10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal Year ended December 31, 2002

or

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                to                

Commission File Number 1-4329

[COOPER LOGO]

COOPER TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE (State of incorporation)	34-4297750 (I.R.S. employer identification no.)
Lima and Western Avenues, Findlay, Ohio (Address of principal executive offices)	45840 (Zip Code)

Registrant’s telephone number, including area code: (419) 423-1321

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)
Common Stock, $1 par per share (Name of each exchange on which registered)
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X] No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [   ]

The aggregate market value of the voting common stock held by non-affiliates of the registrant at June 28, 2002 was $1,508,945,379.

The number of shares outstanding of the registrant’s common stock as of February 28, 2003 was 73,557,611.

DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

Proxy statement dated March 26, 2003 — Part III, Items 10 – 13

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TABLE OF CONTENTS

PART I
	Item 1. BUSINESS
	Item 2. PROPERTIES
	Item 3. LEGAL PROCEEDINGS
	Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
	Item 6. SELECTED FINANCIAL DATA
	Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
	Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	Item 11. EXECUTIVE COMPENSATION
	Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
	Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	Item 14. CONTROLS AND PROCEDURES
PART IV
	Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATION
INDEX TO EXHIBITS
Ex-13
Ex-21
Ex-23
Ex-24
Ex-99A
Ex-99.B
Ex-99.C
Ex-99.D
Ex-99.E
Ex-99.F
Ex-99.G
Ex-99.H
Ex-99.I

TABLE OF CONTENTS
COOPER TIRE & RUBBER COMPANY – FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

		10-K Pages
Cover			1
Table of Contents			2
Part I
	Item 1 – Business		2-7
	Item 2 – Properties		7
	Item 3 – Legal Proceedings		7
	Item 4 – Submission of Matters to a Vote of Security Holders		7
Part II
	Item 5 – Market for Registrant’s Common Equity and Related Stockholder Matters		7-8
	Item 6 – Selected Financial Data		9
	Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		9-21
	Item 7A – Quantitative and Qualitative Disclosures About Market Risk		21
	Item 8 – Financial Statements and Supplementary Data		22-47
	Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		48
Part III
	Item 10 – Directors and Executive Officers of the Registrant		48
	Item 11 – Executive Compensation		49
	Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		49
	Item 13 – Certain Relationships and Related Transactions		49
	Item 14 – Controls and Procedures		49
Part IV
	Item 15 – Exhibits, Financial Statement Schedules, and Reports on Form 8-K		50
Signatures			51
CEO Certification			52
CFO Certification			53
Index to Exhibits			54-56

PART I

Item 1. BUSINESS

Cooper Tire & Rubber Company (“Cooper” or the “Company”) is a leading manufacturer of replacement tires and original equipment automotive components. It is organized into two separate business segments, Cooper Tire and Cooper-Standard Automotive, each of which is a separate reportable segment. Each segment is managed separately because it offers different products requiring different marketing and distribution strategies. Additional information on the Company’s segments, including their financial results, total assets, products, markets and presence in particular geographic areas, appears in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Business Segments” note to the financial statements.

Cooper Tire, the segment which comprises Cooper’s tire and related businesses, is the fourth largest tire manufacturer in North America and, according to a recognized trade source, is the eighth largest tire company in the world based on sales. It focuses on the sale of passenger and light truck replacement tires. It also manufactures radial medium truck tires and materials and equipment for the truck tire retread industry. Cooper-Standard Automotive, the segment which includes all of Cooper’s automotive components business, is one of the world’s leaders in the design and manufacture of automotive body sealing products and ranks among the top producers of noise, vibration and harshness (NVH) control products and fluid handling systems for the automotive industry.

Cooper was incorporated in the State of Delaware in 1930 as the successor to a business originally founded in 1914. Based in Findlay, Ohio, Cooper currently operates 52 manufacturing facilities in 13 countries. As of December 31, 2002, the Company employed 23,024 persons worldwide.

Business Segments

The Company has two reportable segments – Cooper Tire and Cooper-Standard Automotive.

Cooper Tire

The Tire segment produces passenger car, light truck and motorcycle tires, and inner tubes, primarily for sale in the United States replacement market to independent tire dealers, wholesale distributors, regional and national retail tire chains, and large retail chains

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which sell tires as well as other automotive products. The segment does not sell its products directly to end users, and does not manufacture tires for sale to the automobile original equipment manufacturers (“OEMs”). A small percentage of the products manufactured by the segment in the United States are exported throughout the world. The Cooper-Avon subsidiary in the United Kingdom manufactures passenger car, light truck and motorcycle tires for sale to dealers in the United Kingdom and continental Europe. Approximately 93 percent of the tires produced by the segment are manufactured at plants located in the United States. The remainder are produced in the United Kingdom. The segment also manufactures radial medium truck tires and produces equipment and materials for sale to truck tire retread dealers, primarily in North America.

The Tire segment operates in a highly competitive industry, which includes three competitors which are substantially larger than the Company. All three of those competitors serve the OEM as well as the replacement portion of the tire market. The segment also faces competition from low-cost producers in Asia and South America. Some of those producers are the foreign subsidiaries of the segment’s competitors in North America. The segment had a market share in 2002 of approximately 17 percent of all light vehicle replacement tire sales in the United States, a higher percentage than the previous year.

In the tread rubber industry, which supplies retread equipment and materials to the commercial truck tire industry, there are numerous suppliers, one of which has a market share that is believed to approach 50 percent. The remaining significant competitors include the retread business of the segment and the retread businesses of other major tire manufacturers.

Success in competing for the sale of replacement tires is dependent upon many factors, the most important of which are price, quality, and availability through appropriate distribution channels. Other factors of importance are warranty and credit terms and the quality of the segment’s relationships with its dealers. The segment has built close working relationships through the years with its independent dealers and believes those relationships have enabled it to obtain a competitive advantage in the replacement market. As a steadily increasing percentage of replacement tires are sold by large regional and national tire retailers, the segment has increased its penetration of those distribution channels, while maintaining a focus on its traditionally strong network of independent dealers.

Both the replacement tire and retread products businesses of the segment have broad customer bases. No customer accounted for ten percent or more of the consolidated net sales of the Company in 2002. Overall, a balanced mix of customers and the offering of both proprietary brand and private label tires help to protect the segment from the adverse effects that could result from the loss of a major customer.

Cooper-Standard Automotive

The Automotive segment produces components, systems, subsystems and modules for incorporation into the passenger vehicles and light trucks manufactured by the global automotive OEMs. Replacement parts for current production vehicles are also produced. The segment’s main products include the following:

• Total sealing systems products, which consist primarily of extruded rubber parts and TPV (“thermal plastic vulcanizer”) plastic parts, which serve to seal the doors, windows and other parts of the vehicle from water leakage and wind noise. These products include weatherstrip assemblies to seal vehicle windows, window channel assemblies, window gaskets, and vehicle body and door dynamic seals. In addition, encapsulated glass products are provided in combination with, and independent of, glass sealing systems.

• NVH control systems products, which consist primarily of molded rubber chemically bonded to metal engine mounting systems, body mounts, bushings and a full line of other suspension and powertrain components. These products are designed to minimize the noise, vibration and harshness experienced in vehicles. Services include full ride and handling vehicle analysis resulting in optimal design and placement of components to ensure superior ride and sound characteristics.

• Fluid systems products, which include tubing, valves, quick connects, hoses, couplings, coolers and similar products that comprise the modules and subsystems for transmission and engine oil cooling, fuel, brake, and vapor lines, emissions, and power steering, all of which serve to transport fluids and vapors throughout a vehicle.

The segment also produces extruded plastic body side moldings, which serve as protective barriers preventing damage to the vehicle’s sheet metal and can be an integral part of the vehicle’s overall styling and appearance. The segment does not intend to maintain its presence in this lower margin, commodity business and is continuing its efforts to dispose of it.

Since nearly all of the segment’s products are sold as original equipment directly to the OEMs for installation on new vehicles, or in a lesser number of cases, to Tier 1 suppliers who do the same, sales of such products are directly affected by the annual vehicle production of OEMs, and in particular, the production levels of the vehicles for which specific parts are being provided. In most cases, the segment’s products are designed and engineered for a specific vehicle platform and cannot be used on other vehicles. The segment’s sales and product development personnel work directly with the engineering and styling departments of the OEMs in the engineering and development of its various products. The segment maintains sales offices in strategic locations throughout the world to provide support and service to its OEM customers. The segment does not have a backlog of orders at any point in time. Instead,

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original equipment sales are generally based upon purchase orders issued periodically by the OEMs for the components, systems, subsystems or modules produced by the segment. The purchase orders are for all or a percentage of the customers’ estimated requirements and are subject to production levels of the vehicles for which specific parts are being provided. The OEMs issue releases under those purchase orders from time to time, specifying quantities of the components which the manufacturing plants require, based upon planned production levels.

Although each OEM may emphasize different requirements as the primary criteria for judging its suppliers, success as an automotive supplier generally requires outstanding performance with respect to quality, cost and time. The product quality requirement is a given, and the segment places an intense focus on insuring that its products are of a consistently high and reliable quality. Cost refers not only to product pricing, but also to a lean cost structure, efficient supply chain management and flexible manufacturing capabilities. Time relates to three separate elements: on-time delivery of products; time to bring new products to market; and manufacturing cycle time. A trend toward shortening new product cycle times to meet the intense competitive demands faced by the OEMs requires that the segment have in place the infrastructure to support these demands. As part of this trend, suppliers must have in place state-of-the-art engineering and design capabilities. Suppliers are increasingly expected to collaborate on or assume the product design and development of key automotive components, and to do so with sophisticated expertise and increased speed.

Management believes the segment’s commitment to continued investment in its engineering and design capability, including enhanced computerized software design capabilities, is crucial to achieving future business, and many of its present initiatives are intended to enhance these capabilities. The changes being sought by the OEMs are occurring in an environment in which pricing for automotive components is declining. To remain competitive, the segment must successfully apply continuous improvement methodologies to its engineering, design and manufacturing processes and implement lean initiatives to achieve cost savings commitments to its customers.

The segment has been successful in meeting the requirements described above. The segment has also had success in providing product on light trucks, sport utility vehicles, and the other types of vehicles that have been especially popular in recent years. However, competition is intense and the segment faces numerous competitors in each of the product lines it serves. In general, there are three or more significant competitors for most of the products offered by the segment, and numerous smaller competitors. The Company believes, however, that it is one of the three largest global producers of body sealing systems, is a significant global competitor for most of its fluid systems products, where the market is highly fragmented, and is one of the two largest competitors in the NVH business in North America.

The segment is facing increased competition for certain of its products, especially for its NVH products, from suppliers producing in lower cost countries such as China and Korea. The segment is examining how to deal with this competitive threat, including consideration of expanding its manufacturing presence to those countries.

Nearly three-fourths of the segment’s sales are to Ford Motor Company, DaimlerChrysler AG and General Motors Corporation. Sales to each of these customers in 2002 exceeded 10 percent of the consolidated net sales of the Company. The loss of any of these customers would have a material adverse effect on the financial results of the segment and the Company, unless replacement business could be quickly obtained. The Company’s sales in 2002 to these significant customers are listed below:

		Percent of
		Consolidated
Customer	Net Sales	Net Sales
Ford	$491 million		15	%
DaimlerChrysler	$344 million		10	%
General Motors	$338 million		10	%

Consolidation among the OEMs in recent years has resulted in the creation of a relatively small number of very large global customers which are increasingly requiring their suppliers to serve them on a global basis. Management believes its past acquisitions have given the segment the size, the geographic breadth and the resources to meet the requirements of customers who increasingly demand uniformly high levels of quality, service and design and engineering support at all locations in the world where their vehicles are manufactured. As the industry continues to consolidate, the segment may become even more dependent on each of its customers. As the Company expands its global position, however, it spreads the risk over additional regions and the OEMs in those regions.

Raw Materials

The primary raw materials used by the Company include synthetic and natural rubbers and rubber chemicals, polyester and nylon fabrics, steel tire cord, wire carriers and metals, carbon black and adhesives, and thermal plastic vulcanizers, which the Company acquires from multiple sources both within and outside the United States to provide greater assurance of continuing supplies for its manufacturing operations. Because of the similarity of raw materials used in the processes of both the Tire and Automotive segments, the Company’s purchasing efforts for the two segments are substantially centralized, which has resulted in efficiencies and reduced administrative costs.

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The Company did not experience any significant raw material shortages in 2002, nor have any shortages been experienced in the opening months of 2003. The Company did not experience serious fuel shortages in 2002 and has not experienced any in 2003. However, supplies of petroleum generally have tightened in recent months. Whether this tightening of supply will impact the Company during 2003 is uncertain. In addition, the price of natural gas, the principal fuel used in the Company’s manufacturing plants, has increased significantly thus far in 2003.

The Company has a purchasing office in Singapore to acquire natural rubber and various raw materials directly from producers in the Far East. This purchasing operation enables the Company to work directly with producers to improve the consistency of quality and to reduce the costs of materials, delivery and transactions. In addition, control over packaging methods enhances the Company’s goal of using recyclable materials in the packaging of these raw materials.

The Company’s contractual relationships with its raw material suppliers are generally based on purchase order arrangements. Certain materials are purchased pursuant to supply contracts which incorporate normal purchase order terms and establish minimum purchase amounts.

The Company is an equity investor in RubberNetwork.com LLC, which was established by a group of manufacturers in the tire and rubber industry to achieve cost savings in the procurement of raw materials and indirect materials and supplies through the application of e-business technology. The Company has realized savings in purchasing certain raw materials through the use of this procurement method.

Working Capital

The Company maintains a strong working capital position. Inventories turn regularly and accounts receivable are well managed. The Company engages in a rigorous credit analysis of its independent tire dealers and monitors their financial positions. The Company does not generally experience difficulties in collecting its accounts receivable in the Automotive segment because most of its customers are large, well-capitalized automobile manufacturers.

Research, Development and Product Improvement

The Company directs its research activities toward product development, improvements in quality, and operating efficiency. Examples of these activities are:

• The Automotive segment’s engineering and marketing personnel work closely with their customers to assist in the design and development of products to meet their changing requirements. Product development and design are important to the success of the Automotive segment and are one way in which the Company believes it differentiates itself from its competitors.

• In the Tire segment, the Company continues to actively develop new passenger and truck tires. The Company conducts extensive testing of current tire lines, as well as new concepts in tire design, construction and materials. During 2002, approximately 73 million miles of tests were performed on indoor test wheels and in monitored road tests. The Company has a tire and vehicle test track in Texas which assists the Company’s testing effects. Uniformity equipment is used to physically monitor radial passenger, light truck and medium truck tires for high standards of ride quality. The Company continues to design and develop specialized equipment to fit the precise needs of its manufacturing and quality control requirements.

Research and development expenditures for the last three years are shown below:

2000	$99.5 million
2001	$79.4 million
2002	$74.0 million

Patents, Intellectual Property and Trademarks

The Company owns and/or has licenses to use patents and intellectual property covering various aspects in the design and manufacture of its products and in processes and equipment for the manufacture of its products. While the Company believes these assets as a group are of material importance, it does not consider any one asset or group of these assets to be of such importance that the loss or expiration thereof would materially affect its business considered as a whole or the business of either of its segments.

The Company owns and uses trademarks worldwide. While the Company believes such trademarks as a group are of material importance, the trademarks the Company considers most significant to its business are those using the words “Cooper”, “Cooper-Standard”, “Mastercraft” and “Avon”. The Company believes all of its significant trademarks are valid and will have unlimited duration as long as they are adequately protected and appropriately used.

The Company has license and technology sharing agreements with Nishikawa Rubber Company, Ltd. (“Nishikawa”) for sales, marketing and engineering services on certain body sealing products sold by the Company. Under those agreements, the Company pays for services provided by Nishikawa and a royalty to Nishikawa on certain products for which Nishikawa provides design or

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development services. The segment’s joint venture with Nishikawa has additionally provided the segment with the ability to provide body sealing components to the Japanese OEMs.

Seasonal Trends

There is a year-round demand for passenger and truck replacement tires, but passenger replacement tire sales are generally strongest during the second and third quarters of the year. Winter tires are sold principally during the months of August through November. Sales to automotive customers are lowest during the months prior to model changeovers and during assembly plant shutdowns. These typically result in slower volume during July, August and December.

Environmental Matters

The Company recognizes the importance of compliance in environmental matters and has an organizational structure to supervise environmental activities, planning and programs. The Company also participates in activities concerning general industry environmental matters.

The Company’s manufacturing facilities, in common with those of the industry generally, are subject to numerous laws and regulations designed to protect the environment. In general, the Company has not experienced difficulty in complying with these requirements and believes they have not had a material adverse effect on its financial condition or the results of its operations. The Company expects additional requirements with respect to environmental matters will be imposed in the future. The Company’s 2002 expense and capital expenditures for environmental matters at its facilities were not material, nor is it expected that expenditures in 2003 for such uses will be material.

Foreign Operations

The company has manufacturing facilities located in the following foreign countries:

• Canada

• Mexico

• Brazil

• Australia

• Republic of Korea

• India

• Czech Republic

• France

• Germany

• Poland

• Spain

• United Kingdom

The experience of the Company has been that its foreign operations in Canada and Western Europe do not present materially different risks or problems from those encountered in its United States markets, although the cost and complexity of rationalizing automotive operations in certain European countries is greater than would be the case in the United States. This is due primarily to labor laws in those countries that can make reducing employment levels more time-consuming and expensive than in the United States.

The Company anticipates the risks of conducting business in less developed markets, including Brazil, Mexico, Poland and the Czech Republic, will be greater than in the United States, Canadian and Western European markets. This is because of the currency volatility, potential high interest and inflation rates, and the general political and economic stability that are associated with emerging markets.

The Company’s 2002 net sales attributable to its foreign subsidiaries, and shipments of exports from the United States, approximated $1.2 billion, or nearly 37 percent of consolidated net sales. Additional information on the Company’s foreign operations can be found in the “Business Segments” note to the financial statements.

Available Information

The Company makes available free of charge on or through its internet website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the Securities and Exchange Commission. Our Internet address is http://www.coopertire.com. The information contained on the Company’s website is not incorporated by reference in this annual report on Form 10-K and should not be considered a part of this report.

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Item 2. PROPERTIES

The Company owns its corporate headquarters facility in Findlay, OH.

The Tire segment has its headquarters at the Findlay, OH location. The segment operates eight manufacturing facilities in the United States and one manufacturing facility in the United Kingdom. Of these facilities, seven are owned and two are leased. The segment has two technical centers in Findlay, OH and one in San Antonio, TX, which are owned. There are six tire distribution centers in the United States not connected to a manufacturing facility. Four of these facilities are leased and two are owned. The segment operates distribution facilities in Germany, France, Switzerland and Italy. These facilities are all leased.

The Automotive segment has its headquarters in a leased facility in Novi, MI. The segment also has leased offices in Auburn Hills, MI and Banbury, United Kingdom. It owns offices in Auburn, IN. In the United States, the segment operates 12 manufacturing facilities, 11 of which are owned and one is leased. There are three technical centers and one distribution facility in the United States. Two of the technical centers are owned and the other technical center and the distribution center are leased.

The Automotive segment operates several international locations. In Canada, there are six manufacturing facilities and two technical centers. All of these facilities are owned. In Mexico, the segment operates three owned manufacturing facilities. The segment has two manufacturing facilities in Brazil, one is owned and the other is leased. A manufacturing facility in Australia is owned and a facility in India is leased. In Europe, the manufacturing facilities in Spain, the Czech Republic and Poland are all owned. There are two manufacturing facilities in Germany, one owned and one leased. In France, the segment owns one technical center and two manufacturing facilities. In addition, there is one leased manufacturing facility in France. In the United Kingdom, the segment has one owned technical center, two owned manufacturing facilities and one leased manufacturing facility.

The Automotive segment is involved in joint ventures in the United States, Mexico and Korea. There are three manufacturing facilities in the United States, one in Mexico and three in Korea.

The Company believes its properties have been adequately maintained, generally are in good condition, and are suitable and adequate to meet the demands of each segment’s business.

Item 3. LEGAL PROCEEDINGS

The Company is a defendant in various judicial proceedings arising in the ordinary course of business. A significant portion of these proceedings are product liability cases, in which individuals involved in vehicle accidents allege damages resulting from allegedly defective tires manufactured by the Company. Litigation of this type has increased significantly throughout the tire industry following the Firestone tire recall announced in 2000. After reviewing all of these proceedings, and taking into account all relevant factors concerning them, the Company does not believe that any liabilities resulting from these proceedings are reasonably likely to have a material adverse effect on its liquidity, financial condition or results of operations.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the last quarter of the fiscal year ended December 31, 2002.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)	Market information
	Cooper Tire & Rubber Company common stock is traded on the New York Stock Exchange under the symbol CTB. The following table sets forth, for the periods indicated, the high and low sales prices of the common stock as reported in the consolidated reporting system for the New York Stock Exchange Composite Transactions:

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Year Ended December 31, 2001	High		Low
First Quarter	$	14.24	$	10.75
Second Quarter		14.20		10.55
Third Quarter		17.43		12.69
Fourth Quarter		16.63		12.50

Year Ended December 31, 2002	High		Low
First Quarter	$	22.53	$	14.31
Second Quarter		26.10		19.50
Third Quarter		22.17		15.41
Fourth Quarter		16.85		12.25

(b)	Holders
	The number of record holders at December 31, 2002 was 4,120.
(c)	Dividends
	The Company has paid consecutive quarterly dividends on its common stock since 1973. Future dividends will depend upon the Company’s earnings, financial condition, and other factors. Additional information on the Company’s liquidity and capital resources can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations. The credit facilities, described in the “Debt” note to the financial statements, restrict the amount of retained earnings available for the payment of cash dividends and purchases of the Company’s common shares. At December 31, 2002, retained earnings of $360 million are available for these purposes. Quarterly dividends per common share for the most recent two years are as follows:

	2001		2002
March	$	0.105	$	0.105
June		0.105		0.105
September		0.105		0.105
December		0.105		0.105
	$	0.42	$	0.42

(d)	Securities authorized for issuance under equity compensation plans
	The following table provides information as of December 31, 2002 regarding the Company’s equity compensation plans, all of which have been approved by the Company’s security holders:

						Number of securities
						remaining available for
						future issuances under
		Number of securities		Weighted-average		equity compensation
		to be issued upon		exercise price of		plans (excluding
		exercise of outstanding		outstanding options		securities reflected
Plan category		options and rights		and rights		in column (a))
		(a)		(b)		(c)
Equity compensation plans approved by stockholders			4,887,151	$	16.91		5,123,345
Equity compensation plans not approved by stockholders			—		—		—
	Total		4,887,151	$	16.91		5,123,345

Additional information on equity compensation plans is contained in the “Stock-Based Compensation” note to the consolidated financial statements.

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Item 6. SELECTED FINANCIAL DATA

(Dollar amounts in thousands except for per-share amounts)

												Earnings Per Share
	Net		Operating			Income Before			Net
	Sales		Profit			Income Taxes			Income			Basic			Diluted
1997	$	1,813,005	$	208,678		$	194,792		$	122,411		$	1.55		$	1.55
1998		1,876,125		209,535			198,217			126,967			1.64			1.64
1999 (a)		2,196,343		239,080	(c)		215,497	(c)		135,474	(c)		1.79	(c)		1.79	(c)
2000 (b)		3,472,372		252,481	(d)		160,156	(d)		96,734	(d)		1.31	(d)		1.31	(d)
2001		3,154,702		106,234	(e)		29,158	(f)		18,166	(f)		0.25	(f)		0.25	(f)
2002		3,329,957		248,396	(g)		177,197	(h)		111,845	(h)		1.53	(h)		1.51	(h)

					Net Property,
	Stockholders'		Total		Plant &		Capital				Long-term
	Equity		Assets		Equipment		Expenditures		Depreciation		Debt
1997	$	833,575	$	1,495,956	$	860,448	$	107,523	$	94,464	$	205,525
1998		867,936		1,541,275		885,282		131,533		101,899		205,285
1999 (a)		975,634		2,757,645		1,227,069		149,817		120,977		1,046,463
2000 (b)		952,556		2,896,673		1,285,397		201,366		167,787		1,036,960
2001		910,240		2,764,250		1,206,074		136,287		169,479		882,134
2002		941,716		2,710,979		1,197,975		142,732		177,926		875,378

	Return On
	Beginning			Long-term					Average
	Invested			Debt To			Dividends		Common Shares		Number of
	Capital (i)			Capitalization			Per Share		(000)		Employees
1997		24.4	%		19.8	%	$	0.35		79,128		10,456
1998		20.5			19.1			0.39		77,598		10,766
1999 (a)		23.0	(j)		51.8			0.42		75,837		21,586
2000 (b)		16.3	(j)		52.1			0.42		73,585		24,704
2001		10.4	(j)		49.2			0.42		72,559		23,268
2002		12.8	(j)		48.2			0.42		73,327		23,024

(a)	Reflects the acquisition of The Standard Products Company on October 27, 1999.
(b)	Reflects the acquisition of Siebe Automotive on January 28, 2000.
(c)	Amounts have been reduced by losses at closed and sold facilities of $4,355 ($2,737 after tax, $.03 per share) and amortization of goodwill of $2,550 ($.03 per share).
(d)	Amounts have been reduced by restructuring charges of $38,699 ($24,274 after tax, $.33 per share), losses at closed and sold facilities of $19,001 ($12,100 after tax, $.17 per share) and amortization of goodwill of $15,553 ($.21 per share).
(e)	Amount has been reduced by class action costs of $72,194 ($44,977 after tax, $.62 per share), restructuring charges of $8,648 ($5,387 after tax, $.07 per share) and amortization of goodwill of $15,705 ($.22 per share).
(f)	Amounts have been reduced by class action costs of $72,194 ($44,977 after tax, $.62 per share), restructuring charges of $8,648 ($5,387 after tax, $.07 per share), increased by gains on sales of non-manufacturing assets of $8,263 ($5,148 after tax, $.07 per share) and amortization of goodwill of $15,705 ($.22 per share).
(g)	Amount has been reduced by restructuring charges of $4,565 ($2,881 after tax, $.04 per share).
(h)	Amount has been reduced by restructuring charges of $4,565 ($2,881 after tax, $.04 per share) and increased by gains on sales of non-manufacturing assets of $2,201 ($1,389 after tax, $.02 per share).
(i)	Earnings before interest and income taxes divided by long-term debt plus stockholders’ equity.
(j)	Computed prior to class action costs, restructuring charges, losses at closed and sold facilities and gains on sales of non-manufacturing assets and amortization of goodwill.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business of the Company

The Company has two reportable segments – Cooper Tire and Cooper-Standard Automotive. The Company’s reportable segments are each managed separately because they offer different products requiring different marketing and distribution strategies.

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Cooper Tire produces light vehicle, truck and motorcycle tires, and inner tubes, which are sold nationally and internationally in the replacement tire market to independent dealers, wholesale distributors, regional and national retail tire chains, and large retail chains that sell other products in addition to tires, and supplies equipment and materials to the truck tire retread industry.

Cooper-Standard Automotive produces body sealing systems, active and passive vibration control systems, and fluid handling systems, primarily for the global automotive original equipment manufacturing and replacement markets.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations presents information related to the consolidated results of operations of the Company, including the impact of restructuring costs on the Company’s results, a discussion of the past results and future outlook of each of the Company’s segments, and information concerning both the liquidity and capital resources and critical accounting policies of the Company. An important qualification regarding the “forward-looking statements” made in this discussion is then presented.

Consolidated Results of Operations

Consolidated net sales in 2002 were $3.3 billion, an increase of $100 million, or 5.6 percent, from $3.2 billion in 2001. Of this increase, $14 million was the result of favorable foreign currency translation. Net sales in 2001 were nine percent lower than the record sales level of $3.5 billion recorded in 2000, due to a significant reduction in light vehicle production in 2001, lower tire sales, due primarily to the fact that sales in 2000 benefited from the impact of the Firestone recall which took place that year, and the absence in 2001 of sales of two plastics businesses that were divested in the second quarter of 2000.

Operating profit, net income and earnings per share were $248 million, $112 million, and $1.53 ($1.51 on a diluted basis) in 2002, $106 million, $18 million and 25 cents in 2001, and $253 million, $97 million and $1.31 in 2000. Operating profit in 2002 benefited from the Company’s adoption of Statement of Financial Accounting Standard (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” the accounting pronouncement which requires that the carrying amount of goodwill and other intangible assets with indefinite lives no longer be amortized but instead be tested annually for impairment. In response to this accounting pronouncement, the Company tested for goodwill impairment, and determined that the valuation of its reporting units, based on discounted future cashflows, exceeded the values recorded on the balance sheets of the reporting units. Goodwill is tested for impairment more frequently if there is reason to believe a significant negative change in estimated future cashflows has occurred due to a specific event or set of events. The amortization of goodwill in 2001 was $15.8 million. Results in 2002 also improved due to higher sales in both the tire and automotive segments and the benefits of the restructuring and other cost reduction initiatives in the automotive segment. Reductions from 2001 of $15 million in interest expense and $6 million in products liability costs also benefited operating profit in 2002.

Operating profit in 2001 was adversely affected by a charge for a class action settlement and related defense costs of $72.2 million ($45 million after income taxes, 62 cents per share), and in 2000 by a charge for restructuring of $38.7 million ($24.3 million after income taxes, 33 cents per share) and losses at facilities that were closed or sold of $19 million ($12.1 million after tax, 17 cents per share). In addition, operating profit in 2001 was adversely affected by a $20 million increase in product liability costs (17 cents per share) over 2000. Results in 2001 were also adversely impacted by lower sales in both the tire and automotive segments than in 2000, resulting from a weakened economy. A reduction in year-over-year interest expense in 2001 of $6 million, resulting from the repayment of debt and lower interest rates, mitigated the 2001 decline in net income.

Selling, general, and administrative expenses were $237 million (7.1 percent of net sales) in 2002, $227 million (7.2 percent of net sales) in 2001, and $226 million (6.5 percent of net sales) in 2000. The increase in 2002 is largely attributable to the cost of employee incentive programs which provide for compensation based on profitability. Spending levels in 2001 and 2000 were unchanged, with the percentage increase in 2001 due almost entirely to the lower sales level.

Interest expense was $76 million in 2002, a decrease of $15 million from $91 million in 2001. This decrease reflects the impact of the repayment of debt of approximately $12 million and the impact of interest rate swaps of approximately $3 million. Interest expense decreased $6 million in 2001 from $97 million in 2000, reflecting a reduction in debt levels and lower interest rates.

Other income decreased to $4 million in 2002 from $14 million in 2001. In 2000, other income was $5 million. Gains resulting from the sale of two tire warehouses and an aircraft in 2001 were responsible for $8 million of income, while in 2002 the sale of an aircraft contributed $2 million of income. The decrease in 2002 is also partially attributable to premium costs of $3 million incurred in connection with the repurchase of portions of the Company’s public notes during 2002.

The Company’s effective income tax rate was 36.9 percent in 2002, which was lower than the 37.7 percent rate in 2001. This decrease was primarily due to the elimination of the amortization of non-deductible goodwill in accordance with SFAS No.142, which became effective January 1, 2002, and global tax planning, which was offset by increases in valuation reserves. The effective tax rate decreased in 2001 from 39.6 percent in 2000, due largely to the impact of global tax planning and the mix of earnings by entity across state and local jurisdictions.

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At December 31, 2002, the Company has future tax benefits of $72 million related to various foreign and state net operating losses and other tax credit carryforwards for which valuation reserves of $34 million have been recorded. The Company recorded valuation allowances for certain net operating loss and tax credit carryforwards because it believes it is more likely than not that such carryforwards cannot be utilized. The remaining $38 million of future tax benefits primarily result from net operating loss carryforwards incurred by the Company’s subsidiaries in the United Kingdom and France and a United States foreign tax credit carryforward. Some of these can be utilized indefinitely while others expire from 2003 through 2023. The amounts expiring in the next five years, for which no valuation allowance has been recorded, approximate $11 million. It is more likely than not the carryforwards for which no valuation allowance has been established will be realized based upon forecasted future earnings, which are anticipated to result in future taxable income, and the implementation of certain tax strategies.

The Company maintains defined benefit pension plans for most of its employees in the United States and certain of its foreign employees. The methodology used to determine the expense and the funding requirements of those plans is described in the section of this Management’s Discussion and Analysis entitled “Critical Accounting Policies – Pension and postretirement benefits.” Most of the assets of the pension plans are invested in a diversified portfolio of equity and fixed income investments. Because of the declines in the financial markets over the past three years, the plans have incurred investment losses over that period. As a result, pension expense has increased from $24 million in 2000 to $28 million in 2001 and $33 million in 2002. The increase in 2002 was $8 million lower than it would have otherwise been, because of the introduction of a lower-cost cash balance pension plan in 2002 for new salaried and non-bargained hourly employees and certain other salaried and non-bargained hourly employees who did not meet specified age and service criteria. Pension expense is expected to increase to approximately $55 million in 2003, due to the investment losses incurred in 2002, a lowering of the expected long-term investment return on domestic plan assets from 9.5 percent to 9 percent, and a lowering of the discount rate used to measure domestic pension liabilities from 7.25 percent at December 31, 2001 to 6.75 percent at December 31, 2002. Over one-half of the expected increase in 2003 is attributable to the amortization of the actuarial losses incurred by the plans in 2002, resulting primarily from the investment losses incurred in 2002.

Growth in the plans’ assets sufficient to meet the Company’s long-term pension obligations is provided by both the investment returns on assets of the plans and additional funds added to the plans by the Company. Pension funding increased to $57 million in 2002 from $42 million in 2001 and $16 million in 2000. The increase in 2002 was the result of the Company’s decisions to accelerate the timing of a funding commitment that would otherwise have been due in 2003 and to fund certain plans at the maximum amount deductible for United States income tax purposes. The increase in 2001 from 2000 reflected the Company’s inability to fund certain of its pension plans in 2000 due to the limits established for their deductibility under United States income tax regulations. The funding level of the Company’s pension plans during 2003 is anticipated to approximate $55 million.

The Company currently provides retiree medical and life insurance benefits to a significant percentage of its domestic salaried and hourly employees. Expense recorded for this item was $34 million in 2002, $29 million in 2001, and $25 million in 2000. Because of this rate of increase, the Company has determined that it is necessary to take steps to mitigate the impact of medical cost inflation. As a result, domestic salaried and non-bargained hourly employees hired on or after January 1, 2003 will not be eligible for retiree medical or life insurance coverage. In addition, the Company intends to implement increased cost sharing in 2004 in the medical coverage provided to current retirees. These changes will apply as well to current employees as they retire. As a result of these measures, expense for these benefits in 2003 is expected to remain at approximately $34 million.

The effects of inflation did not have a material effect on the results of operations of the Company in 2002, 2001, and 2000.

Restructuring

Year 2000: In 2000, the Company recognized a restructuring charge of $34 million related to decisions to close or consolidate 22 manufacturing plants and administrative facilities, downsize the workforce at those and other locations, and relocate assets and ongoing business from locations for which closure decisions had been made prior to 2000. Of this charge, almost $26 million consisted of employee separation costs, $4 million consisted of related exit costs, and an asset impairment charge of $4 million was taken, relating to long-lived assets at the locations affected by the downsizing decisions. The charge was taken in part to take advantage of the synergies available following completion of the Standard Products and Siebe acquisitions in 1999 and 2000, respectively, and, in part to a more generalized need to enhance future profitability through better utilization of existing capacity and the creation of greater operational efficiencies. During 2001, 19 facilities were closed or downsized and 801 employment reductions were made. An additional 188 employees were terminated and two more facilities were downsized in 2002. The Company also incurred additional restructuring expense of $4 million in 2000, consisting of employee separation costs at a tire production facility in the United Kingdom and the costs of relocating employees, physical assets and ongoing business from closed manufacturing facilities in Europe and the United States.

In 2001 and 2002, reversals of the charge for these initiatives of $9.7 million and $2.7 million, respectively, were recorded, due primarily to lower-than-anticipated headcount reductions in the European facilities affected by consolidation, and by severance costs that were lower than anticipated for those employees who were terminated. The restructuring initiatives associated with this charge were completed in 2002.

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The restructuring initiative positively impacted the Company’s operating profit by $31.4 million in 2002. Approximately 73 percent of the impact in 2002 benefited the Automotive segment. The positive impact of this restructuring on operating profit in 2003 is expected to be $32.1 million.

Year 2001: In 2001, the Company recognized restructuring charges of $9 million, of which $5 million related to headcount reductions at four manufacturing and administrative facilities in the Automotive segment, and $4 million was attributable to asset impairment charges related to long-lived assets in the Automotive segment. These charges were taken as part of the Automotive segment’s decision to reorganize and rationalize certain of its non-manufacturing operations to reduce overall overhead costs. A total of 333 employees were terminated as a result of these restructuring efforts. The Company completed these reductions during 2002. Additional restructuring expenses of $9 million were recorded in 2001, of which $6 million was associated with the relocation of assets from closed manufacturing facilities in the Automotive segment, and $3 million was attributable to additional employee separation costs. These amounts were offset by the reversal of $9.7 million of the charge taken in 2000.

The restructuring costs incurred in 2001 positively impacted the operating profit of the Automotive segment by $6.6 million in 2002, and is expected to have a favorable impact of $8.2 million in 2003.

Year 2002: In 2002, the Company recorded additional restructuring expenses of $8 million. Of this amount, $3 million related to the consolidation of the Company’s fluid systems manufacturing operations in Sao Paulo, Brazil to the Company’s manufacturing plant in Varginha, Brazil, the consolidation of the Company’s rubber mixing operations in Europe to its mixing facility in France, and a small consolidation of facilities in the United Kingdom. This entire amount related to headcount reductions of approximately 230 employees associated with these consolidations, and was taken because of the need to reduce ongoing costs in the Company’s international operations, where profitability has lagged due in part to overhead costs resulting from excess production capacity. The Company expects to complete these initiatives in 2003. Additional restructuring expenses of $5 million were recorded in 2002, related to asset write-downs at North American facilities in excess of the amounts established in the restructuring reserves (almost $3 million), additional severance costs (almost $1 million), and costs of transferring assets and ongoing production from closed facilities in Europe and North America (almost $2 million). These restructuring amounts were offset by the reversal of $2.7 million of the charge taken in 2002, and $.5 million of the charge taken in 2001. The reversal of a portion of the 2001 charge was due to the fact that fewer employees were terminated than had originally been anticipated. A part of the benefit of these initiatives will occur in 2003, but the full impact, approximately $1.6 million, will occur in 2004. All of the savings will benefit the Automotive segment.

Additional information related to these restructuring initiatives appears in the “Restructuring” note to the financial statements.

Tire Segment

Overview

Sales of passenger car and light truck tire replacement units in the United States market by members of the Rubber Manufacturers Association (“RMA”), which comprises virtually all of the largest tire companies in the world and includes the segment, and which accounted for over 90 percent of the total United States tire market in both 2001 and 2002, decreased by approximately three percent in 2002 from levels in 2001. In 2001, RMA member replacement unit sales decreased by approximately 4.5 percent from 2000 sales levels. Sales of replacement tire units in the United States by non-RMA members, which consist primarily of smaller manufacturers located outside the United States, increased by approximately 66 percent during 2002.

The year 2000 was a record high sales year, due largely to the well-publicized recall of certain Firestone tires. Consumer demand softened in early 2001 due primarily to a weakened United States economy and the end of the Firestone recall. This softening continued generally throughout the year, although a second recall by Ford Motor Company of certain Firestone tires in mid-2001 provided a boost to the market during that period. The Company believes that the terrorist incidents of September 11, 2001 contributed to a significant weakening of the economy during the latter part of 2001. With the exception of a rebound in the first quarter of 2002, the market remained weak during 2002.

Sales

Sales of the Tire segment were $1.8 billion in 2002, an increase of $64 million, or four percent, from $1.7 billion in 2001. Tire unit sales for 2002 were up nearly five percent from 2001. The segment significantly increased its sales volumes to the growing regional tire retail business and also reported higher sales of its proprietary, brand name tires. Despite product pricing that was higher in 2002 than in 2001, the segment’s overall dollar sales increase was slightly lower than its unit sales improvement, due principally to the sale of a large number of opening price point tires to a large retail customer.

Sales for 2001 were five percent, or $98 million, lower than the $1.8 billion recorded in 2000. Tire unit sales were down eight percent from 2000. The segment’s sales decrease resulted primarily from a significant softening in consumer demand in 2001 due to generally weak economic conditions, the abnormally high demand for certain tires generated by the Firestone recall announced in 2000, and

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increased purchases in the fourth quarter of 2000 ahead of a January 1, 2001 price increase. Improvements in pricing and product mix partially offset these factors.

Sales of the segment’s operations in North America increased by more than four percent in 2002. Most of the increase occurred during the first quarter when industry sales were strong. Sales over the last nine months of the year were essentially flat as general industry demand softened. Sales increased somewhat late in the fourth quarter following the announcement of a price increase effective January 1, 2003.

The segment’s unit sales of passenger tires increased by nearly four percent in 2002, versus a very slight industrywide sales decrease. Passenger tires account for over 80 percent of the combined passenger and light and medium truck replacement tire market. The segment was able to increase market penetration in this area in spite of a continued increase in imported, low-priced passenger tires. The segment’s unit sales of light truck replacement tires increased by more than six percent in 2002, just slightly less than the industrywide sales improvement. Significant increases in imports of light truck tires in 2002 were a major factor in preventing the segment from increasing its share of the market for those tires.

The segment’s unit sales of passenger tires declined by 11 percent in 2001 versus an industrywide sales decrease of four percent. This was partly due to the fact that the Company did not participate in the 2001 Ford recall of Firestone tire recall to the same extent as certain other manufacturers who reached agreements with Ford Motor Company regarding replacement of Firestone tires. Continued imports of low-priced passenger tires were also a factor in the decline relative to the industry. In the light truck tire portion of the market, industrywide sales declined eight percent in 2001 from 2000 while the segment’s sales of light truck tires decreased by approximately four percent.

Sales of the segment’s international operations increased by nearly $14 million, or seven percent, in 2002 from 2001, following an increase of three percent in 2001 from 2000. Almost one-half of the increase in 2002 was attributable to the foreign exchange impact of a weakened United States dollar in relation to the British pound. The remaining sales growth resulted primarily from strong winter tire sales in Europe and increased penetration of two major retail chains in Europe. Sales of the segment’s commercial products operations decreased two percent in 2002 compared to 2001. Sales of radial medium truck tires increased by 22 percent in 2002, as the segment continued to successfully focus on increasing its penetration of that market. This increase was more than offset by declines in custom rubber mixing and inner tube sales. Sales of the commercial products operations declined in 2001 from 2000 due to the loss of a large retread products customer and extreme weakness in the commercial trucking industry.

Operating Profit

Operating profit in 2002 was $137.4 million, an improvement from the $73.2 million reported in 2001. Operating margins in 2002 were 7.8 percent compared to 4.3 percent in 2001. The segment’s performance in 2001 reflects the adverse impact of the class action settlement and related defense costs of $72.2 million, or 4.2 percent in operating margin. Operating profit in 2000 was $183.9 million with an operating margin of 10.2 percent.

Operating performance in North America in 2002 was adversely impacted by several factors – 1) a less favorable product and customer mix, which impacted operating profit by $31 million, 2) inefficiencies resulting from operating the segment’s manufacturing facilities at less than full capacity as it implemented inventory reductions, which negatively affected operating profit by about $11 million, and 3) higher employee incentive-based compensation and benefit costs of approximately $8 million. The less favorable product and customer mix occurred because a greater percentage of the segment’s sales resulted from shipments of opening price point tires to lower-margin customers. Offsetting these negative factors were an increase in sales, which favorably impacted operating profit by almost $22 million, and lower raw material costs of $19 million.

Operating profit during 2001 was helped by a more favorable product mix, price increases implemented in North America during the first and third quarters, and moderation during the year in the cost of energy and certain raw materials derived from petroleum. By the end of the year, many raw materials used by the segment were priced lower than in recent years. These improvements were not sufficient to offset the impacts of lower sales, product liability provisions (which impacted the segment by $30 million in 2001, an increase of $20 million from 2000), and production curtailments which took place in response to the weak market conditions experienced during the year. The cost of these production curtailments totaled $40 million in 2001.

Outlook

The outlook for the Tire segment for 2003 is dependent on many factors, including total vehicle miles driven, which in turn is affected by factors such as general economic conditions and fuel prices. If the economy continues the gradual recovery which has occurred generally through 2002, the segment anticipates that the replacement tire market in the United States will grow in 2003. However, industry volume for the first two months of 2003 has declined significantly, which the segment believes is largely due to the negative impact of worldwide political and economic uncertainty on consumer demand. The segment cannot predict how long this weakness will continue, but is reviewing the performance of the segment over the short term and the possible impact of the weakness on the

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segment performance for the balance of the year. The segment anticipates demand will rebound once current global tensions abate as it believes pent-up demand for replacement tires is beginning to build. Any growth in the market in 2003 will reverse industrywide sales declines that occurred in both 2001 and 2002. The segment believes these declines have resulted from a combination of weak economic conditions and the impacts of the Firestone recall in 2000 and the Ford recall of Firestone tires in 2001, which caused the replacement in those years of a large number of tires that would otherwise not have been replaced until later years. As time goes by, the disruptive impact of those recalls on the market will begin to dissipate and will result in a return to a more typical replacement market. The tire industry’s leading trade association anticipates that the return to normalcy will begin to manifest itself in 2003, and the segment’s outlook for the year similarly anticipates such an occurrence.

Regardless of the extent of any growth in the replacement tire industry, the segment expects, although it cannot assure, its sales performance will outpace that of the industry as a whole, due largely to the expectation that it will continue to increase its market share with retail customers as well as increase its presence in the high-performance sector of the market, which it has targeted for future growth.

Improvements in the segment’s profitability are dependent not only on higher sales levels, which will increase capacity utilization at its facilities, but also on its ability to realize price increases. The segment announced price increases on most of its product lines, effective January 1, 2003. The combination of higher sales and higher prices are important to the segment’s profitability because of raw material costs that are expected to be higher than in 2002, increased pension and medical costs, and greater product liability insurance costs. Lower than expected sales would increase pressure on the segment’s continuing effort to reduce inventories, and could require the segment to consider temporary production curtailments which would likely have an adverse impact on profitability.

The segment’s profitability improvement in 2003 is also dependent on continuing success in its efforts to implement its ongoing supply chain management initiative and its ability to integrate lean manufacturing concepts and other cost saving efforts into all of its processes. This is important because of the continued pressure on the industry caused by the importation of competing products from China and other countries where the cost of tire production is substantially lower than in the United States. Unlike certain of its competitors, the segment does not presently maintain production facilities in such countries. The segment has an agreement under which its subsidiary in the United Kingdom purchases Chinese-produced tires, and it is considering opportunities to expand that relationship.

The segment anticipates that the relative weakness of the British pound versus the euro will allow its subsidiary in the United Kingdom to increase its sales and profitability levels over the improved levels shown in 2002. A shift to higher-margin products over the past two years paid off in improved performance in 2002 and the segment anticipates that those improvements will continue in 2003.

In the wake of the Firestone recall announced in 2000, the tire industry and the Company have experienced a significantly higher level of product liability litigation. It is likely that the cost of this litigation and the number of lawsuits brought against the Company will remain at the current high levels during 2003. In addition, while the products liability insurance program which will take effect beginning on April 1, 2003 is not yet in place, it is likely the self-insured retention contained in any replacement program will be higher, it is possible the aggregate retention limit will be eliminated, and insurance premium costs will increase. This change in insurance coverage is expected to result in significant increases in product liability costs over 2002 levels, which are likely to impact the profits of the Tire segment. The Company is exploring options, including but not limited to the formation of a captive insurance company, to mitigate the impact of these changes.

The segment will begin to be impacted in 2003 by the Transportation Recall Enhancement Accountability and Documentation Act (“TREAD Act”) which became law on November 1, 2000, and which will directly impact the tire industry. The TREAD Act and any rules promulgated under the Act are applicable to all tire manufacturers and importers of tires who sell tires in the United States, regardless of where such tires are manufactured. Pursuant to the statute, the National Highway Transportation Safety Administration (“NHTSA”), the federal agency which oversees certain aspects of the tire industry, has proposed rules relating to test standards, tire labeling, tire pressure monitoring, early warning reporting, tire recalls and record retention. Rules for certain of these issues have been finalized and others are expected to be finalized in 2003. However, petitions for reconsideration of certain of the finalized rules have been filed with NHTSA and the outcome of those petitions cannot be predicted with any certainty. The segment does not presently expect that any additional costs associated with implementing these rules will be material in 2003.

Automotive Segment

Overview

The Company’s Automotive segment provides parts to automotive OEMs throughout the world. Light vehicle production in North America increased in 2002 to 16.4 million vehicles from 15.5 million vehicles in 2001. Production in 2000 was 17.1 million vehicles, the highest level ever recorded. Production in Europe was down approximately two percent in 2002 at 19.1 million vehicles from 19.5 million vehicles in 2001. Production in 2001 was unchanged from 2000 levels. In Brazil, the vehicle build in 2002 was 1.9 million vehicles, down more than nine percent from the 2.1 million vehicle level in 2001. As in Europe, the 2001 vehicle level was unchanged from the 2000 level.

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The business environment for the automotive industry is extremely challenging at the present time. Pricing pressure on the OEMs, as evidenced by the zero percent financing and record high rebates offered throughout 2002, increased pension and other retirement-related costs, and the impact of continued global overcapacity, have reduced the overall profitability of the industry, and have caused the OEMs to continue to pursue price concessions from their suppliers.

Notwithstanding the difficulties faced by the industry, and especially by suppliers, the segment’s emphasis on continuous improvement, lean manufacturing and other cost reduction initiatives, and the completion of earlier restructuring plans allowed the segment to substantially improve its profitability in 2002. The segment will continue its sharp focus on cost containment and similar measures to assure its continued competitiveness in the automotive supply environment.

Sales

Sales for the Automotive segment were $1.6 billion in 2002, an increase of more than seven percent from $1.5 billion in 2001. Sales increases in North America of $82 million were the result of the increases in light vehicle production and the impact of net new business that has launched during the past year. These increases were partially offset by price concessions. Sales in North America were adversely impacted by approximately $5 million due to foreign currency fluctuations. In the segment’s international operations, a sales increase of $29 million was equally attributable to the impact of new business and the favorable impact of foreign currency adjustments.

Sales for the Automotive segment in 2001 were $1.5 billion, a decrease of 13 percent from $1.7 billion in 2000. Approximately 41 percent, or $90 million, of the decline is attributable to the absence of the sales of two plastics businesses that were sold during the second quarter of 2000. The remainder of the sales decrease was primarily the result of the decrease in light vehicle production in North America from the levels of 2000, and to a lesser extent, the impact of lower prices for many of the segment’s products and the discontinuance of certain programs for which the segment provided products. New business commencing in 2001 was not sufficient to offset this volume decline.

Approximately 75 percent of the segment’s sales in 2002 were in North America, 23 percent in Europe, and two percent in Brazil, Australia and India. Comparable percentages in 2001 and 2000 were approximately 74 percent in North America, 22 percent in Europe and four percent in Brazil, Australia and India. Although the segment does business with all of the world’s major automakers, approximately 79 percent of its global sales in 2002 were to Ford, DaimlerChrysler, and General Motors. In 2001 and 2000, approximately 76 percent of the segment’s sales were to these three OEMs. Nearly all of the segment’s foreign sales were of body sealing components and fluid handling systems. Approximately 30 percent of the total sales of each of these product lines were derived from foreign operations in 2002, 2001 and 2000.

Operating Profit

Operating profit in 2002 was $117.5 million, an improvement from the $39 million reported in 2001. Operating margins in 2002 were 7.4 per cent compared to 2.6 per cent in 2001. The segment’s operating profit in 2002 was favorably impacted by the absence of amortization of goodwill, which amounted to $14 million in 2001, the increase in light vehicle production from 2001, which was responsible for approximately $40 million of the improvement, the impact of the restructuring initiatives undertaken in 2000 and 2001 and, to a lesser extent, increased volume resulting from new business. In addition, the segment was able to operate its facilities more efficiently in 2002 as a result of more stable OEM production levels than was the case in 2001. The segment’s results reflect its successful efforts to overcome the adverse impacts of price concessions granted to the segment’s customers and increases in pension and medical costs.

The segment’s operating profit in 2001 declined from $69 million in 2000 to $39 million. The reduction in North American light vehicle production levels in 2001 and disruption due to restructuring activities in the segment’s manufacturing facilities, including inefficiencies resulting from the redeployment of the business of the closed Rocky Mount, North Carolina sealing production plant to two other facilities, were primarily responsible for the lower operating profits reported by the segment. Other factors were the inefficiencies created by erratic scheduling resulting from the short lead times given by the OEMs in advance of the frequent production curtailments that occurred during the year and price concessions granted in 2001.

The segment reported operating profit of $69 million in 2000, an operating margin of 4 percent. Operating profits and margins were adversely impacted in 2000 by restructuring costs of $33 million related to achieving synergies available following the acquisitions of Standard Products and Siebe, $19 million in operating losses at facilities that were closed or sold following the Standard Products acquisition and $14 million of goodwill amortization.

The segment’s business outside of North America was profitable in 2002, whereas losses were recorded in 2001. The improvement was due to more efficient operations in both the sealing and fluid systems units in Europe, as efforts to reduce the cost structure of the segment’s European operations through the restructuring initiatives implemented over the past two years favorably impacted results.

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These improvements more than offset the continued effects of weak economic conditions affecting the segment’s Brazilian operations. The segment’s business outside of North America was not profitable in 2001, due to costs associated with significant product launches in both the sealing and fluid systems units in the United Kingdom, the inefficiencies associated with the substantial restructuring that the segment has undertaken in Europe, and the effects of a weakened economy in Brazil, due largely to an energy crisis.

Outlook

Sales for the Automotive segment are expected to be approximately the same in 2003 as in 2002. An increase in volume from new business that will be launched during the year is expected to be offset by price concessions and slightly lower light vehicle production in 2003. The performance of the segment in 2003 may also differ substantially from the segment’s present expectations if light vehicle production is significantly higher or lower than is presently forecasted. The segment projected at the beginning of the year that light vehicle production in 2003 in North America, where nearly 75 percent of the segment’s sales are made, will be 16.2 million vehicles, down from 16.4 million in 2002. European and South American production levels are expected to be approximately the same in 2003 as in 2002. Given uncertainty over the prognosis for the United States and global economies in 2003, the segment is prepared to make rapid adjustments in its plans for the year if it becomes apparent that production levels will vary significantly from current predicted levels.

Several factors are expected to impact the segment in 2003. First, the segment is involved in numerous significant product launches in 2003, especially in its sealing systems operations in North America, where launches can be complex and costly. The segment’s ability to meet its profit forecasts for 2003 is dependent upon its ability to successfully implement its planned product launches. The largest of these launches is the body sealing package for the new Ford F-series truck. The launch of this vehicle, in which all of the North American divisions of the Automotive segment will participate, is expected to result in total sales on this platform of approximately $140 million by 2004, when the new truck is at full production.

Second, while not expected to be material in 2003, certain divisions of the segment are being affected by competition from imports from lower-cost production facilities, principally in Korea and China. The segment plans to meet this challenge by a combination of North American cost reductions and its own Asian sourcing.

Third, the competitive conditions in the global automotive industry continue to result in significant pressure on the segment to reduce the pricing for its products. The continued ability of the segment to maintain or improve its financial returns is dependent upon increasing its sales and reducing its costs to a level sufficient to offset the impact of price concessions.

In Europe, the segment continues to place additional business at its lower-cost facilities in Poland and the Czech Republic. Doing so is part of the segment’s plan to continue the profitability improvements manifested by the segment’s European operations in 2002. The limited number of new product launches in Europe in 2003 will allow the segment to concentrate on further restructuring and other cost reduction initiatives during the year.

In Brazil, the segment has been adversely affected by very poor economic conditions, unfavorable pricing for its products and the impact of a weak Brazilian currency. The impact of these factors has been softened by the cost savings associated with combining the segment’s sealing and fluid systems business into the segment’s plant in Varginha, Brazil, but additional business and better pricing will be required for the segment to earn an adequate return on its investment there in 2003 and beyond.

The segment has a 49 per cent equity position in Jin Young Standard, Inc. in Korea and is working closely with its Korean partner to expand Jin Young’s business with the Korean OEMs, who have increased their share of the global automobile market in recent years.

The segment has been successful in significantly improving its financial performance through increased market share and aggressive cost reduction measures. The segment expects that it will again be able to achieve significant efficiencies in 2003. The launch of significant new business beginning later in 2003 is expected to result in increased sales and operating profit in 2004 even if industry production levels remain unchanged.

Liquidity and Capital Resources

Generation and uses of cash - Net cash provided by operating activities was $341 million in 2002, $72 million higher than the $269 million generated in 2001, due primarily to a $94 million increase in net income from 2001. Net cash provided by operating activities of $269 million in 2001 was $38 million higher than the $231 million generated in 2000. This improvement was due in part to a change in the payment pattern of a significant tire customer, offset by a reduction in net income, adjusted for noncash charges, of $48 million. Changes in operating assets and liabilities resulted in the availability of $18 million in cash in 2002 compared to $36 million in 2001. In 2000, changes in operating assets and liabilities resulted in the consumption of $48 million of cash.

Net cash used in investing activities during 2002 reflects capital expenditures of $143 million, compared to $136 million in 2001 and $201 million in 2000. Capital expenditures in 2003 are expected to approximate $180 million, primarily to support new business launching in 2003 and 2004, and advances in manufacturing technology and process improvements throughout the Company’s

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operations. The Company’s capital expenditure commitments at December 31, 2002 are not material to its consolidated financial position or cash flows.

Net cash used in investing activities during 2001 includes the acquisition of certain assets of the tire retread business of The Hercules Tire & Rubber Company for $6 million and the purchase of certain assets of Siebe’s subsidiary in India. The Company sold several facilities related to restructuring initiatives and a corporate aircraft in 2002 for $12 million. Proceeds from the sales of assets in 2001 of $16 million included two tire distribution facilities and an aircraft. During 2000, the Company acquired Siebe for $223 million. In 2000, pretax proceeds from the sale of two plastics businesses acquired as part of the acquisition of Standard Products provided $110 million.

Through its financing activities in 2002 and 2001, the Company reduced its total debt by $217 million and $86 million, respectively. In 2002, the Company met scheduled debt maturities of $130 million and repurchased $97 million of its public notes. During December 2002, the Company borrowed $10 million of commercial paper notes under its credit facility with eleven banks. This short-term borrowing was repaid in January 2003. In 2001, the Company paid commercial paper borrowings of $127 million, repurchased $24 million of its public notes, met scheduled maturities of long-term debt of $15 million, and reduced its bank line borrowings. Offsetting this reduction in 2001 was the placement of $90 million of debt in Canada under a five-year note.

In 2000, the Company’s total debt increased by $129 million, due substantially to the issuance of commercial paper to fund the Siebe acquisition. This increase in debt was largely offset by proceeds received from the sale of two plastics businesses for cash of $110 million and by a purchase price adjustment related to the Siebe acquisition. The Company also used $42 million to repurchase 3,314,800 shares of its common shares in 2000.

Dividends paid on the Company’s common shares were $31 million, $30 million and $31 million in 2002, 2001 and 2000, respectively, as the Company maintained a quarterly dividend of 10.5 cents per share through the entire period.

Available credit facilities - On December 21, 2001, the Company amended and restated its revolving credit facility with a group of eight banks. Pursuant to the amendment, the ratio of income before fixed charges and income taxes to fixed charges (the “fixed charge coverage ratio”) required to be maintained by the Company under the agreement was reduced from 2.0 times to 1.5 times through September 30, 2002, 1.75 times at December 31, 2002 and 2.0 times thereafter. The amendment provided for the exclusion of certain charges in calculating the ratio. The amendment also allowed the Company to maintain a total debt to total capitalization ratio of 60 percent through December 31, 2002 and 55 percent thereafter, and permitted the exclusion of the impact of the cumulative currency translation adjustment recorded in equity from the total debt to total capitalization measurement. Further, the amendment provided that any adverse impact from any potential impairment of goodwill and other intangibles upon adoption in 2002 of SFAS No. 142, the new accounting standard for goodwill impairment, would be excluded from the calculation of both the fixed charge coverage and total debt to total capitalization ratios. The same amendments were made to the Company’s 6.55 percent notes placed with insurance companies. The Company was in compliance with these covenants at December 31, 2002. At that date, the ratio of total indebtedness to total capitalization was 48.5 percent under the definitions contained in the agreement. For the twelve months ended December 31, 2002, the fixed charge coverage ratio was 2.62 times. The Company anticipates that it will remain in compliance with these covenants in 2003, based upon its business forecast for the year.

On August 29, 2002, the Company increased its revolving credit facility from $250 million to $350 million, upon substantially the same terms and conditions as applied to the previous facility, and added three banks to the consortium that provides the facility. Of this amount, $175 million may be borrowed, repayable through a date as late as August 31, 2007. The remaining $175 million commitment expires on August 28, 2003. The Company has the option to convert any outstanding loans under the short-term commitment at that date into a one-year term loan. The Company generally renegotiates the short-term portion of its credit facility each year, and expects to do so again in 2003. The Company does not presently expect to experience difficulty in renegotiating this facility with its bank group. The credit facilities support issuance of commercial paper. At December 31, 2002, $10 million of commercial paper was outstanding. There were no borrowings under the credit facility at December 31, 2001.

In August 2001, a Canadian subsidiary of the Company entered into a $125 million loan agreement, which expires in August 2006, with Market Street Funding Corporation, an affiliated company of PNC Bank NA, which is secured by certain trade accounts receivable. These accounts receivable were not sold pursuant to this arrangement. At the time of the transaction, $90 million was advanced under the loan agreement, with a maturity date of August 2006 and interest at an average commercial paper floating rate plus a spread of .675 percent. No payments are due under this loan agreement prior to the August 2006 maturity date. At December 31, 2002, $90 million was outstanding under this agreement.

The Company established a $1.2 billion universal shelf registration in 1999 in connection with the acquisition of Standard Products. Fixed rate debt of $800 million was issued pursuant to the shelf registration in December 1999 to fund the acquisition. The remaining $400 million available under the shelf registration continues to be available at December 31, 2002. Securities that may be issued under this shelf registration include debt securities, preferred stock, fractional interests in preferred stock represented by depositary shares, common stock, and warrants to purchase debt securities, common stock or preferred stock.

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Available cash and contractual commitments - At December 31, 2002, the Company had cash of $45 million. The Company’s additional borrowing capacity through use of its credit agreement with its bank group and other bank lines at December 31, 2002 is $371 million, with another $400 million available under the shelf registration.

The Company anticipates that cash flows from operations in 2003 will be positive after the Company’s projected capital expenditures, dividend and debt reduction goals are met, even if business levels for the year are lower than presently forecast. As noted below, long-term debt repayment obligations total only $12.5 million in 2003.

In addition, the Company has its entire $350 million revolving credit facility available, and is also attempting to sell assets valued at over $20 million, consisting of closed facilities and one of its ongoing plastics parts manufacturing plants.

The Company’s cash requirements relating to contractual obligations at December 31, 2002 are summarized in the following table:

(000's)			Payments Due by Period
			Less
			Than 1		1 – 3		4 – 5		After 5
Contractual Obligations	Total		Year		Years		Years		Years
Long-Term Debt	$	874,726	$	12,500	$	—	$	90,000	$	772,226
Capital Lease Obligations		15,646		2,494		3,773		1,763		7,616
Operating Leases		107,505		13,675		21,636		18,231		53,963
Notes payable		21,956		21,956		—		—		—
Unconditional Purchase(a)		28,375		28,375		—		—		—
Total Contractual Cash Obligations	$	1,048,208	$	79,000	$	25,409	$	109,994	$	833,805

(a) Noncancellable purchase order commitments for raw materials, principally natural rubber, made in the ordinary course of business.

In addition, the Company has provided a guarantee on a loan for its joint venture with a subsidiary of Nishikawa Rubber Company, Ltd. The Company’s maximum exposure under this arrangement at December 31, 2002 was approximately $1.1 million.

Credit agency ratings - In November 2001, Moody’s Investors Service reduced the Company’s long-term debt rating from A3 to Baa2, with a stable outlook. In January 2002, Standard & Poor’s reduced the Company’s long-term corporate credit, senior unsecured debt and senior unsecured shelf registration ratings from BBB+ to BBB, with a stable outlook. These ratings are “investment grade.” Both Moody’s and Standard & Poor’s attributed the change in rating to the difficult industry conditions which they judge could prevent the Company from achieving the improvement in financial measures factored into the previous ratings. The ratings on the Company’s short-term credit and commercial paper ratings were affirmed at P-2 by Moody’s and at A-2 by Standard & Poor’s. The Company does not presently anticipate any downgrade in its credit ratings. However, if that were to occur, the Company believes it would continue to have access to the credit markets, although at higher borrowing costs than is presently the case.

New Accounting Standards

For a discussion of recent accounting pronouncements and their impact on the Company, see the “Significant Accounting Policies — Accounting pronouncements” note to the financial statements.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When more than one accounting principle, or the method of its application, is generally accepted, the Company selects the principle or method that is appropriate in its specific circumstances. The Company’s accounting policies are more fully described in the “Significant Accounting Policies” note to the financial statements. Application of these accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and on other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes that of its significant accounting policies, the following may involve a higher degree of judgment or estimation than other accounting policies.

Products liability – The Company is subject from time to time to products liability claims and lawsuits with respect to its tire products. The Company’s current policy is to conduct a quarterly evaluation of each individual products liability claim or lawsuit based on the specific facts and circumstances of each claim or lawsuit, historical trends and an assessment of the litigation environment. A

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judgment is then made, taking into account the views of counsel, past experience and other relevant factors, to determine the Company’s requirement to establish or revise an accrual for the aggregate liability. The Company’s exposure for each claim or lawsuit is limited by the coverage provided by its current products liability insurance program which will remain in effect through March 31, 2003. That program includes a relatively low per claim deductible and a cap on the total deductible on claims arising from occurrences which took place during a particular year. Legal costs are expensed as incurred. The disclosure of products liability costs in the Company’s financial statements includes the legal costs incurred in defending cases brought against the Company and accruals recorded pursuant to the forgoing policy. Products liability insurance premiums are not included as part of products liability costs, but are recorded as an insurance expense.

