1
EXHBIT 10.11

GENUINE PARTNERSHIP PLAN

(Amended and Restated Effective January 1, 1994)
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GENUINE PARTNERSHIP PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1994)

TABLE OF CONTENTS

ARTICLE 1 -- INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.01 Establishment of Plan; Background . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.03 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.04 Plan Governs Distribution of Benefits . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2 -- DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Act or ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliated Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authorized Absence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Break in Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Stock Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Credited Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Eligible Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Employer Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Employer Matching Contribution Account . . . . . . . . . . . . . . . . . . . . . . 6
Employer Matching Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Family Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Fiduciary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Fund 6

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Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Non-highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . 8
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Permanent Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan Administrator or Administrator . . . . . . . . . . . . . . . . . . . . . . . 8
Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Pre-Tax Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Pre-Tax Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Prior Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Prior Employer Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Qualified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Qualified Nonelective Contribution . . . . . . . . . . . . . . . . . . . . . . . . 9
Qualified Nonelective Contribution Account . . . . . . . . . . . . . . . . . . . . 9
Qualifying Employer Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Rollover Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Rollover Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Spouse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Treasury Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trust or Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Other Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 3 -- PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3.01 Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.02 Year of Eligibility Service . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.03 Participation and Rehire . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.04 Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.05 Not Contract for Employment . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 4 -- PRE-TAX CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4.01 Pre-Tax Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.02 Elections Regarding Pre-Tax Contributions . . . . . . . . . . . . . . . . . . 15
4.03 Change in Employee Contribution Percentage or Suspension of Contributions . . 15
4.04 Deadline for Contributions and Allocation of Pre-Tax Contributions . . . . . 16
4.05 Rollover Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

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ARTICLE 5 -- EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

5.01 Employer Matching Contribution . . . . . . . . . . . . . . . . . . . . . . . 18
5.02 Qualified Nonelective Contributions . . . . . . . . . . . . . . . . . . . . . 18
5.03 Form and Timing of Contributions . . . . . . . . . . . . . . . . . . . . . . 19
5.04 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 6 -- ACCOUNTS AND ALLOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

6.01 Participant Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.02 Allocation of Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.03 Allocation of Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.04 Adjustment Attributable to Plan Loans . . . . . . . . . . . . . . . . . . . . 22
6.05 Plan Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.06 Investment Funds and Elections . . . . . . . . . . . . . . . . . . . . . . . 22
6.07 Errors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 7 -- VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

7.01 Termination Date On or After Age 65 . . . . . . . . . . . . . . . . . . . . 24
7.02 Permanent Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.03 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.04 Other Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.05 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE 8 -- DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

8.01 Commencement of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 27
8.02 Method of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.03 Payment to Minors and Incapacitated Persons . . . . . . . . . . . . . . . . . 28
8.04 Application for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.05 Special Distribution Rules . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.06 Distributions Pursuant to Qualified Domestic Relations Orders . . . . . . . . 30
8.07 Direct Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.08 Participant Withdrawals After Age 59-1/2 . . . . . . . . . . . . . . . . . . 31

ARTICLE 9 -- HARDSHIP WITHDRAWALS; LOANS . . . . . . . . . . . . . . . . . . . . . . . . . 33

9.01 Hardship Withdrawal of Account . . . . . . . . . . . . . . . . . . . . . . . 33
9.02 Definition of Hardship . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.03 Maximum Hardship Distribution . . . . . . . . . . . . . . . . . . . . . . . . 33
9.04 Procedure to Request Hardship . . . . . . . . . . . . . . . . . . . . . . . . 35
9.05 Authority to Establish Loan Program . . . . . . . . . . . . . . . . . . . . . 35
9.06 Eligibility for Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.07 Loan Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.08 Maximum Number of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.09 Assignment of Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.10 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.11 Term of Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

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9.12 Level Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.13 Directed Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.14 Other Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.15 Distribution of Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 10 -- ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . 38

10.01 Named Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10.02 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10.03 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.04 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.05 Standard of Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . . . . . 41
10.06 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
10.07 Indemnification of Committee . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE 11 -- AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . 44

11.01 Right to Amend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
11.02 Termination or Discontinuance of Contributions . . . . . . . . . . . . . . . 44
11.03 IRS Approval of Termination . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE 12 -- SPECIAL DISCRIMINATION RULES . . . . . . . . . . . . . . . . . . . . . . . . 46

12.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
12.02 $7,000 Limit on Pre-Tax Contributions . . . . . . . . . . . . . . . . . . . 49
12.03 Average Actual Deferral Percentage . . . . . . . . . . . . . . . . . . . . . 51
12.04 Special Rules For Determining Average Actual Deferral Percentage . . . . . . 52
12.05 Distribution of Excess ADP Deferrals . . . . . . . . . . . . . . . . . . . . 52
12.06 Average Actual Contribution Percentage . . . . . . . . . . . . . . . . . . . 54
12.07 Special Rules For Determining Average Actual Contribution Percentages . . . 55
12.08 Distribution of Employer Matching Contributions . . . . . . . . . . . . . . 55
12.09 Combined ACP and ADP Test . . . . . . . . . . . . . . . . . . . . . . . . . 56
12.10 Order of Applying Certain Sections of Article . . . . . . . . . . . . . . . 58
12.11 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE 13 -- HIGHLY COMPENSATED EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . 59

13.01 In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
13.02 Highly Compensated Employees . . . . . . . . . . . . . . . . . . . . . . . . 59
13.03 Former Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . 59
13.04 Family Aggregation Rules . . . . . . . . . . . . . . . . . . . . . . . . . . 60
13.05 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
13.06 Other Methods Permissible . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE 14 -- MAXIMUM BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

14.01 General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

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14.02 Combined Plan Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . 64
14.03 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
14.04 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE 15 -- TOP HEAVY RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

15.01 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
15.02 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
15.03 Minimum Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
15.04 Combined Plan Limitation For Top Heavy Years . . . . . . . . . . . . . . . . 69

ARTICLE 16 -- MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

16.01 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
16.02 Action by Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
16.03 Spendthrift Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
16.04 Distributions Upon Special Occurrences . . . . . . . . . . . . . . . . . . . 70
16.05 Discrimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
16.06 Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
16.07 Compliance with Applicable Laws . . . . . . . . . . . . . . . . . . . . . . 71
16.08 Agent for Service of Process . . . . . . . . . . . . . . . . . . . . . . . . 71
16.09 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
16.10 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
16.11 Adoption of the Plan by an Affiliated Sponsor . . . . . . . . . . . . . . . 72
16.12 Protected Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
16.13 Location of Participant or Beneficiary Unknown . . . . . . . . . . . . . . . 74

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GENUINE PARTNERSHIP PLAN
(Amended and Restated Effective January 1, 1994)

ARTICLE 1

INTRODUCTION

1.01 Establishment of Plan; Background.

(a) Effective July 1, 1988, Genuine Parts Company adopted and
established the Genuine Partnership Plan ("Prior Plan").
The Prior Plan was at all times maintained as a plan meeting
the requirements of Sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended, and of the
Employee Retirement Income Security Act of 1974.

(b) Effective January 1, 1994, the Prior Plan is continued in an
amended and restated form as set forth in its entirety in
this document (the "Plan").

1.02 Effective Date

This Plan shall be effective as of January 1, 1994. Notwithstanding
this general effective date, certain provisions of this Plan (as set
forth in this document) shall have effective dates earlier than
January 1, 1994.

1.03 Purpose.

This Plan is intended to provide a cash or deferred arrangement under
Code Sections 401(a) and 401(k). Under the Plan, Participants can
direct that a specified percentage of the amount that otherwise would
have been paid to them as Compensation be contributed by the Employer
to the Plan. The benefits described in the Plan are provided for the
exclusive benefit of the Participants and their Beneficiaries.

1.04 Plan Governs Distribution of Benefits

The distribution of benefits for all Participants (whether employed
by the Employer before or after the Effective Date) shall be governed
by the provisions of this Plan. Nevertheless, early retirement
benefits, retirement-type subsidies, or optional forms of benefit
protected under Code Section 411(d)(6) ("Protected Benefits") shall
not be reduced or eliminated with respect to benefits accrued under
such Protected Benefits unless such reduction or elimination is
permitted under the Code, Treasury Regulations, authority issued by
the Internal Revenue Service or judicial authority.
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ARTICLE 2

DEFINITIONS

Certain terms of this Plan have defined meanings which are set forth in this
Article and which shall govern unless the context in which they are used
clearly indicates that some other meaning is intended.

Account shall mean the Account established and maintained by the Committee or
Trustee for each Participant or their Beneficiaries to which shall be allocated
each Participant's interest in the Fund. Each Account shall be comprised of
the sub-accounts described in Section 6.01.

Act or ERISA shall mean Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as the same may be amended from time to time.

Adjustment shall mean, for any Valuation Date, the aggregate earnings, realized
or unrealized appreciation, losses, expenses, and realized or unrealized
depreciation of the Fund since the immediately preceding Valuation Date. The
determination of the adjustment shall be made by the Trustee and shall be final
and binding.

Affiliate shall mean the Company and any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Company; any trade or business which is under common control (as
defined in Code Section 414(c)) with the Company; any organization which is a
member of an affiliated service group (as defined in Code Section 414(m)) which
includes the Company; and any other entity required to be aggregated with the
Company pursuant to regulations under Code Section 414(o).

Affiliated Sponsor shall mean any corporation and any other entity that is
designated by the Committee as an Affiliated Sponsor under the Plan. See
Section 16.11 for provisions relating to an Affiliated Sponsor's adoption of
the Plan. All Affiliated Sponsors, groups of employees designated as
participating in the Plan by such Affiliated Sponsors (if not all employees),
and the effective date of each company's designation as an Affiliated Sponsor
shall be specified in Schedule A.

Authorized Absence shall mean any temporary layoff or any absence authorized by
the Employer under the Employer's standard personnel practices provided that
all persons under similar circumstances must be treated alike in the granting
of such Authorized Leaves of Absence and provided further that the Participant
returns within the period of authorized absence. An absence due to service in
the Armed Forces of the United States shall be considered an Authorized Absence
to the extent required by federal law.

Beneficiary. For unmarried Participants, any individual(s), trust(s),
estate(s), partnership(s), corporation(s) or other entity or entities
designated by the Participant in

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accordance with procedures established by the Committee to receive any
distribution to which the Participant is entitled under the Plan in the event
of the Participant's death. The Committee may require certification by a
Participant in any form it deems appropriate of the Participant's marital
status prior to accepting or honoring any Beneficiary designation. Any
Beneficiary designation shall be void if the Participant revokes the
designation or marries. Any Beneficiary designation shall be void to the
extent it conflicts with the terms of a qualified domestic relations order.

If an unmarried Participant fails to designate a Beneficiary or if the
designated Beneficiary fails to survive the Participant and the Participant has
not designated a contingent Beneficiary, the Beneficiary shall be the surviving
descendants of the Participant (who shall take per stirpes) and if there are no
surviving descendants, the Beneficiary shall be the Participant's estate. For
the purposes of the foregoing sentence, the term "descendants" shall include
any persons adopted by a Participant or by any of his descendants.

A married Participant's Beneficiary shall be his Spouse unless the Participant
has designated a non-Spouse Beneficiary (or Beneficiaries) with the written
consent of his Spouse given in the presence of a notary public on a form
provided by the Committee, or unless the terms of a qualified domestic
relations order require payment to a non-Spouse Beneficiary. A married
Participant's designation of a non-Spouse Beneficiary in accordance with the
preceding sentence shall remain valid until revoked by the Participant or until
the Participant marries a Spouse who has not consented to a designation in
accordance with the preceding sentence.

For the purposes of this Section, revocation of prior Beneficiary designations
will occur when a Participant (i) files a valid designation with the Committee;
or (ii) files a signed statement with the Committee evidencing his intent to
revoke any prior designations.

Board shall mean the Board of Directors of the Company.

Break in Service shall occur if the Employee ceases to be employed by the
Employer and does not resume Employment for seven or more consecutive years.

Code shall mean the Internal Revenue Code of l986, as amended. A reference to
a specific provision of the Code shall include such provision and any
applicable Treasury Regulation pertaining thereto.

Committee shall mean the Committee appointed by the Board under Article 10 to
administer the Plan. This term is interchangeable with "Plan Administrator."

Company shall mean Genuine Parts Company and its successors and assigns which
adopt this Plan.

Company Stock shall mean the common stock of the Company.

- 3 -
10

Company Stock Fund shall mean the portion of a Participant's Account and each
subaccount which is invested in Company Stock.

Compensation shall mean, effective January 1, 1989, the gross annual earnings
reported on a Participant's Form W-2 (box 10 or its comparable location as
provided on Form W-2 in future years) as required by Code Section Section
6041(d) and 6051(a)(3). In addition, Compensation shall include Pre-Tax
Contributions under this Plan and salary reduction pre-tax contributions to a
Section 125 Plan maintained by the Employer. Compensation shall be determined
by ignoring any income exclusions under Code Section 3401(a) based on the
nature or location of employment. In addition, Compensation shall be
determined by ignoring reimbursements or other expense allowances, fringe
benefits (cash and non-cash), moving expenses, deferred compensation (and for
this purpose benefits under a stock option plan is "deferred compensation") and
welfare benefits (and for this purpose, worker's compensation payments of any
type and severance pay of any type shall be considered "welfare benefits," but
sick pay, short term disability and vacation pay are not considered "welfare
benefits"). Compensation shall not include amounts in excess of the
limitations set forth in Code Section 401(a)(17) ($150,000 in 1994). See also
Section 13.04 for additional rules regarding aggregation of Compensation for
certain Family Members.

Credited Service shall mean the number of years of service as an Employee of
the Employer (with proportionate allowance for fractional years) both before
and after the Effective Date, measured in accordance with the following rules:

(a) Credited Service for Employment Prior to January 1, 1988.
An Employee who was employed on the day preceding the
effective date of the Prior Plan (July 1, 1988) shall
receive Credited Service under this Plan for all years of
Credited Service earned under and pursuant to the Genuine
Parts Company Pension Plan prior to January 1, 1988.
Credited Service so determined shall be the Participant's
Credited Service under this Plan for all service prior to
January 1, 1988. If an Employee was not employed by the
Employer on June 30, 1988, such Employee shall not receive
Credited Service under this Plan for his Employment prior to
January 1, 1988.

(b) Credited Service for Employment On or After January 1, 1988.
On or after January 1, 1988, an Employee shall receive
Credited Service for the elapsed time of his Employment
beginning on the date of the Employee's first Hour of
Service on or after January 1, 1988 and ending on his
Termination Date. If an Employee has a Termination Date and
is subsequently rehired, such Employee shall again receive
Credited Service (subject to the Break in Service rules set
forth below) beginning on the date of the Employee's first
Hour of Service on or after his reemployment and ending on
his subsequent Termination Date.

- 4 -
11

(c) Break in Service. Credited Service shall not include any
period of Employment which precedes a Break in Service if as
of the first day of the Break in Service, the Employee is
not vested in any portion of his Account.

(d) Employment with Affiliated Sponsors; Predecessor Businesses.
Credited Service shall not include any period of employment
with any Affiliated Sponsor prior to its designation as an
Affiliated Sponsor or any period of employment with a
predecessor business prior to its acquisition by Employer
except to the extent provided in Schedules A or B.

(f) Military Service. Credited Service shall not include any
period of service in the military; except to the extent such
service is required to be credited under applicable federal
law.

(g) Employment with Affiliates. An Employee's service with an
Affiliate shall be considered Employment with the Employer.

Distribution shall mean payment by the Trustee to or for the benefit of a
Participant, Spouse, Beneficiary or other person entitled to benefits as
provided in this Plan.

Effective Date shall mean January 1, 1994.

Eligible Employee shall mean, except for those Employees identified in the
following sentence, all Employees employed by the Employer. The following
Employees shall not be considered Eligible Employees: (i) any employee
included in a collective bargaining unit for which a labor organization is
recognized as collective bargaining agent unless such employee has been
designated by the Committee as an "Eligible Employee" for the purposes of this
Plan, (ii) any Employee who is a nonresident alien and who does not receive
earned income from the Employer which constitutes income from sources within
the United States, or (iii) any "leased employee," within the meaning of Code
Section 414(n)(2), with respect to the Employer.

Employee shall mean any person employed by or on Authorized Absence from the
Employer, and any person who is a "leased employee" within the meaning of Code
Section 414(n)(2) with respect to the Employer. However, if such "leased
employees" constitute less than 20 percent of the Employer's combined
non-highly compensated work force, within the meaning of Code Section
414(n)(1)(C)(ii), the term "Employee" shall not include "leased employees"
covered by a plan described in Code Section 414(n)(5).

Employer shall mean the Company and any Affiliated Sponsor. All Affiliated
Sponsors are listed on Schedule A.

Employer Contribution shall mean Employer Matching Contributions and Qualified
Nonelective Contributions. Employer Contributions may be made without regard
to

- 5 -
12

current or accumulated earnings and profits for the taxable year or years
ending with or within the Plan Year.

Employer Matching Contribution Account shall mean the portion of a
Participant's total Account attributable to Employer Matching Contributions,
and the total of the Adjustments which have been credited to or deducted from a
Participant's Account with respect to Employer Matching Contributions.

Employer Matching Contribution shall have that meaning as defined in Section
5.01.

Employment shall mean the active service of an Employee with the Employer.
Employment with an Affiliated Sponsor prior to its designation as an Affiliated
Sponsor and employment with a predecessor business prior to its acquisition by
Employer shall be counted as employment with the Employer only to the extent
provided in Schedules A or B.

