by the Trustee within a
reasonable time prior to the time such Employer Stock must be voted. A
Participant shall be permitted to revoke or change any such instruction,
provided such revocation or change is received in writing by the Trustee within
a reasonable time prior to the time such Employer Stock must be voted. A
Participant's instructions to the Trustee on the voting of Employer Stock shall
remain in the strict confidence of the Trustee. In the absence of a written
instruction from a Participant, the Trustee shall not vote the shares of
Employer Stock allocated to such Participant's account. The Trustee shall vote
all unallocated shares in the same proportion as allocated shares are voted by
Participants.

(b)(i) Each Participant, with respect to Employer Stock allocated or
attributable to his Account, shall have the right and shall be afforded the
opportunity to direct the Trustee as to the manner in which to respond to any
tender or exchange offer, or any matter relating to such an offer, in regard to
shares of Employer Stock (an "Offer").

(ii) The Trustee shall as soon as practicable distribute
or cause to be distributed to each Participant such information
relating to any Offer the Trustee receives as a stockholder of record
of the Company.

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(iii) All directions by a Participant shall be given to the
Trustee in writing and in such form and manner as the Committee shall
prescribe. A Participant shall be permitted to revoke or change any
directions given, provided such revocation or change is received in
such form and manner as prescribed herein for giving direction
regarding an Offer. Any such directions shall remain in the strict
confidence of the Trustee.

(iv) Direction may be given to the Trustee to take such
actions as may be necessary to: i) to accept the Offer with respect
to the Employer Stock as to which a Participant has the right to give
such direction, or (ii) to reject the Offer with respect to the
Employer Stock as to which a Participant has the right to give such
direction.

(v) To the extent the Trustee has duly received direction
from a Participant, the Trustee shall comply therewith.

(vi) To the extent direction has not been duly received
from a Participant, it shall be deemed that each such Participant has
duly directed the Trustee to reject the Offer (with respect to the
Employer Stock as to which such Participant has the right to give such
direction). The Trustee shall respond to the Offer with respect to
any unallocated Employer Stock in the same proportion as participants
accept or reject the Offer with respect to allocated Employer Stock.

(vii) The Trustee shall accept or reject such Offer with
respect to Employer Stock in accordance with the foregoing on the last
day permitted pursuant to such Offer for such action to be taken
without the loss of any benefit under the Offer. To be considered
duly received by the Trustee, all directions must be received by the
Trustee within a reasonable period of time, as determined by the
Trustee, prior to such last day so that the Trustee may act in
accordance with such written directions.

ARTICLE XIV.

Investment Powers of Trustee

14.1 Standards; Prudent Man Rule. The Trustee shall, in
discharging its duties, act solely in the interest of the Participants and
Beneficiaries of the Plan. It must act exclusively for the purpose of
providing benefits to Participants

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and Beneficiaries and for defraying the reasonable expenses of the Plan. The
Trustee shall carry out its duties with the same care, skill, prudence and
diligence that a prudent man acting in a like capacity would use under
conditions prevailing at that time.

14.2 Appointment of Investment Manager. The Company upon notice to
the Trustee, may appoint an investment manager or managers over any portion or
portions of the Trust Fund. Such investment manager shall (in accordance with
Section 3(38) of the Act) be a fiduciary who is (a) registered as an investment
adviser under the Investment Advisers Act of 1940, (b) a bank, as defined in
that act, or (c) an insurance company qualified to perform these types of
services under the laws of more than one state. Such investment manager shall
acknowledge in writing its appointment as a fiduciary under this Plan and
Trust. The investment manager shall, except to the extent limited in its
written agreement with the Company, have all the powers and duties over the
portion of the Trust Fund designated as under its control, as the powers and
duties of a Trustee under this Plan including those set forth in this Article
XIV. In accordance with Section 405(d)(1) of the Act, the Trustee shall not be
liable for any acts or omissions of the investment manager or be under an
obligation to invest or otherwise manage any assets of the Plan, which are
subject to the management of such investment manager.