While the products liability insurance program which will take effect beginning on April 1, 2003 is not yet in place, it is likely the self-insured retention contained in any replacement program will be higher, it is possible the aggregate retention limit will be eliminated, and insurance premium costs will increase. This change in insurance coverage is expected to result in significant increases in product liability costs over 2002 levels, which are likely to impact the profits of the Tire segment. The Company is exploring options, including but not limited to the formation of a captive insurance company, to mitigate the impact of these changes. Such changes may also require the formulation of a different policy to account for products liability exposures. Whether a change is made, and if made, the nature of the change, cannot be determined until the new insurance program is in place.

Deferred tax assets – Deferred taxes are recognized at currently enacted tax rates for temporary differences between the financial reporting and income tax bases of assets and liabilities and operating loss and tax credit carryforwards. In assessing the realizability of deferred tax assets, the Company establishes a valuation allowance to record its deferred tax assets at an amount that is more likely than not to be realized. While future projections for taxable income and ongoing prudent and feasible tax planning strategies have been considered in assessing the need for the valuation allowance, in the event the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. At December 31, 2002, a valuation allowance of $10.3 million was recorded on purchased net operating loss carryforwards of $13.8 million and, to the extent such benefits are realized, the benefits will be recorded as an adjustment to goodwill.

At December 31, 2002, the Company has future tax benefits of $72 million related to various foreign and state net operating losses and other tax credit carryforwards for which valuation reserves of $34 million have been recorded. The Company recorded valuation allowances for certain net operating loss and tax credit carryforwards because it believes it is more likely than not that such carryforwards cannot be utilized. The remaining $38 million of future tax benefits primarily result from net operating loss carryforwards incurred by the Company’s subsidiaries in the United Kingdom and France and a United States foreign tax credit carryforward. Some of these can be utilized indefinitely while others expire from 2003 through 2023. The amounts expiring in the next five years, for which no valuation allowance has been recorded, approximate $11 million. It is more likely than not the carryforwards for which no valuation allowance has been established will be realized based upon forecasted future earnings, which are anticipated to result in future taxable income, and the implementation of certain tax strategies.

Impairment of long-lived assets – The Company’s long-lived assets include property, plant and equipment, long-term investments, goodwill and other intangible assets. If an indicator of impairment exists, the Company will compare the undiscounted cash flows generated by the business units to the carrying value of the long-lived assets. Based on current facts, the Company believes there is no impairment. The Company cannot predict the occurrence of future impairment-triggering events. Such events may include, but are not limited to, significant industry or economic trends and strategic decisions made in response to changes in the economic and competitive conditions impacting the Company’s businesses. As discussed in the notes to the financial statements, the Company assessed the impact of SFAS No. 142 at January 1, 2002 and again at December 1, 2002 and no impairment of goodwill and indefinite lived intangible assets was indicated.

Pension and postretirement benefits – The Company has recorded significant pension and other postretirement benefit liabilities which are developed from actuarial valuations, primarily for plans in the United States. Inherent in the determination of the Company’s pension liabilities are key assumptions regarding discount rates used to determine the present value of future benefits payments, expected returns on plan assets, and the rates of future compensation increases. The discount rate is also significant to the development of other postretirement benefit liabilities. The Company determines these assumptions in consultation with, and after input from, its actuaries.

The discount rate is used to determine the present value of future benefit payments and reflects the current rate at which the pension and other postretirement liabilities could be settled at the end of the year. The Company considers the prevailing interest rates on ten-year Moody’s Aa Corporate bonds when determining the discount rate. Based upon this analysis, the Company reduced the discount rate used to measure its United States pension and postretirement benefit liabilities to 6.75 percent at December 31, 2002 from 7.25 percent at December 31, 2001. The effect of this one-half percent reduction in the discount rate assumption will be increases of approximately $5 million in pension expense and approximately $1 million in other postretirement benefits expense.

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The rate of future compensation increases is used to determine the future benefits to be paid for salaried and non-bargained employees, because the amount of a participant’s pension is partially attributable to the compensation earned during his or her career. The rate reflects the Company’s expectations over time for salary and wage inflation and the impacts of promotions and incentive compensation, which is based on profitability. The Company reduced the rate of future compensation increases used to measure its United States pension liabilities to 3.75 percent at December 31, 2002 from 4.75 percent at December 31, 2001, primarily due to its outlook for the economy and the industries in which it competes. The effect of this one percent decrease in the assumption for compensation increases in 2003 will be a decrease of approximately $3 million in pension expense.

The assumed long-term rate of return on pension plan assets is applied to the market value of plan assets to derive a reduction to pension expense which approximates the expected average rate of asset investment return over ten or more years. Any shortfall in the actual return on plan assets from the expected return will increase pension expense in future years due to the amortization of the shortfall. A decrease in the expected long-term rate of return will increase pension expense. Decreases in the level of actual plan assets will also serve to increase the amount of pension expense. During 2002, the value of the Company’s plan assets declined due to the general market conditions. Based on recent and projected market and economic conditions, the Company decreased the expected long-term return on its United States plan assets to 9 percent from the 9.5 percent assumed in 2002. This assumption change will result in an increase in pension expense for 2003 of approximately $3 million.

The Company instituted per participant caps on the amounts of retiree medical benefits it will provide to future retirees at the time it adopted SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” to mitigate the impact of medical cost inflation on the Company’s retiree medical obligation. The caps do not apply to individuals who retired prior to certain specified dates. Costs in excess of these caps will be paid by plan participants. The Company believes these caps will be exceeded by the end of 2003.

During 2002, the Company announced it would implement increased cost sharing in 2004 in the retiree medical coverage provided to current retirees and also announced changes to the retiree health and life insurance benefits it provides to its domestic salaried and non-bargained hourly employees. The Company also determined such employees hired on or after January 1, 2003 are not eligible for these benefits. Subject to specific provisions contained in certain of its labor agreements, the Company has reserved the right to modify or terminate such benefits at any time.

Forward-Looking Statements

This report contains what the Company believes are “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995, regarding projections, expectations or matters which the Company anticipates may happen with respect to the future performance of the industries in which the Company operates, the economies of the United States and other countries, or the performance of the Company itself, which involve uncertainty and risk. Such “forward-looking statements” are generally, though not always, preceded by words such as “anticipates,” “expects,” “believes,” “projects,” “intends,” “plans,” “estimates,” and similar terms that connote a view to the future and are not merely recitations of historical fact. Such statements are made solely on the basis of the Company’s current views and perceptions of future events, and there can be no assurance that such statements will prove to be true. While such statements appear throughout this report, particular attention should be paid to the forward-looking statements contained in the sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations entitled “Liquidity and Capital Resources” and the “Outlook” sections for both the Tire and Automotive segments. It is possible that actual results may differ materially from those projections or expectations due to a variety of factors, including but not limited to:

• changes in economic and business conditions in the world, especially the continuation or escalation of the global tensions which currently exist,

• increased competitive activity, including the inability of the Tire segment to obtain price increases to offset higher production or material costs,

• the failure to achieve expected sales levels,

• consolidation among the Company’s competitors and customers,

• technology advancements,

• unexpected costs and charges,

• fluctuations in raw material and energy prices, including those of both crude petroleum and natural gas and the unavailability of such raw materials or energy sources,

• changes in interest and foreign exchange rates,

• increased pension expense resulting from continued poor investment performance of the Company’s pension plan assets and changes in discount rate and expected return on plan assets assumptions,

• government regulatory initiatives, including the proposed and final regulations under the TREAD Act,

• the cyclical nature and overall health of the global automotive industry, and the impact of the inability of the Company’s customers to meet their sales and production goals,

• changes in the Company’s customer relationships, including loss of particular business for competitive or other reasons,

• the impact of labor problems, including a strike brought against the Company or against one or more of its large customers,

• risks associated with new vehicle launches,

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• risks to the economy associated with external events, including those resulting from the events of September 11, 2001 and the impact on the economy of similar or related events which may occur in the future,

• litigation brought against the Company,

• an adverse change in the Company’s credit ratings, which could increase its borrowing costs and/or hamper its access to the credit markets,

• the inability of either segment to execute the cost reduction strategies outlined by each for the coming year,

• the inability to obtain or reductions in insurance coverage sufficient to cover the principal risks to the Company, and

• other unanticipated events and conditions.

It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that any such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected. The Company makes no commitment to update any forward-looking statement included herein or to disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement.

Further information covering issues that could materially affect financial performance is contained in the Company’s periodic filings with the U. S. Securities and Exchange Commission.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to fluctuations in interest rates and currency exchange rates from its financial instruments. The Company actively monitors its exposure to risk from changes in foreign currency exchange rates and interest rates. Derivative financial instruments are used to reduce the impact of these risks. See the “Significant Accounting Policies — Derivative financial instruments” and “Fair Value of Financial Instruments” notes to the financial statements for additional information.

The Company has estimated its market risk exposures using sensitivity analysis. These analyses measure the potential loss in future earnings, cash flows or fair values of market sensitive instruments resulting from a hypothetical ten percent change in interest rates or foreign currency exchange rates.

A ten percent decrease in interest rates would have adversely affected the fair value of the Company’s fixed-rate, long-term debt by approximately $46.1 million at December 31, 2002 and approximately $52.7 million at December 31, 2001. A ten percent increase in the interest rates for the Company’s floating rate long-term debt obligations would not have been material to the Company’s results of operations and cash flows.

The Company uses interest rate swap agreements to manage its exposure to interest rate risk. In October 2001, the Company entered into $100 million of interest rate swap agreements to convert a portion of its 7.75 percent fixed-rate, 2009 senior notes to a floating rate based on LIBOR. The Company’s exposure to changes in interest rates from its short-term notes payable issuances is not significant as such notes, which are not material to its financial position at December 31, 2002 and 2001, are issued at current market rates.

At December 31, 2002, the Company has derivative financial instruments that hedge foreign currency denominated intercompany loans. Gains or losses on the foreign currency denominated loans are offset by changes in the values of derivative financial instruments. To manage the volatility related to currency exchange exposures related to future sales and purchases, the Company nets the exposures on a consolidated basis to take advantage of natural offsets. For the residual portion, the Company enters into forward exchange contracts and purchased options with maturities of less than 12 months pursuant to the Company’s policies and hedging practices. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value of cash flows of the underlying exposures being hedged. The Company’s unprotected exposures to earnings and cash flow fluctuations due to changes in foreign currency exchange rates were not significant at December 31, 2002 and 2001.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31
(Dollar amounts in thousands except per-share amounts)

	2000			2001			2002
Net sales	$	3,472,372		$	3,154,702		$	3,329,957
Cost of products sold		2,939,815			2,724,692			2,839,757
Gross profit		532,557			430,010			490,200
Selling, general and administrative		225,824			227,229			237,239
Class action costs		—			72,194			—
Amortization of goodwill		15,553			15,705			—
Restructuring		38,699			8,648			4,565
Operating profit		252,481			106,234			248,396
Interest expense		97,461			90,695			75,587
Other income — net		(5,136	)		(13,619	)		(4,388	)
Income before income taxes		160,156			29,158			177,197
Provision for income taxes		63,422			10,992			65,352
Net income	$	96,734		$	18,166		$	111,845
Basic earnings per share	$	1.31		$	0.25		$	1.53
Diluted earnings per share	$	1.31		$	0.25		$	1.51

See Notes to Financial Statements, pages 27 to 44.

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CONSOLIDATED BALANCE SHEETS
December 31
(Dollar amounts in thousands except per-share amounts)

Assets				2001		2002
Current assets:
	Cash and cash equivalents			$	71,835	$	44,748
	Accounts receivable, less allowances of $13,159 in 2001 and $14,319 in 2002				497,180		460,879
	Inventories:
		Finished goods			207,484		181,219
		Work in process			32,838		33,457
		Raw materials and supplies			66,156		65,965
					306,478		280,641
Prepaid expenses, deferred income taxes and assets held for sale					76,604		73,030
			Total current assets		952,097		859,298
Property, plant and equipment:
	Land and land improvements				47,713		51,618
	Buildings				393,065		418,727
	Machinery and equipment				1,636,773		1,718,444
	Molds, cores and rings				156,209		154,282
					2,233,760		2,343,071
	Less accumulated depreciation and amortization				1,027,686		1,145,096
			Net property, plant and equipment		1,206,074		1,197,975
Goodwill					427,895		427,895
Intangibles, net of accumulated amortization of $14,698 in 2001 and $18,472 in 2002, and other assets					178,184		225,811
				$	2,764,250	$	2,710,979

See Notes to Financial Statements, pages 27 to 44.

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December 31

Liabilities and Stockholders' Equity			2001			2002
Current liabilities:
	Notes payable		$	15,875		$	21,956
	Accounts payable			191,802			206,638
	Accrued liabilities			222,503			189,662
	Income taxes			564			96
	Current portion of long-term debt			217,161			14,994
		Total current liabilities		647,905			433,346
Long-term debt				882,134			875,378
Postretirement benefits other than pensions				197,757			205,630
Other long-term liabilities				106,202			241,137
Deferred income taxes				20,012			13,772
Stockholders’ equity:
	Preferred stock, $1 per share par value; 5,000,000 shares			—			—
	authorized; none issued
	Common stock, $1 per share par value; 300,000,000 shares authorized; (83,903,845 in 2001) 84,861,511 shares issued in 2002			83,904			84,862
	Capital in excess of par value			4,658			18,981
	Retained earnings			1,103,080			1,184,115
	Cumulative other comprehensive loss			(84,390	)		(149,230	)
				1,107,252			1,138,728
	Less: 11,303,900 shares in treasury at cost in 2001 and 2002			(197,012	)		(197,012	)
Total stockholders’ equity				910,240			941,716
			$	2,764,250		$	2,710,979

See Notes to Financial Statements, pages 27 to 44.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollar amounts in thousands except per-share amounts)

									Cumulative
		Common		Capital In					Other			Common
		Stock		Excess of		Retained			Comprehensive			Shares in
		$1 Par Value		Par Value		Earnings			Income (Loss)			Treasury			Total
Balance at January 1, 2000		$	83,799	$	3,538	$	1,049,599		$	(6,053	)	$	(155,249	)	$	975,634
Net income							96,734									96,734
Other comprehensive income:
	Minimum pension liability adjustment, net of $9,703 tax effect									(15,556	)					(15,556	)
	Currency translation adjustment									(32,033	)					(32,033	)
Comprehensive income																49,145
Purchase of treasury shares													(41,772	)		(41,772	)
Stock compensation plans			49		444											493
Cash dividends — $.42 per share							(30,944	)								(30,944	)
Balance at December 31, 2000			83,848		3,982		1,115,389			(53,642	)		(197,021	)		952,556
Net income							18,166									18,166
Other comprehensive loss:
	Minimum pension liability adjustment, net of $13,179 tax effect									(21,636	)					(21,636	)
	Currency translation adjustment									(9,573	)					(9,573	)
	Unrealized gain on marketable securities and change in fair value of derivatives, net of $285 tax effect									461						461
Comprehensive loss																(12,582	)
Purchase of treasury shares
Stock compensation plans			56		676								9			741
Cash dividends — $.42 per share							(30,475	)								(30,475	)
Balance at December 31, 2001			83,904		4,658		1,103,080			(84,390	)		(197,012	)		910,240
Net income							111,845									111,845
Other comprehensive income:
	Minimum pension liability adjustment, net of $42,739 tax effect									(76,268	)					(76,268	)
	Currency translation adjustment									13,359						13,359
	Unrealized gain on marketable securities and change in fair value of derivatives, net of $1,195 tax effect									(1,931	)					(1,931	)
Comprehensive income																47,005
Stock compensation plans			958		14,323											15,281
Cash dividends — $.42 per share							(30,810	)								(30,810	)
Balance at December 31, 2002		$	84,862	$	18,981	$	1,184,115		$	(149,230	)	$	(197,012	)	$	941,716

See Notes to Financial Statements, pages 27 to 44.

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CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31
(Dollar amounts in thousands)

				2000			2001			2002
Operating activities:
	Net income			$	96,734		$	18,166		$	111,845
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation			167,787			169,479			177,926
		Amortization of goodwill and intangibles			20,994			20,808			4,959
		Deferred income taxes			(4,876	)		(22,148	)		33,221
		Class action settlement agreement, less payments			—			46,454			—
	Changes in operating assets and liabilities, net of effects of businesses acquired and sold:
		Accounts receivable			(28,954	)		83,314			28,909
		Inventories			(19,375	)		(9,077	)		32,482
		Prepaid expenses, deferred income taxes and assets held for sale			(9,404	)		2,500			(3,569	)
		Accounts payable			(19,763	)		5,720			12,539
		Accrued liabilities			6,169			(38,852	)		(22,822	)
		Other non-current items			21,937			(7,216	)		(34,814	)
			Net cash provided by operating activities		231,249			269,148			340,676
Investing activities:
	Property, plant and equipment				(201,366	)		(136,287	)		(142,732	)
	Acquisition of businesses, net of cash acquired				(222,755	)		(7,239	)		(721	)
	Proceeds from sale of businesses				109,990			—			—
	Proceeds from the sale of assets				2,136			15,828			12,443
Net cash used in investing activities					(311,995	)		(127,698	)		(131,010	)
Financing activities:
	Issuance of debt				322,669			188,159			59,647
	Payment on debt				(194,207	)		(273,840	)		(276,376	)
	Purchase of treasury shares				(41,772	)		—			—
	Payment of dividends				(30,944	)		(30,475	)		(30,810	)
	Issuance of common shares				493			735			12,940
Net cash provided by (used in) financing activities					56,239			(115,421	)		(234,599	)
Effects of exchange rate changes on cash					(825	)		11			(2,154	)
Changes in cash and cash equivalents					(25,332	)		26,040			(27,087	)
Cash and cash equivalents at beginning of year					71,127			45,795			71,835
Cash and cash equivalents at end of year				$	45,795		$	71,835		$	44,748

See Notes to Financial Statements, pages 27 to 44.

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Notes to Financial Statements

(Dollar amounts in thousands except per-share amounts)

Significant Accounting Policies

     Principles of consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries. Acquired businesses are included in the consolidated financial statements from the dates of acquisition. All material intercompany accounts and transactions have been eliminated.

     The equity method of accounting is followed for investments in 20 percent to 50 percent owned companies. The cost method is followed in those situations where the Company’s ownership is less than 20 percent and the Company does not have the ability to exercise significant influence over the affiliate.

     The Company’s investment in Nishikawa Standard Company (“NISCO”), a 50 percent owned joint venture in the United States, is accounted for under the equity method. The Company’s investment in NISCO at December 31, 2001 and 2002 was $26,708 and $29,086, respectively, and is included in Intangibles and other assets in the accompanying Consolidated Balance Sheets.

     Cash and cash equivalents - The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

     Allowance for doubtful accounts – The allowance for doubtful accounts is established through charges to the provision for bad debts. The Company evaluates the adequacy of the allowance for doubtful accounts on a periodic basis. The evaluation includes historical trends in collections and write-offs, management’s judgement of the probability of collecting accounts and management’s evaluation of business risk. This evaluation is inherently subjective, as it requires estimates that are susceptible to revision as more information becomes available. Accounts are determined to be uncollectible when the debt is deemed to be worthless or only recoverable in part, and are written off at that time through a charge against the allowance for doubtful accounts.

     Inventories – Inventories are valued at cost, which is not in excess of market. Inventory costs have been determined by the last-in, first-out (LIFO) method for substantially all domestic inventories. Costs of other inventories have been determined principally by the first-in, first-out (FIFO) method.

     Pre-production costs related to long-term supply arrangements — Design and development costs for molds, dies, and other tools owned by the Company to produce products under long-term supply arrangements are recorded at cost in property, plant, and equipment and amortized over the lesser of three years or the term of the related supply agreement. Amounts capitalized were $5,596 and $5,299 at December 31, 2001 and 2002, respectively. Costs incurred during the engineering and design phase of customer-owned tooling projects are expensed as incurred. If a contractual arrangement for reimbursement by the customer exists, development costs for tools to be owned by the customer are recorded in Intangibles and other assets. Reimbursable tooling costs included in Intangibles and other assets were $17,837 and $21,135 at December 31, 2001 and 2002, respectively. Upon completion and acceptance of customer-owned tooling, reimbursable costs are recorded as accounts receivable. At December 31, 2001 and 2002, respectively, $4,566 and $2,738 were included in accounts receivable for customer-owned tooling.

     Long-lived assets - Property, plant and equipment are recorded at cost and depreciated or amortized using the straight-line or accelerated methods over the following expected useful lives:

Buildings and improvements	15 to 50 years
Machinery and equipment	5 to 14 years
Furniture and fixtures	5 to 10 years
Molds, cores and rings	4 to 10 years

Intangibles with definite lives include trademarks, technology and intellectual property which are amortized over their useful lives which range from 5 years to 30 years. The Company evaluates the recoverability of long-lived assets based on undiscounted projected cash flows excluding interest and taxes when any impairment is indicated.

     Earnings per common share – Net income per share is computed on the basis of the weighted average number of common shares outstanding each year. Diluted earnings per share includes the dilutive effect of stock options and other stock units. The following table sets forth the computation of basic and diluted earnings per share:

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(Number of shares in thousands)	2000		2001		2002
Numerator for basic and diluted earnings per share — net income available to common stockholders	$	96,734	$	18,166	$	111,845
Denominator for basic earnings per share — weighted-average shares outstanding		73,585		72,559		73,312
Effect of dilutive securities — stock options and other stock units		68		179		712
Denominator for diluted earnings per share — adjusted weighted-average shares outstanding		73,653		72,738		74,024
Basic earnings per share	$	1.31	$	0.25	$	1.53
Diluted earnings per share	$	1.31	$	0.25	$	1.51

Options to purchase shares of the Company’s common stock that were not included in the computation of diluted earnings per share, because the option’s exercise prices were greater than the average market price of the common shares, were 2,872 in 2000, 1,195 in 2001 and 2,336 in 2002. These options could be dilutive in the future depending on the performance of the Company’s stock.

     Derivative financial instruments – Derivative financial instruments are utilized by the Company to reduce foreign currency exchange and interest rate risks. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company does not enter into financial instruments for trading or speculative purposes.

     Interest rate swaps are used to convert portions of the Company’s fixed rate debt to floating interest rates based on the Company’s desire to maintain a debt portfolio of fixed and variable rate debt within defined parameters. The interest rate swaps meet the criteria for and are designated as fair value hedges. Accordingly, changes in the fair value of the derivative instruments are offset by changes in the carrying value of the hedged debt.

     The Company uses foreign currency forward contracts as hedges of the fair value of certain non-U.S. dollar denominated asset and liability positions, primarily intercompany loans. Gains and losses resulting from the impact of currency exchange rate movements on these forward contracts are recognized in Other income-net in the period in which the exchange rates change and offset the foreign currency gains and losses on the underlying exposure being hedged.

     Foreign currency forward contracts are also used to hedge variable cash flows associated with forecasted sales and purchases denominated in currencies that are not the functional currency of certain entities. These forward contracts meet the criteria for and have been designated as cash flow hedges. Accordingly, unrealized gains and losses are recorded as a separate component of Cumulative other comprehensive loss and reclassified into earnings as the hedged transaction affects earnings.

     The Company’s hedges are designed to be highly effective at inception. The effectiveness of the hedge is measured by an historical and probable future high correlation of changes in the fair value of the hedging instruments with changes in value of the hedged item. If correlation ceases to exist, hedge accounting will be terminated and gains or losses recorded in other income. To date, high correlation has always been achieved. Any hedge ineffectiveness is recorded in earnings at the time the ineffectiveness occurs.

     Income taxes — Income tax expense is based on reported earnings before income taxes in accordance with the tax rules and regulations of the various taxing jurisdictions where the Company’s income is earned. The income tax rates imposed by these taxing jurisdictions vary substantially. Taxable income may differ from income before income taxes for financial accounting purposes. To the extent that differences are due to revenue or expense items reported in one period for tax purposes and in another period for financial accounting purposes, an appropriate provision for deferred income taxes is made using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recognized if it is anticipated that some or all of a deferred tax asset may not be realized. Deferred income taxes are not recorded on undistributed earnings of international affiliates based on the Company’s intention that these earnings will continue to be reinvested.

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     Products liability — The Company accrues costs for products liability at the time a loss is probable and the amount of loss can be estimated. Each individual products liability claim or lawsuit is evaluated based on the specific facts and circumstances of each claim or lawsuit, historical trends and an assessment of the litigation environment. A judgment is then made to determine the Company’s requirement to establish or revise an accrual for the aggregate liability. The Company’s exposure for each claim or lawsuit is limited by the coverage provided by its current products liability insurance program. That program includes a relatively low per claim deductible and a cap on the total deductible on claims arising from occurrences which took place during a particular year. Legal costs are expensed as incurred.

     Advertising expense – Expenses incurred for advertising include production and media and are generally expensed when incurred. Dealer-earned cooperative advertising expense is recorded when earned. Advertising expense for 2000, 2001 and 2002 was $38,721, $38,088 and $36,723, respectively.

     Stock-based compensation - The Company accounts for employee stock option plans in accordance with Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123, “Accounting for Stock-Based Compensation” requires, if APB Opinion No. 25 is followed, disclosure of pro forma information regarding net income and earnings per share determined as if the Company accounted for its employee stock options under the fair value method. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

	2002			2001			2002
Risk-free interest rate		6.8	%		4.9	%		3.0	%
Dividend yield		1.6	%		2.3	%		2.8	%
Expected volatility of the Company’s common stock		0.245			0.269			0.330
Expected life in years		5.6			5.5			4.3

     The weighted-average fair value of options granted in 2000, 2001 and 2002 was $3.93, $3.52 and $3.35, respectively. For purposes of pro forma disclosures, the estimated fair value of options is amortized to expense over the options’ vesting period. The Company’s reported and pro forma financial results are as follows:

		2000			2001			2002
Net income, as reported		$	96,734		$	18,166		$	111,845
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects			(5,220	)		(5,071	)		(3,409	)
Pro forma net income		$	91,514		$	13,095		$	108,436
Basic earnings per share:
	Reported	$	1.31		$	0.25		$	1.53
	Pro forma		1.24			0.18			1.48
Diluted earnings per share:
	Reported	$	1.31		$	0.25		$	1.51
	Pro forma		1.24			0.18			1.46

     Warranties – The Tire segment provides for the estimated cost of product warranties at the time revenue is recognized based primarily on historical return rates. If return rates differ materially from these historical rates, revisions to the estimated warranty liability would be required. The liability includes both the normal warranty and the enhanced warranty offered under the terms of the class action settlement. The following table details the activity in the Tire segment’s product warranty liabilities during 2002:

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Reserve at January 1, 2002	$	23,263
Additions		6,565
Payments		(6,597	)
Reserve at December 31, 2002	$	23,231

     Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts of (1) revenues and expenses during the reporting period, and (2) assets and liabilities, as well as disclosure of contingent assets and liabilities, at the date of the financial statements. Actual results could differ from those estimates.

     Revenue recognition - Revenues are recognized when title to the product passes to customers. Shipping and handling costs are generally recorded in cost of sales.

     Research and development - Costs are charged to expense as incurred and amounted to approximately $99,500, $79,407 and $74,037 in 2000, 2001 and 2002, respectively.

     Accounting pronouncements – Effective January 1, 2002, the Company adopted SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” Purchased goodwill and indefinite-lived intangible assets were no longer amortized as of that date, but will be tested for impairment annually. The Company also reevaluated its intangible assets and determined that any changes in their useful lives were not material to the results of its operations. A trademark was determined to have an indefinite life and has a carrying value of $13,192. At December 31, 2002, unamortized goodwill was approximately $428,000 (Tire segment $45,000 and Automotive segment $383,000). Pursuant to SFAS No. 142, the Company completed its initial test for goodwill impairment as of January 1, 2002 and no impairment was indicated. During the fourth quarter of 2002, the Company completed its annual test for goodwill impairment and no impairment was indicated at that time. The following table reflects the consolidated results as though the adoption of SFAS No. 142 occurred as of January 1, 2000:

		2000		2001		2002
Net Income:
	Reported	$	96,734	$	18,166	$	111,845
	Goodwill amortization		15,553		15,705		—
	Adjusted	$	112,287	$	33,871	$	111,845
Basic earnings per share:
	Reported	$	1.31	$	0.25	$	1.53
	Goodwill amortization		0.21		0.22		—
	Adjusted	$	1.52	$	0.47	$	1.53
Diluted earnings per share:
	Reported	$	1.31	$	0.25	$	1.51
	Goodwill amortization		0.21		0.22		—
	Adjusted	$	1.52	$	0.47	$	1.51

On January 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. There was no material effect on the Company’s consolidated results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS No. 146 requires that costs associated with an exit or disposal activity be recognized when the liability is incurred rather than when a company commits to such an activity and also establishes fair value as the objective for initial measurement of the liability. The pronouncement becomes effective for fiscal years beginning after

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December 15, 2002, with earlier adoption encouraged. The Company will, at the effective date, recognize restructuring costs in accordance with the pronouncement.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” This Statement addresses the transition methods for entities that adopt the fair value method of accounting for stock-based employee compensation. This Statement also improves the prominence and clarity of the pro forma disclosures required by SFAS No. 123 by prescribing a specific tabular format and by requiring disclosure in the Significant Accounting Policies note to the financial statements. In addition, this Statement improves the timeliness of these disclosures by requiring their inclusion in financial reports for interim periods. The Company adopted the disclosure requirements of SFAS No. 148 in December 2002, the effective date of the Standard.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This interpretation will significantly change current practices in the accounting for and disclosure of guarantees. Guarantees meeting the characteristics described in the Interpretation are required to be initially recorded at fair value, which is different from the general practice of recording a liability only when a loss is probable and reasonably estimable. The Interpretation’s initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Interpretation also requires a guarantor to make significant new disclosures for virtually all guarantees even if the likelihood of the guarantor’s having to make payments under the guarantee is remote. The Interpretation’s disclosure requirements are effective for this year’s financial statements. The Company included appropriate disclosures in the “Warranties” section of the “Significant Accounting Policies” note and in the “Debt” note to the financial statements.

Acquisitions

     On January 28, 2000 the Company acquired Siebe Automotive, the automotive fluid handling division of Invensys plc for $222,755.

     During 2001 the Company completed the purchase of certain assets of Siebe’s subsidiary in India and acquired certain assets of the tire retread business of The Hercules Tire & Rubber Company. In July 2002, the Company acquired certain assets of the retread business of Teknor Apex Company, a manufacturer of rubber-based products.

     The asset acquisitions in 2000, 2001and 2002 do not meet the thresholds for a significant acquisition and therefore no pro forma financial information is presented.

Divestitures and Assets Held for Sale

     The Company is continuing its efforts to sell certain facilities in North America and Europe as part of its restructuring efforts within the Automotive segment. At December 31, 2001 assets of $30,300 were classified as assets held for sale on the Balance Sheet in Prepaid expenses, deferred income taxes and assets held for sale. During 2002 assets of $3,300 were sold and assets of $2,100 were written down to fair value. The remaining assets of $24,900 no longer meet the criteria of assets held for sale and these assets were reclassified to the appropriate categories on the balance sheet. When the assets were reclassified, the Company recorded $1,082 of retroactive depreciation expense.

Restructuring

     In connection with the 1999 acquisition of Standard Products, the Company had recorded an accrual for employee separation and other exit costs relating to a plan for the reorganization and closing of certain manufacturing facilities in Europe and the closure of its automotive sealing plant in Kittanning, Pennsylvania. At June 30, 2002, these initiatives had been completed and the reserve was reduced to zero. The following table summarizes the activity related to these restructuring accruals:

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	Employee			Other
	Separation			Exit
	Costs			Costs			Total
Accrual at January 1, 2001	$	2,100		$	2,800		$	4,900
Cash payments		(1,100	)		(2,800	)		(3,900	)
Accrual at December 31, 2001		1,000			—			1,000
Cash payments		(140	)		(260	)		(400	)
Adjustment to reserve		(860	)		260			(600	)
Accrual at December 31, 2002	$	—		$	—		$	—

     During the fourth quarter of 2000, the Company approved a comprehensive restructuring plan to significantly improve efficiencies and reduce costs throughout its worldwide operations. As a result of this restructuring plan, the Company recorded a pre-tax charge of $34,300, consisting of $25,700 in employee separation costs, $4,100 in other related exit costs and $4,500 in asset impairments. The restructuring plan was to affect 22 manufacturing and administrative operations and reduce headcounts by approximately 1,100 employees. During 2001, 19 facilities were closed or downsized and 801 employees were terminated. Also in 2001, the Company recognized a $9,700 reversal of charges recorded for this initiative, primarily from lower than expected employee severance costs principally associated with the European initiatives. During 2002, 188 employees were terminated and two other facilities were downsized. At December 31, 2002, these initiatives were deemed to be completed and the reserve was reduced to zero. The Company recognized a $2,700 reversal of charges recorded for this initiative, due primarily to lower than expected severance costs associated with the European initiatives and the termination of fewer employees than expected. The following table summarizes the activity related to the restructuring charge recorded in 2000:

	Employee			Other
	Separation			Exit			Asset
	Costs			Costs			Impairments			Total
Accrual at January 1, 2001	$	24,900		$	4,100		$	—		$	29,000
Cash payments		(8,400	)		(600	)		—			(9,000	)
Adjustment to reserve		(7,600	)		(2,100	)		—			(9,700	)
Accrual at December 31, 2001		8,900			1,400			—			10,300
Cash payments		(5,000	)		(1,500	)		—			(6,500	)
Adjustment of assets held for sale to fair value		—			—			(1,100	)		(1,100	)
Adjustment to reserve		(3,900	)		100			1,100			(2,700	)
Accrual at December 31, 2002	$	—		$	—		$	—		$	—

     Also included in restructuring costs in the 2000 Consolidated Statement of Income is $4,400 of employee separation costs at a tire production facility in the United Kingdom, employee relocation costs at an administrative site in North America and asset relocation and re-launch costs associated with the closing or consolidation of the Kittanning and European manufacturing facilities.

     During the fourth quarter of 2001, the Company approved a restructuring plan to improve efficiencies and reduce costs in its North American operations. As a result of this restructuring plan, the Company recorded a pre-tax charge of $9,100, consisting of $4,600 in employee separation costs, $600 in other related exit costs and $3,900 in asset impairments. This restructuring plan principally affected four manufacturing and administrative facilities and was to reduce headcounts by approximately 385 employees. The Company targeted the fourth quarter of 2002 for completion of the plan. At December 31, 2002 these initiatives had been completed and the reserve has been reduced to zero. A total of 333 employees were terminated. The following table summarizes the activity related to the restructuring charge recorded in 2001:

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	Employee			Other
	Separation			Exit			Asset
	Costs			Costs			Impairments			Total
Original accrual	$	4,600		$	600		$	3,900		$	9,100
Write-off and write-down of assets to fair market value		—			—			(3,900	)		(3,900	)
Cash payments		(600	)		—			—			(600	)
Accrual at December 31, 2001		4,000			600			—			4,600
Adjustment of assets held for sale to fair value		—			—			(1,000	)		(1,000	)
Cash payments		(2,400	)		(700	)		—			(3,100	)
Adjustment to reserve		(1,600	)		100			1,000			(500	)
Accrual at December 31, 2002	$	—		$	—		$	—		$	—

     Also included in restructuring costs in the 2001 Consolidated Statement of Income is $1,800 of employee separation costs not associated with the above initiatives, $1,000 in non-accruable employee costs, $5,600 in costs associated with asset relocation and re-launch costs associated with the closing or consolidation of the Kittanning, Rocky Mount and European manufacturing facilities and $848 in other exit costs.

     During the fourth quarter of 2002, the Company approved a restructuring plan to improve efficiencies in its international operations. The plan includes the relocation of a mixing facility to France and the consolidation of facilities in the United Kingdom and Brazil. As a result of this restructuring plan, the Company recorded a pre-tax charge of $2,700 consisting entirely of employee separation costs. No amounts were paid in 2002. This plan will reduce headcounts by approximately 230 employees. The Company has targeted the third quarter of 2003 for completion of these initiatives.

     Also included in restructuring costs in the 2002 Consolidated Statement of Income is $2,600 of asset write-downs at North American facilities in excess of amount established in the restructuring reserves, $700 in severance costs in excess of amounts reserved and $1,800 in production transfer costs in both Europe and North America.

Inventories

Under the LIFO method, inventories have been reduced by approximately $46,565 and $52,336 at December 31, 2001 and 2002, respectively, from current cost which would be reported under the first-in, first-out method. Approximately 77 percent and 67 percent of the Company’s inventories have been valued under the LIFO method at December 31, 2001 and 2002, respectively.

Debt

On August 29, 2002, the Company increased its revolving credit facility with a consortium of eleven banks (“the Agreement”) from $250,000 to $350,000, upon substantially the same terms and conditions as applied to the previous facility. The Agreement, as amended, provides up to $175,000 in credit facilities until August 31, 2007 and an additional $175,000 in credit facilities until August 28, 2003. The Company has the option to convert any outstanding loans under the short-term commitment into a one-year term loan. The loans may be denominated in either U.S. Dollars or certain other currencies based upon Eurodollar interest rates or the agent bank’s base rate. In addition, the terms of the Agreement permit the Company to request bid rate loans from banks participating in the Agreement. Borrowings under the Agreement bear a margin linked to the Company’s long-term credit ratings from Moody’s and Standard & Poor’s. There are no compensating balances required and the facility fees are not material. The credit facilities also support issuance of commercial paper. There were no borrowings under the revolving credit facilities, and $9,900 of commercial paper, included in Notes payable on the Consolidated Balance Sheet, was outstanding at December 31, 2002.

In August 2001 a Canadian subsidiary of the Company entered into a $125,000 loan agreement with Market Street Funding Corporation, an affiliated company of PNC Bank NA, which is secured by certain trade accounts receivable. At that time, $90,000 was advanced under the loan agreement with a maturity date of August 2006. Interest on the loan is at a floating rate, based on the average commercial paper rates of Market Street Funding Corporation.

- 33 -

The 6.55 percent notes are placed directly with three insurance companies and are unsecured. The final principal payment of $12,500 is required in December 2003.

In October 2001 the Company entered into $100,000 of interest rate swap contracts with Bank of America to convert a portion of its 7.75 percent fixed rate, 2009 Senior Notes to a floating, LIBOR+2.5 percent rate basis. At December 31, 2002 the carrying value of the 7.75 percent notes has increased by the fair value of the related interest rate swap of $7,300. The net amounts paid or received from these interest rate swap contracts are recorded as an offset to interest expense.

The Company has provided a guarantee on a loan for its joint venture with Nishikawa Rubber Company. The Company’s maximum exposure under this arrangement at December 31, 2002 was approximately $1,100.

The following table summarizes the long-term debt of the Company at December 31, 2001 and 2002:

	2001		2002
7.25% unsecured notes, aggregate principal payment due December 2002	$	201,335	$	—
7.75% unsecured notes, aggregate principal payment due December 2009		345,154		357,326
8% unsecured notes, aggregate principal payment due December 2019		225,000		225,000
7.63% unsecured notes, aggregate principal payment due March 2027		200,000		189,900
6.55% unsecured notes due 2002 through 2003		25,000		12,500
Canadian floating rate note due 2006		90,000		90,000
Capitalized leases and other		12,806		15,646
		1,099,295		890,372
Less current maturities		217,161		14,994
	$	882,134	$	875,378

The maturities of long-term debt through 2007 are as follows:

2003	$	14,994
2004		2,515
2005		1,258
2006		90,838
2007		925

The Company’s debt agreements require it to maintain, among other things, certain financial ratios. Retained earnings of $360,218 at December 31, 2002 are available for the payment of cash dividends and purchases of the Company’s common shares.

The Company and its subsidiaries also have, from various banking sources, approximately $41,900 of available short-term lines of credit of which $10,300, included in Notes payable on the Consolidated Balance Sheet, is outstanding at December 31, 2002, at rates of interest approximating euro-based interest rates. The amounts available and outstanding vary based on exchange rates as borrowings may be in currencies other than the United States dollar.

The weighted average interest rate of short-term notes payable at December 31, 2001 and 2002 was 5.5 percent and 3.4 percent, respectively.

Interest paid on debt during 2000, 2001 and 2002 was $97,177, $90,474 and $82,334, respectively. The amount of interest capitalized was $1,022, $503 and $418 during 2000, 2001 and 2002, respectively.

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Fair Value of Financial Instruments

The fair value of the Company’s debt is computed using discounted cash flow analyses based on the Company’s estimated current incremental borrowing rates. The carrying amounts and fair values of the Company’s financial instruments as of December 31 are as follows:

	2001						2002
	Carrying			Fair			Carrying			Fair
	Amount			Value			Amount			Value
Cash and cash equivalents	$	71,835		$	71,835		$	44,748		$	44,748
Notes payable		(15,875	)		(15,875	)		(21,956	)		(21,956	)
Current portion of long-term debt		(217,161	)		(223,061	)		(14,994	)		(15,394	)
Long-term debt		(882,134	)		(856,934	)		(875,378	)		(975,078	)
Derivative financial instruments		(2,053	)		(2,053	)		6,911			6,911

The derivative financial instruments include fair value and cash flow hedges of foreign currency exposures and fair value hedges of fixed rate debt. Exchange rate fluctuations on the foreign currency-denominated intercompany loans and obligations are offset by the change in values of the fair value foreign currency hedges. The Company presently hedges exposures in the Euro, Canadian dollar and the British pound sterling generally for transactions expected to occur within the next 12 months. The notional amount of these foreign currency derivative instruments at December 31, 2001 and 2002 was $253,000 and $243,000, respectively. The counterparties to each of these agreements are major commercial banks. Management believes that the probability of losses related to credit risk on investments classified as cash and cash equivalents is remote.

Preferred Stock Purchase Rights

Each stockholder is entitled to the right to purchase 1/100th of a newly-issued share of Series A preferred stock of the Company, for each common share owned, at an exercise price of $135. The rights will be exercisable only if a person or group (i) acquires beneficial ownership of 15 percent or more of the Company’s outstanding common stock (Acquiring Person), or (ii) subject to extension of the date by the Board of Directors of the Company, commences a tender or exchange offer which upon consummation would result in such person or group beneficially owning 15 percent or more of the Company’s outstanding common stock (ten days following the date of announcement of (i) above, the Stock Acquisition Date).

     If any person becomes an Acquiring Person, or if an Acquiring Person engages in certain self-dealing transactions or a merger transaction in which the Company is the surviving corporation and its common stock remains outstanding, or an event occurs which results in such Acquiring Person’s ownership interest being increased by more than one percent, then each right not owned by such Acquiring Person or certain related parties will entitle its holder to purchase a number of shares of the Company’s Series A preferred stock (or in certain circumstances, Company common stock, cash, property, or other securities of the Company) having a value equal to twice the then current exercise price of the right. In addition, if, following the Stock Acquisition Date, the Company (i) is acquired in a merger or other business combination and the Company is not the surviving corporation, (ii) is involved in a merger or other business combination transaction with another person after which all or part of the Company’s common stock is converted or exchanged for securities, cash or property of any other person, or (iii) sells 50 percent or more of its assets or earning power to another person, each right (except rights that have been voided as described above) will entitle its holder to purchase a number of shares of common stock of the ultimate parent of the Acquiring Person having a value equal to twice the then current exercise price of the right.

     The Company will generally be entitled to redeem the rights at one cent per right, subject to adjustment in certain events, payable in cash or shares of the Company’s common stock at any time until the tenth business day following the Stock Acquisition Date.

Stock-Based Compensation

Stock Options

The Company’s 1998 and 2001 incentive compensation plans allow the Company to grant awards to key employees in the form of stock options, stock awards, restricted stock units, stock appreciation rights, performance units, dividend equivalents and other awards. The 1986 and 1996 incentive stock option plans and the 1998 and 2001 incentive compensation plans provide for granting options to key employees to purchase common shares at prices not less than market at the date of grant. Options under these plans may have terms of up to ten years becoming exercisable in whole or in consecutive installments, cumulative or otherwise. The plans allow the granting of nonqualified stock options which are not intended to qualify for the tax treatment applicable to

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incentive stock options under provisions of the Internal Revenue Code. Options which were outstanding at December 31, 2002 under these plans have a term of ten years and become exercisable 50 percent after the first year and 100 percent after the second year.

     The 1998 employee stock option plan allowed the Company to make a nonqualified option grant to substantially all of its employees to purchase common shares at a price not less than market at the date of grant. Options granted under this plan have a term of ten years and are exercisable in full beginning three years after the date of grant.

     The Company’s 2002 nonqualified stock option plan provides for granting options to directors who are not current or former employees of the Company to purchase common shares at prices not less than market at the date of grant. Options granted under this plan have a term of ten years and are exercisable in full beginning one year after the date of grant.

     Summarized information for the plans follows:

					Weighted
					Average
		Number of			Exercise		Available
		Shares			Price		For Grant
January 1, 2000
	Outstanding		2,491,601		$	21.34
	Exercisable		792,098			21.61
	Granted		1,587,075			12.60
	Exercised		(29,600	)		9.11
	Cancelled		(243,880	)		19.79
December 31, 2000								1,970,157
	Outstanding		3,805,196			17.89
	Exercisable		1,083,421			22.01
	Granted		1,276,947			13.46
	Exercised		(39,100	)		12.63
	Expired		(46,100	)		15.19
	Cancelled		(284,650	)		16.96
December 31, 2001								5,832,026
	Outstanding		4,712,293			16.82
	Exercisable		2,778,196			19.37
	Granted		1,334,000			15.08
	Exercised		(922,923	)		13.39
	Expired		(31,600	)		24.94
	Cancelled		(204,619	)		17.65
December 31, 2002								5,123,345
	Outstanding		4,887,151			16.91
	Exercisable		3,018,126			18.34

The weighted average remaining contractual life of options outstanding at December 31, 2002 is 7.9 years. Segregated disclosure of options outstanding at December 31, 2002 is as follows:

		Range of Exercise Prices
		Less		Equal to or
		than $20.00		greater than $20.00
Options outstanding			3,042,537		1,844,614
	Weighted average exercise price	$	14.03	$	21.64
Remaining contractual life			9.3		5.5
Options exercisable			1,187,512		1,830,614
	Weighted average exercise price	$	13.29	$	21.62

- 36 -

Restricted Stock Units

Under the 1998 Incentive Compensation Plan, restricted stock units may be granted to officers and other key employees. Deferred compensation related to the restricted stock units is determined based on the fair value of the Company’s stock on the date of grant and is amortized to expense over the vesting period.

     In 1999 the Company granted 49,210 restricted stock units with a weighted average fair value of $16.50 per unit and vesting periods of one to two years. In 2001, the Company granted 3,836 restricted stock units with a weighted average fair value of $13.47 per unit and vesting periods of one and two years. In 2002, the Company granted 23,000 restricted stock units with a weighted average fair value of $14.98 and a vesting period of five years. The grants provide for accrual of dividend equivalents. At December 31, 2002, 67,509 restricted stock units were outstanding.

Common Stock

There were 20,892,355 common shares reserved for grants under compensation plans and contributions to the Company’s Thrift and Profit Sharing and Pre-Tax Savings plans at December 31, 2002. The Company matches contributions made by participants to these plans in accordance with a formula based upon the financial performance of the Company. Matching contributions are directed to the Company Stock Fund and they must remain invested in that fund until an employee has attained three years of service with the Company. Once an employee has attained three years of service, any matching contributions may be transferred to any of the other investment funds offered under the plans.

Pensions and Postretirement Benefits Other than Pensions

The Company and its consolidated subsidiaries have a number of plans providing pension, retirement or profit-sharing benefits for substantially all domestic employees. These plans include defined benefit and defined contribution plans. The Company has an unfunded, nonqualified supplemental retirement plan covering certain employees whose participation in the qualified plan is limited by provisions of the Internal Revenue Code.

     For defined benefit plans, benefits are generally based on compensation and length of service for salaried employees and length of service for hourly employees. Effective January 1, 2002, a new hybrid pension plan covering all domestic salaried and non-bargained hourly employees was established. Current employees meeting certain requirements were grandfathered in the previous defined benefit programs. The new pension plan resembles a savings account. Amounts are credited based on a combination of age, years of service and percentage of earnings. A cash out option is available upon termination or retirement.

     The Company’s general funding policy is to contribute amounts deductible for United States federal income tax purposes or amounts as required by local statute. Employees of certain of the company’s foreign operations are covered by either contributory or non-contributory trusteed pension plans.

     Participation in the Company’s defined contribution plans is voluntary and participants’ contributions are limited based on their compensation. The Company matches certain plan participants’ contributions up to various limits. Company contributions for certain of these plans are dependent on operating performance. Expense for those plans was $18,326, $6,149 and $10,536 for 2000, 2001 and 2002, respectively.

     The Company currently provides retiree health care and life insurance to a significant percentage of its domestic salaried and hourly employees. Domestic salaried and non-bargained hourly employees hired on or after January 1, 2003 will not be eligible for retiree health care or life insurance coverage. Subject to specific provisions contained in certain of its labor agreements, the Company has reserved the right to modify or terminate such benefits at any time. The Company intends to implement increased cost sharing in 2004 in the retiree medical coverage provided to eligible current and future retirees.

     The following tables disclose information related to the Company’s defined benefit plans and other postretirement benefits. In 2002, four international plans were determined to have characteristics of a defined benefit plan. The accompanying financial statements appropriately included the assets, liabilities and expenses for these four plans for all periods presented. The pension disclosures for 2001 have been adjusted to include these plans.

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								Other
		Pension Benefits						Postretirement Benefits
		2001			2002			2001			2002
Change in benefit obligation:
	Benefit obligation at January 1	$	798,750		$	806,717		$	265,919		$	309,499
	Divestiture		(619	)		—			—			—
	Service cost — employer		28,946			26,767			5,836			6,229
	Participant contributions		2,146			2,193			—			—
	Interest cost		58,691			59,497			19,672			22,107
	Actuarial loss		3,981			16,663			36,758			18,808
	Amendments		(35,365	)		9,027			—			(26,906	)
	Benefits paid		(45,029	)		(43,955	)		(18,356	)		(18,754	)
	Foreign currency exchange rate effect		(4,784	)		18,372			(330	)		76
Benefit obligation at December 31		$	806,717		$	895,281		$	309,499		$	311,059
Change in plans’ assets:
	Fair value of plans’ assets at January 1	$	739,171		$	710,508		$	—		$	—
	Divestiture		(607	)		—			—			—
	Actual return on plans’ assets		(21,871	)		(45,186	)		—			—
	Employer contributions		41,792			57,482			—			—
	Participant contributions		2,146			2,193			—			—
	Benefits paid		(44,806	)		(43,719	)		—			—
	Other disbursements		(374	)		—			—			—
	Foreign currency exchange rate effect		(4,943	)		13,160			—			—
Fair value of plans’ assets at December 31		$	710,508		$	694,438		$	—		$	—
Funded status of the plans		$	(96,209	)	$	(200,843	)	$	(309,499	)	$	(311,059	)
Unrecognized actuarial loss			163,767			289,350			91,037			80,276
Unrecognized prior service cost			(28,390	)		(21,902	)		4,137			1,201
Unrecognized net transition obligation			1,374			399			—			—
Adjustment for minimum liability			(77,196	)		(201,080	)		—			—
Net amount recognized		$	(36,654	)	$	(134,076	)	$	(214,325	)	$	(229,582	)
Amounts recognized in the balance sheets:
	Prepaid expenses, deferred income taxes and assets held for sale	$	1,051		$	531		$	—		$	—
	Intangibles and other assets		51,823			82,263			—			—
	Accrued liabilities		(6,907	)		(8,183	)		(16,568	)		(23,952	)
	Postretirement benefits other than pensions		—			—			(197,757	)		(205,630	)
	Other long-term liabilities		(82,621	)		(208,687	)		—			—
Net amount recognized		$	(36,654	)	$	(134,076	)	$	(214,325	)	$	(229,582	)
Assumptions as of December 31:
	Discount rate		7.19	%		6.79	%		7.25	%		6.75	%
	Expected return on plan assets		9.69	%		9.29	%		—			—
	Rate of compensation increase		4.77	%		4.76	%		—			—

The discount rate for the Company’s domestic pension plans was 7.25% in 2001 and 6.75% in 2002. For the Company’s foreign plans, the weighted-average discount rate was 6.98% in 2001 and 6.92% in 2002. The expected return on plan assets for the Company’s domestic plans was 10% in 2001 and 9.5% in 2002. For the Company’s foreign plans, the weighted-average expected rate of return on plan assets was 8.56% in both 2001 and 2002. The rate of compensation increase assumed for the Company’s domestic plans was 4.75% in both 2001 and 2002. For the Company’s foreign plans, the weighted-average rate of compensation increase was 4.83% in 2001 and 4.78% in 2002.

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     At December 31, 2002 the weighted average assumed annual rate of increase in the cost of health care benefits (health care cost trend rate) was 9.0 percent per year for 2003 through 2005 and 6.0 percent per year for 2006 and thereafter.

													Other
		Pension Benefits									Postretirement Benefits
		2000			2001			2002			2000		2001		2002
Components of net periodic benefit cost:
	Service cost	$	27,799		$	28,946		$	26,767		$	5,420	$	5,836	$	6,229
	Interest cost		54,797			58,691			59,497			17,473		19,672		22,107
	Expected return on plan assets		(68,227	)		(70,088	)		(66,125	)		—		—		—
	Amortization of transition obligation		1,088			1,088			975			—		—		—
	Amortization of prior service cost		5,902			5,043			2,955			475		1,508		1,323
	Recognized actuarial loss		3,122			3,979			8,983			1,142		2,054		4,278
	Net periodic benefit cost	$	24,481		$	27,659		$	33,052		$	24,510	$	29,070	$	33,937

     The following table lists the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with projected benefit obligations and accumulated benefit obligations in excess of plan assets at December 31, 2001 and 2002:

	2001				2002
	Projected		Accumulated		Projected		Accumulated
	benefit		benefit		benefit		benefit
	obligation		obligation		obligation		obligation
	exceeds plan		exceeds plan		exceeds plan		exceeds plan
	assets		assets		assets		assets
Projected benefit obligation	$	802,177	$	243,965	$	895,281	$	879,277
Accumulated benefit obligation		706,957		239,582		828,460		815,126
Fair value of plan assets		705,869		191,133		694,438		679,831

     Assumed health care cost trend rates for Other Postretirement Benefits have a significant effect on the amounts reported. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	One
	Percentage Point
	Increase		Decrease
Increase (decrease) in total service and interest cost components	$	627	$	(550	)
Increase (decrease) in the postretirement benefit obligation		7,658		(6,707	)

Income Taxes

Components of income (loss) before income taxes are as follows:

	2000		2001			2002
United States	$	143,426	$	(29,339	)	$	90,959
Foreign		16,730		58,497			86,238
Total	$	160,156	$	29,158		$	177,197

The provision for income taxes consists of the following:

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		2000			2001			2002
Current:
	Federal	$	53,974		$	2,289		$	—
	State and local		6,789			1,258			259
	Foreign		7,535			29,593			31,872
			68,298			33,140			32,131
Deferred:
	Federal		(3,998	)		(9,538	)		28,525
	State and local		(878	)		(5,606	)		2,868
	Foreign		—			(7,004	)		1,828
			(4,876	)		(22,148	)		33,221
		$	63,422		$	10,992		$	65,352

The following schedule reconciles the United States statutory federal rate to the Company’s income tax provision:

	2000			2001			2002
Income tax provision at 35%	$	56,055		$	10,205		$	62,019
State and local income tax, net of federal income tax effect		3,842			(2,791	)		2,032
Amortization of nondeductible goodwill		5,424			5,022			—
U.S. tax credits		(3,400	)		(3,130	)		(2,653	)
Extraterritorial income exclusion		(1,400	)		(1,570	)		(1,500	)
Difference in effective tax rates of international operations		1,679			2,115			3,567
Other — net		1,222			1,141			1,887
Income tax provision	$	63,422		$	10,992		$	65,352
Effective income tax rate		39.6	%		37.7	%		36.9	%

Payments for income taxes in 2000, 2001 and 2002 were $90,683, $28,092 and $57,498, respectively.

     Deferred tax assets and liabilities result from differences in the basis of assets and liabilities for tax and financial reporting purposes. Significant components of the Company’s deferred tax assets and liabilities at December 31 are as follows:

- 40 -

		2001			2002
Deferred tax assets:
	Other postretirement benefits	$	110,151		$	161,483
	Net operating loss and tax credit carryforwards		58,451			71,513
	All other items		39,811			29,979
	Total deferred tax asset		208,413			262,975
Deferred tax liabilities:
	Property, plant and equipment		(130,827	)		(165,985	)
	Pension benefits		(17,293	)		(30,445	)
	All other items		(41,569	)		(23,549	)
	Total deferred tax liability		(189,689	)		(219,979	)
			18,724			42,996
Valuation allowances			(20,333	)		(33,896	)
	Net deferred tax asset (liability)	$	(1,609	)	$	9,100

The net deferred taxes in the Consolidated Balance Sheets are as follows:

	2001			2002
Current assets	$	18,403		$	22,872
Non-current liabilities		(20,012	)		(13,772	)
Net deferred tax asset (liability)	$	(1,609	)	$	9,100

     The Company has not provided deferred income taxes on approximately $176,000 of undistributed earnings of its international affiliates which will continue to be reinvested. It is not practicable to determine the amount of additional United States income taxes that could be payable upon remittance of these earnings since taxes payable would be reduced by foreign tax credits based upon income tax laws and circumstances at the time of distribution.

     At December 31, 2002, the Company’s foreign subsidiaries, primarily in the United Kingdom and France, have operating loss carryforwards aggregating $127,012, with expiration dates beginning in 2005 and continuing indefinitely, and the Company and its domestic subsidiaries have state and local operating loss carryforwards aggregating $100,028, with expiration dates beginning in 2003 and continuing to 2023. The Company also has a foreign tax credit carryforward of $8,871 expiring in 2006 and other tax credit carryforwards aggregating $14,009, with expiration dates beginning in 2003 and continuing indefinitely. Approximately $13,800 of the future tax benefits relate to carryforwards assumed with acquisitions. A valuation allowance of $10,300 was recorded on these purchased net operating loss carryforwards and, to the extent such benefits are realized, the benefits will be recorded as an adjustment to goodwill. The carryforwards for which no valuation allowance has been established are expected to be realized based upon forecasted future earnings, resulting in future taxable income, and the implementation of certain tax strategies. The increase in the valuation allowance in 2002 was attributable to losses and credits in jurisdictions where realization of such carryforwards was uncertain based upon forecasted future earnings.

Lease Commitments

The Company rents certain manufacturing facilities and equipment under long-term leases expiring at various dates. Rental expense for operating leases was $31,287, $36,107 and $33,911 for 2000, 2001 and 2002, respectively.

     Future minimum payments for all non-cancelable operating leases, in aggregate of $107,505, are as follows:

2003	$	13,875
2004		11,948
2005		9,688
2006		8,859
2007		9,372
Thereafter		53,963

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Cumulative Other Comprehensive Loss

The balances of each component of Cumulative Other Comprehensive Loss in the accompanying Statements of Stockholders’ Equity are as follows:

	2000			2001			2002
Cumulative currency translation adjustment	$	(31,240	)	$	(40,813	)	$	(27,454	)
Unrealized gains/ (losses) on marketable securities and changes in fair value of derivatives, net of amounts realized		—			746			(2,380	)
Tax effect		—			(285	)		910
Net		—			461			(1,470	)
Minimum pension liability		(36,361	)		(71,196	)		(190,203	)
Tax effect		13,959			27,158			69,897
Net		(22,402	)		(44,038	)		(120,306	)
	$	(53,642	)	$	(84,390	)	$	(149,230	)

Unrealized gains (losses) on marketable securities are net of amounts recognized in net income. In 2001, $1,138 of gains were recognized and in 2002, $434 of losses were recognized.

Accrued Liabilities

Accrued liabilities at December 31 are as follows:

	2001		2002
Payroll	$	53,088	$	74,354
Class action settlement		37,840		8,624
Other		131,575		106,684
	$	222,503	$	189,662

Other Long-term Liabilities

Other long-term liabilities at December 31 are as follows:

	2001		2002
Minimum pension liability	$	77,196	$	200,063
Class action settlement		8,614		11,896
Nonqualified executive plans		4,872		6,857
Other		15,520		22,321
	$	106,202	$	241,137

- 42 -

Other Income — Net

The components of Other income — net for the years 2000, 2001 and 2002 are as follows:

	2000			2001			2002
Foreign currency losses	$	(2,631	)	$	(1,224	)	$	(1,458	)
Minority interest and equity earnings		4,479			2,579			2,498
Interest income		2,575			3,295			3,293
Gains on sales of non-manufacturing assets		—			8,263			2,201
Debt extinguishment		—			(745	)		(2,651	)
Other		713			1,451			505
	$	5,136		$	13,619		$	4,388

The non-manufacturing assets sold in 2001 included a corporate aircraft and two tire distribution facilities and in 2002 was a corporate aircraft.

Business Segments

The Company has two reportable segments – Cooper Tire and Cooper-Standard Automotive. The Company’s reportable segments are each managed separately because they offer different products requiring different marketing and distribution strategies.

     Cooper Tire produces light vehicle, truck and motorcycle tires, and inner tubes, which are sold nationally and internationally in the replacement tire market to independent dealers, wholesale distributors, regional and national retail tire chains, and large retail chains that sell other products in addition to tires, and supplies equipment and materials to the truck tire retread industry.

     Cooper-Standard Automotive produces body sealing systems, active and passive vibration control systems, and fluid handling systems, primarily for the global automotive original equipment manufacturing and replacement markets.

     The following customers of the Automotive Segment contributed 10 percent or more of total consolidated net sales. Their net sales and percentage of consolidated Company sales for 2000, 2001, and 2002 are as follows:

	2000					2001					2002
Ford	$	487,000		14	%	$	455,000		14	%	$	491,000	15	%
DaimlerChrysler		367,000		11	%		356,000		11	%		344,000	10	%
General Motors			N/A					N/A				338,000	10	%

     The accounting policies of the reportable segments are consistent with those described in the Significant Accounting Policies note to the financial statements. Corporate administrative expenses are allocated to segments based principally on assets, employees and sales. The following table details segment financial information:

- 43 -

		2000			2001			2002
Revenues
	Tire	$	1,802,607		$	1,704,623		$	1,769,058
	Automotive		1,698,519			1,477,409			1,585,953
	Eliminations and other		(28,754	)		(27,330	)		(25,054	)
	Consolidated		3,472,372			3,154,702			3,329,957
Segment profit
	Tire		183,865			73,192			137,403
	Automotive		68,616			39,001			117,473
	Corporate		—			(5,959	)		(6,480	)
	Operating profit		252,481			106,234			248,396
	Other income — net		5,136			13,619			4,388
	Interest expense		(97,461	)		(90,695	)		(75,587	)
	Income before income taxes		160,156			29,158			177,197
Depreciation and amortization expense
	Tire		107,886			110,065			110,512
	Automotive		80,895			79,428			70,769
	Corporate		—			794			1,604
	Consolidated		188,781			190,287			182,885
Segment assets
	Tire		1,439,221			1,345,711			1,254,576
	Automotive		1,393,854			1,263,334			1,260,879
	Corporate and other		63,598			155,205			195,524
	Consolidated		2,896,673			2,764,250			2,710,979
Expenditures for long-lived assets
	Tire		107,598			74,863			73,422
	Automotive		93,768			58,482			67,686
	Corporate		—			2,942			1,624
	Consolidated		201,366			136,287			142,732

Geographic information for revenues, based on country of origin, and long-lived assets follows:

		2000		2001		2002
Revenues
	North America	$	2,917,048	$	2,624,283	$	2,755,700
	Europe		489,473		472,204		522,754
	Other		65,851		58,215		51,503
	Consolidated		3,472,372		3,154,702		3,329,957
Long-lived assets
	North America		1,058,265		983,128		964,868
	Europe		188,876		188,022		206,424
	Other		38,255		34,924		26,683
	Consolidated		1,285,396		1,206,074		1,197,975

Sales from the United States amounted to $2,560,604, $2,306,416 and $2,401,269 in 2000, 2001 and 2002, respectively. Shipments of domestically-produced products to customers outside the U. S. approximated eight percent of net sales in 2000, 2001 and seven percent of net sales in 2002.

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REPORT OF INDEPENDENT AUDITORS

The Board of Directors

Cooper Tire & Rubber Company

     We have audited the accompanying consolidated balance sheets of Cooper Tire & Rubber Company as of December 31, 2001 and 2002, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in the index at Item 15 (a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cooper Tire & Rubber Company at December 31, 2001 and 2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

     As discussed in the “Significant Accounting Policies” note to the financial statements, in 2002 the Company changed its method of accounting for goodwill.

	/s/ Ernst & Young LLP ERNST & YOUNG LLP
Toledo, Ohio
January 31, 2003

- 45 -

SELECTED QUARTERLY DATA	(Unaudited)
(Dollar amounts in thousands except per-share amounts.)