Entry Date shall mean the first business day of any calendar month.

Family Member shall have that meaning as defined in Section 13.04(b).

Fiduciary shall mean any party named as a Fiduciary in Section 10.01. Any
party shall be considered a Fiduciary of the Plan only to the extent of the
powers and duties specifically allocated to such party under the Plan.

Fund shall mean the money and other properties held and administered by the
Trustee in accordance with the Plan and Trust Agreement. If the Committee so
directs, multiple trust funds may be established under this Plan, which
together shall comprise the Fund hereunder.

Highly Compensated Employee shall have that meaning as defined in Article 13.

Hour of Service shall mean:

(a) Each hour for which an Employee is paid, or entitled to
payment, for performance of duties for an Employer or
Employers.

(b) Each hour for which an Employee is paid, or entitled to
payment, by an Employer or Employers, on account of a period
of time during which no duties are performed (irrespective
of whether the employment relationship is terminated) due to
vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty, or Authorized
Absence; provided that in no event, shall an Employee
receive credit for more than 501 Hours of Service for any
single continuous period of non-working time. However, no
Hours of Service shall be granted for any direct or indirect
payment or for any entitlement to payment if (i) such
payment is

- 6 -
13

made or due under a plan maintained solely for the purpose
of complying with applicable worker's compensation laws,
unemployment laws or disability insurance laws or (ii) such
payment is intended to reimburse an employee for his or her
medical or medically related expenses.

(c) Each hour for which an Employee is on an Authorized Leave
of Absence by reason of: (i) the pregnancy of the
Employee, (ii) birth of a child of the Employee, (iii)
placement of a child with the Employee in connection with
the adoption of the child by the Employee, or (iv) caring
for a child referred to in paragraphs (i) through (iii)
immediately following birth or placement. Hours credited
under this paragraph shall be credited at the rate of 10
hours per day, 45 hours per week but shall not, in the
aggregate, exceed the number of hours required to prevent
the Employee from incurring a Break in Service under Code
Section 410(a)(5) (a maximum of 501 hours) during the first
computation period in which a Break in Service would
otherwise occur.

(d) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by an Employer or
Employers. These hours shall be credited to the Employee
for the computation period or period to which the award or
agreement pertains, rather than the computation period in
which the award, agreement, or payment is made.

(e) In lieu of the foregoing, an Employee who is not compensated
on an hourly basis (such as salary, commission or piecework
employees) shall be credited with 45 Hours of Service for
each week (or 10 Hours of Service for each day) in which
such Employee would be credited with Hours of Service in
hourly pay. However, this method of computing Hours of
Service may not be used for any Employee whose Hours of
Service is required to be counted and recorded by any
Federal law, such as the Fair Labor Standards Act. Any such
method must yield an equivalency of at least 1,000 hours per
computation period.

The following rules shall apply in determining whether an Employee completes an
"Hour of Service":

1. The same hours shall not be credited under subparagraphs
(a), (b) or (c) above, as the case may be, and subparagraph
(d) above; nor shall the same hours credited under
subparagraphs (a) through (d) above be credited under
subparagraph (e) above;.

2. The rules relating to determining hours of service for
reasons other than the performance of duties and for
crediting Hours of Service to particular periods of
employment shall be those rules stated in Department of
Labor

- 7 -
14

regulations Title 29, Chapter XXV, subchapter C, part 2530,
Sections 200b2(b) and 200b2(c), respectively.

Investment Fund shall mean the separate funds under the Trust Fund which are
distinguished by their investment objectives. The term "Investment Fund" does
not include a Participant's Common Stock Fund.

Non-highly Compensated Employee shall mean an Employee of the Employer who is
neither a Highly Compensated Employee nor a Family Member of a Highly
Compensated Employee.

Participant shall mean an Employee who becomes eligible to participate in the
Plan as provided in Article 3.

Permanent Disability shall mean a physical or mental condition of a Participant
resulting from bodily injury, disease, or mental disorder which (i) for a
Participant who is not in active Employment on or after January 1, 1993,
entitles the Participant to Social Security disability benefits or (ii) for a
Participant who is in active Employment on or after January 1, 1993, results in
the Participant receiving long term disability benefits under The Genuine Parts
Company Long Term Disability Plan. A Participant's Permanent Disability will
end on the date the Participant is no longer receiving disability benefits (i)
under Social Security for a Participant who is not in active Employment on or
after January 1, 1993, or (ii) under The Genuine parts Company Long Term
Disability Plan for a Participant who is in active Employment on or after
January 1, 1993.

Plan shall mean the Genuine Partnership Plan as set forth in this document
together with any subsequent amendments hereto.

Plan Administrator or Administrator shall mean the Committee appointed by the
Board pursuant to Article 10 to administer the Plan. All references in the
Plan to the Administrator shall be deemed to apply to the Committee and vice
versa. The Committee so appointed is hereby designated as the "Administrator"
of the Plan within the meaning of Section 3(16) of the Act and as the agent for
service of legal process for purposes of Section 102(b) of the Act.

Plan Year shall be the calendar year.

Pre-Tax Contributions shall mean contributions made to the Plan during the Plan
Year by the Employer, at the election of the Participant, in lieu of cash
compensation and that are made pursuant to a salary reduction agreement. Such
contributions are nonforfeitable when made and distributable only as specified
in Article 8 below.

Pre-Tax Contribution Account shall mean the portion of a Participant's Account
attributable to Pre-Tax Contributions, and the total of the Adjustments which
have been

- 8 -
15

credited to or deducted from a Participant's Account with respect to Pre-Tax
Contributions.

Prior Plan. See Section 1.01.

Prior Employer Account shall mean the portion of a Participant's Account
attributable to assets transferred directly from the trustee of another
Qualified Plan to the Trustee of this Plan and which are not separately
allocated to an existing Account under this Plan. Sub-accounts may be
established as necessary to separately account for pre-tax contributions,
after-tax contributions, etc. Any restrictions or special rules applicable to
the Prior Employer Account (including optional forms of benefit that are
protected under Code Section 411(d)(6)) shall be set forth in Schedule C.

Qualified as used in "qualified plan" or "qualified trust" shall mean a plan
and trust which are entitled to the tax benefits provided respectively by
Sections 401 and 501 of the Code, and related provisions of the Code.

Qualified Nonelective Contribution shall have that meaning as defined in
Section 5.02.

Qualified Nonelective Contribution Account shall mean the portion of a
Participant's Account attributable to Qualified Nonelective Contributions, and
the total of the Adjustments which have been credited to or deducted from a
Participant's Account with respect to Qualified Nonelective Contributions.

Qualifying Employer Securities shall have that meaning as defined in Section
407(d)(5) of the Act.

Rollover Account. The portion of a Participant's Account attributable to
Rollover Contributions or the total of the Adjustments attributable to such
Rollover Contributions.

Rollover Contribution See Section 4.05.

Spouse shall mean the person who was married to the Participant (in a civil or
religious ceremony recognized under the laws of the state where the marriage
was contracted) immediately prior to the date on which payments to the
Participant from the Plan begin. If the Participant dies prior to the
commencement of benefits, Spouse shall mean a person who is married to a
Participant (as defined in the immediately preceding sentence) on the date of
the Participant's death. A Participant shall not be considered married to
another person as a result of any common law marriage whether or not such
common law marriage is recognized by applicable state law.

Termination Date shall mean the first to occur of the following events:

(a) Voluntary resignation from service of the Employer; or

- 9 -
16

(b) Discharge from the service of the Employer by the Employer; or

(d) Death; or

(e) Permanent Disability; or

(f) The first anniversary of the date the Employee ceases
Employment for any reason not described above, e.g., vacation,
holiday, sickness, disability (but not a Permanent Disability
resulting in a Distribution from the Plan), leave of absence,
or layoff.

If, however, an Employee terminates his Employment on account of an event
described in paragraphs (a) - (c) above and the Employee performs an Hour of
Service within twelve months following such Termination Date (or such lesser
period as provided in Treasury Regulation Section 1.410(a)-7(d)(iii)(B)), the
Employee shall be considered as having been in active Employment during such
period of absence. An Employee on Authorized Absence will not have a
Termination Date earlier than the end of such Authorized Absence.

Treasury Regulation means regulations pertaining to certain Sections of the
Code as issued by the Secretary of the Treasury.

Trust or Trust Agreement shall refer to the Fund established pursuant to one or
more agreements of trust entered into between the Employer and one or more
trustees (sometimes referred to as sub-trusts), which governs the creation and
maintenance of the Fund, and all amendments thereto which may hereafter be
made. It is expressly intended that (if the Committee so directs) multiple
sub-trusts may be established under this Plan, which together shall comprise
the Trust Fund hereunder and that all of the sub-trusts shall be considered to
be a single trust fund for purposes of Section 1.414(1)- 1(b)(1) of the
Treasury Regulations. The term Trust Fund shall also be deemed to include any
fund existing pursuant to any deposit administration or group annuity contract
between the Company and/or the Trustee and an Insurer. Each trust agreement or
contract with an Insurer established pursuant to this Plan shall be listed on
Schedule D.

Trustee shall mean any institution or individual(s) who shall accept the
appointment of the Committee to serve as Trustee pursuant to the Plan.

Valuation Date. It is intended that the assets of the Plan will be invested in
daily valued investment funds. Accordingly, the term "Valuation Date" shall
mean each day of the calendar year during which the Trustee determines the fair
market value of the assets held in the Investment Funds.

- 10 -
17

Other Rules. A defined term, such as "Termination," will normally govern the
definitions of derivatives therefrom, such as "Terminate," even though such
derivatives are not specifically defined and even if they are or are not
initially capitalized. The masculine gender, where appearing in the Plan,
shall be deemed to include the feminine gender, unless the context clearly
indicates to the contrary. Singular and plural nouns and pronouns shall be
interchangeable as the factual context may allow or require. 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.

- 11 -
18

ARTICLE 3

PARTICIPATION

3.01 Participation

(a) Each Eligible Employee who is a Participant in the Prior
Plan on the day preceding the Effective Date of this Plan
shall be a Participant in this Plan on the Effective Date
(provided he is employed on the Effective Date).

(b) An Eligible Employee who is not described in subsection (a)
above shall become a Participant in the Plan on the Entry
Date next following the later of (i) the date on which the
Employee has both completed one Year of Eligibility Service
and attained age 21 or (ii) the date the Employee becomes a
member of the class of Eligible Employees. See Section 3.04
below for special rules that apply to new Employees
following an acquisition.

(c) If an Eligible Employee either (i) is not employed or (ii)
is no longer an Eligible Employee on the earliest Entry Date
on or after which such Employee satisfied the requirements
described above, but returns to work or again becomes an
Eligible Employee before incurring a Break in Service, such
Eligible Employee shall commence participation on the date
such Employee returns to work or again becomes an Eligible
Employee. If the Employee returns to work or again becomes
an Eligible Employee after a Break in Service, such Employee
must again satisfy the requirements of Section 3.01(b).

(d) An Eligible Employee who becomes eligible to participate in
this Plan will be asked to follow certain procedures to
enroll in the Plan, and pursuant to which he will designate
Beneficiaries and may elect to make Pre-Tax Contributions.

3.02 Year of Eligibility Service

(a) 1,000 Hour Rule. A Year of Eligibility Service is
determined under the 1,000 Hours of Service method.
Accordingly, an Employee shall receive one Year of
Eligibility Service upon completing a twelve consecutive
month period of Employment during which the Employee earns
at least 1,000 Hours of Service. The initial twelve month
period shall be the twelve consecutive month period
commencing on the Employee's date of hire or rehire. If the
Employee fails to complete 1,000 Hours of Service during

- 12 -
19

this 12 month period, the Employee shall receive a Year of
Eligibility Service upon completing at least 1,000 Hours of
Service during a Plan Year (commencing with the Plan Year
during which the Employee's first anniversary of his date of
hire occurs).

(b) Break in Service. For purposes of this Article 3, an
Employee shall not receive credit for any Hours of Service
during any period of Employment which precedes a Break in
Service if, at the time of the Break in Service, the
Employee had never been a Participant in the Plan.

(c) Authorized Absence. A period during which an Employee is on
Authorized Absence shall not count towards the Employee's
Break in Service if such Employee resumes Employment
immediately after the end of such Authorized Absence.

3.03 Participation and Rehire.

(a) Status as a Participant. A Participant's participation in
the Plan shall continue until the Participant's Termination
Date. On or after his Termination Date, the Employee shall
be known as a Former Participant and his benefits shall
thereafter be governed by the provisions of Article 8. The
individual's status as a Former Participant shall cease as
of the date the individual ceases to have any balance in his
Account. If a Participant ceases to be an Eligible Employee
but does not have a Termination Date, then such person shall
continue to be known as a "Participant," but shall not be
eligible to make Pre-Tax Contributions and shall not be
eligible to receive Employer Contributions.

(b) Rehire of Person who was a Participant in this Plan. An
Eligible Employee who was a Participant in this Plan at the
time of his Termination Date and who is subsequently rehired
by an Employer, shall be eligible to immediately participate
in this Plan on the date of his rehire or, if later, on the
date he becomes an Eligible Employee.

3.04 Acquisitions.

If a group of persons becomes employed by an Employer (or any of its
subsidiaries or divisions) as a result of an acquisition of another
employer, the Committee shall determine whether and to what extent
employment with such prior employer shall be treated as Years of
Eligibility Service, the applicable Entry Date (or special entry
date) for such acquired employees, and any other terms and conditions
which apply to eligibility to participate in this Plan. Such terms
and conditions shall be set forth in Schedule A or Schedule B to this
Plan by action of the Committee. Except to the extent required by
law, employees of an acquired business which is not identified in
Schedule A or Schedule B shall not receive credit under this Plan for
their prior employment with the acquired business.

- 13 -
20

3.05 Not Contract for Employment.

Participation in the Plan shall not give any Employee the right to be
retained in the Employer's employ, nor shall any Employee, upon
dismissal from or voluntary termination of his employment, have any
right or interest in the Fund, except as herein provided.

- 14 -
21

ARTICLE 4

PRE-TAX CONTRIBUTIONS

4.01 Pre-Tax Contributions.

Effective on the Participant's initial Entry Date, a Participant may
elect to make Pre-Tax Contributions to the Plan. If a Participant
fails to elect to make Pre-Tax Contributions at that time, a
Participant may elect to make Pre-Tax Contributions to the Plan
effective as of the first day of any subsequent month (except during
periods of suspension -- see Section 4.03). A Participant's Pre-Tax
Contributions to the Plan shall be made by means of payroll deduction.
A Participant may contribute as a Pre-Tax Contribution any whole
percentage from 1% to 16% of his Compensation during any Plan Year.

4.02 Elections Regarding Pre-Tax Contributions.

(a) Procedure for Making Elections. Elections by a Participant
to make Pre-Tax Contributions to the Plan shall be made in
writing on a form prescribed by the Committee and by
designating on such form the percentage of Compensation that
will be contributed as a Pre-Tax Contribution during each
pay period. The election to make Pre-Tax Contributions
shall be effective no earlier than the first day of the
Participant's normal pay period beginning at least 30 days
after the Employer receives such election form (or such
smaller number of days as determined by the Committee on a
nondiscriminatory basis).

(b) Treatment as 401(k) Contributions. It is expressly intended
that, to the extent allowable by law, Pre-Tax Contributions
shall not be included in the gross income of the Participant
for income tax purposes and shall be deemed contributions
under a cash or deferred arrangement pursuant to Code
Section 401(k).

(c) Additional Limitations of Pre-Tax Contributions. Pre-Tax
Contributions shall be subject to the limitations described in
Section 12.02 (maximum dollar contribution limit), Section
12.03 (ADP non-discrimination test) and Article 14 (Code
Section 415 limit).

4.03 Change in Employee Contribution Percentage or Suspension of
Contributions.

(a) Change of Contribution Percentage. A Participant may
increase or decrease the percentage of his Compensation
contributed as a Pre-Tax Contribution only on January 1 or
July 1 of each Plan Year by delivery of written notice to
the Committee. In order to be effective, the Participant

- 15 -
22

must notify the Committee at least 30 days prior to the date
that the increase or decrease will become effective (or such
lesser number of days as determined by the Committee on a
nondiscriminatory basis).

(b) Suspension of Contributions. A Participant may suspend his
Pre-Tax Contributions at any time by properly completing a
form prescribed by the Committee. The suspension of Pre-Tax
Contributions will be effective on the first day of the
Participant's normal payroll period that begins 30 days
after the Participant delivers the completed form to the
Committee. A Participant may resume making Pre-Tax
Contributions on the first day of any month which is at
least six months after the effective date of such suspension
of contributions and only after informing the Committee in
writing at least 30 days prior to the date on which the
Pre-Tax Contributions are to resume. The Committee, on a
nondiscriminatory basis, may prescribe a lesser number of
days on which the suspension or resumption of Pre-Tax
Contributions is to be effective. A Participant's Pre-Tax
Contributions shall automatically be suspended beginning on
the first payroll period that commences after the
Participant is not in receipt of Compensation, the
Participant's layoff or the Participant's Authorized Absence
without pay.

(1) See Section 9.03 for circumstances under which a
Participant's Pre-Tax Contributions could be
suspended for a period of at least 12 months after
such Participant receives a hardship distribution.