14.3 Powers of Trustee. The Trustee shall have the following
authority, rights, privileges and powers in addition to the authority, rights,
privileges and powers elsewhere vested in the

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Trustee and those now or hereafter conferred by law, subject to any limitations
stated in this Plan:

(a) To invest Participant's Deferral Contributions,
After-Tax Employee Contributions, Employer Matching Contributions and
Employer Contributions in accordance with the provisions of Section
14.5 of this Article; and

(b) At the written direction of the Committee, to invest
in, acquire or hold Qualifying Employer Real Property and Qualifying
Employer Securities of the Signatory Companies so that the
Participants may, in the largest possible measure, share in the
profits and growth of the Signatory Companies; provided, that the
Trustee shall make no such acquisitions without obtaining prior
written approval from the Internal Revenue Service if so required by
the provisions of the Code and regulations thereunder then in effect;
and provided further, that immediately following the acquisition of
Qualifying Employer Securities and Qualifying Employer Real Property,
not more than one hundred percent (100%) of the aggregate fair market
value of the Trust Fund is invested in Qualifying Employer Securities
and Qualifying Employer Real Property; and

(c) To hold, manage, control, collect, use (including the
power to hold any property unproductive of income) and dispose of the
Trust Fund in accordance with the terms of this instrument as if it
were the fee simple owner of such Trust Fund; and

(d) To keep any or all securities or other property in
the name of some other person, partnership or corporation with a power
of attorney for transfer attached, or in its name without disclosing
its fiduciary capacity; and

(e) To invest and reinvest the Trust assets, or any part
thereof, in any property of any kind or nature whatsoever (or in any
rights or interests therein or in any evidence or indicia thereof),
whether real, personal or mixed or whether tangible or intangible,
including, but not limited to, the following or anything of a similar
kind, character or class: common or preferred stock, including
evidences of ownership in so called Massachusetts trusts; fees;
beneficial interests; leaseholds; bonds; mortgages; leases; notes or
obligations; oil and gas payments; oil and gas contracts and other
securities; instruments; commodities; or property within or outside
the State of Texas; and to hold cash uninvested at any time and in any
amount. The Trustee may make or hold investments of any part of the

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Trust Fund in common or undivided interest with other persons or
entities; and

(f) To vote, either in person or by proxy, with or
without power of substitution, any stocks, bonds or other securities
held by it; to exercise any options appurtenant to any stocks, bonds
or other securities for the conversion thereof into other stocks,
bonds or securities; to exercise any rights to subscribe for
additional stocks, bonds or other securities and to make any and all
necessary payments thereof subject to Section 13.14 with respect to
Employer Stock; and

(g) To collect the principal and income of the Trust as
the same may become due and payable and to give binding receipt
therefor; and

(h) To institute, join in, maintain, defend, compromise,
submit to arbitration or settle any litigation, claim, obligation or
controversy in favor of or against the Trust Fund, all in the name of
the Trustee and without the joinder of any Participant; and

(i) From time to time transfer to a common or pooled
trust fund maintained by any corporate Trustee hereunder, all or such
part of the Trust Fund as the Trustee may deem advisable and such part
or all of the Trust Fund so transferred shall be subject to all
the terms and provisions of the common or pooled trust fund which
contemplate the commingling for investment purposes of such trust
assets with trust assets of other employees' profit sharing and pension
plans. The Trustee may, from time to time, withdraw from such common
or pooled trust fund all or such part of the Trust Fund as the Trustee
may deem advisable; and

(j) To partition any property or interest held as part of
the Trust Fund and to pay or receive such money or property necessary
or advisable to equalize differences; to make any distribution from
the Trust Fund in cash or in kind, or both (including an undivided
inter est in any property) or in any other manner (including composing
shares differently) and to value any property belonging to the Trust
Fund, which valuation at all times shall be binding upon the Signatory
Company and all Participants; and

(k) To loan or borrow money in any manner (including
joint and several obligations) with or without security, upon such
terms as the Trustee may deem advisable regardless of the duration of
the Trust created by this instrument and to mortgage (including the
making of purchase money mortgages), pledge or in any other manner
encumber all or any part of the Trust Fund as the

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Trustee may deem advisable. However, this subparagraph shall not
apply to purchases of Qualifying Employer Securities or Employer
Stock; and

(l) Subject to periodic review and approval by the
Committee, to select, employ and reasonably compensate such lawyers,
brokers, banks, investment counsel or other agents or employees and to
delegate to them such of the duties, rights and powers of the Trustee
(including the power to vote shares of stock) as the Trustee deems
advisable in administering the Trust Fund; and