			2001
			First			Second			Third			Fourth
			Quarter			Quarter			Quarter			Quarter
Net sales			$	757,614		$	829,040		$	791,458		$	776,590
Gross profit				96,118			118,969			113,107			101,816
Net income (a)				3,648			18,338			(19,512	)		15,692
Basic and diluted earnings per share				0.05			0.25			(0.27	)		0.22
Revenues from external customers:
	Tire		$	388,235		$	433,438		$	461,757		$	421,193
	Automotive			376,788			403,623			335,914			361,084
	Eliminations and other			(7,409	)		(8,021	)		(6,213	)		(5,687	)
	Net sales		$	757,614		$	829,040		$	791,458		$	776,590
Segment profit:
	Tire (b)		$	16,204		$	26,527		$	(9,276	)	$	39,737
	Automotive (c)			10,271			23,659			51			5,020
	Corporate			(1,482	)		(1,242	)		588			(3,823	)
		Operating profit		24,993			48,944			(8,637	)		40,934
	Interest expense			(23,290	)		(23,364	)		(22,349	)		(21,692	)
	Other — net			4,115			3,667			(370	)		6,207
	Income before income taxes		$	5,818		$	29,247		$	(31,356	)	$	25,449

			2002
			First			Second			Third			Fourth
			Quarter			Quarter			Quarter			Quarter
Net sales			$	812,977		$	836,075		$	839,277		$	841,628
Gross profit				121,878			140,188			109,777			118,357
Net income				26,115			38,975			23,260			23,495
Basic earnings per share				0.36			0.53			0.32			0.32
Diluted earnings per share				0.36			0.52			0.31			0.32
Revenues from external customers:
	Tire		$	433,430		$	413,639		$	464,401		$	457,588
	Automotive			386,041			429,353			381,477			389,082
	Eliminations and other			(6,494	)		(6,917	)		(6,601	)		(5,042	)
	Net sales		$	812,977		$	836,075		$	839,277		$	841,628
Segment profit:
	Tire		$	43,392		$	36,949		$	27,367		$	29,695
	Automotive			21,425			44,062			27,424			24,562
	Corporate			(4,023	)		(1,641	)		(25	)		(791	)
		Operating profit		60,794			79,370			54,766			53,466
	Interest expense			(20,001	)		(18,570	)		(18,718	)		(18,298	)
	Other — net			659			1,065			873			1,791
	Income before income taxes		$	41,452		$	61,865		$	36,921		$	36,959

(a)	Includes $44,977 after tax, $.62 per share of class action costs, of which $39,690 after tax, $.55 per share were in the third quarter and $15,705, $.22 per share of goodwill amortization costs.
(b)	Includes $72,194 of class action costs, of which $63,707 were in the third quarter and $1,607 of goodwill amortization costs.
(c)	Includes $14,098 of goodwill amortization costs.

- 46 -

COOPER TIRE & RUBBER COMPANY

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2000, 2001 and 2002

			Additions
	Balance at								Balance
	Beginning		Charged		Business		Deductions		at End
	of Year		To Income		Acquisitions		(a)		of Year
Allowance
for doubtful
accounts
2000	$	9,319,000	$	2,581,865	$	3,221,000	$	4,121,865	$	11,000,000
2001	$	11,000,000	$	6,008,949	$	—	$	3,850,419	$	13,158,530
2002	$	13,158,530	$	5,536,389	$	—	$	4,375,537	$	14,319,382

(a) Accounts charged off during the year, net of recoveries of accounts previously charged off.

- 47 -

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the Company’s directors appears in the Company’s Proxy Statement dated March 26, 2003, which will be herein incorporated by reference. The names, ages, and all positions and offices held by all executive officers of the Company, as of the same date, are as follows:

Name	Age		Executive Office Held	Business Experience
Thomas A. Dattilo		51	Chairman of the Board, President and Chief Executive Officer and Director	Chairman of the Board and Chief Executive Officer since 2000. President and Chief Operating Officer since 1999. Director since 1999. Formerly with Dana Corporation, an automotive parts supplier, since 1977, having served as President, Sealing Products and previously in other senior management positions.
Mark F. Armstrong		55	Vice President	Vice President since 2000. President, North American Tire Division, Cooper Tire since 2000. Vice President, Sales and Marketing, Cooper Tire from March through December 2000. Vice President, Sales, Tire Division from 1994 to 2000.
James E. Kline		61	Vice President	Vice President since February 2003. Independent consultant from 2001 through February 2003. Previously, Executive Vice President, Cavista Corporation, a real estate company, from 2000 through August 2001, and Vice President and General Counsel, Aeroquip-Vickers, Inc., a manufacturer of power and motion control and fluid conveyancing products, from 1989 through 1999.
James S. McElya		55	Vice President	Vice President since 2000. President, Cooper-Standard Automotive since May 2000. President, Global Fluid Systems Division, Cooper-Standard Automotive from January through May 2000. Previously, President of Siebe Automotive Worldwide from 1996 through 2000.
Harold C. Miller		50	Vice President	Vice President since March 2002. Formerly Vice President and General Manager, Eaton Fluid Power Hose and Plastic Operations, Eaton Corporation, an automotive and truck parts producer, from January through March 2002. Director, Finance and Planning, Eaton Fluid Power Automotive Operations from 2001 through 2002. General Manager, Eaton Aeroquip Global Hose Division from 1998 through 2001.
Roderick F. Millhof		63	Vice President	Vice President since 1998.

- 48 -

			Executive Vice President, Cooper-Standard Automotive since 2000. President, Global Sealing Division, Cooper-Standard Automotive from 1999 to 2000. President, Engineered Products Operations from 1998 to 1999. Vice President, Sales/Marketing of Engineered Products Operations from 1988 through 1998.
D. Richard Stephens	55	Vice President	Vice President since 2001. President, Cooper Tire since 2001. President, International Tire Division, Cooper Tire from 2000 to 2001. Vice President, Technical and Commercial Tire Operations, Cooper Tire from March 2000 to December 2000. Vice President, Technical from 1994 to 2000.
Richard D. Teeple	60	Vice President, General Counsel and Secretary	Vice President since 1990. General Counsel since 1983. Secretary since 2001.
Philip G. Weaver	50	Vice President and Chief Financial Officer	Vice President and Chief Financial Officer since 1999. Tire Operations Vice President from 1994 through 1999.
Eileen B. White	52	Corporate Controller	Corporate Controller since 1997. Assistant Corporate Controller from 1994 to 1997.

Each such officer shall hold such office until a successor is selected and qualified.

Item 11. EXECUTIVE COMPENSATION

Information regarding executive compensation appears in the Company’s Proxy Statement dated March 26, 2003, which will be herein incorporated by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Information concerning the security ownership of certain beneficial owners and management of the Company’s voting securities and equity securities appears in the Company’s Proxy Statement dated March 26, 2003, which will be herein incorporated by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

Item 14. CONTROLS AND PROCEDURES

Pursuant to the requirements of the Sarbanes-Oxley Act, the Chief Executive Officer and Chief Financial Officer of the Company have evaluated, within the 90-day period prior to the filing of this annual report on Form 10-K, the Company’s disclosure controls and procedures, as defined in Rules 13a–14(c) and 15d–14(c) promulgated under the Securities Exchange Act of 1934, including its internal controls and procedures, to determine their effectiveness. Based upon that evaluation, they have concluded that the Company’s disclosure controls and procedures are effective in identifying the information required to be disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission (“SEC”), including this annual report on Form 10-K, and insuring that such information is recorded, processed, summarized and reported as required by the SEC’s rules and forms.

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date on which they were evaluated.

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

1. Financial Statements

	Page(s)
	Reference
Consolidated Statements of Income for the years ended December 31, 2000, 2001 and 2002		22
Consolidated Balance Sheets at December 31, 2001 and 2002		23-24
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2000, 2001 and 2002		25
Consolidated Statements of Cash Flows for the years ended December 31, 2000, 2001 and 2002		26
Notes to Financial Statements		27-44
Report of Independent Auditors		45
Quarterly Financial Data (Unaudited)		46

2.	Financial Statement Schedule
	Valuation and qualifying accounts – Allowance for doubtful accounts                                                                              47
	All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in the financial statements or the notes thereto.
3.	Exhibits
	The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.

(b)	Reports on Form 8-K
	No reports on Form 8-K were filed during the quarter ended December 31, 2002.

- 50 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COOPER TIRE & RUBBER COMPANY

/s/ Thomas A. Dattilo
THOMAS A. DATTILO, Chairman of the
Board, President, and Chief Executive Officer

Date: March 13, 2003

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
THOMAS A. DATTILO	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)		March 13, 2003
PHILIP G. WEAVER	Vice President and Chief Financial Officer (Principal Financial Officer)		March 13, 2003
EILEEN B. WHITE	Corporate Controller (Principal Accounting Officer)		March 13, 2003
ARTHUR H. ARONSON*	Director		March 13, 2003
EDSEL D. DUNFORD*	Director		March 13, 2003
JOHN F. FIEDLER*	Director		March 13, 2003
DENNIS J. GORMLEY*	Director		March 13, 2003
JOHN J. HOLLAND*	Director		March 13, 2003
JOHN F. MEIER*	Director		March 13, 2003
BYRON O. POND*	Director		March 13, 2003
JOHN H. SHUEY*	Director		March 13, 2003

*By:	/s/ Richard N. Jacobson
	RICHARD N. JACOBSON, Attorney-in-fact

- 51 -

CERTIFICATION

I, Thomas A. Dattilo, certify that:

1.	I have reviewed this annual report on Form 10-K of Cooper Tire & Rubber Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 13, 2003

/S/ Thomas A. Dattilo
Thomas A. Dattilo
Chairman, President and Chief Executive Officer

- 52 -

CERTIFICATION

I, Philip G. Weaver, certify that:

1.	I have reviewed this annual report on Form 10-K of Cooper Tire & Rubber Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 13, 2003

/S/ Philip G. Weaver
Philip G. Weaver
Vice President and Chief Financial Officer

- 53 -

INDEX TO EXHIBITS

(3)	Certificate of Incorporation and Bylaws
	(i)	Certificate of Incorporation, as restated and filed with the Secretary of State of Delaware on May 17, 1993, is incorporated herein by reference from Exhibit 3(i) of the Company’s Form 10-Q for the quarter ended June 30, 1993
		Certificate of Correction of Restated Certificate of Incorporation as filed with the Secretary of State of Delaware on November 24, 1998 is incorporated by reference from Exhibit 3(i) of the Company’s Form 10-K for the year ended December 31, 1998
	(ii)	Bylaws, as amended May 5, 1987, are incorporated herein by reference from Exhibit 19 of the Company’s Form 10-Q for the quarter ended June 30, 1987
(4)	(i)	Prospectus Supplement dated March 20, 1997 for the issuance of $200,000,000 notes is incorporated herein by reference from Form S-3 – Registration Statement No. 33-44159
	(ii)	Amended and Restated Rights Agreement, dated May 11, 1998, between the Company and The Fifth Third Bank as Rights Agent is incorporated herein by reference from Exhibit 4 to the Company’s Form 8-K dated May 15, 1998
	(iii)	Prospectus Supplement dated December 8, 1999 for the issuance of an aggregate $800,000,000 notes is incorporated herein by reference from Form S-3 – Registration Statement No. 333-89149
(10)	(i)	Description of management contracts, compensatory plans, contracts, or arrangements will be herein incorporated by reference from the Company’s Proxy Statement dated March 26, 2003
	(ii)	Amended and Restated Employment Agreement dated as of February 6, 2002 between Cooper Tire & Rubber Company and Thomas A. Dattilo is incorporated herein by reference from Exhibit (10)(ii) of the Company’s Form 10-K for the year ended December 31, 2001
	(iii)	Employment Agreement dated as of June 6, 2000 between Cooper Tire & Rubber Company and James S. McElya is incorporated herein by reference from Exhibit (10)(iii) of the Company’s Form 10-Q for the quarter ended June 30, 2000
	(iv)	Amended and Restated Employment Agreement dated as of June 6, 2000 between Cooper Tire & Rubber Company and Roderick F. Millhof is incorporated herein by reference from Exhibit (10)(iv) of the Company’s Form 10-Q for the quarter ended June 30, 2000
	(v)	Employment Agreement dated as of June 6, 2000 between Cooper Tire & Rubber Company and Philip G. Weaver is incorporated herein by reference from Exhibit (10)(v) of the Company’s Form 10-K for the year ended December 31, 2001
	(vi)	Employment Agreement dated as of July 17, 2002, between Cooper Tire & Rubber Company and D. Richard Stephens incorporated herein by reference from Exhibit (10)(ii) of the Company’s Form 10-Q for the quarter ended September 30, 2002

- 54 -

(vii)	Cooper Tire & Rubber Company Executive Financial Planning Assistance is incorporated herein by reference from Exhibit (10) of the Company’s Form 10-Q for the quarter ended September 30, 2000
(viii)	Credit Agreement dated as of September 1, 2000 by and among Cooper Tire & Rubber Company, a Delaware Corporation, and the Banks and PNC Bank, National Association, as agent for the Banks is incorporated herein by reference from Exhibit (10)(i) of the Company’s Form 10-Q for the quarter ended March 31, 2001
(ix)	Amendment No. 1 to the Credit Agreement dated as of March 27, 2001 by and among Cooper Tire & Rubber Company, a Delaware Corporation, and the Banks and PNC Bank, National Association, as agent for the Banks is incorporated herein by reference from Exhibit (10)(ii) of the Company’s Form 10-Q for the quarter ended March 31, 2001
(x)	Amendment No. 2 to the Credit Agreement dated as of August 30, 2001 among Cooper Tire & Rubber Company, a Delaware Corporation, and the Banks, and PNC Bank, National Association, as agent for the Banks is incorporated herein by reference from Exhibit (10)(i) of the Company’s Form 10-Q for the quarter ended September 30, 2001
(xi)	Amendment No. 3 to the Credit Agreement dated as of September 30, 2001 among Cooper Tire & Rubber Company, a Delaware Corporation, and the Banks, and PNC Bank, National Association, as agent for the Banks is incorporated herein by reference from Exhibit (10)(ii) of the Company’s Form 10-Q for the quarter ended September 30, 2001
(xii)	Amendment No. 4 to the Credit Agreement dated as of September 30, 2001 among Cooper Tire & Rubber Company, a Delaware Corporation, and the Banks, and PNC Bank, National Association, as agent for the Banks is incorporated herein by reference from Exhibit (10)(iii) of the Company’s Form 10-Q for the quarter ended September 30, 2001
(xiii)	Amendment No. 5 to the Credit Agreement dated as of December 21, 2001 among Cooper Tire & Rubber Company, a Delaware Corporation, and the Banks, and PNC Bank, National Association, as agent for the Banks is incorporated herein by reference from Exhibit (10)(xiii) of the Company’s Form 10-K for the year ended December 31, 2001
(xiv)	Executive Deferred Compensation Plan is incorporated herein by reference from Exhibit (10)(iv) of the Company’s Form 10-Q for the quarter ended September 30, 2001
(xv)	Amendment No. 6 of the Restated Credit Agreement dated as of August 29, 2002 by and among Cooper Tire & Rubber Company, a Delaware Corporation, and the Banks, and PNC Bank, National Association, as agent for the Banks is incorporated herein by reference from Exhibit (10)(i) of the Company’s Form 10-Q for the quarter ended September 30, 2002
(xvi)	2002 Non-Employee Directors Stock Option Plan is incorporated herein by reference from Appendix A to the Company’s Proxy Statement dated March 27, 2002
(xvii)	1986 Incentive Stock Option Plan is incorporated herein by reference from the Appendix to the Company’s Proxy Statement dated March 21, 1986
(xviii)	1991 Stock Option Plan for Non-Employee Directors is incorporated herein by reference from the Appendix to the Company’s Proxy Statement dated March 26, 1991

- 55 -

(xix)	1996 Stock Option Plan is incorporated herein by reference from the Appendix to the Company’s Proxy Statement dated March 26, 1996
(xx)	1998 Incentive Compensation Plan and 1998 Employee Stock Option Plan are incorporated herein by reference from the Appendix to the Company’s Proxy Statement dated March 24, 1998
(xxi)	1998 Non-Employee Directors Compensation Deferral Plan is incorporated herein by reference from the Appendix to the Company’s Proxy Statement dated March 24, 1998
(xxii)	2001 Incentive Compensation Plan is incorporated herein by reference from the Appendix A to the Company’s Proxy Statement dated March 20, 2001

(13)	Annual report to security holders, Form 10-Q or quarterly report to security holders
(21)	Subsidiaries of the Registrant
(23)	Consent of Independent Auditors
(24)	Power of Attorney
(99a)	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
(99b)	Spectrum Investment Savings Plan
(99c)	Pre-Tax Savings Plan (Findlay)
(99d)	Pre-Tax Savings Plan (Texarkana)
(99e)	Pre-Tax Savings Plan (Auburn)
(99f)	Pre-Tax Savings Plan (Bowling Green-Seal)
(99g)	Pre-Tax Savings Plan (Bowling Green-Hose)
(99h)	Pre-Tax Savings Plan (Clarksdale)
(99i)	Pre-Tax Savings Plan (El Dorado)

- 56 - EX-13 3 l98078aexv13.txt EX-13 Exhibit (13) A LETTER TO OUR SHAREHOLDERS DELIVERING ON OUR PROMISES During the past year, we continued our pattern of growth and progress despite some serious economic and market challenges. An added obstacle during the past year was the declining confidence in corporate America. Unfortunately, the actions of a few have cascaded into an overall concern with business ethics. At Cooper, however, we have maintained an unwavering focus on our plans and strategies so that we can continue to deliver on our promises to our shareholders, our customers and our people. We selected the theme DELIVERING ON OUR PROMISES for the 2002 annual report because we believe it accurately portrays what we have accomplished during the past few years. It also accurately describes the type of company that we have always been - straightforward and focused on generating shareholder value. In 1999, we initiated a strategic transformation of our company. As we announced and implemented those plans, we made several related commitments and promises to our people, our customers and our shareholders. 2002 was a year in which we delivered on many of those promises and made solid progress on the rest. At the time of our acquisitions of Standard Products and Siebe Automotive, we stated publicly that it would take three years to fully integrate the businesses and achieve normalized operating levels. As I said, we have made a lot of promises to our shareholders, to our employees and to the public since then. We have developed and implemented some very aggressive but achievable plans to drive shareholder value. Promises: - Expand Automotive Group Globally - Grow Market Share - Outperform our Industries - Restructuring Savings of $30 million - Pay down 2002 debt with cash - Automotive Operating Margins of 10% Pre-Tax Return on Invested Capital (ROIC) of 20% The acquisitions in late 1999 and early 2000, primarily in our automotive group, enabled us to deliver on the promise we would expand the automotive group globally. In North America, our automotive component sales were up about 7.2 percent while light vehicle production was up about 5.3 percent. Sales in our international operations were up 20 percent. The tire group unit sales in North America were up more than 4 percent even though market shipments were down 2.6 percent. We exceeded our goal of $30 million in annual savings from our restructuring efforts. We paid off the $225 million portion of acquisition-related debt with cash when it came due in December. We said that our goal was to return our automotive operating margins to near their historical levels but on four times greater sales volume. We achieved that target during the second quarter, and averaged within two percentage points of that goal for the year 2002. And finally, we have a goal of 20 percent pre-tax ROIC. We are not there yet, but we are confident that we will get that checked off in the not-too-distant future. In short, we have told you what we were going to do, and we have done it. We are staying focused on our plans and continue to drive for leaner operations, taking costs out wherever possible and being as efficient as we can be. The results of our lean efforts were key this year. We generated nearly $100 million in lean savings through the implementation of literally thousands of lean initiatives throughout our operations. The tire group continues to manage its assets and provide the same great service and products to our customers. Even though we reduced inventory by more than 1.2 million units last year, our order fill rates were at or near our 95 percent goal. While we continue to receive top industry honors in customer service from our dealer network, we also received national recognition from consumers this year. The J.D. Power and Associates 2002 Replacement Tire Customer Satisfaction Study(C) ranked Cooper the highest light truck replacement tire in a tie. This type of well-earned recognition will be a part of our success in the future and indicates some of the sustainable strengths that we have been developing in tire technology. - 1 - Providing top-notch launches for our automotive customers had an escalated importance this year as we had 59 new launches. The Cooper integrated launch team approach that we have implemented in all our facilities has quickly improved the success rate of our new product launches and that shows up in our operating margins. This approach also will benefit us going into 2003 as we have approximately 30 launches in the coming year. One of the most significant highlights of the year occurred in the second quarter when we announced earnings of 52 cents per share, which was an all-time company record. And, for the second consecutive year, the average closing price of our stock increased. 2002 $18.55 2001 13.83 2000 11.65 Additionally, with our plans and execution, we have been able to beat our peers and the S&P 500 during the past three years. We are very happy about that. So this is what Cooper looked like at the end of 2002 - a Fortune 500 company with global presence, great accomplishments and great opportunity. Even though things are improving significantly for us, I certainly think that we will continue to see challenging conditions in both our businesses at some point in the remainder of 2003. There is still a lot of uncertainty out there and we are in tough industries. We recognize that. Still, we have solid plans in place to continue to make our company successful and to perform better than our industries overall. On the tire side, we will again see our sales growing faster than the industry. There are signs that the industry overall will pick up as the year goes on and we think we will be even stronger than the industry. On the automotive side of our business, production schedules may be slightly lighter in 2003 but our new business will allow our sales to out-pace the industry yet again. These continue to be exciting times at Cooper Tire & Rubber Company. We are primed to be among the winners in an increasingly competitive environment. On behalf of the 23,000 Cooper people, thank you for your continued support. Thomas A. Dattilo, Chairman, President and CEO The information which follows is included in the Company's 2002 Annual Report. COOPER PEOPLE ARE DEDICATED TO TOTAL CUSTOMER SATISFACTION, UNDERSTANDING CUSTOMERS' NEEDS AND EXCEEDING THEIR EXPECTATIONS PROMISE: PROVIDE REPLACEMENT TIRE CUSTOMERS WITH 95 PERCENT FILL RATES. While the tire group continued its focus on managing assets and reduced the number of tires in inventory by 1.2 million units in 2002, the promise was met to provide a 95 percent order fill rate to customers. PROMISE: EARN CUSTOMERS' BUSINESS EVERY DAY THROUGH NEW PRODUCTS. In 2002 we made good progress on our Ultra High Performance (UHP) tire initiative. We are on target to launch a new line of UHP tires during the spring of 2003. This strategic and important introduction will associate Cooper's name with performance tires - a growing and profitable market and one in which we should be able to compete very well. UHP is the fastest growing segment of the tire industry. Our strategy will offer H, V and Z speed rated tires in sizes with larger rim diameters that are in growing demand. Each UHP tire sale will bring us higher margins and a stronger market penetration. PROMISE: STRIVE FOR FLAWLESS LAUNCHES. We have implemented the integrated launch team approach which has been a key to Cooper's success in our automotive business for years. The launch process is always the most costly period in the production process and if it is handled effectively, as Cooper has done in the past, it can greatly improve the profit margins on any given product or platform. - 2 - COOPER WILL INCREASE THE VALUE OF SHAREHOLDERS' INVESTMENTS BY GROWING THE COMPANY, CONTROLLING ASSETS, INCREASING CASH FLOW AND ROIC. PROMISE: BE A TRANSPARENT COMPANY. We have always been a straightforward company doing business and earning money the old fashioned way. We make high quality products that satisfy our customers. We sell these products and deliver top-quality service. And, we book the resulting revenue when the goods are shipped and recognize expenses when they are incurred. PROMISE: REDUCE DEBT. The first portion of acquisition-related debt was $225 million and was due in December. Our strong cash generation during the year allowed us to pay off that portion without refinancing, as promised. Our remaining long-term debt is spread relatively evenly over the next 24 years, with a small portion due in 2006 and larger portions due in 2009, 2019 and 2027. The debt is structured with a good mix of fixed versus floating rates and current weighted interest rates of about 7 percent. Interest rate swaps and the lower debt balances have enabled us to reduce interest costs by $15 million. Debt to total capital at year end was 49.2 percent. PROMISE: ACHIEVE ANNUAL RESTRUCTURING SAVINGS OF $30 MILLION. When we announced our restructuring plan in the third quarter of 2000 we promised annual savings of $25 to 30 million. Not only did we deliver on that promise, but we exceeded it. Total restructuring savings in 2002 were $38 million. PROMISE: ACHIEVE FOUR TIMES AUTOMOTIVE SALES WITH 10 PERCENT MARGINS. Our automotive operating margins have steadily increased from one percent in 2000 to three percent in 2001 to eight percent this year. Our goal is to achieve a 10 percent operating margin in our automotive group on four times the sales we had before the acquisitions. During the second quarter we achieved that goal, for the quarter. PROMISE: GROW MARKET SHARE AND OUTPACE THE INDUSTRY. We continued to outpace both industries in which we compete during the entire year. Light vehicle tire shipments for the industry declined 2.6 percent among RMA member companies, while at the same time our shipments increased by more than 4 percent. We also increased our market share from 16 percent to 17 percent. Our automotive sales growth of 7.2 percent outpaced the industry's light vehicle production growth of 5.3 percent. As new automotive business continues to come on line, we are seeing our revenue grow faster than the vehicle build rates. EMPOWERING PEOPLE IS KEY TO MANY OF COOPER'S INITIATIVES. COOPER IS COMMITTED TO ENLIST PARTICIPATION, PROVIDE DEVELOPMENT OPPORTUNITIES AND REGULARLY EVALUATE PERFORMANCE. PROMISE: DEVELOP A LEAN CULTURE THROUGHOUT THE ORGANIZATION. A Lean focus has to be part of our business every day in order to remain competitive. Through the years, we have made low-cost operations a priority and it has become a true advantage for us. Currently we have hundreds of Lean teams working together to take the "waste" out of our operations both in the plants and the offices. Our people know that it takes the efforts of everyone to truly be a Lean organization and that we all must concentrate on Lean every day. To assist our people to be their best every day, we have a Lean champion in every plant. And both operating groups work together to learn best Lean practices from each other. Through the efforts of the Cooper team, we saved $100 million through Lean initiatives across the organization in 2002. PROMISE: PROVIDE A STRATEGIC FOCUS FOR BOTH COOPER PEOPLE AND THE COMPANY IN THE DEVELOPMENT OF CAREERS AND THE EVALUATION OF PERFORMANCE. Promoting from within is a key element of our Philosophy & Beliefs. To do so, we must hire the right people at the baseline of the company and develop them into experienced, globally thinking managers. To help accomplish this we have developed a performance management and career development system which was implemented during the first quarter of 2003. - 3 - Performance Management at Cooper is a system that will help all Cooper people who want to improve their performance to their highest level. Cooper people will be able to identify their long-term career objectives, conduct a gap analysis to determine areas for improvement and assist them in putting together individual development plans to address areas on which they choose to focus. Additionally, the system will assist senior leaders in improving the succession planning process. This process then cascades to all levels of the organization, ensuring the right person is in place for the right position at the right time. - 4 - EX-21 4 l98078aexv21.txt EX-21 . . . Exhibit (21) COOPER TIRE & RUBBER COMPANY SUBSIDIARIES AS OF DECEMBER 31, 2002

Cooper Tire & Rubber Company (Parent) (Delaware) Alga Investments Company (Georgia) Cooper International Holding Corporation (Delaware) Cooper International Rubber, Limited (Jamaica) (Inactive) Cooper International Trading Inc. (Ohio) Cooper-Standard Automotive Inc. (Ohio) Cooper-Standard Automotive Brasil Sealing Ltda. (Brazil) Cooper-Standard Automotive Canada Limited (Canada) Cooper-Standard Automotive Australia Pty. Ltd. (Australia) Cooper-Standard Automotive France SAS (France) Technistan SNC (Partnership) (France) Cooper Standard Automotive Italy S.R.L. (Italy) Cooper-Standard Automotive Holding Company (Ohio) Cooper-Standard Automotive NC L.L.C. (North Carolina) Cooper-Standard Automotive OH LLC (Ohio) Cooper-Standard Automotive Polska sp zo.o. (Poland) (Inactive) Cooper-Standard Automotive Sealing de Mexico S.A. de C.V. (Mexico) (80% Owned) Cooper-Standard Automotive UK Sealing Limited (England) Bird Mould and Tool Company Limited (England) (Inactive) Silent Channel Products Limited (England) (Inactive) Standard Products Mould & Tool Co. Limited (England) (Inactive) Standard Products (UK) Limited (England) (Inactive) The Huntingdon Rubber Company Limited (England) (Inactive) The Standard Products Company (Europe) Limited (England) (Inactive) Craig Assembly, Inc. (Michigan) (24% Owned) Ilpea Equity, LLC (2.5% owned) Itatiaia Standard Industria e Comercio Ltda. (Brazil) (Inactive) Itatiaia Standard Industrial Ltda. (Brazil) Jin Young Standard Inc. (S. Korea) (49% Owned) NISCO Holding Co. (Delaware) Nishikawa Standard Co. (Partnership) (Delaware) (50% Owned) Oliver Rubber Company (California) Admiral Remco Inc. (Ohio) BFNZ-ORC Limited (Inactive) (New Zealand) (50% owned) Oliver Rubber Ltd. (Canada) (Inactive) Siebe Automotive North America de Mexico Holding LLC (Delaware) Siebe Automotive North America de Mexico S. de R.L. de CV (Maquiladora) (Mexico) SPB Comercio e Participacoes Ltda. (Brazil) Standard Products Polska sp zo.o. (Poland) Stantech Inc. (Delaware) The Standard Products Funding Corp. (Delaware) (Inactive) Westborn Service Center Inc. (Michigan) Cooper Receivables Corp. (Delaware) Cooper Tire Holding Company (Ohio) Cooper Technology Services, LLC (Ohio) Cooper Tire International Trading Company (Cayman Islands) Cooper Tire & Rubber International Trading Limited (Cayman Islands) Cooper Tire & Rubber 1 ULC (Nova Scotia, Canada) Cooper Tire & Rubber 2 ULC (Nova Scotia, Canada) Cooper Tire & Rubber Canada LP (Partnership) (Canada) Cooper Tire & Rubber Brasil Ltda. (Brazil) Cooper-Standard Automotive Brasil Fluid Systems Ltda. (Brazil) Cooper Tire & Rubber Co (India) Private Ltd (India)

- 1 -

Cooper Tyre & Rubber Company UK Limited (England) Cooper-Avon Italia S.r.l. (Italy) Cooper-Avon Pneumatiques Sarl (France) Cooper-Avon Reifen (Deutschland) GmbH (Germany) Diorama Grundstucksverwaltungesellschaft mbH & Co Vermietungs KG (Germany) Cooper-Avon (Suisse) SA (Switzerland) Cooper-Avon Tyres Limited (England) Cooper-Avon International Development Limited (England) Cooper-Standard Automotive Ceska Republika s.r.o. (Czech Republic) Cooper-Standard Automotive (Deutschland) GmbH (Germany) Cooper-Standard Automotive Espana SA (Spain) Cooper-Standard Automotive UK Fluid Systems Limited (England) Cooper Tire & Rubber Foundation (Ohio) Coopermex S.A. de C.V. (Mexico) CTB Services Inc. (Ohio) North American Rubber, Inc. (Texas) Rio Grande Servaas S.A. de C.V. (Maquiladora) (Mexico) RubberNetwork.com LLC (Georgia) (5.56% Owned) Sterling Investments Company (Delaware)

- 2 - EX-23 5 l98078aexv23.txt EX-23 Exhibit (23) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements of Cooper Tire & Rubber Company listed below, of our report dated January 31, 2003, with respect to the consolidated financial statements and schedule of Cooper Tire & Rubber Company included in this Annual Report (Form 10-K) for the year ended December 31, 2002:

Form S-3 No. 33-44159 $200,000,000 aggregate principal amount of the Company's Debt Securities No. 333-89149 Registration of securities not to exceed an initial public offering price of $1,200,000,000 Form S-8 No. 2-58577 Thrift and Profit Sharing Plan No. 33-5483 1986 Incentive Stock Option Plan No. 33-35071 Texarkana Pre-Tax Savings Plan No. 33-47979 Pre-Tax Savings Plan at the Auburn Plant No. 33-47980 1991 Stock Option Plan for Non-Employee Directors No. 33-47981 Pre-Tax Savings Plan at the Findlay Plant No. 33-47982 Pre-Tax Savings Plan at the El Dorado Plant No. 33-52499 Pre-Tax Savings Plan (Bowling Green - Hose) No. 33-52505 Pre-Tax Savings Plan (Bowling Green - Sealing) No. 333-09619 1996 Stock Option Plan No. 333-83311 Pre-Tax Savings Plan (Clarksdale) No. 333-83309 1998 Employee Stock Option Plan 1998 Incentive Compensation Plan No. 333-83589 1998 Non-Employee Directors Compensation Deferral Plan No. 333-84815 Thrift & Profit Sharing Plan No. 333-84813 Texarkana Pre-Tax Savings Plan No. 333-84793 Pre-Tax Savings Plan at the Auburn Plant No. 333-84811 Pre-Tax Savings Plan at the Findlay Plant No. 333-84807 Pre-Tax Savings Plan at the El Dorado Plant No. 333-84803 Pre-Tax Savings Plan (Bowling Green - Hose) No. 333-84805 Pre-Tax Savings Plan (Bowling Green - Sealing) No. 333-39150 Standard Products Individual Retirement and Investment Trust Plan No. 333-39154 The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388 collectively Bargained Savings and Retirement Plan No. 333-103007 2001 Incentive Compensation Plan

/s/ Ernst & Young LLP ------------------------ ERNST & YOUNG LLP Toledo, Ohio March 11, 2003 - 1 - EX-24 6 l98078aexv24.txt EX-24 Exhibit (24) POWER OF ATTORNEY FOR EXECUTION OF ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2002 KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Richard N. Jacobson and Richard D. Teeple as true and lawful attorneys-in-fact of each of the undersigned for the purpose of executing for and on behalf of all the undersigned members of the Board of Directors of Cooper Tire & Rubber Company, the Company's Annual Report on Form 10-K for the fiscal year of the Company ended December 31, 2002. The undersigned hereby grants such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. This Power of Attorney shall remain in full force and effect until the filing by the Company of the Annual Report on Form 10-K for fiscal year 2002 with the Securities and Exchange Commission, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of February 2003. /s/ Arthur H. Aronson /s/ Edsel D. Dunford - -------------------------- -------------------------- Arthur H. Aronson, Director Edsel D. Dunford, Director /s/ John F. Fiedler /s/ Dennis J. Gormley - -------------------------- -------------------------- John F. Fiedler, Director Dennis J. Gormley, Director /s/ John J. Holland /s/ John F. Meier - -------------------------- -------------------------- John J. Holland, Director John F. Meier, Director /s/ Byron O. Pond /s/ John H. Shuey - -------------------------- -------------------------- Byron O. Pond, Director John H. Shuey, Director - 1 - EX-99.A 7 l98078aexv99wa.txt EX-99A Exhibit (99a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Cooper Tire & Rubber Company (the "Company") on Form 10-K for the period ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officers' knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. Date: March 14, 2003 /s/ Thomas A. Dattilo --------------------- Name: Thomas A. Dattilo Title: Chief Executive Officer /s/ Philip G. Weaver --------------------- Name: Philip G. Weaver Title: Chief Financial Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure. - 1 - EX-99.B 8 l98078aexv99wb.txt EX-99.B Exhibit (99b) COOPER TIRE & RUBBER COMPANY SPECTRUM INVESTMENT SAVINGS PLAN (As Amended and Restated Effective January 1, 2002) TABLE OF CONTENTS

PAGE ARTICLE I DEFINITIONS...............................................................................2 ARTICLE II ELIGIBILITY AND PARTICIPATION.............................................................11 ARTICLE III PARTICIPANTS' CONTRIBUTIONS...............................................................14 ARTICLE IV COMPANY CONTRIBUTIONS.....................................................................21 ARTICLE V INVESTMENT OF CONTRIBUTIONS.............................................................. 25 ARTICLE VI VESTING OF CONTRIBUTIONS..................................................................28 ARTICLE VII PARTICIPANT LOANS.........................................................................30 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED............................................33 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS...............................................................34 ARTICLE X DESIGNATION OF BENEFICIARY................................................................38 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS.............................................................39 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION...........................................................48 ARTICLE XIII TOP-HEAVY PLAN REQUIREMENTS...............................................................50 ARTICLE XIV ADMINISTRATION OF THE PLAN................................................................55 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE........................................................65 ARTICLE XVI ASSIGNABILITY.............................................................................67 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN............................68 ARTICLE XVIII ESOP FEATURE..............................................................................69