(2) In order to satisfy the provisions of Article 12 and
Article 14, the Committee may from time to time
either temporarily suspend the Pre-Tax Contributions
of Highly Compensated Employees or reduce the maximum
permissible Pre-Tax Contribution that may be made to
the Plan by Highly Compensated Employees.

(3) Any reduction, increase, or suspension of Pre-Tax
Contributions described in this Article 4.03 shall be
made in such manner as the Committee may prescribe
from time to time consistent with the provisions of
this Article.

4.04 Deadline for Contributions and Allocation of Pre-Tax Contributions.
Pre-Tax Contributions shall be deducted by the Employer from the
Participant's Compensation and paid to the Trustee as promptly as
possible after the end of each regular pay period but in no event
later than 90 days after such Pre-Tax Contributions have been retained
by the Employer.

- 16 -
23

4.05 Rollover Contribution

(a) Without regard to any limitation on contributions set forth
in this Article, a Participant shall be permitted, if the
Committee consents (based on non-discriminatory criteria),
to transfer to the Trustee during any Plan Year additional
property acceptable to the Trustee, provided such property:

(1) was received by the Participant from a Qualified Plan
maintained by a previous employer of the Participant
and qualifies as a rollover contribution within the
meaning of Code Section 402(a)(5) or

(2) was received by the Participant from an individual
retirement account or individual retirement annuity
and qualifies as a rollover contribution within the
meaning of Code Section 408(d)(3)(A)(ii).

Under either (1) or (2) above, a Participant may make a
Rollover Contribution only if the Employer acquired the
assets or stock of the Participant's previous employer and
the Rollover Contribution originated from the Qualified
retirement plan of such previous employer.

(b) Such property shall be held by the Trustee in the Employee's
Rollover Account. All such amounts so held shall at all
times be fully vested and nonforfeitable. Such amounts
shall be distributed to the Employee upon Termination Date
in the manner provided in Article 8.

(c) See Section 8.07 regarding the right of a Participant to
request a trustee to trustee transfer of the Participant's
Account in lieu of a distribution of such Account.

- 17 -
24

ARTICLE 5

EMPLOYER CONTRIBUTIONS

5.01 Employer Matching Contribution.

(a) Eligibility to Receive Matching Contribution. The Employer
shall contribute to the Employer Matching Contribution
Account of each Participant who is employed on the last day
of a calendar month and who made a Pre- Tax Contribution
during such calendar month.

(b) Amount of Employer Matching Contribution. The Employer
Matching Contribution shall equal the lesser of 20% of the
Participant's Pre-Tax Contributions made during the calendar
month or 20% of the Participant's first 6% of Compensation
for such month (1.2% of Compensation).

(c) Employment on Last Day of Month. For purposes of allocating
an Employer Matching Contribution, any Participant who
either has a Termination Date on or after attaining age 65
or has a Termination Date on account of death or Permanent
Disability shall be deemed to be employed on the last day of
the month in which such Termination of Employment occurred.
In addition, certain Participants who have a Termination
Date during the Plan Year may be treated as being employed
for purposes of receiving an Employer Matching Contribution
if such treatment is necessary to enable the Plan to satisfy
the requirements of Code Sections 410(b), 401(a)(26) or
401(a)(4).

(d) Qualifying Employer Securities. The Employer Matching
Contributions are intended to be comprised primarily of
Qualifying Employer Securities (i.e., Common Stock). It is
hereby expressly provided that the Plan may acquire and hold
Qualifying Employer Securities.

5.02 Qualified Nonelective Contributions.

In the sole discretion of the Employer, an additional Employer
Contribution may be made to the Plan which shall be known as a
"Qualified Nonelective Contribution." Such contribution shall be made
in order to satisfy the requirements of Article 12, and shall be
allocated to the Qualified Nonelective Contribution Accounts of those
Non-highly Compensated Employees selected by the Committee at the time
such Qualified Nonelective Contribution is made, or as soon thereafter
as possible.

- 18 -
25

5.03 Form and Timing of Contributions.

(a) Employer Contributions shall be made in cash or in
Qualifying Employer Securities. Employer Matching
Contributions shall be delivered to the Trustee on or before
the date prescribed by the Code for filing the Employer's
federal income tax return, including authorized extensions.
Qualified Nonelective Contributions shall be delivered to
the Trustee on or before the last day of the twelfth month
following the close of the Plan Year to which the
contribution relates.

(b) Except as provided in this Section 5.03, all Employer
Contributions shall be irrevocable, shall never inure to the
benefit of any Employer, shall be held for the exclusive
purpose of providing benefits to Participants and their
Beneficiaries (and contingently for defraying reasonable
expenses of administering the Plan), and shall be held and
distributed by the Trustees only in accordance with this
Plan.

(c) Upon an Employer's request and to the extent permitted by
the Code and other applicable laws and regulations
thereunder, a contribution which was made by a mistake in
fact, or conditioned upon the initial qualification of the
Plan under Code Section 401(a) or upon the deductibility of
the contribution under Section 404 of the Code shall be
returned to the Employer within one year after the payment
of the contribution, the denial of the Plan's initial
qualification, or the disallowance of the deduction (to the
extent disallowed) whichever is applicable. All
contributions to this Plan are expressly conditioned on the
deductibility of such contributions under Code Section 404.

5.04 Forfeitures.

Forfeitures shall first be applied to restore amounts previously
forfeited pursuant to Section 7.05(c). Next, forfeitures shall be
used to pay expenses of the Plan which may be paid by the Plan in
accordance with the provisions of ERISA. Thereafter any remaining
forfeitures shall be allocated equally on a per capita basis among
the Employer Matching Contribution Accounts of all Participants who
are (i) actively employed on the last day of the calendar month in
which the forfeiture occurred and (ii) who made an Elective Deferral
during such calendar month or during any prior month of the Plan
Year. See Section 7.05 to determine when a forfeiture of a
Participant's Account occurs.

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26

ARTICLE 6

ACCOUNTS AND ALLOCATIONS

6.01 Participant Accounts.

(a) Individual Account Plan. This Plan is an "individual
account plan," as that term is used in ERISA. A separate
Account shall be maintained for each Participant, former
Participant or Beneficiary, so long as he has an interest in
the Trust Fund.

(b) Sub-Accounts. Each Account shall be divided (as
appropriate) into the following parts and sub-parts:

(1) The Pre-Tax Contribution Account, which shall
reflect Pre-Tax Contributions contributed to this
Plan and any Adjustments thereto.

(2) The Employer Matching Contribution Account, which
shall reflect Employer Matching Contributions
contributed to this Plan and any Adjustments
thereto.

(3) The Prior Employer Account, which shall reflect
assets transferred to this Plan directly from a
trustee of another Qualified Plan to the Trustee of
this Plan (and Adjustments thereto). The Prior
Employer Account shall be further divided into such
additional sub-portions as the Committee deems
necessary or appropriate to maintain, including
assets contributed to the Qualified Plan as pre-tax
contributions, after-tax contributions, employer
matching contributions, rollover contributions, etc.
To the extent deemed appropriate, portions or
sub-portions of this Account may be allocated to and
held in other Accounts. For example, pre-tax
contributions transferred to this Plan from another
Qualified Plan, may be allocated to and held as part
of the Pre-Tax Contribution Account.

(4) The Rollover Account, which shall reflect the value
of all investments derived from the Participant's
Rollover Contributions under this Plan and any
Adjustments thereto.

(5) The Qualified Nonelective Contribution Account,
which shall reflect Qualified Nonelective
Contributions contributed to this Plan and any
Adjustments thereto.

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27

In addition, the Committee may divide such sub-accounts into
such additional sub-portions as the Committee deems to be
necessary or advisable under the circumstances or to
establish other accounts or sub-accounts as needed.

(1) his total Account as determined on the immediately
preceding Valuation Date, plus

(2) his Pre-Tax Contributions added to his Account since
the immediately preceding Valuation Date, plus

(3) his Employer Contributions added to his Account
since the immediately preceding Valuation Date, plus

(4) his Rollover Contributions or amounts transferred to
this Plan from the trustee of another Qualified plan
and which were added to his Account since the
immediately preceding Valuation Date, minus

(5) his Distributions, if any, since the immediately
preceding Valuation Date, plus or minus

(6) his allocable share of Adjustments.

6.02 Allocation of Adjustments.

The Adjustment for each Investment Fund shall be calculated as of each
Valuation Date. The Adjustment for a given Investment Fund shall be
allocated to each Account invested in such Investment Fund in the
proportion that each such Account bears to the total of all such
Accounts. Such Valuation shall occur prior to the allocation of
Employer Contributions, Pre-Tax Contributions, Rollover Contributions
and transfers to this Plan from the trustee of another Qualified plan
but after taking into account all Distributions since the prior
Valuation Date.

6.03 Allocation of Dividends

Any cash or stock dividend received on shares of Company Stock
allocated to a Participant's Common Stock Fund shall be allocated to
such Participant's Common Stock Fund.

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28

6.04 Adjustment Attributable to Plan Loans.

The Adjustment that is allocable to the Participant's directed
investment of his loan shall be the interest payments made by the
Participant with respect to such loan since the immediately preceding
Valuation Date.

6.05 Plan Expenses.

The Committee may direct that expenses attributable to general Plan
administration be allocated among the Accounts of all Participants
(other than the Company Stock Fund) in proportion to their Account
balances.

6.06 Investment Funds and Elections

(a) Election of Investment Funds. Each Participant shall
direct, following such procedures as may be specified by the
Committee, to have his Pre-Tax Contribution Account, Prior
Employer Contribution Account, Rollover Account and
Qualified Nonelective Contribution Account allocated or
reallocated among the Investment Funds.

(b) Account Balance as of December 31, 1993. Prior to the
Effective Date, a Participant's Account (other than his
Matching Employer Contribution Account) was invested in a
fixed income fund. Each Plan Year, beginning on or after
the Effective Date, a Participant may direct the Committee
to transfer up to 25% of his pre-1994 Account that was
invested in the fixed income fund to any of the other
available Investment Funds.

(b) Initial Investment Direction. A Participant's initial
investment election must allocate his entire Account in 50%
increments among the Investment Funds, as of the date of the
directive, and all subsequent contributions to each
sub-account for so long as the election remains in effect.
An Employee who fails to make a proper investment election
by the deadline established by the Committee for such
purpose, shall be deemed to have elected to allocate 100% of
his Account in the Investment Fund which, in the opinion of
the Committee, best preserves the principal amount of the
Participant's Account.

(c) Subsequent Elections. Investment elections will remain in
effect until changed by a new election. New elections may
be made in 50% increments by a Participant once each
calendar quarter. New elections may change future
allocations to the Participant's Account, may reallocate
between the Investment Funds any amounts previously credited
to the Participant's Account, or may leave the allocation of
such prior amounts unchanged.

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29

(d) Investment Options. The Committee shall select such
Investment Funds as are deemed appropriate and shall notify
affected Participants of such Investment Funds. The
Committee may modify, eliminate or select new Investment
Funds from time to time and shall notify affected
Participants of such changes and solicit new investment
elections, if appropriate.

(e) Company Stock Fund. A Participant's Employer Matching
Contribution Account shall consist primarily of Company
Stock. Company Stock shall be held in the Participant's
Common Stock Fund. Participants may not direct the
investment of their Company Stock Fund and may not direct
the Trustee to transfer other contributions (e.g., Pre- Tax
Contributions, etc.) to the Common Stock Fund.

6.07 Errors.

Where an error or omission is discovered in any Participant's Account,
the Committee shall make appropriate corrective adjustments as of the
end of the Plan Year in which the error or omission is discovered. If
it is not practical to correct the error retroactively, then the
Committee shall take such action in its sole discretion as may be
necessary to make such corrective adjustments, provided that any such
actions shall treat similarly situated Participants alike and shall
not discriminate in favor of Highly Compensated Employees.

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30

ARTICLE 7.

VESTING

7.01 Termination Date On or After Age 65.

A Participant who has a Termination Date on or after attaining age 65
shall be 100% vested in his Account. Such Account will be distributed
on the date and in the form specified in Article 8.

7.02 Permanent Disability.

A Participant who has a Termination Date on account of Permanent
Disability shall become 100% vested in his Account as of the date of
such Permanent Disability and shall be entitled to a Distribution of
his Account on the date and in the form specified in Article 8.

7.03 Death.

A Participant who has a Termination Date on account of death shall
become 100% vested in his Account. The Participant's Beneficiary
shall receive a Distribution of such Account on the date and in the
form specified in Article 8.

7.04 Other Termination Date.

(a) In General. For any reason other than a Termination Date on
or after age 65, Permanent Disability or death, the
Participant shall be entitled to the vested portion of his
Account, which shall be distributed on the date and in the
form specified in Article 8.

(b) 100% Vesting in Certain Sub-Accounts. A Participant shall
always be one hundred percent (100%) vested in his Pre- Tax
Contribution Account, Qualified Nonelective Contribution
Account, and Rollover Account.

(c) Three Year Vesting For Certain Sub-Accounts. Any Participant
who has three or more Years of Credited Service shall be 100%
vested in his Employer Matching Contribution Account. If a
Participant has less than three Years of Credited Service at
the time he has a Termination Date, the Participant shall
forfeit all amounts held in his Employer Matching Contribution
Account.

(d) Prior Employer Account. See Schedule C for the vesting
provisions applicable to a Participant's Prior Employer
Account.

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31

(e) Forfeiture. That portion of the Participant's Account which
is not vested upon the Participant's Termination Date shall be
forfeited in accordance with Section 7.05.

7.05 Forfeitures.

(a) No Distribution of Account Prior to Break in Service. A
Participant who has a Termination Date but who does not
receive a Distribution of his vested Account prior to
incurring a Break in Service shall, upon incurring the Break
in Service, forfeit the non-vested portion of his Account. If
the terminated Participant resumes Employment with the
Employer prior to incurring a Break in Service, then the
Participant's entire Account, unreduced by any forfeiture,
shall become his beginning Account on the date he resumes
participation in the Plan.

(b) Distribution of Vested Account Prior to Break in Service. A
Participant who has a Termination Date and receives a
Distribution of his entire vested Account prior to incurring a
Break in Service, shall, upon such Distribution, forfeit the
non-vested portion of his Account. A Participant who is not
vested in his Account shall be deemed to have received a
Distribution of his entire vested account upon his Termination
Date and the Participant's non- vested Account shall be
immediately forfeited.

(c) Repayment of Account; Restoration of Non-Vested Account.
Except as provided below, a Participant who is re-hired by the
Employer shall have the right to repay to the Plan the portion
of the Participant's Account which was previously distributed
to him. In the event the Participant repays the entire
Distribution he received from the Plan, the Employer shall
restore the non-vested portion of the Participant's Account.
A Participant's Account shall first be restored, to the extent
possible, out of forfeitures under the Plan in the Plan Year
in which he was reemployed. To the extent such forfeitures
are insufficient to restore the Participant's Account,
restoration shall be made from Employer Contributions. A
Participant who was deemed to have received a Distribution of
his vested Account (see subsection (b) above) shall be deemed
to have repaid such vested Account if such Participant is
rehired before incurring a Break in Service.

(d) Restrictions of Repayment Account. Notwithstanding anything
to the contrary in this Plan, a Participant shall not have the
right to repay to the Plan the portion of his Account which
was previously distributed to him after any of the following
events: (i) the Participant incurs a Break in Service before
returning to Employment, (ii) the Participant fails to repay
the prior Distribution within five years after the Participant
is re-employed by the Employer, or (iii) the Participant
received a Distribution of his entire Account balance at the
time of such earlier Distribution.

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32

(e) Allocation of Forfeitures. See Section 5.04 for the
allocation of forfeitures.

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33

ARTICLE 8

DISTRIBUTIONS

8.01 Commencement of Distribution.

(a) Termination of Employment. If a Participant has a Termination
Date other than on account of death, the Participant's Account
will commence to be distributed no later than 60 days
following the end of the Plan Year in which such Participant
requests a Distribution of his Account. Such request shall be
made on a form provided by the Committee. See Section 8.01(c)
for circumstances where the Participant's consent to a
Distribution is not required.

(b) Death. If a Participant has a Termination Date on account of
death, the Participant's Account shall be distributed within
90 days after the Participant's death unless the particular
facts and circumstances require a longer waiting period.
However, if the Spouse is the Participant's Beneficiary, the
Spouse may delay the distribution of the Participant's Account
until the latest date possible under Section 8.05 (relating to
mandatory distributions upon attaining age 70-1/2).

(c) Consent of Participant. A Participant's consent to a
Distribution of his Account shall not be required in the
circumstances described below, and the Committee shall direct
the Trustee to distribute the Participant's Account as
provided below:

(i) Account Less Than $3,500. If the Participant's
vested Account balance is less than or equal to
$3,500 at the time of the Distribution, such Account
will be distributed in a lump sum no later than 60
days after the end of the Plan Year in which such
Termination Date occurred.

(ii) Age 70-1/2. If a distribution is required under
Section 8.05 (relating to mandatory distributions for
Participants age 70-1/2), the Participant's Account
will be distributed as provided in such Section.

(iii) Termination Date On or After Age 65. If a
Participant has incurred a Termination Date and is
age 65 or older, the Plan shall begin distribution of
the Participant's Account no later than 60 days
following the end of the Plan Year in which the
Participant attains age 65 or, if later, within 60
days following the end of the Plan Year in which the
Participant has a Termination Date.