(m) To appoint any person or corporation in any state of
the United States to act as ancillary Trustee with respect to any
portion of the Trust Fund. Any ancillary Trustee shall have such
rights, powers, duties and discretions as are delegated to it by the
Trustee but shall exercise the same, subject to such limitations or
further directions of the Trustee as shall be specified in the
instrument evidencing its appointment. Any ancillary Trustee shall be
accountable solely to the Trustee and shall be entitled to reasonable
compensation; and

(n) To exercise all the rights, powers, options and
privileges now or hereafter granted to trustees under the Texas Trust
Code, except such as conflict with the terms of this instrument. So
far as possible, no subsequent legislation or regulation shall limit
the rights, powers or privileges granted in this Plan or in the Texas
Trust Code, as it now exists. The Trustee shall have, hold, manage,
control, use, invest and reinvest, disburse and dispose of the Trust
Fund as if the Trustee were the owner thereof in fee simple instead of
in trust, subject only to such limitations as are contained herein or
such of the laws of the State of Texas as cannot be waived. The
instrument shall always be construed in favor of the validity of any
act or omission of the Trustee; and

(o) To deposit the assets of the Trust with itself or its
successors as a bank and/or its bank holding affiliate.
Notwithstanding any other provision of the Plan, the Trustee may cause
all or any part of the monies or other assets of the Trust, without
limitation as to amounts, to be commingled with the monies and assets
of similar trusts created by others by causing such monies and assets
to be invested as a part of any one or more of the trust funds created
by the Trustee, and monies or other assets of this Trust so added to
any of such trust funds at any time shall be subject to all of the
provisions of the governing instruments of any said trust funds; and

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(p) To purchase life insurance contracts on the lives of
Participants, subject to the following restrictions:

(1) In the event ordinary life insurance
contracts are purchased on the lives of Participants, the
aggregate premiums for such life insurance for each
Participant shall be less than one-half (1/2) of the Signatory
Company's Employer Contributions allocated to the credit of
the Participant at any particular time. Upon retirement of a
Participant, the Trustee shall either distribute the life
insurance contracts to that Participant or convert the entire
value of the life insurance on the Participant on or before
retirement so as to provide periodic income for the Retired
Participant;

(2) In the event term life insurance contracts
are purchased on the lives of Participants, the Trustee shall
expend for premiums for each Participant no more than
twenty-five percent (25%) of the aggregate of the Signatory
Company's Employer Contributions allocated to the credit of
that Participant at any particular time; and

(3) All insurance policies shall be held by the
Trustee, and all right, title and interest therein shall be
vested in the Trustee until disposed of by the Trustee as
herein provided. At any time and from time to time, each
insured Participant shall have the unrestricted right to
designate the Beneficiary to receive the death proceeds of the
policy or policies on his life, and the Trustee as directed by
the Committee shall cause such Beneficiary designation to be
made effective. If the Participant is married, the
Participant's spouse shall be the Beneficiary unless pursuant
to Article VI, Section 6.2 of the Plan the spouse consents to
the designation of another Beneficiary.

14.4 Prohibited Transactions. Except as elsewhere permitted in the
Act:

(a) The Trustee shall not cause the Plan to engage in a
transaction if it knows, or should know, that such transaction
constitutes a direct or indirect:

(1) Sale, exchange or leasing of any property
between the Plan and a party in interest;

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(2) Lending of money or other extension of credit
between the Plan and a party in interest, except for exempt
and authorized transactions;

(3) Furnishing of goods, services or facilities
between the Plan and a party in interest;

(4) Transfer to, or use by or for the benefit of,
a party in interest of any assets of the Plan; or

(5) Acquisition on behalf of the Plan of any
Employer Stock or Employer Real Property in violation of
Section 407(a) of said Act.

(b) The Trustee who has authority or discretion to
control or manage the assets of a Plan shall not permit the Plan to
acquire or hold any Employer Stock or Employer Real Property if it
knows, or should know, that holding such security or real property
violates Section 407(a) of said Act.