-i- COOPER TIRE & RUBBER COMPANY SPECTRUM INVESTMENT SAVINGS PLAN Cooper Tire & Rubber Company, effective January 1, 1965, established the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan. The purpose of the Plan is to encourage and assist eligible Employees to engage in a savings program with a view to meeting financial emergencies and as a means of adding to their retirement income. The Plan has been established as a means of assisting the Company in securing and retaining competent personnel and to foster the enhancement of already existing, excellent employee relations. The Company desires to amend and restate the Plan, effective January 1, 2002, to reflect the merger of the Standard Products Individual Retirement and Investment Trust Plan, the Standard Products Company Money Purchase Pension Plan and Trust for Hourly Employees, the Siebe Automotive Employees' Profit Sharing Plan, and the Profit Sharing Plan of Oliver Rubber Company into the Plan, to reflect the change of its name to the Cooper Tire & Rubber Company Spectrum Investment Savings Plan, and to establish the ESOP Feature under the Plan. The Plan is hereby amended and restated effective as of January 1, 2002 as follows: 1 ARTICLE I DEFINITIONS For the purposes of this Plan, the following words and phrases shall have the following meanings unless a different meaning is clearly required by the context: (1) "Account" of a Participant or "Participant's Account" - the then total current market value of the account in the Participant's name as determined by the Trustee representing the entire interest of a Participant in the Plan. Each account shall consist of the Non-ESOP Account and the ESOP Account. (2) "Active Participation" - the making of Participant contributions to the Plan and the right to share in the allocation of Company Contributions and ESOP Contributions, if any. (3) "Adjusted Employment Date" - the date arrived at when the Employee's prior Continuous Credited Service is subtracted, according to Section 2 of Article II, from the date on which the Employee first renders service entitling him/her to credit for an Hour of Service subsequent to a prior period of Continuous Credited Service. (4) "Adjustment Factor" - the cost of living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d) of the Code for years beginning after December 31, 1987, applied to such items and in such manner as the Secretary shall prescribe. (5) "After-Tax Dollar Contributions (ATD)" - the percentage of a Participant's Compensation contributed to the Plan which the Participant elects not to be subject to the provisions of Section 401(k) of the Code. (6) "Code" - the Internal Revenue Code of 1986, as amended to date, and as it may hereafter be amended, or any successor statute of similar purpose. (7) "Committee" - the Defined Contribution Plan Committee as established and described pursuant to Article XIV of the Plan herein. (8) "Common Stock" - common stock of Cooper Tire & Rubber Company, which is intended to be "employer securities" within the meaning of Section 409(l) of the Code, and "qualifying employer securities" within the meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to acquire and hold Common Stock, and shall be an eligible individual account plan, as that term is defined in Section 407(d)(3)(A) of ERISA. (9) "Company" - Cooper Tire & Rubber Company and any of its subsidiary corporations which adopt this Plan. (10) "Company Contributions" - contributions made by the Company pursuant to Article IV of the Plan, other than Company Salary Reduction Contributions. (11) "Company Salary Reduction Contributions" - amounts transferred to the Plan by the Company pursuant to salary reduction arrangements between the Company and Participants, also sometimes referred to herein as Pre-Tax Dollar Qualifier Contributions. 2 (12) "Compensation" - includes all payments of base salary, bonus, commissions, Company Salary Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: Company payments of deferred compensation to the Participant or to a plan of deferred compensation (other than Company Salary Reduction Contributions to this Plan), stock options (including any disqualifying dispositions therefrom), director fees, sales awards, relocation bonuses, suggestion system awards, tuition reimbursements, payments upon exercise of stock appreciation rights or in lieu of exercise of stock options, imputed income (such as, for example and not by way of limitation, the value of group life insurance coverage reportable as income), benefits accruing or payable under nonqualified retirement plans, Expatriate Income, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Salary Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of Compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time. Any cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, Code Section 401(a)(17) annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. (13) "Continuous Credited Service" - the number of years aggregated under the provisions of Article II, Section 2, except that Continuous Credited Service prior to January 1, 1976, shall be calculated from the most recent Employment Date. (14) "Controlled Group" - means the Company and any and all other corporations, trades and/or businesses, the employees of which together with Employees of the Company are required, by the first sentence of Subsection (b) or Subsection (c) of Section 414 of the Code to be treated as if they were employed by a single employer. Each corporation or unincorporated trade or business that is or was a member of the Controlled Group shall be referred to herein as an "Controlled Group Member" or a "Controlled Company", but only during such period as it is or was such a member. Controlled Group also includes any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code. (15) "Current Earnings" - net income before federal income taxes of the Company for its current fiscal year and before deducting any Company Contributions or ESOP 3 Contributions to this Plan for such fiscal year determined on the basis of generally accepted accounting principles. (16) "Designated Beneficiary" - the beneficiary chosen by the Participant, in accordance with the provisions of Article X herein, to receive, upon the Participant's death, any benefit payable under this Plan by reason of the Participant's death. (17) "Employee" - any employee of the Company except, one whose terms and conditions of employment are determined through collective bargaining where the issue of retirement benefits has been a bona fide subject of such collective bargaining and where such collective bargaining has not resulted in an agreement to include such employee among those eligible for participation in this Plan. To the extent required by Section 414(n) of the Code, the term "Employee" includes any person who is a "leased employee" of the Company or any other Controlled Group Member. For purposes of this Subsection, a "leased employee" means any person who, pursuant to an agreement between the Company or a Controlled Group Member and any other person ("leasing organization"), has performed services for the Company or Controlled Group Member on a substantially full-time basis for a period of at least one year, and such services are performed under primary direction or control of the Company or Controlled Group Member. Contribution or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the Company or a Controlled Group Member will be treated as provided by the Company or Controlled Group Member. A leased employee will not be considered an Employee of the Company or a Controlled Group Member, however, if (1) leased employees do not constitute more that 20% of the Company's or Controlled Group Member's non-highly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code) and (2) such leased employee is covered by a money purchase pension plan maintained by the leasing organization that provides (i) a non-integrated employer contribution rate of at lease 10% of compensation, (ii) immediate participation and (iii) full and immediate vesting. All personal and relative pronouns, singular or plural, and words "person", "participant", and "employee" shall refer to both male and female employees equally. The term "Employee" shall include any U.S. citizen employed by foreign affiliates, as defined in Section 3121(l)(6) of the Code, for which the Company has entered into a Code Section 3121(l) agreement with the Internal Revenue Service. (18) "Employment Date" - the date on which the Employee first completes an Hour of Service in the employ of the Company, whether or not that service is performed as an Employee. (19) "ESOP Account" - shall include all amounts in the Participant's Account that are transferred to the ESOP Account pursuant to Section 3 and Section 5 of Article V. The ESOP Account shall be established under the ESOP Feature of the Plan. The ESOP Account shall consist of an After-Tax Dollar Contributions subaccount which will reflect the amount of After-Tax Dollar Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Pre-Tax Dollar Qualifier Contributions subaccount which will reflect the amount of Pre-Tax Dollar Qualifier Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of 4 Transfer Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Company Contributions subaccount which will reflect the amount of Company Contributions in the ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto, an ESOP Contributions subaccount which will reflect the amount of ESOP Contributions in the ESOP Account made pursuant to Article XVIII herein and allocated earnings attributable thereto, and a Prior Plan Contributions subaccount which will reflect the amount of Prior Plan Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto. (20) "ESOP Contributions" - are the discretionary contributions made by the Company pursuant to Section 3 of Article XVIII. (21) "ESOP Feature" - is the portion of the Plan described in Article XVIII. The ESOP Feature consists of the ESOP Account. (22) "Expatriate Income" - includes all payments of foreign service allowances, foreign housing allowances (net of amounts deducted from pay) and foreign living expenses (net of amounts deducted from pay), and any Employee income taxes paid by the Company (net of hypothetical income taxes which may have been deducted from pay) paid to any Employee included in this Plan by way of Section 3121(l). (23) "Full-Time Employee" - an Employee whose position normally requires a work week of at least forty (40) hours. (24) "Highly Compensated Employee" - The term Highly Compensated Employee includes highly compensated active employees and highly compensated former employees. For a particular Plan Year, a highly compensated active Employee means any Employee who: (i) was a 5-percent owner at any time during the current or the preceding Plan Year or (ii) for the preceding Plan Year received Compensation from the Company in excess of the amount in effect for such Plan Year under Section 414(q)(1)(B) of the Code and was in the top-paid group of Employees for such preceding Plan Year. A highly compensated former employee includes any employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the employer during the determination year, and was a highly compensated active employee for either the separation year or any determination year ending on or after the employee's 55th birthday. The determination of who is a Highly Compensated Employee, including the determination of the number and identity of employees in the top-paid group, and the compensation that is considered, will be made in accordance with Section 414(q) of the Code and the regulations thereunder. (25) "Hour of Service" - each hour for which an Employee is paid, or entitled to payment, by the Company and/or any Controlled Group Member for the performance of duties or on account of a period of time during which no duties are performed due to vacation, holiday, jury duty, military duty or funeral absence. An Hour of Service also includes 5 each hour for which an Employee is not paid, or not entitled to payment, on account of a period of time during which the Employee continues to accrue Continuous Credited Service while under an approved Leave of Absence for illness, incapacity or disability, military duty or personal reasons. Each hour for which an Employee is paid back pay, regardless of mitigation of damages, except for hours previously credited for the same period, or severance pay. Hours of Service shall not be credited due to payments received by an Employee from a plan maintained for the sole purpose of complying with applicable worker's or unemployment compensation laws, complying with disability insurance laws, or reimbursement of medical or medically related expenses. Such hours shall be credited as specified in Title 29, Code of Federal Regulations, ss.2530.200-2(b) and (c). Hours of Service performed at premium rates (such as holiday pay overtime or shift differential) shall be credited as single hours of service, regardless of the rate of compensation in effect for such service. If an Employee is absent from work for any period which commences on or after January 1, 1985 (a) by reason of the pregnancy of the Employee, (b) by reason of the birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (d) for purposes of caring for any such child for a period beginning immediately following such birth or placement, and, (e) the Employee (if classified by the Company as a Part-Time Employee) shall receive credit for Hours of Service (solely for the purpose of determining whether he/she has incurred a Severance Date for purposes of participation and determining his/her Vested interest) equal to: (i) the number of Hours of Service which otherwise would normally have been credited to him/her but for the absence, or (ii) if the number of Hours of Service under clause (i) is not determinable, eight (8) Hours of Service per normal work day of the absence, except that no more than 501 Hours of Service shall be credited under this paragraph by reason of the absence. The Hours of Service shall be credited: (A) in the twelve (12) Consecutive Month Period in which the absence from work begins, if the Participant would be prevented from incurring a Severance Date in such Period, or 6 (B) in the immediately following twelve (12) Consecutive Month Period. (1) The Employee (if classified by the Company as a Full-Time Employee) shall not, solely by reason of such absence, be considered to have incurred a Severance Date for purposes of participation and for determining his/her Vested interest until the expiration of the consecutive twenty-four (24) month period commencing on the first day of the absence. (2) No credit will be given pursuant to this paragraph unless the Employee furnishes information to establish that the absence is for the reasons referred to in paragraphs (a), (b), (c) and (d) of this Section and the number of days for which there was such an absence. (3) If an Employee is absent from work for any period for any reasons referred to in subparagraphs (a), (b), (c) and (d) of this subsection, and such period includes the last day of the Plan Year, the Employee shall be deemed to be employed on such date for purposes of Section 3, Article II. (26) "Investment Option" - one of those forms of investments which are available to a Participant to invest his/her contributions, Company Salary Reduction Contributions, Vested Company Contributions, Transfer Contributions, Prior Plan Contributions and related earnings under the Plan. (27) "Leave of Absence" - leave of absence granted by law, the Company due to illness or injury, required U.S. Military Service, or other special leave of absence set forth in the Company leave of absence policies, under which all Employees in similar circumstances shall be treated alike. (28) "Non-ESOP Account" - shall include all Participant Contributions, Company Contributions, and Transfer Contributions made to the Plan pursuant to Articles III and IV of the Plan; EXCEPT THAT the Non-ESOP Account shall not include any portion of such contributions transferred to the Participant's ESOP Account pursuant to Section 3 and Section 5 of Article 5. The Non-ESOP Account shall be established under the Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of an After-Tax Dollar Contributions subaccount which will reflect the amount of After-Tax Dollar Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Pre-Tax Dollar Qualifier Contributions subaccount which will reflect the amount of Pre-Tax Dollar Qualifier Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Company Contributions subaccount which will reflect the 7 amount of Company Contributions in the Non-ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto, and a Prior Plan Contributions subaccount which will reflect the amount of Prior Plan Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto. (29) "Non-ESOP Feature" - is the portion of the Plan (a) which is not included within the ESOP Feature, (b) which is intended to qualify as a profit sharing plan under Code Section 401(a), and (c) which includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k). The Non-ESOP Feature consists of the Non-ESOP Account. (30) "Non-Highly Compensated Employee" - an Employee of the Employer who is not a Highly Compensated Employee. (31) "Normal Retirement Date" - the later of the day the Participant attains age sixty-five (65) or the 5th anniversary of the time a Plan Participant commenced participation in the Plan. However, the Normal Retirement Date for Employees employed in the capacity of pilot, as required by Corporate Policy C01-3 (Aircraft Usage, Flight Crew Member Training and Development) shall be the later of the day such Employee attains age sixty (60) or the completion of five years of Plan participation. (32) "Participant" - any person who has been admitted to participation in this Plan pursuant to the provisions of Article II. The term "Participant" shall include active Participants (those currently eligible to share in Company Contributions and ESOP Contributions, if any), inactive Participants (those individuals who are employed by the Company and have been active Participants but are not now eligible to share in Company Contributions or ESOP Contributions), and any former Employee who has an Account under the Plan. (33) "Participant Contributions" - the aggregate of all After-Tax Dollar Contributions and Pre-Tax Dollar Qualifier Contributions. (34) "Participant Loan" - the total amount outstanding of a loan provided for in Article VII. (35) "Part-Time Employee" - an Employee whose position normally requires a work week of less than forty (40) hours. (36) "Plan" - the Spectrum Investment Savings Plan as set forth herein, and as it may be modified or amended from time to time. The Plan consists of the ESOP Feature and the Non-ESOP Feature. (37) "Plan Year" - except as otherwise provided herein, a Plan Year shall be the calendar year beginning January 1 and ending December 31. (38) "Pre-Tax Dollar Qualifier Contribution (PDQ)" - the percentage of a Participant's Compensation which the Company contributes to the Plan pursuant to a salary reduction agreement, under which a Participant elects to forego a percentage of such Compensation and under which an Employee agrees to have his/her Compensation reduced for purposes 8 of the Plan, also sometimes referred to herein as a Company Salary Reduction Contribution. (39) "Prior Plans" - the Profit-Sharing Plan of Oliver Rubber Company, The Standard Products Company Individual Retirement and Investment Trust Plan, The Standard Products Company Money Purchase Pension Plan and Trust for Hourly Employees, and the Siebe Automotive Employees' Profit Sharing Plan. (40) "Prior Plan Contributions" - contributions made to a Prior Plan by or with respect to a Participant. (41) "Return on Invested Capital" or "ROIC" - earnings before interest and income taxes (EBIT) of the Company for the most recently completed calendar year, as reported in the Company's audited financial statements for such year, divided by the average of the Company's invested capital over the five consecutive calendar quarters ending with the final calendar quarter of the calendar year in question. For purposes of this Section, "invested capital" shall mean long-term debt plus shareholder's equity as of the end of each such quarter. (42) "Severance Date" - the earliest of (a) the date on which the Employee retires, dies, quits, or is discharged or (b) the date on which the Employee ceases to accrue Continuous Credited Service in accordance with the Company's policies for Leave of Absence; but in no event shall the Severance Date, as defined in (b), be earlier than the first anniversary of the first day of a period throughout which the Employee remains absent, with or without pay, from the service of the Company by reason of the absence. (43) "Severance Period" - (a) each twelve (12) consecutive month period beginning on a Part-Time Employee's Employment Date or Adjusted Employment Date or any anniversary thereof if less than five hundred (500) Hours of Service are completed in that period, or (b) for a Full-Time Employee, the period of time between the Employee's Severance Date and the date on which he again performs an Hour of Service. (44) "Spouse" - the person to whom the Participant is married to at the relevant time. (45) "Total and Permanent Disability" - a condition of a Participant as the result of bodily injury or disease from an unavoidable cause which prevents such Participant from being physically or mentally able to meet his/her present job requirements as the same existed at the time of the Participant's cessation of service due to such condition and which disability will (in the opinion of a qualified physician designated by the Committee) presumably be permanent and continuous during the remainder of his/her life. Such condition shall be deemed to have resulted from an unavoidable cause unless it: (a) was contracted, suffered or incurred while the Participant was engaged in, or resulted from having engaged in, a felonious enterprise, or (b) resulted from drunkenness or hallucinogenic and/or narcotic drugs not prescribed by a qualified physician for treatment of a condition, or 9 (c) resulted from an intentional self-inflicted injury or self-induced sickness. (46) "Transaction Period" - a period described in Article XV herein during which certain rules and regulations, as established by the Committee and the Trustee, shall govern all transactions relating to securities. (47) "Transactions" - all purchases, sales, redemptions or other dispositions of securities by the Trustee under the Plan. (48) "Transfer Contributions" - those amounts transferred to the Plan on behalf of an Employee from another plan qualified under Section 401(a) of the Code as described in Article III, Section (9). (49) "Trustee" - the Trustee or Trustees designated by the Company as provided herein. (50) "Unvested" - that portion of a Participant's Account balance which is not Vested pursuant to Article VI herein. (51) "Vested" - that portion of a Participant's Account balance to which he/she has a nonforfeitable right pursuant to Article VI herein. 10 ARTICLE II ELIGIBILITY AND PARTICIPATION SECTION 1. ELIGIBILITY Any salaried Employee of the Company is eligible to participate in the Plan. Notwithstanding the foregoing, no Employee who serves only as a leased employee as defined in Section 414(n) of the Code shall be covered by the Plan or deemed to be a Participant. SECTION 2. CONTINUOUS CREDITED SERVICE (a) Continuous Credited Service for purposes of computing eligibility shall be determined as follows: (i) Each person who is considered a Part-Time Employee and each other person in the employ of the Company or of a Controlled Group who is not considered a Full-Time Employee shall be credited with one (1) year of Continuous Credited Service upon completion of 1,000 Hours of Service during any period of twelve (12) consecutive months beginning with that person's Employment Date or Adjusted Employment Date, or any anniversary thereof. (ii) Employees who are considered Full-Time Employees shall have their Continuous Credited Service determined as the period of time (as computed to completed 1/12ths of a year) between the Employee's Employment Date or Adjusted Employment Date and the Employee's most recent Severance Date. (iii) Years of Continuous Credited Service before any Severance Period shall be disregarded for Nonvested Participants, if the number of years within such Severance Period equals or exceeds the greater of: (A) five (5); or (B) the aggregate number of years of Continuous Credited Service before such Severance Period. (iv) For purposes of eligibility and vesting, Continuous Credited Service shall include continuous credited service, as that term is defined herein, of Employees with corporations or other entities that have been acquired by or merged into the Company, such that they become a part of the Company or are subsidiaries of the Company that are part of the Controlled Group, provided that such Employees were employed by the acquired or merged entity immediately prior to the acquisition or merger, and are Employees of the Company or an entity which is a part of the Controlled Group immediately after the acquisition or merger. 11 (b) Continuous Credited Service prior to January 1, 1976, shall not be subject to any adjustment under this Section 2. (c) Any person who incurs a Severance Period after January 1, 1976, shall have Continuous Credited Service restored on the following basis: (i) A Participant who before the Severance Date was Vested will for all purposes have pre-Severance Period and post- Severance Period Continuous Credited Service aggregated to create an Adjusted Employment Date. (ii) A Participant who before the Severance Date was Unvested will have Continuous Credited Service restored on the following basis to create an Adjusted Employment Date: (A) If the Severance Period is less than the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall be aggregated with any Continuous Credited Service after the Severance Period to create an Adjusted Employment Date for all purposes. Such aggregation of Continuous Credit Service shall not include any period of time during the Severance Period. (B) If the Severance Period equals or exceeds the greater of five (5) years or the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall not be aggregated and the Employee shall become a Participant as specified in Section 3 of this Article. SECTION 3. PARTICIPATION An Employee described in Section 1 will become a Participant in the Plan upon satisfaction of all the following requirements: (a) receipt by the Committee of a completed application, (b) agreement to an appropriate payroll deduction from his/her Compensation, (c) agreement to accept a reduction of his/her Compensation equal to the whole percentage of his/her compensation per payroll period he/she elects to have contributed by the Company as a Pre-Tax Dollar Qualifier Contribution, if any. A Participant shall cease to be eligible to make contributions to the Plan and to share in Company Contributions or ESOP Contributions under the Plan when he/she is no longer an Employee due to: resignation, termination, retirement, death, Total and Permanent Disability, or otherwise ceasing to be an Employee, or Participant's voluntary election to suspend Participation pursuant to Article VII hereof. Participation in the Plan will cease when the Employee or former Employee no longer has an Account under the Plan. A Participant who voluntarily ceases Active 12 Participation from this Plan while still an Employee accumulating Continuous Credited Service shall be ineligible to resume Active Participation for a period of twelve (12) months from the date Active Participation last ceased. Notwithstanding the above paragraph, a Participant who retires under the Company's Salaried Employee's Retirement Plan may elect to continue to be a Participant in the Plan and maintain an Account until the earlier of the date he/she withdraws the balance in his/her Account or April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. After the effective date of such retirement, such a Participant shall not be entitled to make contributions to the Plan or share in the allocation of Company Contributions or ESOP Contributions. Participation in the Plan by eligible Employees shall be voluntary. 13 ARTICLE III PARTICIPANTS' CONTRIBUTIONS SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX DOLLAR QUALIFIER CONTRIBUTION AND AFTER-TAX DOLLAR CONTRIBUTION An Active Participant may make either a Pre-Tax Dollar Qualifier Contribution or an After-Tax Dollar Contribution, or both, in accordance with the following amounts: (a) An Active Participant may agree to have contributed on his behalf as a Pre-Tax Dollar Qualifier Contribution for a Plan Year an amount, at his election, not to exceed the lesser of (i) 15% of his/her Compensation or (ii) the dollar limitation in effect for such Plan Year under Section 402(g) of the Code. To have a Pre-Tax Dollar Qualifier Contribution contributed on his behalf, a Participant shall enter into a written salary reduction agreement with the Company which shall provide a reduction in the Participant's Compensation equal to any whole percentage per pay period which he elects to have contributed on his/her behalf as a Pre-Tax Dollar Qualifier Contribution. Such reduction in Compensation must be made at the time the Participant would normally receive his/her Compensation from the Company. The Company may amend or revoke its salary reduction agreement with any Participant at any time, if the Company determines that such revocation or amendment is necessary to insure that contributions by or on behalf of a Participant for any Plan Year will not exceed the limitations of Code Sections 415, and 402(g) or to insure that the discrimination tests of Section 401(k) of the Code are met for such Plan Year. (b) An Active Participant may agree to contribute as an After-Tax Dollar Contribution an amount, at his/her election, equal to up to sixteen percent (16%) of his/her Compensation subject to the limitations imposed by this Plan. In no event, however, shall the aggregate of After-Tax Dollar Contributions and Pre-Tax Dollar Qualifier Contributions, to which Company Contributions, if any, are allocated, exceed six percent (6%) of a Participant's Compensation. Pre-Tax Dollar Qualifier Contributions and After-Tax Dollar Contributions shall be fully Vested and nonforfeitable at all times. SECTION 2. MAXIMUM AGGREGATE CONTRIBUTION (a) In no event shall the aggregate of contributions made by or on behalf of a Participant exceed sixteen percent (16%) of his/her Compensation. Contributions made by or on behalf of a Participant are the total of Pre-Tax Dollar Qualifier Contributions and After-Tax Dollar Contributions subject to the following limitations, 14 (b) ACP Test (i) The Average Contribution Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Participants who are Non-highly Compensated Employees for the Plan Year multiplied by 1.25; or (ii) The Average Contribution Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Participants who are Non-highly Compensated Employees for the Plan Year multiplied by two (2), provided that the Average Contribution Percentage for Participants who are Highly Compensated Employees does not exceed the Average Contribution Percentage for Participants who are Non-highly Compensated Employees by more than two (2) percentage points or such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Employee. (c) ADP Test (i) The Actual Deferral Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Actual Deferral Percentage for Participants who are Non-highly Compensated Employees for the Plan Year multiplied by 1.25; or (ii) The Actual Deferral Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Actual Deferral Percentage for Participants who are Non-highly Compensated Employees for the Plan Year multiplied by two (2), provided that the Actual Deferral Percentage for Participants who are Highly Compensated Employees does not exceed the Actual Deferral Percentage for Participants who are Non-highly Compensated Employees by more than two (2) percentage points or such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Employee. (d) Definitions. For purposes of this Section, the following definitions shall apply: (i) "Average Contribution Percentage" - shall mean the average (expressed as a percentage) of the Contribution Percentages of the Participants in a group. (ii) "Actual Deferral Percentage" - shall mean the average (expressed as a percentage) of the Deferral Percentages of the Participants in a group. (iii) "Contribution Percentage" - shall mean, for a specified group of Employees entitled to make After-Tax Dollar Contributions for a Plan 15 Year, the average of the ratios (calculated separately for each Employee in such group) of (A) the sum of the After-Tax Dollar Contributions made to the Plan by or on behalf of an Employee and the Company Contributions made to the Plan on behalf of the Employee for the Plan Year to (B) the Employee's Compensation for the Plan Year. (iv) "Deferral Percentage" - shall mean, for a specified group of Employees entitled to make Pre-Tax Dollar Qualifier Contributions for a Plan Year, the average of the ratios (calculated separately for each Employee in such group) of (A) the amount of Pre-Tax Dollar Qualifier Contributions actually made to the Plan for each such Employee for such Plan Year to (B) the Employee's Compensation for such Plan Year. (v) "Excess Aggregate Contributions" - shall mean, with respect to any Plan year, the excess of -- (A) the aggregate amount of the matching contributions and employee contributions (and any qualified nonelective contribution or elective contribution taken into account in computing the contribution percentage) actually made on behalf of Highly Compensated Employees for such Plan Year, over (B) the maximum amount of such contributions permitted under the limitations of Subsection (b) of this Section (determined by reducing contributions made on behalf of highly compensated employees in order of their Contribution Percentages beginning with the highest of such percentages). (vi) "Excess Deferrals" -- shall mean, with respect to any Plan year, the excess of -- (A) the amount of Pre-Tax Dollar Qualifier Contributions actually made on behalf of Highly Compensated Employees for such Plan year, over (B) the maximum amount of such contributions permitted under the limitations of Subsection (c) of this Section (determined by reducing contributions made on behalf of highly compensated employees in order of their Deferral Percentages beginning with the highest of such percentages). (vii) In the event that Excess Aggregate Contributions are made to the Trust for any Plan Year, then, prior to March 15 of the following Plan Year, such Excess Aggregate Contributions (and any income allocable thereto) shall be forfeited (if forfeitable) and applied to reduce future Company Contributions or (if not forfeitable) shall be distributed to the eligible Highly Compensated Employees on the basis of the respective portions of 16 the Excess Aggregate Contributions made by or on behalf of such eligible Highly Compensated Employees. (viii) In the event that Excess Deferrals are made to the Trust for any Plan Year, then, prior to March 15 of the following Plan Year, (A) such Excess Deferrals (and any income allocable thereto) shall be distributed to the eligible Highly Compensated Employees on the basis of the amount of Pre-Tax Dollar Qualifier Contributions made by or on behalf of such eligible Highly Compensated Employees. (e) To the extent required by the Code and Treasury Regulations, the limitations set forth in Section 2 shall be applied separately to each of the Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying this Section 2 for any Plan Year in which (i) the ESOP Feature is maintained, and (ii) the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are not satisfied, a single Average Contribution Percentage and a single Actual Deferral Percentage will be calculated for the group of eligible Employees who are Highly Compensated Employees and a single Average Contribution Percentage and a single Actual Deferral Percentage will be calculated for the group of eligible Employees who are Non-Highly Compensated Employees for the Plan Year, notwithstanding the existence of the ESOP portion of the Plan and the disaggregation rules of Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact that, notwithstanding the ESOP, all Pre-Tax Dollar Qualifier Contributions made in such Plan Year are allocated to the Pre-Tax Dollar Qualifier Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Pre-Tax Dollar Qualifier Contributions that are invested in Common Stock) and such account is not part of the ESOP, all After-Tax Dollar Contributions made in such Plan Year are allocated to the After-Tax Dollar Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any After-Tax Dollar Contributions that are invested in Common Stock) and such account is not part of the ESOP, and all Company Contributions made in such Plan Year are allocated to the Company Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Company Contributions that are invested in Common Stock) and such account is not part of the ESOP. SECTION 3. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS All contributions made by or on behalf of a Participant are subject to the limitations imposed by Section 401(k) and Section 415 of the Code, as further set forth in Section 2 of this Article III and in Article XII hereof, respectively, but including any and all testing procedures as may be permitted by the Sections of the Code and the Treasury Regulations described in this sentence 17 and in the following sentence. Contributions are also subject to the limitations imposed by Sections 401(k)(3), 401(m) and 402(g) of the Code, and Reg. Section 1.401(m)-(2). SECTION 4. CHANGING CONTRIBUTION PERCENTAGE The contribution percentage(s) designated by a Participant shall continue in effect, notwithstanding any change in his/her Compensation, until he/she changes such contribution percentage(s). A Participant may elect, at any time, but not less than thirty (30) days from the last change in contribution percentages, to increase or decrease the contribution percentage(s) within the applicable limits to be effective as soon as practicable after receipt of notice of change. SECTION 5. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES Each Participant's payroll deduction must be made in whole multiples of one percent (1%). Each Participant's Pre-Tax Dollar Qualifier Contributions, if any, shall be in whole multiples of 1% of Compensation, subject to adjustment pursuant to Section 6 hereof. SECTION 6. METHOD OF PARTICIPANTS' CONTRIBUTIONS (a) Participants' After-Tax Dollar Contributions shall be made by a payroll deduction from Compensation for each pay period. (b) (i) Each Pre-Tax Dollar Qualifier Contribution made by the Company on behalf of a Participant shall be transferred to the Plan pursuant to the terms of a written salary reduction agreement between such Participant and the Company. A Participant's salary reduction agreement shall be modified automatically to correspond to the change in the amount of the Pre-Tax Dollar Qualifier Contributions made on his/her behalf as set forth in Section 4 hereof. (ii) The tentative salary reduction amount set forth in any salary reduction agreement shall be in any amount as the Participant shall elect, but shall be not less than 1% and not more than 15% of Compensation of such Participant. Tentative salary reductions shall become final, and then shall constitute Pre-Tax Dollar Qualifier Contributions, only after the Company or the Committee has made such adjustments thereto as they (or either of them) deem necessary to maintain the qualified status of this Plan or to maintain the status of any portion of this Plan as a qualified cash or deferred arrangement under Section 401(k) of the Code. (iii) All amounts withheld pursuant to a salary reduction agreement and thereafter contributed to the Plan as Pre-Tax Dollar Qualifier Contributions shall be so delivered only if the Company in good faith believes that such amounts do not exceed the amounts permissible pursuant to the limitations hereinabove set forth. If any amount shall be withheld from the Compensation of a Participant pursuant to a salary 18 reduction agreement which exceeds the maximum amount permissible pursuant to Section 2(b), 2(c) and 3 hereof, and if such amount is contributed to the Plan as a Pre-Tax Dollar Qualifier Contribution by way of a mistake of fact, it shall be refunded, along with any income or loss related thereto, to the Company and shall thereafter be paid as promptly as practicable (subject, however, to the withholding of taxes and other amounts as though such amount were current Compensation), but no later than 2 1/2 months after the last day of the Plan Year in which such excess amounts arose, by the Company to the Employee from whose Compensation such amount was obtained pursuant to a salary reduction agreement. (iv) The maximum amount of such contributions is limited under Section 401(k)(3) determined by reducing contributions made on behalf of Highly Compensated employees in order of their contribution percentages beginning with the highest of such percentages. SECTION 7. CREDITING OF CONTRIBUTION AMOUNTS Participants' After-Tax Dollar Contributions shall be transferred by the Company to the Trustee as soon as practicable, but not less frequently than each pay date. All payments so made by the Company shall be reported to the Committee. All such contributions shall be appropriately credited to the Account of each Participant by the Trustee. SECTION 8. VETERANS Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and Continuous Credited Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. "Qualified military service" means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. SECTION 9. TRANSFER CONTRIBUTIONS The Trustee is authorized to accept on behalf of a Participant, and hold as part of a Participant's Account, assets from a trustee of another plan qualified under Section 401(a) of the Code, provided that such other plan permits such a transfer and provided that the Committee approves such transfer from such other plan. All amounts so transferred to a Participant's Account shall be referred to herein as "Transfer Contributions." SECTION 10. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE When transmitted to the Plan pursuant to this Article III, the Participant Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and 19 Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature to the ESOP Feature. 20 ARTICLE IV COMPANY CONTRIBUTIONS SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS The Company shall contribute to the Trustee out of Current Earnings for that fiscal year or, at its discretion as set forth below out of its accumulated earnings, in cash or in its treasury or authorized but unissued Common Stock the value of which shall be computed at the applicable fair market value on the date of contribution by the Company, an amount equal to (a) the lesser of: (i) fifty percent (50%) of all Participant Contributions which represent up to six percent (6%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1), or (ii) an amount equal to fifteen percent (15%) of the Company's Current Earnings for such year in excess of ten percent (10%) of the stockholder's equity of the Company at the beginning of such year, and (b) in addition, when (a)(i) above applies and Return On Invested Capital (ROIC) equals or exceed 15%, an additional Company Contribution which when aggregated with (a)(i) above equals the Contribution Percentage determined under this paragraph (b) of all Participant Contributions which represent up to six percent (6%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1). The "Contribution Percentage" under this paragraph (b) shall be the percentage set forth in column B below that corresponds to the ROIC for such fiscal year, equal to or in excess of 15%, set forth in Column A below. For ROIC levels that are not a whole percentage, the Contribution Percentage shall be determined by linear interpolation between the appropriate percentages in column B. A B ---- ----- ROIC ---- 15% 66.7% 16% 70.03% 17% 73.36% 18% 76.69% 19% 80.02% 20% 83.35% 21% 86.68% 22% 90.01% 23% 93.34% 24% 96.67% 25% or greater 100% 21 The Company's Board of Directors may, at its discretion, waive the limitations in paragraph (b) above and contribute to the Trustee out of Current Earnings for that fiscal year or its accumulated earnings an amount not to exceed the limitations in paragraph (a) above. The Company will not match, nor allocate its contributions to, any portion of Participant Contributions, if any, which (i) represent an amount in excess of six percent (6%) of a Participant's Compensation during each Plan Year or (ii) are withdrawn by the Participant during the Plan Year in which the Participant Contributions were made to the Plan. Company Contributions, After-Tax Dollar Contributions and Pre-Tax Dollar Qualifier Contributions will be subject to the nondiscrimination test pursuant to Sections 401(m)(2) and 401(k)(3) of the Code and described in Section 2 of Article III. SECTION 2. COMPANY SALARY REDUCTION CONTRIBUTIONS The Company shall contribute with respect to each Plan Year the aggregate of the Company Salary Reduction Contributions for such Plan Year, as determined pursuant to salary reduction agreements in force between the Company and Participants in the Plan. Company Salary Reduction Contributions shall be fully Vested and nonforfeitable at all times. SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS The Company Contributions for each fiscal year shall be allocated by the Trustee to each Participant's Account in proportion to each Participant's After-Tax Dollar Contributions and the Pre-Tax Dollar Qualifier Contributions made on his/her behalf up to an aggregate contribution thereof of six percent (6%) of a Participant's Compensation for such year. If a Participant or Designated Beneficiary becomes entitled to distribution of his/her Account under the Plan as a result of the Participant either retiring from the Company under one of its retirement programs (except a deferred Vested pension), suffering a Total and Permanent Disability or dying and either such Participant has made After-Tax Dollar Contributions or Pre-Tax Dollar Qualifier Contributions have been made on his/her behalf to which Company Contributions, if any, are allocated in the year in which such event (retirement, Total and Permanent Disability, or death) occurred, such Participant shall be entitled to share in the Company Contribution which it may make with respect to such year, as herein provided, as if such event had not occurred. There shall be directly and promptly allocated to the Pre-Tax Dollar Qualifier Contributions subaccount of each Participant the Company Salary Reduction Contributions, as set forth in Section 2 hereof. Company Contributions will be allocated to the Participant only if the Participant is employed on the last day of the Plan Year, except in the case of retirement, Total and Permanent Disability or death. SECTION 4. REPORTING THE CONTRIBUTIONS The Company Contributions and Company Salary Reduction Contributions shall be reported to the Committee by the Company. 22 SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS To the extent that the deductibility thereof is subsequently denied, each Company Contribution and each Company Salary Reduction Contribution made by the Company pursuant to the provisions of Article IV hereof is hereby made expressly contingent upon the deductibility thereof for Federal income tax purposes for the year with respect to which such contribution is made. Each such contribution is further contingent upon the maintenance of qualified status by the Plan for the year with respect to which such contribution is made, to the extent that the loss of qualified status would deprive the Company of the deduction taken for such contribution. SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS All contributions made by the Company are made for the exclusive benefit of the Participants and their beneficiaries, and such contributions shall not be used for nor diverted to purposes other than for the exclusive benefit of the Participants and their beneficiaries, including the costs of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, refunds of Company Contributions shall be made to the Company under the following circumstances and subject to the following limitations, to the extent that such refunds do not, in themselves, deprive the Plan of its qualified status: (a) To the extent that a Federal income tax deduction is disallowed for any Company Contribution, the Trustee shall refund to the Company the amount so disallowed within one (1) year of the date of such disallowance. (b) In the case of a contribution, or for any Company Salary Reduction Contribution, which is made in whole or in part by reason of a mistake of fact, so much of the Company Contribution as is attributable to the mistake of fact shall be returnable to the Company upon demand, upon presentation of evidence of the mistake of fact to the Trustee and of calculations as to the impact of such mistake of fact. Demand and repayment must be effected within one (1) year after the last installment payment of the contribution to which the mistake applies. In the event that any refund of amounts contributed under Section 1 hereof is paid to the Company, such refund shall be made without interest and shall be deducted from among the Company Contributions subaccounts of Participants only to the extent that the amount of the refund can be identified to specific Participants (as in the case of certain mistakes of fact). Refunds of amounts contributed pursuant to Section 2 hereof (relating to contributions attributable to salary reduction) are treated at Section 6 of Article III. Notwithstanding any other provision of this Section 6, no refund shall be made to the Company which is specifically chargeable to the Account of any Participant in excess of one hundred percent (100%) of the amount in such Account, nor shall a refund be made by the Trustee of any funds, otherwise subject to refund hereunder, which have been distributed to Participants and/or beneficiaries. In the case that such distributions become refundable, the Company shall have a claim directly against the distributees to the extent of the refund to which it is entitled. All refunds pursuant to this Section 6 shall be limited in amount, circumstance and timing to the provisions of Section 403(c) of the Employee Retirement Income Security Act of 1974, as 23 amended, and no such refund shall be made if, solely on account of such refund, the Plan would cease to be a qualified Plan pursuant to Section 401(a) of the Code. SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS Each Company Contribution shall be sent to the Trustee as promptly as practicable following the determination of the amount thereof, and, in any event, on or before the date established by law (including any extension thereof) for the filing of the Company's federal income tax return for the taxable year with respect to which such Company Contribution is made. Contributions made pursuant to Section 2 hereof shall be made no later than the date specified in the preceding sentence, and shall be made at such earlier dates as may be practicable provided, however, that no salary reduction amount shall be held by the Company without contributing same to the Plan for a period longer than the longest period that is permissible under regulations published under Section 401(k) of the Code, and, in any event, amounts contributed under Section 2 hereof with respect to any Plan Year shall be deemed credited to the Pre-Tax Dollar Qualifier Contributions subaccount of the Participant not later than the last day of such Year. SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE When transmitted to the Plan pursuant to this Article IV, the Company Contributions and Company Salary Reduction Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature to the ESOP Feature. 24 ARTICLE V INVESTMENT OF CONTRIBUTIONS SECTION 1. INVESTMENT OF FUNDS Except for Unvested Company Contributions and, subject to Section 4 of Article XVIII, ESOP Contributions attributable to a Participant's Contributions made after June 30, 1984, the amounts in a Participant's Account may be invested on behalf of such Participant in one or more of the following Investment Options, at the Participant's discretion: (a) Option A: Cash with Interest. - Cash will be invested in a fixed income account with a bank, insurance company, or an investment adviser registered under the Investment Advisers Act of 1940. (b) Option B: Mutual Fund(s). - Cash will be invested in one or more mutual funds approved by the Committee and made available to Participants. (c) Option C: A fund comprising a pooled account of Common Stock of the Company. The amounts credited to a Participant's Account from, subject to Section 4 of Article XVIII, ESOP Contributions and Unvested Company Contributions attributable to contributions made by or on behalf of Participants after June 30, 1984, shall be invested in the Common Stock fund. SECTION 2. INSTRUCTIONS TO THE TRUSTEE A Participant will instruct the Trustee as to the manner in which his/her contributions in his/her Account, other than Company Contributions and ESOP Contributions, shall be invested in any one or more of the Investment Options in such proportions as he/she sees fit, except that the amounts so specified shall be in whole multiples of one percent (1%). A Participant may likewise instruct the Trustee with respect to the retention or investment of the Vested portion of the Company Contributions subaccount and, pursuant to Section 4 of Article XVIII, the ESOP Contribution subaccount allocated to his/her Account, subject to the same limitations as apply to the investment of the contributions in his/her Account other than Company Contributions. Investment instructions with respect to the contributions in his/her Account, other than Company Contributions and ESOP Contributions, and with respect to the Vested portion of the Company Contributions and, pursuant to Section 4 of Article XVIII, the ESOP Contribution subaccount may be different, both as to the kind of investment and as to the relative amounts to be invested in such investments. Subject to Section 4 of Article XVIII, ESOP Contributions subaccount and the Unvested portion of the Company Contributions subaccount attributable to contributions made after June 30, 1984, shall remain invested in the Common Stock fund. SECTION 3. TRANSFER TO THE ESOP FEATURE Any amount of the Participant's Non-ESOP Account invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the contributions comprising such amounts invested in the 25 Common Stock fund were made to the Plan. Notwithstanding the foregoing, any amount in a Participant's Account that is attributable to contributions made to the Plan or a Prior Plan prior to January 1, 2002 and that is invested in the Common Stock fund on December 31, 2001 shall be transferred to the Participant's ESOP Account on January 1, 2002. SECTION 4. TRUSTEE OPTIONS The Trustee is authorized to purchase treasury or authorized but unissued Common Stock of and from the Company, if offered by it, at the applicable fair market value. SECTION 5. CHANGING OF INVESTMENTS As to the investment of contributions with respect to which the Participant has investment discretion, the Participant shall have the right, at any time, to instruct the Trustee to change the amounts to be invested in any Investment Option(s) for all his/her contributions. A Participant shall instruct the Trustee with regard to the investment of any portion of the Participant's Account attributable to Transfer Contributions or Prior Plan Contributions pursuant to this Section 5. Subject to Section 10 of Article III, Section 8 of Article IV and Section 3 of this Article V, any amount that the Participant chooses to invest in the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account, subject to transfer to the Participant's ESOP Account. Any such amount invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the investments were changed into the Common Stock fund. Any amount that the Participant chooses to invest in any Investment Option(s) other than the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account. All such directions to sell or to redeem securities held in the Participant's Account or to reinvest the proceeds and all changed investment directions shall become effective during the Transaction Period, as such term is defined in Section 1 of Article XV. All such directions received and completed prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the close of the business day of receipt of such directions. All such directions received and completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the following day when both the Trustee and the New York Stock Exchange are open for business. SECTION 6. EARNINGS FROM INVESTMENTS Except as provided in Section 6 of Article XVIII, earnings from the Investment Options shall be reinvested in the Investment Option producing such earnings. SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS Any funds in the hands of the Trustee as to which the Participant has instructed the Trustee to invest in any given Investment Option but which temporarily remains uninvested may be held by the Trustee in cash. Shares of Common Stock purchased and held under Option C shall be in full 26 shares only, with no fractional shares being purchased or held. Amounts creditable to the Accounts of Participants which cannot be invested in the Option selected because such amounts are insufficient to purchase a full share of Common Stock shall be temporarily held pursuant to this Section 7 as uninvested funds for the benefit of the Account to which such amount is allocable. SECTION 8. SELECTION OF INVESTMENT OPTION The selection of an Investment Option by a Participant will be entirely the responsibility of such Participant. Neither the Trustee, the Committee, the Company, nor any of its personnel shall be empowered to advise a Participant as to the manner in which the amounts credited to any Account shall be invested. The fact that a security is available to Participants for investment under this Plan shall not be construed as a recommendation for the purchase of that security, nor shall the designation of any Investment Option impose any liability on the Trustee, the Committee, the Company, or any of its personnel. 27 ARTICLE VI VESTING OF CONTRIBUTIONS SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS A Participant shall have a nonforfeitable interest in his/her Account balance to the extent that it is attributable to contributions made by him/her or on his/her behalf including (but not limited to) After-Tax Dollar Contributions, and Company Salary Reduction Contributions (but not including Company Contributions), at all times (subject to the terms and conditions of ARTICLES IX and XI), and in all assets in his/her Account attributable thereto. SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Effective January 1, 2000, Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes three (3) years of Continuous Credited Service (Article II, Section 2). For Participants with three (3) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account. Notwithstanding the foregoing, a Participant shall at all times be Vested in any earnings and dividends paid on the investments of Unvested Company Contributions and ESOP Contributions held in the Participant's Account. Full (100%) vesting shall also occur upon attainment of the Participant's Normal Retirement Date. Should a Participant terminate participation in the Plan by reason of any of the following, all Company Contributions and ESOP Contributions will become 100% Vested to the Participant: (a) Total and Permanent Disability (b) Death (c) Termination of the Plan, (or partial termination of the Plan if the Participant is affected thereby), or (d) Complete and final discontinuance of Company Contributions. If a Participant terminates employment at a time when his/her Company Contributions and ESOP Contributions are Unvested, those Unvested contributions shall be forfeited upon the earlier of (i) the distribution to the Participant of the Vested portion of his/her Account or (ii) the close of five consecutive Severance Periods after such termination of employment. SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest provided restoration is made prior to the attainment of five (5) years' Continuous Credited Service by the Participant. 28 SECTION 4. VESTING OF PRIOR PLAN CONTRIBUTIONS Notwithstanding any provision of this Article to the contrary, a Participant shall have a nonforfeitable interest in any portion of his or her Prior Plan Contributions subaccount derived from The Standard Products Company Individual Retirement and Investment Trust Plan or the Siebe Automotive Employees' Profit Sharing Plan. 29 ARTICLE VII PARTICIPANT LOANS SECTION 1. LOAN LIMITATIONS An Employee who is an active Participant in the Plan may request a loan from the Trust. The amount of the loan, when aggregated with the total outstanding balances of all other loans (including accrued interest thereon) taken by the Participant under this or any other qualified retirement plan sponsored by the Employer may not exceed the lesser of: (a) fifty percent (50%) of the Participant's pre-tax Vested account balance as determined as of the date the loan is requested; or (b) $50,000.00 reduced by the excess, if any, of the highest outstanding balance of loans during the twelve month period ending on the day before the date a new loan is made over the outstanding balance of such loans on the date such loan was made. Participant loans shall be considered a directed investment under the Participant's account in a manner consistent with Article V hereof. SECTION 2. ESTABLISHMENT OF LOAN PROGRAM The Plan Administrator shall establish uniform and non-discriminatory practices and policies to be followed in the administration of the loan program. Included in such policies and procedures shall be the following: (a) Loans shall be requested through the completion of an application in such form as shall be prescribed by the Plan Administrator. Such application, if received prior to January 1, 2002, shall include procurement of spousal consent in accordance with subsection (i) below. (b) Loans shall be made available to all active Participants on a reasonably equivalent basis. (c) Loans shall not be made available to highly compensated employees in a percentage amount greater than the percentage amount made available to non-highly compensated employees. (d) No loan shall be permitted in an amount less than five hundred dollars ($500.00). (e) The term of any loan shall not exceed five (5) years. Any loan shall come immediately due and payable in full in the event of default as described in Subsection (k) below. (f) Only one outstanding loan is permitted at any time. Requests for additional loans shall be denied until any outstanding loan has been repaid in full. 30 (g) The interest rate for any loan shall be determined by the Plan Administrator. The rate shall be based on the prime interest rate charged by National City Bank to its largest and most creditworthy corporate borrowers. (h) Loans shall be amortized in substantially equal payments of principal and interest over the term of the loan. Payments shall be required not less frequently than quarterly. Repayment of loans shall be by payroll deduction. A Participant may repay the outstanding balance of a loan at any time without penalty. Payments of principal and interest shall be allocated directly to and in the same proportion as the investment funds selected by the Participant for investment of his Pre-Tax Dollar Qualifier Contributions to the Plan. (i) If the Participant is married and the date a loan is made is prior to January 1, 2002, the loan shall be conditioned on the Participant first obtaining the written consent of his or her spouse to the loan not less than thirty (30) days and not more than ninety (90) days before the date of such loan. The spouse's written consent shall acknowledge an understanding of the effect such loan may have upon future benefits payable under the Plan and be sworn and subscribed before a notary public. (j) Each loan shall be evidenced by the borrower's promissory note for the amount of the principal and interest payable to the order of the Trustee. Each loan shall be secured by adequate collateral. Such collateral shall consist of the portion of the Participant's interest in the Plan from which the loan was made, reduced by repayments of principal as such repayments are made (the "Loan Account"). (k) A loan shall be deemed to be in default upon a Participant's termination of employment for any reason. In addition, a loan shall be considered in default if a Participant fails to make any payment of principal and interest when due. (l) In the event a Participant defaults on a loan for a reason other than termination of employment, such participant shall be provided a sixty (60) day period to cure such default. The sixty (60) day period shall begin as of the date of default. In the event such default is not cured within the sixty (60) day period the Plan Administrator shall report the amount of unpaid principal and interest as a "deemed distribution" as described in Internal Revenue Code Section 72(p) and Regulations promulgated thereunder, and shall deduct the unpaid loan amount from the Participant's Loan Account. (m) Notwithstanding anything to the contrary above, a Participant who is absent from active employment on an authorized leave of absence may suspend scheduled loan repayments for a period of twelve (12) consecutive months in a manner consistent with Internal Revenue Code Section 72(p) and regulations promulgated thereunder. Failure to make scheduled repayments following expiration of the twelve (12) months suspension period shall be deemed a default in accordance with subsection (k) above. Nothing in the foregoing, however, shall be construed 31 as to allow a Participant to extend the repayment term of any loan beyond five (5) years. (n) Participants performing service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) shall be permitted to suspend scheduled repayments for such period of uniformed service in a manner consistent with Internal Revenue Code Section 414(u) and Regulations promulgated thereunder. (o) The Plan Administrator may delegate to any person the administration of the participant loan program. All expenses related to the administration of the participant loan program shall be born by those Participants with outstanding loan balances. 32 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED SECTION 1. APPLICATION OF FORFEITURES All Company Contributions and ESOP Contributions forfeited in accordance with Article VI, Section 2 and Article IX, Section 2, shall be used to reduce the Company's subsequent contributions to the Plan. However, such forfeited Company Contributions and ESOP Contributions will be restored to the Participant's Account should the Participant exercise restoration rights as defined in Section 7 of Article XI. In the event that the Plan is terminated, any forfeitures not previously applied to reduce Company Contributions shall be credited (on the basis of each individual Participant's current year Compensation as a ratio to the total current year Compensation of all Participants) to the Accounts of all Participants entitled to share in the allocation of Company Contributions at the time of such termination. SECTION 2. TREATMENT OF FORFEITED SECURITIES Forfeited securities shall be converted to cash and may be invested by the Trustee; such cash shall be applied to the reduction of the next contribution by the Company. Upon forfeiture of a portion of the Company Contributions or ESOP Contributions, the Trustee shall sell such amount of the securities allocated to the Participant's Account as may be necessary to effect the forfeiture. 33 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS SECTION 1. FREQUENCY OF PARTIAL WITHDRAWALS Subject to the conditions in this Article, Participants may make up to two partial withdrawals from the Plan in each calendar year. SECTION 2. TOTAL WITHDRAWAL OF AFTER-TAX DOLLAR CONTRIBUTIONS, COMPANY CONTRIBUTIONS, AND ESOP CONTRIBUTIONS Except for the Unvested Company Contributions and Unvested ESOP Contributions, a Participant may withdraw the total of After-Tax Dollar Contributions, Company Contributions, ESOP Contributions and earnings attributable thereto allocated to his/her account at any time. However, except for the occurrence of a withdraw event as described in Section 5 of this Article, Company Contributions and ESOP Contributions may not be so withdrawn unless the Participant has been a Participant in the Plan for at least five years. Such total withdrawal will cause a Participant to forfeit the Unvested portion of the Company Contributions and ESOP Contributions to the Account attributable to such After-Tax Dollar Contributions (as defined in Section 3 of Article XI) subject to rights of restoration (as defined in Section 7 of Article XI). SECTION 3. PARTIAL WITHDRAWALS OF AFTER-TAX DOLLAR CONTRIBUTIONS, COMPANY CONTRIBUTIONS, AND ESOP CONTRIBUTIONS Subject to the distribution rules under Article XI, Section 3, a Participant may make partial withdrawals of After-Tax Dollar Contributions and/or corresponding Company Contributions and ESOP Contributions and Account earnings attributable to such contributions, allocated to his/her Account provided such amounts are Vested and are not in excess of the then current market value of the portion of the Account attributable to such contributions. However, except for the occurrence of a withdrawal event as described in Section 5 of this Article, Company Contributions and ESOP Contributions may not be so withdrawn unless the Participant has been a Participant in the Plan for at least five years. A Participant may make partial withdrawals of his/her After-Tax Dollar Contributions. If the Company Contributions attributable to the withdrawn After-Tax Dollar Contributions are Unvested, such withdrawal may be made in the amount of the Participant's After-Tax Dollar Contributions plus all earnings attributable to such After-Tax Dollar Contributions, but may not exceed the then current market value of the Account (excluding amounts forfeited under Section 2 of this Article) including the then current market value of Unvested Company Contributions and Unvested ESOP Contributions. If the Company Contributions attributable to the amount withdrawn from the Participant's Account are Unvested, the withdrawal will cause the Participant to forfeit a corresponding percentage of Unvested Company Contributions credited to the Account subject to rights of restoration (as defined in Section 7 of Article XI). Partial withdrawals and forfeitures attributable to such withdrawals shall be charged against amounts credited to the Participant's Account on a first-in, first-out basis. 34 SECTION 4. PROCEDURE FOR PARTIAL WITHDRAWALS All partial withdrawals of After-Tax Dollar Contributions shall be paid by the Trustee, at the Participant's option, in cash or securities held for the Account of such Participant. A Participant shall notify the Trustee of an intention to make a partial withdrawal of the amount credited to the Account, the manner of payment, and, if necessary, directions as to the sale of the securities held in the Account. SECTION 5. WITHDRAWAL OF COMPANY SALARY REDUCTION CONTRIBUTIONS, COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS (a) Withdrawal Events. No amount may be withdrawn by a Participant from Company Salary Reduction Contributions, Company Contributions or ESOP Contributions prior to five years of participating in the Plan, except for the occurrence of hardship (see subsection (b) below) or one of the following events: (i) the Participant's retirement, death, Total and Permanent Disability, or other separation from service; (ii) termination of the Plan without establishment of a successor Plan; (iii) the Participant's attainment of age 59 1/2; (iv) the sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to Employees who continue employment with the acquiring corporation; (v) the sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to Employees who continue employment with the subsidiary. (vi) an Eligible Rollover Distribution by a Distributee to an Eligible Retirement Plan in accordance with the provisions of Article XI, Section 6. (b) Hardship Withdrawals. If a Participant requests a hardship withdrawal prior to the occurrence of an event in paragraph (a) above, such request will be approved by the Committee, if, and only if, the purpose of the withdrawal is to meet immediate and heavy financial needs of the Participant, (i) arising out of one (1) of the following circumstances: (A) Expenses for medical care described in Section 213(d) of the Code previously incurred by the Employee, the Employee's Spouse, or any dependents of the Employee (as defined in Section 152 of the 35 Code) or necessary for these persons to obtain medical care described in code Section 213(d); (B) Costs directly related to the purchase of a principal residence for the Employee (excluding mortgage payments); (C) Payment of tuition and related educational fees for the next 12 months of post-secondary education for the Employee, or the Employee's Spouse, children, or dependents (as defined in code Section 152); or (D) Payments necessary to prevent the eviction of the Employee from the Employee's principal residence or foreclosure on the mortgage on that residence. (ii) For purposes of this clause (ii), a distribution will be considered as necessary to satisfy an immediate and heavy financial need of the Participant only if: (A) The distribution is not in excess of the amount of the immediate and heavy financial need of the Employee. The amount of an immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local taxes or penalties reasonably anticipated to result from the distribution; (B) The Employee has obtained all distributions, other than hardship distributions, currently available under all plans maintained by the employer (including the election of a cash payment of dividends to the extent available under any plan); (C) The Plan and all other plans maintained by the Company limit the Employee's elective contributions for the next taxable year to the applicable limit under Section 402(g) of the Code for that year minus the Employee's elective contributions for the year of the hardship distribution; and, (D) The Employee is prohibited, under the terms of the Plan or an otherwise legally enforceable agreement, from making elective contributions and Employee contributions to the Plan and all other plans maintained by the Company for at least 12 months after receipt of the hardship distribution. (iii) A withdrawal made on account of hardship may be made only from Company Salary Reduction Contributions of the Participant, and not from earnings credited thereto. 36 (iv) A withdrawal of Company Salary Reduction Contributions will cause the Participant to forfeit the Unvested portion of the Company Contributions attributable to such Company Salary Reduction Contributions. SECTION 6. WITHDRAWALS OF PRIOR PLAN CONTRIBUTIONS (a) Notwithstanding any other provision of this Article to the contrary, a Participant whose Account includes a Prior Plan Contributions subaccount attributable to Voluntary Participant Contributions made and defined under The Standard Products Company Individual Retirement and Investment Trust Plan may elect to withdraw in cash an amount equal to all or part of such Prior Plan Contributions subaccount. To make a withdrawal under this Subsection (a), the Participant must provide the Committee with written notice 30 days prior to the withdrawal date. A Participant may not make more than one withdrawal under this Subsection in any Plan Year, and in no event, shall any such withdrawal be less than $1000 if the withdrawal is less than the total amount of such Transfer Contributions. 37 ARTICLE X DESIGNATION OF BENEFICIARY Each Participant must file with the Committee a written designation of a Designated Beneficiary or Beneficiaries in the form prescribed by the Committee with respect to all or part of the securities and cash held for the Account of such Participant. Such Designated Beneficiary shall be a Participant's Spouse or, if he/she has no Spouse or his/her Spouse consents (in the manner hereinafter described in this Article) to the designation hereinafter provided for in this Article, such person or persons other than, or in addition to, his/her Spouse as may be designated by a Participant as his/her death beneficiary under the Plan. Such a designation may be made, revoked or changed only by an instrument (in form acceptable to the Committee) which is signed by the Participant, which includes his/her Spouse's written consent to the action to be taken pursuant to such instrument (unless such action results in the Spouse being named as the Participant's sole Beneficiary), and which is filed with the Committee before the Participant's death. A Spouse's consent required by this Article shall be signed by the Spouse, shall acknowledge the effect of such consent, shall be witnessed by a member of the Committee or by a notary public and shall be effective only with respect to such Spouse. At any time when all the persons designated by the Participant as his/her Designated Beneficiary have ceased to exist, his/her Designated Beneficiary shall be his/her Spouse or, if he/she does not then have a Spouse, the Participant's estate. If a Participant has no Spouse and he/she has not made an effective beneficiary designation pursuant to this Article, his/her Designated Beneficiary shall be his/her estate. 38 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS Subject to the provisions of Sections 3 and 4 of this Article, distributions will be made to a Participant or the Designated Beneficiary, as the case may be, upon the occurrence of the following stated events: (a) Termination of a Participant's participation in the Plan, or cessation of the Participant's right to share in the allocation of the Company Contributions or ESOP Contributions made to the Plan (other than a temporary cessation on account of a temporary suspension of Participant contributions), or (b) Termination of the Plan without establishment of a successor Plan, or (c) The sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to Employees who continue employment with the acquiring corporation, or (d) The sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to Employees who continue employment with the subsidiary. If the present value of any nonforfeitable accrued benefit, at the time of distribution or at the time of any subsequent distribution, exceeds $5,000, such benefit may not be immediately distributed without the consent of the Participant. SECTION 2. TERMINATION OF A PARTICIPANT'S PARTICIPATION IN THE PLAN A Participant's Active Participation in the Plan will be terminated if he/she: (a) Voluntarily elects to withdraw from the Plan, (b) Terminates employment from the Company voluntarily or involuntarily, (c) Retires from the Company under one of its retirement programs, (d) Suffers a Total and Permanent Disability, (e) Dies, (f) Becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan. 39 SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS If a Participant terminates employment with the Company, either voluntarily or involuntarily, before the Company Contributions or ESOP Contributions are Vested the Participant will receive the then current market value of the larger of: (a) the Participant's After-Tax Dollar Contributions and Pre-Tax Dollar Qualifier Contributions, plus all earnings (not to exceed the current market value of the entire Account), or (b) the current market value of the entire Account less the Unvested Company Contributions and Unvested ESOP Contributions. If a Participant, who remains an Employee of the Company but is not at least age 59-1/2, voluntarily elects to withdraw from the Plan before any of the Company Contributions or ESOP Contributions are Vested, he/she will receive the amount described above in this Section 3, less the then current market value of his/her Pre-Tax Dollar Qualifier Contributions subaccount. Such Participant shall, upon attainment of age 59-1/2, receive the then current market value of his/her Pre-Tax Dollar Qualifier Contributions subaccount. SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Subject to the provisions of Article XI, Section 1, if a Participant terminates employment with the Company after Company Contributions and ESOP Contributions are Vested, the Participant will receive the then current market value of the entire Account when he/she elects to make a voluntary withdrawal. If a Participant, who remains an Employee of the Company but is not at least age 59-1/2, voluntarily elects to withdraw from the Plan after Company Contributions and ESOP Contributions are Vested, or remains in a job whereby he/she is ineligible to be an active Participant in the Plan, he/she will receive the amount described above in this Section 4, less the then current market value of his/her Pre-Tax Dollar Qualifier Contributions subaccount. Such Participant shall, upon attainment of age 59-1/2, receive the then current market value of his/her Pre-Tax Dollar Qualifier Contributions subaccount. If a Participant who remains employed by the Company and who has attained age 59-1/2, voluntarily elects to withdraw from the Plan after he/she becomes Vested in Company Contributions and ESOP Contributions credited to his/her Account, he/she will receive the entire amount described in this Section 4 as if he/she had terminated employment with the Company. SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY If a Participant dies, retires or suffers a Total and Permanent Disability, the Participant or Designated Beneficiary will receive the then current market value of his/her Account. Distribution will not occur upon retirement or Total and Permanent Disability in the event a Participant elects to defer the commencement of distribution in accordance with Section 6 of this Article. 40 SECTION 6. DISTRIBUTION OF ACCOUNTS (a) Form of Distribution of Accounts to a Participant During His/Her Lifetime If a Participant terminates participation in the Plan due to a separation from service or, if earlier, age 59 1/2, distribution shall be made, subject to other limitations of this Plan, by one of the following methods as he/she shall elect: (i) Payment in cash, or (ii) If the Participant has selected an Investment Options that provides for investment in Common Stock: (A) payment in cash, (B) payment in Common Stock held for the Participant's Account, or (C) a combination of (1) and (2) above at the option of the Participant. (b) Distribution of Cash and/or Securities Distribution of cash and/or Common Stock to a Participant who retires from the Company under one of its retirement programs, who suffers a Total and Permanent Disability, who dies, or who becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan, shall be made in one of the following forms: (i) A single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan. (ii) Until March 1, 2002, as provided in Appendix A, if elected by the Participant. (iii) For events described in Section 1(c) or 1(d) of this Article, distribution will be made in a lump sum as provided by Section 401(k)(10) of the Code. (iv) Notwithstanding any provision of this Subsection (b) to the contrary, any Participant whose Prior Plan Contributions subaccount includes amounts attributable to The Standard Products Company Money Purchase Pension Plan and Trust For Hourly Employees shall, unless elected otherwise by the Participant (and his or her Spouse) in accordance with applicable law, receive the distribution of the amount in such Prior Plan Contributions subaccount in the form of an immediate Joint and Survivor Annuity if the Participant is married on the Annuity Starting Date or an immediate single life annuity if the Participant is not married on the Annuity starting Date. 41 In the case of a Participant who dies before the Annuity Starting Date, whose Prior Plan Contributions subaccount includes amounts attributable to The Standard Products Company Money Purchase Pension Plan and Trust For Hourly Employees, who was married on the date of the Participant's death, and whose nonforfeitable accrued benefit in his Account has a present value greater than $5,000, a Preretirement Survivor Annuity will be payable to the Surviving Spouse of such Participant with respect to the amount in the Participant's Prior Plan Contributions subaccount attributable to The Standard Products Company Money Purchase Pension Plan and Trust For Hourly Employees, unless the Participant (and his or her Spouse) elects otherwise in accordance with applicable law. The Surviving Spouse may elect to have the Preretirement Survivor Annuity distributed within a reasonable time after the Participant's death and may elect to receive the value of the Participant's Account attributable to the Preretirement Survivor Annuity in any form described in Subsection (a) of this Section. (A) "Annuity Starting Date" means the first day of the first period for which an amount is received as an annuity (whether by reason of normal retirement age or total disability), or in the case of a benefit not payable in the form of an annuity, the first day in which all events have occurred which entitle the Participant to a distribution under the Plan. (B) "Joint and Survivor Annuity" means an immediate annuity for the life of the Participant or, in the case of a married Participant, an immediate annuity for the life of the Participant with a survivor annuity for the life of the Participant's spouse that is not less than 50% nor more than 100% of the amount of the annuity payable during the joint lives of the Participant and the spouse, and that is the amount of benefit that can be purchased with the Participant's Vested Account. For purposes of Section 6(b)(iv) of this Article, the percentage of the survivor annuity will be 50%. (C) "Preretirement Survivor Annuity" means an annuity for the life of the surviving spouse of the Participant, the actuarial equivalent of which is not less than 50% of the Vested Account of the Participant as of the Participant's date of death, including the proceeds of any life insurance contracts. The Preretirement Survivor Annuity will include the Participant's contributions in the same ratio that the total Participant contributions in the Participant's Account bears to the total Account balance of the Participant. The portion of the Participant's Vested Account that is not payable as a Preretirement Survivor Annuity will be payable to the Participant's designated Beneficiary. The actuarial equivalent of the Preretirement Survivor Annuity will be 50% of the Participant's Vested Account. 42 (D) The payment of benefits, in a form described in this clause (iv), to a Participant or Designated Beneficiary shall be made or shall commence, as the case may be, within a reasonable period of time following the Participant's termination of employment or, in the case of a distribution to a Designated Beneficiary, within one year following the Participant's death. The Participant (or his Designated Beneficiary) may elect to postpone the distribution or the commencement of a distribution described in this Paragraph (iv) until not later than the latest date permitted under the following provisions of this sub-clause (D). Unless a Participant elects to defer benefit payments in accordance with the provisions of this sub-clause (D), under no circumstances shall any method of distribution provide for the commencement of benefit payments more than sixty (60) days subsequent to the last day of the Plan Year in which occurs the later of the Participant's 65th birthday or his actual termination of employment; provided, however, that if the amount of the payment required to commence by such date cannot be ascertained by such date, or if it is not possible to make such payment by such date because the Committee has been unable to locate the Participant after making reasonable efforts to do so, a payment retroactive to such date may be made no later than sixty (60) days after the earliest date on which the amount of such payment can be ascertained under the Plan or the date on which the Participant is located, whichever is applicable. Any Participant and any Designated Beneficiary who is the surviving spouse of a deceased Participant entitled to benefits hereunder may elect to have the payment, or commencement of payment, of such benefits deferred, but in no event shall any such benefit payment begin later than April 1 of the calendar year following the calendar year in which such Participant or Beneficiary attained age 70 1/2. Such deferral can be made by submitting to the Committee a signed written statement describing the benefit and the date on which such payment is to be made or commence. The failure of any Participant or Designated Beneficiary to request such a deferral while any benefit is immediately distributable shall be deemed as an election to defer commencement of the payment of any benefit payment under this Plan. Notwithstanding anything under this clause (iv) to the contrary, no method of distribution, and no deferral, shall provide for a so-called "Interest Option" or extend payments over, or permit a payment to be made after the end of, a period of time which exceeds whichever of the following is applicable: (1) In the case of benefits distributable to a Participant whose Designated Beneficiary is his spouse, a specified period not longer than the joint and last survivor expectancy of the 43 Participant and his spouse at the time benefit payments to the Participant commence; or (2) In the case of benefits distributable to a Participant whose Designated Beneficiary is other than his spouse, a specified period equal to the life expectancy of the Participant and Designated Beneficiary at the time benefit payments to the Participant commence; or (3) In the case of benefits distributable to the Designated Beneficiary of a Participant who died before payments to him commenced, a specified period not longer than the life expectancy of the Beneficiary at the time benefit payments commence, Distribution of cash and/or Common Stock to a Participant who voluntarily elects to withdraw from the Plan or terminates employment from the Company, voluntarily or involuntarily, shall be made in a single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan. Notwithstanding the foregoing, a Participant who retires from the Company under one of its retirement programs (except a deferred vested pension) may elect to defer the commencement of distribution and remain a Participant in this Plan until no later than April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. Should the Participant fail to select a form of distribution as previously described, the final distribution will be made in a single distribution as described in Section 6(b)(i) of this Article, in the form of cash. If a Participant should die before the distribution has been made, such distribution shall be made to the Designated Beneficiary in cash. (c) Distribution in Case of the Death of a Participant While an Employee In the event of the death of a Participant while an Employee, distribution shall be made in accordance with Article X. Each Designated Beneficiary shall make an appropriate election as provided in Section 6(b) of this Article. If any Designated Beneficiary should die before the final distribution has been made then such final distribution shall be made to the legally appointed representative or representatives of the Designated Beneficiary. (d) Miscellaneous Provisions Relating to Distributions Any distribution to which a Participant or the Designated Beneficiary may be entitled shall have deducted therefrom all incident expenses and/or taxes. 