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34

(d) Hardship Withdrawals. Hardship withdrawals (see Article 9)
shall commence no later than ninety (90) days after such
request is approved by the Committee.

(e) Committee Direction to Trustee. The Committee shall issue
directions to the Trustee concerning the recipient and the
distribution date of benefits which are to be paid from the
Trust pursuant to the Plan.

(f) Committee Guidelines. The Committee may establish for
administrative purposes, uniform and nondiscriminatory
guidelines concerning the commencement of benefits.

8.02 Method of Distribution.

(a) Lump Sum Payment. Distribution of the Participant's Account
will be made in a lump sum cash amount. However, see Schedule
C for other optional distribution forms that may be applicable
to the Participant's Prior Employer Account.

(b) Form of Payment. Distributions shall be in cash. However, if
the value of the vested Qualifying Employer Securities that
are allocated to the Participant's Account equals or exceeds
$1,000, the Participant shall have the option of receiving
whole shares of such Qualifying Employer Securities in lieu of
cash. Fractional shares, if any, shall be paid in cash.
Notwithstanding the foregoing, any in-service withdrawals
shall be paid in cash.

8.03 Payment to Minors and Incapacitated Persons.

In the event that any amount is payable to a minor or to any person
who, in the judgment of the Committee, is incapable of making proper
disposition thereof, such payment shall be made for the benefit of
such minor or such person in any of the following ways as the
Committee, in its sole discretion, shall determine:

(a) By payment to the legal representative of such minor or such
person;

(b) By payment directly to such minor or such person;

(c) By payment in discharge of bills incurred by or for the
benefit of such minor or such person. The Trustee shall make
such payments as directed by the Committee without the
necessary intervention of any guardian or like fiduciary, and
without any obligation to require bond or to see to the
further application of such payment. Any payment so made
shall be in

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35

complete discharge of the Plan's obligation to the Participant
and his Beneficiaries.

8.04 Application for Benefits.

The Committee may require a Participant or Beneficiary to complete and
file with the Committee certain forms as a condition precedent to the
payment of benefits. The Committee may rely upon all such information
given to it, including the Participant's current mailing address. It
is the responsibility of all persons interested in distributions from
the Trust Fund to keep the Committee informed of their current mailing
addresses.

8.05 Special Distribution Rules.

(a) To the extent that the distribution rules described in this
Section provide a limitation upon distribution rules stated
elsewhere in this Plan, the distribution rules stated in this
Section shall take precedence over such conflicting rules.
However, under no circumstances shall the rules stated in this
Section be deemed to provide distribution rights to
Participants or their Beneficiaries which are more expansive
or greater than the distribution rights stated elsewhere in
this Plan. For example, if the only distribution method
permitted under the Plan is a lump sum, then distributions
under this Section 8.05 may only be made in a lump sum. In
addition, if the Plan requires distributions to commence at
age 65 for Participants who have terminated Employment,
distributions must commence at age 65 and may not be delayed
to age 70-1/2.

(b) In no event may the distribution of a Participant's Account
commence later than April 1 following the calendar year in
which the Participant attains age 70-1/2 (the "required
beginning date"). However, if a Participant attained age
70-1/2 prior to January 1, 1988 and is not a 5% owner of an
Employer (as defined in Code Section 401(a)(9) and the
Treasury Regulations thereunder), such Participant's Account
shall commence to be distributed no later than April 1
following the calendar year in which incurs his Termination
Date. Notwithstanding the preceding distribution
requirements, a distribution on behalf of any Participant may
be made in accordance with a benefit payment election executed
before January 1, 1984 in a manner that satisfies the
requirements of the transitional rule of Section 242(b)(2) of
the Tax Equity and Fiscal Responsibility Act of 1982.

(c) The entire account balance of each Participant shall be
distributed, beginning not later than the required beginning
date, in a single lump sum. The initial distribution shall be
based on the Participant's account balance as of the December
31 preceding the required beginning date. During the calendar
year which begins after the required beginning date (and in
each

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36

calendar year thereafter), the Participant's entire account
balance shall be distributed in a single lump sum based on the
value of such account balance as of the first day of such
calendar year.

(d) If a Participant dies before distribution of the Participant's
Account has begun in accordance with paragraph (c) above, the
Participant's entire vested Account must be distributed in a
lump sum within 90 days of the Participant's death unless the
Participant's Account is payable to or for the benefit of his
Spouse. If the Beneficiary is the Participant's Spouse, the
Spouse may delay a lump sum distribution of the Participant's
Account until the date on which the Participant would have
attained age 70-1/2.

(e) Notwithstanding anything to the contrary herein, distributions
under the Plan will comply with Treasury Regulations issued
under Code Section 401(a)(9) and any other provisions
reflecting Code Section 401(a)(9) as prescribed by the
Commissioner of the Internal Revenue Service.

8.06 Distributions Pursuant to Qualified Domestic Relations Orders.

Notwithstanding anything to the contrary in this Plan, a "qualified
domestic relations order", as defined in Code Section 414(p), may
provide that any amount to be distributed to an alternate payee may be
distributed immediately even though the Participant is not yet
entitled to a distribution under the Plan. The intent of this Section
is to provide for the distribution of benefits to an alternate payee
as permitted by Treasury Regulation 1.401(a)-13(g)(3).

8.07 Direct Rollovers.

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

(b) Definitions.

Eligible Rollover Distribution. An Eligible Rollover
Distribution is any distribution of all or any portion of the
balance to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include (i) any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the
Distributee's designated Beneficiary, or for a

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37

specified period of ten years or more; (ii) any distribution
to the extent such distribution is required under Section
401(a)(9) of the Code; and (iii) 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).

Eligible Retirement Plan. 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.

Distributee. A Distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's
surviving spouse and the Employee's or former Employee's
spouse or former spouse who is an 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.

Direct Rollover. A Direct Rollover is a payment by the Plan
to the Eligible Retirement Plan specified by the Distributee.

(c) Waiver of 30-day Notice. If a distribution is one to which
Sections 401(a)(11) and 417 of the Internal Revenue Code do
not apply, such distribution may commence less than 30 days
after the notice required under section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that:

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

(2) the Participant, after receiving the notice,
affirmatively elects a distribution.

8.08 Participant Withdrawals After Age 59-1/2.

At any time after a Participant attains age 59-1/2, the Participant
may elect to withdraw a part or all of his vested

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38

Account (including any earnings thereon). In no event shall a
Participant be permitted to repay the amount of his or her in-service
withdrawal. If the Participant withdraws only a portion of his
vested Account, the Committee shall determine (in a nondiscriminatory
manner) the source of the Accounts and Investment Funds from which
the withdrawal shall be made.

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39

ARTICLE 9

HARDSHIP WITHDRAWALS; LOANS

9.01 Hardship Withdrawal of Account.

(a) In General. Any Participant may request the Committee to
distribute to him part or all of his vested Account (other
than amounts held in the Participant's Qualified Nonelective
Contribution Account, amounts used as collateral for a
Participant loan and certain earnings on the Participant's
Account as provided below). The Committee shall determine (in
a nondiscriminatory manner) the source of the Accounts (other
than the Accounts and amounts identified above) and Investment
Funds from which the withdrawal shall be made.

(b) No Distribution of Earnings. Income or gain that is allocated
to the Participant's Pre-Tax Contribution Account may not be
distributed in a hardship withdrawal.

9.02 Definition of Hardship.

Hardship shall mean an immediate and heavy financial need experienced
by reason of:

(a) Expenses of any accident to or sickness of such Participant,
his Spouse or his dependents or expenses necessary to provide
medical care for such Participant, his Spouse or his
dependents;

(b) Purchase of a primary residence for such Participant;

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

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

(e) Other financial hardships as permitted by Treasury Regulations
or other regulatory or judicial authority and approved by the
Committee.

9.03 Maximum Hardship Distribution.

A hardship distribution cannot exceed the amount required to meet the
immediate financial need created by the hardship (after taking into
account applicable federal,

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40

state, or local income taxes and penalties) and not reasonably
available from other resources of the Participant. In order to ensure
compliance with this requirement, the Committee may require the
Participant to satisfy any or all of the provisions described below in
(a), (b), or (c) below as a condition precedent to the Participant
receiving a hardship distribution:

(a) No Other Sources Available. Certification by the Participant
on a form provided by the Committee for such purpose that the
financial need cannot be relieved (1) through reimbursement or
payment by insurance; (2) by reasonable liquidation of the
Participant's assets; (3) by ceasing Pre-Tax Contributions
under the Plan; (4) by other in- service distributions
(including loans) under the Plan and under any other plan
maintained by the Employer; or (5) by borrowing from
commercial lenders on reasonable commercial terms.

(b) Receipt of all Distributions Available; Suspension of Future
Contributions. Receipt by the Participant of all
distributions that he is eligible to receive (including loans)
under this Plan and under any other plan maintained by the
Employer.

In addition, the Participant must agree to the following
limitations and restrictions:

(1) The Participant's Pre-Tax Contributions shall
automatically be suspended beginning on the first
payroll period that commences after such Participant
requests and receives a hardship distribution. Such
Participant may resume making Pre-Tax Contributions
only on the first day of a calendar month which is at
least 12 months after the effective date of such
suspension and only after informing the Committee in
writing at least 30 days (or such lesser time as
specified by the Committee) prior to the date on
which the Pre-Tax Contributions are to resume.

(2) The maximum Pre-Tax Contribution the Participant may
make for the calendar year following his hardship
distribution shall be reduced by the amount of
Pre-Tax Contributions made by the Participant during
the calendar year in which he received his hardship
distribution.

(3) The Participant shall be prohibited under a legally
enforceable agreement from making an employee
contribution to any other plan maintained by the
Employer for at least 12 months after the receipt of
the hardship distribution. For this purpose, the
phrase "any other plan" includes all qualified and
nonqualified plans of deferred compensation, stock
option plans and stock purchase plans. It does

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41

not include a health or welfare plan including one
that is part of a section 125 cafeteria plan.

9.04 Procedure to Request Hardship.

The request to receive a hardship distribution shall be made on such
forms and following such procedures as the Committee may prescribe
from time to time. Under no circumstances shall the Committee permit
a Participant to repay to the Plan the amount of any withdrawal by a
Participant under this Section.

9.05 Authority to Establish Loan Program.

The Committee is authorized and directed to administer the loan
program.

9.06 Eligibility for Loans.

Loans shall be available to all Participants on a reasonably
equivalent basis. For the purposes of receiving a loan, the term
"Participant" shall include any Former Participant who is a "party in
interest" as defined in Section 3(14) of ERISA.

9.07 Loan Amount.

(a) Minimum Loan. No loan of less than $1,000 will be made.

(b) Maximum Loan. A loan to any Participant (determined
immediately after the origination of the loan) shall not
exceed the lesser of:

(1) Fifty percent (50%) of the Participant's vested balance
in his Account as of the Valuation Date with respect to
which the loan is processed; or

(2) $50,000, reduced by the excess (if any) of (A) the
highest outstanding balance of loans from the Plan
during the one-year period ending on the day before the
date on which such loan was made, over (B) the
outstanding loan balance of loans from the Plan on the
date on which the loan was made.

9.08 Maximum Number of Loans.

No more than one loan may be made outstanding to any Participant at
any time.

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42

9.09 Assignment of Account.

Each loan shall be supported by the Participant's promissory note for
the amount of the loan, including interest, payable to the order of
the Trustee. In addition, each loan shall be supported by an
assignment of the Participant's right, title and interest in and to
his Account equal to the amount of the loan and shall be supported by
any other reasonable security required by the Trustee.

9.10 Interest.

Interest shall be charged on any such loan at a rate established from
time to time by the Trustee provided such rate is equivalent to a rate
that would be charged by a commercial lender for a similar loan.

9.11 Term of Loan.

The maximum repayment term of any loan is five years unless the loan
is used to acquire any dwelling unit which within a reasonable time
after the loan is made is to be used as the principal residence of the
Participant. The maximum repayment term for a loan used to acquire a
dwelling unit shall be a reasonable time, as determined by the
Committee, that may exceed five years but shall not exceed fifteen
years. Except for Former Participants described in Section 9.06, the
term of the loan may not extend beyond the Participant's Termination
Date. The Committee may, in its discretion, establish a shorter
repayment term than the maximum repayment term otherwise permitted
under the Plan.

9.12 Level Amortization.

Each loan shall provide for level amortization with payments to be
made at such regular intervals as the Committee determines in its
discretion, but not less frequently than once every three months over
the term of the loan. Loans to Participants in active Employment
shall be repaid through payroll deductions and the Participant shall
be required to authorize such payroll deduction as a condition to
receiving the loan.

9.13 Directed Investment.

A Participant who requests a loan shall be deemed to have directed the
Committee to invest assets held in his Account by the amount of the
loan, and until such loan is repaid, such loan shall be considered a
directed investment of the Participant's Account hereunder. The Plan
monies which are used to fund the Participant loan shall be withdrawn
from the Participant's Account in the following order (and principal
and interest loan repayments shall be added back to such Accounts in
the same order):

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43

(a) the Pre-Tax Contribution Account;

(b) the Rollover Account;

(d) the Prior Employer Account; and

(e) the Employer Matching Contribution Account.

Within each such Account the monies which are used to fund the
Participant loan shall be withdrawn on a pro rata basis according to
the value of the Investment Funds in which such Account was invested.
Principal and interest payments on the loan will be allocated to the
Participant's Investment Funds according to the Participant's
investment election at the time of the payment. However, if the
Participant does not have an investment election in place at the time
of repayment, the principal and interest payments will be allocated to
the Participant's Investment Funds on a pro rata basis based on the
Participant's investment election in place at the time the loan was
made. If a loan is made out of the Participant's Employer Matching
Contribution Account, repayment of principal and interest attributable
to such Account shall be allocated to the Participant's Common Stock
Fund.

9.14 Other Requirements.

The Committee may establish such additional guidelines and rules as it
deems necessary. Such guidelines and rules shall be set forth in the
loan application and the terms specified in such loan application are
hereby incorporated by reference in the Plan. The Committee may amend
or modify the loan application as it deems necessary to carry out the
provisions of this Article Nine.

9.15 Distribution of Loan.

Loan proceeds will be distributed as soon as practicable after the
loan is approved and after the Participant completes all documentation
necessary to make such loan.

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44

ARTICLE 10

ADMINISTRATION OF THE PLAN

10.01 Named Fiduciaries.

The following parties are named as Fiduciaries of the Plan and shall
have the authority to control and manage the operation and
administration of the Plan:

(i) The Company;

(ii) The Board;

(iii) The Trustee;

(iv) The Committee.

The Fiduciaries named above shall have only the powers and duties
expressly allocated to them in the Plan and in the Trust Agreement
and shall have no other powers and duties in respect of the Plan;
provided, however, that if a power or responsibility is not expressly
allocated to a specific named fiduciary, the power or responsibility
shall be that of the Company. No Fiduciary shall have any liability
for, or responsibility to inquire into, the acts and omissions of any
other Fiduciary in the exercise of powers or the discharge of
responsibilities assigned to such other Fiduciary under this Plan or
the Trust Agreement.

10.02 Board of Directors.

(a) The Board shall have the following powers and duties with
respect to the Plan:

(1) to appoint and remove the members of the Committee
as provided herein; and

(2) to terminate the Plan in whole or in part pursuant
to the procedures provided hereunder.

(b) The Compensation and Stock Option Committee of the Board
shall have the power to amend any or all of the provisions
of the Plan. (However, see 10.04(c) for certain amendment
powers granted to the Committee).

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45

10.03 Trustee.

The Trustee shall exercise all of the powers and duties assigned to
the Trustee as set forth in the Trust Agreement. The Trustee shall
have no other responsibilities with respect to the Plan.

10.04 Committee.

(a) A Committee of one or more individuals shall be appointed by
and serve at the pleasure of the Board to administer the
Plan. Any Participant, officer, or director of the Employer
shall be eligible to be appointed a member of the Committee
and all members shall serve as such without compensation.
Upon termination of his employment with the Employer, or
upon ceasing to be an officer or director, if not an
employee, he shall cease to be a member of the Committee.
The Board shall have the right to remove any member of the
Committee at any time, with or without cause. A member may
resign at any time by written notice to the Committee and
the Board. If a vacancy in the Committee should occur, a
successor shall be appointed by the Board. The Committee
shall by written notice keep the Trustee notified of current
membership of the Committee, its officers and agents. The
Committee shall furnish the Trustee a certified signature
card for each member of the Committee and for all purposes
hereunder the Trustee shall be conclusively entitled to rely
upon such certified signatures.

(b) The Board shall appoint a Chairman and a Secretary from
among the members of the Committee. All resolutions,
determinations and other actions shall be by a majority vote
of all members of the Committee. The Committee may appoint
such agents, who need not be members of the Committee, as it
deems necessary for the effective performance of its duties,
and may delegate to such agents such powers and duties,
whether ministerial or discretionary, as the Committee deems
expedient or appropriate. The compensation of such agents
shall be fixed by the Committee; provided, however, that in
no event shall compensation be paid if such payment violates
the provisions of Section 408 of the Act and is not exempted
from such prohibitions by Section 408 of the Act.