(1) Deal with the assets of the Plan in its own
interest or for its own account;

(2) In his individual capacity or any other
capacity act in any transaction involving the Plan on behalf
of a party (or represent a party) whose interests are adverse
to the interests of the Plan or the interests of its
Participants or Beneficiaries; or

(3) Receive any consideration for its own
personal account from any party dealing with the Plan in
connection with a transaction involving the assets of the
Plan.

(d) A transfer of real or personal property by a party in
interest to the Plan shall be treated as a sale or exchange if the
property is subject to a mortgage or similar lien which the Plan
assumes or if it is subject to a mortgage or similar lien which a
party in interest placed on the property within the ten-year period
ending on the date of the transfer.

(e) Except as otherwise permitted in the Act:

(1) The Plan shall not acquire or hold:

(A) Any Employer Stock which is not a
Qualifying Employer Security, or

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(B) Any Employer Real Property which is
not Qualifying Employer Real Property.

(f) For purposes of determining the time at which a Plan
acquires Employer Real Property for purposes of this section, such
property shall be deemed to be acquired by the Plan on the date
on which the Plan acquires the property or on the date on which the
lease to the Signatory Company (or Affiliated Company) is entered into,
whichever is later.

(g) The Trustee shall not acquire any collectibles. For
purposes for this subsection, "collectibles" means any work of art,
any rug or antique, any metal or gem, any stamp or coin, any alcoholic
beverage, or any other tangible personal property specified by the
Secretary of Labor or Secretary of the Treasury.

14.5 Investment of Contributions. Each Participant shall have the
right to elect, in writing on a form provided by the Committee, to have the
After-Tax Employee Contributions, Deferral Contributions, Employer Matching
Contributions and Employer Contributions which are allocated to his Account
invested in such classes of investments as are selected by the Committee and
offered for Participants' investment on a uniform, nondiscriminatory basis.
Such classes of investments shall be selected from time to time by the
Committee. The Participant may elect any combination of investments in these
Funds in minimum increments prescribed by the Committee. In the absence of an
election by a Participant, such Participant's Account shall be invested in the
fixed income fund or its equivalent, which is offered in accordance with the
provisions of this Section 14.5.

A Participant may change the investment of his present Account and the
investment of future contributions to be made on his behalf by giving written
notice to the Committee (on the prescribed form). Only one change may be made
each Plan quarter except to the extent

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otherwise determined by the Committee. Investment election changes must be in
the minimum increments prescribed by the Committee and shall be effective on the
Entry Date coincident with or next following thirty (30) days after the election
change is received by the Committee.

The investment of Trust Funds in Qualifying Employer Securities shall
not exceed either (a) on an aggregate basis, for the Plan and Trust as a whole,
the Trust Funds attributable to the Participant Accounts relating to Employer
Contributions and Employer Matching Contributions, or (b) on an individual
Participant Account basis (the Qualifying Employer Securities attributable to
each Participant's Account) shall not exceed the amounts allocated to each such
Participant's Account attributable to Employer Contributions and Employer
Matching Contributions. The preceding sentence shall be applied in a manner
that is intended to comply with the applicable rulings and releases of the
Securities and Exchange Commission with respect to the exemption from
registration for Qualifying Employer Securities held by the Plan and Trust.

ARTICLE XV.

No Loans to Participants

Loans to Participants are not permitted under the Plan.

ARTICLE XVI.

Amendment and Termination

16.1 Amendment - General. The Company shall have the sole right to
amend this Plan. In the event of any such amendment, each other Signatory
Company shall be deemed to have consented to the

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amendment unless it notifies the Company, in writing, that it refuses to ratify
the amendment. In the event that a Signatory Company refuses to ratify to any
such amendment, such refusal to ratify shall constitute a withdrawal from this
Plan by such Signatory Company. Upon the delivery by the Company to the Trustee
of a certified copy of the resolution authorizing an amendment to this Plan,
this Plan shall be deemed to have been so amended and all Participants and other
persons claiming any interest hereunder shall be bound thereby; provided, that
no amendment:

(a) Shall have the effect of vesting in any Signatory
Company any interest in any property held subject to the terms of the
Trust; or

(b) Shall (except as permitted by law) cause or permit
any property held subject to the terms of the Trust to be diverted to
purposes other than the exclusive benefit of the present or future
Participants and Beneficiaries; or

(d) Shall (except as permitted by law) reduce benefits of
a Participant.