44 The Committee shall be notified upon forms prescribed by it as to all actions which are to be taken under this Section by a Participant or Designated Beneficiary. Unless the Participant elects otherwise, in no event shall any retirement, death, or disability benefit commence later than the sixtieth (60th) day after the latest of the close of the Plan Year in which (i) occurs the date on which the Participant attains the earlier of age 65 or the Normal Retirement Date specified hereunder (if other than 65) (whether or not by reason of reference to the Company's retirement programs), (ii) occurs the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan, or (iii) the Participant terminates service with the Company. No distribution shall be made to a Participant with an Account balance in excess of $5,000 prior to the Participant's attainment of age 65, unless the Participant consents to such distribution. (e) Provision Pursuant to Code Section 401(a)(9) All distributions required under this Article XI shall be determined and made in accordance with Code Section 401(a)(9) and regulations pertaining thereto, as may be amended or promulgated from time to time. (f) Direct Rollover of Eligible Rollover Distributions This subsection 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 subsection, a Distributee, as defined under paragraph (i)(C) of this subsection, may elect, at the time and in the manner prescribed by the Plan administrator, to have any portion of an Eligible Rollover Distribution as defined under paragraph (i)(A) of this subsection, paid directly to an Eligible Retirement Plan, as defined under paragraph (i)(B) of this subsection, specified by the Distributee in a Direct Rollover, as defined under paragraph (i)(D) of this subsection. (i) Definitions (A) 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 any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more; the portion of any distribution that is not includible in gross income; such other amounts specified in 45 Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code; and, effective January 1, 1999, any "hardship" distribution (as defined in Code Section 401(k)). (B) 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. (C) Distributee: A Distributee includes a Participant or the Participant's surviving Spouse or Participant's former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code. (D) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Each Participant who has forfeited any Company Contributions or ESOP Contributions has the right to gain restoration of the forfeited Company Contributions and ESOP Contributions as follows: (a) A Participant who (i) terminates participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of the third paragraph of Section 2 of Article VI, and (iv) subsequently becomes rehired by the Company, will have the right within the earlier of (A) five years after re-employment or (B) the close of five consecutive Severance Periods commencing after the date of distribution, to restore to the Account the dollar value of the previously forfeited Company Contributions and ESOP Contributions by contributing back to the Account the total lump sum amount (dollar value as of the date of distribution) of the distribution which caused the forfeiture, unless the time period specified in paragraph (b) below has previously expired. (b) A Participant who voluntarily elects a complete withdrawal from the Plan and as a result forfeits Unvested Company Contributions, and who subsequently, without any intervening cessation of employment with the Company re-enters the Plan as a Participant, will have the right, within a period beginning on the date he/she again becomes a Participant and ending on the date that the Company Contributions (that were forfeited) would have been Vested in the absence of such 46 withdrawal, to restore to the Account the dollar value of the previously forfeited Company Contributions by contributing to the Account the total lump sum amount (dollar value as of the date of withdrawal) withdrawn which caused the forfeiture. (c) A Participant who forfeits Company Contributions as a result of making a partial withdrawal of After-Tax Dollar Contributions will have the right, until the date that the Company Contributions (that were forfeited) would have been Vested in the absence of any withdrawals, to restore to the Account the dollar value of the previously forfeited Company Contributions by contributing to the Account the total lump sum amount (dollar value as of the date of withdrawal) withdrawn which caused the forfeiture. (d) Notwithstanding anything above to the contrary, (i) A Participant may not redeposit any portion of a withdrawal of his/her current year's Participant After-Tax Dollar and/or Pre-Tax Dollar Qualifier Contribution since there will have been no forfeiture of Company Contributions or ESOP Contributions associated with such withdrawal, (ii) A Participant may not redeposit any sum greater than the amount of After-Tax Dollar Contributions and/or Pre-Tax Dollar Qualifier Contributions required to restore the forfeited Company Contributions and ESOP Contributions, and (iii) A Participant may not redeposit any portion of a withdrawal into his/her Pre-Tax Dollar Qualifier subaccount. SECTION 8. DETERMINATION OF VALUE Determinations of value hereunder shall be made pursuant to an annual valuation by the Trustee at the fair market value as of the close of business on the annual valuation date to be established by the Trustee. If no such date is established, the annual valuation date shall be the last day of the Plan Year. Interim valuations, or partial valuations of one or more of the investment funds, may occur upon the direction of the Committee. The then current value of a Participant's Account, or any part thereof, as of any date, shall be determined by reference to the valuation (whether or not the annual valuation) coincident with or last preceding the date as of which such Account is to be valued. 47 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c) (a) Notwithstanding any other provision of the Plan, the maximum annual addition (as defined in Subsection (b) of this Section) to a Participant's Account (and to any Account for him/her under any other defined contribution plan, whether or not terminated, maintained by any Controlled Group Member) shall in no event exceed the lesser of (1) $30,000 (as adjusted, effective January 1, 1995, pursuant to Section 415(d) of the Code), or (2) twenty-five percent (25%) of the Participant's Compensation. (b) For purposes of this Article XII, "Compensation" shall mean compensation within the meaning of Section 415(c)(3) of the Code and the regulations thereunder. For limitation years beginning on and after January 1, 2001, for purposes of applying the limitations described in this Section, compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of Section 132(f)(4) of the Code. (c) For the purpose of this Section, the term "annual addition" means the sum for any Plan Year (which shall be the limitation year) of: (i) all contributions made by the Controlled Group which are allocated to the Participant's Account pursuant to a defined contribution plan maintained by a Controlled Group Member, (ii) all contributions made by the Participant, and (iii) all forfeitures allocated to the Participant's Account pursuant to a defined contribution plan maintained by an Controlled Group Member. (iv) all amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code. The annual addition for any Plan Year beginning before January 1, 1987 shall not be recomputed to treat all Employee contributions as an annual addition. (d) For purposes of this Article, the definition of "Controlled Group" set forth in paragraph (14) of Article I shall be modified as provided by Code Section 415(h). (e) If, except for the application of paragraph (a) of this Section, a Participant's annual addition (as defined in paragraph (c) of this Section, for a Plan Year would exceed the limitations of such paragraph (a) as a result of (i) the allocation of forfeitures, (ii) a reasonable error in estimating the Participant's Compensation, (iii) a reasonable error in determining the amount of Company Salary Reduction Contributions that may be made with respect to the Participant under the limitation of this Section, or (iv) other facts and circumstances which the Commissioner of Internal Revenue finds justify application of the following rules 48 of this paragraph, contributions (if any), made by the Participant for such year which constitute part of the annual addition (together with any gains attributable thereto), shall be returned to him/her to the extent necessary to effectuate such reduction and if the return of all such contributions is not sufficient to effectuate such reduction, the Company Contributions allocated to such Participant's Account for such year shall, to the extent necessary to effectuate such reduction, be held by the Trustee in a suspense Account and shall be used to reduce Company Contributions for the next year (and succeeding years, as necessary) for such Participant as such Participant is covered by the Plan at the end of any such year; and if he/she is not covered by the Plan at the end of any such year, such Company Contributions held by the Trustee in such suspense Account shall be allocated and reallocated to the Accounts of other Participants, except that no such allocation or reallocation shall cause the limitations of paragraph (a) of this Section to be exceeded for any such other Participant for such year. The provisions of the immediately preceding sentence relating to Company Contributions shall first be applied to Company Salary Reduction Contributions under this Plan and thereafter, if and to the extent necessary, to other Company Contributions. Investment gains and losses shall not be allocated to the suspense Account during the period such suspense Account is required to be maintained pursuant to this paragraph (e). In the event of termination of the Plan, any then remaining balance of the suspense Account, to the extent it may not then be allocated to Participants, shall revert to the Company. 49 ARTICLE XIII TOP-HEAVY PLAN REQUIREMENTS SECTION 1. DEFINITIONS For the purposes of this Article, the following terms, when used with initial capital letters, shall have the following respective meanings: (a) Aggregation Group: Permissive Aggregation Group or Required Aggregation Group, as the context shall require. (b) Compensation: All remuneration of any Employee from the Company, excluding, however, any amounts in excess of the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time. For purposes of determining the Top Heavy minimum contributions, pursuant to Section 5 of this Article XIII, Compensation is defined pursuant to Article XII, Section 1(b) of this Plan. For purposes of determining a Key Employee, Compensation is defined pursuant to Article XII, Section 1(b) of this Plan, plus amounts pursuant to Section 402(e)(3) of the Code. (c) Defined Benefit Plan: A qualified Plan which is not a Defined Contribution Plan. (d) Defined Contribution Plan: A qualified Plan which provides for an individual Account for each Participant, and for benefits based solely on the amount contributed to the Participant's Account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which may be allocated to the Participant's Account. (e) Determination Date: For any Plan Year, the last day of the immediately preceding Plan Year. (f) Former Key Employee: A Non-Key Employee with respect to a Plan Year who was a Key Employee in a prior Plan Year. Such term shall also include his/her Beneficiary in the event of his/her death. (g) Key Employee: An Employee or former Employee who is or was a Participant and who, at any time during the current Plan Year or any of the four preceding Plan Years, is (i) an officer of a Company, (as the term "officer" is limited in Section 416(I)(l)(A) of the Code), having an annual Compensation greater than fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of the Code for any such Plan Year; (ii) one of the ten (10) Employees having annual Compensation from the Company of more than the limitation in effect under Section 415(c)(1)(A) of the Code and owning (or considered as owning within the meaning of Section 318 of the Code) the largest interests in a Company, (iii) a five percent (5%) owner (as such term is defined in Section 416(I)(1)(B)(I) of the Code) or (iv) a one percent (1%) owner (as such term is defined in Section 416(I)(1)(B)(ii) of the Code) having an annual Compensation of more than 50 $150,000. For purposes of clause (ii) of this paragraph (g), if two Employees have the same interest in a Company, the Employee having greater annual Compensation from the Company shall be treated as having a larger interest. The term "Key Employee" shall also include such Employee's Beneficiary in the event of his/her death. (h) Non-Key Employee: An Employee or former Employee who is not a Key Employee. Such term shall also include his/her Beneficiary in the event of his/her death. (i) Permissive Aggregation Group: The group of qualified plans of the Company consisting of: (i) the plans in the Required Aggregation Group; plus (ii) one (1) or more plans designated from time to time by the Defined Contribution Plan Committee that are not part of the Required Aggregation Group but that satisfy the requirements of Sections 401(a)(4) and 410 of the Code when considered with the Required Aggregation Group. (j) Required Aggregation Group: The group of qualified plans of the Company consisting of, (i) each other Plan in which a Key Employee participates; plus (ii) each Plan which enables a Plan in which a Key Employee participates to meet the requirements of Section 401(a)(4) or 410 of the Code. (k) Top-Heavy Account Balance: A Participant's (including a Participant who has received a total distribution from this Plan) or a Beneficiary's aggregate balance standing to his/her Account as of the valuation date coinciding or immediately preceding the Determination Date as adjusted by the amount of any Company Contributions or ESOP Contributions made or due to be made after such valuation date but before the expiration of the extended payment period in Section 412(c)(10) of the Code, provided, however, that (I) such balance shall include the aggregate distributions made during the five (5) consecutive Plan Years ending with the Plan Year that includes the Determination Date (including distributions under a terminated Plan which if it had not been terminated would have been included in a Required Aggregation Group) and (ii) with respect to any Plan Year beginning after December 31, 1984, if an Employee or former Employee has not performed any service for any Company maintaining the Plan at any time during the five (5) year period ending on the Determination Date, his/her Account (and/or the Account of his/her Beneficiary) shall not be taken into account. (l) Top-Heavy Group: An Aggregation Group if, as of a Determination Date, the aggregate present value of accrued benefits for Key Employees in all plans in the Aggregation Group (whether Defined Benefit Plans or Defined Contribution 51 Plans) is more than sixty percent (60%) of the aggregate present value of accrued benefits for all Employees in such plans. (m) Top-Heavy Plan: See Section 2. SECTION 2. DETERMINATION OF TOP-HEAVY STATUS (a) Except as provided by paragraph (b) of this Section, the Plan shall be a Top-Heavy Plan if, as of a Determination Date: (i) the aggregate of Top-Heavy Account Balances for Key Employees is more than sixty percent (60%) of the aggregate of all Top-Heavy Account Balances, excluding for this purpose the aggregate Top-Heavy Account Balances of former Key Employees; or (ii) if the Plan is included in a Required Aggregation Group which is a Top-Heavy Group. (b) If the Plan is included in a Permissive Aggregation Group which is not a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan notwithstanding the fact that the Plan would otherwise be a Top-Heavy Plan under paragraph (a) of this Section. (c) Solely for the purpose of determining if the Plan, or any other Plan included in a required Aggregation Group of which this Plan is a part, is top-heavy (within the meaning of Section 416(g) of the Code) the accrued benefit of a Non-Key Employee shall be determined under (I) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Controlled Employers, or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rule of Section 411(b)(1)(C) of the Code. (d) If the Plan is included in a Required Aggregation Group which is not a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan notwithstanding the fact that the Plan would otherwise be a Top-Heavy Plan under Paragraph (a)(ii) of this Section. SECTION 3. TOP-HEAVY PLAN REQUIREMENTS Notwithstanding any other provisions of the Plan to the contrary, if the Plan is a Top-Heavy Plan for any Plan Year beginning on or after January 1, 1984, the Plan shall then satisfy the following requirements for such Plan Year: (a) The minimum vesting requirement as set forth in Section 4. (b) The minimum contribution requirement as set forth in Section 5. (c) Section 1(b) of this Article shall apply for all purposes of the Plan. 52 SECTION 4. MINIMUM VESTING REQUIREMENT For purposes of this Article XIII, an Employee, who has completed at least three (3) or more years of service, shall have a nonforfeitable right to 100 percent (100%) of his/her accrued benefit derived from Company Contributions and ESOP Contributions. The vesting schedule described in the immediately preceding sentence (the "Top-Heavy Schedule") shall cease to be applicable when the Plan ceases to be a Top-Heavy Plan, provided that (a) the Company contributions and ESOP Contributions that become nonforfeitable pursuant thereto before the Plan ceases to be a Top-Heavy Plan shall remain nonforfeitable, and (b) each Participant having at least three years of Continuous Credited Service shall have the right to elect (within the election period hereinafter described) to continue to have his nonforfeitable percentage computed under the Top-Heavy Schedule. The election period shall begin on the date the Top-Heavy Schedule becomes inapplicable and shall end no later than the later of (i) the day which is 60 days after the day the Top-Heavy Schedule becomes inapplicable, and (ii) the date which is 60 days after the Participant is issued written notice of the cessation by the Company or Plan administrator. SECTION 5. MINIMUM CONTRIBUTION REQUIREMENT If the Plan is a Top-Heavy Plan for any Plan Year beginning on or after January 1, 1984: (a) Each Non-Key Employee who is eligible to share in any Company Contribution or ESOP Contributions for such Plan Year (or would have been eligible to share in any such Company Contribution or ESOP Contributions if a Salary Reduction Contribution had been made for him/her during such Plan Year) shall be entitled to receive an allocation of such Contribution which is at least equal to three percent (3%) of his/her Compensation for such Plan Year. (b) The percentage minimum contribution requirement set forth in paragraph (a) above with respect to a Plan Year shall not exceed the percentage at which Company Contributions and ESOP Contributions are made (or required to be made) under the Plan for such Plan Year for the Key Employee for whom such percentage is the highest for such Year. The determination referred to in the immediately preceding sentence shall be determined for each Key Employee by dividing the Company Contribution and ESOP Contributions allocated to such Key Employee in that Plan Year by such Key Employee's Compensation for such Plan Year. However, in determining the percentage at which contributions are made for the Key Employee with the highest percentage, elective contributions on behalf of Key Employees are taken into account. 53 (c) The percentage minimum contribution requirement set forth in paragraph (a) above may also be reduced in accordance with Section 6(b). (d) For the purpose of paragraph (b) above, contributions taken into account shall include like contributions under all other Defined Contribution Plans in the Required Aggregation Group, excluding any such Plan in the Required Aggregation Group if that Plan enables a Defined Benefit Plan in such Required Aggregation Group to meet the requirements of Section 401(a)(4) or Section 410 of the Code. SECTION 6. COORDINATION WITH OTHER PLANS (a) In applying this Article XIII, a Company and all Controlled Group Members shall be treated as a single employer, and the qualified plans maintained by such single employer shall be taken into account. (b) In the event that another Defined Contribution Plan or Defined Benefit Plan maintained by the Company provides contributions or benefits on behalf of Participants in this Plan, such other Plan(s) shall be taken into account in determining whether this Plan satisfied Section 3; and, the minimum contribution required for a Non-Key Employee in this Plan under Section 5 of this Article will be eliminated if the Company maintains another qualified Plan under which such minimums are required to be provided. (c) In the event a Defined Benefit Plan maintained by the Company provides benefits on behalf of Participants in this Plan, the provisions contained in subsection (d) of this Section shall be applied in order to preclude either required duplication or inappropriate omission of minimum benefits or contributions. (d) Each Non-Key Employee for whom a minimum contribution is required under Section 5 of this Article and for whom a minimum benefit is required under a Defined Benefit Plan maintained by the Company shall be provided with the minimum benefit under the Defined Benefit Plan(s) and shall not be provided with such minimum contribution under this Plan. SECTION 7. ACTUARIAL ASSUMPTIONS For purposes of this Article, the actuarial assumptions which shall be used are attached to the Defined Benefit Plan of the Company called "Cooper Tire & Rubber Company Salaried Employees' Retirement Plan" as Exhibit C. SECTION 8. CONSTRUCTION The term "present value of accrued benefits" as used in this Article shall in all appropriate cases include Account balances of affected Employees. 54 ARTICLE XIV ADMINISTRATION OF THE PLAN SECTION 1. DEFINED CONTRIBUTION PLAN COMMITTEE The Plan shall be administered by the Defined Contribution Plan Committee which shall be appointed by the Board of Directors of the Company. The Committee shall consist of at least three (3) members who shall be designated from time to time by the Board of Directors of the Company, and shall act by at least a majority of members. The Committee, by a majority vote of its members, shall appoint a Plan Administrator, Chairman and Secretary. The Plan Administrator as appointed by the Committee shall be the "Named Fiduciary" of the Plan with respect to administrative matters, and the Trustee shall be the "Named Fiduciary" with respect to the handling of Plan assets. The Board of Directors shall, from time to time, notify the Trustee of the number and the identity of the members of the Committee and the Trustee shall be entitled to rely upon such notices. SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE The Committee shall adopt such uniform and nondiscriminatory administrative regulations under the Plan as it shall deem to be necessary or appropriate for the efficient administration of the Plan. The Committee shall have sole and absolute discretion to interpret the provisions of the Plan or Trust Agreement (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan or Trust Agreement), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants and other persons, to decide disputes arising under the Plan and to make any determinations and factual or other findings with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (a) to resolve all questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Participant; (b) to determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and (c) to conduct the review procedure specified in Section 3 of this Article. All decisions of the Committee as to the facts of any case, as to the interpretation of any provision of the Plan or its application to any case, and as to any other interpretative matter or 55 other determination or question under the Plan shall be final and binding on all parties affected thereby, subject to the provisions of Section 3 of this Article. SECTION 3. FIDUCIARY PROVISIONS (a) Named Fiduciaries Among the named fiduciaries under the Plan shall be the Company, the Plan Administrator, the Committee, the Trustee and the investment advisors or insurance companies, each of which shall have such powers, duties, responsibilities and authority as shall be specified in the Plan or trust agreement entered into for the purpose of managing the trust fund, subject to any delegation thereof as provided in the Plan or such trust agreement. Any other person, entity, committee, board, department, office, or identifiable part of any legal entity may be designated by the Company as a named fiduciary by an instrument signed by the Company, delivered to such designated named fiduciary and to the Trustee and accepted in writing by the designated named fiduciary. Any such designation may be terminated at any time by the Company or by such named fiduciary by written notice delivered to the other of them and to the Trustee. (b) Liability of Fiduciaries To the extent permitted by law, (I) neither the Company nor any director, officer, or Employee shall be personally liable upon any contract or other instrument made or executed by him/her or it or in his/her or its behalf in the administration of the Plan or the trust fund; (ii) neither the Company nor any director, officer, or Employee who is a fiduciary shall be liable for the neglect, omission or wrongdoing of any other fiduciary; (iii) the Company, person, Committee or board and each member thereof to whom the Company delegates (or the Plan or trust agreement assigns) any duty with respect to the Plan or trust fund, may rely and shall be fully entitled to act upon the advice of counsel, who may be of counsel for the Company, and upon the opinion, certificate, valuation, report, recommendation or determination of an actuary appointed by the Company to assist in the operation of the Plan; (iv) the Company and each director, officer, or Employee who is a fiduciary shall be solely responsible for his/her own acts or omissions; and (v) if any responsibility of the Company or of a director, officer, or Employee who is a fiduciary is allocated to any other person or if a person is designated to carry out any responsibility in accordance with the provisions of the Plan or trust agreement, then such fiduciary shall not be responsible for any act or omission of such person in carrying out such responsibility. (c) Delegation of Fiduciary Duties The Company may delegate to any person, entity, committee, board, department, office, or identifiable part of any legal entity any one or more powers, functions, duties or responsibilities with respect to the Plan or the trust fund, provided that no such power, function, duty or responsibility which is assigned to a fiduciary 56 (other than the Company) pursuant to some other Section of the Plan or the trust agreement shall be so delegated without the written consent of such fiduciary. Any delegation pursuant to the preceding provisions: (I) shall be signed by the Company and be delivered to and accepted in writing by the delegatee, (ii) shall contain such provisions and conditions relating to such delegation as the Company deems appropriate, (iii) may be amended from time to time by written agreement signed on behalf of the Company and the delegatee and (iv) may be revoked (in whole or in part) at any time by written notice from the Company delivered to the delegatee or from the delegatee to the Company. (d) Personal Liability of Non-Fiduciaries Except for gross neglect or malfeasance, no non-fiduciary officers, directors or Employees of the Company shall be personally liable for acts done hereunder or related hereto, or for the making, retention or sale of any contract or contracts made as herein provided, or for the failure to invest or reinvest any funds or for any loss to or diminution of the trust fund, nor shall any of them be personally liable for or answerable to any Participant or any other person in connection with any exercise of discretion under the terms of this instrument relating to the payment or non-payment of benefits. (e) Defense of Fiduciaries and Non-Fiduciaries The Company shall, at its expense, defend or provide for the defense of any or all fiduciary or non-fiduciary officers, directors or Employees of the Company against any such claims, allegations, suits, or charges relating to or incidental to this Plan, and shall continue to do so in any given cases, unless and until it shall clearly appear that gross neglect or malfeasance is involved in any such particular case. (f) Claims for Benefits Claims for benefits from this Plan shall be submitted to the designated representative of the Defined Contribution Plan Committee on such forms as may be designated by the Defined Contribution Plan Committee. (g) Appeals Procedure (i) If a claim is wholly or partially denied, notice of the decision, as provided in this Section, shall be furnished to the claimant within ninety (90) days after receipt of the claim by the Plan unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of ninety (90) days. 57 (ii) The Committee shall provide to every claimant who is denied a claim for benefits written notice stating: (A) The specific reason or reasons for the denial; (B) Specific reference to pertinent Plan provisions on which the denial is based; (C) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (D) Appropriate information as to the steps to be taken if the Participant or beneficiary wishes to submit his or her claim for review. (iii) The claimant may, within ninety (90) days after receipt of written notification of denial of a claim, file with the Plan Administrator an appeal in writing for review of denial of benefits. A claimant or his or her duly authorized representative may review all pertinent documents. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. The Plan Administrator shall render its decision within 60 days after receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of a request for review. If such extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. The decision shall be in writing and shall include specific reasons for the decision including specific references to the pertinent Plan provisions on which the decision is based. (iv) If decisions are not furnished to the claimant within the time limits provided in this Section, the claim shall be deemed to have been denied. (v) Exhaustion of the remedies provided in this Section shall be a prerequisite to the bringing of any other action, formal or informal for benefits under the Plan. SECTION 4. DESIGNATION OF TRUSTEE In order to implement the Plan, the Company will enter into a trust agreement with the Trustee to the end that the contributions of the Participants and the contributions of the Company shall be invested in accordance with the provisions of this Plan and shall be held in Trust for the exclusive benefit of the Participants or their Designated Beneficiaries. 58 The Company may, without further reference to or action by any Participant, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to said trust agreements or said further agreements as it may be necessary or desirable to carry out the Plan, may from time to time designate a successor Trustee or successor Trustees, or may take such other steps to execute such other instruments as it may deem necessary or desirable to put the Plan into effect or to carry out the provisions thereof. SECTION 5. ACTION BY THE COMPANY Any action by the Company under this Plan shall be made pursuant to authorization of its Board of Directors. SECTION 6. DELEGATION OF TRUSTEE'S FUNCTIONS The Trustee and the Committee may, by agreement in writing, arrange for the delegation by the Trustee to the Company of any of the functions of the Trustee, except the custody and distribution of assets, the voting of Common Stock held by the Trustee, and the purchase and sale or redemption of securities. SECTION 7. DUTIES OF THE TRUSTEE The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other Transactions. The Trustee shall annually, following the close of each Plan Year, revalue and adjust each Participant's Account at its current market value at the end of the Plan Year. The Trustee shall furnish at least quarterly to each Participant a statement showing the status of his/her Account under the Plan. This statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after receipt of such statement by the Participant. SECTION 8. ACCOUNTS OF THE TRUSTEE The annual financial statement of the Plan shall be audited annually by auditors selected by the Company. SECTION 9. RECORDS The records of the Trustee, Committee and the Company shall be conclusive with respect to all matters involved in the administration of this Plan. SECTION 10. VOTING OF COMMON STOCK (a) Each Participant shall have the right to direct the Trustee as to the manner in which voting rights with respect to whole and fractional shares of Common Stock held in the Participant's Account shall be exercised. 59 (b) In order to implement the voting rights granted in this Section 10 of Article XIV, the Company shall furnish to the Trustee such information as will be distributed to shareholders of the Company in connection with each such vote and a form for the use by Participants in directing the Trustee as to the manner in which voting rights shall be exercised (the "Documents"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Documents as soon as practicable following the furnishing of the Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the voting of the whole and fractional shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be voted. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be voted. (c) In the absence of written direction from a Participant in accordance with this Section 10(b) of Article XIV, the Trustee shall vote all whole and fractional shares of Common Stock held in such Participant's Account in the same manner in which the Trustee is directed by Participants, pursuant to Section 10(b) of this Article XIV, to vote the majority of the aggregate shares of Common Stock held in such Participants' Accounts. (d) The right granted to each Participant pursuant to this Section 10 of Article XIV to direct the manner in which whole and fractional shares of Common Stock allocated to such Participant's Account are voted, and the provisions instructing the Trustee regarding the manner in which voting rights with respect to such whole and fractional shares shall be exercised in the absence of written directions from a Participant, shall include the manner in which the rights with respect to corporate action by shareholder consent is exercised. (e) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 10 of Article XIV in the event of the death of such Participant. SECTION 11. NOTICES All notices, reports and statements given, made, delivered or transmitted to a Participant shall be duly given, made, delivered or transmitted as the Committee may deem appropriate. All directions, notices and other communications from Participants to the Committee shall be in such form as may be prescribed by the Committee. 60 Such written directions, notices and other communications shall be mailed by first class mail or delivered to the secretary of the Committee and shall be deemed to have been given when received by the secretary or his/her duly authorized representative. SECTION 12. COSTS AND EXPENSES Except as provided in Article XV Section 3 with respect to transaction expenses, all costs and expenses incurred in the administration of the Plan shall be paid by the Company; provided, however, that any taxes which may be imposed on the income or the assets of the trust shall be paid out of the assets in the hands of the Trustee and shall be charged ratably against the Accounts of the Participants. Notwithstanding the foregoing, any taxes incurred by reason of specific investments or Transactions shall be charged against those Accounts of the Participants which were involved in such investments or Transactions on the basis of the respective interests of such Accounts in the investments or Transactions generating such tax liability. SECTION 13. MISCELLANEOUS The Plan shall be governed by and construed in accordance with the laws of the State of Ohio, to the extent those laws have not been superseded by Federal law (which shall otherwise apply). Participation in the Plan by a Participant shall in no way affect any of the Company's rights to assign such Participant to a different job or position; to change his/her title, authority, duties or rate of Compensation, or to terminate his/her employment. The headings and captions contained in this document are for convenience of reference only, and are not deemed to constitute a part of the Plan. Should any provision (or part of any provision) of this Plan be determined by a court of competent jurisdiction to be contrary to law or unenforceable as a matter of public policy, such provision shall be considered severable, and this Plan shall be considered not to include the provision in issue. The Plan shall be construed by the Committee, by the Plan Administrator, and all other persons relying on this document as though such provision (or part thereof) did not exist, and the Plan shall be applied and enforced in the manner determined by the Plan Administrator to be most nearly consistent with the deleted provision as is permissible under law and public policy. In the event that any benefit payable under this Plan is payable to or for the benefit of a minor, an incompetent person, or other person incapable, of receipting therefor, such benefit shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Trustee, the Committee, the Plan Administrator, the Company and all other parties with respect thereto. In the event that any benefit payable under this Plan to any Participant, Designated Beneficiary, or estate of the Participant cannot be paid because the proper payee cannot be located or identified by the Trustee, such benefit shall be deemed forfeited thirty-six (36) months from the date on which the Trustee or Plan Administrator first attempted to locate such payee, provided, 61 however, that upon presentation by such proper payee of a subsequent claim for such forfeited benefit, the full amount of the forfeited benefit shall be restored. In the event of the merger or consolidation of this Plan (or any part thereof) into any other Plan, or the transfer to or from this Plan of any of the assets held for the benefit of Participants and Designated Beneficiaries, each Participant and Designated Beneficiary affected by such merger, consolidation or transfer shall have an accrued benefit in the surviving or transferee Plan (determined as if such Plan were then terminated immediately after such merger, consolidation or transfer) that is equal to or greater than his/her accrued benefit to which he/she would have been entitled, had the Plan been terminated immediately prior to the occurrence of such merger, consolidation or transfer. Notwithstanding any provision of the Plan to the contrary, including any provision which requires the use of a written instrument, to the extent permitted by applicable law, the Committee may establish procedures for the use of electronic media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems. Notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Committee, the Committee may temporarily suspend, in whole or in part, certain provisions of the Plan, which may include, but are not limited to, a Participant's right to change his contribution election, a Participant's right to change his investment election and a Participant's right to borrow or withdraw from his Account or obtain a distribution for his Account. SECTION 14. TENDER AND EXCHANGE OFFERS Notwithstanding any other provision contained herein to the contrary (including, without limitation, the provisions of Article XV), in the event the Trustee receives (I) any tender offer which is subject to Section 14(d)(l) of the Securities Exchange Act of 1934, as amended from time to time, and to regulations promulgated thereunder, or (ii) any other offer or option to buy or exchange more than thirty percent (30%) of the outstanding shares of Common Stock, the provisions of this Section 14 of Article XIV shall apply. (a) Each Participant shall have the right to direct the Trustee as to whether to tender and sell or exchange pursuant to such offer any whole and fractional shares of Common Stock held in the Participant's Account. (b) In order to implement the rights granted in this Section 14 of Article XIV, the Company shall furnish to the Trustee such information as may be distributed by it to shareholders of the Company in connection with each such offer (the "Tender Documents"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Tender Documents together with all other materials that the Trustee receives as a shareholder from any other party with respect to such offer 62 (the "Additional Tender Documents") and a form prepared by the Trustee for the use by Participants in directing the Trustee as to whether or not shares of Common Stock in the Participants' Accounts shall be tendered and sold or exchanged as soon as practicable following the furnishing of the Tender Documents and Additional Tender Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the tender, and sale or exchange if the tender is accepted, of the whole and fractional shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be tendered. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be tendered. The Trustee shall tender all shares of Common Stock as to which valid and timely directions to do so have been received by it and have not been subsequently timely revoked prior to the expiration date of the offer to which the directions relate, and, to the extent the tender is accepted, the shares so tendered shall be sold or exchanged as soon as practical thereafter. Each Participant may direct the Trustee to withdraw any shares of Common Stock in the Participant's Account which were previously tendered, and the Trustee shall withdraw such shares of Common Stock prior to the withdrawal date of the offer, provided such direction is received in writing by the Trustee by the close of business two (2) days prior to the withdrawal date of the offer. Any and all directions given to the Trustee by any Participant pursuant to this Section 14 of Article XIV shall remain in the strict confidence of the Trustee. (c) In the absence of written direction from a Participant in accordance with Section 14(b) of Article XIV, the Trustee shall tender, and sell or exchange in the event the tender is accepted, at the times provided in Section 14(b) of Article XIV, all whole and fractional shares of Common Stock held in such Participant's Account only if the Trustee is directed by Participants, pursuant to Section 14(b) of Article XIV, to tender and sell or exchange the majority of the aggregate shares of Common Stock held in such Participants' Accounts. (d) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Tender Documents and Additional Tender Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 14 of Article XIV in the event of the death of such Participant. (e) The price at which sales of the Company's Common Stock in accordance with this Section 14 of Article XIV pursuant to a tender or exchange offer described herein shall be credited to the Participants' Accounts shall be the price paid in connection with the tender or exchange offer. Shares of Common Stock sold in accordance with this Section 14 of Article XIV pursuant to a tender or exchange offer described herein shall not be considered in computing weighted average price under Section 2 of Article XV. The cash proceeds from the sale or 63 exchange of any shares of Common Stock tendered and sold or exchanged pursuant to this Section 14 of Article XIV shall be invested in accordance with the terms of the Plan. If, as a result of a tender and sale or exchange, the Trustee receives securities or other property, such securities or property shall be held or reinvested in accordance with the terms of the Plan. Any shares of Common Stock tendered or offered but not purchased or exchanged shall be held or reinvested by the Trustee in the trust created under this Plan in accordance with the terms of the Plan. (f) Transactions in the Company's Common Stock pursuant to a tender or exchange offer in accordance with this Section 14 of Article XIV need not be made through the facilities of the New York Stock Exchange. (g) The Account of each Participant for whom the Trustee has sold or exchanged shares of Common Stock in connection with any tender offer or exchange offer described in this Section 14 of Article XIV shall be charged with a pro rata share of all expenses incurred by the Trustee in all sales or exchanges pursuant to such offer. 64 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE SECTION 1. TRANSACTION PERIOD For convenience in administration, the Committee and the Trustee shall establish a period for (a) the purchase and sale of Mutual Fund shares or the Company's Common Stock, or (b) the deposit and withdrawal of Cash with Interest, which shall be known as a Transaction Period. The Transaction Period shall commence at 4:00 p.m. Eastern Standard Time or Eastern Daylight Time on a day when both the Trustee and the New York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern Standard Time or Eastern Daylight Time on the next succeeding day when both the Trustee and the New York Stock Exchange are open for business. All purchases and sales of the Company's Common Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by the Trustee during the Transaction Period shall be in accordance with the instructions and directions of the Participants (or of the Company as to purchases of the Company's Common Stock with amounts to be credited to a Participant's Account from ESOP Contributions and Company Contributions attributable to Participant's Contributions made after June 30, 1984) which are received during a Transaction Period. The Trustee shall not be required to respond to any subsequent instruction or direction received during any Transaction Period until the next succeeding Transaction Period. SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS The transaction price for purchases and sales of Company Common Stock shall be determined based upon the closing price of the Company's Common Stock on the New York Stock Exchange on day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares of the Company's Common Stock in the Common Stock pooled account, plus uninvested cash and accrued income, divided by the number of shares in the Common Stock pooled account. The transaction price for purchases and sales in each of the Mutual Funds shall be determined based upon the closing price of each such Mutual Funds on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares in each such Mutual Funds pooled account, plus uninvested cash and accrued income; divided by the total number of shares of each such Mutual Funds pooled account. Purchases and sales of the Cash with Interest Investment Option shall be charged or credited on the basis of actual purchase or sale prices for the particular transaction. SECTION 3. ALLOCATING TRANSACTION EXPENSE Each Participant's Account for whom the Trustee has sold and/or purchased shares in one or more of the Investment Options available in the Plan pursuant to the Participant's specific investment directions shall be charged for the expenses incurred by the Plan in the exercise of the Participant's specific investment option direction. 65 SECTION 4. REGISTRATION OF SECURITIES Securities held by the Trustee may be registered in the name of the Trustee or its nominee. SECTION 5. MISCELLANEOUS The Trustee shall invest in the Company's Common Stock Investment Option, the Cash With Interest Investment Option, or Mutual Fund Investment Option as promptly as practicable after the receipt of contributions. Contributions temporarily held for investment in one of the Investment Options shall be invested by the Trustee in a short term fund approved by the Committee. All Transactions in the Company's Common Stock shall be made through the facilities of the New York Stock Exchange except for the purchase of stock from the Company as provided in Section 4 of Article V. 66 ARTICLE XVI ASSIGNABILITY It is a condition of the Plan, and all rights of each Participant shall be subject thereto, that, except as provided in a qualified domestic relations order as defined in Section 414(p) of the Code, no right or interest of any Participant in the Plan or in the Account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including, but not by the way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, but excluding the consequence of death, or mental incompetency, and no right of interest of any Participant of the Plan or in the Account shall be liable for, or subject to, any obligation or liability of such Participant. Notwithstanding any provision of the Plan to the contrary, with respect to judgments, orders, decrees or settlements issued after August 5, 1997, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Participant's benefit under the Plan, to the extent permitted under Code Section 401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii) relating to the protection of the Participant's spouse (if any) are satisfied. 67 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN SECTION 1. ACTION BY THE COMPANY The Company reserves the right, by action by its Board of Directors, to amend, modify, suspend or terminate the Plan in whole or in part at any time. Any such amendment, modification, suspension or termination shall have neither any retroactive effect to reduce or impair the interest of any Participant in assets then held for his/her Account under the Plan, nor shall provide for or permit any assets or funds then held by the Trustee to be used for or devoted to purposes other than as provided herein. Upon the termination or partial termination of the Plan or upon the complete discontinuance of Company Contributions under the Plan, the rights of each Participant to the assets then held for his/her Account under the Plan shall be nonforfeitable. SECTION 2. RETROACTIVE ACTION BY THE COMPANY The Company may, at any time, and from time to time, modify any of the provisions of the Plan retroactively, if and to the extent that such action in the judgment of the Board of Directors is necessary or appropriate to qualify or maintain the Plan and the trust established hereunder as a Plan and trust meeting the requirements of the applicable provisions of the Code, as the same may be amended from time to time or the corresponding provisions of the United States Internal Revenue laws in force from time to time; or to qualify or maintain the aforesaid Plan and trust under the Employee Retirement Income Security Act of 1974 and any amendments thereto. 68 ARTICLE XVIII ESOP FEATURE SECTION 1. ESTABLISHMENT OF ESOP (a) Effective January 1, 2002, the Plan shall consist of two components, the ESOP Feature and the Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account. The ESOP Feature is intended to qualify as a stock bonus plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7). The ESOP Feature is designed to invest primarily in "qualifying employer securities," as defined in Code Sections 4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is described in this Article XVIII. The provisions of this Article XVIII shall supercede any contrary provisions of the Plan. SECTION 2. ESOP ACCOUNT (a) The Committee shall establish an ESOP Account in the name of each Participant and shall thereafter maintain a record thereof. (b) The ESOP Account of each Participant shall be credited and debited periodically during each Plan year in which the ESOP is maintained with any additions or reductions in the number of shares of Common Stock held for such Participant in the Plan due to the reallocation of the investment of the participant's Non-ESOP Account and ESOP Account, and with any stock and cash dividends paid on common Stock attributable to units of the Common Stock fund. (c) In the event that a Participant elects a partial liquidation of the investment of his Account in Common Stock pursuant to Section 5 of Article V, Common Stock shall be liquidated pro-rata from the Participant's Non-ESOP Account and ESOP Account. SECTION 3. ESOP CONTRIBUTIONS The Company, in its discretion, may make ESOP Contributions from time to time in such amounts as are determined by the Company. All ESOP Contributions shall be made in Common Stock. ESOP Contributions for a Plan Year shall be allocated among active Participants for the Plan Year. The amount allocated to each active Participant shall be determined by multiplying each active Participant's Compensation for such Plan Year by a fraction, the numerator of which is the ESOP Contribution for such Plan Year, and the denominator of which is the total Compensation of all active Participants for such Plan Year. ESOP Contributions shall be treated as Company Contributions for purposes of distributions and withdrawals from the Plan. The ESOP Contribution subaccount of a Participant shall be invested in Common Stock, subject to the diversification rules provided in Section 4 of this Article. 69 SECTION 4. DIVERSIFICATION OF INVESTMENT Participants who are at least age 55 may diversify the investment of amounts, including amounts not Vested, held in their ESOP Accounts by transferring amounts out of the Common Stock fund to one of the other Investment Options in accordance with the provisions of Section 5 of Article V. Any transfer of such amounts out of the Common Stock fund to another Investment Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature. SECTION 5. PUT OPTION (a) If shares of Common Stock distributable to a Participant or his Beneficiary are at the time of the distribution not readily tradable on an established market, the Participant or Beneficiary will have an option (the "Put") to require the Company to purchase all of the shares actually distributed to him. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Participant or the Beneficiary only during the Option Period in which the former Participant or Beneficiary receives a distribution of shares of Common Stock. (b) The "Option Period" is the 60-day period following the day on which a Participant or his Beneficiary receives a distribution. If the former Participant or Beneficiary does not exercise the Put during that 60-day period, the Option Period will also be the 60-day period beginning after the new determination of the fair market value of Common Stock by the Committee (and notice to the Participant) in the following Plan Year. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law. (c) The "Option Price" will be the fair market value of each share of Common Stock as of the valuation date immediately preceding the date the Put is exercised, multiplied by the number of shares to be sold under the Put, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions, or similar changes to the number of outstanding shares. (d) The terms of payment for the sale of Common Stock pursuant to Put shall be as provided in the Put and may be either paid in a lump sum or in installments as provided by the Committee. An agreement to pay through installments shall be permissible only if the Common Stock subject to the put option is part of a 'total distribution', as defined in Code Section 409(h)(5), and-- (i) the agreement is adequately secured, as determined by the Committee, (ii) a reasonable rate of interest is charged, as determined by the Committee, (iii) annual payments are equal, 70 (iv) installment payments must begin not later than 30 days after the date the Put option is exercised, and (v) the term of the payment does not extend beyond five years from the date the Put option is exercised. (e) The Put will not be assignable, except that the former Participant's donees or, in the event of a Participant's death, his personal representative, will be entitled to exercise the Put during the Option Period for which it is applicable. (f) The Trustee in its discretion may, with the Company's consent, assume the Company's obligation under this Section at the time a former Participant or Beneficiary exercises the Put. If the Trustee does assume the Company's obligations, the provision of this Section that apply to the Company will also apply to the Trustee. (g) The Put will also apply to shares of Common Stock that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Participant or Beneficiary to whom the Put becomes applicable that the shares of Common Stock held by the former Participant or Beneficiary are subject to the Put for the remainder of the applicable Option Period and will inform the Participant or Beneficiary of the terms of the Put. If the written notice is given later than ten days after the shares of Common Stock cease to be publicly traded or become subject to a trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given. (h) The Committee will notify each former Participant or Beneficiary who is eligible to exercise the Put of the fair market value of each share of Common Stock as soon as practicable following its determination. The Committee and the Company will send all notices required under this Subsection to the last known address of a former Participant or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address. SECTION 6. PAYMENT OF DIVIDENDS (a) The Committee, in its sole discretion, may provide that any dividends paid in cash during the Plan Year on shares of Common Stock in which Participants' ESOP Accounts are invested shall be (i) paid in cash directly to the Participant, (ii) paid to the Plan and subsequently distributed to the Participant in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan, or (iii) at the election of the Participant, either (A) paid to the Participant as provided in Clause (i) or (ii) (as determined by the Committee) or (B) paid to the Participant's ESOP Account to be reinvested in the Common Stock. Such dividends shall be paid in accordance with procedures established by the Committee. 71 (b) If an election pursuant to Paragraph (a)(iii) is provided by the Committee, each Participant may make the election, in the manner and at the time specified by the Committee, with respect to dividends received on shares of Common Stock comprising the portion of the Common Stock fund allocated to the Participant's ESOP Account. If an election pursuant to Paragraph (a)(iii) is provided by the Committee and a Participant does not make such an election, such dividends shall be paid to the Participant's ESOP Account to be reinvested in Common Stock. (c) The Beneficiary of a deceased participant shall have the same rights as a Participant has under this Section 6. (d) The provisions of this Section 6 are intended to comply with Section 404(k) of the Code, and shall be interpreted and construed accordingly. SECTION 7. INDEPENDENT APPRAISER (a) Common Stock held in Participants' ESOP Accounts shall be valued as of each valuation date, or at the discretion of the Committee, more frequently. All valuations of Common Stock held in Participants' ESOP Accounts which is not readily tradable on an established securities market shall be made by an independent appraiser meeting requirements similar to those contained in Treasury Regulations under Code Section 170(a)(1). SECTION 8. SHARE LEGEND Shares of Common Stock in the ESOP Feature held or distributed by the Trustee may include such legend restrictions on transferability as the Company may reasonably require in order to assure compliance with applicable federal and state securities laws. SECTION 9. LIMITATION ON PERIOD OF DISTRIBUTION If any Participant (and his or her Spouse, as applicable) who is entitled to receive a distribution from his or her Prior Plan Contributions subaccount as an annuity pursuant to Section 6(b)(iv) of Article XI and in fact receives his or her distribution from such subaccount in such annuity form, such Participant will be deemed to have elected not to receive the amount in his or her ESOP Account in substantially equal periodic payments (not less frequently than annually) over a period not longer than the greater of (i) five years, or (ii) if the balance of the Participant's ESOP Account is greater than $500,000 (as adjusted periodically by the Internal Revenue Service), five years plus 1 year for each $100,000 (as adjusted periodically by the Internal Revenue Service) or fraction thereof by which such balance is greater than $500,000 (but in no event in excess ten years in the aggregate). 72 * * * IN WITNESS WHEREOF, the Company has caused this Amended and Restated Plan to be executed by their duly authorized officers and their corporate seals to be hereunto affixed the day and date written below. Attest: COOPER TIRE & RUBBER COMPANY /s/ Richard N. Jacobson By /s/ Stephen O. Schroeder - --------------------------------- --------------------------- Richard N. Jacobson Stephen O. Schroeder Assistant Secretary Treasurer 12/28/01 By /s/ Charles F. Nagy - --------------------------------- --------------------------- Date Charles F. Nagy Assistant Treasurer 73 APPENDIX A SECTION 1. DISTRIBUTION OPTIONS PRIOR TO MARCH 1, 2002 Until March 1, 2002, a distribution pursuant to Section 6(b) of Article XI, may be made, as provided in Section 6(b)(ii) of Article XI, as follows: (a) COOPER TIRE & RUBBER COMPANY THRIFT AND PROFIT SHARING PLAN. For persons who were Participants in the Plan on December 31, 2001, a distribution may be made in two (2) installment distributions, with the first installment to be at least fifty percent (50%) of the Participant's Account balance (as determined in Sections 3, 4 or 5 of Article XI) and to begin within ninety (90) days from the date the Participant terminated participation in this Plan, and the second and final installment to include the remainder of the Account balance and to be received within twenty-four (24) months after the date the Participant terminated participation in this Plan. (b) THE STANDARD PRODUCTS COMPANY INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN. (i) For Participants with a Prior Plan Contributions subaccount that includes amounts attributable to The Standard Products Company Individual Retirement and Investment Trust Plan, a distribution of such amount in the Prior Plan Contributions subaccount may be made in equal, or nearly equal, quarterly installments over a fixed period which shall not exceed the joint life expectancy of the Participant and his spouse. The life expectancy of a Participant and his spouse shall be determined in accordance with a standard mortality table in general use. All installment contributions shall be made on a pro-rata basis from the total amount in the Participant's Prior Plan Contribution subaccount attributable to The Standard Products Company Individual Retirement and Investment Trust Plan as held in the various Investment Options. Such installments shall be paid beginning with the first calendar quarter immediately following the Participant's termination of employment with appropriate adjustments at the end of each calendar quarter for the income and changing values of the distribution amount, provided, however, that if a Participant should elect early retirement under the provisions of a retirement plan of the Company in which he is a participant, the Participant may request that the Committee defer the commencement of his benefits until not later than the first day of the calendar quarter following his normal retirement date as determined in the Company's retirement plan (which in no event may be later than the Participant's sixty-fifth (65th) birthday). Such a request must be filed in writing with the Committee at least thirty (30) days prior to the Participant's early retirement date or at such other time as may be acceptable to the Committee. 74 If a Participant dies prior to the distribution to him or her of all amounts to be distributed under this clause (i), the undistributed portion shall be paid to the Participant's Designated Beneficiary in accordance with clause (ii) below. Notwithstanding the foregoing, the undistributed portion shall be distributed at least as rapidly as the method of distribution being used as of the date of the Participant's death. (ii) If a Participant described in clause (i) is entitled to a distribution under Section 6(b) of Article XI by reason of his or her death, the total amount in the Participant's Prior Plan Contribution subaccount attributable to The Standard Products Company Individual Retirement and Investment Trust Plan may distributed in equal or nearly equal quarterly installments over a fixed period not exceeding: (A) if the Designated Beneficiary is the deceased Participant's surviving spouse, the Designated Beneficiary's remaining life expectancy at the time installment payments begin, (B) if the Designated Beneficiary is other than the deceased Participant's surviving spouse, five (5) years from the Participant's death, or (C) such shorter fixed period as the Designated Beneficiary may request. Distributions under this clause (ii) shall not commence later than sixty (60) days after the end of the Plan Year in which a Participant's death occurs. (c) THE STANDARD PRODUCTS COMPANY MONEY PURCHASE PENSION PLAN AND TRUST FOR HOURLY EMPLOYEES. (i) For Participants with a Prior Plan Contributions subaccount that includes amounts attributable to The Standard Products Company Money Purchase Pension Plan and Trust for Hourly Employees, a distribution of such amount in the Prior Plan Contributions subaccount may be made, subject to the automatic forms of benefit distributions described in Section 6(b)(iv) of Article XI, in equal monthly, quarterly, semiannual or annual installment payments over a specified period. Except as required in Section 6(b)(iv) of Article XI, in no event shall benefits be distributed in the form of an annuity requiring the survival of the Participant or his or her Designated Beneficiary as a condition of payment. (ii) The payment of benefits in an installments, pursuant to this Subsection (c), to a Participant or Designated Beneficiary shall be made or shall commence, as the case may be, within a reasonable period of time following the Participant's termination of employment or, in the case of a distribution to a Designated Beneficiary, within one year following the Participant's death. The Participant (or his Designated Beneficiary) may 75 elect to postpone the distribution or the commencement of a distribution described in clause (i) until not later than the latest date permitted under the following provisions of this clause (ii). Unless a Participant elects to defer benefit payments in accordance with the provisions of this clause (ii), under no circumstances shall any method of distribution provide for the commencement of benefit payments more than sixty (60) days subsequent to the last day of the Plan Year in which occurs the later of the Participant's 65th birthday or his actual termination of employment; provided, however, that if the amount of the payment required to commence by such date cannot be ascertained by such date, or if it is not possible to make such payment by such date because the Committee has been unable to locate the Participant after making reasonable efforts to do so, a payment retroactive to such date may be made no later than sixty (60) days after the earliest date on which the amount of such payment can be ascertained under the Plan or the date on which the Participant is located, whichever is applicable. Any Participant and any Designated Beneficiary who is the surviving spouse of a deceased Participant entitled to benefits hereunder may elect to have the payment, or commencement of payment, of such benefits deferred, but in no event shall any such benefit payment begin later than April 1 of the calendar year following the calendar year in which such Participant or Beneficiary attained age 70 1/2. Such deferral can be made by submitting to the Committee a signed written statement describing the benefit and the date on which such payment is to be made or commence. The failure of any Participant or Designated Beneficiary to request such a deferral while any benefit is immediately distributable shall be deemed as an election to defer commencement of the payment of any benefit payment under this Plan. Notwithstanding anything under this Subsection (c) to the contrary, no method of distribution, and no deferral, shall provide for a so-called "Interest Option" or extend payments over, or permit a payment to be made after the end of, a period of time which exceeds whichever of the following is applicable: (A) In the case of benefits distributable to a Participant whose Designated Beneficiary is his spouse, a specified period not longer than the joint and last survivor expectancy of the Participant and his spouse at the time benefit payments to the Participant commence; or (B) In the case of benefits distributable to a Participant whose Designated Beneficiary is other than his spouse, a specified period equal to the life expectancy of the Participant and Designated Beneficiary at the time benefit payments to the Participant commence; or 76 (C) In the case of benefits distributable to the Designated Beneficiary of a Participant who died before payments to him commenced, a specified period not longer than the life expectancy of the Beneficiary at the time benefit payments commence, all in accordance with and subject to the requirements of Proposed Treasury Regulations Sections 1.401(a)(9)-1 and 1.401(a)(9)-2, and any subsequently issued Regulations under Code Section 401(a)(9); provided, however, that the foregoing shall not preclude distributions under a designation (before January 1, 1984) by any employee in accordance with the designation described in Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982 (as in effect before the amendments made by the Deficit Reduction Act of 1984). If distribution is made in installments, the amount of each installment shall be not less than the quotient obtained by dividing the undistributed benefits by the number of remaining installments. Moreover, notwithstanding the proceeding provisions of this Subsection (c), if a Participant dies before his entire interest in the Plan has been paid to him, then the remaining portion of such interest shall be distributed at least as rapidly as the method of distribution being used under sub-clauses (A) and (B) as of the date of his death. (d) PROFIT-SHARING PLAN OF OLIVER RUBBER GROUP. (i) For Participants with a Prior Plan Contributions subaccount that includes amounts attributable to the Profit-Sharing Plan of Oliver Rubber Group, a distribution of such amount in the Prior Plan Contributions subaccount may be made in equal monthly, quarterly, semiannual or annual installment payments over a specified period, as determined by the Committee, after consultation with the Participant; provided, however, that the distribution to any Beneficiary who is not a natural person shall be made in a single lump sum payment. In no event shall benefits be distributed in the form of an annuity requiring the survival of the Participant or his or her Designated Beneficiary as a condition of payment; however, benefits may be distributed in the form of an annuity under a Group Annuity Contract, providing for a monthly guaranteed income for a period certain, issued to the Trustee by a legal reserve life insurance company authorized to do business in the State of California. (ii) The distribution provided for under this Subsection (d) shall be made or shall commence, as the case may be, within a reasonable period of time following the Participant's termination of employment or, in the case of a distribution to a Designated Beneficiary, within one year following the Participant's death. The Participant (or his or her Designated Beneficiary) may elect to postpone the distribution or the commencement of the distribution under this Subsection (d) until not later than the latest date permitted under the following provisions of this clause (ii). Unless a 77 Participant elects to defer benefit payments in accordance with the provisions of this clause (ii), under no circumstances shall the distribution provided for under clause (i) more than sixty (60) days subsequent to the last day of the Plan Year in which occurs the later of the Participant's 65th birthday or his actual termination of employment; provided, however, that if the amount of the payment required to commence by such date cannot be ascertained by such date, or if it is not possible to make such payment by such date because the Committee has been unable to locate the Participant after taking reasonable efforts to do so, a payment retroactive to such date may be made no later than sixty (60) days after the earliest date on which the amount of such payment can be ascertained under the Plan or the date on which the Participant is located, whichever is applicable. Any Participant and any Designated Beneficiary who is the surviving spouse of a deceased Participant entitled to benefits hereunder may elect to have the payment, or commencement of payment, of such benefits deferred, but, in no event shall any such benefit payment begin later than April 1 of the calendar year following the calendar year in which such Member or Beneficiary attained age 70 1/2. Such deferral can be made by submitting to the Committee a signed written statement describing the benefit and the date on which such payment is to be made or commence. The failure of any Member or Beneficiary to request such a deferral while any benefit is immediately distributable shall be deemed as an election to defer commencement of the payment of any benefit payment under this Plan. Notwithstanding anything herein to the contrary, no method of distribution, and no deferral, shall provide for a so-called "Interest Option" or extend payments over, or permit a payment to be made after the end of, a period of time which exceeds whichever of the following is applicable: (A) In the case of benefits distributable to a Participant whose Designated Beneficiary is his spouse, a specified period not longer than the joint and last survivor expectancy of the Participant and his spouse at the time benefit payments to the Participant commence; or (B) In the case of benefits distributable to a Participant whose Designated Beneficiary is other than his spouse, a specified period equal to the life expectancy of the Participant a the time benefit payments to the Participant commence; or (C) In the case of benefits distributable to the Designated Beneficiary of a Participant who died before payments to him commenced, a specified period not longer than the life expectancy of the Designated Beneficiary at the time benefit payments commence, 78 all in accordance with and subject to the requirements of Proposed Treasury Regulations Section 1.401(a)(9)-1 and 1.40(a)(9)-2, and any subsequently issued Regulations under Code Section 401(a)(9); provided, however, that the foregoing shall not preclude distributions under a designation (before January 1, 1984) by any Employee in accordance with the designation described in section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982 (as in effect before the amendments made by the Deficit Reduction Act of 1984). If distribution is made in installments, the amount of each installment shall be not less than the quotient obtained by dividing the undistributed benefits by the number of remaining installments. Moreover, notwithstanding the proceeding Subsection (d), if a Member dies before his entire interest in the Plan has been paid to him, then the remaining portion of such interest shall be distributed at least as rapidly as the method of distribution being used under subclauses (A) and (B) as of the date of his death. (e) SIEBE AUTOMOTIVE EMPLOYEES' PROFIT SHARING PLAN. (i) For Participants with a Prior Plan Contributions subaccount that includes amounts attributable to the Siebe Automotive Employees' Profit Sharing Plan, a distribution of such amount in the Prior Plan Contributions subaccount (A) shall, unless elected otherwise by the Participant (and his or her Spouse) in accordance with applicable law, be made in the form of an immediate annuity for the life of the Participant with 50% Joint and Survivor Annuity (as defined in Section 6(b) of Article XI of the Plan) if the Participant is married on the Annuity Starting Date (as defined in Section 6(b) of Article XI of the Plan) or an immediate single life annuity if the Participant is not married on the Annuity starting Date; (B) subject to the automatic forms of benefit distributions described in sub-clause (A), may be made in the form of a 75%, 66-2/3%, or 100% Joint and Survivor Annuity (as defined in Section 6(b) of Article XI of the Plan) if the Participant is married on the Annuity Starting Date (as defined in Section 6(b) of Article XI of the Plan); or (C) may be made in equal, or nearly equal, installments over a fixed period which shall not exceed the life expectancy of the Participant (or joint life expectancy of the Participant and his or her spouse). The life expectancy of a Participant and his spouse shall be determined in accordance with a standard mortality table in general use. 79 (ii) Unless the Participant elects otherwise, a distribution under this Subsection (e) shall not commence later than the 60 days after the close of the Plan Year in which the latest of the following events occurs: (A) the date on which the Participant reaches age 65; (B) the date which is 10 years after the Participant first became a Participant; or (C) the date the Participant terminated his or her employment. 80 AMENDMENT NO. 1 TO THE COOPER TIRE & RUBBER COMPANY SPECTRUM INVESTMENT SAVINGS PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2002) Cooper Tire & Rubber Company hereby adopts this Amendment No. 1 to the Cooper Tire & Rubber Company Spectrum Investment Savings Plan (as amended and restated effective January 1, 2002) (the "Plan"), effective on the date executed hereof. SECTION 1 The first sentence of Section 2(k) of Article VII of the Plan is hereby amended in its entirety to read as follows: "A loan shall be deemed to be in default upon a Participant's termination of employment for any reason if the loan is not repaid in full within [60 DAYS] following the date of the Participant's termination of employment." SECTION 2 Section 2(l) of Article VII of the Plan is hereby amended in its entirety to read as follows: "(l) In the event a Participant defaults on a loan for a reason other than termination of employment, such participant shall be provided a cure period to correct such default. Such cure period shall begin as of the date of default and shall end on the last day of the calendar quarter following the calendar quarter of the date of default. In the event such default is not cured within the foregoing cure period, the Plan Administrator shall report the amount of unpaid principal and interest as a "deemed distribution" as described in Internal Revenue Code Section 72(p) and Regulations promulgated thereunder, and shall deduct the unpaid loan amount from the Participant's Loan Account." SECTION 3 The last sentence of Section 2(o) of Article VII of the Plan is hereby amended in its entirety to read as follows: "All expenses related to the administration of the participant loan program (including origination and maintenance fees) shall be borne by those Participants with outstanding loan balances." 81 EXECUTED this 8th day of August 2002. COOPER TIRE & RUBBER COMPANY By /s/ Stephen O. Schroeder ------------------------------- Stephen O. Schroeder Treasurer By /s/ Charles F. Nagy ------------------------------- Charles F. Nagy Assistant Treasurer 82 AMENDMENT NO. 2 TO THE COOPER TIRE & RUBBER COMPANY SPECTRUM INVESTMENT SAVINGS PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002) The Cooper Tire & Rubber Company (the "Company") hereby adopts this Amendment No. 2 to the Cooper Tire & Rubber Company Spectrum Investment Savings Plan (As Amended and Restated Effective as of January 1, 2002) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 2002, unless otherwise indicated. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. One of the purposes of this Amendment is to reflect the adoption of various provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to satisfy the "good faith" compliance requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder. SECTION 1 Section (38) of Article I of the Plan is hereby amended in its entirety to read as follows: "(35) 'Pre-Tax Dollar Qualifier Contributions (PDQ)' - the contributions provided for under Sections 1(a) and 11 of Article III. Pre-Tax Dollar Qualifier Contributions are also sometimes referred to as a 'Company Salary Reduction Contribution'." SECTION 2 Section (45) of Article I of the Plan is hereby amended in its entirety to read as follows: "'Total and Permanent Disability' - a condition determined by the Social Security Administration to entitle the Participant to disability benefits under the Social Security Act, provided that the Participant is receiving such benefits under the Social Security Act." SECTION 3 Section 1(a) of Article III of the Plan is hereby amended by inserting the following sentence immediately after the first sentence thereof: "The foregoing limits shall not apply to the Catch-Up Pre-Tax Dollar Qualifier Contributions of Section 11 of Article III." 83 SECTION 4 Section 2(b)(ii) of Article III of the Plan is hereby amended in its entirety to read as follows: "(ii) The Average Contribution Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Participants who are Non-highly Compensated Employees for the Plan Year multiplied by two (2)." SECTION 5 Section 2(c)(ii) of Article III of the Plan is hereby amended in its entirety to read as follows: "(ii) The Actual Deferral Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Actual Deferral Percentage for Participants who are Non-highly Compensated Employees for the Plan Year multiplied by two (2)." SECTION 6 Article III of the Plan is hereby amended by adding the following new Section 11 to the end thereof: "SECTION 11 CATCH-UP PRE-TAX DOLLAR QUALIFIER CONTRIBUTIONS Effective January 1, 2003, all Participants who have elected to make Pre-Tax Dollar Qualifier Contributions to this Plan and who have attained age 50 before the end of a particular Plan Year shall be eligible to make catch-up contributions (the "Catch-Up Pre-Tax Dollar Qualifier Contributions") in accordance with, and subject to the limitations of, section 414(v) of the Code; provided, however, that Catch-Up Pre-Tax Dollar Qualifier Contributions shall not be eligible for Company Contributions under Section 1 of Article IV of the Plan, and provided further that Catch-Up Pre-Tax Dollar Qualifier Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 401(a)(30) and 415(c) of the Code (I.E., Section 1(a) of Article III and Section 1(a) of Article XII of the Plan, respectively). In addition, notwithstanding any provision of the Plan to the contrary, the Plan shall not be treated as failing to satisfy the requirements of Sections 401(k)(3), 401(k)(11), 410(b), or 416 of the Code, as applicable, by reason of the making any such Catch-Up Pre-Tax Dollar Qualifier Contributions." 84 SECTION 7 Section 1 of Article IV of the Plan is hereby amended by inserting the following new paragraph at the end thereof: "In addition, no Company Contributions shall be made with respect to any Catch-Up Pre-Tax Dollar Qualifier Contributions." SECTION 8 Section 5(a)(i) of Article IX of the Plan is hereby amended in its entirety to read as follows: "the Participant's retirement, death, Total and Permanent Disability, or severance from employment;" SECTION 9 Section 5(a) of Article IX of the Plan is hereby amended by (a) deleting subsections (iv) and (v) and (b) renumbering subsection (vi) as subsection (iv). SECTION 10 Section 5(b)(ii) of Article IX of the Plan is hereby amended by (a) deleting subsection (C), (b) deleting the phrase "at least 12 months" and substituting the phrase "6 months" in subsection (D) where it occurs therein, and (c) renumbering subsection (D) as subsection (C). SECTION 11 Section 1 of Article XI of the Plan is hereby amended by deleting subsections (c) and (d), and by deleting the phrase ", or" at the end of subsection (b) and substituting a period therefor. SECTION 12 Section 6(f)(i)(A) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(A) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a 85 designated beneficiary or for a specified period of ten years or more, the portion of any distribution that is not includible in gross income (determined without regard to the exclusion from gross income for net unrealized appreciation under Section 402(e)(4) of the Code), such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and any distribution which is made upon hardship of the distributee. Notwithstanding the foregoing, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Sections 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible." SECTION 13 Section 6(f)(i)(B) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(ii) 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, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state that accepts the Distributee's Eligible Rollover Distribution." SECTION 14 Section 1(a) of Article XII of the Plan are hereby amended in its entirety to read as follows: "(a) MAXIMUM ANNUAL ADDITION: Except to the extent permitted under Section 11 of Article III of the Plan and Code Section 414(v), the maximum annual addition (as defined in Subsection (c) of this Section) to a Participant's Account (and to any Account for him/her under any other defined contribution plan, whether or not terminated, maintained by any Controlled Group Member) shall in no event exceed the lesser of (1) $40,000 (as adjusted pursuant to Section 415(d) of the Code), or (2) 100% of the Participant's Compensation (as defined in Subsection (b) below) for the Plan Year. The Compensation limit referred to in (2) shall not apply to any contribution for medical benefits after separation from 86 service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition." SECTION 15 Section 1(g) of Article XIII of the Plan is hereby amended in its entirety to read as follows: "(g) Key Employee: An Employee or former Employee who at any time during the Plan Year was an officer of the Employer having annual Compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5% owner of the Employer, or a 1% owner of the Employer having annual Compensation of more than $150,000. The term "Key Employee" shall also include such Employee's Beneficiary in the event of Employee's death." SECTION 16 Section 1(k) of Article XIII of the Plan is hereby amended in its entirety to read as follows: (k) Top-Heavy Account Balance: A Participant's (including a Participant who has received a total distribution from this Plan) or a Beneficiary's aggregate balance standing to his/her Account as of the valuation date coinciding or immediately preceding the Determination Date as adjusted by the amount of any Company Contributions or ESOP Contributions made or due to be made after such valuation date but before the expiration of the extended payment period in Section 412(c)(10) of the Code, provided, however, that (i) such balance shall include the aggregate distributions made during the one (1)-year period ending on the Determination Date (including distributions under a terminated Plan which if it had not been terminated would have been included in a Required Aggregation Group), provided that if such aggregate distributions were made for a reason other than separation from service, death or disability, this clause (i) of Section 1(k) of Article XIII shall be applied by substituting "five (5)-year period" for "one (1)-year period" and (ii) if an Employee or former Employee has not performed any service for any Company maintaining the Plan at any time during the one (1) year period ending on the Determination Date, his/her Account (and/or the Account of his/her Beneficiary) shall not be taken into account." SECTION 17 Section 5 of Article XIII of the Plan is hereby amended by inserting the following new subsection (e) at the end thereof: "(e) Company Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the 87 Code and the Plan. The preceding sentence shall apply with respect to Company Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Company Contributions that are used to satisfy the minimum contribution requirements shall be treated as Company Contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code." SECTION 18 Subsections (i), (ii) and (iii) of Section 3(g) of Article XIV of the Plan are hereby amended to read as follows: "(i) Unless such claim is allowed in full by the Committee, the Committee shall (within 90 days after such claim was filed, plus an additional period of 90 days if required for processing and if notice of the 90-day extension of time indicating the specific circumstances requiring the extension and the date by which a decision shall be rendered is given to the claimant within the first 90-day period) cause written notice to be mailed to the claimant of the total or partial denial of such claim. (ii) Such notice shall be written in a manner calculated to be understood by the claimant and shall state (A) the specific reason(s) for the denial of the claim, (B) specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the denial of the claim was based, (C) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and (D) an explanation of the review procedure specified in Section 3(g)(iii) of this Article XIV. (iii) Within 90 days after the denial of his or her claim, the claimant may appeal such denial by filing with the Plan Administrator his or her written request for a review of the claim. Such request for review must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the Plan Administrator or its designee. If the claimant does not file a request for review of his or her claim within such 90-day period, the claimant shall be conclusively presumed to have accepted as final and binding the initial decision of the Plan Administrator on his or her claim. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the 88 Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. If such an appeal is so filed within such 90-day period then the Plan Administrator, or a named fiduciary designated by the Administrator, shall conduct a full and fair review of such claim. During such full review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and with reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. After the completion of such full review, the reviewer shall mail or deliver to the claimant a written decision on the matter based on the facts and pertinent provisions of the Plan and/or Trust Fund and/or applicable law. Such decision shall be mailed or delivered to the claimant within a period of 60 days after the Administrator's receipt of the request for review unless special circumstances require an extension of time, in which case such decision shall be rendered not later than 120 days after receipt of such request. (If an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.) Such decision (A) shall be written in a manner calculated to be understood by the claimant, (B) shall state the specific reason(s) for the decision, (C) shall make specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the decision is based and (D) shall, to the extent permitted by applicable law, be final and binding on all interested persons. The notice of the adverse determination shall also include a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and contain a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures and a statement of the claimant's right to bring an action under Section 502(a) of ERISA." 89 EXECUTED this 27th day of December 2002. THE COOPER TIRE & RUBBER COMPANY By /s/ Stephen O. Schroeder -------------------------------- Stephen O. Schroeder Treasurer By /s/ Charles F. Nagy -------------------------------- Charles F. Nagy Assistant Treasurer 90 EX-99.C 9 l98078aexv99wc.txt EX-99.C Exhibit (99c) COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN (Findlay) As Amended and Restated Effective as of January 1, 2001 or as otherwise provided in Plan TABLE OF CONTENTS