(c) The Committee shall have complete control of the
administration of the Plan with all powers necessary to
enable it to properly carry out the provisions of the Plan.
In addition to all implied powers and responsibilities
necessary to carry out the objectives of the Plan and to
comply with the requirements of the Act, the Committee shall
have the following specific powers and responsibilities:

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46

(1) To construe the Plan and Trust Agreement and to
determine all questions arising in the
administration, interpretation and operation of the
Plan;

(2) To decide all questions relating to the eligibility
of Employees to participate in the benefits of the
Plan and Trust Agreement;

(3) To determine the benefits of the Plan to which any
Participant, Beneficiary or other person may be
entitled;

(4) To keep records of all acts and determinations of
the Committee, and to keep all such records, books
of accounts, data and other documents as may be
necessary for the proper administration of the Plan;

(5) To prepare and distribute to all Plan Participants
and Beneficiaries information concerning the Plan
and their rights under the Plan, including, but not
limited to, all information which is required to be
distributed by the Act, the regulations thereunder,
or by any other applicable law;

(6) To file with the Secretary of Labor such reports and
additional documents as may be required by the Act
and regulations issued thereunder, including, but
not limited to, summary plan description,
modifications and changes, annual reports, terminal
reports and supplementary reports;

(7) To file with the Secretary of the Treasury all
reports and information required to be filed by the
Internal Revenue Code, the Act and regulations
issued under each;

(8) To do all things necessary to operate and administer
the Plan in accordance with its provisions and in
compliance with applicable provisions of federal
law;

(9) To amend certain portions of this Plan as
specifically delegated to the Committee in this Plan
(e.g., any Schedule authorizing Affiliated Sponsors
to participate in the Plan, etc.), to amend the Plan
to comply with changes in law recommended by legal
counsel that are necessary to maintain the tax
qualified status of the Plan and to make other
amendments to the Plan that do not materially
increase the costs associated with the plan.

(10) to appoint and remove the Trustee(s); and

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47

(11) to adopt procedures for providing adequate notice in
writing to any Participant or Beneficiary whose
claim for benefits under the Plan is denied, which
notice shall set forth the specific reasons for such
denial (written in a manner calculated to be
understood by the Participant or Beneficiary); and
to provide a procedure for affording a reasonable
opportunity to any Participant or Beneficiary whose
claim for benefits has been denied, a full and fair
review by the Committee of the decision denying the
claim;

(d) To enable the Committee to perform its functions, the
Employer shall supply full and timely information of all
matters relating to the compensation and length of service
of all Participants, their retirement, death or other cause
of termination of employment, and such other pertinent facts
as the Committee may require. The Committee shall advise
the Trustee of such facts and issue to the Trustee such
instructions as may be required by the Trustee in the
administration of the Plan. The Committee and the Employer
shall be entitled to rely upon all certificates and reports
made by a Certified Public Accountant selected or approved
by the Employer. The Committee, the Employer and its
officers and the Trustee, shall be fully protected in
respect of any action suffered by them in good faith in
reliance upon the advice or opinion of any accountant or
attorney, and all action so taken or suffered shall be
conclusive upon each of them and upon all other persons
interested in the Plan.

10.05 Standard of Fiduciary Duty.

Any Fiduciary, or any person designated by a Fiduciary to carry out
fiduciary responsibilities with respect to the Plan, shall discharge
his duties solely in the interests of the Participants and
Beneficiaries for the exclusive purpose of providing them with
benefits and defraying the reasonable expenses of administering the
Plan. Any Fiduciary shall discharge his duties with the care, skill,
prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matter
would use in the conduct of an enterprise of a like character and
with like aims. Any Fiduciary shall discharge his duties in
accordance with the documents and instruments governing the Plan
insofar as such documents and instruments are consistent with the
provisions of the Act. Notwithstanding any other provisions of the
Plan, no Fiduciary shall be authorized to engage in any transaction
which is prohibited by Sections 408 and 2003(a) of the Act or Section
4975 of the Code in the performance of its duties hereunder.

10.06 Claims Procedure.

Any Participant, Former Participant, Beneficiary, or Spouse or
authorized representative thereof (hereinafter referred to as
"Claimant"), may file a claim for

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48

benefits under the Plan by submitting to the Committee a written
statement describing the nature of the claim and requesting a
determination of its validity under the terms of the Plan. Within
sixty (60) days after the date such claim is received by the
Committee, it shall issue a ruling with respect to the claim.

If special circumstances require an extension of time for processing,
the Committee shall send the Claimant written notice of the extension
prior to the termination of the 60-day period. In no case, however,
shall the extension of time delay the Committee's decision on such
appeal request beyond one hundred twenty (120) days following receipt
of the actual request.

If the claim is wholly or partially denied, written notice shall be
furnished to the Claimant, which notice shall set forth in a manner
calculated to be understood by the Claimant:

(1) The specific reason or reasons for denial;

(2) Specific reference to pertinent Plan provisions on which the
denial is based;

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

(4) An explanation of the claims review procedures.

Any Claimant whose claim for benefits has been denied, may appeal
such denial by resubmitting to the Committee a written statement
requesting a further review of the decision within sixty (60) days of
the date the Claimant receives notice of such denial. Such statement
shall set forth the reasons supporting the claim, the reasons such
claim should not have been denied, and any other issues or comments
which the Claimant deems appropriate with respect to the claim.

If the Claimant shall request in writing, the Committee shall make
copies of the Plan documents pertinent to his claim available for
examination of the Claimant.

Within sixty (60) days after the request for further review is
received, the Committee shall review its determination of benefits
and the reasons therefor and notify the Claimant in writing of its
final decision.

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49

Such written notice shall include specific reasons for the decision,
written in a manner calculated to be understood by the Claimant, with
specific references to the pertinent Plan provisions on which the
decision is based.

10.07 Indemnification of Committee. To the extent permitted under the Act,
the Plan shall indemnify the Board and the Committee against any cost
or liability which they may incur in the course of administering the
Plan and executing the duties assigned pursuant to the Plan. The
Employer shall indemnify the Committee and the members of the Board
against any personal liability or cost not provided for in the
preceding sentence which they may incur as a result of any act or
omission in relation to the Plan or its Participants. The Employer
may purchase fiduciary liability insurance to insure its obligation
under this Section.

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50

ARTICLE 11

AMENDMENT AND TERMINATION

11.01 Right to Amend

The Company intends for the Plan to be permanent so long as the
corporation exists; however, (through action of the Committee) it
reserves the right to modify, alter, or amend this Plan or the Trust
Agreement, from time to time, to any extent that it may deem
advisable, including, but not limited to any amendment deemed
necessary to insure the continued qualification of the Plan under
Sections 40l(a) and 401(k) of the Code or to insure compliance with
the Act; provided, however, that the Committee shall not have the
authority to amend this Plan in any manner which will:

(a) Permit any part of the Fund (other than such part as is
required to pay taxes and administrative expenses) to be
used for or diverted to purposes other than for the
exclusive benefit of the Participants or their
Beneficiaries;

(b) Cause or permit any portion of the funds to revert to or
become the property of the Employer;

See Section 16.11 regarding the power of an Affiliated Sponsor to
amend or terminate the Plan.

11.02 Termination or Discontinuance of Contributions

The Company shall have the right at any time to terminate this Plan
(hereinafter referred to as "Plan Termination"). Upon Plan
Termination, the Committee shall direct the Trustee with reference to
the disposition of the Fund, after payment of any expenses properly
chargeable against the Fund. The Trustee shall distribute all
amounts held in Trust to the Participants and others entitled to
Distributions in proportion to the Accounts of such Participants and
other Distributees as of the date of such Termination. In the event
that this Plan is partially terminated, then the provisions of this
Section 11.02 shall apply, but solely with respect to the Employees
affected by the partial termination. The termination of sponsorship
of the Plan by any Affiliated Sponsor shall not affect the
sponsorship of the Plan by the Company or any other Affiliated
Sponsor.

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51

11.03 IRS Approval of Termination.

Notwithstanding Section 11.02, the Trustee shall not be required to
make any Distribution from this Plan in the event of complete or
partial termination until the authorized officials of the Internal
Revenue Service shall have determined that there will be no liability
against the Trustee by reason of such Distribution.

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52

ARTICLE 12

SPECIAL DISCRIMINATION RULES

12.01 Definitions.

Actual Contribution Percentage or ACP shall mean the ratio (expressed
as a percentage) of (i) the sum of the Employer Matching Contributions
on behalf of the Participant for the Plan Year and, to the extent
permitted in Treasury Regulations and elected by the Employer, the
Participant's Qualified Elective Deferrals and Qualified Nonelective
Contributions to (ii) the Participant's Compensation for the Plan
Year. The Employer, on an annual basis, may elect to include or not
to include Qualified Elective Deferrals and Qualified Nonelective
Contributions in computing the ACP for a Plan Year. An Employer may
elect on an annual basis to count a Participant's Employer Matching
Contribution toward satisfying the required minimum contribution under
Section 15.03 (minimum contribution for Non-Key Employees in a
top-heavy plan) in lieu of including such contributions in the ACP.
If a Participant (as defined below) does not receive an allocation of
Employer Contributions for a Plan Year, such Participant's ACP for the
Plan Year shall be zero.

Actual Deferral Percentage or ADP shall mean the ratio (expressed as a
percentage) of (i) the sum of Pre-Tax Contributions on behalf of a
Participant for the Plan Year (excluding any Excess Deferrals by a
Non-highly Compensated Employee) and, to the extent permitted in
Treasury Regulations and elected by the Employer, the Participant's
Qualified Nonelective Contributions to (ii) the Participant's
Compensation for the Plan Year. The Employer, on an annual basis, may
elect to include or not to include Qualified Nonelective Contributions
in computing the ADP for a Plan Year. In the case of a Participant
(as defined below) who does not make a Pre-Tax Contribution for a Plan
Year and is not allocated a Qualified Nonelective Contribution for
such Plan Year, such Participant's ADP for the Plan Year shall be
zero.

Average Actual Contribution Percentage shall mean the average
(expressed as a percentage) of the Actual Contribution Percentages of
the Participants in a group. The percentage shall be rounded to the
nearest one-hundredth of one percent (four decimal places).

Average Actual Deferral Percentage shall mean the average (expressed
as a percentage) of the Actual Deferral Percentages of the
Participants in a group. The percentage shall be rounded to the
nearest one-hundredth of one percent (four decimal places).

Combined ADP and ACP Test shall have the meaning as defined in Section
12.09.

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53

Compensation for purposes of this Article 12 shall be that definition
selected by the Committee that satisfies the requirements of Code
Section Section 414(s) and 401(a)(17). Such definition may change
from year to year but must apply uniformly among all Eligible
Employees being tested under the Plan for a given Plan Year and among
all Employees being tested under any other plan that is aggregated
with this Plan during the Plan Year. If the Committee fails to select
a definition of Compensation for purposes of this Article 12,
Compensation (for purposes of Article 12) shall have the same meaning
as defined in Article 2.

Employer Matching Contributions. For purposes of this Article 12, an
Employer Matching Contribution for a particular Plan Year includes
only those contributions that are (i) allocated to the Participant's
Account under the Plan as of any date within such Plan Year, (ii)
contributed to the Trust no later than the end of the 12-month period
following the close of such Plan Year, and (iii) made on account of
such Participant's Pre-Tax Contributions for the Plan Year.

Excess Deferrals shall have that meaning as defined in Section 12.02.

Excess ACP Contributions shall have that meaning as defined in Section
12.08.

Excess ADP Deferrals shall have that meaning as defined in Section
12.05.

Family Member. See Article 13.

Highly Compensated Employee. See Article 13.

Maximum Combined Percentage shall have the meaning as defined in
Section 12.09(c).

Non-highly Compensated Employee. See Article 13.

Participant. For purposes of this Article 12, a Participant shall mean
any Eligible Employee who (i) is eligible to receive an allocation of
an Employer Matching Contribution, even if no Employer Matching
Contribution is allocated due to the Eligible Employee's failure to
make a required Pre-Tax Contribution, (ii) is eligible to make a
Pre-Tax Contribution, including an Eligible Employee whose right to
make Pre-Tax Contribution has been suspended because of an election
not to participate or a hardship distribution, and (iii) is unable to
receive an Employer Matching Contribution or make a Pre-Tax
Contribution because his Compensation is less than a stated amount.

Pre-Tax Contributions. For purposes of this Article 12, a Pre-Tax
Contribution is taken into account only if the contribution (i) is
allocated to the Participant's Account under the terms of the Plan as
of any date within the Plan Year, and (ii)

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54

relates to Compensation that would have been received by the
Participant during the Plan Year or within 2-1/2 months after the Plan
Year but for the deferral election. A Pre-Tax Contribution is
considered to be allocated as of a date within a Plan Year only if the
allocation is not contingent on participation in the Plan or
performance of service after the Plan Year to which the Pre-Tax
Contribution relates.

Qualified Elective Deferral shall mean Pre-Tax Contributions
designated by the Committee as Qualified Elective Deferrals in order
to meet the ACP testing requirements of Section 12.06. In addition,
the following requirements must be satisfied:

(1) The aggregate of all Pre-Tax Contributions for the Plan Year
(including the Qualified Elective Deferrals) must satisfy the
ADP testing requirements set forth in Section 12.03(a).

(2) The aggregate of all Pre-Tax Contributions for the Plan Year
(excluding the Qualified Elective Deferrals) must satisfy the
ADP testing requirements set forth in Section 12.03(a).

(3) Qualified Elective Deferrals must satisfy all other provisions
of this Plan applicable to Pre-Tax Contributions and shall
remain part of the Participant's Pre-Tax Contribution Account.

(4) Except as provided by this definition, Qualified Elective
Deferrals shall be excluded in determining whether any other
contribution or benefit satisfies the nondiscrimination
requirements of Code Section Section 401(a)(4) and 401(k)(3).

Qualified Nonelective Contribution shall mean an Employer contribution
designated by the Committee as a Qualified Nonelective Contribution in
order to meet the ADP testing requirements of Section 12.03 or the ACP
testing requirements of Section 12.06. In addition, the following
requirements must be satisfied:

(1) The Qualified Nonelective Contribution, whether or not used to
satisfy the requirements of Sections 12.03 or 12.06, must meet
the requirements of Code Section 401(a)(4).

(2) Qualified Nonelective Contributions which are taken into
account in order to meet the requirements of Section 12.03 or
12.06 (as applicable) shall not be counted in determining
whether the testing requirements of any of such other Sections
are met.

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55

(3) The Qualified Nonelective Contributions shall be subject to
all provisions of this Plan applicable to Pre-Tax
Contributions (except that Qualified Nonelective Contributions
cannot be distributed in a hardship distribution).

(4) Except as provided in this paragraph, the Qualified
Nonelective Contributions shall be excluded in determining
whether any other contribution or benefit satisfies the
nondiscrimination requirements of Code Section Section
401(a)(4) and 401(k)(3).

12.02 $7,000 Limit on Pre-Tax Contributions.

(a) Notwithstanding any other provision of the Plan to the contrary,
the aggregate of a Participant's Pre-Tax Contributions during a
calendar year may not exceed $7,000 (or such greater amount as
established by the Secretary of the Treasury pursuant to Code
Section 402(g)(5)). Any Pre-Tax Contributions in excess of the
foregoing limit ("Excess Deferral"), plus any income and minus
any loss allocable thereto, may be distributed to the applicable
Participant no later than April 15 following the calendar year
in which the Pre-Tax Contributions were made.

(b) Any Participant who has an Excess Deferral during a calendar
year may receive a distribution of the Excess Deferral during
such calendar year plus any income or minus any loss allocable
thereto, provided (1) the Participant requests (or is deemed to
request) the distribution of the Excess Deferral, (2) the
distribution occurs after the date the Excess Deferral arose,
and (3) the Committee designates the distribution as a
distribution of an Excess Deferral.

(c) If a Participant makes a Pre-Tax Contribution under this Plan
and in the same calendar year makes a contribution to a Code
Section 401(k) plan containing a cash or deferred arrangement
(other than this Plan), a Code Section 408(k) plan (simplified
employee pension plan) or a Code Section 403(b) plan (tax
sheltered annuity) and, after the return of any Excess Deferral
pursuant to Section 12.02(a) and (b) the aggregate of all such
Pre-Tax Contributions and contributions exceed the limitations
contained in Code Section 402(g), then such Participant may
request that the Committee return all or a portion of the
Participant's Pre-Tax Contributions for the calendar year plus
any income and minus any loss allocable thereto. The amount by
which such Pre-Tax Contributions and contributions exceed the
Code Section 402(g) limitations will also be known as an
Excess Deferral.

(d) Any request for a return of Excess Deferrals arising out of
contributions to a plan described in Section 12.02(c) above
which is maintained by an entity other than the Employer must:

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56

(1) be made in writing;

(2) be submitted to the Committee not later than the
March 1 following the Plan Year in which the Excess
Deferral arose;

(3) specify the amount of the Excess Deferral; and,

(4) contain a statement that if the Excess Deferral is
not distributed, it will, when added to amounts
deferred under other plans or arrangements described
in Section Section 401(k), 408(k),or 403(b) of the
Code, exceed the limit imposed on the Participant by
Section 402(g) of the Code for the year in which the
Excess Deferral occurred.

In the event an Excess Deferral arises out of contributions to
a plan (including this Plan) described in Section 12.02(c)
above which is maintained by the Employer, the Participant
making the Excess Deferral shall be deemed to have requested
a return of the Excess Deferral.

(e) Pre-Tax Contributions may only be returned to the extent
necessary to eliminate a Participant's Excess Deferral.
Excess Deferrals shall be treated as annual additions under
the Plan. In no event shall the returned Excess Deferrals for
a particular calendar year exceed the Participant's
aggregate Pre-Tax Contributions for such calendar year.