For purposes of this paragraph, a plan amendment which has the effect of (1)
eliminating or reducing an early retirement benefit or a retirement-type
subsidy, or (2) eliminating an optional form of benefit, with respect to
benefits attributable to service before the amendment, shall be treated as
reducing benefits. In the case of a retirement-type subsidy, the preceding
sentence shall apply only with respect to a Participant who satisfies (either
before or after the amendment) the preamendment conditions for the subsidy. In
general, a retirement-type subsidy is a subsidy that continues after
retirement, but does not include a qualified disability

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benefit, a medical benefit, a social security supplement, a death benefit
(including life insurance), or a plant shutdown benefit (that does not continue
after retirement age). Furthermore, no amendment to the plan shall have the
effect of decreasing a Participant's vested Account balance determined without
regard to such amendment as of the later of the date such amendment is adopted
or becomes effective.

16.2 Amendments Necessary to Comply with Intentions of Signatory
Companies. It is the intention of each Signatory Company that its Employer
Matching Contributions and Employer Contributions to this Plan be deductible
under the applicable provisions of the Code, that such Employer Matching
Contributions and Employer Contributions not be subject to withholding under
the Code or the Federal Insurance Contributions Act; and that such Employer
Matching Contributions and Employer Contributions not be subject to the Fair
Labor Standards Act of 1938, as amended, as part of the "regular rate". The
Company shall make such amendments to this Plan as may be necessary to carry out
these intentions. All amendments to this Plan which may be required for the
purpose of realizing the intentions above stated may be made retroactively.

16.3 Termination with Respect to Signatory Company Without
Establishment of a Successor Plan. A termination of this Plan by any Signatory
Company, as provided below in this Section 16.3, without establishment of a
successor plan, shall constitute a termination only with respect to such
Signatory Company and such termination shall not constitute a termination of
this Plan with respect to any other Signatory Company. This Plan shall
terminate

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as to a Signatory Company upon the happening of any of the following events:

(a) The approval of the Committee of a written request by
such Signatory Company to terminate the Plan, effective as of the last
day of the Plan Year in which such consent is issued; or

(b) Twenty-one (21) years following the death of the last
surviving original Participant living at the time this Plan was
adopted by the Signatory Company; provided, however, that this Section
16.3(c) shall be effective only in the event that the Rule Against
Perpetuities is applicable to the Trust established under this Plan.

Upon termination of this Plan by any Signatory Company without establishment of
a successor plan, the Committee and the Trust will continue until the Plan
benefit of each Participant has been distributed. Plan benefits shall be
computed and, if necessary, the Trust Fund shall be partially or totally
converted to a liquid posture to permit an efficient and equitable distribution.
The Signatory Company will give written notice to the District Director of the
Internal Revenue Service of the fact that the Signatory Company has terminated
or partially terminated the Plan.

Distributions made on account of Plan termination shall be in
accordance with the provisions of Article IX of the Plan and in compliance with
any applicable requirements of the Code or other statutory or regulatory
agency.

16.4 Continuation of Plan and Trust by Successor. This Trust shall
not be considered terminated upon the dissolution or liquidation of a Signatory
Company in the event that a successor to the Signatory Company, by operation of
law or by the acquisition of its business interests, shall elect to continue
this Plan and Trust as provided in Article XVII.

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ARTICLE XVII.

Continuance of Plan by Successor

17.1 Adoption of Plan by Successor. In the event of the
consolidation or merger of any Signatory Company or the sale by any Signatory
Company of its assets, the resulting successor person or persons corporation
may continue the Plan by direction from such person, (if not a corporation); or
(if a corporation) by adopting the same by resolution of its board of directors
and by executing a proper supplemental trust agreement with the Trustee. If,
within ninety (90) days from the effective date of such consolidation, merger
or sale of assets, such successor neither adopts this Plan as provided herein
nor adopts a successor plan for the benefit of the employees of the Signatory
Company, then the Plan automatically shall be terminated and the Trust Fund
shall be distributed exclusively to the Participants or their Beneficiaries in
the manner provided in Article XVI, Section 16.3.

ARTICLE XVIII.