PAGE I Definitions.............................................................................................2 II Eligibility And Participation..........................................................................11 III Participants' Contributions............................................................................13 IV Company Contributions..................................................................................16 V Investment Of Contributions............................................................................20 VI Vesting Of Contributions...............................................................................23 VII Suspension Of Participation............................................................................24 VIII Application Of Company Contributions Forfeited.........................................................25 IX Withdrawal Of Contributions............................................................................26 X Designation Of Beneficiary.............................................................................28 XI Distribution Of Contributions..........................................................................29 XII Maximum Contribution Limitation........................................................................36 XIII Reserved...............................................................................................41 XIV Administration Of The Plan.............................................................................42 XV Securities Transactions By Trustee.....................................................................52 XVI Assignability..........................................................................................54 XVII Amendment, Modification, Suspension Or Termination Of The Plan.........................................55 XVIII ESOP Feature...........................................................................................56

-i- AGREEMENT THIS AGREEMENT is made and entered into this 6th day of November, 2000, by and between Cooper Tire & Rubber Company hereinafter referred to as the "Company" for its plant located in Findlay, Ohio and the United Steelworkers of America, and Local 207L thereof executing this Agreement; the International Union and the Local Union collectively being hereinafter referred to as the "Union." Effective January 1, 2002, an ESOP will be established under the Plan described in this Agreement. The ESOP feature is described in Article XVIII of the Plan and in other relevant Plan sections. The provisions of the Plan relating to the ESOP feature shall not be effective until January 1, 2002. 1 ARTICLE I DEFINITIONS For the purposes of this Plan, the following words and phrases shall have the following meanings unless a different meaning is clearly required by the context: (1) "Account" of a Participant or "Participant's Account" - the then total current market value of the account in the Participant's name as determined by the Trustee representing the entire interest of a Participant in the Plan. Effective January 1, 2002, each account shall consist of the Non-ESOP Account and ESOP Account. Prior to January 1, 2002, each account shall consist of a Pre-Tax Savings Plan Contribution subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions attributable to a Participant and allocated earnings attributable thereto and a Company Contribution subaccount which will reflect the amount of Company Contributions made pursuant to Article IV herein and allocated earnings attributable thereto. (2) "Active Participation" - the making of Participant contributions to the Plan and the right to share in the allocation of Company Contributions and ESOP Contributions, if any. (3) "Actual Deferral Percentage" - for each Plan Year, the ratios (expressed as a percentage and calculated separately for each Eligible Employee in a specified group) of (a) the total amount of Company Wage Reduction Contributions to (b) the Eligible Employee's aggregated Compensation for such Plan Year. Effective until January 1, 1997, for purposes of determining the Actual Deferral Percentage for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, any Compensation paid to a Family Member or any contribution made by the Company on such Family Member's behalf under Section 1 of Article III shall be treated as paid to or contributed on behalf of the Highly Compensated Employee. Such Family Member shall be disregarded in determining the Actual Deferral Percentage for Non-Highly Compensated Employees. In addition, the Actual Deferral Percentage for any Highly Compensated Employee for the Plan Year and who is a participant under two or more plans described in Section 401(k) of the Code which are maintained by the Company, shall be the sum of the Actual Deferral Percentages under each of such plans. (4) "Adjusted Employment Date" - the date arrived at when the Employee's prior Continuous Credited Service is subtracted, according to Section 2 of Article II, from the date on which the Employee first renders service entitling him/her to credit for an Hour of Service subsequent to a prior period of Continuous Credited Service. (5) "Affiliated Group" - means the Company and any and all other corporations, trades and/or businesses, the employees of which together with Employees of the Company are 2 required, by the first sentence of Subsection (b) or Subsection (c) of section 414 of the Code to be treated as if they were employed by a single employer. Each corporation or unincorporated trade or business that is or was a member of the Affiliated Group shall be referred to herein as an "Affiliated Group Member" or an "Affiliated Company" but only during such period as it is or was such a member. (6) "Code" - the Internal Revenue Code of 1986, as amended to date, and as it may hereafter be amended, or any successor statute of similar purpose. (7) "Committee" - the Defined Contribution Plan Committee established herein. (8) "Common Stock" - common stock of Cooper Tire & Rubber Company, which is intended to be 'employer securities' within the meaning of Section 409(l) of the Code, and 'qualifying employer securities' within the meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to acquire and hold Common Stock, and shall be an eligible individual account plan, as that term is defined in Section 407(d)(3)(A) of ERISA. (9) "Company" - Cooper Tire & Rubber Company and any of its subsidiary corporations which adopt this Plan. (10) "Company Contributions" - contributions made by the Company pursuant to Article IV of the Plan, other than Company Wage Reduction Contributions. (11) "Company Wage Reduction Contributions" - amounts transferred to the Plan by the Company pursuant to wage reduction arrangements between the Company and Participants, also sometimes referred to herein as Pre-tax Savings Plan Contributions. (12) "Compensation" - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time. Effective until January 1, 1997, in determining the compensation of a Participant for purposes of the limitation, the rules of section 414(q)(6) of the Code shall apply, except in applying such rules, the term family shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of the rules described in the preceding sentence the limitation of Section 401(a)(17) of the Code is exceeded, then the limitation shall be prorated among the affected individual's Compensation as determined under this section prior to the application of this limitation. 3 In addition to other applicable limitations set forth in the plan, and notwithstanding any other provision of the plan to the contrary, for plan years beginning on or after January 1, 1994, the annual compensation of each employee taken into account under the plan shall not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93) annual compensation limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For plan years beginning on or after January 1, 1994, any reference in this plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in this provision. If compensation for any prior determination period is taken into account in determining an employee's benefits accruing in the current plan year, the compensation for that prior determination period is subject to the OBRA '93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is $150,000. (13) "Continuous Credited Service" - the number of years aggregated under the provisions of Article II, Section 2, except that Continuous Credited Service prior to January 1, 1976, shall be calculated from the most recent Employment Date. (14) "Current Earnings" - net income before federal income taxes of the Company for its current fiscal year and before deducting any Company Contributions or ESOP Contributions to this Plan for such fiscal year determined on the basis of generally accepted accounting principles. (15) "Designated Beneficiary" - the beneficiary chosen by the Participant, in accordance with the provisions of Article VIII herein, to receive, upon the Participant's death, any benefit payable under this Plan by reason of the Participant's death. (16) "Eligible Employee" - any Employee who has satisfied the provisions of Section 1 of Article II. (17) "Employee" - any employee of the Findlay plant of the Company whose terms and conditions of employment are determined through collective bargaining with the Union. The term "Employee" includes Company employee out-of-town truck drivers. To the extent required by Section 414(n) of the Code, the term "Employee" includes any person who is a "leased employee" of the Company or any other Controlled Group Member. For purposes of this Subsection, a "leased employee" means any person who, pursuant to an agreement between the Company or a Controlled Group Member and any other person 4 ("leasing organization"), has performed services for the Company or Controlled Group Member on a substantially full-time basis for a period of at least one year, and, effective January 1, 1997, such services are performed under primary direction or control of the Company or Controlled Group Member. Contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the Company or a Controlled Group Member will be treated as provided by the Company or Controlled Group Member. A leased employee will not be considered an Employee of the Company or a Controlled Group Member, however, if (1) leased employees do not constitute more than 20% of the Company's or Controlled Group Member's non- highly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by a money purchase pension plan maintained by the leasing organization that provides (i) a non-integrated employer contribution rate of at least 10% of compensation, (ii) immediate participation and (iii) full and immediate vesting. All personal and relative pronouns, singular or plural, and words "person", "Employee", and "Employees" shall refer to both male and female Employees generally. (18) "Employment Date" - the date on which the Employee first completes an Hour of Service in the employ of the Company, whether or not that service is performed as an Employee. (19) "ESOP Account" - shall include all amounts in the Participant's Account that are transferred to the ESOP Account pursuant to Section 3 and Section 5 of Article V. The ESOP Account shall be established under the ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Company Contributions subaccount which will reflect the amount of Company Contributions in the ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto, and an ESOP Contributions subaccount which will reflect the amount of ESOP Contributions in the ESOP Account made pursuant to Article XVIII herein and allocated earnings attributable thereto. (20) "ESOP Contributions" - are the discretionary contributions made by the Company pursuant to Section 3 of Article XVIII. (21) "ESOP Feature" - is the portion of the Plan described in Article XVIII and shall be effective January 1, 2002. The ESOP Feature consists of the ESOP Account. (22) "Family Member" - effective until January 1, 1997, with respect to any Employee, such Employee's spouse and lineal ascendants and descendants and the spouses of such lineal ascendants and descendants. (23) "Highly Compensated Employee" - the term Highly Compensated Employee includes highly compensated active Employees and highly compensated former Employees. 5 For a particular Plan Year, effective January 1, 1997, a highly compensated active Employee means any Employee who: (i) was a 5-percent owner at any time during the current or the preceding Plan Year or (ii) for the preceding Plan Year received compensation from the Company in excess of the amount in effect for such Plan Year under Section 414(q)(1)(B) of the Code and was in the top-paid group of Employees for such preceding Plan Year. For the purposes of this Subsection, (i) the term "compensation" shall mean (A) for the period prior to January 1, 1998, the sum of an Employee's compensation under Section 415(c)(3) of the Code and the Employee's Pre-Tax Savings Plan Contributions (subject to the limitations of Section 401(a)(17) of the Code), and (B) for periods commencing on and after January 1, 1998, an Employee's compensation under Section 415(c)(3) of the Code (subject to the limitation of Section 401(a)(17) of the Code), and (ii) the term "top-paid group" shall mean that group of Employees of the Company consisting of the top 20 percent (20%) of such Employees when ranked on the basis of compensation paid by the Company during the Plan Year. A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Company during the determination year, and was a highly compensated active Employee for either the separation year or any determination year ending on or after the Employee's 55th birthday. This paragraph shall apply until January 1, 1997. If any Employee is, during a determination year or look-back year, a family member of either a 5 percent owner who is any active or former Employee or a Highly Compensated Employee who is one of the 10 most Highly Compensated Employees ranked on the basis of Compensation paid by the Company during such year, then the family member and 5 percent owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family member and 5 percent owner or top-ten Highly Compensated Employee shall be treated as a single Employee receiving compensation and Plan contribution or benefits equal to the sum of such Compensation and contributions or benefits of the family member and 5 percent owner or top-ten Highly Compensated Employee. For purposes of this section, family member includes the spouse, lineal ascendants and descendants of the Employee or former Employee and the spouses of such lineal ascendants and descendants. The determination of who is a Highly Compensated Employee, including the determination of the number and identity of Employees in the top-paid group, and the compensation that is considered, will be made in accordance with section 414(q) of the Code and the regulations thereunder. (24) "Hour of Service" - each hour for which an employee is paid, or entitled to payment, by the Company for the performance of duties or on account of a period of time during which no duties are performed due to vacation, holiday, jury duty, short-term military duty or funeral absence. Each hour for which an employee is not paid, or not entitled to payment, on account of a period of time during which the employee continues to accrue 6 Continuous Credited Service while under an approved leave of absence for illness, incapacity or disability, long-term military duty or personal reasons. Each hour for which an employee is paid back pay, regardless of mitigation of damages, except for hours previously credited for the same period, or severance pay. Hours of Service shall not be credited due to payments received by an employee from a plan maintained for the sole purpose of complying with applicable worker's or unemployment compensation laws, complying with disability insurance laws, or reimbursement of medical or medically related expenses. Such hours shall be credited as specified in Section 201 of the Employee Retirement Income Security Act of 1974, as amended, and as specified at Title 29, Code of Federal Regulations, 2530.200b. Hours of Service performed at premium rates (such as holiday pay overtime or shift differential) shall be credited as single Hours of Service, regardless of the rate of compensation in effect for such service. If an Employee is absent from work for any period which commences on or after the Effective Date: (a) by reason of the pregnancy of the Employee, (b) by reason of the birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (d) for purposes of caring for any such child for a period beginning immediately following such birth or placement, and the absence is permitted under the Company-Union basic labor agreement, the Employee shall not, solely by reason of such absence, be considered to have incurred a Severance Date for purposes of participation and for determining his/her vested interest until the expiration of the consecutive twenty-four (24) month period commencing on the first day of the absence. If an Employee is absent from work for any period for any reasons referred to in subparagraphs (a), (b), (c) and (d) of this subsection, and such period includes the last day of the Plan Year, the Employee shall be deemed to be employed on such date for purposes of Section 3 of Article II. (25) "Investment Option" - one of those forms of investment which are available to a Participant to invest Company Wage Reduction Contributions, vested Company Contributions and related earnings under the Plan. (26) "Leave of Absence" - leave of absence granted by the Company due to illness or injury, required U.S. Military Service, or other special leave of absence set forth in the 7 Company-Union basic labor agreement, under which all Participants in similar circumstances shall be treated alike. (27) "Non-ESOP Account" - shall include all Pre-Tax Savings Plan Contributions, Company Contributions, and Transfer Contributions made to the Plan pursuant to Articles III and IV of the Plan; except that the Non-ESOP Account shall not include any portion of such contributions transferred to the Participant's ESOP Account pursuant to Section 3 and Section 5 of Article V. The Non-ESOP Account shall be established under the Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, and a Company Contributions subaccount which will reflect the amount of Company Contributions in the Non-ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto. (28) "Non-ESOP Feature" - is the portion of the Plan, on and after January 1, 2002, (a) which is not included within the ESOP Feature, (b) which is intended to qualify as a profit sharing plan under Code Section 401(a), and (c) which includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k). The Non-ESOP Feature consists of the Non-ESOP Account. (29) "Non-Highly Compensated Employee - any Eligible Employee who is neither a Highly Compensated Employee nor, effective until January 1, 1997, a Family Member of a Highly Compensated Employee. (30) "Normal Retirement Date" - the later of the day the Participant attains age sixty-five (65) or the completion of five (5) years of participation in the Company's Findlay Hourly Employee's Retirement Plan. (31) "One-Year Break in Service" - a Plan Year during which a Participant has five hundred (500) or fewer Hours of Service. Temporary excused absences, including military leave, shall not constitute a One-Year Break in Service. Further, solely for the purpose of determining whether a Participant has incurred a One- Year Break in Service, Hours of Service shall be recognized for "maternity and paternity leaves of absence." A "maternity or paternity leave of absence" shall mean, for Plan Years beginning after December 31, 1984, an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a One-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the plan administrator is unable to determine such hours 8 normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a "maternity or paternity leave of absence" shall not exceed five hundred one (501). (32) "Participant" - any person who has been admitted to participation in this Plan pursuant to the provisions of Article II. The term "Participant" shall include active Participants (those currently eligible to share in Company Contributions and ESOP Contributions, if any), inactive Participants (those individuals who are employed by the Company and have been active Participants but are not eligible to share in Company Contributions or ESOP Contributions), and any former Employee who has an Account under the Plan. (33) "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be modified or amended from time to time. Effective January 1, 2002, the Plan consists of the ESOP Feature and the Non-ESOP Feature. (34) "Plan Year" - except as otherwise provided herein, a Plan Year shall be the calendar year beginning January 1 and ending December 31. With respect to each person becoming employed by the Company or an Affiliated Company, for purposes of eligibility to participate herein, the initial Plan Year shall be the calendar year which commences coincident with or immediately following the Employee's Employment Date. (35) "Pre-tax Savings Plan Contribution" - the percentage of a Participant's Compensation which the Company contributes to the Plan pursuant to a wage reduction agreement, under which a Participant elects to forego a percentage of such Compensation, reduced for purposes of the Plan, also sometimes referred to as a Company Wage Reduction Contribution. (36) "Severance Date" - the earliest of (a) the date on which the Employee retires, dies, quits, or is discharged or (b) the date on which the Employee ceases to accrue Continuous Credited Service in accordance with the Company-Union basic labor agreement provisions for leave of absence; but in no event shall the Severance Date, as defined in (a) and (b), be earlier than the first anniversary of the first day of a period throughout which the Employee remains absent, with or without pay, from the service of the Company by reason of the absence. (37) "Severance Period" - the period of time between the Employee's Severance Date and the date on which he again performs an Hour of Service. (38) "Total and Permanent Disability" - a condition of a Participant as the result of bodily injury or disease from an unavoidable cause which prevents such Participant from being physically able to meet his/her present job requirements as the same existed at the time of the Participant's cessation of service due to such condition and which disability will (in the opinion of a qualified physician designated by the Committee) presumably be permanent and continuous during the remainder of his/her life. Such condition shall be deemed to have resulted from an unavoidable cause unless it: (a) was contracted, suffered or incurred while the Participant was engaged in, or resulted from having engaged in, a felonious enterprise, or 9 (b) resulted from habitual drunkenness or addiction to hallucinogenic and/or narcotic drugs not prescribed by a qualified physician for treatment of a condition other than drug addiction, or (c) resulted from an intentional self-inflicted injury or self- induced sickness. (39) "Transaction Period" - a period defined in Article XV herein during which certain rules and regulations, as established by the Committee and the Trustee, shall govern all transactions relating to securities. (40) "Transactions" - all purchases, sales, redemptions or other dispositions of securities by the Trustee under the Plan. (41) "Transfer Contributions" - those amounts transferred to the Plan on behalf of an Employee from another plan qualified under Section 401(a) of the Code as described in Article III, Section 8. (42) "Trustee" - the Trustee or Trustees designated by the Company as provided herein. (43) "Trust Fund" - assets of the Plan and Trust as the same shall exist from time to time. (44) "Unvested" - that portion of a Participant's Account balance which is not vested pursuant to Article VI herein. (45) "Vested" - that portion of a Participant's Account balance to which he/she has a nonforfeitable right pursuant to Article VI herein. 10 ARTICLE II ELIGIBILITY AND PARTICIPATION SECTION 1. ELIGIBILITY Any Employee of the Company eligible for membership in the Union who has completed thirty days of Continuous Credited Service is eligible to participate in the Plan. Notwithstanding the foregoing, no Employee who serves only as a leased employee as defined in Section 414(n) of the Code shall be covered by the Plan or deemed to be a Participant. SECTION 2. CONTINUOUS CREDITED SERVICE (a) Continuous Credited Service for purposes of computing eligibility shall be defined as the period of time (as computed by completed 1/12ths of a year) between the Employee's Employment Date or Adjusted Employment Date and the current date or the Employee's most recent Severance Date. (b) Any person who incurs a Severance Period after January 1, 1990, shall have Continuous Credited Service restored on the following basis: (1) A person who before the Severance Date had established a nonforfeitable right to any vested benefit will for all purposes have pre-Severance Period and post-Severance Period Continuous Credited Service aggregated to create an Adjusted Employment Date. (2) A person who before the Severance Date had not established a nonforfeitable right to any vested benefit will have Continuous Credited Service restored on the following basis to create an Adjusted Employment Date: (i) If the Severance Period is less than the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall be aggregated with any Continuous Credited Service after the Severance Period to create an Adjusted Employment Date for all purposes. Such aggregation of Continuous Credit Service shall not include any period of time during the Severance Period. (ii) If the Severance Period equals or exceeds the greater of five (5) years or the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall not be aggregated and the Employee shall become a Participant as specified in Section 3 of this Article. SECTION 3. PARTICIPATION An Employee described in Section 1 will become a Participant in the Plan upon satisfaction of all the following requirements: 11 (a) completion of thirty days of Continuous Credited Service, (b) receipt by the Committee of a completed application, (c) agreement to an appropriate payroll deduction from his/her Compensation, (d) agreement to accept a reduction of his/her Compensation equal to the whole percentage of his/her Compensation per payroll period he/she elects to have contributed by the Company as a Pre-tax Savings Plan Contribution. A Participant shall cease to be eligible to make contributions to the Plan and to share in Company Contributions or ESOP Contributions under the Plan when he/she is no longer an Employee due to: resignation, termination, retirement, death, Total and Permanent Disability, or otherwise ceasing to be an Employee or the Participant's voluntary election to suspend participation pursuant to Article VII hereof. Participation in the Plan will cease when the Employee or former Employee no longer has an Account under the Plan. A Participant who voluntarily ceases Active Participation from this Plan while still an Employee accumulating Continuous Credited Service shall be ineligible to resume Active Participation for a period of twelve (12) months from the date Active Participation last ceased. Notwithstanding the above paragraph, a Participant who retires under the Company's Findlay Pension and Insurance Agreement may elect to continue to be a Participant in the Plan and maintain an Account until the earlier of the date he/she withdraws the balance in his/her Account or April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. After the effective date of such retirement, such a Participant shall not be entitled to make contributions to the Plan or share in the allocation of Company Contributions or ESOP Contributions. Participation in the Plan by Eligible Employees shall be voluntary. 12 ARTICLE III PARTICIPANTS' CONTRIBUTIONS SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION To be an Active Participant, an eligible individual must have made on his/her behalf or agree to make a Pre-tax Savings Plan Contribution in the following manner: (a) A Participant may agree to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution, an amount, at his/her election, not to exceed the lesser of: (i) 15% of his/her Compensation or (ii) $7,979 (or such greater amount as determined by the Secretary of Treasury). In calculating the limit under Code Section 402(g) for purposes of Code Section 401(k), the amounts to be deferred by an eligible Employee under each plan for which he/she is eligible to make wage deferrals will be aggregated by treating all cash or deferred arrangements under which the Employee is eligible as a single arrangement. If the limit set forth by Code Section 402(g) is exceeded, then the deferrals in excess of the limits must be distributed by April 15 of the following year. Such reduction in Compensation must be made at the time the Participant would normally receive his Compensation from the Company. (b) A Participant, by agreeing to have contributed on his/her behalf a Pre-tax Savings Plan Contribution, shall enter into a written wage reduction agreement with the Company. The terms of such reduction agreement shall provide that the Participant accepts a reduction in his/her Compensation from the Company equal to any whole percentage of his/her Compensation per pay period which he/she elects to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution. (c) Pre-tax Savings Plan Contributions shall be fully vested and nonforfeitable at all times. (d) The Company may amend or revoke its wage reduction agreement with any Participant at any time, if the Company determines that such revocation or amendment is necessary to insure that contributions by or on behalf of a Participant for any Plan Year will not exceed the limitations of Section 415 or to insure that the discrimination tests of section 401(k) of the Code are met for such Plan Year. (e) If a Participant's Compensation for any Plan Year is such that he or she is a Highly Compensated Employee for the Plan Year, the actual deferral percentage test of Section 401(k)(3) of the Code will be met. The Plan incorporates by reference the provisions of Sections 401(k)(3) of the Code and regulation Section 1.401(k) - 1(b) thereunder. SECTION 2. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS All contributions made by or on behalf of a Participant are subject to the limitations imposed by section 401(k), and section 415 of the Code as further set forth in Article XII hereof. The maximum amount of such contributions is limited under Section 401(k)(3) determined by reducing contributions made on behalf of Highly Compensated employees in order of their contribution percentages beginning with the highest of such percentages. 13 SECTION 3. CHANGING CONTRIBUTION PERCENTAGE The contribution percentage(s) designated by a Participant shall continue in effect, notwithstanding any change in his/her Compensation, until he/she shall change such contribution percentage(s). A Participant may elect, at any time, but not less than thirty (30) days from the last change in contribution percentage(s) to increase or decrease the contribution percentage(s) within the applicable limits to be effective as soon as practicable after receipt of notice of change. SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES Each Participant's Pre-tax Savings Plan Contributions shall be in whole multiples of 1% of Compensation, subject to adjustment pursuant to Section 5 hereof. SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS (a) Each Pre-tax Savings Plan Contribution made by the Company on behalf of a Participant shall be transferred to the Plan pursuant to the terms of a written wage reduction agreement between such Participant and the Company. A Participant's wage reduction agreement shall be modified automatically to correspond to the change in the amount of the Pre-tax Savings Plan Contributions made on his/her behalf as set forth in Section 3 hereof. (b) The tentative wage reduction amount set forth in any salary reduction agreement shall be in any amount as the Participant shall elect, but shall be not less than 1% and not more than 15% of Compensation of such Participant. Tentative wage reductions shall become final, and then shall constitute Pre-tax Savings Plan Contributions, only after the Company or the Committee has made such adjustments thereto as they (or either of them) deem necessary to maintain the qualified status of this Plan or to maintain the status of any portion of this Plan as a qualified cash or deferred arrangement under section 401(k) of the Code. (c) All amounts withheld pursuant to a wage reduction agreement and thereafter contributed to the Plan as Pre-tax Savings Plan Contributions shall be so delivered only if the Company in good faith believes that such amounts do not exceed the amounts permissible pursuant to the limitations hereinabove set forth. If any amount shall be withheld from the Compensation of a Participant pursuant to a wage reduction agreement which exceeds the maximum amount permissible pursuant to Section 5(b) hereof, and if such amount is contributed to the Plan as a Pre-tax Savings Plan Contribution by way of a mistake of fact, it shall be refunded to the Company and shall thereafter be paid as promptly as practicable (subject, however, to the withholding of taxes and other amounts as though such amount were current compensation) by the Company to the Employee from whose Compensation such amount was obtained pursuant to a wage reduction agreement. 14 SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS Company Wage Reduction Contributions shall be transferred by the Company to the Trustee as soon as practicable, but not less than monthly. All payments so made by the Company shall be reported to the Committee. All such contributions shall be appropriately credited to the Account of each Participant by the Trustee. SECTION 7. VETERANS Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and Continuous Credited Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. "Qualified military service" means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. SECTION 8. TRANSFER CONTRIBUTIONS The Trustee is authorized to accept on behalf of a Participant, and hold as part of a Participant's Account, assets from a trustee of another plan qualified under Section 401(a) of the Code, provided that such other plan permits such a transfer and provided that the Committee approves such transfer from such other plan. All amounts so transferred to a Participant's Account shall be referred to herein as "Transfer Contributions." SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature to the ESOP Feature. 15 ARTICLE IV COMPANY CONTRIBUTIONS SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS The Company shall contribute to the Trustee out of Current Earnings for that fiscal year or, at its discretion as set forth below out of its accumulated earnings, in cash or in its treasury or authorized but unissued Common Stock the value of which shall be computed at the applicable fair market value on the date of contribution by the Company, an amount equal to the lesser of: (a) the aggregate of seventy-five percent (75%) of all Pre-Tax Savings Plan Contributions which represent up to four percent (4%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1), or (b) an amount equal to fifteen percent (15%) of the Company's Current Earnings for such year in excess of ten percent (10%) of the stockholder's equity of the Company at the beginning of such year. The Company's Board of Directors may, at its discretion, waive the limitations in paragraph (b) above and contribute to the Trustee out of Current Earnings for that fiscal year or its accumulated earnings an amount not to exceed the limitations in paragraph (a) above. The Company will not match, nor allocate its contributions to, any portion of Pre-Tax Savings Plan Contributions which represent an amount in excess of four percent (4%) of a Participant's Compensation during each Plan Year. Company Contributions will be subject to the nondiscrimination test pursuant to Section 401(m)(2) of the Code. For any Plan year the contribution percentage for eligible Highly Compensated Employees shall not exceed the greater of: (a) 125 percent of such percentage for all other Eligible Employees, or (b) the lesser of 200 percent of such percentage for all other Eligible Employees, or such percentage for all other Eligible Employees plus 2 percentage points. For nondiscrimination testing purposes, the multiple use rules pursuant to Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is required, Pre-Tax Savings Plan Contributions will be distributed as provided by Regulation Section 1.401(m)-2(c). At any time corrections are required to either the nondiscrimination test of multiple use rules by distributing Pre-tax Savings Plan Contributions any related Company Contributions will also be distributed or forfeited to avoid discrimination. SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS The Company shall contribute with respect to each Plan Year the aggregate of the Company Wage Reduction Contributions for such Plan Year, as determined pursuant to wage reduction 16 agreements in force between the Company and Participants in the Plan. Company Wage Reduction Contributions shall be fully Vested and nonforfeitable at all times. SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS The Company Contributions for each fiscal year shall be allocated by the Trustee to each Participant's Account in proportion to seventy-five percent (75%) of each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up to an aggregate contribution thereof of four percent (4%) of a Participant's Compensation for such year. If a Participant or Designated Beneficiary becomes entitled to distribution of his/her Account under the Plan as a result of the Participant either retiring from the Company under one of its retirement programs (except a Deferred Vested Pension), suffering a Total and Permanent Disability or dying and Pre-Tax Savings Plan Contributions have been made on his/her behalf to which Company Contributions, if any, are allocated in the year in which such event (retirement, Total and Permanent Disability, or death) occurred, such Participant shall be entitled to share in the Company Contribution which it may make with respect to such year, as herein provided, as if such event had not occurred. There shall be directly and promptly allocated to the Pre-Tax Savings Plan Contributions subaccount of each Participant the Company Wage Reduction Contributions, as set forth in Section 2 hereof. Company Contributions will be allocated to the Participant only if the Participant is employed on the last day of the Plan Year, except in the case of retirement, Total and Permanent Disability or death. SECTION 4. REPORTING THE CONTRIBUTIONS The Company Contributions and Company Wage Reduction Contributions shall be reported to the Committee by the Company. SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS To the extent that the deductibility thereof is subsequently denied, each Company Contribution and each Company Wage Reduction Contribution made by the Company pursuant to the provisions of this Article IV hereof is hereby made expressly contingent upon the deductibility thereof for federal income tax purposes for the year with respect to which such contribution is made. Each such contribution is further contingent upon the maintenance of qualified status by the Plan for the year with respect to which such contribution is made, to the extent that the loss of qualified status would deprive the Company of the deduction taken for such contribution. SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS All contributions made by the Company are made for the exclusive benefit of the Participants and their beneficiaries, and such contributions shall not be used for nor diverted to purposes other than for the exclusive benefit of the Participants and their beneficiaries, including the costs of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, refunds of 17 Company Contributions shall be made to the Company under the following circumstances and subject to the following limitations, to the extent that such refunds do not, in themselves, deprive the Plan of its qualified status: (a) To the extent that a Federal income tax deduction is disallowed for any Company Contribution, the Trustee shall refund to the Company the amount so disallowed within one (1) year of the date of such disallowance. (b) In the case of a contribution, or for any Company Wage Reduction Contribution, which is made in whole or in part by reason of a mistake of fact, so much of the Company Contribution as is attributable to the mistake of fact shall be returnable to the Company upon demand, upon presentation of evidence of the mistake of fact to the Trustee and of calculations as to the impact of such mistake of fact. Demand and repayment must be effected within one (1) year after the last installment payment of the contribution to which the mistake applies. In the event that any refund of amounts contributed under Section 1 hereof is paid to the Company, such refund shall be made without interest and shall be deducted from among the Company Contributions subaccounts of Participants only to the extent that the amount of the refund can be identified to specific Participants (as in the case of certain mistakes of fact). Refunds of amounts contributed pursuant to Section 2 hereof (relating to contributions attributable to wage reduction) are treated at Section 6 of Article III. Notwithstanding any other provision of this Section 6, no refund shall be made to the Company which is specifically chargeable to the Account of any Participant in excess of one hundred percent (100%) of the amount in such Account, nor shall a refund be made by the Trustee of any funds, otherwise subject to refund hereunder, which have been distributed to Participants and/or beneficiaries. In the case that such distributions become refundable, the Company shall have a claim directly against the distributees to the extent of the refund to which it is entitled. All refunds pursuant to this Section 6 shall be limited in amount, circumstance and timing to the provisions of Section 403(c) of the Employee Retirement Income Security Act of 1974, as amended, and no such refund shall be made if, solely on account of such refund, the Plan would cease to be a qualified Plan pursuant to Section 401(a) of the Code. SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS Each Company Contribution shall be sent to the Trustee as promptly as practicable following the determination of the amount thereof, and, in any event, on or before the date established by law (including any extension thereof) for the filing of the Company's federal income tax return for the taxable year with respect to which such Company Contribution is made. Contributions made pursuant to Section 2 hereof shall be made no later than the date specified in the preceding sentence, and shall be made at such earlier dates as may be practicable provided, however, that no wage reduction amount shall be held by the Company without contributing same to the Plan for a period longer than the longest period that is permissible under regulations published under Section 401(k) of the Code, and, in any event, amounts contributed under 18 Section 2 hereof with respect to any Plan Year shall be deemed credited to the Pre-Tax Savings Plan Contributions subaccount of the Participant not later than the last day of such Year. SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article IV, the Company Contributions and Company Wage Reduction Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature and ESOP Feature. 19 ARTICLE V INVESTMENT OF CONTRIBUTIONS SECTION 1. INVESTMENT OF FUNDS Except for Unvested Company Contributions and, subject to Section 4 of Article XVIII, ESOP Contributions, the amounts in a Participant's Account may be invested on behalf of such Participant in one or more of the following Investment Options, at the Participant's discretion: (a) Option A: Cash with Interest. - Cash will be invested in a fixed income account with a bank, insurance company, or an investment adviser registered under the Investment Advisers Act of 1940. (b) Option B: Mutual Fund(s). - Cash will be invested in one or more mutual funds approved by the Committee and made available to Participants. (c) Option C: A fund comprising a pooled account of Common Stock of the Company. The amounts credited to a Participant's Account from, subject to Section 4 of Article XVIII, the ESOP Contributions and Unvested Company Contributions shall be invested in the Common Stock fund. SECTION 2. INSTRUCTIONS TO THE TRUSTEE A Participant will instruct the Trustee in writing as to the manner in which his/her contributions in his/her Account, other than Company Contributions and ESOP Contributions, shall be invested in any one or more of the Investment Options in such proportions as he/she sees fit, except that the amounts so specified shall be in multiples of one percent (1%). A Participant may likewise instruct the Trustee with respect to the retention or investment of the Vested portion of the Company Contributions subaccount and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount allocated to his/her Account, subject to the same limitations as apply to the investment of the contributions in his/her Account other than Company Contributions. Investment instructions with respect to the contributions in his/her Account other than Company Contributions and ESOP Contributions, and with respect to the Vested portion of the Company Contributions and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount may be different, both as to the kind of investment and as to the relative amounts to be invested in such investments. Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the Unvested portion of the Company Contributions subaccount shall remain invested in the Common Stock fund. SECTION 3. TRANSFER TO THE ESOP FEATURE Effective January 1, 2002, any amount of the Participant's Non-ESOP Account invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the contributions comprising such amounts invested in the Common Stock fund were made to the Plan. Notwithstanding the 20 foregoing, any amount in a Participant's Account that is attributable to contributions made to the Plan prior to January 1, 2002 and that is invested in the Common Stock fund on December 31, 2001 shall be transferred to the Participant's ESOP Account effective as of January 1, 2002. SECTION 4. TRUSTEE OPTIONS The Trustee is authorized to purchase treasury or authorized but unissued Common Stock of and from the Company, if offered by it, at the applicable fair market value. SECTION 5. CHANGING OF INVESTMENTS As to the investment of future contributions with respect to which the Participant has investment discretion, the Participant shall have the right, at any time, but not more often than once daily, to instruct the Trustee to change the amounts to be invested in any Investment Option(s) for all his/her contributions. A Participant shall instruct the Trustee pursuant to this Section 5 with regard to the investment of any portion of the Participant's Account attributable to Transfer Contributions. Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of this Article V, any amount that the Participant chooses to invest in the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account on and after January 1, 2002, subject to transfer to the Participant's ESOP Account. Effective January 1, 2002, any such amount invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the investments were changed into the Common Stock fund. On and after January 1, 2002, any amount that the Participant chooses to invest in any Investment Option(s) other than the Common Stock fund, pursuant to this Section 5, shall beheld in the Participant's Non-ESOP Account. All such directions to sell or to redeem securities held in the Participant's Account or to reinvest the proceeds and all changed investment directions shall become effective during the Transaction Period, as such term is defined in Section 1 of Article XV. All such directions received and completed prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the close of the business day of receipt of such directions. All such directions received and completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the following day when both the Trustee and the New York Stock Exchange are open for business. SECTION 6. EARNINGS FROM INVESTMENTS Except as provided in Section 6 of Article XVIII, earnings from the Investment Options shall be reinvested in the Investment Option producing such earnings. SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS Any funds in the hands of the Trustee as to which the Participant has instructed the Trustee to invest in any given Investment Option but which temporarily remains uninvested may be held by the Trustee in cash. Shares of Common Stock shall be in full shares only, with no fractional 21 shares being purchased or held. Amounts creditable to the Accounts of Participants which cannot be invested in the Investment Option selected because such amounts are insufficient to purchase a full share of Common Stock shall be temporarily held pursuant to this Section 6 as uninvested funds for the benefit of the Account to which such amount is allocable. SECTION 8. SELECTION OF INVESTMENT OPTION The selection of an Investment Option by a Participant will be entirely the responsibility of such Participant. Neither Trustee, the Committee, the Company, nor any of its personnel shall be empowered to advise a Participant as to the manner in which the amounts credited to any Account shall be invested. The fact that a security is available to Participants for investment under this Plan shall not be construed as a recommendation for the purchase of that security, nor shall the designation of any Investment Option impose any liability on the Trustee, the Committee, the Union, the Company, or any of its personnel. 22 ARTICLE VI VESTING OF CONTRIBUTIONS SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS A Participant shall have a nonforfeitable interest in his/her Account balance to the extent that it is attributable to contributions made by him/her or on his/her behalf including (but not limited to) Company Wage Reduction Contributions (but not including Company Contributions), at all times (subject to the terms and conditions of Articles IX and XI), and in all assets in his/her Account attributable thereto. SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes five (5) years of Continuous Credited Service (Article II, Section 2). For Participants with five (5) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account. Notwithstanding the foregoing, a Participant shall at all times be Vested in any earnings and dividends paid on the investments of Unvested Company Contributions and ESOP Contributions held in the Participant's Account. Full one hundred percent (100%) vesting shall also occur upon attainment of the Participant's Normal Retirement Date. Should a Participant terminate participation in the Plan by reason of any of the following, all Company Contributions and ESOP Contributions will become one hundred percent (100%) Vested to the Participant: (a) Total and Permanent Disability (b) Death (c) Termination of the Plan, (or partial termination of the Plan if the Participant is affected thereby), or (d) Complete and final discontinuance of Company Contributions. If a Participant terminates employment at a time when his/her Company Contributions and ESOP Contributions are Unvested, such Unvested contributions shall be forfeited upon the earlier of (i) the distribution to the Participant of the Vested portion of his/her Account or (ii) the close of five consecutive Severance Periods after such termination of employment. SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest provided restoration is made prior to the attainment of five (5) years Continuous Credited Service by the Participant. 23 ARTICLE VII SUSPENSION OF PARTICIPATION SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER In the event that a Participant is transferred to a job with the Company which renders such Participant ineligible to participate actively in this Plan, then, in such event, such Participant's Active Participation shall be deemed to be suspended. However, during the period of suspension the Participant's Account shall continue to be vested as if no suspension had occurred. Such suspension shall remain in effect until: (a) the Participant is transferred to a job whereby he/she would be re-eligible to be an active Participant in the Plan, or (b) a termination occurs pursuant to Article XI of the Plan. 24 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED SECTION 1. APPLICATION OF FORFEITURES All Company Contributions and ESOP Contributions forfeited in accordance with Article VI, Section 2 shall be used to reduce the Company's subsequent contributions to the Plan. However, such forfeited Company Contributions and ESOP Contributions will be restored to the Participant's Account should the Participant exercise restoration rights as defined in Section 7 of Article XI. In the event that the Plan is terminated, any forfeitures not previously applied to reduce Company Contributions shall be credited (on the basis of each individual Participant's current year Compensation as a ratio to the total current year Compensation of all Participants) to the Accounts of all Participants entitled to share in the allocation of Company Contributions at the time of such termination. SECTION 2. TREATMENT OF FORFEITED SECURITIES Forfeited securities shall be converted to cash and be invested by the Trustee; such cash shall be applied to the reduction of the next contribution by the Company. Upon forfeiture of a portion of the Company Contributions or ESOP Contributions, the Trustee shall sell such amount of the securities allocated to the Participant's Account as may be necessary to effect the forfeiture. 25 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS SECTION 1. WITHDRAWAL EVENTS No amount may be withdrawn by a Participant from Company Wage Reduction Contributions, Company Contributions, or ESOP Contributions earlier than the occurrence of hardship (see Section 2 below) or one of the following events: (a) the Participant's retirement, death, Total and Permanent Disability, or termination of Employee status; (b) termination of the Plan without establishment of a successor plan; (c) the Participant's attainment of age 59 1/2; (d) the sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation; (e) the sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. (f) An Eligible Rollover Distribution by a Distributee to an Eligible Retirement Plan in accordance with the provisions of Article XI, Section 6. SECTION 2. HARDSHIP WITHDRAWALS If a Participant requests a hardship withdrawal prior to the occurrence of an event in Section 1 above, such request will require the consent of the Committee and such consent shall be given only if, under uniform rules, the Committee determines that (a) the purpose of the withdrawal is to meet immediate and heavy financial needs of the Participant, (b) the amount does not exceed such financial need, and (c) the amount of the withdrawal is not immediately available from the resources of the Participant. A withdrawal made on account of hardship must be made first, from Company Contributions and earnings (if Vested) and then only from Company Wage Reduction Contributions of the Participant, and not from earnings credited thereto. Employees who make a hardship withdrawal may not make elective contributions for the tax year following the tax year of distribution, greater than the Code Section 402(g) limit minus the elective contributions for the year of distribution. 26 SECTION 3. FREQUENCY OF WITHDRAWALS. Except for distribution at retirement, disability, or death, [Article XI, Section 2(b)], withdrawals may not be made more frequently than once in any twelve (12) month period. 27 ARTICLE X DESIGNATION OF BENEFICIARY Each Participant must file with the Committee a written designation of a Designated Beneficiary or Beneficiaries in the form prescribed by the Committee with respect to all or part of the securities and cash held for the account of such Participant. Such Designated Beneficiary shall be a Participant's spouse or, if he/she has no spouse or his/her spouse consents (in the manner hereinafter described in this Article) to the designation hereinafter provided for in this Article, such person or persons other than, or in addition to, his/her spouse as may be designated by a Participant as his/her death beneficiary under the Plan. Such a designation may be made, revoked or changed only by an instrument (in form acceptable to the Committee) which is signed by the Participant, which includes his/her spouse's written consent to the action to be taken pursuant to such instrument (unless such action results in the spouse being named as the Participant's sole Beneficiary), and which is filed with the Committee before the Participant's death. A spouse's consent required by this Article shall be signed by the spouse, shall acknowledge the effect of such consent, shall be witnessed by a member of the Committee or by a notary public and shall be effective only with respect to such spouse. At any time when all the persons designated by the Participant as his/her Designated Beneficiary have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or, if he/she does not then have a spouse, the Participant's estate. If a Participant has no spouse and he/she has not made an effective Beneficiary designation pursuant to this Article, his/her Designated Beneficiary shall be his/her estate. 28 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS Subject to the provisions of Section 3 of this Article, distributions may be made to a Participant or the Designated Beneficiary, as the case may be, upon the occurrence of the following stated events: (a) Termination of a Participant's participation in the Plan, or cessation of the Participant's right to share in the allocation of the Company Contributions or ESOP Contributions made to the Plan (other than a temporary cessation on account of a temporary suspension of Participant contributions), or (b) Termination of the Plan without establishment of a successor plan, or (c) The sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation, or (d) The sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. Effective as of January 1, 1998, if the present value of any nonforfeitable accrued benefit, at the time of distribution or at the time of any subsequent distribution, exceeds $5,000 such benefit may not be immediately distributed without the consent of the Participant. SECTION 2. TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN A Participant's Active Participation in the Plan will be terminated if he/she: (a) Voluntarily elects to cease contributions to the Plan, (b) Terminates employment from the Company voluntarily or involuntarily, (c) Retires from the Company under one of its retirement programs, (d) Suffers a Total and Permanent Disability, (e) Dies, (f) Becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan. 29 SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS If a Participant terminates employment with the Company, either voluntarily or involuntarily, before the Company Contributions or ESOP Contributions are Vested, the Participant will receive the then current market value of the larger of: (a) the Participant's Pre-Tax Savings Plan Contributions, plus all earnings (not to exceed the current market value of the entire Account), or (b) the current market value of the entire Account less the Unvested Company Contributions and Unvested ESOP Contributions. If a Participant, who remains an employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan before any of the Company Contributions or ESOP Contributions are Vested, he/she will receive the amount described above in this Section 3, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Subject to Article XI, Section 1, if a Participant terminates employment with the Company after Company Contributions and ESOP Contributions are Vested, the Participant will receive the then current market value of the entire Account when he/she elects to make a voluntary withdrawal. If a Participant, who remains an Employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions and ESOP Contributions are Vested, or remains in a job whereby he/she is ineligible to be an active Participant in the Plan, he/she will receive the amount described above in this Section 4, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains employed by the Company and who has attained age 59 1/2, voluntarily elects to withdraw from the Plan after he/she becomes Vested in Company Contributions and ESOP Contributions credited to his/her Account, he/she will receive the entire amount described in this Section 4 as if he/she had terminated employment with the Company. SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY If a Participant dies, retires or suffers a Total and Permanent Disability, the Participant or Designated Beneficiary will receive the then current market value of his/her Account. Distribution will not occur upon retirement or Total and Permanent Disability in the event a Participant elects to defer the commencement of distribution in accordance with Section 6 of this Article. SECTION 6. DISTRIBUTION OF ACCOUNTS 30 (a) Form of Distribution of Accounts to a Participant During His/Her Lifetime: If a Participant terminates participation in the Plan, due to a separation from service or, if earlier, age 59 1/2, distribution shall be made, subject to other limitations of this Plan, by one of the following methods as he/she shall elect: (1) Payment in cash, or (2) If the Participant has selected one or more of the Investment Options: (i) payment in cash, (ii) payment in securities held for the Participant's Account, or (iii) a combination of (i) and (ii) above at the option of the Participant. (b) Distribution of Cash and/or Securities Distribution of cash and/or securities to a Participant who either (i) retires from the Company under one of its retirement programs (ii) suffers a Total and Permanent Disability, or (iii) dies, or (iv) becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan, shall be made, at the Participant's or Designated Beneficiary's option, in one of the following forms: (1) A single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan, (2) Two (2) installment distributions, with the first installment to be at least fifty percent (50%) of the Participant's Account balance (as determined in Section 3, 4 or 5 of this Article) and to begin within ninety (90) days from the date the Participant terminated participation in this Plan, and the second and final installment to include the remainder of the Account balance and to be received within twenty-four (24) months after the date the Participant terminated participation in this Plan. (3) For events described in Section 1(c) or 1(d) of this Article, distribution will be made in a lump sum as provided by Section 401(k)(10) of the Code. Distribution of cash and/or securities to a Participant who voluntarily elects to withdraw from the Plan or terminates employment from the Company, voluntarily or involuntarily, shall be made in a single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan. Notwithstanding the foregoing, a Participant who retires from the Company under one of its retirement programs (except a deferred vested pension) may elect to defer the commencement of distribution and remain a Participant in this Plan until no later than 31 April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. Should the Participant fail to select a form of distribution as previously described, the final distribution will be made in a single distribution as described in Section 6(b) (1) of this Article, in the form of the Investment Option(s) then in the Account. If a Participant should die before (all) distribution(s) has (have) been made, such distribution(s) shall be made to the Designated Beneficiary. (c) Distribution in Case of the Death of a Participant While an Employee In the event of the death of a Participant while an employee, distribution shall be made in accordance with Article X. Each Designated Beneficiary shall make an appropriate election as provided in Section 6(b) of this Article. If the Designated Beneficiary should die before the final distribution has been made then such final distribution shall be made to the legally appointed representative(s) of the Designated Beneficiary. (d) Direct Rollover of Eligible Rollover Distributions This subsection 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 subsection, a Distributee, as defined under paragraph (1)(iii) of this subsection, may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an Eligible Rollover Distribution, as defined under paragraph (1)(i) of this subsection, paid directly to an Eligible Retirement Plan, as defined under paragraph (1)(ii) of this subsection, specified by the Distributee in a Direct Rollover, as defined under paragraph (1)(iv) of this subsection. (1) Definitions (i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, the portion of any distribution that is not includible in gross income, such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and, effective January 1, 1999, any "hardship" distribution (as defined in Code Section 401(k)). 32 (ii) 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. (iii) Distributee: A Distributee includes a Participant or the Participant's surviving spouse or Participant's former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code. (iv) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. (e) Miscellaneous Provisions Relating to Distributions Any distribution to which a Participant or the Designated Beneficiary may be entitled shall have deducted therefrom all incident expenses and/or taxes. The Committee shall be notified upon forms prescribed by it as to all actions which are to be taken under this Section by a Participant or Designated Beneficiary. The Trustee shall be notified in writing by the Committee concerning any action required by the Trustee to be taken under this Section. Unless the Participant elects otherwise, in no event shall any retirement, death, or disability benefit commence later than the sixtieth (60th) day after the latest of the close of the Plan Year in which (1) occurs the date on which the Participant attains the earlier of age 65 or the normal retirement age specified hereunder (if other than 65) (whether or not by reason of reference to the Company's retirement programs), (2) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan, or (3) the Participant terminates service with the Company. (f) Provision Pursuant to Code Section 401(a)(9) All distributions required under this Article XI shall be determined and made in accordance with the proposed regulations under Code Section 401(a)(9) including the minimum distribution incidental benefit requirement of section 1.401(a)(9)-2 of the proposed regulations, as may be amended or promulgated from time to time. (1) Notwithstanding any other provision of the Plan, for individuals who are five percent (5%) owners (as defined in Section 416 of the Code) or who attain age seventy and one-half (70 1/2) in Plan Years prior to 2003, the entire interest of each such Participant under the Plan shall be distributed, commencing not later than April 1 33 of the calendar year following the calendar year in which he/she attains age seventy and one-half (70 1/2). For individuals who are not five percent (5%) owners (as defined in Section 416 of the Code) and who attain age seventy and one-half (70 1/2) in Plan Years after 2002, the entire interest of each such Participant in the Plan shall be distributed to him/her by April 1 of the calendar year following the later of either: (i) the calendar year in which the Employee attains age seventy and one-half (70-1/2), or (ii) the calendar year in which the Employee retires. Such distribution shall be (1) in accordance with regulations prescribed by the Secretary of the Treasury, over the life of such Participant and his/her Designated Beneficiary, or (2) in accordance with such regulations, over a period not extending beyond the life expectancy of such Participant or the life expectancy of such Participant and his/her Designated Beneficiary. (2) If distribution of a Participant's interest under the Plan has begun in accordance with paragraph (1) of this subsection and such Participant dies before his/her entire interest has been distributed to him/her, the remaining portion of such interest shall be distributed to his/her Designated Beneficiary at least as rapidly as under the method of distribution being used under such paragraph (1) as of the date of his/her death. (3) If a Participant dies before the distribution of his/her interest under the Plan has begun in accordance with paragraph (1) of this subsection, the entire interest of the Participant shall be distributed to his/her Designated Beneficiary within five (5) years after such Participant's death; provided, however, that such five-year rule shall not be applicable to any portion of the Participant's interest under the Plan which is payable to any individual designated by the Participant as his/her Designated Beneficiary if: (i) such portion will be distributed (in accordance with regulations prescribed by the Secretary of the Treasury) over the life of such Designated Beneficiary, and (ii) such distributions to such Designated Beneficiary begin not later than one year after the date of the Participant's death or such later date as the Secretary of the Treasury may by regulations prescribe or, if such Designated Beneficiary is the Participant's surviving spouse, not later than the date on which the Participant would have attained age 70-1/2. (4) If the Participant's surviving spouse is his/her Designated Beneficiary and such spouse dies before the distributions to such spouse begin, paragraph (3) shall be applied as if the surviving spouse were the Participant. 34 (5) Under regulations prescribed by the Secretary of the Treasury, for purposes of this subsection, any amount paid to a child shall be treated as if it had been paid to the surviving spouse if such amount will become payable to the surviving spouse upon such child reaching majority (or other designated event permitted under such regulations). SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Each Participant who has forfeited any Company Contributions or ESOP Contributions has the right to gain restoration of the forfeited Company Contributions and ESOP Contributions. A Participant who (i) terminates participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of the third paragraph of Section 2 of Article VI and (iv) subsequently becomes rehired by the Controlled Group, will have the right within the earlier of (1) five (5) years after re-employment or (2) the close of five (5) consecutive Severance Periods commencing after the date of distribution, to restore to the Account the dollar value of the previously forfeited Company Contributions and ESOP Contributions by contributing back to the Account the total lump sum amount (dollar value as of the date of distribution) of the distribution which caused the forfeiture. SECTION 8. DETERMINATION OF VALUE Determinations of value hereunder shall be made pursuant to an annual valuation by the Trustee at the fair market value as of the close of business on the annual valuation date to be established by the Trustee. If no such date is established, the annual valuation date shall be the last day of the Plan Year. Interim valuations, or partial valuations of one or more of the investment funds, may occur upon the direction of the Committee. The then current value of a Participant's Account, or any part thereof, as of any date, shall be determined by reference to the valuation (whether or not the annual valuation) coincident with or last preceding the date as of which such Account is to be valued. 35 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c) (a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $30,000 (as adjusted, effective January 1, 1995, pursuant to Section 415(d) of the Code) or (ii) twenty-five percent (25%) of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limitation in (a)(ii) above shall not apply to amounts treated as Annual Additions under Sections 415(l)(1) or 419A(f)(2) of the Code. The term "annual addition" means the amount allocated to a Participant's Account during the limitation year (as hereinafter defined) that constitutes: 1. Forfeitures; 2. all Employee contributions; and 3. amounts allocated to an individual medical account, as defined in section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Company are treated as annual additions to a defined contribution plan. Also amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Company are treated as annual additions to a defined contribution plan. 4. all Company Contributions Any amount which may be excluded from the computation of annual additions under Treas. Reg. 1.415-6 shall be excluded from such computation. In addition, all defined contribution plans of the Company, terminated or not, shall, for purposes of these limitations, be considered as one Plan. (b) LIMITATION YEAR: For purposes of determining "annual additions", the Limitation Year shall be the Plan Year. (c) In the case of a group of Companies which constitutes a controlled group of corporations (as defined in Section 1563(a) of the Code), all such Companies shall be considered a single Company or employer for purposes of applying the limitation of Section 415 of the Code. (d) COMPENSATION. For purposes of this Section 1, Compensation shall mean compensation within the meaning of Section 415(c)(3) of the Code and the regulations thereunder. For limitation years beginning on and after January 1, 2001, for purposes of applying the limitations described in this section, compensation paid or made available during such 36 limitation years shall include elective amounts that are not includible in the gross income of the Employee by reason of Section 132(f)(4) of the Code. (e) ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant's Compensation, or under other facts and circumstances provided for under Treasury Regulation 1.415- 6(b)(6), the annual addition to a Participant would exceed the maximum provided in this Section 1, the administrator shall return any voluntary Participant contributions credited for the Limitation Year to the extent the return would reduce the excess amounts in the Participant's Accounts; to the extent excess amounts continue to exist, the excess amounts shall be allocated and reallocated to other Participants in the Plan. However, if such allocation or reallocation of the excess amounts causes the limitations of Section 415 to be exceeded with respect to each Plan Participant for the Limitation Year, then such amounts shall be held unallocated in a suspense account (the "Section 415 Suspense Account"). If a Section 415 Suspense Account is in existence at any time during a particular Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the Section 415 Suspense Account shall be allocated and reallocated (subject to the limitations of Section 415) before any contributions by the Company which would constitute annual additions may be made to the Plan for that Limitation Year. The Section 415 Suspense Account shall not share in any earnings or losses of the Trust Fund. SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE This Section 2 shall not apply after December 31, 1999. (a) Except as otherwise provided in Section 415(e) of the Code, in any case in which an individual is a participant in both a defined benefit plan and a defined contribution plan maintained by the Affiliated Group, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Plan Year commencing on or after the Effective Date shall not exceed 1. For purposes of the preceding sentence, (1) the defined benefit plan fraction for any Plan Year is a fraction (i) the numerator of which is the projected annual benefit of the participant under the plan (determined as of the close of the Plan Year), and (ii) the denominator of which is the lesser of (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for such Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section 415(b)(l)(B) of the Code with respect to such participant under the plan for such Year; and (2) the defined contribution plan fraction for any Plan Year is a fraction (i) the numerator of which is the sum of the annual additions to the participant's account as of the close of the Plan Year and for all prior Plan Years, and (ii) the denominator of which is the sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year of service with the Affiliated Group; 37 (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for such Plan Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section 415(c)(1)(B) of the Code with respect to such participant under such plan for such Plan Year. (b) Such reductions as are necessary to comply with the limitations of this Section with respect to a Participant in this Plan shall be made in his/her accrued benefit in accordance with applicable law; provided, however, that reductions shall first be made in accrued benefits in accordance with the provisions of any defined contribution plan of a controlled group member in which the Participant also participates prior to reduction in annual additions pursuant to a defined benefit plan, and to that end the Company shall reduce such accrued benefits to the extent necessary so that the defined contribution fraction set forth in Subsection (a) (1) of this Section is reduced so that such limitations are not exceeded, and reduction of annual additions shall then be made in accordance with the provisions of this Plan as are necessary to comply with the limitations of this Section. SECTION 3. ANTI-DISCRIMINATION TEST Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of a Participant shall be limited, to the extent necessary to satisfy the anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan Year the Average Actual Deferral Percentage for the Highly Compensated Employees with respect to any Plan Year shall not exceed the greater of (a) or (b): (a) The average Actual Deferral Percentage for the Eligible Employees who are Non- Highly Compensated Employees for the Plan Year multiplied by 1.25, or (b) The Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees multiplied by 2; provided, however, that the Average Actual Deferral Percentage for the Highly Compensated Employees may not exceed the Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees by more than two (2) percentage points (or such lesser amount as determined by the Secretary of Treasury). If, at any time during a Plan Year, the Actual Deferral Percentage for the Highly Compensated Employees exceeds or is reasonably expected by the Committee to exceed the greater of (a) or (b) above, then the Committee, in its sole and absolute discretion, shall distribute the Excess Contributions (as hereinafter defined) and income allocable to the contributions to the Highly Compensated Employees on whose behalf such Excess Contributions were made. For purposes of this Section 3, Excess Contributions shall mean the amount determined pursuant to Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall be reduced, as determined by Secretary of the Treasury, by the amount of any Excess Deferrals which are distributed to the Participant pursuant to Section 1 of Article III. Any distribution of the Excess Contributions shall be made to each Highly Compensated Employee based on his respective portion of the Excess Contributions by reducing the amount of Pre-Tax Savings Plan Contributions 38 actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings Plan Contribution is the greatest of the Highly Compensated Employees until such Participant's Pre-Tax Savings Plan Contribution is equal to the Pre-Tax Savings Plan Contribution of the Highly Compensated Employees whose Pre-Tax Savings Plan Contribution is the second greatest and continuing to prospectively reduce the amount of Company Contributions to be paid over to the Trust on behalf of the Highly Compensated Employees in a like manner until the Actual Deferral Percentage of the Highly Compensated Employees equals (by rounding up) for the Plan Year the greater of (a) or (b) above. The income allocable to a Participant's Excess Contributions shall be determined by multiplying the income allocable to the Participant's Pre-tax Savings Plan Contribution by a fraction, the numerator of which is the Participant's Excess Contribution and the denominator of which is the Participant's balance in his Company Wage Reduction Contribution Account as of the last day of the Plan Year. The Excess Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the amount of Excess Deferrals distributed to the Participant; shall, if there is a loss allocable to the Excess Contributions, in no event be less than the lesser of the Participant's Accounts under the Plan or the Participant's Company Wage Reduction Contribution for the Plan Year. Amounts distributed under this Section 3 shall be treated as a reduction in the amount of Compensation to be reduced pursuant to Section 1 of Article III by each Participant. In calculating the actual deferral percentage for purposes of section 401(k), the actual deferral ratio of a Highly Compensated Employee will be determined by treating all cash or deferred arrangements under which the Highly Compensated Employee is eligible (other than those that may not be permissively aggregated) as a single arrangement. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee who is one of the ten most Highly Compensated Employees and is thereby subject to the family aggregation rules of Section 414(q)(6), the actual deferral ratio (ADR) for the family group (which is treated as one Highly Compensated Employee) is the ADR determined by combining the elective contributions, compensation and amounts treated as elective contributions of all eligible family members. Except to the extent taken into account in the preceding sentence, the elective contributions, compensation, and amounts treated as elective contributions of all family members are disregarded in determining the Actual Deferral Percentages for the groups of Highly Compensated Employees and nonhighly compensated employees. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee whose ADR is determined under the family aggregation rules, the determination of the amount of excess contributions shall be made as follows: The ADR is reduced in accordance with the "leveling" method described in section 1.401(k)-1(f)(2) 39 of the regulations and the excess contributions are allocated among the family members in proportion to the contributions of each family member that have been combined. Failure to correct Excess Contributions by the close of the Plan Year following the Plan Year for which they were made will cause the Plan to fail to satisfy the requirements of Code Section 401(k)(3) for the Plan Year for which the Excess Contributions were made and for all subsequent years they remain in the Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the amount of Excess Contributions unless they are corrected within two and one-half (2 1/2) months after the close of the Plan Year for which they were made. To the extent required by the Code and Treasury Regulations, the limitations set forth in Section 2 shall be applied separately to each of the Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying this Section 3 for any Plan Year in which (c) the ESOP Feature is maintained, and (d) the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are not satisfied a single Actual Deferral Percentage will be calculated for the group of eligible Employees who are Highly Compensated Employees and a single Actual Deferral Percentage will be calculated for the group of Eligible Employees who are Non-Highly Compensated Employees for the Plan Year, notwithstanding the existence of the ESOP portion of the Plan and the disaggregation rules of Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan Contributions subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Pre-Tax Savings Plan Contributions that are invested in Common Stock) and such account is not part of the ESOP, and all Company Contributions made in such Plan Year are allocated to the Company Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Company Contributions that are invested in Common Stock) and such account is not part of the ESOP. 40 ARTICLE XIII RESERVED 41 ARTICLE XIV ADMINISTRATION OF THE PLAN SECTION 1. SAVINGS PLAN COMMITTEE The Plan shall be administered by the Defined Contribution Plan Committee which shall be appointed by the Board of Directors of the Company. The Committee shall consist of at least three (3) members who shall be designated from time to time by the Board of Directors of the Company, and shall act by at least a majority of members. The Committee, by a majority vote of its members, shall appoint a plan administrator, chairman and secretary. The plan administrator as appointed by the Committee shall be the "Named Fiduciary" of the Plan with respect to administrative matters, and the Trustee shall be the "Named Fiduciary" with respect to the handling of Plan assets. The Board of Directors shall, from time to time, notify the Trustee of the number and the identity of the members of the Committee and the Trustee shall be entitled to rely upon such notices. SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE The Committee shall adopt such uniform and nondiscriminatory administrative regulations under the Plan as it shall deem to be necessary or appropriate for the efficient administration of the Plan. The Committee shall have sole and absolute discretion to interpret the provisions of the Plan or Trust Agreement (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan or Trust Agreement), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants and other persons, to decide disputes arising under the Plan and to make any determinations and factual and other findings with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (a) to resolve questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Participant; (b) to determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and (c) to conduct the review procedure specified in Section 3(g) of this Article. The Committee shall have full power and authority to administer the Plan and to interpret its provisions, and its interpretations shall be final and binding upon the Company, its personnel, the 42 Union, the Trustee and all other parties in interest, subject to the provisions of Section 3 of this Article. SECTION 3. FIDUCIARY PROVISIONS (a) Named Fiduciaries Among the named fiduciaries under the Plan shall be the Company, and the Trustee, investment advisors or insurance companies, each of which shall have such powers, duties, responsibilities and authority as shall be specified in the Plan or trust agreement entered into for the purpose of managing the Trust Fund, subject to any delegation thereof as provided in the Plan or such trust agreement. Any other person, entity, committee, board, department, office, or identifiable part of any legal entity may be designated by the Company as a named fiduciary by an instrument signed by the Company, delivered to such designated named fiduciary and to the Trustee and accepted in writing by the designated named fiduciary. Any such designation may be terminated at any time by the Company or by such named fiduciary by written notice delivered to the other of them and to the Trustee. (b) Liability of Fiduciaries To the extent permitted by law, (1) neither the Company nor any director, officer, or Employee shall be personally liable upon any contract or other instrument made or executed by him/her or it or in his/her or its behalf in the administration of the Plan or the Trust Fund; (2) neither the Company nor any director, officer, or Employee who is a fiduciary shall be liable for the neglect, omission or wrongdoing of any other fiduciary; (3) the Company, person, committee or board and each member thereof to whom the Company delegates (or the Plan or trust agreement assigns) any duty with respect to the Plan or Trust Fund, may rely and shall be fully entitled to act upon the advice of counsel, who may be of counsel for the Company, and upon the opinion, certificate, valuation, report, recommendation or determination of an actuary appointed by the Company to assist in the operation of the Plan; (4) the Company and each director, officer, or Employee who is a fiduciary shall be solely responsible for his/her own acts or omissions; and (5) if any responsibility of the Company or of a director, officer, or Employee who is a fiduciary is allocated to any other person or if a person is designated to carry out any responsibility in accordance with the provisions of the Plan or trust agreement, then such fiduciary shall not be responsible for any act or omission of such person in carrying out such responsibility. (c) Delegation of Fiduciary Duties The Company may delegate to any person, entity, committee, board, department, office, or identifiable part of any legal entity any one or more powers, functions, duties or responsibilities with respect to the Plan or the Trust Fund, provided that no such power, function, duty or responsibility which is assigned to a fiduciary (other than the Company) pursuant to some other Section of the Plan or the trust agreement shall be so delegated without the written consent of such fiduciary. 43 Any delegation pursuant to the preceding provisions: (1) shall be signed by the Company and be delivered to and accepted in writing by the delegate, (2) shall contain such provisions and conditions relating to such delegation as the Company deems appropriate, (3) may be amended from time to time by written agreement signed on behalf of the Company and the delegate and (4) may be revoked (in whole or in part) at any time by written notice from the Company delivered to the delegate or from the delegate to the Company. (d) Personal Liability of Non-Fiduciaries Except for gross neglect or malfeasance, no non-fiduciary officers, directors or Employees of the Company shall be personally liable for acts done hereunder or related hereto, or for the making, retention or sale of any contract or contracts made as herein provided, or for the failure to invest or reinvest any funds or for any loss to or diminution of the Trust Fund, nor shall any of them be personally liable for or answerable to any Participant or any other person in connection with any exercise of discretion under the terms of this instrument relating to the payment or non-payment of benefits. (e) Defense of Fiduciaries and Non-Fiduciaries The Company shall, at its expense, defend or provide for the defense of any or all fiduciary or non-fiduciary officers, directors or employees of the Company against any such claims, allegations, suits, or charges relating to or incidental to the above matter, and shall continue to do so in any given cases, unless and until it shall clearly appear that gross neglect or malfeasance is involved in any such particular case. (f) Claims for Benefits Claims for benefits from this Plan shall be submitted to the designated representative of the Committee on such forms as may be designated by the Committee. (g) Appeals Procedure Upon the denial of any form of benefit, either partial or total, the Participant or Designated Beneficiary shall have the right to receive from the Committee a written notice stating: (1) The specific reason for denial, (2) The pertinent Section of the Plan on which the denial was based, (3) Other information the Committee may feel necessary to explain the denial, and (4) An explanation of the claims review procedure. The Participant, Designated Beneficiary or a duly authorized representative, may, within ninety (90) days of such denial, file with the Plan Administrator an appeal for review of denial of benefits. In considering any appeal pursuant to this Section 3(g), the Plan 44 Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. The Participant, Designated Beneficiary or duly authorized representative shall have the right to examine all pertinent documents relating to the original denial within sixty (60) days of the filing date of such appeal, the Committee shall review such appeal and provide the Participant a decision as to denial or approval. Such decision shall be in writing and shall cover all pertinent facts considered in making the decision. SECTION 4. ACTION BY THE COMPANY Any action by the Company under this Plan shall be made pursuant to authorization of its Board of Directors. SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS The Trustee and the Committee may, by agreement in writing, arrange for the delegation by the Trustee to the Company of any of the functions of the Trustee, except the custody and distribution of assets, the voting of Common Stock held by the Trustee, and the purchase and sale or redemption of securities. SECTION 6. DUTIES OF THE TRUSTEE The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions. The Trustee shall annually, following the close of each Plan Year, revalue and adjust each Participant's Account at its current market value at the end of the Plan Year. The Trustee shall furnish at least annually to each Participant a statement showing the status of his/her Account under the Plan. This statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after its mailing or delivery (if distribution is other than by mail) to a Participant. SECTION 7. ACCOUNTS OF THE TRUSTEE The annual financial statement of the Plan shall be audited annually by auditors selected by the Company. SECTION 8. RECORDS The records of the Trustee, Committee and the Company shall be conclusive with respect to all matters involved in the administration of this Plan. SECTION 9. VOTING OF COMMON STOCK (a) Each Participant shall have the right to direct the Trustee as to the manner in which voting rights with respect to shares of Common Stock held in the Participant's Account shall be exercised. 45 (b) In order to implement the voting rights granted in this Section, the Company shall furnish to the Trustee such information as will be distributed to shareholders of the Company in connection with each such vote and a form for the use by Participants in directing the Trustee as to the manner in which voting rights shall be exercised (the "Documents"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Documents as soon as practicable following the furnishing of the Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the voting of the shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be voted. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be voted. (c) In the absence of written direction from a Participant in accordance with Section 9(b) of this Article, the Trustee shall vote all shares of Common Stock held in such Participant's Account in the same manner in which the Trustee is directed by Participants, pursuant to Section 9(b) of this Article, to vote the majority of the aggregate shares of Common Stock held in such Participants' Accounts unless the Trustee is required, by ERISA, to vote the stock in a different manner. (d) The right granted to each Participant pursuant to this Section 9 to direct the manner in which shares of Common Stock allocated to such Participant's Account are voted, and the provisions instructing the Trustee regarding the manner in which voting rights with respect to such shares shall be exercised in the absence of written directions from a Participant, shall include the manner in which the rights with respect to corporate action by shareholder consent is exercised. (e) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 9 in the event of the death of such Participant. SECTION 10. NOTICES All notices, reports and statements given, made, delivered or transmitted to a Participant shall be duly given, made, delivered or transmitted as the Committee may deem appropriate. Written directions, notices and other communications from Participants to the Committee shall be in such form as may be prescribed by the Committee. Such written directions, notices and other communications shall be mailed by first class mail or delivered to the secretary of the Committee and shall be deemed to have been given when received by the secretary or his/her duly authorized representative. 46 SECTION 11. COSTS AND EXPENSES Except as provided in Article XV Section 3 with respect to transaction expenses, all costs and expenses incurred in the administration of the Plan shall be paid by the Company; provided, however, that any taxes which may be imposed on the income or the assets of the trust shall be paid out of the assets in the hands of the Trustee and shall be charged ratably against the Accounts of the Participants. Notwithstanding the foregoing, any taxes incurred by reason of specific investments or transactions shall be charged against those Accounts of the Participants which were involved in such investments or transactions on the basis of the respective interests of such Accounts in the investments or transactions generating such tax liability. SECTION 12. MISCELLANEOUS (a) Construction Of Agreement The Plan shall be governed by and construed in accordance with the laws of the State of Ohio, to the extent those laws have not been superseded by Federal law (which shall otherwise apply). (b) Participant's Rights Participation in the Plan by a Participant shall in no way affect any of the Company's rights as contained in the Basic Labor Agreement between the Company and the Union. (c) Headings The headings and captions contained in this document are for convenience of reference only, and are not deemed to constitute a part of the Plan. (d) Against Public Policy Should any provision (or part of any provision) of this Plan be determined by a court of competent jurisdiction to be contrary to law or unenforceable as a matter of public policy, such provision shall be considered severable, and this Plan shall be considered not to include the provision in issue. The Plan shall be construed by the Committee, by the Plan Administrator, and all other persons relying on this document as though such provision (or part thereof) did not exist, and the Plan shall be applied and enforced in the manner determined by the Plan Administrator to be most nearly consistent with the deleted provision as is permissible under law and public policy. (e) Certain Reversions to the Company Permitted Reversions of contributions to the Company will be permitted to the extent provided by Section 403(c) of ERISA. Any contribution made by the Company because of a mistake of fact must be returned to the Company within one year of the contribution. 