(f) The income or loss allocable to a Pre-Tax Contribution that is
returned to a Participant pursuant to Section 12.02(a) or (c)
shall be determined by multiplying the income or loss
allocable to the Participant's Account for the calendar year
in which the Excess Deferral arose by a fraction. The
numerator of the fraction is the Excess Deferral. The
denominator of the fraction is the value of the Participant's
Account balance on the last day of the calendar year in which
the Excess Deferral arose reduced by any income allocated to
the Participant's Account for such calendar year and increased
by any loss allocated to the Participant's Account for such
calendar year.

(g) The income or loss allocable to an Excess Deferral that is
returned to a Participant pursuant to Section 12.02(b) shall
be determined using any reasonable method adopted by the Plan
to measure income earned or loss incurred during the Plan Year
or any other method authorized by the Internal Revenue Service
to compute the income earned or loss incurred for the period
commencing on January 1 of the calendar year in which the
Pre-Tax Contribution was made and ending on the date the
Excess Deferral was distributed.

(h) Any Employer Matching Contribution allocable to an Excess
Deferral that is returned to a Participant pursuant to this
Section 12.02 shall be forfeited

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57

notwithstanding the provisions of Article 7 (vesting). For
this purpose, however, the Pre-Tax Contributions that are
returned to the Participant as an Excess Deferral shall be
deemed to be first those Pre-Tax Contributions for which no
Employer Matching Contribution was made and second those
Pre-Tax Contributions for which an Employer Matching
Contribution was made. Accordingly, if the Pre-Tax
Contributions that are returned to the Participant as Excess
Deferrals were not matched, no Employer Matching Contribution
will be forfeited.

12.03 Average Actual Deferral Percentage.

(a) The Average Actual Deferral Percentage for Highly Compensated
Employees for each Plan Year and the Average Actual Deferral
Percentage for Non-highly Compensated Employees for the same
Plan Year must satisfy one of the following tests:

(1) The Average Actual Deferral Percentage for
Participants who are Highly Compensated Employees for
the Plan Year shall not exceed the Average Actual
Deferral Percentage for Participants who are
Non-highly Compensated Employees for the Plan Year
multiplied by 1.25; or

(2) The excess of the Average Actual Deferral Percentage
for Participants who are Highly Compensated Employees
for the Plan Year over the Average Actual Deferral
Percentage for Participants who are Non-highly
Compensated Employees for the Plan Year is not more
than two percentage points, and the Average Actual
Deferral Percentage for Participants who are Highly
Compensated Employees is not more than the Average
Actual Deferral Percentage for Participants who are
Non-highly Compensated Employees multiplied by two.

(b) The permitted disparity between the Average Actual Deferral
Percentage for Highly Compensated Employees and the Average
Actual Deferral Percentage for Non-Highly Compensated
Employees may be further reduced as required by Section 12.09.

(c) If at the end of the Plan Year, the Plan does not comply with
the provisions of Section 12.03(a), the Employer may do any or
all of the following, except as otherwise provided in the Code
or Treasury Regulations:

(1) Distribute Pre-Tax Contributions to certain Highly
Compensated Employees as provided in Section 12.05;
or

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58

(2) Make a Qualified Nonelective Contribution on behalf
of any or all of the Non-highly Compensated Employees
and aggregate such contributions with the Non-highly
Compensated Employees' Pre-Tax Contributions
Deferrals as provided in Section 12.01 (definition of
ADP).

12.04 Special Rules For Determining Average Actual Deferral Percentage.

(a) The Actual Deferral Percentage for any Highly Compensated
Employee for the Plan Year who is eligible to have Pre- Tax
Contributions allocated to his Account under two or more
arrangements described in Section 401(k) of the Code that are
maintained by an Employer or its Affiliates shall be
determined as if such Pre-Tax Contributions were made under a
single arrangement.

(b) If two or more plans maintained by the Employer or its
Affiliates are treated as one plan for purposes of the
nondiscrimination requirements of Code Section 401(a)(4) or
the coverage requirements of Code Section 410(b) (other than
for purposes of the average benefits test), all Pre-Tax
Contributions that are made pursuant to those plans shall be
treated as having been made pursuant to one plan.

(c) For purposes of determining the ADP of a Highly Compensated
Employee who is either a 5% or more owner of an Employer or
one of the ten highest paid Highly Compensated Employees
during the Plan Year, the Pre-Tax Contributions and
Compensation of such Participant shall include the Pre-Tax
Contributions and Compensation of his Family Members. Any
person who is a Family Member shall not be treated as a
separate Employee in determining the Average Actual Deferral
Percentage for either Non-highly Compensated Employees or for
Highly Compensated Employees.

(d) The determination and treatment of the Pre-Tax Contributions
and Actual Deferral Percentage of any Participant shall be in
accordance with such other requirements as may be prescribed
from time to time in Treasury Regulations.

12.05 Distribution of Excess ADP Deferrals.

(a) Pre-Tax Contributions exceeding the limitations of Section
12.03(a) ("Excess ADP Deferrals") and any income or loss
allocable to such Excess ADP Deferral shall be designated by
the Committee as Excess ADP Deferrals and shall be distributed
to Highly Compensated Employees whose Accounts were credited
with Excess ADP Deferrals in the preceding Plan Year. In
determining the amount of Excess ADP Deferrals for each

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59

Highly Compensated Employee, the Committee shall reduce the
ADP for each Highly Compensated Employee as follows:

(1) The ADP for the Highly Compensated Employee(s) with
the highest ADP will be reduced until equal to the
second highest ADPs under the Plan; then

(2) The ADP for the two (or more) Highly Compensated
Employees with the highest ADPs under the Plan will
be reduced until equal to the third highest ADP level
under the Plan; then

(3) The steps described in (1) and (2) shall be repeated
with respect to the third and successive highest ADP
levels under the Plan until the Plan complies with
one or both of the ADP tests described in Section
12.03(a).

(b) To the extent administratively possible, the Committee shall
distribute all Excess ADP Deferrals and any income or loss
allocable thereto prior to 2-1/2 months following the end of
the Plan Year in which the Excess ADP Deferrals arose. In any
event, however, the Excess ADP Deferrals and any income or
loss allocable thereto shall be distributed prior to the end
of the Plan Year following the Plan Year in which the Excess
ADP Deferrals arose. Excess ADP Deferrals shall be treated as
annual additions under the Plan.

(c) The income or loss allocable to Excess ADP Deferrals shall be
determined by multiplying the income or loss allocable to the
Participant's Account for the Plan Year in which the Excess
ADP Deferrals arose by a fraction. The numerator of the
fraction is the Excess ADP Deferral. The denominator of the
fraction is the value of the Participant's Account balance on
the last day of the Plan Year in which the Excess ADP
Deferrals arose reduced by any income allocated to the
Participant's Account for such Plan Year and increased by any
loss allocated to the Participant's Account for the Plan Year.

(d) If an Excess Deferral has been distributed to the Participant
pursuant to Section 12.02(a) or (b) for any taxable year of a
Participant, then any Excess ADP Deferral allocable to such
Participant for the same Plan Year in which such taxable year
ends shall be reduced by the amount of such Excess Deferral.

(e) Distribution of Excess ADP Deferrals to Participants described
in Section 12.04(c) shall be made in accordance with the
provisions of Treasury Regulation Section
1.401(k)-1(f)(5)(ii) or any successor Treasury Regulation
thereto.

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60

(f) Any Employer Matching Contribution allocable to an Excess ADP
Deferral that is returned to the Participant pursuant to this
Section 12.05 shall be forfeited notwithstanding the
provisions of Article 7 (vesting). For this purpose, however,
the Pre-Tax Contributions that are returned to the Participant
shall be deemed to be first those Pre-Tax Contributions for
which no Employer Matching Contribution was made and second
those Pre-Tax Contributions for which an Employer Matching
Contribution was made. Accordingly, unmatched Pre-Tax
Contributions shall be returned as an Excess ADP Deferral
before matched Pre-Tax Contributions.

12.06 Average Actual Contribution Percentage.

(a) The Average Actual Contribution Percentage for Highly
Compensated Employees for each Plan Year and the Average
Actual Contribution Percentage for Non-highly Compensated
Employees for the same Plan Year must satisfy one of the
following tests:

(1) The Average Actual Contribution Percentage for
Participants who are Highly Compensated Employees for
the Plan Year shall not exceed the Average Actual
Contribution Percentage for Participants who are
Non-highly Compensated Employees for the Plan Year
multiplied by 1.25; or

(2) The excess of the Average Actual Contribution
Percentage for Participants who are Highly
Compensated Employees for the Plan Year over the
Average Actual Contribution Percentage for
Participants who are Non- highly Compensated
Employees for the Plan Year is not more than two
percentage points, and the Average Actual
Contribution Percentage for Participants who are
Highly Compensated Employees is not more than the
Average Actual Contribution Percentage for
Participants who are Non-highly Compensated Employees
multiplied by two.

(b) If at the end of the Plan Year, the Plan does not comply with
the provisions of Section 12.06(a), the Employer may do any or
all of the following in order to comply with such provision as
applicable (except as otherwise provided in the Code or in
Treasury Regulations):

(1) Aggregate Qualified Elective Deferrals with the
Employer Matching Contributions of Non-highly
Compensated Employees as provided in Section 12.01
(definition of ACP).

(2) Distribute Employer Matching Contributions to certain
Highly Compensated Employees as provided in Section
12.08.

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61

(3) Make a Qualified Nonelective Contribution on behalf
of any or all of the Non-highly Compensated Employees
and aggregate such contributions with the Non-highly
Compensated Employees' Employer Matching
Contributions as provided in Section 12.01
(definition of ACP).

12.07 Special Rules For Determining Average Actual Contribution Percentages.

(a) The Actual Contribution Percentage for any Highly Compensated
Employee for the Plan Year who is eligible to have Employer
Matching Contributions allocated to his Account under two or
more arrangements described in Section Section 401(a) or
401(m) of the Code that are maintained by an Employer or its
Affiliates shall be determined as if such contributions were
made under a single arrangement.

(b) If two or more plans maintained by the Employer or its
Affiliates are treated as one plan for purposes of the
nondiscrimination requirements of Code Section 401(a)(4) or
the coverage requirements of Code Section 410(b) (other than
for purposes of the average benefits test), all Employer
Matching Contributions that are made pursuant to those plans
shall be treated as having been made pursuant to one plan.

(c) For purposes of determining the Actual Contribution Percentage
of a Highly Compensated Employee who is a 5% or more owner of
an Employer or one of the ten highest paid Highly Compensated
Employees during the Plan Year, the Employer Matching
Contributions and Compensation of such Participant shall
include all Employer Matching Contributions and Compensation
of Family Members. Family Members shall not be treated as
separate Employees for purposes of determining the Average
Actual Contribution Percentage for either Non-highly
Compensated Employees or for Highly Compensated Employees.

(d) The determination and treatment of the Actual Contribution
Percentage of any Participant shall satisfy such other
requirements as may be prescribed by the Secretary of the
Treasury.

12.08 Distribution of Employer Matching Contributions.

(a) Employer Matching Contributions exceeding the limitations of
Section 12.06(a) ("Excess ACP Contributions") and any income
or loss allocable to such Excess ACP Contribution may be
designated by the Committee as Excess ACP Contributions and
may be distributed in the Plan Year following the Plan Year in
which the Excess ACP Contributions arose to those Highly
Compensated Employees whose Accounts were credited with

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62

Excess ACP Contributions in the preceding Plan Year. The
amount of Excess ACP Contributions to be distributed to a
Highly Compensated Employee shall be determined using the
procedure described in Section 12.05(a).

(b) To the extent administratively possible, the Committee shall
distribute all Excess ACP Contributions and any income or loss
allocable thereto prior to 2-1/2 months following the end of
the Plan Year in which the Excess ACP Contributions arose. In
any event, however, the Excess ACP Contributions and any
income or loss allocable thereto shall be distributed prior to
the end of the Plan Year following the Plan Year in which the
Excess ACP Contributions arose.

(c) The income or loss allocable to Excess ACP Contributions shall
be determined by multiplying the income or loss allocable to
the Participant's Account for the Plan Year in which the
Excess ACP Contribution arose by a fraction. The numerator of
the fraction is the Excess ACP Contributions. The denominator
of the fraction is the value of the Participant's Account on
the last day of the Plan Year reduced by any income allocated
to the Participant's Account by such Plan Year and increased
by any loss allocated to the Participant's Account for the
Plan Year.

(d) Amounts distributed to Highly Compensated Employees under this
Section 12.08 shall be treated as annual additions with
respect to the Employee who received such amount.

(e) Distribution of Excess ACP Contributions to Participants
described in Section 12.08(c) shall be made in accordance with
the provisions of Treasury Regulation Section
1.401(m)-1(e)(2)(iii) or any successor Treasury Regulations
thereto.

12.09 Combined ACP and ADP Test.

(a) The Plan must satisfy the Combined ACP and ADP Test described
in this Section 12.09 only if (1) the Average Actual Deferral
Percentage of the Highly Compensated Employees exceeds 125% of
the Average Actual Deferral Percentage of the Non-highly
Compensated Employees and (2) the Average Actual Contribution
Percentage of the Highly Compensated Employees exceeds 125% of
the Average Actual Contribution Percentage of the Non-highly
Compensated Employees.

(b) The Combined ACP and ADP Test is satisfied if the sum of the
Highly Compensated Employees' Average Actual Deferral
Percentage and Average Actual Contribution Percentage is equal
to or less than the Maximum Combined Percentage defined in
paragraph (c) below.

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63

(c) The Maximum Combined Percentage shall be determined by
adjusting the Non-highly Compensated Employees' Average Actual
Deferral Percentage and Average Actual Contribution Percentage
in the following manner:

(1) The greater of the two percentages shall be
multiplied by 1.25; and

(2) The lesser of the two percentages shall be increased
by two percentage points; however, in no event shall
such adjusted percentage exceed twice the original
percentage.

The sum of (1) and (2) shall be the Maximum Combined
Percentage.

Notwithstanding the foregoing, the Maximum Combined Percentage
shall be determined in the following manner if such
calculation results in a higher Maximum Combined Percentage
than the formula specified above:

(1) The lesser of the Average Actual Deferral Percentage
and Average Actual Contribution Percentage of the
Non-Highly Compensated Employees shall be multiplied
by 1.25; and

(2) The greater of such two percentages shall be
increased by two percentage points; however, in no
event shall such percentage exceed twice the original
percentage.

(d) In the event the Plan does not satisfy the Combined ADP and
ACP Test, the Highly Compensated Employees' Average Actual
Contribution Percentage shall be decreased by either
distributing Employer Matching Contributions to certain Highly
Compensated Employees by using the procedures described in
Section 12.08 or by making a Qualified Nonelective
Contribution as provided in Section 12.06(b)(3) until the sum
of such percentage and the Highly Compensated Employees'
Average Actual Deferral Percentage equals the Maximum Combined
Percentage.

(e) If Employer Matching Contributions are distributed to certain
Highly Compensated Employees in order to satisfy the Combined
ADP and ACP Test, income or loss allocable to such Employer
Matching Contributions shall also be distributed.

(f) To the extent administratively possible, the Committee shall
distribute the Employer Matching Contributions (if applicable)
and allocable income or loss prior to 2-1/2 months following
the end of the Plan Year for which the Combined ADP and ACP
Test is computed. In any event, however, such Employer
Matching Contributions (if applicable) and allocable income or
loss shall be distributed by the end of the Plan Year
following the Plan Year

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64

for which the Combined ADP and ACP Test is computed. Employer
Matching Contributions that are distributed pursuant to this
Section 12.09 shall be treated as annual additions under the
Plan.

(g) The income or loss allocable to returned Employer Matching
Contributions shall be determined using the same procedures as
Section 12.05(c).

12.10 Order of Applying Certain Sections of Article.

In applying the provisions of this Article 12, the determination and
distribution of Excess Deferrals shall be made first, the
determination and elimination of Excess ACP Deferrals shall be made
second, the determination and elimination of Excess ADP Contributions
shall be made third and finally the determination and any necessary
adjustment related to the Combined ADP and ACP Test shall be made.

12.11 Effective Date. The provisions of this Article 12 shall be effective
July 1, 1988.

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65

ARTICLE 13

HIGHLY COMPENSATED EMPLOYEES

13.01 In General.

For the purposes of this Plan, the term "Highly Compensated Employee"
is any active Employee described in Section 13.02 below and any Former
Employee described in Section 13.03 below. Various definitions used
in this Article are contained in Section 13.05. A Non-Highly
Compensated Employee is an Employee who is neither a Highly
Compensated Employee nor a Family Member of a Highly Compensated
Employee. This Article 13 shall be effective July 1, 1988.

13.02 Highly Compensated Employees.

(a) An Employee is a Highly Compensated Employee if during the
Determination Year the Employee:

(1) is a 5 Percent Owner;

(2) receives Compensation in excess of $75,000;

(3) receives Compensation in excess of $50,000 and is a
member of the Top Paid Group; or

(4) is an Includable Officer.

The dollar amounts described above shall be increased annually
as provided in Code Section 414(q)(1).