Merger of Plan or Transfer of Plan Assets

18.1 Transfer, Consolidation or Merger with Another Plan. In the
event of (1) a merger or consolidation of the Plan with any other plan or (2) a
transfer of assets and liabilities of the Plan to any other plan, each
Participant of the Plan will (if the Plan then terminated) be entitled to
receive a benefit immediately after such merger, consolidation or transfer
which is equal to or greater than the benefit he would have been entitled to
receive immediately before such merger, consolidation or transfer (if the Plan
had then been terminated).

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ARTICLE XIX.

Adoption of Plan by a Signatory Company

19.1 Method of Adoption. Any Affiliated Company may with the
approval of the Company, adopt this Plan for its Employees. Such adoption
shall be effectuated by resolution of the Board of Directors of the Affiliated
Company, with a copy of the approved executed resolutions to the Company and
the Committee.

19.2 Withdrawal from the Plan. Subject to the consent of the
Company, any Signatory Company may at any time withdraw from or discontinue its
participation in this Plan either by failure to consent to an amendment as
provided in Article XVI, Section 16.1 or by giving written notice of such
withdrawal to the Trustee and may cause to be segregated from the Trust Fund
that part of the assets held in the Trust Fund for the Accounts of the
Participants employed by such Signatory Company at the date of such
discontinuance. A withdrawal, whether or not voluntary, from this Plan by a
Signatory Company shall not of itself constitute a termination of the Plan with
respect to such Signatory Company. A Signatory Company which withdraws,
voluntarily or involuntarily, from this Plan may, as soon as may be practicable,
adopt a comparable employee benefit plan and trust which shall qualify under
Section 401(a) of the Code. The withdrawing Signatory Company shall then file
with the Trustee a written instrument evidencing its discontinuance in this Plan
and shall likewise file with the Trustee a certification by the Committee
authorizing the segregation from the Trust Fund of the assets attributable to
the Participants employed by such Signatory Company. In the event of

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segregation as hereinabove provided, the Trustee shall deliver to the successor
Trustee such part of the Trust Fund as may be determined by the Committee to
constitute the appropriate share of the Trust Fund then held with respect to the
Participants employed by such Signatory Company. Such former Signatory Company
will thereafter exercise with respect to such Plan and Trust all of the rights
and powers which may be reserved to such Signatory Company under the terms of
the written instruments providing for such segregation as aforesaid. Such
segregating Signatory Company shall likewise file with the successor Trustee
such other written instruments as may be necessary in order to make effective
the continuance as a separate trust (as though such Signatory Company were the
sole creator thereof) of the assets so segregated in accordance with the
provisions of this Plan or in accordance with such other plan as may be mutually
agreed upon between such Signatory Company and a successor Trustee.

ARTICLE XX.

Recovery of Employer Contributions

20.1 Initial Approval By Internal Revenue Service. Notwithstanding
any other provision of this Plan and Trust, it is specifically understood that
this Plan and Trust is adopted and executed by the Signatory Company upon the
condition precedent that the Plan and Trust shall be approved and qualified by
the Internal Revenue Service as meeting the requirements of the Code and the
regulations and rulings issued thereunder so that the Signatory Company will be
permitted to deduct for federal income tax purposes the amount of the Deferral
Contributions, Employer Contributions

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(if any) and its Employer Matching Contributions (if any) to the Trust under the
Plan, that such Deferral Contributions, Employer Contributions (if any) and
Employer Matching Contributions (if any) will not be taxable to the Participants
as income when made and that the Trust will be exempt from federal income tax.
In the event the Internal Revenue Service shall rule that the Plan and Trust are
not so approved and qualified, all Contributions made to the Trust under the
Plan by a Signatory Company prior to the initial determination by the Internal
Revenue Service as to the qualification of the Plan and Trust shall revert and
be repaid by the Trustee to the Signatory Company. No Participant, Eligible
Employee, Employee or other person shall have any right to the Employer Matching
Contributions (if any) or Employer Contributions (if any). However, After-Tax
Employee Contributions and Deferral Contributions allocated to each
Participant's Account shall be paid to such Participant. If the Company shall
determine, however, in consultation with the Commissioner's representatives,
that such failure of qualification may be cured by steps that the Company deems
will be in the interest of it and its Employees, the Company may elect to amend
the Plan and Trust in order to achieve such qualification rather than cause the
reversion of the Contributions as herein provided.