47 In the event the deduction of a contribution made by the Company is disallowed under section 404 of the Code, such contribution (to the extent disallowed) must be returned to the Company within one year of the disallowance of the deduction. In the event that the Commissioner of Internal Revenue determines that the plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that initial qualification by the Company must be returned to the Company within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Company's return for the taxable year in which the plan is adopted, or such later date as the Secretary of the Treasury may prescribe. (f) Payment to Minor or Incompetent Person In the event that any benefit payable under this Plan is payable to or for the benefit of a minor, an incompetent person, or other person incapable of receipting therefor, such benefit shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Trustee, the Plan Administrator, the Company and all other parties with respect thereto. (g) Forfeiture if Participant or Designated Beneficiary Cannot Be Located In the event that any benefit payable under this Plan to any Participant or Designated Beneficiary cannot be paid because the proper payee cannot be located or identified by the Trustee, such benefit shall be deemed forfeited thirty-six (36) months from the date on which the Trustee or Plan Administrator first attempted to locate such payee, provided, however, that upon presentation by such proper payee of a subsequent claim for such forfeited benefit, the full amount of the forfeited benefit shall be restored. (h) Merger or Consolidation In the event of the merger or consolidation of this Plan (or any part thereof) into any other plan, or the transfer to or from this Plan of any of the assets held for the benefit of Participants and Designated Beneficiaries, each Participant and Designated Beneficiary affected by such merger, consolidation or transfer shall have an accrued benefit in the surviving or transferee plan (determined as if such plan were then terminated immediately after such merger, consolidation or transfer) that is equal to or greater than his/her accrued benefit to which he/she would have been entitled, had the Plan been terminated immediately prior to the occurrence of such merger, consolidation or transfer. (i) Electronic Media Notwithstanding any provision of the Plan to the contrary, including any provision which requires the use of a written instrument, to the extent permitted by applicable law, the Committee may establish procedures for the use of electronic media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic media may 48 include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems. (j) Plan Conversions Notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Committee, the Committee may temporarily suspend, in whole or in part, certain provisions of the Plan, which may include, but are not limited to, a Participant's right to change his contribution election, a Participant's right to change his investment election and a Participant's right to borrow or withdraw from his Account or obtain a distribution for his Account. SECTION 13. DESIGNATION OF TRUSTEE In order to implement the Plan, the Company will enter into a trust agreement with the Trustee to the end that contributions of the Participants and the contributions of the Company shall be invested in accordance with the provisions of this Plan and shall be held in Trust for the exclusive benefit of the Participants or their Designated Beneficiaries. The Company may, without further reference to or action by any Participant, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to said trust agreements or said further agreements as it may be necessary or desirable to carry out the Plan, may from time to time designate a successor Trustee or successor Trustees, or may take such other steps to execute such other instruments as it may deem necessary or desirable to put the Plan into effect or to carry out the provisions thereof. SECTION 14. TENDER AND EXCHANGE OFFERS Notwithstanding any other provision contained herein to the contrary (including, without limitation, the provisions of ARTICLE XIII), in the event the Trustee receives (i) any tender offer which is subject to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended from time to time, and to regulations promulgated thereunder, or (ii) any other offer or option to buy or exchange more than thirty (30) percent of the outstanding shares of Common Stock, the provisions of this Section 14 of ARTICLE XIV shall apply. (a) Each Participant shall have the right to direct the Trustee as to whether to tender and sell or exchange pursuant to such offer any whole and fractional shares of Common Stock held in the Participant's Account. (b) In order to implement the rights granted in this Section 14 of ARTICLE XIV, the Company shall furnish to the Trustee such information as may be distributed by it to shareholders of the Company in connection with each such offer (the "Tender Document"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Tender Documents together with all other materials that the Trustee receives as a shareholder from any other party with respect to such offer (the "Additional Tender Documents") and a form prepared by the Trustee for the use by Participants in directing the Trustee as to whether or not shares 49 of Common Stock in the Participants' Accounts shall be tendered and sold or exchanged as soon as practicable following the furnishing of the Tender Documents and Additional Tender Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the tender, and sale or exchange if the tender is accepted, of the whole and fractional shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be tendered. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be tendered. The Trustee shall tender all shares of Common Stock as to which valid and timely directions to do so have been received by it and have not been subsequently timely revoked prior to the expiration date of the offer to which the directions relate, and, to the extent the tender is accepted, the shares so tendered shall be sold or exchanged as soon as practical thereafter. Each Participant may direct the Trustee to withdraw any shares of Common Stock in the Participant's Account which were previously tendered, and the Trustee shall withdraw such shares of Common Stock prior to the withdrawal date of the offer, provided such direction is received in writing by the Trustee by the close of business two (2) days prior to the withdrawal date of the offer. Any and all directions given to the Trustee by any Participant pursuant to this Section 14 of ARTICLE XIV shall remain in the strict confidence of the Trustee. (c) In the absence of written direction from a Participant in accordance with Section 14(b) of ARTICLE XIV, the Trustee shall tender, and sell or exchange in the event the tender is accepted, at the times provided in Section 14(b) of ARTICLE XIV, all whole and fractional shares of Common Stock held in such Participant's Account only if the Trustee is directed by Participant, pursuant to Section 14(b) of ARTICLE XIV, to tender and sell or exchange the majority of the aggregate shares of Common Stock held in such Participants' Accounts. (d) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Tender Documents and Additional Tender Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 14 of ARTICLE XIV in the event of the death of such Participant. (e) The price at which sales of the Company's Common Stock in accordance with this Section 14 of ARTICLE XIV pursuant to a tender or exchange offer described herein shall be credited to the Participants' Accounts shall be the price paid in connection with the tender or exchange offer. Shares of Common Stock sold in accordance with this Section 14 of ARTICLE XIV pursuant to a tender of exchange offer described herein shall not be considered in computing weighted average price under Section 2 of ARTICLE XV. The cash proceeds from the sale or exchange of any shares of Common Stock tendered and sold or exchanged pursuant to this Section 14 of ARTICLE XIV shall be invested in accordance with the terms of the Plan. If, as a result of a tender and sale or exchange, the Trustee receives securities or other property, such securities or property shall be held or reinvested in accordance with the terms of the Plan. Any shares of Common Stock 50 tendered or offered but not purchased or exchanged shall be held or reinvested by the Trustee in the trust created under this Plan in accordance with the terms of the Plan. (f) Transactions in the Company's Common Stock pursuant to a tender or exchange offer in accordance with this Section 14 of ARTICLE XIV need not be made through the facilities of the New York Stock Exchange. (g) The Account of each Participant for whom the Trustee has sold or exchanged shares of Common Stock in connection with any tender offer or exchange offer described in this Section 14 of ARTICLE XIV shall be charged with a pro rata share of all expenses incurred by the Trustee in all sales or exchanges pursuant to such offer. 51 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE SECTION 1. TRANSACTION PERIOD For convenience in administration, the Committee and the Trustee shall establish a period for (a) the purchase and sale of Mutual Fund shares or the Company's Common Stock or (b) the deposit and withdrawal of Cash With Interest, which shall be known as a Transaction Period. The Transaction Period shall commence at 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the next succeeding day when both the Trustee and the New York Stock Exchange are open for business. All purchases and sales of the Company's Common Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by the Trustee during the Transaction Period shall be in accordance with the instructions and directions of the Participants (or of the Company as to purchases of the Company's Common Stock with amounts to be credited to a Participant's Account from Company Contributions attributable to Participant's Contributions) which are received during a Transaction Period. The Trustee shall not be required to respond to any subsequent instruction or direction received during any Transaction Period until the next succeeding Transaction Period. SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS The transaction price for purchases and sales of Company's Common Stock shall be determined based upon the closing price of the Company's Common Stock on the New York Stock Exchange on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares of the Company's Common Stock in the Common Stock pooled account, plus uninvested cash and accrued income, divided by the number of shares in the Common Stock pooled account. The transaction price for purchases and sales in each of the Mutual Funds shall be determined based upon the closing price of each such Mutual Funds on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares in each such Mutual Funds pooled account, plus uninvested cash and accrued income; divided by the total number of shares of each such Mutual Funds pooled account. Purchases and sales of the Cash With Interest Investment Option shall be charged or credited on the basis of actual purchase and sale prices for the particular transaction. SECTION 3. ALLOCATING TRANSACTION EXPENSE Each Participant for whom the Trustee has sold and/or purchased shares in one or more of the Investment Options available in the Plan pursuant to the Participant's specific investment directions shall be charged for the expenses incurred by the Plan in the exercise of the Participant's specific investment option direction. SECTION 4. REGISTRATION OF SECURITIES Securities held by the Trustee may be registered in the name of the Trustee or its nominee. 52 SECTION 5. MISCELLANEOUS The Trustee shall invest in the Company's Common Stock Investment Option, the Cash With Interest Investment Option, or Mutual Fund Investment Option as promptly as practicable after the receipt of Employee contributions. Contributions temporarily held for investment in one of the Investment Options shall be invested by the Trustee in a short term fund approved by the Committee. All Transactions in the Company's Common Stock shall be made through the facilities of the New York Stock Exchange except for the purchase of stock from the Company as provided in Section 4 of Article V. 53 ARTICLE XVI ASSIGNABILITY It is a condition of the Plan, and all rights of each Participant shall be subject thereto, that, except as provided in a qualified domestic relations order as defined in Section 414(p) of the Code, no right or interest of any Participant in the Plan or in the Account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including, but not by the way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, but excluding the consequence of death, or mental incompetency, and no right of interest of any Participant of the Plan or in the Account shall be liable for, or subject to, any obligation or liability of such Participant. Notwithstanding any provision of the Plan to the contrary, effective for judgments, orders, decrees or settlements issued on or after August 5, 1997, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Participant's benefit under the Plan, to the extent permitted under Code Section 401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii) relating to the protection of the Participant's spouse (if any) are satisfied. 54 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN SECTION 1. AMENDMENT Subject to Section 2 of this Article XVII, the Company may at any time and from time to time, amend the Plan if in the opinion of the Company such amendment is necessary to enable the Plan to meet the requirements of the Code (including the regulations and rulings issued thereunder) or the requirements of any governmental authority. SECTION 2. LIMITATION ON AMENDMENT The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Employee, Participant, former Participant or person claiming under or through any one or more of them pursuant to the Plan, except that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan. Moreover, no such amendment shall be made hereunder which shall permit any part of Participants' contributions to revert to any Company or be used or be diverted to purposes other than the exclusive benefit of Employees, Participants, former Participants, and beneficiaries. SECTION 3. TERMINATION This Plan shall continue in effect until and including the 31st day of October, 2003. Thereafter it shall renew itself for yearly periods unless written notice is given by either party to the other not less than sixty (60) days, but not more than seventy-five (75) days, prior to the expiration date or any extension thereof, that it is desired to terminate or amend the Plan. In the event such notice is given, the parties shall begin negotiations not less than forty-two (42) days prior to the termination date, unless otherwise mutually agreed to. If negotiations are not completed prior to the expiration date, this Plan shall terminate unless extended by mutual agreement of the parties. Upon termination, this Plan shall terminate in all respects, except that no distributions shall be made from the Plan until ninety (90) days following such termination, and any distributions made upon termination of the Plan shall be subject to the terms of Article XI Section 3. Except as herein otherwise provided, no provision of this Plan shall be subject to change prior to the expiration date as determined above. Upon any termination or partial termination of the Plan, the rights of each Participant to the assets then held in his/her Account under the Plan shall be non-forfeitable. 55 ARTICLE XVIII ESOP FEATURE SECTION 1. ESTABLISHMENT OF ESOP (a) The provisions of this Article XVIII shall become effective January 1, 2002. (b) The Plan shall consist of two components, the ESOP Feature and the Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account. The ESOP Feature is intended to qualify as a stock bonus plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7). The ESOP Feature is designed to invest primarily in "qualifying employer securities," as defined in Code Sections 4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is described in this Article XVIII. The provisions of this Article XVIII shall supercede any contrary provisions of the Plan. SECTION 2. ESOP ACCOUNT (a) The Committee shall establish an ESOP Account in the name of each Participant and shall thereafter maintain a record thereof. (b) The ESOP Account of each Participant shall be credited and debited periodically during each Plan Year in which the ESOP is maintained with any additions or reductions in the number of shares of Common Stock held for such Participant in the Plan due to the reallocation of the investment of the Participant's Non-ESOP Account and ESOP Account, and with any stock and cash dividends paid on Common Stock attributable to units of the Common Stock fund. (c) In the event that a Participant elects a partial liquidation of the investment of his Account in Common Stock pursuant to Section 5 of Article V, Common Stock shall be liquidated pro-rata from the Participant's Non-ESOP Account and ESOP Account. SECTION 3. ESOP CONTRIBUTIONS The Company, in its discretion, may make ESOP Contributions from time to time in such amounts as are determined by the Company. All ESOP Contributions shall be made in Common Stock. ESOP Contributions for a Plan Year shall be allocated among active Participants for the Plan Year. The amount allocated to each active Participant shall be determined by multiplying each active Participant's Compensation for such Plan Year by a fraction, the numerator of which is the ESOP Contribution for such Plan Year, and the denominator of which is the total Compensation of all active Participants for such Plan Year. ESOP Contributions shall be treated as Company Contributions for purposes of distributions and withdrawals from the Plan. The ESOP Contribution subaccount of a Participant shall be invested in Common Stock, subject to the diversification rules provided in Section 4 of this Article. 56 SECTION 4. DIVERSIFICATION OF INVESTMENT Participants who are at least age 55 may diversify the investment of amounts, including amounts not Vested, held in their ESOP Accounts by transferring amounts out of the Common Stock fund to one of the other Investment Options in accordance with the provisions of Section 5 of Article V. Any transfer of such amounts out of the Common Stock fund to another Investment Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature. SECTION 5. PUT OPTION (a) If shares of Common Stock distributable to a Participant or his Beneficiary are at the time of the distribution not readily tradable on an established market, the Participant or Beneficiary will have an option (the "Put") to require the Company to purchase all of the shares actually distributed to him. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Participant or the Beneficiary only during the Option Period in which the former Participant or Beneficiary receives a distribution of shares of Common Stock. (b) The "Option Period" is the 60-day period following the day on which a Participant or his Beneficiary receives a distribution. If the former Participant or Beneficiary does not exercise the Put during that 60-day period, the Option Period will also be the 60-day period beginning after the new determination of the fair market value of Common Stock by the Committee (and notice to the Participant) in the following Plan Year. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law. (c) The "Option Price" will be the fair market value of each share of Common Stock as of the valuation date immediately preceding the date the Put is exercised, multiplied by the number of shares to be sold under the Put, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions, or similar changes to the number of outstanding shares. (d) The terms of payment for the sale of Common Stock pursuant to the Put shall be as provided in the Put and may be either paid in a lump sum or in installments as provided by the Committee. An agreement to pay through installments shall be permissible only if the Common Stock subject to the put option is part of a 'total distribution', as defined in Code Section 409(h)(5), and-- (i) the agreement is adequately secured, as determined by the Committee, (ii) a reasonable rate of interest is charged, as determined by the Committee, (iii) annual payments are equal, (iv) installment payments must begin not later than 30 days after the date the Put option is exercised, and 57 (v) the term of the payment does not extend beyond five years from the date the Put option is exercised. (e) The Put will not be assignable, except that the former Participant's donees or, in the event of a Participant's death, his personal representative, will be entitled to exercise the Put during the Option Period for which it is applicable. (f) The Trustee in its discretion may, with the Company's consent, assume the Company's obligation under this Section at the time a former Participant or Beneficiary exercises the Put. If the Trustee does assume the Company's obligations, the provisions of this Section that apply to the Company will also apply to the Trustee. (g) The Put will also apply to shares of Common Stock that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Participant or Beneficiary to whom the Put becomes applicable that the shares of Common Stock held by the former Participant or Beneficiary are subject to the Put for the remainder of the applicable Option Period and will inform the Participant or Beneficiary of the terms of the Put. If the written notice is given later than ten days after the shares of Common Stock cease to be publicly traded or become subject to a trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given. (h) The Committee will notify each former Participant or Beneficiary who is eligible to exercise the Put of the fair market value of each share of Common Stock as soon as practicable following its determination. The Committee and the Company will send all notices required under this Subsection to the last known address of a former Participant or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address. SECTION 6. PAYMENT OF DIVIDENDS (a) The Committee, in its sole discretion, may provide that any dividends paid in cash during the Plan Year on shares of Common Stock in which Participants' ESOP Accounts are invested shall be (i) paid in cash directly to the Participant, (ii) paid to the Plan and subsequently distributed to the Participant in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan, or (iii) at the election of the Participant, either (A) paid to the Participant as provided in Clause (i) or (ii) (as determined by the Committee) or (B) paid to the Participant's ESOP Account to be reinvested in the Common Stock. Such dividends shall be paid in accordance with procedures established by the Committee. (b) If an election pursuant to Paragraph (a)(iii) is provided by the Committee, each Participant may make the election, in the manner and at the time specified by the Committee, with respect to dividends received on shares of Common Stock comprising the portion of the Common Stock fund allocated to the Participant's ESOP Account. If an election pursuant 58 to Paragraph (a)(iii) is provided by the Committee and a Participant does not make such an election, such dividends shall be paid to the Participant's ESOP Account to be reinvested in Common Stock. (c) The Beneficiary of a deceased participant shall have the same rights as a Participant has under this Section 6. (d) The provisions of this Section 6 are intended to comply with Section 404(k) of the Code, and shall be interpreted and construed accordingly. SECTION 7. INDEPENDENT APPRAISER Common Stock held in Participants' ESOP Accounts shall be valued as of each valuation date, or at the discretion of the Committee, more frequently. All valuations of Common Stock held in Participants' ESOP Accounts which is not readily tradable on an established securities market shall be made by an independent appraiser meeting requirements similar to those contained in Treasury Regulations under Code Section 170(a)(1). SECTION 8. SHARE LEGEND Shares of Common Stock in the ESOP Feature held or distributed by the Trustee may include such legend restrictions on transferability as the Company may reasonably require in order to assure compliance with applicable federal and state securities laws. 59 IN WITNESS WHEREOF, Cooper Tire & Rubber Company has caused this Restated Plan to be executed and adopted this 26th day of February, 2002. COOPER TIRE & RUBBER COMPANY By: /s/ Stephen O. Schroeder ----------------------------------- Treasurer By: /s/ Richard N. Jacobson ----------------------------------- Assistant Secretary 60 AMENDMENT NO. 1 TO THE COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN (FINDLAY) (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001) The Cooper Tire & Rubber Company (the "Company") hereby adopts this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Findlay) (As Amended and Restated Effective as of January 1, 2001) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 2002, unless otherwise indicated. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. One of the purposes of this Amendment is to reflect the adoption of various provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to satisfy the "good faith" compliance requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder. SECTION 1 Section (12) of Article I of the Plan is hereby amended in its entirety to read as follows: "(12) 'Compensation' - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time." SECTION 2 Section 1(a)(ii) of Article III of the Plan is hereby amended in it entirety to read as follows: "(ii) the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year." SECTION 3 61 Section 1 of Article IV of the Plan is hereby amended by (i) deleting the fifth paragraph therein and (ii) deleting the word "either" and the phrase "or multiple use rules" in the sixth paragraph where they occur therein. SECTION 4 Section 1(a) of Article IX of the Plan is hereby amended in its entirety to read as follows: "the Participant's retirement, death, Total and Permanent Disability, or severance from employment;" SECTION 5 Section 1 of Article IX of the Plan is hereby amended by (i) deleting subsections (d) and (e) and (ii) renumbering subsection (f) as subsection (d). SECTION 6 The last paragraph of Section 2 of Article IX of the Plan is hereby amended in its entirety to read as follows: "Employees who make a hardship withdrawal may not make elective deferrals and employee after-tax contributions under this Plan and all other plans of the Company for 6 months after receipt of the distribution." SECTION 7 Section 6(d)(1)(i) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, 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), such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and any distribution which is made upon hardship of the distributee. Notwithstanding the foregoing, a portion of a distribution shall not fail to be an Eligible Rollover 62 Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Sections 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible." SECTION 8 Section 6(d)(1)(ii) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(2) 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, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state that accepts the Distributee's Eligible Rollover Distribution." SECTION 9 The first two sentences of Section 1(a) of Article XII of the Plan are hereby amended in their entirety to read as follows: "(a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code or (ii) 100% of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limit referred to in (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition." 63 SECTION 10 Section 3(f) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(f) Claims for Benefits (other than disability benefits) Any Participant or Designated Beneficiary who believes that he or she is entitled to receive a benefit under the Plan which he or she has not received may file with the designated representative of the Committee, on such forms as may be designated by the Committee, a written claim specifying the basis for his or her claim and the facts upon which he or she relies in making such claim. Such a claim must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the designated representative of the Committee. Unless such claim is allowed in full by the Committee, the Committee shall (within 90 days after such claim was filed, plus an additional period of 90 days if required for processing and if notice of the 90-day extension of time indicating the specific circumstances requiring the extension and the date by which a decision shall be rendered is given to the claimant within the first 90-day period) cause written notice to be mailed to the claimant of the total or partial denial of such claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall state (1) the specific reason(s) for the denial of the claim, (2) specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the denial of the claim was 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 review procedure specified in Section 3(g) of this Article XIV." 64 SECTION 11 Section 3(g) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(g) Appeals Procedure Within 90 days after the denial of his or her claim, the claimant may appeal such denial by filing with the Plan Administrator his or her written request for a review of the claim. Such request for review must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the Plan Administrator or its designee. If the claimant does not file a request for review of his or her claim within such 90-day period, the claimant shall be conclusively presumed to have accepted as final and binding the initial decision of the Plan Administrator on his or her claim. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. If such an appeal is so filed within such 90-day period then the Plan Administrator, or a named fiduciary designated by the Administrator, shall conduct a full and fair review of such claim. During such full review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and with reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. After the completion of such full review, the reviewer shall mail or deliver to the claimant a written decision on the matter based on the facts and pertinent provisions of the Plan and/or Trust Fund and/or applicable law. Such decision shall be mailed or delivered to the claimant within a period of 60 days after the Administrator's receipt of the request for review unless special circumstances require an extension of time, in which case such decision shall be rendered not later than 120 days after receipt of such request. (If an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.) Such decision (1) shall be written in a manner calculated to be understood by the claimant, (2) shall state the specific reason(s) for the decision, (3) shall make specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the decision is 65 based and (4) shall, to the extent permitted by applicable law, be final and binding on all interested persons. The notice of the adverse determination shall also include a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and contain a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures and a statement of the claimant's right to bring an action under Section 502(a) of ERISA." SECTION 12 Section 3 of Article XIV of the Plan is hereby amended by adding a new subsection (h) to the end thereof, immediately following subsection (g), to read as follows: "(h) Claims for Benefits Upon Total and Permanent Disability: (1) Notwithstanding the foregoing provisions of this Article, in the case of a claim for benefits upon Total and Permanent Disability, unless such claim is allowed in full by the Committee, the Committee shall (within a reasonable period of time, but not later than 45 days, unless such period is extended as provided in Section 3(h)(2), below, after receipt of the claim) cause written notice to be mailed or delivered to the claimant of the total or partial denial if his claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reason(s) for the denial of the claim, (ii) specific reference(s) to the provisions of the Plan and/or Trust Fund on which the denial of the claim was based, (iii) 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, 66 (iv) an explanation of the review procedures specified in Section 3(h)(3) of this Article XIV and the time limits applicable to such procedures, and (v) a specific reference to the internal rule, guideline, protocol or other similar criterion, if any, that was relied upon in making the adverse determination or a statement that such rule, guideline, protocol, or other similar criterion, if any, was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request. (2) The 45-day period set forth in Section 3(h)(1), above, may be extended by the Committee for up to 30 days, provided that the Committee determines that such an extension is necessary due to matters beyond the control of the Committee and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. Additionally, if, prior to the end of the first 30-day extension period, the Committee determines that, due to matters beyond the control of the Committee, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Committee notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Committee expects to render a decision. In the event of any extension under this Section 3(h)(2), the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve the issues. The claimant shall be afforded at least 45 days within which to provide the specified information. Additionally, in the event that a period of time is extended due to a claimant's failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. (3) Within 180 days after receipt of a notification of a denial of a claim, the claimant or his duly authorized representative may appeal such denial 67 by filing with the Committee his written request for a review of his claim. If such an appeal is so filed within 180 days, a Named Fiduciary designated by the Committee shall conduct a full and fair review of such claim. During such full and fair review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits and reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall (i) take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, (ii) not afford deference to the initial adverse benefit determination, (iii) be conducted by a Named Fiduciary who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual, (iv) provide that, in deciding any appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Named Fiduciary shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual, and (v) provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the claimant's adverse benefit determination, without regard to whether the advice was relied upon in making the initial benefit determination. The decision of the Named Fiduciary shall be made in a writing delivered to the claimant within a reasonable time, but in no event later than 45 days after the receipt of the request for review unless special circumstances require an extension of time for processing. If the Named Fiduciary determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant setting forth the special circumstances requiring an extension of time and the date by which the Named Fiduciary expects to render a decision on review, and shall be furnished prior to the termination of the initial 45-day period. In no event shall such extension exceed a period of 45 days from the end of the initial 45-day period. In the case of an adverse benefit determination on review, the notice of the determination shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reasons for the determination, (ii) specific reference(s) to specific provisions of the Plan and/or Trust Fund on which the determination is based, (iii) a statement that the claimant is entitled to receive, upon request, and free of charge, 68 reasonable access to, and copies of all documents, records, and other information relevant to the claimant's claim for benefits, (iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures, including a statement of the claimant's right to bring a civil action under section 502(a) of ERISA and (v) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol or other similar criterion will be provided free of charge to the claimant upon request. To the extent permitted by applicable law, the determination on review shall be final and binding on all interested persons. In performing the duties under this Section 3(h)(3), the Named Fiduciary shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof." EXECUTED this 27th day of December 2002. THE COOPER TIRE & RUBBER COMPANY By: /s/ Stephen O. Schroeder ----------------------------- Treasurer By: /s/ Charles F. Nagy ----------------------------- Assistant Treasurer 69 EX-99.D 10 l98078aexv99wd.txt EX-99.D Exhibit (99d) COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN - (TEXARKANA) As amended and Restated Effective as of January 1, 2001 or as otherwise provided in Plan TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS...........................................2 ARTICLE II ELIGIBILITY AND PARTICIPATION........................11 ARTICLE III PARTICIPANTS' CONTRIBUTIONS..........................13 ARTICLE IV COMPANY CONTRIBUTIONS................................16 ARTICLE V INVESTMENT OF CONTRIBUTIONS..........................20 ARTICLE VI VESTING OF CONTRIBUTIONS.............................23 ARTICLE VII SUSPENSION OF PARTICIPATION..........................24 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED.......25 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS..........................26 ARTICLE X DESIGNATION OF BENEFICIARY...........................28 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS........................29 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION......................36 ARTICLE XIII RESERVED.............................................41 ARTICLE XIV ADMINISTRATION OF THE PLAN...........................42 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE...................52 ARTICLE XVI ASSIGNABILITY........................................54 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN..........................................55 ARTICLE XVIII ESOP FEATURE.........................................56 -i- AGREEMENT THIS AGREEMENT is made and entered into this 17th day of March, 1999, by and between Cooper Tire & Rubber Company, hereinafter referred to as the "Company" for its plant located in Texarkana, Arkansas and the United Steelworkers of America, and Local 752, thereof executing this Agreement; the International Union and the Local Union collectively being hereinafter referred to as the "Union". Effective January 1, 2002, an ESOP will be established under the Plan described in this Agreement. The ESOP feature is described in Article XVIII of the Plan and in other relevant Plan sections. The provisions of the Plan relating to the ESOP feature shall not be effective until January 1, 2002. 1 ARTICLE I DEFINITIONS For the purposes of this Plan, the following words and phrases shall have the following meanings unless a different meaning is clearly required by the context: (1) "Account" of a Participant or "Participant's Account" - the then total current market value of the account in the Participant's name as determined by the Trustee representing the entire interest of a Participant in the Plan. Effective January 1, 2002, each account shall consist of the Non-ESOP Account and ESOP Account. Prior to January 1, 2002, each account shall consist of a Pre-Tax Savings Plan Contribution subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions attributable to a Participant and allocated earnings attributable thereto and a Company Contribution subaccount which will reflect the amount of Company Contributions made pursuant to Article IV herein and allocated earnings attributable thereto. (2) "Active Participation" - the making of Participant contributions to the Plan and the right to share in the allocation of Company Contributions and ESOP Contributions, if any. (3) "Actual Deferral Percentage" - for each Plan Year, the ratios (expressed as a percentage and calculated separately for each Eligible Employee in a specified group) of (a) the total amount of Company Wage Reduction Contributions to (b) the Eligible Employee's aggregated Compensation for such Plan Year. Effective until January 1, 1997, for purposes of determining the Actual Deferral Percentage for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, any Compensation paid to a Family Member or any contribution made by the Company on such Family Member's behalf under Section 1 of Article III shall be treated as paid to or contributed on behalf of the Highly Compensated Employee. Such Family Member shall be disregarded in determining the Actual Deferral Percentage for Non-Highly Compensated Employees. In addition, the Actual Deferral Percentage for any Highly Compensated Employee for the Plan Year and who is a participant under two or more plans described in Section 401(k) of the Code which are maintained by the Company, shall be the sum of the Actual Deferral Percentages under each of such plans. (4) "Adjusted Employment Date" - the date arrived at when the Employee's prior Continuous Credited Service is subtracted, according to Section 2 of Article II, from the date on which the Employee first renders service entitling him/her to credit for an Hour of Service subsequent to a prior period of Continuous Credited Service. (5) "Affiliated Group" - means the Company and any and all other corporations, trades and/or businesses, the employees of which together with Employees of the Company are required, 2 by the first sentence of Subsection (b) or Subsection (c) of section 414 of the Code to be treated as if they were employed by a single employer. Each corporation or unincorporated trade or business that is or was a member of the Affiliated Group shall be referred to herein as an "Affiliated Group Member" or an "Affiliated Company" but only during such period as it is or was such a member. (6) "Code" - the Internal Revenue Code of 1986, as amended to date, and as it may hereafter be amended, or any successor statute of similar purpose. (7) "Committee" - the Defined Contribution Plan Committee established herein. (8) "Common Stock" - common stock of Cooper Tire & Rubber Company, which is intended to be `employer securities' within the meaning of Section 409(l) of the Code, and `qualifying employer securities' within the meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to acquire and hold Common Stock, and shall be an eligible individual account plan, as that term is defined in Section 407(d)(3)(A) of ERISA. (9) "Company" - Cooper Tire & Rubber Company and any of its subsidiary corporations which adopt this Plan. (10) "Company Contributions" - contributions made by the Company pursuant to Article IV of the Plan, other than Company Wage Reduction Contributions. (11) "Company Wage Reduction Contributions" - amounts transferred to the Plan by the Company pursuant to wage reduction arrangements between the Company and Participants, also sometimes referred to herein as Pre-tax Savings Plan Contributions. (12) "Compensation" - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time. Effective until January 1, 1997, in determining the compensation of a Participant for purposes of the limitation, the rules of section 414(q)(6) of the Code shall apply, except in applying such rules, the term family shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of the rules described in the preceding sentence the limitation of Section 401(a)(17) of the Code is exceeded, then the limitation shall be prorated among the affected individual's Compensation as determined under this section prior to the application of this limitation. 3 In addition to other applicable limitations set forth in the plan, and notwithstanding any other provision of the plan to the contrary, for plan years beginning on or after January 1, 1994, the annual compensation of each employee taken into account under the plan shall not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA `93) annual compensation limit. The OBRA `93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA `93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For plan years beginning on or after January 1, 1994, any reference in this plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA `93 annual compensation limit set forth in this provision. If compensation for any prior determination period is taken into account in determining an employee's benefits accruing in the current plan year, the compensation for that prior determination period is subject to the OBRA `93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA `93 annual compensation limit is $150,000. (13) "Continuous Credited Service" - the number of years aggregated under the provisions of Article II, Section 2, except that Continuous Credited Service prior to January 1, 1976, shall be calculated from the most recent Employment Date. (14) "Current Earnings" - net income before federal income taxes of the Company for its current fiscal year and before deducting any Company Contributions or ESOP Contributions to this Plan for such fiscal year determined on the basis of generally accepted accounting principles. (15) "Designated Beneficiary" - the beneficiary chosen by the Participant, in accordance with the provisions of Article VIII herein, to receive, upon the Participant's death, any benefit payable under this Plan by reason of the Participant's death. (16) "Eligible Employee" - any Employee who has satisfied the provisions of Section 1 of Article II. (17) "Employee" - any employee of the Texarkana plant of the Company, whose terms and conditions of employment are determined through collective bargaining with the Union. The term "Employee" includes Company employee out-of-town truck drivers. To the extent required by Section 414(n) of the Code, the term "Employee" includes any person who is a "leased employee" of the Company or any other Controlled Group Member. For purposes of this Subsection, a "leased employee" means any person who, pursuant to an agreement between the Company or a Controlled Group Member and any other person 4 ("leasing organization"), has performed services for the Company or Controlled Group Member on a substantially full-time basis for a period of at least one year, and, effective January 1, 1997, such services are performed under primary direction or control of the Company or Controlled Group Member. Contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the Company or a Controlled Group Member will be treated as provided by the Company or Controlled Group Member. A leased employee will not be considered an Employee of the Company or a Controlled Group Member, however, if (1) leased employees do not constitute more than 20% of the Company's or Controlled Group Member's non- highly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by a money purchase pension plan maintained by the leasing organization that provides (i) a non-integrated employer contribution rate of at least 10% of compensation, (ii) immediate participation and (iii) full and immediate vesting. All personal and relative pronouns, singular or plural, and words "person", "Employee", and "Employees" shall refer to both male and female Employees generally. (18) "Employment Date" - the date on which the Employee first completes an Hour of Service in the employ of the Company, whether or not that service is performed as an Employee. (19) "ESOP Account" - shall include all amounts in the Participant's Account that are transferred to the ESOP Account pursuant to Section 3 and Section 5 of Article V. The ESOP Account shall be established under the ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Company Contributions subaccount which will reflect the amount of Company Contributions in the ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto, and an ESOP Contributions subaccount which will reflect the amount of ESOP Contributions in the ESOP Account made pursuant to Article XVIII herein and allocated earnings attributable thereto. (20) "ESOP Contributions" - are the discretionary contributions made by the Company pursuant to Section 3 of Article XVIII. (21) "ESOP Feature" - is the portion of the Plan described in Article XVIII and shall be effective January 1, 2002. The ESOP Feature consists of the ESOP Account. (22) "Family Member" - effective until January 1, 1997, with respect to any Employee, such Employee's spouse and lineal ascendants and descendants and the spouses of such lineal ascendants and descendants. (23) "Highly Compensated Employee" - The term Highly Compensated Employee includes highly compensated active Employees and highly compensated former Employees. 5 For a particular Plan Year, effective January 1, 1997, a highly compensated active Employee means any Employee who: (i) was a 5-percent owner at any time during the current or the preceding Plan Year or (ii) for the preceding Plan Year received compensation from the Company in excess of the amount in effect for such Plan Year under Section 414(q)(1)(B) of the Code and was in the top-paid group of Employees for such preceding Plan Year. For the purposes of this Subsection, (i) the term "compensation" shall mean (A) for the period prior to January 1, 1998, the sum of an Employee's compensation under Section 415(c)(3) of the Code and the Employee's Pre-Tax Savings Plan Contributions (subject to the limitations of Section 401(a)(17) of the Code), and (B) for periods commencing on and after January 1, 1998, an Employee's compensation under Section 415(c)(3) of the Code (subject to the limitation of Section 401(a)(17) of the Code), and (ii) the term "top-paid group" shall mean that group of Employees of the Company consisting of the top 20 percent (20%) of such Employees when ranked on the basis of compensation paid by the Company during the Plan Year. A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Company during the determination year, and was a highly compensated active Employee for either the separation year or any determination year ending on or after the Employee's 55th birthday. This paragraph shall apply until January 1, 1997. If any Employee is, during a determination year or look-back year, a family member of either a 5 percent owner who is an active or former Employee or a Highly Compensated Employee who is one of the 10 most Highly Compensated Employees ranked on the basis of Compensation paid by the Company during such year, then the family member and the 5 percent owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family member and 5 percent owner or top-ten Highly Compensated Employee shall be treated as a single Employee receiving compensation and Plan contribution or benefits equal to the sum of such Compensation and contributions or benefits of the family member and 5 percent owner or top-ten Highly Compensated Employee. For purposes of this section, family member includes the spouse, lineal ascendants and descendants of the Employee or former Employee and the spouses of such lineal ascendants and descendants. The determination of who is a Highly Compensated Employee, including the determination of the number and identity of Employees in the top-paid group and the compensation that is considered, will be made in accordance with section 414(q) of the Code and the regulations thereunder. (24) "Hour of Service" - each hour for which an employee is paid, or entitled to payment, by the Company for the performance of duties or on account of a period of time during which no duties are performed due to vacation, holiday, jury duty, short-term military duty or funeral absence. Each hour for which an employee is not paid, or not entitled to payment, on account of a period of time during which the employee continues to accrue Continuous 6 Credited Service while under an approved leave of absence for illness, incapacity or disability, long-term military duty or personal reasons. Each hour for which an employee is paid back pay, regardless of mitigation of damages, except for hours previously credited for the same period, or severance pay. Hours of Service shall not be credited due to payments received by an employee from a plan maintained for the sole purpose of complying with applicable worker's or unemployment compensation laws, complying with disability insurance laws, or reimbursement of medical or medically related expenses. Such hours shall be credited as specified in Section 201 of the Employee Retirement Income Security Act of 1974, as amended, and as specified at Title 29, Code of Federal Regulations, 2530.2O0b. Hours of Service performed at premium rates (such as holiday pay overtime or shift differential) shall be credited as single Hours of Service, regardless of the rate of compensation in effect for such service. If an Employee is absent from work for any period which commences on or after the Effective Date: (a) by reason of the pregnancy of the Employee, (b) by reason of the birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (d) for purposes of caring for any such child for a period beginning immediately following such birth or placement, and the absence is permitted under the Company-Union basic labor agreement, the Employee shall not, solely by reason of such absence, be considered to have incurred a Severance Date for purposes of participation and for determining his/her vested interest until the expiration of the consecutive twenty-four (24) month period commencing on the first day of the absence. If an Employee is absent from work for any period for any reasons referred to in subparagraphs (a), (b), (c) and (d) of this subsection, and such period includes the last day of the Plan Year, the Employee shall be deemed to be employed on such date for purposes of Section 3 of Article II. (25) "Investment Option" - one of those forms of investment which are available to a Participant to invest Company Wage Reduction Contributions, vested Company Contributions and related earnings under the Plan. (26) "Leave of Absence" - leave of absence granted by the Company due to illness or injury, required U.S. Military Service, or other special leave of absence set forth in the Company-Union basic labor agreement, under which all Participants in similar circumstances shall be treated alike. 7 (27) "Non-ESOP Account" - shall include all Pre-Tax Savings Plan Contributions, Company Contributions, and Transfer Contributions made to the Plan pursuant to Articles III and IV of the Plan; except that the Non-ESOP Account shall not include any portion of such contributions transferred to the Participant's ESOP Account pursuant to Section 3 and Section 5 of Article V. The Non-ESOP Account shall be established under the Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, and a Company Contributions subaccount which will reflect the amount of Company Contributions in the Non-ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto. (28) "Non-ESOP Feature" - is the portion of the Plan, on and after January 1, 2002, (a) which is not included within the ESOP Feature, (b) which is intended to qualify as a profit sharing plan under Code Section 401(a), and (c) which includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k). The Non-ESOP Feature consists of the Non-ESOP Account. (29) "Non-Highly Compensated Employee - any Eligible Employee who is neither a Highly Compensated Employee nor, effective until January 1, 1997, a Family Member of a Highly Compensated Employee. (30) "Normal Retirement Date" - the later of the day the Participant attains age sixty-five (65) or the completion of five (5) years of participation in the Company's Texarkana Hourly Employees' Retirement Plan. (31) "One-Year Break in Service" - a Plan Year during which a Participant has five hundred (500) or fewer Hours of Service. Temporary excused absences, including military leave, shall not constitute a One-Year Break in Service. Further, solely for the purpose of determining whether a Participant has incurred a One-Year Break in Service, Hours of Service shall be recognized for "maternity and paternity leaves of absence." A "maternity or paternity leave of absence" shall mean, for Plan Years beginning after December 31, 1984, an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a One-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the plan administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a "maternity or paternity leave of absence" shall not exceed five hundred one (501). 8 (32) "Participant" - any person who has been admitted to participation in this Plan pursuant to the provisions of Article II. The term "Participant" shall include active Participants (those currently eligible to share in Company Contributions and ESOP Contributions, if any), inactive Participants (those individuals who are employed by the Company and have been active Participants but are not eligible to share in Company Contributions or ESOP Contributions), and any former Employee who has an Account under the Plan. (33) "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be modified or amended from time to time. Effective January 1, 2002, the Plan consists of the ESOP Feature and the Non-ESOP Feature. (34) "Plan Year" - except as otherwise provided herein, a Plan Year shall be the calendar year beginning January 1 and ending December 31. With respect to each person becoming employed by the Company or an Affiliated Company, for purposes of eligibility to participate herein, the initial Plan Year shall be the calendar year which commences coincident with or immediately following the Employee's Employment Date. (35) "Pre-tax Savings Plan Contribution" - the percentage of a Participant's Compensation which the Company contributes to the Plan pursuant to a wage reduction agreement, under which a Participant elects to forego a percentage of such Compensation, reduced for purposes of the Plan, also sometimes referred to as a Company Wage Reduction Contribution. (36) "Severance Date" - the earliest of (a) the date on which the Employee retires, dies, quits, or is discharged or (b) the date on which the Employee ceases to accrue Continuous Credited Service in accordance with the Company-Union basic labor agreement provisions for leave of absence; but in no event shall the Severance Date, as defined in (a) and (b), be earlier than the first anniversary of the first day of a period throughout which the Employee remains absent, with or without pay, from the service of the Company by reason of the absence. (37) "Severance Period" - the period of time between the Employee's Severance Date and the date on which he again performs an Hour of Service. (38) "Total and Permanent Disability" - a condition of a Participant as the result of bodily injury or disease from an unavoidable cause which prevents such Participant from being physically able to meet his/her present job requirements as the same existed at the time of the Participant's cessation of service due to such condition and which disability will (in the opinion of a qualified physician designated by the Committee) presumably be permanent and continuous during the remainder of his/her life. Such condition shall be deemed to have resulted from an unavoidable cause unless it: (a) was contracted, suffered or incurred while the Participant was engaged in, or resulted from having engaged in, a felonious enterprise, or (b) resulted from habitual drunkenness or addiction to hallucinogenic and/or narcotic drugs not prescribed by a qualified physician for treatment of a condition other than drug addiction, or 9 (c) resulted from an intentional self-inflicted injury or self- induced sickness. (39) "Transaction Period" - a period defined in Article XV herein during which certain rules and regulations, as established by the Committee and the Trustee, shall govern all transactions relating to securities. (40) "Transactions" - all purchases, sales, redemptions or other dispositions of securities by the Trustee under the Plan. (41) "Transfer Contributions" - those amounts transferred to the Plan on behalf of an Employee from another plan qualified under Section 401(a) of the Code as described in Article III, Section 8. (42) "Trustee" - the Trustee or Trustees designated by the Company as provided herein. (43) "Trust Fund" - assets of the Plan and Trust as the same shall exist from time to time. (44) "Unvested" - that portion of a Participant's Account balance which is not vested pursuant to Article VI herein. (45) "Vested" - that portion of a Participant's Account balance to which he/she has a nonforfeitable right pursuant to Article VI herein. 10 ARTICLE II ELIGIBILITY AND PARTICIPATION SECTION 1. ELIGIBILITY Any Employee of the Company eligible for membership in the Union who has completed thirty days of Continuous Credited Service is eligible to participate in the Plan. Notwithstanding the foregoing, no Employee who serves only as a leased employee as defined in Section 414(n) of the Code shall be covered by the Plan or deemed to be a Participant. SECTION 2. CONTINUOUS CREDITED SERVICE (a) Continuous Credited Service for purposes of computing eligibility shall be defined as the period of time (as computed by completed 1/12ths of a year) between the Employee's Employment Date or Adjusted Employment Date and the current date or the Employee's most recent Severance Date. (b) Any person who incurs a Severance Period after January 1, 1990, shall have Continuous Credited Service restored on the following basis: (1) A person who before the Severance Date had established a nonforfeitable right to any vested benefit will for all purposes have pre-Severance Period and post-Severance Period Continuous Credited Service aggregated to create an Adjusted Employment Date. (2) A person who before the Severance Date had not established a nonforfeitable right to any vested benefit will have Continuous Credited Service restored on the following basis to create an Adjusted Employment Date: (i) If the Severance Period is less than the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall be aggregated with any Continuous Credited Service after the Severance Period to create an Adjusted Employment Date for all purposes. Such aggregation of Continuous Credit Service shall not include any period of time during the Severance Period. (ii) If the Severance Period equals or exceeds the greater of five (5) years or the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall not be aggregated and the Employee shall become a Participant as specified in Section 3 of this Article. SECTION 3. PARTICIPATION An Employee described in Section 1 will become a Participant in the Plan upon satisfaction of all the following requirements: 11 (a) completion of thirty days of Continuous Credited Service, (b) receipt by the Committee of a completed application, (c) agreement to an appropriate payroll deduction from his/her Compensation, (d) agreement to accept a reduction of his/her Compensation equal to the whole percentage of his/her Compensation per payroll period he/she elects to have contributed by the Company as a Pre-tax Savings Plan Contribution. A Participant shall cease to be eligible to make contributions to the Plan and to share in Company Contributions or ESOP Contributions under the Plan when he/she is no longer an Employee due to: resignation, termination, retirement, death, Total and Permanent Disability, or otherwise ceasing to be an Employee or the Participant's voluntary election to suspend participation pursuant to Article VII hereof. Participation in the Plan will cease when the Employee or former Employee no longer has an Account under the Plan. A Participant who voluntarily ceases Active Participation from this Plan while still an Employee accumulating Continuous Credited Service shall be ineligible to resume Active Participation for a period of twelve (12) months from the date Active Participation last ceased. Notwithstanding the above paragraph, a Participant who retires under the Company's Texarkana Pension and Insurance Agreement may elect to continue to be a Participant in the Plan and maintain an Account until the earlier of the date he/she withdraws the balance in his/her Account or April 1 of the calendar year following the calendar year in which he/she attains age 70 1/2. After the effective date of such retirement, such a Participant shall not be entitled to make contributions to the Plan or share in the allocation of Company Contributions or ESOP Contributions. Participation in the Plan by Eligible Employees shall be voluntary. 12 ARTICLE III PARTICIPANTS' CONTRIBUTIONS SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION To be an Active Participant, an eligible individual must have made on his/her behalf or agree to make a Pre-tax Savings Plan Contribution in the following manner: (a) A Participant may agree to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution, an amount, at his/her election, not to exceed the lesser of: (i) 15% of his/her Compensation or (ii) $7,979 (or such greater amount as determined by the Secretary of Treasury). In calculating the limit under Code Section 402(g) for purposes of Code Section 401(k), the amounts to be deferred by an eligible Employee under each plan for which he/she is eligible to make wage deferrals will be aggregated by treating all cash or deferred arrangements under which the Employee is eligible as a single arrangement. If the limit set forth by Code Section 402(g) is exceeded, then the deferrals in excess of the limits must be distributed by April 15 of the following year. Such reduction in Compensation must be made at the time the Participant would normally receive his Compensation from the Company. (b) A Participant, by agreeing to have contributed on his/her behalf a Pre-tax Savings Plan Contribution, shall enter into a written wage reduction agreement with the Company. The terms of such reduction agreement shall provide that the Participant accepts a reduction in his/her Compensation from the Company equal to any whole percentage of his/her Compensation per pay period which he/she elects to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution. (c) Pre-tax Savings Plan Contributions shall be fully vested and nonforfeitable at all times. (d) The Company may amend or revoke its wage reduction agreement with any Participant at any time, if the Company determines that such revocation or amendment is necessary to insure that contributions by or on behalf of a Participant for any Plan Year will not exceed the limitations of Section 415 or to insure that the discrimination tests of section 401(k) of the Code are met for such Plan Year. (e) If a Participant's Compensation for any Plan Year is such that he or she is a Highly Compensated Employee for the Plan Year, the actual deferral percentage test of Section 401(k)(3) of the Code will be met. The Plan incorporates by reference the provisions of Sections 401(k)(3) of the Code and regulation Section 1.401(k) - 1(b) thereunder. SECTION 2. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS All contributions made by or on behalf of a Participant are subject to the limitations imposed by section 401(k), and section 415 of the Code as further set forth in Article XII hereof. The maximum amount of such contributions is limited under Section 401(k)(3) determined by reducing contributions made on behalf of Highly Compensated employees in order of their contribution percentages beginning with the highest of such percentages. 13 SECTION 3. CHANGING CONTRIBUTION PERCENTAGE The contribution percentage(s) designated by a Participant shall continue in effect, notwithstanding any change in his/her Compensation, until he/she shall change such contribution percentage(s). A Participant may elect, at any time, but not less than thirty (30) days from the last change in contribution percentage(s) to increase or decrease the contribution percentage(s) within the applicable limits to be effective as soon as practicable after receipt of notice of change. SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES Each Participant's Pre-tax Savings Plan Contributions shall be in whole multiples of 1% of Compensation, subject to adjustment pursuant to Section 5 hereof. SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS (a) Each Pre-tax Savings Plan Contribution made by the Company on behalf of a Participant shall be transferred to the Plan pursuant to the terms of a written wage reduction agreement between such Participant and the Company. A Participant's wage reduction agreement shall be modified automatically to correspond to the change in the amount of the Pre-tax Savings Plan Contributions made on his/her behalf as set forth in Section 3 hereof. (b) The tentative wage reduction amount set forth in any wage reduction agreement shall be in any amount as the Participant shall elect, but shall be not less than 1% and not more than 15% of Compensation of such Participant. Tentative wage reductions shall become final, and then shall constitute Pre-tax Savings Plan Contributions, only after the Company or the Committee has made such adjustments thereto as they (or either of them) deem necessary to maintain the qualified status of this Plan or to maintain the status of any portion of this Plan as a qualified cash or deferred arrangement under section 401(k) of the Code. (c) All amounts withheld pursuant to a wage reduction agreement and thereafter contributed to the Plan as Pre-tax Savings Plan Contributions shall be so delivered only if the Company in good faith believes that such amounts do not exceed the amounts permissible pursuant to the limitations hereinabove set forth. If any amount shall be withheld from the Compensation of a Participant pursuant to a wage reduction agreement which exceeds the maximum amount permissible pursuant to Section 5(b) hereof, and if such amount is contributed to the Plan as a Pre-tax Savings Plan Contribution by way of a mistake of fact, it shall be refunded to the Company and shall thereafter be paid as promptly as practicable (subject, however, to the withholding of taxes and other amounts as though such amount were current compensation) by the Company to the Employee from whose Compensation such amount was obtained pursuant to a wage reduction agreement. SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS Company Wage Reduction Contributions shall be transferred by the Company to the Trustee as soon as practicable, but not less than monthly. All payments so made by the Company shall be reported to the Committee. 14 All such contributions shall be appropriately credited to the Account of each Participant by the Trustee. SECTION 7. VETERANS Notwithstanding any provision of this Plan to the contrary, contributions, benefits and Continuous Credited Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. "Qualified military service" means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such services. SECTION 8. TRANSFER CONTRIBUTIONS The Trustee is authorized to accept on behalf of a Participant, and hold as part of a Participant's Account, assets from a trustee of another plan qualified under Section 401(a) of the Code, provided that such other plan permits such a transfer and provided that the Committee approves such transfer from such other plan. All amounts so transferred to a Participant's Account shall be referred to herein as "Transfer Contributions." SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature to the ESOP Feature. 15 ARTICLE IV COMPANY CONTRIBUTIONS SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS The Company shall contribute to the Trustee out of Current Earnings for that fiscal year or, at its discretion as set forth below out of its accumulated earnings, in cash or in its treasury or authorized but unissued Common Stock the value of which shall be computed at the applicable fair market value on the date of contribution by the Company, an amount equal to the lesser of: (a) the aggregate of fifty percent (50%) of all Pre-Tax Savings Plan Contributions which represent up to four percent (4%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1), or (b) an amount equal to fifteen percent (15%) of the Company's Current Earnings for such year in excess of ten percent (10%) of the stockholder's equity of the Company at the beginning of such year. The Company's Board of Directors may, at its discretion, waive the limitations in paragraph (b) above and contribute to the Trustee out of Current Earnings for that fiscal year or its accumulated earnings an amount not to exceed the limitations in paragraph (a) above. The Company will not match, nor allocate its contributions to, any portion of Pre-Tax Savings Plan Contributions which represent an amount in excess of four percent (4%) of a Participant's Compensation during each Plan Year. Company Contributions will be subject to the nondiscrimination test pursuant to Section 401(m)(2) of the Code. For any Plan Year the contribution percentage for eligible Highly Compensated Employees shall not exceed the greater of: (a) 125 percent of such percentage for all other Eligible Employees, or (b) the lesser of 200 percent of such percentage for all other Eligible Employees, or such percentage for all other Eligible Employees plus 2 percentage points. For nondiscrimination testing purposes, the multiple use rules pursuant to Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is required, Pre-Tax Savings Plan Contributions will be distributed as provided by Regulation Section 1.401(m)-2)(c). At any time corrections are required to either the nondiscrimination test or multiple use rules by distributing Pre-tax Savings Plan Contributions any related Company Contributions will also be distributed or forfeited to avoid discrimination. SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS The Company shall contribute with respect to each Plan Year the aggregate of the Company Wage Reduction Contributions for such Plan Year, as determined pursuant to wage reduction agreements in 16 force between the Company and Participants in the Plan. Company Wage Reduction Contributions shall be fully Vested and nonforfeitable at all times. SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS The Company Contributions for each fiscal year shall be allocated by the Trustee to each Participant's Account in proportion to fifty percent (50%) of each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up to an aggregate contribution thereof of four percent (4%) of a Participant's Compensation for such year. If a Participant or Designated Beneficiary becomes entitled to distribution of his/her Account under the Plan as a result of the Participant either retiring from the Company under one of its retirement programs (except a Deferred Vested Pension), suffering a Total and Permanent Disability or dying and Pre-Tax Savings Plan Contributions have been made on his/her behalf to which Company Contributions, if any, are allocated in the year in which such event (retirement, Total and Permanent Disability, or death) occurred, such Participant shall be entitled to share in the Company Contribution which it may make with respect to such year, as herein provided, as if such event had not occurred. There shall be directly and promptly allocated to the Pre-Tax Savings Plan Contributions subaccount of each Participant the Company Wage Reduction Contributions, as set forth in Section 2 hereof. Company Contributions will be allocated to the Participant only if the Participant is employed on the last day of the Plan Year, except in the case of retirement, Total and Permanent Disability or death. SECTION 4. REPORTING THE CONTRIBUTIONS The Company Contributions and Company Wage Reduction Contributions shall be reported to the Committee by the Company. SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS To the extent that the deductibility thereof is subsequently denied, each Company Contribution and each Company Wage Reduction Contribution made by the Company pursuant to the provisions of this Article IV hereof is hereby made expressly contingent upon the deductibility thereof for federal income tax purposes for the year with respect to which such contribution is made. Each such contribution is further contingent upon the maintenance of qualified status by the Plan for the year with respect to which such contribution is made, to the extent that the loss of qualified status would deprive the Company of the deduction taken for such contribution. SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS All contributions made by the Company are made for the exclusive benefit of the Participants and their beneficiaries, and such contributions shall not be used for nor diverted to purposes other than for the exclusive benefit of the Participants and their beneficiaries, including the costs of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, refunds of Company Contributions shall be made to the Company under the following circumstances and subject to the following limitations, to the extent that such refunds do not, in themselves, deprive the Plan of its qualified status: 17 (a) To the extent that a Federal income tax deduction is disallowed for any Company Contribution, the Trustee shall refund to the Company the amount so disallowed within one (1) year of the date of such disallowance. (b) In the case of a contribution, or for any Company Wage Reduction Contribution, which is made in whole or in part by reason of a mistake of fact, so much of the Company Contribution as is attributable to the mistake of fact shall be returnable to the Company upon demand, upon presentation of evidence of the mistake of fact to the Trustee and of calculations as to the impact of such mistake of fact. Demand and repayment must be effected within one (1) year after the last installment payment of the contribution to which the mistake applies. In the event that any refund of amounts contributed under Section 1 hereof is paid to the Company, such refund shall be made without interest and shall be deducted from among the Company Contributions subaccounts of Participants only to the extent that the amount of the refund can be identified to specific Participants (as in the case of certain mistakes of fact). Refunds of amounts contributed pursuant to Section 2 hereof (relating to contributions attributable to wage reduction) are treated at Section 6 of Article III. Notwithstanding any other provision of this Section 6, no refund shall be made to the Company which is specifically chargeable to the Account of any Participant in excess of one hundred percent (100%) of the amount in such Account, nor shall a refund be made by the Trustee of any funds, otherwise subject to refund hereunder, which have been distributed to Participants and/or beneficiaries. In the case that such distributions become refundable, the Company shall have a claim directly against the distributees to the extent of the refund to which it is entitled. All refunds pursuant to this Section 6 shall be limited in amount, circumstance and timing to the provisions of Section 403(c) of the Employee Retirement Income Security Act of 1974, as amended, and no such refund shall be made if, solely on account of such refund, the Plan would cease to be a qualified Plan pursuant to Section 401(a) of the Code. SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS Each Company Contribution shall be sent to the Trustee as promptly as practicable following the determination of the amount thereof, and, in any event, on or before the date established by law (including any extension thereof) for the filing of the Company's federal income tax return for the taxable year with respect to which such Company Contribution is made. Contributions made pursuant to Section 2 hereof shall be made no later than the date specified in the preceding sentence, and shall be made at such earlier dates as may be practicable provided, however, that no wage reduction amount shall be held by the Company without contributing same to the Plan for a period longer than the longest period that is permissible under regulations published under Section 401(k) of the Code, and, in any event, amounts contributed under Section 2 hereof with respect to any Plan Year shall be deemed credited to the Pre-Tax Savings Plan Contributions subaccount of the Participant not later than the last day of such Year. SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article IV, the Company Contributions and Company Wage Reduction Contributions shall be transmitted to and held under the 18 Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature and ESOP Feature. 19 ARTICLE V INVESTMENT OF CONTRIBUTIONS SECTION 1. INVESTMENT OF FUNDS Except for Unvested Company Contributions and, subject to Section 4 of Article XVIII, ESOP Contributions, the amounts in a Participant's Account may be invested on behalf of such Participant in one or more of the following Investment Options, at the Participant's discretion: (a) Option A: Cash with Interest. - Cash will be invested in a fixed income account with a bank, insurance company, or an investment adviser registered under the Investment Advisers Act of 1940. (b) Option B: Mutual Fund(s). - Cash will be invested in one or more mutual funds approved by the Committee and made available to Participants. (c) Option C: A fund comprising a pooled account of Common Stock of the Company. The amounts credited to a Participant's Account from, subject to Section 4 of Article XVIII, the ESOP Contributions and Unvested Company Contributions shall be invested in the Common Stock fund. SECTION 2. INSTRUCTIONS TO THE TRUSTEE A Participant will instruct the Trustee in writing as to the manner in which his/her contributions in his/her Account other than Company Contributions and ESOP Contributions, shall be invested in any one or more of the Investment Options in such proportions as he/she sees fit, except that the amounts so specified shall be in multiples of one percent (1%). A Participant may likewise instruct the Trustee with respect to the retention or investment of the Vested portion of the Company Contributions subaccount and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount allocated to his/her Account, subject to the same limitations as apply to the investment of the contributions in his/her Account other than Company Contributions. Investment instructions with respect to the contributions in his/her Account other than Company Contributions and ESOP Contributions, and with respect to the Vested portion of the Company Contributions and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount may be different, both as to the kind of investment and as to the relative amounts to be invested in such investments. Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the Unvested portion of the Company Contributions subaccount shall remain invested in the Common Stock fund. SECTION 3. TRANSFER TO THE ESOP FEATURE Effective January 1, 2002, any amount of the Participant's Non-ESOP Account invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the contributions comprising such amounts invested in the Common Stock fund were made to the Plan. Notwithstanding the foregoing, any amount in a Participant's Account that is attributable to contributions made to the Plan prior to January 1, 2002 and that is invested in the Common Stock fund on December 31, 2001 shall be transferred to the Participant's ESOP Account effective as of January 1, 2002. 20 SECTION 4. TRUSTEE OPTIONS The Trustee is authorized to purchase treasury or authorized but unissued Common Stock of and from the Company, if offered by it, at the applicable fair market value. SECTION 5. CHANGING OF INVESTMENTS As to the investment of future contributions with respect to which the Participant has investment discretion, the Participant shall have the right, at any time, but not more often than once daily, to instruct the Trustee to change the amounts to be invested in any Investment Option(s) for all his/her contributions. A Participant shall instruct the Trustee pursuant to this Section 5 with regard to the investment of any portion of the Participant's Account attributable to Transfer Contributions. Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of this Article V, any amount that the Participant chooses to invest in the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account on and after January 1, 2002, subject to transfer to the Participant's ESOP Account. Effective January 1, 2002, any such amount invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the investments were changed into the Common Stock fund. On and after January 1, 2002, any amount that the Participant chooses to invest in any Investment Option(s) other than the Common Stock fund, pursuant to this Section 5, shall beheld in the Participant's Non-ESOP Account. All such directions to sell or to redeem securities held in the Participant's Account or to reinvest the proceeds and all changed investment directions shall become effective during the Transaction Period, as such term is defined in Section 1 of Article XV. All such directions received and completed prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the close of the business day of receipt of such directions. All such directions received and completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the following day when both the Trustee and the New York Stock Exchange are open for business. SECTION 6. EARNINGS FROM INVESTMENTS Except as provided in Section 6 of Article XVIII, earnings from the Investment Options shall be reinvested in the Investment Option producing such earnings. SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS Any funds in the hands of the Trustee as to which the Participant has instructed the Trustee to invest in any given Investment Option but which temporarily remains uninvested may be held by the Trustee in cash. Shares of Common Stock shall be in full shares only, with no fractional shares being purchased or held. Amounts creditable to the Accounts of Participants which cannot be invested in the Investment Option selected because such amounts are insufficient to purchase a full share of Common Stock shall be temporarily held pursuant to this Section 6 as uninvested funds for the benefit of the Account to which such amount is allocable. 21 SECTION 8. SELECTION OF INVESTMENT OPTION The selection of an Investment Option by a Participant will be entirely the responsibility of such Participant. Neither Trustee, the Committee, the Company, nor any of its personnel shall be empowered to advise a Participant as to the manner in which the amounts credited to any Account shall be invested. The fact that a security is available to Participants for investment under this Plan shall not be construed as a recommendation for the purchase of that security, nor shall the designation of any Investment Option impose any liability on the Trustee, the Committee, the Union, the Company, or any of its personnel. 22 ARTICLE VI VESTING OF CONTRIBUTIONS SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS A Participant shall have a nonforfeitable interest in his/her Account balance to the extent that it is attributable to contributions made by him/her or on his/her behalf including (but not limited to) Company Wage Reduction Contributions (but not including Company Contributions), at all times (subject to the terms and conditions of Articles IX and XI), and in all assets in his/her Account attributable thereto. SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes five (5) years of Continuous Credited Service (Article II, Section 2). For Participants with five (5) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account. Notwithstanding the foregoing, a Participant shall at all times be Vested in any earnings and dividends paid on the investments of Unvested Company Contributions and ESOP Contributions held in the Participant's Account. Full one hundred percent (100%) vesting shall also occur upon attainment of the Participant's Normal Retirement Date. Should a Participant terminate participation in the Plan by reason of any of the following, all Company Contributions and ESOP Contributions will become one hundred percent (100%) Vested to the Participant: (a) Total and Permanent Disability (b) Death (c) Termination of the Plan, (or partial termination of the Plan if the Participant is affected thereby), or (d) Complete and final discontinuance of Company Contributions. If a Participant terminates employment at a time when his/her Company Contributions and ESOP Contributions are Unvested, such Unvested contributions shall be forfeited upon the earlier of (i) the distribution to the Participant of the Vested portion of his/her Account or (ii) the close of five consecutive Severance Periods after such termination of employment. SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest provided restoration is made prior to the attainment of five (5) years Continuous Credited Service by the Participant. 23 ARTICLE VII SUSPENSION OF PARTICIPATION SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER In the event that a Participant is transferred to a job with the Company which renders such Participant ineligible to participate actively in this Plan, then, in such event, such Participant's Active Participation shall be deemed to be suspended. However, during the period of suspension the Participant's Account shall continue to be vested as if no suspension had occurred. Such suspension shall remain in effect until: (a) the Participant is transferred to a job whereby he/she would be re-eligible to be an active Participant in the Plan, or (b) a termination occurs pursuant to Article XI of the Plan. 24 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED SECTION 1. APPLICATION OF FORFEITURES All Company Contributions and ESOP Contributions forfeited in accordance with Article VI, Section 2 shall be used to reduce the Company's subsequent contributions to the Plan. However, such forfeited Company Contributions and ESOP Contributions will be restored to the Participant's Account should the Participant exercise restoration rights as defined in Section 7 of Article XI. In the event that the Plan is terminated, any forfeitures not previously applied to reduce Company Contributions shall be credited (on the basis of each individual Participant's current year Compensation as a ratio to the total current year Compensation of all Participants) to the Accounts of all Participants entitled to share in the allocation of Company Contributions at the time of such termination. SECTION 2. TREATMENT OF FORFEITED SECURITIES Forfeited securities shall be converted to cash and be invested by the Trustee; such cash shall be applied to the reduction of the next contribution by the Company. Upon forfeiture of a portion of the Company Contributions or ESOP Contributions, the Trustee shall sell such amount of the securities allocated to the Participant's Account as may be necessary to effect the forfeiture. 25 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS SECTION 1. WITHDRAWAL EVENTS No amount may be withdrawn by a Participant from Company Wage Reduction Contributions, Company Contributions, or ESOP Contributions earlier than the occurrence of hardship (see Section 2 below) or one of the following events: (a) the Participant's retirement, death, Total and Permanent Disability, or termination of Employee status; (b) termination of the Plan without establishment of a successor plan; (c) the Participant's attainment of age 59 1/2; (d) the sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation; (e) the sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. (f) An Eligible Rollover Distribution by a Distributee to an Eligible Retirement Plan in accordance with the provisions of Article XI, Section 6. SECTION 2. HARDSHIP WITHDRAWALS If a Participant requests a hardship withdrawal prior to the occurrence of an event in Section 1 above, such request will require the consent of the Committee and such consent shall be given only if, under uniform rules, the Committee determines that (a) the purpose of the withdrawal is to meet immediate and heavy financial needs of the Participant, (b) the amount does not exceed such financial need, and (c) the amount of the withdrawal is not immediately available from the resources of the Participant. A withdrawal made on account of hardship must be made first, from Company Contributions and earnings (if Vested) and then only from Company Wage Reduction Contributions of the Participant, and not from earnings credited thereto. Employees who make a hardship withdrawal may not make elective contributions for the tax year following the tax year of distribution, greater than the Code Section 402(g) limit minus the elective contributions for the year of distribution. 26 SECTION 3. FREQUENCY OF WITHDRAWALS. Except for distribution at retirement, disability, or death, [Article XI, Section 2(b)], withdrawals may not be made more frequently than once in any twelve (12) month period. 27 ARTICLE X DESIGNATION OF BENEFICIARY Each Participant must file with the Committee a written designation of a Designated Beneficiary or Beneficiaries in the form prescribed by the Committee with respect to all or part of the securities and cash held for the account of such Participant. Such Designated Beneficiary shall be a Participant's spouse or, if he/she has no spouse or his/her spouse consents (in the manner hereinafter described in this Article) to the designation hereinafter provided for in this Article, such person or persons other than, or in addition to, his/her spouse as may be designated by a Participant as his/her death beneficiary under the Plan. Such a designation may be made, revoked or changed only by an instrument (in form acceptable to the Committee) which is signed by the Participant, which includes his/her spouse's written consent to the action to be taken pursuant to such instrument (unless such action results in the spouse being named as the Participant's sole Beneficiary), and which is filed with the Committee before the Participant's death. A spouse's consent required by this Article shall be signed by the spouse, shall acknowledge the effect of such consent, shall be witnessed by a member of the Committee or by a notary public and shall be effective only with respect to such spouse. At any time when all the persons designated by the Participant as his/her Designated Beneficiary have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or, if he/she does not then have a spouse, the Participant's estate. If a Participant has no spouse and he/she has not made an effective Beneficiary designation pursuant to this Article, his/her Designated Beneficiary shall be his/her estate. 28 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS Subject to the provisions of Section 3 of this Article, distributions may be made to a Participant or the Designated Beneficiary, as the case may be, upon the occurrence of the following stated events: (a) Termination of a Participant's participation in the Plan, or cessation of the Participant's right to share in the allocation of the Company Contributions or ESOP Contributions made to the Plan (other than a temporary cessation on account of a temporary suspension of Participant contributions), or (b) Termination of the Plan without establishment of a successor plan, or (c) The sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation, or (d) The sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. Effective as of January 1, 1998, if the present value of any nonforfeitable accrued benefit, at the time of distribution or at the time of any subsequent distribution, exceeds $5,000 such benefit may not be immediately distributed without the consent of the Participant. SECTION 2. TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN A Participant's Active Participation in the Plan will be terminated if he/she: (a) Voluntarily elects to cease contributions to the Plan, (b) Terminates employment from the Company voluntarily or involuntarily, (c) Retires from the Company under one of its retirement programs, (d) Suffers a Total and Permanent Disability, (e) Dies. (f) Becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan. 29 SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS If a Participant terminates employment with the Company, either voluntarily or involuntarily, before the Company Contributions or ESOP Contributions are Vested, the Participant will receive the then current market value of the larger of: (a) the Participant's Pre-Tax Savings Plan Contributions, plus all earnings (not to exceed the current market value of the entire Account), or (b) the current market value of the entire Account less the Unvested Company Contributions and Unvested ESOP Contributions. If a Participant, who remains an employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan before any of the Company Contributions or ESOP Contributions are Vested, he/she will receive the amount described above in this Section 3, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Subject to Article XI, Section 1, if a Participant terminates employment with the Company after Company Contributions and ESOP Contributions are Vested, the Participant will receive the then current market value of the entire Account when he/she elects to make a voluntary withdrawal. If a Participant, who remains an Employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions and ESOP Contributions are Vested, or remains in a job whereby he/she is ineligible to be an active Participant in the Plan, he/she will receive the amount described above in this Section 4, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains employed by the Company and who has attained age 59 1/2, voluntarily elects to withdraw from the Plan after he/she becomes Vested in Company Contributions and ESOP Contributions credited to his/her Account, he/she will receive the entire amount described in this Section 4 as if he/she had terminated employment with the Company. SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY If a Participant dies, retires or suffers a Total and Permanent Disability, the Participant or Designated Beneficiary will receive the then current market value of his/her Account. Distribution will not occur upon retirement or Total and Permanent Disability in the event a Participant elects to defer the commencement of distribution in accordance with Section 6 of this Article. SECTION 6. DISTRIBUTION OF ACCOUNTS (a) Form of Distribution of Accounts to a Participant During His/Her Lifetime: 30 If a Participant terminates participation in the Plan, due to a separation from service or, if earlier, age 59 1/2, distribution shall be made, subject to other limitations of this Plan, by one of the following methods as he/she shall elect: (1) Payment in cash, or (2) If the Participant has selected one or more of the Investment Options: (i) payment in cash, (ii) payment in securities held for the Participant's Account, or (iii) a combination of (i) and (ii) above at the option of the Participant. (b) Distribution of Cash and/or Securities Distribution of cash and/or securities to a Participant who either (i) retires from the Company under one of its retirement programs, (ii) suffers a Total and Permanent Disability, or (iii) dies, or (iv) becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan, shall be made, at the Participant's or Designated Beneficiary's option, in one of the following forms: (1) A single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan, (2) Two (2) installment distributions, with the first installment to be at least fifty percent (50%) of the Participant's Account balance (as determined in Section 3, 4 or 5 of this Article) and to begin within ninety (90) days from the date the Participant terminated participation in this Plan, and the second and final installment to include the remainder of the Account balance and to be received within twenty-four (24) months after the date the Participant terminated participation in this Plan. (3) For events described in Section 1(c) or 1(d) of this Article, distribution will be made in a lump sum as provided by Section 401(k)(10) of the Code. Distribution of cash and/or securities to a Participant who voluntarily elects to withdraw from the Plan or terminates employment from the Company, voluntarily or involuntarily, shall be made in a single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan. Notwithstanding the foregoing, a Participant who retires from the Company under one of its retirement programs (except a deferred vested pension) may elect to defer the commencement of distribution and remain a Participant in this Plan until no later than April 1 of the calendar year following the calendar year in which he/she attains age 70 1/2. 