(b) Calendar Year Election. The Employer hereby elects the
calendar year calculation election described in Temporary
Regulation Section 1.414(q)-1T, Q&A-14(b) or any successor
regulation thereto. Because the Plan uses the calendar year
as its Plan Year, there is no separate Look Back Year
calculation. This election is binding on all other qualified
retirement Plans maintained by the Employer until the election
is withdrawn.

13.03 Former Highly Compensated Employee.

A Former Employee is a Highly Compensated Employee if (applying the
rules of Section 13.02(a) or (b)) the Former Employee was a Highly
Compensated Employee during a Separation Year or during any
Determination Year ending on or after the Former Employee's 55th
birthday. With respect to a Former Employee

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66

whose Separation Year was prior to January 1, 1987, such Former
Employee will be treated as a Highly Compensated Employee only if the
Former Employee was a 5% Owner or received Compensation in excess of
$50,000 during (i) the Former Employee's Separation Year (or the year
preceding such Separation Year); or (ii) any year ending on or after
such Former Employee's 55th birthday (or the last year ending before
such Former Employee's 55th birthday).

13.04 Family Aggregation Rules.

(a) For purposes of this Article 13, an Employee who is, for a
given Determination Year or Look Back Year, either (i) a 5
Percent Owner, or (ii) a Highly Compensated Employee who is
one of the ten most highly compensated Employees ranked on the
basis of Compensation paid during such year, shall be
aggregated with such Employee's Family Members.

(b) For purposes of this Section 13.04, the term "Family Member"
means, with respect to an Employee described in Section
13.04(a), a person who is, on any day during the given
Determination Year or Look Back Year:

(1) his spouse; or

(2) his lineal ascendant or descendant; or

(3) the spouse of his lineal ascendant or descendant.

(c) The determination of Employees and Family Members who must be
aggregated for purposes of this Article 13 shall be made in
accordance with Temporary Regulation Section 1.414(q)-1T,
Q&A-11 and Q&A-12.

(d) For purposes of applying the limits of Code Section
401(a)(17) (i.e., the $150,000 limit on compensation, as
adjusted) with respect to Compensation under Articles 12
(401(k)/401(m) tests) and 14 (Section 415 limits), the
Compensation for any Employee described in Section 13.04(a)
and for any Family Member who is such Employee's spouse or
lineal descendant under age 19, shall be aggregated. In such
event, the deemed Compensation for each such Employee shall be
an amount equal to the Section 401(a)(17) limit for the Plan
Year (as adjusted) multiplied by a fraction, the numerator of
which is the Employee's actual Compensation for the Plan Year,
and the denominator of which is the aggregate Compensation of
the Employee and the aggregated Family Member for the Plan
Year. The same procedure shall then be used to determine the
deemed Compensation of the aggregated Family Member.

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67

13.05 Definitions.

The following special definitions shall apply to this Article 13:

Compensation for purposes of this Article 13 shall mean the gross
annual earnings reported on the Participant's IRS Form W-2 (box 10
or its comparable location as provided on Form W-2 in future years) as
required by Code Section Section 6041(d) and 6051(a)(3). In
addition, Compensation shall include compensation which is not
includable in the Participant's IRS Form W-2 (Box 10) by reason of
Code Section 402(a)(8) (employee pre-tax contributions under a Code
Section 401(k) plan) or Code Section 125 (salary deferrals under a
cafeteria plan). Compensation shall not include amounts paid or
reimbursed by the Employer for moving expenses if, at the time of the
payment of such moving expenses, it is reasonable to believe that the
moving expenses will be deductible by the Participant under Code
Section 217. Compensation shall be determined by ignoring any income
exclusions under Code Section 3401(a) based on the nature or location
of employment. In no event shall Compensation in excess of the
limitations under Code Section 401(a)(17) (e.g., $150,000 in 1994) be
taken into account for any Employee.

Determination Year shall mean the Plan Year for which the ACP and the
ADP are computed.

Employer for purposes of this Article 13 shall mean the Company and its
Affiliates.

5 Percent Owner shall mean any Employee who owns or is deemed to own
(within the meaning of Code Section 318), more than five percent of
the value of the outstanding stock of the Employer or stock possessing
more than five percent of the total combined voting power of the
Employer.

Former Employee shall mean an Employee (i) who has incurred a
Severance from Service or (ii) who remains employed by the Employer
but who has not performed services for the Employer during the
Determination Year (e.g., an Employee on Authorized Absence).

Includable Officer shall mean any officer of the Employer who, during
the applicable year, receives Compensation in excess of 50% of the
dollar limitations under Code Section 415(b)(1)(A)(as adjusted by the
Secretary of the Treasury for cost of living increases). The Employer
shall be deemed to have a minimum of 3 officers or, if greater, a
number equal to 10 percent of all Employees. However, no more than 50
officers shall be considered Includable Officers under this Article
13. If the Employer does not have any Includable Officers because no
officer receives Compensation in excess of the dollar limitations of
Code Section 415(b)(1)(A), the Employer's highest paid officer shall
be considered an Includable Officer.

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68

Look Back Year shall mean the Plan Year preceding the Determination
Year, or if the Employer elects, the calendar year ending with or
within the determination year.

Separation Year shall mean any of the following years:

(1) An Employee who incurs a Termination of Employment shall have
a Separation Year in the Determination Year in which such
Termination of Employment occurs;

(2) An Employee who remains employed by the Employer but who
temporarily ceases to perform services for the Employer (e.g.,
an Employee on Authorized Absence) shall have a Separation
Year in the calendar year in which he last performs services
for the Employer;

(3) An Employee who remains employed by the Employer but whose
Compensation for a calendar year is less than 50% of the
Employee's average annual Compensation for the immediately
preceding three calendar years (or the Employee's total years
of employment, if less) shall have a Separation Year in such
calendar year. However, such Separation Year shall be ignored
if the Employee remains employed by the Employer and the
Employee's Compensation returns to a level comparable to the
Employee's Compensation immediately prior to such Separation
Year.

Top Paid Group shall mean the top 20% of all Employees ranked on the
basis of Compensation received from the Employer during the applicable
year. The number of Employees in the Top Paid Group shall be
determined by ignoring Employees who are non-resident aliens and
Employees who do not perform services for the Employer during the
applicable year. The Employer elects to compute the Top Paid Group
without the age and service exclusion provided in applicable Treasury
Regulations.

13.06 Other Methods Permissible.

To the extent permitted by the Code, judicial decisions, Treasury
Regulations and IRS pronouncements, the Committee may (without further
amendment to this Plan) take such other steps and actions or adopt
such other methods or procedures (in addition to those methods and
procedures described in this Article 13) to determine and identify
Highly Compensated Employees (including adopting alternative
definitions of Compensation which satisfy Code Section 414(q)(7) and
are uniformly applied).

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69

ARTICLE 14.

MAXIMUM BENEFITS

14.01 General Rule.

(a) Notwithstanding any other provision of this Plan, for any Plan
Year, the Annual Additions to a Participant's Account, when
combined with the Annual Additions to the Participant's
Account under all other Qualified individual account plans
maintained by the Employer or its Affiliates shall not exceed
the lesser of (i) $30,000 or (ii) twenty-five percent (25%) of
the Participant's Compensation for such Plan Year (the
"maximum permissible amount").

(b) The Employer hereby elects that the Limitation Year for
purposes of Code Section 415 shall be the Plan Year.

(c) For purposes of determining the limit on Annual Additions
under paragraph (a) of this Section, the dollar limit
described therein, to wit, $30,000, shall be increased for
each Plan Year to the extent permitted by law.

(d) If the amount to be allocated to a Participant's Account
exceeds the maximum permissible amount (and for this purpose
Employer Contributions shall be deemed to be allocated after
Pre-Tax Contributions), the excess will be disposed of as
follows. First, if the Participant's Annual Additions exceed
the maximum permissible amount as a result of (i) a reasonable
error in estimating the Participant's Compensation, (ii) a
reasonable error in estimating the amount of Pre-Tax
Contributions that the Participant could make under Code
Section 415 or (iii) other facts and circumstances that the
Internal Revenue Service finds justifiable, the Committee may
direct the Trustee to return to the Participant his Pre-Tax
Contributions for such Plan Year to the extent necessary to
reduce the excess amount. Such returned Pre-Tax Contributions
shall be ignored in performing the discrimination tests of
Article 12. Second, any excess annual additions still
remaining after the return of Pre-Tax Contributions shall be
reallocated as determined by the Committee among the
Participants whose accounts have not exceeded the limit in the
same proportion that the Compensation of each such Participant
bears to the Compensation of all such Participants. If such
reallocation would result in an addition to another
Participant's Account which exceeds the permitted limit, that
excess shall likewise be reallocated among the Participants
whose Accounts do not exceed the limit. However, if the
allocation or reallocation of the excess amounts pursuant to
these provisions causes the limitations of Section 415 of the
Code to be exceeded with respect to each Participant for the

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70

limitation year, then any such excess shall be held
unallocated in a 415 Suspense Account. If the 415 Suspense
Account is in existence at any time during a limitation year,
other than the limitation year described in the preceding
sentence, all amounts in the 415 Suspense Account shall be
allocated and reallocated to Participants' Accounts (subject
to the limitations of Code Section 415) before any
Contributions which would constitute annual additions may be
made to the Plan for that limitation year.

(e) If the Participant is covered under another qualified defined
contribution plan maintained by an Employer during any
limitation year, the annual additions which may be credited to
a Participant's account under this Plan for any such
limitation year shall not exceed the maximum permissible
amount reduced by the annual additions credited to a
Participant's account under all such plans for the same
limitation year. If a Participant's annual additions under
this Plan and such other plans would result in an excess
amount for a limitation year, the excess amount will be deemed
to consist of the annual additions last allocated (and for
this purpose, Employer Contributions shall be deemed to be
allocated after Pre-Tax Contributions). If an excess amount
is allocated to a Participant on an allocation date of this
Plan which coincides with an allocation date of another plan,
the excess amount attributed to this Plan will be the product
of

(i) the total excess amount as of such date, times

(ii) the ratio of (A) the annual additions allocated to
the Participant for the limitation year as of such
date under this Plan to (B) the total annual
additions allocated to the Participant for the
limitation year as of such date under this and all
the other qualified defined contribution plans
maintained by the Employer.

Any excess amount attributed to this Plan will be disposed in the
manner described in this Section 14.01 above.

14.02 Combined Plan Limitation.

If the Employer or its Affiliates maintains, or at any time
maintained, a Qualified defined benefit plan covering any Participant
in this Plan, the sum of the Participant's defined benefit plan
fraction and defined contribution plan fraction shall not exceed 1.0
in any limitation year and the annual benefit otherwise payable to the
Participant under such defined benefit plan shall be frozen or reduced
to the extent necessary so that the sum of such fractions shall not
exceed 1.0.

14.03 Definitions. For the purposes of this Article 14, the following
definitions shall apply:

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71

(a) "Annual Addition" shall mean the sum of:

(1) Employee Contributions;

(2) Employer Contributions;

(3) Forfeitures; and

(4) Amounts described in Code Section Section
415(l)(1) and 419A(d)(2).

Annual Additions shall not include any amounts credited to the
Participant's Account resulting from Rollover Contributions.

(b) "Affiliates" shall have that meaning contained in Article 2
except that for purposes of determining who is an Affiliate
the phrase "more than 50 percent" shall be substituted for the
phrase "at least 80 percent" each place it appears in Code
Section 1563(a)(1).

(c) "Compensation" shall have the same meaning as defined in
Article 12 except that Compensation for purposes of Article 14
shall not include Pre-Tax Contributions under this Plan and
shall not include salary deferrals under a Code Section 125
Cafeteria Plan.

(d) "Defined Benefit Fraction" means a fraction, the numerator of
which is the sum of the Participant's projected annual
benefits under all the defined benefit plans (whether or not
terminated) maintained by the Employer or its Affiliates, and
the denominator of which is the lesser of (i) 125 percent of
the dollar limitation in effect for the limitation year under
Section 415(b)(1)(A) of the Code or (ii) 140 percent of the
Highest Average Compensation. Notwithstanding the foregoing,
if the Participant was a Participant as of the first day of
the first Limitation Year beginning after December 31, 1986,
in one or more defined benefit plans maintained by the
Employer or its Affiliates which were in existence on May 6,
1986, the denominator of this fraction will not be less than
125 percent of the sum of the annual benefits under such plans
which the Participant had accrued as of the end of the last
limitation year beginning before January 1, 1987, but
determined without regard to any changes in the terms and
conditions of the Plan occurring after May 5, 1986. The
preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements
of Section 415 for all limitation years beginning before
January 1, 1987.

(e) "Defined Contribution Fraction" means a fraction, the
numerator of which is the sum of the Annual Additions to the
Participant's account under all the defined contribution plans
(whether or not terminated) maintained by the Employer or its
Affiliates for the current and all prior limitation years, and

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72

the denominator of which is the sum of the Maximum Aggregate
Amounts for the current and all prior limitation years of
service with the Employer or its Affiliates (regardless of
whether a defined contribution plan was maintained by the
Employer or its Affiliates). The Maximum Aggregate Amount in
any limitation year is the lesser of (i) 125 percent of the
dollar limitation in effect under Section 415(c)(1)(A) of the
Code; or (ii) 35 percent of the Participant's compensation for
such year. If the Employee was a Participant as of the first
day of the first Limitation Year beginning after December 31,
1986, in one or more defined contribution plans maintained by
the Employer or its Affiliates which were in existence on May
6, 1986, the numerator of this fraction will be adjusted if
the sum of this fraction and the defined benefit fraction
would otherwise exceed 1.0 under the terms of this Plan.
Under the adjustment, an amount equal to the product of (i)
the excess of the sum of the fractions over 1.0 times and (ii)
the denominator of this fraction, will be permanently
subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be
computed as of the end of the limitation year beginning before
January 1, 1987, and disregarding any changes in the terms and
conditions of the plans made after May 5, 1986, but using the
Section 415 limitation applicable to the first Limitation
Year beginning on or after January 1, 1987. The annual
addition for any Limitation Year beginning before January 1,
1987 shall not be recomputed to treat employee contributions
as annual additions.

(f) "Highest Average Compensation" means the average compensation
for the three consecutive years of service with the employer
that produces the highest average.

(g) "Projected Annual Benefit" means the annual retirement benefit
(adjusted to an actuarially equivalent straight life annuity
if such benefit is expressed in a form other than a straight
life annuity or qualified joint and survivor annuity) to which
the Participant would be entitled under the terms of the plan
assuming (i) the Participant will continue employment until
normal retirement age under the plan (or current age, if
later), and (ii) the Participant's compensation for the
current limitation year and all other relevant factors used to
determine benefits under the plan will remain constant for all
future limitation years.

14.04 Effective Date. The provisions of this Article 14 shall be effective
January 1, 1987.

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73

ARTICLE 15.

TOP HEAVY RULES

15.01 General.

The provisions of this Article of the Plan shall become effective in
any Plan Year in which the Plan is determined to be Top Heavy and
shall supersede any conflicting provision of this Plan.

15.02 Definitions.

(a) Top Heavy. The Plan shall be Top Heavy for the Plan Year if,
as of the Valuation Date which coincides with or immediately
precedes the Determination Date, the value of the Participant
Accounts of Key Employees exceeds 60% of the value of all
Participant Accounts. If the Employer maintains more than one
plan, all plans in which any Key Employee participates and all
plans which enable this Plan to satisfy the
anti-discrimination requirements of Code Section Section
401(a)(4) and 410 must be combined with this Plan ("Required
Aggregation Group") for the purposes of applying the 60% test
described in the preceding sentence. Plans maintained by the
Employer which are not in the required aggregation group may
be combined at the Employer's election with this Plan for the
purposes of determining Top Heavy status if the combined plan
satisfies the requirements of Code Section 401(a)(4) and 410
("Permissive Aggregation Group"). In determining the value
of Participant Accounts, all distributions made during the
five-year period ending on the Determination Date shall be
included and any unallocated Employer Contributions or
forfeitures attributable to the Plan Year in which the
Determination Date falls shall also be included. The Account
of (i) any Employee who at one time was a Key Employee but who
is not a Key Employee for any of the five Plan Years ending on
the Determination Date; and (ii) any Employee who has not
performed services for the Employer or a related employer
maintaining a plan in the aggregation group for the five Plan
Years ending on the Determination Date, shall be disregarded
in determining Top Heavy status.

If the Employer maintains a defined benefit plan during the
Plan Year which is subject to aggregation with this Plan, the
60% test shall be applied after calculating the present value
of the Participants' accrued benefits under the defined
benefit plan in accordance with the rules set forth in that
plan and combining the present value of such accrued benefits
with the Participant's account balances under this Plan.

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74

Effective January 1, 1987, solely for the purpose of
determining if the Plan, or any other plan included in the
Required Aggregation Group, is Top-Heavy, a Non-Key Employee's
accrued benefit in a defined benefit plan shall be determined
under (i) the method, if any, that uniformly applies for
accrual purposes under all plans maintained by the Affiliates,
or (ii) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under
the fractional accrual rate of Code Section 411(b)(1)(C).

(b) Key Employee. Any employee of the Employer who, during the
Plan Year or the four preceding Plan Years was an officer
receiving Compensation in excess of 50% of the limit described
in Code Section 415(b)(1)(A), one of the ten employees of the
Employer owning the largest interests in the Employer and
receiving Compensation equal to or greater than the dollar
limit described in Code Section 415(c)(1)(A), a greater than
5% owner of the Employer, a greater than 1% owner of the
Employer receiving Compensation in excess of $150,000, or the
Beneficiary of a Key Employee. The Code Section 415(b)(1)(A)
and 415(c)(1)(A) limits referred to in the preceding sentence
shall be the specified dollar limit plus any increases
reflecting cost of living adjustments specified by the
Secretary of the Treasury.