20.2 Conditioned on Deductibility. All employer contributions of
any kind under this Plan are hereby expressly made conditional on being allowed
as a deduction to the Signatory Company for federal income tax purposes.

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ARTICLE XXI.

Miscellaneous

21.1 Plan is a Voluntary Undertaking by the Signatory Company. The
adoption and maintenance of this Plan and Trust are strictly voluntary
undertakings on the part of the Signatory Company and shall not be deemed to
be a contract between the Signatory Company and any Employee. Nothing
contained herein shall be deemed to give any Employee the right to be retained
in the employment of the Signatory Company, to interfere with the rights of the
Signatory Company to discharge any Employee at any time or to interfere with an
Employee's right to terminate his employment at any time.

21.2 Benefit Provided Solely by the Trust Fund. All benefits
payable under this Plan shall be paid or provided for solely from the Trust and
the Signatory Company assumes no liability or responsibility therefor.

21.3 Nonalienation. No benefit payable or to become payable under
the Plan will, except as otherwise specifically provided by law, be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same by a Participant or
Beneficiary prior to distribution as herein provided shall be absolutely and
wholly void, whether such conveyance, transfer, assignment, mortgage, pledge or
encumbrance be intended to take place or become effective before or after the
expiration of the period herein fixed for the continuance of the said Trust
estate; nor will any benefit be in any manner liable for or subject to the
debts, contracts,

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liabilities, engagements or torts of the person entitled thereto. The Trustee
shall never under any circumstances be required to recognize any conveyance,
transfer, assignment, mortgage or pledge by a Participant or Beneficiary
hereunder of any part of the Trust estate or any interest therein and shall
never be required to pay any money or thing of value thereon or therefor, to any
creditor of a Participant or Beneficiary or upon any debt created by a
Participant or Beneficiary for any cause whatsoever. This provision shall not
apply to a "qualified domestic relations order" defined in Section 414(p) of the
Code, and those other domestic relations orders permitted to be so treated by
the Committee under the provisions of the Retirement Equity Act of 1984. The
Committee shall establish a written procedure to determine the qualified status
of domestic relations orders and to administer distributions under such
qualified orders. Further, to the extent provided under a "qualified domestic
relations order," a former spouse of a Participant shall be treated as the
spouse of a surviving spouse for all purposes under the Plan.

21.4 Applicable Law. The provisions of this Plan shall be
construed, administered and enforced according to the Code, as amended, the
Act, and, to the extent applicable, the laws of the State of Texas. All
contributions to and distributions from the Trust shall be deemed to take place
in the State of Texas. The Trustee or Signatory Company may at any time
initiate any legal action or proceeding for the settlement of the accounts of
the Trustee, for the determination of any questions (including questions of
construction which may arise) or for instruction, and the

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only necessary parties to such action or proceeding shall be the Trustee and the
Signatory Company, except that any other person or persons may be included as
parties defendant at the elections of the Trustee and the Signatory Company.

21.5 Construction. Unless the context clearly indicates to the
contrary, the masculine gender shall include the feminine and neuter, and the
singular shall include the plural. The words "hereof," "herein," hereunder"
and other similar compounds of the word "here" shall mean and refer to the
entire Plan and not to any particular provision or section.

21.6 Reference to Code or Act Sections. Reference to the
provisions of any particular Section of the Code or Act shall be deemed
reference to any Section of the Code or Act which may hereafter contain the
same or similar provisions.

21.7 Binding Agreement. This Plan shall be binding upon the
adopting Signatory Companies, the Trustee and their respective successors and
assigns, and upon the Participants, their Beneficiaries and their respective
heirs and legal representatives.

21.8 No Joint Venture Implied. The adoption of this Plan by any
Signatory Company shall not create a joint venture or partnership relationship
between it and any other party hereto, nor shall such action ever be construed
as having that effect. Any rights, duties, liabilities or obligations assumed
hereunder by each participating Signatory Company or imposed upon it as a
result of the terms and provisions of this Plan, shall relate to and affect
such Signatory Company alone.

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21.9 Copies of Plan Available. Copies of this Plan and any and all
amendments thereto shall be made available for inspection at all reasonable
times at the principal office of the Signatory Company to all Employees, and
any Employee may obtain a copy of them upon request and the payment of a
reasonable reproduction fee.

21.10 Titles and Headings. The titles to and headings of paragraphs
in this Plan are for convenience and reference only and, in the event of any
conflict, the text of this Plan and Trust, rather than such titles or headings,
shall control.

21.11 Counterparts. This Plan and all amendments thereto may be
executed in any number of counterparts, each of which shall be deemed an
original, and said counterparts shall constitute but one and the same instrument
which may be sufficiently evidenced by any one counterpart.

21.12 Severability. If any provision of this Plan and Trust shall
be held illegal or invalid for any reason, said illegality or invalidity shall
not affect the remaining provisions hereof, but each provision shall be fully
severable and the Plan and Trust shall be construed and enforced as if said
illegal or invalid provision had never been inserted herein.

21.13 Agent for Service of Legal Process. The Secretary of the
Company is hereby designated as agent of the Plan for the service of legal
process. Such designated agent may be changed from time to time by action of
the Board of Directors of the Company in writing, and such changes shall become
effective upon notification of the U.S. Secretary of Labor.

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21.14 Withholding; Reports. The Plan Administrator shall withhold
Federal income tax from all distributions from the Trust Fund to any Payee (or,
alternatively direct the Trustee to do so by providing the Trustee with such
information as may be required under Treasury Regulations), unless such Payee
properly elects a direct rollover of the distribution in accordance with
Section 9.8. For purposes of this Section 21.14, Payee means the Participant
or other individual or entity entitled to a distribution under this Plan. The
manner and amount of withholding will be determined pursuant to Section 3405 of
the Code and the regulations thereunder. The Payee shall be timely provided
with the following: notice of the Payee's right to elect a direct rollover to
any distribution; notice of the method of making such election; and a statement
to advise the Payee that penalties may be incurred under the estimated tax
payment rules if the payments of the estimated tax are not adequate or if
sufficient tax is not withheld from the distribution. Procedures with respect
to such notice requirements and the Payee's election shall be determined
pursuant to Section 3405 of the Code and the regulations thereunder. The Plan
Administrator shall maintain records, and make returns and reports with respect
to distributions and withholding thereof, if any, as required under Section
6047(e) of the Code and the regulations thereunder. In addition the Plan
Administrator shall make any reports required under Sections 402(f) and 6652(j)
pertaining to explanations to recipients of lump sum distributions from the
Plan.

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21.15 Single Plan. The Plan shall be administered, accounted for
and otherwise treated as a single plan with respect to all the Signatory
Companies that adopt this Plan.

IN WITNESS WHEREOF, the Company has caused this Twentieth Amendment
and Restatement to be executed on the date set forth below, effective as set
forth above.

December __, 1993 National Convenience
Stores Incorporated

By: /s/ V.H. VAN HORN
V.H. Van Horn, President
/s/ A.J. GALLERANO
A.J. Gallerano, Secretary

STATE OF TEXAS )
)
COUNTY OF HARRIS )

This instrument was acknowledged before me on this the 16th day of
December, 1993 by V.H. Van Horn, the President of National Convenience Stores
Incorporated, a Delaware corporation as its act and deed.

JANICE L. IVEY /s/ JANICE L. IVEY
(SEAL) Notary Public, State of Texas NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires 9-1-96
My Commission Expires:__________

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Appendix A

The following provisions of the Plan are effective January 1, 1987:

In Article I:

Sections 1.3, 1.4, 1.15, 1.22, 1.26, 1.27, 1.28, 1.30 and 1.39.

In Article II:

Sections 3.5, 3.6 and 3.7.

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The foregoing Twentieth Amendment and Restatement of the National
Convenience Stores Incorporated Profit Sharing Plan and Trust is hereby
accepted and agreed to by:

___________________, 1994 Merrill Lynch Trust Company
of Texas

ATTEST:

____________________________ By: __________________________________
, Vice President
and Trust Officer

STATE OF TEXAS )
)
COUNTY OF HARRIS )

This instrument was acknowledged before me on this the ______ day of
_________________, 1994 by _____________________________, the Vice President
and Trust Officer of Merrill Lynch Trust Company of Texas, a ________________
corporation as its act and deed.

___________________________________
NOTARY PUBLIC, STATE OF TEXAS

My Commission Expires: ____________

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