(c) Determination Date. The last day of the Plan Year immediately
preceding the Plan Year for which Top Heavy status is
determined. For the first Plan Year, the Determination Date
shall be the last day of the first Plan Year.

(d) Non-Key Employee. Any Participant who is not a Key Employee.

(e) Employer. The term "Employer" shall include any Affiliate of
such Employer.

(f) Compensation. The term "Compensation" shall have that meaning
as defined in Article 14.

15.03 Minimum Benefit.

(a) Except as provided below, the Employer Contributions allocated
on behalf of any Non-Key Employee who is employed by the
Employer on the Determination Date shall not be less than the
lesser of (i) 3% of such Non-Key Employee's Compensation or
(ii) the largest percentage of Employer Contributions and
Pre-Tax Contributions, as a percentage of the Key Employee's
Compensation, allocated on behalf of any Key Employee for such
Plan Year. Pre-Tax Contributions allocated to the Accounts of
Non-Key Employees and Employer Matching Contributions
allocated to the Accounts of Non-Key Employees that are used
to satisfy the provisions of

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75

Article 12 shall not be considered in determining whether a
Non-Key Employee has received the minimum contribution
required by this Section 15.03.

(b) The minimum allocation is determined without regard to any
Social Security contribution and shall be made even though,
under other Plan provisions, the Non-Key Employee would have
received a lesser allocation or no allocation for the Plan
Year because of the Non-Key Employee's failure to complete
1,000 Hours of Service, his failure to make mandatory employee
contributions, or his earning compensation less than a stated
amount.

(c) If the Employer maintains a defined benefit plan in addition
to this Plan, the minimum contribution and benefit
requirements for both plans in a Top Heavy Plan Year may be
satisfied by an allocation of Employer Contributions to the
Account of each Non-Key Employee in the amount of 5% of the
Non-Key Employee's compensation.

15.04 Combined Plan Limitation For Top Heavy Years.

In any Plan Year during which more than 90% of the Participant Account
balances are attributable to Key Employees, 100% or an equivalent
factor shall be substituted for 125% or an equivalent factor in the
combined plan fraction denominators set forth in the Section of this
Plan which limits maximum benefits pursuant to Section 415 of the
Code. In any Plan Year during which more than 60% but not more than
90% of the Participant Account balances are attributable to Key
Employees, 100% or an equivalent factor shall be substituted for 125%
or an equivalent factor in the combined plan fraction denominators
unless the Account of each Non-Key Employee participating in the Plan
receives an allocation which satisfies Section 15.03 above, except
that for this purpose the figure "4%" shall be substituted for "3%"
where it appears in Section 15.03(a) and the figure "7.5%" shall be
substituted for "5%" where it appears in Section 15.03(c).

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76

ARTICLE 16

MISCELLANEOUS

16.01 Headings.

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

16.02 Action by Employer.

Any action by an Employer under this Plan shall be by resolution of
its Board of Directors, or by any person or persons duly authorized
by resolution of said Board to take such action.

16.03 Spendthrift Clause.

Except as otherwise required by a "qualified domestic relations
order" as defined in Code Section 414(p), none of the benefits,
payments, proceeds or distributions under this Plan shall be subject
to the claim of any creditor of any Participant or Beneficiary, or to
any legal process by any creditor of such Participant or Beneficiary,
and none of them shall have any right to alienate, commute,
anticipate or assign any of the benefits, payments, proceeds or
distributions under this Plan except for the extent expressly
provided herein to the contrary. If any Participant shall attempt to
dispose of the benefits provided for him hereunder, or to dispose of
the right to receive such benefits, or in the event there should be
an effort to see such benefits or the right to receive such benefits
by attachment, execution or other legal or equitable process, such
right to benefits shall pass and be transferred, at the discretion of
the Plan Administrator, to such one or more as may be appointed by
the Plan Administrator from among the Beneficiaries, if any
theretofore designated by the Participant, or from the spouse,
children or other dependents of the Participant, in such shares as
the Committee may appoint. Any appointment so made by the Committee
may be revoked by it at any time and further appointment made by it
which may include the Participant.

16.04 Distributions Upon Special Occurrences.

(a) Subject to Section 11.03, Pre-Tax Contributions and any
income attributable thereto, shall be distributed to
Participants or their Beneficiaries as soon as
administratively feasible after the termination of the Plan,
provided that neither the Employer nor its Affiliates
maintain a successor plan.

(b) Pre-Tax Contributions and any income attributable thereto
shall be distributed to Participants as soon as
administratively feasible after the

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77

sale, to an entity that is not an Affiliate, of
substantially all of the assets used by the Employer in the
trade or business in which the Participant is employed.

(c) After the sale of an incorporated Affiliate's interest in a
subsidiary to an entity that is not an Affiliate, Pre-Tax
Contributions and any income attributable thereto of a
Participant who continues to work for such subsidiary shall
be distributed as soon as administratively feasible.

(d) The provisions of this Section 16.04 including the
definitions of terms such as "successor plan" and
"substantially all of the assets" shall be governed by
Treasury Regulation Section 1.401(k)-1(d)(1)(iii) or any
successor Treasury Regulation thereto.

16.05 Discrimination.

The Employer, the Committee, the Trustee and all other persons
involved in the administration and operation of the Plan shall
administer and operate the Plan and Trust in a uniform and consistent
manner with respect to all Participants similarly situated and shall
not permit discrimination in favor of Highly Compensated Employees.

16.06 Release.

Any payment to a Participant or Beneficiary, or to their legal
representatives, in accordance with the provisions of this Plan,
shall to the extent thereof be in full satisfaction of all claims
hereunder against the Trustee, Plan Administrator, Committee and the
Employer, any of whom may require such Participant, Beneficiary, or
legal representative, as a condition precedent to such payment, to
execute a receipt and release therefor in such form as shall be
determined by the Trustee, the Committee, or the Employer, as the
case may be.

16.07 Compliance with Applicable Laws.

The Company, through the Plan Administrator, shall interpret and
administer the Plan in such manner that the Plan and Trust shall
remain in compliance with the Code, with the Act, and all other
applicable laws, regulations, and rulings.

16.08 Agent for Service of Process.

The agent for service of process of this Plan shall be the person
listed from time to time in the current records of the Secretary of
State of Georgia as the agent for the service of process for the
Company.

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78

16.09 Merger.

In the event of any merger or consolidation of the Plan with any
other Plan, or the transfer of assets or liabilities by the Plan to
another Plan, each Participant must receive (assuming that the Plan
would terminate) the benefit immediately after the merger,
consolidation, or transfer which is equal to or greater than the
benefit such Participant would have been entitled to receive
immediately before the merger, consolidation, or transfer (assuming
that the Plan had then terminated), provided such merger,
consolidation, or transfer took place after the date of enactment of
the Act.

16.10 Governing Law.

The Plan shall be governed by the laws of the State of Georgia to the
extent that such laws are not preempted by Federal law.

16.11 Adoption of the Plan by an Affiliated Sponsor..

(a) The Committee shall determine which employers shall become
Affiliated Sponsors within the terms of the Plan. In order
for the Committee to designate an Employer as an Affiliated
Sponsor, the Committee must approve the addition of the
Affiliated Sponsor's identity to Schedule A (which approval
may be retroactive to an earlier effective date). The
Committee may also specify such terms and conditions
pertaining to the adoption of the Plan by the Affiliated
Sponsor as the Committee deems appropriate. With the
Committee's consent, an Affiliated Sponsor may limit
participation in the Plan to certain of its Employees.

(b) The Plan of the Affiliated Sponsor and of the Company shall be
considered a single plan for purposes of Treasury Regulations
Section 1.414(1)-1(b)(1). All assets contributed to the Plan
by the Affiliated Sponsor shall be held in a single fund
together with the assets contributed by the Company (and with
the assets of any other Affiliated Sponsors); and so long as
the Affiliated Sponsor continues to be designated as such, all
assets held in such fund shall be available to pay benefits to
all Participants and Beneficiaries covered by the Plan
irrespective of whether such Employees are employed by the
Company or by the Affiliated Sponsor. Nothing contained
herein shall be construed to prohibit the separate accounting
of assets contributed by the Company and the Affiliated
Sponsors for purposes of cost allocation if directed by the
Committee or the holding of Plan assets in more than one Trust
Fund with more than one Trustee.

(c) So long as the Affiliated Sponsor's designation as such
remains in effect, the Affiliated Sponsor shall be bound by,
and subject to all provisions of the Plan and the Trust
Agreement. The exclusive authority to amend the

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79

Plan and the Trust Agreement shall be vested in the Committee
and no Affiliated Sponsor shall have any right to amend the
Plan or the Trust Agreement. Any amendment to the Plan or the
Trust Agreement adopted by the Committee shall be binding upon
every Affiliated Sponsor without further action by such
Affiliated Sponsor.

(d) Each Affiliated Sponsor shall be solely responsible for making
an Employer Contribution with respect to its Employees and
solely responsible for making any contribution required by
Article 15. Furthermore, if an Affiliated Sponsor determines
to make a Qualified Nonelective Contribution on behalf of its
Employees, such Affiliated Sponsor shall be solely responsible
for making such contribution. Neither the Company nor any
other Affiliated Sponsor is obligated to make an Employer
Matching Contribution or Qualified Nonelective Contribution on
behalf of the Employees of a different Affiliated Sponsor.

(e) The Company and each Affiliated Sponsor which is an Affiliate
will be tested on a combined basis to determine whether the
Company and such Affiliated Sponsors satisfy the Average
Actual Deferral Percentage Test described in Section 12.03 and
the Average Actual Contribution Percentage test described in
Section 12.06. An Affiliated Sponsor which is not an
Affiliate shall be tested separately from the Company and
those Affiliated Sponsors that are Affiliates for purposes of
the ADP test and ACP test described in Article 12.

(f) No Affiliated Sponsor other than the Company shall have the
right to terminate the Plan. However, any Affiliated Sponsor
may withdraw from the Plan by action of its board of directors
provided such action is communicated in writing to the
Committee. The withdrawal of an Affiliated Sponsor shall be
effective as of the last day of the Plan Year following
receipt of the notice of withdrawal (unless the Committee
consents to a different effective date). In addition, the
Committee may terminate the designation of an Affiliated
Sponsor to be effective on such date as the Committee
specifies. Any such Affiliated Sponsor which ceases to be an
Affiliated Sponsor shall be liable for all cost accrued
through the effective date of its withdrawal or termination
and any contributions owing as a result of Pre-Tax
Contributions by its Employees or any other contribution as
provided in paragraphs (d) and (e). In the event of the
withdrawal or termination of an Affiliated Sponsor as provided
in this paragraph, such Affiliated Sponsor shall have no right
to direct that assets of the Plan be transferred to a
successor plan for its Employees unless such a transfer is
approved by the Committee in its sole discretion.

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80

16.12 Protected Benefits.

Early retirement benefits, retirement-type subsidies, or optional
forms of benefits protected under Code Section 411(d)(6) ("Protected
Benefits") shall not be reduced or eliminated with respect to benefits
accrued under such Protected Benefits unless such reduction or
elimination is permitted under the Code authority issued by the
Internal Revenue Service, or judicial authority.

16.13 Location of Participant or Beneficiary Unknown.

In the event that all or any portion of the distribution payable to a
Participant or his Beneficiary shall remain unpaid solely by reason of
the Committee's inability to ascertain the whereabouts of such
Participant or Beneficiary, the amount unpaid shall be forfeited.
However, such forfeiture shall not occur until five (5) years after
the amount first became payable. The Committee shall make a diligent
effort to locate the Participant or Beneficiary including the mailing
of a registered letter, return receipt requested, to the last known
address of such Participant or Beneficiary. In the event a
Participant or Beneficiary is located subsequent to his benefit being
forfeited, such benefit shall be restored and distributed.

IN WITNESS WHEREOF, the Company has caused this Plan to be duly
executed and its seal to be hereunto affixed on the date indicated below, but
effective as of January 1, 1994.

GENUINE PARTS COMPANY

By: /s/ Frank M. Howard
---------------------------------------

Title: Treasurer
------------------------------------

Date: December 1, 1994
-------------------------------------

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SCHEDULE A

Affiliated Sponsors
Designated Under Section 16.11

I. General Rule - No Past Service Credit. Unless otherwise identified
below, an employee will not receive Credited Service and Years of Eligibility
Service under this Plan for his or her prior employment with the Affiliated
Sponsor. Instead (unless otherwise required by law), Hours of Service worked
for an Affiliated Sponsor prior to the Designation Date shall be ignored.

II. Definition of Past Service Credit. If Employees of an Affiliated
Sponsor are granted past service credit (as noted below), such Employees who
are employed by the Affiliated Sponsor on the Designation Date shall receive
Credited Service and Years of Eligibility Service under this Plan beginning
with their employment commencement date with the Affiliated Sponsor, but
subject to all of the rules concerning crediting of service and Breaks in
Service set forth in this Plan.

Designation
Name Date Special Notes
---- ----------- -------------

1. S.P. Richards July 1, 1988 Past Service Credit Granted
Company

2. Balkamp, Inc. July 1, 1988 Past Service Credit Granted.

3. NAPA, Inc. July 1, 1988 Past Service Credit Granted.

4. Motion (See Note Below) Past Service Credit Granted
Industries, Inc.

Special Note on Motion Industries, Inc.

On or about January 1, 1984, Genuine Parts Company acquired Motion Industries,
Inc. ("Motion"). Employees of Motion whose initial date of hire was on or
after January 1, 1984, became participants in the Genuine Parts Company Pension
Plan after satisfying the age and service requirements under such Plan.
Employees of Motion whose initial date of hire was prior to January 1, 1984,
elected either to (1) continue their participation in the Motion Industries,
Inc. Profit Sharing Plan or (2) to participate in the Genuine Parts Company
Pension Plan. Effective January 1, 1990, the Motion Profit Sharing Plan was
terminated. Employees of Motion who participated in the Motion Profit Sharing
Plan on

December 31, 1989, and who were employed by Motion on January 1, 1990, became
eligible to participate in the Genuine Parts Company Pension Plan effective as
of January 1, 1990.

Employees of Motion who participated in the Genuine Parts Company Pension Plan
on July 1, 1988, began their participation under the Genuine Partnership Plan
on July 1, 1988. Employees who first became eligible to participate in the
Genuine Parts Company Pension Plan on January 1, 1990, commenced participation
in the Genuine Partnership Plan on January 1, 1990.

In either case, employees of Motion who began participation in the Genuine
Partnership Plan on July 1, 1988, or January 1, 1990, received credit for
vesting purposes under the Genuine Partnership Plan for their years of
employment with Motion.

Please note that employees hired by Motion on or after January 1, 1984, became
eligible to participate in the Genuine Parts Company Pension Plan and Genuine
Partnership Plan in accordance with the same rules applicable to all employees
of Genuine Parts Company. The staggered entry dates of July 1, 1988, and
January 1, 1990, apply to those employees who worked for Motion prior to
January 1, 1984.

SCHEDULE B

Credit for Service with Predecessor Employers

I. General Rule - No Past Service. Unless otherwise identified in Part II
below, an Employee will not receive Credited Service or Years of Eligibility
Service under this Plan for any purpose. Instead (unless otherwise required by
law) Hours of Service worked for a predecessor employer prior to the
Designation Date shall be ignored.

II. Definition of Past Service Credit. If Employees who were previously
employed by a predecessor employer are granted past service credit (as noted
below), such Employees who are employed by an Employer on the Designation Date
shall receive Credited Service and Years of Eligibility Service under this Plan
beginning with the employment commencement date with the predecessor employer,
but subject to all of the rules concerning crediting of service and Breaks in
Service set forth in this Plan.

Extent of Credit for Service
Name Designation Date with Predecessor Company
---- ---------------- ----------------------------

1. Odell Hardware Company 7/1/88 Past Service Credit Granted
("Odell")

2. Clark Siviter 7/1/88 Past Service Credit Granted

3. Brooks-Noble Parts 7/1/88 Past Service Credit Granted
& Machine Co., Inc.

4. General Automotive Parts 7/1/88 Past Service Credit Granted
Company and its subsidiaries
("General Automotive")

5. Standard Units Parts 7/1/88 Past Service Credit Granted
Corporation including
its subsidiary Manco,
Inc. ("Standard Units
Parts")

6. NAPA Des Moines 7/1/88 Past Service Credit Granted
Warehouse ("Des Moines")

III. Participants employed by the following predecessor employers shall not
receive Past Service Credit as of the date the predecessor employer was
acquired by or merged into Genuine Parts Company. However, after an employee
of such predecessor employer

becomes a Participant in the Plan by satisfying the requirements of Section
3.01, such Participant shall receive Credited Service for all employment with
such predecessor employer. Such Credited Service may be forfeited or
disregarded in accordance with the definition of Credited Service set forth in
Article II. Furthermore, no Credited Service shall be granted for employment
with a predecessor employer if the granting of such Credited Service will
adversely impact the tax qualified status of the Plan.

[None as of the Effective Date]

Name Employment Date
---- ---------------

SCHEDULE C

Prior Employer Accounts