31 Should the Participant fail to select a form of distribution as previously described, the final distribution will be made in a single distribution as described in Section 6(b) (1) of this Article, in the form of the Investment Option(s) then in the Account. If a Participant should die before (all) distribution(s) has (have) been made, such distribution(s) shall be made to the Designated Beneficiary. (c) Distribution in Case of the Death of a Participant While an Employee In the event of the death of a Participant while an Employee, distribution shall be made in accordance with Article X. Each Designated Beneficiary shall make an appropriate election as provided in Section 6(b) of this Article. If the Designated Beneficiary should die before the final distribution has been made then such final distribution shall be made to the legally appointed representative(s) of the Designated Beneficiary. (d) Direct Rollover of Eligible Rollover Distributions This subsection 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 subsection, a Distributee, as defined under paragraph (1)(iii) of this subsection, may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an Eligible Rollover Distribution, as defined under paragraph (1)(i) of this subsection, paid directly to an Eligible Retirement Plan, as defined under paragraph (1)(ii) of this subsection, specified by the Distributee in a Direct Rollover, as defined under paragraph (1)(iv) of this subsection. (1) Definitions (i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, the portion of any distribution that is not includible in gross income, such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and, effective January 1, 1999, any "hardship" distribution (as defined in Code Section 401(k)). (ii) 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 32 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. (iii) Distributee: A Distributee includes a Participant or the Participant's surviving spouse or Participant's former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code. (iv) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. (e) Miscellaneous Provisions Relating to Distributions Any distribution to which a Participant or the Designated Beneficiary may be entitled shall have deducted therefrom all incident expenses and/or taxes. The Committee shall be notified upon forms prescribed by it as to all actions which are to be taken under this Section by a Participant or Designated Beneficiary. The Trustee shall be notified in writing by the Committee concerning any action required by the Trustee to be taken under this Section. Unless the Participant elects otherwise, in no event shall any retirement, death, or disability benefit commence later than the sixtieth (60th) day after the latest of the close of the Plan Year in which (1) occurs the date on which the Participant attains the earlier of age 65 or the normal retirement age specified hereunder (if other than 65) (whether or not by reason of reference to the Company's retirement programs), (2) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan, or (3) the Participant terminates service with the Company. (f) Provision Pursuant to Code Section 401(a)(9) All distributions required under this Article XI shall be determined and made in accordance with the proposed regulations under Code Section 401(a)(9) including the minimum distribution incidental benefit requirement of section 1.401(a)(9)-2 of the proposed regulations, as may be amended or promulgated from time to time. (1) Notwithstanding any other provision of the Plan, for individuals who are five percent (5%) owners (as defined in Section 416 of the Code) or who attain age seventy and one-half (70 1/2) in Plan Years prior to 2003, the entire interest of each such Participant under the Plan shall be distributed, commencing not later than April 1 of the calendar year following the calendar year in which he/she attains age seventy and one-half (70 1/2). For individuals who are not five percent (5%) owners (as defined in Section 416 of the Code) and who attain age seventy and one-half (70 1/2) in Plan Years after 2002, the entire interest of each such 33 Participant in the Plan shall be distributed to him/her by April 1 of the calendar year following the later of either: (i) the calendar year in which the Employee attains age seventy and one-half (70 1/2), or (ii) the calendar year in which the Employee retires. Such distribution shall be (1) in accordance with regulations prescribed by the Secretary of the Treasury, over the life of such Participant and his/her Designated Beneficiary, or (2) in accordance with such regulations, over a period not extending beyond the life expectancy of such Participant or the life expectancy of such Participant and his/her Designated Beneficiary. (2) If distribution of a Participant's interest under the Plan has begun in accordance with paragraph (1) of this subsection and such Participant dies before his/her entire interest has been distributed to him/her, the remaining portion of such interest shall be distributed to his/her Designated Beneficiary at least as rapidly as under the method of distribution being used under such paragraph (1) as of the date of his/her death. (3) If a Participant dies before the distribution of his/her interest under the Plan has begun in accordance with paragraph (1) of this subsection, the entire interest of the Participant shall be distributed to his/her Designated Beneficiary within five (5) years after such Participant's death; provided, however, that such five-year rule shall not be applicable to any portion of the Participant's interest under the Plan which is payable to any individual designated by the Participant as his/her Designated Beneficiary if: (i) such portion will be distributed (in accordance with regulations prescribed by the Secretary of the Treasury) over the life of such Designated Beneficiary, and (ii) such distributions to such Designated Beneficiary begin not later than one year after the date of the Participant's death or such later date as the Secretary of the Treasury may by regulations prescribe or, if such Designated Beneficiary is the Participant's surviving spouse, not later than the date on which the Participant would have attained age 70 1/2. (4) If the Participant's surviving spouse is his/her Designated Beneficiary and such spouse dies before the distributions to such spouse begin, paragraph (3) shall be applied as if the surviving spouse were the Participant. (5) Under regulations prescribed by the Secretary of the Treasury, for purposes of this subsection, any amount paid to a child shall be treated as if it had been paid to the surviving spouse if such amount will become payable to the surviving spouse upon such child reaching majority (or other designated event permitted under such regulations). 34 SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Each Participant who has forfeited any Company Contributions or ESOP Contributions has the right to gain restoration of the forfeited Company Contributions and ESOP Contributions. A Participant who (i) terminates participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of the third paragraph of Section 2 of Article VI and (iv) subsequently becomes rehired by the Controlled Group, will have the right within the earlier of (1) five (5) years after re-employment or (2) the close of five (5) consecutive Severance Periods commencing after the date of distribution, to restore to the Account the dollar value of the previously forfeited Company Contributions and ESOP Contributions by contributing back to the Account the total lump sum amount (dollar value as of the date of distribution) of the distribution which caused the forfeiture. SECTION 8. DETERMINATION OF VALUE Determinations of value hereunder shall be made pursuant to an annual valuation by the Trustee at the fair market value as of the close of business on the annual valuation date to be established by the Trustee. If no such date is established, the annual valuation date shall be the last day of the Plan Year. Interim valuations, or partial valuations of one or more of the investment funds, may occur upon the direction of the Committee. The then current value of a Participant's Account, or any part thereof, as of any date, shall be determined by reference to the valuation (whether or not the annual valuation) coincident with or last preceding the date as of which such Account is to be valued. 35 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c) (a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $30,000 (as adjusted, effective January 1, 1995, pursuant to Section 415(d) of the Code) or (ii) twenty-five percent (25%) of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limitation in (a)(ii) above shall not apply to amounts treated as Annual Additions under Sections 415(l)(1) or 419A(f)(2) of the Code. The term "annual addition" means the amount allocated to a Participant's Account during the limitation year (as hereinafter defined) that constitutes: 1. Forfeitures; 2. all Employee contributions; 3. amounts allocated to an individual medical account, as defined in section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Company are treated as annual additions to a defined contribution plan. Also amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Company are treated as annual additions to a defined contribution plan; and 4. all Company Contributions. Any amount which may be excluded from the computation of annual additions under Treas. Reg. 1.415-6 shall be excluded from such computation. In addition, all defined contribution plans of the Company, terminated or not, shall, for purposes of these limitations, be considered as one Plan. (b) LIMITATION YEAR: For purposes of determining "annual additions", the Limitation Year shall be the Plan Year. (c) In the case of a group of Companies which constitutes a controlled group of corporations (as defined in Section 1563(a) of the Code), all such Companies shall be considered a single Company or employer for purposes of applying the limitation of Section 415 of the Code. (d) COMPENSATION. For purposes of this Section 1, Compensation shall mean compensation within the meaning of Section 415(c)(3) of the Code and the regulations thereunder. For limitation years beginning on and after January 1, 2001, for purposes of applying the 36 limitations described in this section, compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of Section 132(f)(4) of the Code. (e) ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant's Compensation, or under other facts and circumstances provided for under Treasury Regulation 1.415- 6(b)(6), the annual addition to a Participant would exceed the maximum provided in this Section 1, the administrator shall return any voluntary Participant contributions credited for the Limitation Year to the extent the return would reduce the excess amounts in the Participant's Accounts; to the extent excess amounts continue to exist, the excess amounts shall be allocated and reallocated to other Participants in the Plan. However, if such allocation or reallocation of the excess amounts causes the limitations of Section 415 to be exceeded with respect to each Plan Participant for the Limitation Year, then such amounts shall be held unallocated in a suspense account (the "Section 415 Suspense Account"). If a Section 415 Suspense Account is in existence at any time during a particular Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the Section 415 Suspense Account shall be allocated and reallocated (subject to the limitations of Section 415) before any contributions by the Company which would constitute annual additions may be made to the Plan for that Limitation Year. The Section 415 Suspense Account shall not share in any earnings or losses of the Trust Fund. SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE This Section 2 shall not apply after December 31, 1999. (a) Except as otherwise provided in Section 415(e) of the Code, in any case in which an individual is a participant in both a defined benefit plan and a defined contribution plan maintained by the Affiliated Group, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Plan Year commencing on or after the Effective Date shall not exceed 1. For purposes of the preceding sentence, (1) the defined benefit plan fraction for any Plan Year is a fraction (i) the numerator of which is the projected annual benefit of the participant under the plan (determined as of the close of the Plan Year), and (ii) the denominator of which is the lesser of (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for such Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section 415(b)(l)(B) of the Code with respect to such participant under the plan for such Year; and (2) the defined contribution plan fraction for any Plan Year is a fraction (i) the numerator of which is the sum of the annual additions to the participant's account as of the close of the Plan Year and for all prior Plan Years, and (ii) the denominator of which is the sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year of service with the Affiliated Group; 37 (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for such Plan Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section-415(c)(1)(B) of the Code with respect to such participant under such plan for such Plan Year. (b) Such reductions as are necessary to comply with the limitations of this Section with respect to a Participant in this Plan shall be made in his/her accrued benefit in accordance with applicable law; provided, however, that reductions shall first be made in accrued benefits in accordance with the provisions of any defined contribution plan of a controlled group member in which the Participant also participates prior to reduction in annual additions pursuant to a defined benefit plan, and to that end the Company shall reduce such accrued benefits to the extent necessary so that the defined contribution fraction set forth in Subsection (a) (1) of this Section is reduced so that such limitations are not exceeded, and reduction of annual additions shall then be made in accordance with the provisions of this Plan as are necessary to comply with the limitations of this Section. SECTION 3. ANTI-DISCRIMINATION TEST Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of a Participant shall be limited, to the extent necessary to satisfy the anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan Year the Average Actual Deferral Percentage for the Highly Compensated Employees with respect to any Plan Year shall not exceed the greater of (a) or (b): (a) The average Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25, or (b) The Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees multiplied by 2; provided, however, that the Average Actual Deferral Percentage for the Highly Compensated Employees may not exceed the Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees by more than two (2) percentage points (or such lesser amount as determined by the Secretary of Treasury). If, at any time during a Plan Year, the Actual Deferral Percentage for the Highly Compensated Employees exceeds or is reasonably expected by the Committee to exceed the greater of (a) or (b) above, then the Committee, in its sole and absolute discretion, shall distribute the Excess Contributions (as hereinafter defined) and income allocable to the contributions to the Highly Compensated Employees on whose behalf such Excess Contributions were made. For purposes of this Section 3, Excess Contributions shall mean the amount determined pursuant to Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall be reduced, as determined by Secretary of the Treasury, by the amount of any Excess Deferrals which are distributed to the Participant pursuant to Section 1 of Article III. Any distribution of the Excess Contributions shall be made to each Highly Compensated Employee based on his respective portion of the Excess Contributions by reducing the amount of Pre-Tax Savings Plan Contributions actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings Plan Contribution is the greatest of the Highly Compensated Employees until such Participant's Pre-Tax Savings Plan Contribution is equal to the Pre-Tax Savings Plan 38 Contribution of the Highly Compensated Employees whose Pre-Tax Savings Plan Contribution is the second greatest and continuing to prospectively reduce the amount of Company Contributions to be paid over to the Trust on behalf of the Highly Compensated Employees in a like manner until the Actual Deferral Percentage of the Highly Compensated Employees equals (by rounding up) for the Plan Year the greater of (a) or (b) above. The income allocable to a Participant's Excess Contributions shall be determined by multiplying the income allocable to the Participant's Pre-tax Savings Plan Contribution by a fraction, the numerator of which is the Participant's Excess Contribution and the denominator of which is the Participant's balance in his Company Wage Reduction Contribution Account as of the last day of the Plan Year. The Excess Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the amount of Excess Deferrals distributed to the Participant; shall, if there is a loss allocable to the Excess Contributions, in no event be less than the lesser of the Participant's Accounts under the Plan or the Participant's Company Wage Reduction Contribution for the Plan Year. Amounts distributed under this Section 3 shall be treated as a reduction in the amount of Compensation to be reduced pursuant to Section 1 of Article III by each Participant. In calculating the actual deferral percentage for purposes of section 401(k), the actual deferral ratio of a Highly Compensated Employee will be determined by treating all cash or deferred arrangements under which the Highly Compensated Employee is eligible (other than those that may not be permissively aggregated) as a single arrangement. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee who is one of the ten most Highly Compensated Employees and is thereby subject to the family aggregation rules of Section 414(q)(6), the actual deferral ratio (ADR) for the family group (which is treated as one Highly Compensated Employee) is the ADR determined by combining the elective contributions, compensation and amounts treated as elective contributions of all eligible family members. Except to the extent taken into account in the preceding sentence, the elective contributions, compensation, and amounts treated as elective contributions of all family members are disregarded in determining the Actual Deferral Percentages for the groups of Highly Compensated Employees and nonhighly compensated employees. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee whose ADR is determined under the family aggregation rules, the determination of the amount of excess contributions shall be made as follows: The ADR is reduced in accordance with the "leveling" method described in section 1.401(k)-1(f)(2) of the regulations and the excess contributions are allocated among the family members in proportion to the contributions of each family member that have been combined. Failure to correct Excess Contributions by the close of the Plan Year following the Plan Year for which they were made will cause the Plan to fail to satisfy the requirements of Code Section 401(k)(3) for the Plan Year for which the Excess Contributions were made and for all subsequent years they remain in the Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the amount of Excess Contributions unless they are corrected within two and one-half (2 1/2) months after the close of the Plan Year for which they were made. 39 To the extent required by the Code and Treasury Regulations, the limitations set forth in Section 2 shall be applied separately to each of the Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying this Section 3 for any Plan Year in which (a) the ESOP Feature is maintained, and (b) the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are not satisfied a single Actual Deferral Percentage will be calculated for the group of eligible Employees who are Highly Compensated Employees and a single Actual Deferral Percentage will be calculated for the group of Eligible Employees who are Non-Highly Compensated Employees for the Plan Year, notwithstanding the existence of the ESOP portion of the Plan and the disaggregation rules of Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Pre-Tax Savings Plan Contributions that are invested in Common Stock) and such account is not part of the ESOP, and all Company Contributions made in such Plan Year are allocated to the Company Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Company Contributions that are invested in Common Stock) and such account is not part of the ESOP. 40 ARTICLE XIII RESERVED 41 ARTICLE XIV ADMINISTRATION OF THE PLAN SECTION 1. SAVINGS PLAN COMMITTEE The Plan shall be administered by the Defined Contribution Plan Committee which shall be appointed by the Board of Directors of the Company. The Committee shall consist of at least three (3) members who shall be designated from time to time by the Board of Directors of the Company, and shall act by at least a majority of members. The Committee, by a majority vote of its members, shall appoint a plan administrator, chairman and secretary. The plan administrator as appointed by the Committee shall be the "Named Fiduciary" of the Plan with respect to administrative matters, and the Trustee shall be the "Named Fiduciary" with respect to the handling of Plan assets. The Board of Directors shall, from time to time, notify the Trustee of the number and the identity of the members of the Committee and the Trustee shall be entitled to rely upon such notices. SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE The Committee shall adopt such uniform and nondiscriminatory administrative regulations under the Plan as it shall deem to be necessary or appropriate for the efficient administration of the Plan. The Committee shall have sole and absolute discretion to interpret the provisions of the Plan or Trust Agreement (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan or Trust Agreement), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants and other persons, to decide disputes arising under the Plan and to make any determinations and factual and other findings with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (a) to resolve questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Participant; (b) to determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and (c) to conduct the review procedure specified in Section 3(g) of this Article. The Committee shall have full power and authority to administer the Plan and to interpret its provisions, and its interpretations shall be final and binding upon the Company, its personnel, the Union, the Trustee and all other parties in interest, subject to the provisions of Section 3 of this Article. 42 SECTION 3. FIDUCIARY PROVISIONS (a) Named Fiduciaries Among the named fiduciaries under the Plan shall be the Company, and the Trustee, investment advisors or insurance companies, each of which shall have such powers, duties, responsibilities and authority as shall be specified in the Plan or trust agreement entered into for the purpose of managing the Trust Fund, subject to any delegation thereof as provided in the Plan or such trust agreement. Any other person, entity, committee, board, department, office, or identifiable part of any legal entity may be designated by the Company as a named fiduciary by an instrument signed by the Company, delivered to such designated named fiduciary and to the Trustee and accepted in writing by the designated named fiduciary. Any such designation may be terminated at any time by the Company or by such named fiduciary by written notice delivered to the other of them and to the Trustee. (b) Liability of Fiduciaries To the extent permitted by law, (1) neither the Company nor any director, officer, or Employee shall be personally liable upon any contract or other instrument made or executed by him/her or it or in his/her or its behalf in the administration of the Plan or the Trust Fund; (2) neither the Company nor any director, officer, or Employee who is a fiduciary shall be liable for the neglect, omission or wrongdoing of any other fiduciary; (3) the Company, person, committee or board and each member thereof to whom the Company delegates (or the Plan or trust agreement assigns) any duty with respect to the Plan or Trust Fund, may rely and shall be fully entitled to act upon the advice of counsel, who may be of counsel for the Company, and upon the opinion, certificate, valuation, report, recommendation or determination of an actuary appointed by the Company to assist in the operation of the Plan; (4) the Company and each director, officer, or Employee who is a fiduciary shall be solely responsible for his/her own acts or omissions; and (5) if any responsibility of the Company or of a director, officer, or Employee who is a fiduciary is allocated to any other person or if a person is designated to carry out any responsibility in accordance with the provisions of the Plan or trust agreement, then such fiduciary shall not be responsible for any act or omission of such person in carrying out such responsibility. (c) Delegation of Fiduciary Duties The Company may delegate to any person, entity, committee, board, department, office, or identifiable part of any legal entity any one or more powers, functions, duties or responsibilities with respect to the Plan or the Trust Fund, provided that no such power, function, duty or responsibility which is assigned to a fiduciary (other than the Company) pursuant to some other Section of the Plan or the trust agreement shall be so delegated without the written consent of such fiduciary. Any delegation pursuant to the preceding provisions: (1) shall be signed by the Company and be delivered to and accepted in writing by the delegate, (2) shall contain such provisions and conditions relating to such delegation as the Company deems appropriate, 43 (3) may be amended from time to time by written agreement signed on behalf of the Company and the delegate and (4) may be revoked (in whole or in part) at any time by written notice from the Company delivered to the delegate or from the delegate to the Company. (d) Personal Liability of Non-Fiduciaries Except for gross neglect or malfeasance, no non-fiduciary officers, directors or Employees of the Company shall be personally liable for acts done hereunder or related hereto, or for the making, retention or sale of any contract or contracts made as herein provided, or for the failure to invest or reinvest any funds or for any loss to or diminution of the Trust Fund, nor shall any of them be personally liable for or answerable to any Participant or any other person in connection with any exercise of discretion under the terms of this instrument relating to the payment or non-payment of benefits. (e) Defense of Fiduciaries and Non-Fiduciaries The Company shall, at its expense, defend or provide for the defense of any or all fiduciary or non-fiduciary officers, directors or employees of the Company against any such claims, allegations, suits, or charges relating to or incidental to the above matter, and shall continue to do so in any given cases, unless and until it shall clearly appear that gross neglect or malfeasance is involved in any such particular case. (f) Claims for Benefits Claims for benefits from this Plan shall be submitted to the designated representative of the Committee on such forms as may be designated by the Committee. (g) Appeals Procedure Upon the denial of any form of benefit, either partial or total, the Participant or Designated Beneficiary shall have the right to receive from the Committee a written notice stating: (1) The specific reason for denial, (2) The pertinent Section of the Plan on which the denial was based, (3) Other information the Committee may feel necessary to explain the denial, and (4) An explanation of the claims review procedure. The Participant, Designated Beneficiary or a duly authorized representative, may, within ninety (90) days of such denial, file with the Plan Administrator an appeal for review of denial of benefits. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. The Participant, Designated Beneficiary or duly authorized representative shall have the right to examine all pertinent documents relating to the original denial within sixty (60) days of the 44 filing date of such appeal, the Committee shall review such appeal and provide the Participant a decision as to denial or approval. Such decision shall be in writing and shall cover all pertinent facts considered in making the decision. SECTION 4. ACTION BY THE COMPANY Any action by the Company under this Plan shall be made pursuant to authorization of its Board of Directors. SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS The Trustee and the Committee may, by agreement in writing, arrange for the delegation by the Trustee to the Company of any of the functions of the Trustee, except the custody and distribution of assets, the voting of Common Stock held by the Trustee, and the purchase and sale or redemption of securities. SECTION 6. DUTIES OF THE TRUSTEE The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions. The Trustee shall annually, following the close of each Plan Year, revalue and adjust each Participant's Account at its current market value at the end of the Plan Year. The Trustee shall furnish at least annually to each Participant a statement showing the status of his/her Account under the Plan. This statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after its mailing or delivery (if distribution is other than by mail) to a Participant. SECTION 7. ACCOUNTS OF THE TRUSTEE The annual financial statement of the Plan shall be audited annually by auditors selected by the Company. SECTION 8. RECORDS The records of the Trustee, Committee and the Company shall be conclusive with respect to all matters involved in the administration of this Plan. SECTION 9. VOTING OF COMMON STOCK (a) Each Participant shall have the right to direct the Trustee as to the manner in which voting rights with respect to shares of Common Stock held in the Participant's Account shall be exercised. (b) In order to implement the voting rights granted in this Section, the Company shall furnish to the Trustee such information as will be distributed to shareholders of the Company in connection with each such vote and a form for the use by Participants in directing the Trustee as to the manner in which voting rights shall be exercised (the "Documents"), in quantities approximately equal to the number of Participants holding shares of Common 45 Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Documents as soon as practicable following the furnishing of the Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the voting of the shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be voted. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be voted. (c) In the absence of written direction from a Participant in accordance with Section 9(b) of this Article, the Trustee shall vote all shares of Common Stock held in such Participant's Account in the same manner in which the Trustee is directed by Participants, pursuant to Section 9(b) of this Article, to vote the majority of the aggregate shares of Common Stock held in such Participants' Accounts unless the Trustee is required, by ERISA, to vote the stock in a different manner. (d) The right granted to each Participant pursuant to this Section 9 to direct the manner in which shares of Common Stock allocated to such Participant's Account are voted, and the provisions instructing the Trustee regarding the manner in which voting rights with respect to such shares shall be exercised in the absence of written directions from a Participant, shall include the manner in which the rights with respect to corporate action by shareholder consent is exercised. (e) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 9 in the event of the death of such Participant. SECTION 10. NOTICES All notices, reports and statements given, made, delivered or transmitted to a Participant shall be duly given, made, delivered or transmitted as the Committee may deem appropriate. All directions, notices and other communications from Participants to the Committee shall be in such form as may be prescribed by the Committee. Such written directions, notices and other communications shall be mailed by first class mail or delivered to the secretary of the Committee and shall be deemed to have been given when received by the secretary or his/her duly authorized representative. SECTION 11. COSTS AND EXPENSES Except as provided in Article XV Section 3 with respect to transaction expenses, all costs and expenses incurred in the administration of the Plan shall be paid by the Company; provided, however, that any taxes which may be imposed on the income or the assets of the trust shall be paid out of the assets in the hands of the Trustee and shall be charged ratably against the Accounts of the Participants. 46 Notwithstanding the foregoing, any taxes incurred by reason of specific investments or transactions shall be charged against those Accounts of the Participants which were involved in such investments or transactions on the basis of the respective interests of such Accounts in the investments or transactions generating such tax liability. SECTION 12. MISCELLANEOUS (a) Construction of Agreement The Plan shall be governed by and construed in accordance with the laws of the State of Ohio, to the extent those laws have not been superseded by Federal law (which shall otherwise apply). (b) Participant's Rights Participation in the Plan by a Participant shall in no way affect any of the Company's rights as contained in the Basic Labor Agreement between the Company and the Union. (c) Headings The headings and captions contained in this document are for convenience of reference only, and are not deemed to constitute a part of the Plan. (d) Against Public Policy Should any provision (or part of any provision) of this Plan be determined by a court of competent jurisdiction to be contrary to law or unenforceable as a matter of public policy, such provision shall be considered severable, and this Plan shall be considered not to include the provision in issue. The Plan shall be construed by the Committee, by the Plan Administrator, and all other persons relying on this document as though such provision (or part thereof) did not exist, and the Plan shall be applied and enforced in the manner determined by the Plan Administrator to be most nearly consistent with the deleted provision as is permissible under law and public policy. (e) Certain Reversions to the Company Permitted Reversions of contributions to the Company will be permitted to the extent provided by Section 403(c) of ERISA. Any contribution made by the Company because of a mistake of fact must be returned to the Company within one year of the contribution. In the event the deduction of a contribution made by the Company is disallowed under section 404 of the Code, such contribution (to the extent disallowed) must be returned to the Company within one year of the disallowance of the deduction. In the event that the Commissioner of Internal Revenue determines that the plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that 47 initial qualification by the Company must be returned to the Company within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Company's return for the taxable year in which the plan is adopted, or such later date as the Secretary of the Treasury may prescribe. (f) Payment to Minor or Incompetent Person In the event that any benefit payable under this Plan is payable to or for the benefit of a minor, an incompetent person, or other person incapable of receipting therefor, such benefit shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Trustee, the Plan Administrator, the Company and all other parties with respect thereto. (g) Forfeiture if Participant or Designated Beneficiary Cannot Be Located In the event that any benefit payable under this Plan to any Participant or Designated Beneficiary cannot be paid because the proper payee cannot be located or identified by the Trustee, such benefit shall be deemed forfeited thirty-six (36) months from the date on which the Trustee or Plan Administrator first attempted to locate such payee, provided, however, that upon presentation by such proper payee of a subsequent claim for such forfeited benefit, the full amount of the forfeited benefit shall be restored. (h) Merger or Consolidation In the event of the merger or consolidation of this Plan (or any part thereof) into any other plan, or the transfer to or from this Plan of any of the assets held for the benefit of Participants and Designated Beneficiaries, each Participant and Designated Beneficiary affected by such merger, consolidation or transfer shall have an accrued benefit in the surviving or transferee plan (determined as if such plan were then terminated immediately after such merger, consolidation or transfer) that is equal to or greater than his/her accrued benefit to which he/she would have been entitled, had the Plan been terminated immediately prior to the occurrence of such merger, consolidation or transfer. (i) Electronic Media Notwithstanding any provision of the Plan to the contrary, including any provision which requires the use of a written instrument, to the extent permitted by applicable law, the Committee may establish procedures for the use of electronic media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems. (j) Plan Conversions Notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Committee, the Committee may temporarily 48 suspend, in whole or in part, certain provisions of the Plan, which may include, but are not limited to, a Participant's right to change his contribution election, a Participant's right to change his investment election and a Participant's right to borrow or withdraw from his Account or obtain a distribution from his Account. SECTION 13. DESIGNATION OF TRUSTEE In order to implement the Plan, the Company will enter into a trust agreement with the Trustee to the end that contributions of the Participants and the contributions of the Company shall be invested in accordance with the provisions of this Plan and shall be held in Trust for the exclusive benefit of the Participants or their Designated Beneficiaries. The Company may, without further reference to or action by any Participant, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to said trust agreements or said further agreements as it may be necessary or desirable to carry out the Plan, may from time to time designate a successor Trustee or successor Trustees, or may take such other steps to execute such other instruments as it may deem necessary or desirable to put the Plan into effect or to carry out the provisions thereof. SECTION 14. TENDER AND EXCHANGE OFFERS Notwithstanding any other provision contained herein to the contrary (including, without limitation, the provisions of ARTICLE XIII), in the event the Trustee receives (i) any tender offer which is subject to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended from time to time, and to regulations promulgated thereunder, or (ii) any other offer or option to buy or exchange more than thirty (30) percent of the outstanding shares of Common Stock, the provisions of this Section 14 of ARTICLE XIV shall apply. (a) Each Participant shall have the right to direct the Trustee as to whether to tender and sell or exchange pursuant to such offer any whole and fractional shares of Common Stock held in the Participant's Account. (b) In order to implement the rights granted in this Section 14 of ARTICLE XIV, the Company shall furnish to the Trustee such information as may be distributed by it to shareholders of the Company in connection with each such offer (the "Tender Document"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Tender Documents together with all other materials that the Trustee receives as a shareholder from any other party with respect to such offer (the "Additional Tender Documents") and a form prepared by the Trustee for the use by Participants in directing the Trustee as to whether or not shares of Common Stock in the Participants' Accounts shall be tendered and sold or exchanged as soon as practicable following the furnishing of the Tender Documents and Additional Tender Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the tender, and sale or exchange if the tender is accepted, of the whole and fractional shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be tendered. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business 49 two (2) days prior to the time such shares of Common Stock must be tendered. The Trustee shall tender all shares of Common Stock as to which valid and timely directions to do so have been received by it and have not been subsequently timely revoked prior to the expiration date of the offer to which the directions relate, and, to the extent the tender is accepted, the shares so tendered shall be sold or exchanged as soon as practical thereafter. Each Participant may direct the Trustee to withdraw any shares of Common Stock in the Participant's Account which were previously tendered, and the Trustee shall withdraw such shares of Common Stock prior to the withdrawal date of the offer, provided such direction is received in writing by the Trustee by the close of business two (2) days prior to the withdrawal date of the offer. Any and all directions given to the Trustee by any Participant pursuant to this Section 14 of ARTICLE XIV shall remain in the strict confidence of the Trustee. (c) In the absence of written direction from a Participant in accordance with Section 14(b) of ARTICLE XIV, the Trustee shall tender, and sell or exchange in the event the tender is accepted, at the times provided in Section 14(b) of ARTICLE XIV, all whole and fractional shares of Common Stock held in such Participant's Account only if the Trustee is directed by Participant, pursuant to Section 14(b) of ARTICLE XIV, to tender and sell or exchange the majority of the aggregate shares of Common Stock held in such Participants' Accounts. (d) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Tender Documents and Additional Tender Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 14 of ARTICLE XIV in the event of the death of such Participant. (e) The price at which sales of the Company's Common Stock in accordance with this Section 14 of ARTICLE XIV pursuant to a tender or exchange offer described herein shall be credited to the Participants' Accounts shall be the price paid in connection with the tender or exchange offer. Shares of Common Stock sold in accordance with this Section 14 of ARTICLE XIV pursuant to a tender of exchange offer described herein shall not be considered in computing weighted average price under Section 2 of ARTICLE XV. The cash proceeds from the sale or exchange of any shares of Common Stock tendered and sold or exchanged pursuant to this Section 14 of ARTICLE XIV shall be invested in accordance with the terms of the Plan. If, as a result of a tender and sale or exchange, the Trustee receives securities or other property, such securities or property shall be held or reinvested in accordance with the terms of the Plan. Any shares of Common Stock tendered or offered but not purchased or exchanged shall be held or reinvested by the Trustee in the trust created under this Plan in accordance with the terms of the Plan. (f) Transactions in the Company's Common Stock pursuant to a tender or exchange offer in accordance with this Section 14 of ARTICLE XIV need not be made through the facilities of the New York Stock Exchange. 50 (g) The Account of each Participant for whom the Trustee has sold or exchanged shares of Common Stock in connection with any tender offer or exchange offer described in this Section 14 of ARTICLE XIV shall be charged with a pro rata share of all expenses incurred by the Trustee in all sales or exchanges pursuant to such offer. 51 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE SECTION 1. TRANSACTION PERIOD For convenience in administration, the Committee and the Trustee shall establish a period for (a) the purchase and sale of Mutual Fund shares or the Company's Common Stock or (b) the deposit and withdrawal of Cash With Interest, which shall be known as a Transaction Period. The Transaction Period shall commence at 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the next succeeding day when both the Trustee and the New York Stock Exchange are open for business. All purchases and sales of the Company's Common Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by the Trustee during the Transaction Period shall be in accordance with the instructions and directions of the Participants (or of the Company as to purchases of the Company's Common Stock with amounts to be credited to a Participant's Account from Company Contributions attributable to Participant's Contributions) which are received during a Transaction Period. The Trustee shall not be required to respond to any subsequent instruction or direction received during any Transaction Period until the next succeeding Transaction Period. SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS The transaction price for purchases and sales of Company's Common Stock shall be determined based upon the closing price of the Company's Common Stock on the New York Stock Exchange on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares of the Company's Common Stock in the Common Stock pooled account, plus uninvested cash and accrued income, divided by the number of shares in the Common Stock pooled account. The transaction price for purchases and sales in each of the Mutual Funds shall be determined based upon the closing price of each such Mutual Funds on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares in each such Mutual Funds pooled account, plus uninvested cash and accrued income; divided by the total number of shares of each such Mutual Funds pooled account. Purchases and sales of the Cash With Interest Investment Option shall be charged or credited on the basis of actual purchase and sale prices for the particular transaction. SECTION 3. ALLOCATING TRANSACTION EXPENSE Each Participant for whom the Trustee has sold and/or purchased shares in one or more of the Investment Options available in the Plan pursuant to the Participant's specific investment directions shall be charged for the expenses incurred by the Plan in the exercise of the Participant's specific investment option direction. SECTION 4. REGISTRATION OF SECURITIES Securities held by the Trustee may be registered in the name of the Trustee or its nominee. 52 SECTION 5. MISCELLANEOUS The Trustee shall invest in the Company's Common Stock Investment Option, the Cash With Interest Investment Option, or Mutual Fund Investment Option as promptly as practicable after the receipt of Employee contributions. Contributions temporarily held for investment in one of the Investment Options shall be invested by the Trustee in a short term fund approved by the Committee. All Transactions in the Company's Common Stock shall be made through the facilities of the New York Stock Exchange except for the purchase of stock from the Company as provided in Section 4 of Article V. 53 ARTICLE XVI ASSIGNABILITY It is a condition of the Plan, and all rights of each Participant shall be subject thereto, that, except as provided in a qualified domestic relations order as defined in Section 414(p) of the Code, no right or interest of any Participant in the Plan or in the Account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including, but not by the way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, but excluding the consequence of death, or mental incompetency, and no right of interest of any Participant of the Plan or in the Account shall be liable for, or subject to, any obligation or liability of such Participant. Notwithstanding any provision of the Plan to the contrary, effective for judgments, orders, decrees or settlements issued on or after August 5, 1997, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Participant's benefit under the Plan, to the extent permitted under Code Section 401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii) relating to the protection of the Participant's spouse (if any) are satisfied. 54 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN SECTION 1. AMENDMENT Subject to Section 2 of this Article XVII, the Company may at any time and from time to time, amend the Plan if in the opinion of the Company such amendment is necessary to enable the Plan to meet the requirements of the Code (including the regulations and rulings issued thereunder) or the requirements of any governmental authority. SECTION 2. LIMITATION ON AMENDMENT The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Employee, Participant, former Participant or person claiming under or through any one or more of them pursuant to the Plan, except that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan. Moreover, no such amendment shall be made hereunder which shall permit any part of Participants' contributions to revert to any Company or be used or be diverted to purposes other than the exclusive benefit of Employees, Participants, former Participants, and beneficiaries. SECTION 3. TERMINATION This Plan shall continue in effect until and including the 4th day of March, 2002. Thereafter it shall renew itself for yearly periods unless written notice is given by either party to the other not less than sixty (60) days, but not more than seventy-five (75) days, prior to the expiration date or any extension thereof, that it is desired to terminate or amend the Plan. In the event such notice is given, the parties shall begin negotiations not less than forty-two (42) days prior to the termination date, unless otherwise mutually agreed to. If negotiations are not completed prior to the expiration date, this Plan shall terminate unless extended by mutual agreement of the parties. Upon termination, this Plan shall terminate in all respects, except that no distributions shall be made from the Plan until ninety (90) days following such termination, and any distributions made upon termination of the Plan shall be subject to the terms of Article XI Section 3. Except as herein otherwise provided, no provision of this Plan shall be subject to change prior to the expiration date as determined above. Upon any termination or partial termination of the Plan, the rights of each Participant to the assets then held in his/her Account under the Plan shall be non-forfeitable. 55 ARTICLE XVIII ESOP FEATURE SECTION 1. ESTABLISHMENT OF ESOP (a) The provisions of this Article XVIII shall become effective January 1, 2002. (b) The Plan shall consist of two components, the ESOP Feature and the Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account. The ESOP Feature is intended to qualify as a stock bonus plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7). The ESOP Feature is designed to invest primarily in "qualifying employer securities," as defined in Code Sections 4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is described in this Article XVIII. The provisions of this Article XVIII shall supercede any contrary provisions of the Plan. SECTION 2. ESOP ACCOUNT (a) The Committee shall establish an ESOP Account in the name of each Participant and shall thereafter maintain a record thereof. (b) The ESOP Account of each Participant shall be credited and debited periodically during each Plan Year in which the ESOP is maintained with any additions or reductions in the number of shares of Common Stock held for such Participant in the Plan due to the reallocation of the investment of the Participant's Non-ESOP Account and ESOP Account, and with any stock and cash dividends paid on Common Stock attributable to units of the Common Stock fund. (c) In the event that a Participant elects a partial liquidation of the investment of his Account in Common Stock pursuant to Section 5 of Article V, Common Stock shall be liquidated pro-rata from the Participant's Non-ESOP Account and ESOP Account. SECTION 3. ESOP CONTRIBUTIONS The Company, in its discretion, may make ESOP Contributions from time to time in such amounts as are determined by the Company. All ESOP Contributions shall be made in Common Stock. ESOP Contributions for a Plan Year shall be allocated among active Participants for the Plan Year. The amount allocated to each active Participant shall be determined by multiplying each active Participant's Compensation for such Plan Year by a fraction, the numerator of which is the ESOP Contribution for such Plan Year, and the denominator of which is the total Compensation of all active Participants for such Plan Year. ESOP Contributions shall be treated as Company Contributions for purposes of distributions and withdrawals from the Plan. The ESOP Contribution subaccount of a Participant shall be invested in Common Stock, subject to the diversification rules provided in Section 4 of this Article. SECTION 4. DIVERSIFICATION OF INVESTMENT Participants who are at least age 55 may diversify the investment of amounts, including amounts not Vested, held in their ESOP Accounts by transferring amounts out of the Common Stock fund to one of the other Investment Options in accordance with the provisions of Section 5 of Article V. Any transfer of 56 such amounts out of the Common Stock fund to another Investment Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature. SECTION 5. PUT OPTION (a) If shares of Common Stock distributable to a Participant or his Beneficiary are at the time of the distribution not readily tradable on an established market, the Participant or Beneficiary will have an option (the "Put") to require the Company to purchase all of the shares actually distributed to him. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Participant or the Beneficiary only during the Option Period in which the former Participant or Beneficiary receives a distribution of shares of Common Stock. (b) The "Option Period" is the 60-day period following the day on which a Participant or his Beneficiary receives a distribution. If the former Participant or Beneficiary does not exercise the Put during that 60-day period, the Option Period will also be the 60-day period beginning after the new determination of the fair market value of Common Stock by the Committee (and notice to the Participant) in the following Plan Year. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law. (c) The "Option Price" will be the fair market value of each share of Common Stock as of the valuation date immediately preceding the date the Put is exercised, multiplied by the number of shares to be sold under the Put, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions, or similar changes to the number of outstanding shares. (d) The terms of payment for the sale of Common Stock pursuant to the Put shall be as provided in the Put and may be either paid in a lump sum or in installments as provided by the Committee. An agreement to pay through installments shall be permissible only if the Common Stock subject to the put option is part of a `total distribution', as defined in Code Section 409(h)(5), and-- (i) the agreement is adequately secured, as determined by the Committee, (ii) a reasonable rate of interest is charged, as determined by the Committee, (iii) annual payments are equal, (iv) installment payments must begin not later than 30 days after the date the Put option is exercised, and (v) the term of the payment does not extend beyond five years from the date the Put option is exercised. 57 (e) The Put will not be assignable, except that the former Participant's donees or, in the event of a Participant's death, his personal representative, will be entitled to exercise the Put during the Option Period for which it is applicable. (f) The Trustee in its discretion may, with the Company's consent, assume the Company's obligation under this Section at the time a former Participant or Beneficiary exercises the Put. If the Trustee does assume the Company's obligations, the provisions of this Section that apply to the Company will also apply to the Trustee. (g) The Put will also apply to shares of Common Stock that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Participant or Beneficiary to whom the Put becomes applicable that the shares of Common Stock held by the former Participant or Beneficiary are subject to the Put for the remainder of the applicable Option Period and will inform the Participant or Beneficiary of the terms of the Put. If the written notice is given later than ten days after the shares of Common Stock cease to be publicly traded or become subject to a trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given. (h) The Committee will notify each former Participant or Beneficiary who is eligible to exercise the Put of the fair market value of each share of Common Stock as soon as practicable following its determination. The Committee and the Company will send all notices required under this Subsection to the last known address of a former Participant or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address. SECTION 6. PAYMENT OF DIVIDENDS (a) The Committee, in its sole discretion, may provide that any dividends paid in cash during the Plan Year on shares of Common Stock in which Participants' ESOP Accounts are invested shall be (i) paid in cash directly to the Participant, (ii) paid to the Plan and subsequently distributed to the Participant in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan, or (iii) at the election of the Participant, either (A) paid to the Participant as provided in Clause (i) or (ii) (as determined by the Committee) or (B) paid to the Participant's ESOP Account to be reinvested in the Common Stock. Such dividends shall be paid in accordance with procedures established by the Committee. (b) If an election pursuant to Paragraph (a)(iii) is provided by the Committee, each Participant may make the election, in the manner and at the time specified by the Committee, with respect to dividends received on shares of Common Stock comprising the portion of the Common Stock fund allocated to the Participant's ESOP Account. If an election pursuant to Paragraph (a)(iii) is provided by the Committee and a Participant does not make such an election, such dividends shall be paid to the Participant's ESOP Account to be reinvested in Common Stock. 58 (c) The Beneficiary of a deceased participant shall have the same rights as a Participant has under this Section 6. (d) The provisions of this Section 6 are intended to comply with Section 404(k) of the Code, and shall be interpreted and construed accordingly. SECTION 7. INDEPENDENT APPRAISER Common Stock held in Participants' ESOP Accounts shall be valued as of each valuation date, or at the discretion of the Committee, more frequently. All valuations of Common Stock held in Participants' ESOP Accounts which is not readily tradable on an established securities market shall be made by an independent appraiser meeting requirements similar to those contained in Treasury Regulations under Code Section 170(a)(1). SECTION 8. SHARE LEGEND Shares of Common Stock in the ESOP Feature held or distributed by the Trustee may include such legend restrictions on transferability as the Company may reasonably require in order to assure compliance with applicable federal and state securities laws. 59 IN WITNESS WHEREOF, Cooper Tire & Rubber Company has caused this Restated Plan to be executed and adopted this 26th day of February, 2002. COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ---------------------------------------- Treasurer By:/s/ Richard N. Jacobson ---------------------------------------- Assistant Secretary 60 AMENDMENT NO. 1 TO THE COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN - (TEXARKANA) (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001) Cooper Tire & Rubber Company hereby adopts this Amendment No. 1 to the Cooper Tire and Rubber Company Pre-Tax Savings Plan - (Texarkana) (as amended and restated effective as of January 1, 2001) (the "Plan"), effective as of the dates specified herein. SECTION 1 Effective January 1, 2001, Article I of the Plan is hereby amended by inserting the following new Section (4.1) immediately after Section (4) where it occurs therein: "(4.1) `Administrator' or `Plan Administrator' - Cooper Tire & Rubber Company or its delegate." SECTION 2 Effective January 1, 2002, Section 1(a) of Article IV of the Plan and Section 3 of Article IV of the Plan are each hereby amended by deleting the phrase "fifty percent (50%)" where it occurs therein and substituting therefor the phrase "seventy-five percent (75%)." SECTION 3 Effective March 4, 2002, the first two sentences of Section 2 of Article VI of the Plan are hereby amended in their entirety to read as follows: "Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes three (3) years of Continuous Credited Service (Article II, Section ). For Participants with three (3) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account." SECTION 4 Effective January 1, 2002, Section 3 of Article VI of the Plan is hereby amended in its entirety to read as follows: "A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest in accordance with Section 2 of this Article VI." SECTION 5 61 Effective July 1, 2002, Article XIII of the Plan is hereby amended in its entirety to read as follows: "ARTICLE XIII PARTICIPANT LOANS Section 1.1 LOAN LIMITATIONS An Employee who is an active Participant in the Plan may request a loan from the Trust Fund. The amount of the loan, when aggregated with the total outstanding balances of all other loans (including accrued interest thereon) taken by the Participant under this or any other qualified retirement plan sponsored by the Employer may not exceed the lesser of: (i) fifty percent (50%) of the Participant's pre-tax Vested account balance as determined as of the date the loan is requested; or (ii) $50,000.00 reduced by the excess, if any, of the highest outstanding balance of loans during the twelve month period ending on the day before the date a new loan is made over the outstanding balance of such loans on the date such loan was made. Participant loans shall be considered a directed investment under the Participant's account in a manner consistent with Article V hereof. Section 1.2 ESTABLISHMENT OF LOAN PROGRAM The Plan Administrator shall establish uniform and non-discriminatory practices and policies to be followed in the administration of the loan program. Included in such policies and procedures shall be the following: (i) Loans shall be requested through the completion of an application in such form as shall be prescribed by the Plan Administrator. (ii) Loans shall be made available to all active Participants on a reasonably equivalent basis. (iii) Loans shall not be made available to highly compensated employees in a percentage amount greater than the percentage amount made available to non-highly compensated employees. (iv) No loan shall be permitted in an amount less than five hundred dollars ($500.00). (v) The term of any loan shall not exceed five (5) years. Subject to Subsection (k) below, any loan shall come immediately due and payable in full in the event of default as described in Subsection (j) below. 62 (vi) Only one outstanding loan is permitted at any time. Requests for additional loans shall be denied until any outstanding loan has been repaid in full. (vii) The interest rate for any loan shall be determined by the Plan Administrator. The rate shall be based on the prime interest rate charged by National City Bank to its largest and most creditworthy corporate borrowers. (viii) Loans shall be amortized in substantially equal payments of principal and interest over the term of the loan. Payments shall be required not less frequently than quarterly. Repayment of loans shall be by payroll deduction. A Participant may repay the outstanding balance of a loan at any time without penalty. Payments of principal and interest shall be allocated directly to and in the same proportion as the investment funds selected by the Participant for investment of his Pre-Tax Savings Plan Contributions to the Plan. (ix) Each loan shall be evidenced by the borrower's promissory note for the amount of the principal and interest payable to the order of the Trustee. Each loan shall be secured by adequate collateral. Such collateral shall consist of the portion of the Participant's interest in the Plan from which the loan was made, reduced by repayments of principal as such repayments are made (the "Loan Account"). (x) A loan shall be deemed to be in default upon a Participant's termination of employment for any reason if the loan is not repaid in full within [60 DAYS] following the date of the Participant's termination of employment. In addition, a loan shall be considered in default if a Participant fails to make any payment of principal and interest when due. (xi) In the event a Participant defaults on a loan for a reason other than termination of employment, such participant shall be provided a cure period to correct such default. Such cure period shall begin as of the date of default and shall end on the last day of the calendar quarter following the calendar quarter of the date of default. In the event such default is not cured within the foregoing cure period, the Plan Administrator shall report the amount of unpaid principal and interest as a "deemed distribution" as described in Internal Revenue Code Section 72(p) and Regulations promulgated thereunder, and shall deduct the unpaid loan amount from the Participant's Loan Account. (xii) Notwithstanding anything to the contrary above, a Participant who is absent from active employment on an authorized leave of absence may suspend scheduled loan repayments for a period of twelve (12) consecutive months in a manner consistent with Internal Revenue Code Section 72(p) and regulations promulgated thereunder. Failure to make scheduled repayments following expiration of the twelve (12) months suspension period shall be deemed a default in accordance with subsection (j) above. Nothing in the 63 foregoing, however, shall be construed as to allow a Participant to extend the repayment term of any loan beyond five (5) years. (xiii) Participants performing service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) shall be permitted to suspend scheduled repayments for such period of uniformed service in a manner consistent with Internal Revenue Code Section 414(u) and Regulations promulgated thereunder. (xiv) The Plan Administrator may delegate to any person the administration of the participant loan program. All expenses related to the administration of the participant loan program (including origination and maintenance fees) shall be borne by those Participants with outstanding loan balances." EXECUTED this 8th day of August 2002. COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ----------------------------- Treasurer By:/s/ Charles F. Nagy ----------------------------- Assistant Treasurer 64 AMENDMENT NO. 2 TO THE COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN (TEXARKANA) (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001) The Cooper Tire & Rubber Company (the "Company") hereby adopts this Amendment No. 2 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Texarkana) (As Amended and Restated Effective as of January 1, 2001) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 2002, unless otherwise indicated. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. One of the purposes of this Amendment is to reflect the adoption of various provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to satisfy the "good faith" compliance requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder. SECTION 1 Section (12) of Article I of the Plan is hereby amended in its entirety to read as follows: "(12) 'Compensation' - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time." SECTION 2 Section (35) of Article I of the Plan is hereby amended in its entirety to read as follows: "(35) 'Pre-Tax Savings Plan Contributions' - the contributions provided for under Sections 1 and 10 of Article III. Pre-Tax Savings Plan Contributions are also sometimes referred to as a 'Company Wage Reduction Contribution'." SECTION 3 Section 1(a)(ii) of Article III of the Plan is hereby amended in it entirety to read as follows: 65 "(ii) the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year." SECTION 4 Section 1(a) of Article III of the Plan is hereby amended by inserting the following sentence immediately after the first sentence thereof: "The foregoing limits shall not apply to the Catch-Up Pre-Tax Savings Plan Contributions of Section 10 of Article III." SECTION 5 Article III of the Plan is hereby amended by adding the following new Section 10 to the end thereof: "SECTION 10 Catch-Up Pre-Tax Savings Plan Contributions Effective January 1, 2003, all Participants who have elected to make Pre-Tax Savings Plan Contributions to this Plan and who have attained age 50 before the end of a particular Plan Year shall be eligible to make catch-up contributions (the "Catch-Up Pre-Tax Savings Plan Contributions") in accordance with, and subject to the limitations of, section 414(v) of the Code; provided, however, that Catch-Up Pre-Tax Savings Plan Contributions shall not be eligible for Matching Contributions under Section 1 of Article IV of the Plan, and provided further that Catch-Up Pre-Tax Savings Plan Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 401(a)(30) and 415(c) of the Code (I.E., Section 1(a) of Article III and Section 1(a) of Article XII of the Plan, respectively). In addition, notwithstanding any provision of the Plan to the contrary, the Plan shall not be treated as failing to satisfy the requirements of Sections 401(k)(3), 401(k)(11), 410(b), or 416 of the Code, as applicable, by reason of the making any such Catch-Up Pre-Tax Savings Plan Contributions." 66 SECTION 6 Section 1 of Article IV of the Plan is hereby amended by (i) deleting the fifth paragraph therein, (ii) deleting the word "either" and the phrase "or multiple use rules" in the sixth paragraph where they occur therein, and (iii) inserting the following sentence at the end of the third paragraph: "In addition, no Company Contributions shall be made with respect to any Catch-Up Pre-Tax Savings Plan Contributions." SECTION 7 Section 1(a) of Article IX of the Plan is hereby amended in its entirety to read as follows: "the Participant's retirement, death, Total and Permanent Disability, or severance from employment;" SECTION 8 Section 1 of Article IX of the Plan is hereby amended by (i) deleting subsections (d) and (e) and (ii) renumbering subsection (f) as subsection (d). SECTION 9 The last paragraph of Section 2 of Article IX of the Plan is hereby amended in its entirety to read as follows: "Employees who make a hardship withdrawal may not make elective deferrals and employee after-tax contributions under this Plan and all other plans of the Company for 6 months after receipt of the distribution." SECTION 10 Section 6(d)(1)(i) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, 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), such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and any distribution which is 67 made upon hardship of the distributee. Notwithstanding the foregoing, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Sections 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible." SECTION 11 Section 6(d)(1)(ii) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(ii) 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, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state that accepts the Distributee's Eligible Rollover Distribution." SECTION 12 The first two sentences of Section 1(a) of Article XII of the Plan are hereby amended in their entirety to read as follows: "(a) MAXIMUM ANNUAL ADDITION: Except to the extent permitted under Section 10 of Article III of the Plan and Code Section 414(v), the "annual addition" to a Participant's Account shall not exceed the lesser of (i) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code or (ii) 100% of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limit referred to in (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition." SECTION 13 Section 3(f) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(f) Claims for Benefits (other than disability benefits) Any Participant or Designated Beneficiary who believes that he or she is entitled to receive a benefit under the Plan which he or she has not received may file with the 68 designated representative of the Committee, on such forms as may be designated by the Committee, a written claim specifying the basis for his or her claim and the facts upon which he or she relies in making such claim. Such a claim must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the designated representative of the Committee. Unless such claim is allowed in full by the Committee, the Committee shall (within 90 days after such claim was filed, plus an additional period of 90 days if required for processing and if notice of the 90-day extension of time indicating the specific circumstances requiring the extension and the date by which a decision shall be rendered is given to the claimant within the first 90-day period) cause written notice to be mailed to the claimant of the total or partial denial of such claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall state (1) the specific reason(s) for the denial of the claim, (2) specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the denial of the claim was 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 review procedure specified in Section 3(g) of this Article XIV." SECTION 14 Section 3(g) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(g) Appeals Procedure Within 90 days after the denial of his or her claim, the claimant may appeal such denial by filing with the Plan Administrator his or her written request for a review of the claim. Such request for review must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the Plan Administrator or its designee. If the claimant does not file a request for review of his or her claim within such 90-day period, the claimant shall be conclusively presumed to have accepted as final and binding the initial decision of the Plan Administrator on his or her claim. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. 69 If such an appeal is so filed within such 90-day period then the Plan Administrator, or a named fiduciary designated by the Administrator, shall conduct a full and fair review of such claim. During such full review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and with reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. After the completion of such full review, the reviewer shall mail or deliver to the claimant a written decision on the matter based on the facts and pertinent provisions of the Plan and/or Trust Fund and/or applicable law. Such decision shall be mailed or delivered to the claimant within a period of 60 days after the Administrator's receipt of the request for review unless special circumstances require an extension of time, in which case such decision shall be rendered not later than 120 days after receipt of such request. (If an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.) Such decision (1) shall be written in a manner calculated to be understood by the claimant, (2) shall state the specific reason(s) for the decision, (3) shall make specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the decision is based and (4) shall, to the extent permitted by applicable law, be final and binding on all interested persons. The notice of the adverse determination shall also include a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and contain a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures and a statement of the claimant's right to bring an action under Section 502(a) of ERISA." SECTION 15 Section 3 of Article XIV of the Plan is hereby amended by adding a new subsection (h) to the end thereof, immediately following subsection (g), to read as follows: "(h) Claims for Benefits Upon Total and Permanent Disability: (1) Notwithstanding the foregoing provisions of this Article, in the case of a claim for benefits upon Total and Permanent Disability, unless such claim is allowed in full by the Committee, the Committee shall (within a reasonable period of time, but not later than 45 days, unless such period is extended as provided in Section 3(h)(2), below, after receipt of the claim) cause written notice to be mailed 70 or delivered to the claimant of the total or partial denial if his claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reason(s) for the denial of the claim, (ii) specific reference(s) to the provisions of the Plan and/or Trust Fund on which the denial of the claim was based, (iii) 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, (iv) an explanation of the review procedures specified in Section 3(h)(3) of this Article XIV and the time limits applicable to such procedures, and (v) a specific reference to the internal rule, guideline, protocol or other similar criterion, if any, that was relied upon in making the adverse determination or a statement that such rule, guideline, protocol, or other similar criterion, if any, was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request. (2) The 45-day period set forth in Section 3(h)(1), above, may be extended by the Committee for up to 30 days, provided that the Committee determines that such an extension is necessary due to matters beyond the control of the Committee and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. Additionally, if, prior to the end of the first 30-day extension period, the Committee determines that, due to matters beyond the control of the Committee, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Committee notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and 71 the date as of which the Committee expects to render a decision. In the event of any extension under this Section 3(h)(2), the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve the issues. The claimant shall be afforded at least 45 days within which to provide the specified information. Additionally, in the event that a period of time is extended due to a claimant's failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. (3) Within 180 days after receipt of a notification of a denial of a claim, the claimant or his duly authorized representative may appeal such denial by filing with the Committee his written request for a review of his claim. If such an appeal is so filed within 180 days, a Named Fiduciary designated by the Committee shall conduct a full and fair review of such claim. During such full and fair review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits and reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall (i) take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, (ii) not afford deference to the initial adverse benefit determination, (iii) be conducted by a Named Fiduciary who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual, (iv) provide that, in deciding any appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Named Fiduciary shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual, and (v) provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the claimant's adverse benefit determination, without regard to whether the advice was relied upon in making the initial benefit determination. The decision of the Named Fiduciary shall be made in a writing delivered to the claimant within a reasonable time, but in no event later than 45 days after the receipt of the request for review unless special circumstances require an extension of time for processing. If the Named Fiduciary determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant setting forth the special circumstances requiring an extension of time and the date by which the Named Fiduciary expects to render a decision on review, 72 and shall be furnished prior to the termination of the initial 45-day period. In no event shall such extension exceed a period of 45 days from the end of the initial 45-day period. In the case of an adverse benefit determination on review, the notice of the determination shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reasons for the determination, (ii) specific reference(s) to specific provisions of the Plan and/or Trust Fund on which the determination is based, (iii) a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of all documents, records, and other information relevant to the claimant's claim for benefits, (iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures, including a statement of the claimant's right to bring a civil action under section 502(a) of ERISA and (v) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol or other similar criterion will be provided free of charge to the claimant upon request. To the extent permitted by applicable law, the determination on review shall be final and binding on all interested persons. In performing the duties under this Section 3(h)(3), the Named Fiduciary shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof." EXECUTED this 27th day of December 2002. THE COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ------------------------------ Treasurer By:/s/ Charles F. Nagy ------------------------------ Assistant Treasurer 73 EX-99.E 11 l98078aexv99we.txt EX-99.E Exhibit (99e) COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN - (AUBURN) As Amended and Restated Effective as of January 1, 2001 or as otherwise provided in Plan TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS.................................................2 ARTICLE II ELIGIBILITY AND PARTICIPATION..............................11 ARTICLE III PARTICIPANTS' CONTRIBUTIONS................................13 ARTICLE IV COMPANY CONTRIBUTIONS......................................16 ARTICLE V INVESTMENT OF CONTRIBUTIONS................................19 ARTICLE VI VESTING OF CONTRIBUTIONS...................................22 ARTICLE VII SUSPENSION OF PARTICIPATION................................23 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED.............24 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS................................25 ARTICLE X DESIGNATION OF BENEFICIARY.................................27 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS..............................28 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION............................35 ARTICLE XIII RESERVED...................................................40 ARTICLE XIV ADMINISTRATION OF THE PLAN.................................41 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE.........................51 ARTICLE XVI ASSIGNABILITY..............................................53 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN....................................54 ARTICLE XVIII ESOP FEATURE...............................................55 -i- AMENDED AND RESTATED COOPER TIRE & RUBBER COMPANY Pre-Tax Savings Plan (Auburn) AGREEMENT Auburn Pension and Insurance Program Agreement THIS AGREEMENT is made and entered into this 3rd day of July, 2000, by and between Cooper Tire & Rubber Company hereinafter referred to as the "Company" for its plant located in Auburn, Indiana and the United Steelworkers of America, and Local Union No. 634 thereof executing this Agreement; the International Union and the Local Union collectively being hereinafter referred to as the "Union." Effective January 1, 2002, an ESOP will be established under the Plan described in this Agreement. The ESOP feature is described in Article XVIII of the Plan and in other relevant Plan sections. The provisions of the Plan relating to the ESOP feature shall not be effective until January 1, 2002. 1 ARTICLE I DEFINITIONS For the purposes of this Plan, the following words and phrases shall have the following meanings unless a different meaning is clearly required by the context: (1) "Account" of a Participant or "Participant's Account" - the then total current market value of the account in the Participant's name as determined by the Trustee representing the entire interest of a Participant in the Plan. Effective January 1, 2002, each account shall consist of the Non-ESOP Account and ESOP Account. Prior to January 1, 2002, each account shall consist of a Pre-Tax Savings Plan Contribution subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions attributable to a Participant and allocated earnings attributable earnings attributable thereto and a Company Contribution subaccount which will reflect the amount of Company Contributions made pursuant to Article IV herein and allocated earnings attributable thereto. (2) "Active Participation" - the making of Participant contributions to the Plan and the right to share in the allocation of Company Contributions and ESOP Contributions, if any. (3) "Actual Deferral Percentage" - for each Plan Year, the ratios (expressed as a percentage and calculated separately for each Eligible Employee in a specified group) of (a) the total amount of Company Wage Reduction Contributions to (b) the Eligible Employee's aggregated Compensation for such Plan Year. Effective until January 1, 1997, for purposes of determining the Actual Deferral Percentage for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, any Compensation paid to a Family Member or any contribution made by the Company on such Family Member's behalf under Section 1 of Article III shall be treated as paid to or contributed on behalf of the Highly Compensated Employee. Such Family Member shall be disregarded in determining the Actual Deferral Percentage for Non-Highly Compensated Employees. In addition, the Actual Deferral Percentage for any Highly Compensated Employee for the Plan Year and who is a participant under two or more plans described in Section 401(k) of the Code which are maintained by the Company, shall be the sum of the Actual Deferral Percentages under each of such plans. (4) "Adjusted Employment Date" - the date arrived at when the Employee's prior Continuous Credited Service is subtracted, according to Section 2 of Article II, from the date on which the Employee first renders service entitling him/her to credit for an Hour of Service subsequent to a prior period of Continuous Credited Service. (5) "Affiliated Group" - means the Company and any and all other corporations, trades and/or businesses, the employees of which together with Employees of the Company are required, by the first sentence of Subsection (b) or Subsection (c) of section 414 of the 2 Code to be treated as if they were employed by a single employer. Each corporation or unincorporated trade or business that is or was a member of the Affiliated Group shall be referred to herein as an "Affiliated Group Member" or an "Affiliated Company" but only during such period as it is or was such a member. (6) "Code" - the Internal Revenue Code of 1986, as amended to date, and as it may hereafter be amended, or any successor statute of similar purpose. (7) "Committee" - the Defined Contribution Plan Committee established herein. (8) "Common Stock" - common stock of Cooper Tire & Rubber Company, which is intended to be 'employer securities' within the meaning of Section 409(l) of the Code, and 'qualifying employer securities' within the meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to acquire and hold Common Stock, and shall be an eligible individual account plan, as that term is defined in Section 407(d)(3)(A) of ERISA. (9) "Company" - Cooper Tire & Rubber Company and any of its subsidiary corporations which adopt this Plan. (10) "Company Contributions" - contributions made by the Company pursuant to Article IV of the Plan, other than Company Wage Reduction Contributions. (11) "Company Wage Reduction Contributions" - amounts transferred to the Plan by the Company pursuant to wage reduction arrangements between the Company and Participants, also sometimes referred to herein as Pre-tax Savings Plan Contributions. (12) "Compensation" - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time. Effective until January 1, 1997, in determining the compensation of a Participant for purposes of the limitation, the rules of section 414(q)(6) of the Code shall apply, except in applying such rules, the term family shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of the rules described in the preceding sentence the limitation of Section 401(a)(17) of the Code is exceeded, then the limitation shall be prorated among the affected individual's Compensation as determined under this section prior to the application of this limitation. 3 In addition to other applicable limitations set forth in the plan, and notwithstanding any other provision of the plan to the contrary, for plan years beginning on or after January 1, 1994, the annual compensation of each employee taken into account under the plan shall not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93) annual compensation limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For plan years beginning on or after January 1, 1994, any reference in this plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in this provision. If compensation for any prior determination period is taken into account in determining an employee's benefits accruing in the current plan year, the compensation for that prior determination period is subject to the OBRA '93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is $150,000. (13) "Continuous Credited Service" - the number of years aggregated under the provisions of Article II, Section 2, except that Continuous Credited Service prior to January 1, 1976, shall be calculated from the most recent Employment Date. (14) "Current Earnings" - net income before federal income taxes of the Company for its current fiscal year and before deducting any Company Contributions or ESOP Contributions to this Plan for such fiscal year determined on the basis of generally accepted accounting principles. (15) "Designated Beneficiary" - the beneficiary chosen by the Participant, in accordance with the provisions of Article VIII herein, to receive, upon the Participant's death, any benefit payable under this Plan by reason of the Participant's death. (16) "Eligible Employee" - any Employee who has satisfied the provisions of Section 1 of Article II. (17) "Employee" - any employee of the Auburn plant of the Company, whose terms and conditions of employment are determined through collective bargaining with the Union. To the extent required by Section 414(n) of the Code, the term "Employee" includes any person who is a "leased employee" of the Company or any other Controlled Group Member. For purposes of this Subsection, a "leased employee" means any person who, pursuant to an agreement between the Company or a Controlled Group Member and any other person ("leasing organization"), has performed services for the Company or 4 Controlled Group Member on a substantially full-time basis for a period of at least one year, and, effective January 1, 1997, such services are performed under the primary direction or control of the Company or Controlled Group Member. Contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the Company or a Controlled Group Member will be treated as provided by the Company or Controlled Group Member. A leased employee will not be considered an Employee of the Company or a Controlled Group Member, however, if (1) leased employees do not constitute more than 20% of the Company's or Controlled Group Member's non- highly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by a money purchase pension plan maintained by the leasing organization that provides (i) a non-integrated employer contribution rate of at least 10% of compensation, (ii) immediate participation and (iii) full and immediate vesting. All personal and relative pronouns, singular or plural, and words "person", "Employee", and "Employees" shall refer to both male and female Employees generally. (18) "Employment Date" - the date on which the Employee first completes an Hour of Service in the employ of the Company, whether or not that service is performed as an Employee. (19) "ESOP Account" - shall include all amounts in the Participant's Account that are transferred to the ESOP Account pursuant to Section 3 and Section 5 of Article V. The ESOP Account shall be established under the ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Company Contributions subaccount which will reflect the amount of Company Contributions in the ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto, and an ESOP Contributions subaccount which will reflect the amount of ESOP Contributions in the ESOP Account made pursuant to Article XVIII herein and allocated earnings attributable thereto. (20) "ESOP Contributions" - are the discretionary contributions made by the Company pursuant to Section 3 of Article XVIII. (21) "ESOP Feature" - is the portion of the Plan described in Article XVIII and shall be effective January 1, 2002. The ESOP Feature consists of the ESOP Account. (22) "Family Member" - effective until January 1, 1997, with respect to any Employee, such Employee's spouse and lineal ascendants and descendants and the spouses of such lineal ascendants and descendants. (23) "Highly Compensated Employee" - The term Highly Compensated Employee includes highly compensated active Employees and highly compensated former Employees. 5 For a particular Plan Year, effective January 1, 1997, a highly compensated active Employee means any Employee who: (i) was a 5-percent owner at any time during the current or the preceding Plan Year or (ii) for the preceding Plan Year received compensation from the Company in excess of the amount in effect for such Plan Year under Section 414(q)(1)(B) of the Code and was in the top-paid group of Employees for such preceding Plan Year. For the purposes of this Subsection, (i) the term "compensation" shall mean (A) for the period prior to January 1, 1998, the sum of an Employee's compensation under Section 415(c)(3) of the Code and the Employee's Pre-Tax Savings Plan Contributions (subject to the limitations of Section 401(a)(17) of the Code), and (B) for periods commencing on and after January 1, 1998, an Employee's compensation under Section 415(c)(3) of the Code (subject to the limitation of Section 401(a)(17) of the Code), and (ii) the term "top-paid group" shall mean that group of Employees of the Company consisting of the top 20 percent (20%) of such Employees when ranked on the basis of compensation paid by the Company during the Plan Year. A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Company during the determination year, and was a highly compensated active Employee for either the separation year or any determination year ending on or after the Employee's 55th birthday. This paragraph shall apply until January 1, 1997. If any Employee is, during a determination year or look-back year, a family member of either a 5 percent owner who is any active or former Employee or a Highly Compensated Employee who is one of the 10 most Highly Compensated Employees ranked on the basis of Compensation paid by the Company during such year, then the family member and 5 percent owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family member and 5 percent owner or top-ten Highly Compensated Employee shall be treated as a single Employee receiving compensation and Plan contribution or benefits equal to the sum of such Compensation and contributions or benefits of the family member and 5 percent owner or top-ten Highly Compensated Employee. For purposes of this section, family member includes the spouse, lineal ascendants and descendants of the Employee or former Employee and the spouses of such lineal ascendants and descendants. The determination of who is a Highly Compensated Employee, including the determination of the number and identity of Employees in the top-paid group, and the compensation that is considered, will be made in accordance with section 414(q) of the Code and the regulations thereunder. (24) "Hour of Service" - each hour for which an employee is paid, or entitled to payment, by the Company for the performance of duties or on account of a period of time during which no duties are performed due to vacation, holiday, jury duty, short-term military duty or funeral absence. Each hour for which an employee is not paid, or not entitled to payment, on account of a period of time during which the employee continues to accrue 6 Continuous Credited Service while under an approved leave of absence for illness, incapacity or disability, long-term military duty or personal reasons. Each hour for which an employee is paid back pay, regardless of mitigation of damages, except for hours previously credited for the same period, or severance pay. Hours of Service shall not be credited due to payments received by an employee from a plan maintained for the sole purpose of complying with applicable worker's or unemployment compensation laws, complying with disability insurance laws, or reimbursement of medical or medically related expenses. Such hours shall be credited as specified in Section 201 of the Employee Retirement Income Security Act of 1974, as amended, and as specified at Title 29, Code of Federal Regulations, 2530.2O0b. Hours of Service performed at premium rates (such as holiday pay overtime or shift differential) shall be credited as single Hours of Service, regardless of the rate of compensation in effect for such service. If an Employee is absent from work for any period which commences on or after the Effective Date: (a) by reason of the pregnancy of the Employee, (b) by reason of the birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (d) for purposes of caring for any such child for a period beginning immediately following such birth or placement, and the absence is permitted under the Company-Union basic labor agreement, the Employee shall not, solely by reason of such absence, be considered to have incurred a Severance Date for purposes of participation and for determining his/her vested interest until the expiration of the consecutive twenty-four (24) month period commencing on the first day of the absence. If an Employee is absent from work for any period for any reasons referred to in subparagraphs (a), (b), (c) and (d) of this subsection, and such period includes the last day of the Plan Year, the Employee shall be deemed to be employed on such date for purposes of Section 3 of Article II. (25) "Investment Option" - one of those forms of investment which are available to a Participant to invest Company Wage Reduction Contributions, vested Company Contributions and related earnings under the Plan. (26) "Leave of Absence" - leave of absence granted by the Company due to illness or injury, required U.S. Military Service, or other special leave of absence set forth in the Company-Union basic labor agreement, under which all Participants in similar circumstances shall be treated alike. 7 (27) "Non-ESOP Account" - shall include all Pre-Tax Savings Plan Contributions, Company Contributions, and Transfer Contributions made to the Plan pursuant to Articles III and IV of the Plan; except that the Non-ESOP Account shall not include any portion of such contributions transferred to the Participant's ESOP Account pursuant to Section 3 and Section 5 of Article V. The Non-ESOP Account shall be established under the Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, and a Company Contributions subaccount which will reflect the amount of Company Contributions in the Non-ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto. (28) "Non-ESOP Feature" - is the portion of the Plan, on and after January 1, 2002, (a) which is not included within the ESOP Feature, (b) which is intended to qualify as a profit sharing plan under Code Section 401(a), and (c) which includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k). The Non-ESOP Feature consists of the Non-ESOP Account. (29) "Non-Highly Compensated Employee - any Eligible Employee who is neither a Highly Compensated Employee nor, effective until January 1, 1997, a Family Member of a Highly Compensated Employee. (30) "Normal Retirement Date" - the later of the day the Participant attains age sixty-five (65) or the completion of five (5) years of participation in the Company's Auburn Hourly Employees' Retirement Plan. (31) "One-Year Break in Service" - a Plan Year during which a Participant has five hundred (500) or fewer Hours of Service. Temporary excused absences, including military leave, shall not constitute a One-Year Break in Service. Further, solely for the purpose of determining whether a Participant has incurred a One-Year Break in Service, Hours of Service shall be recognized for "maternity and paternity leaves of absence." A "maternity or paternity leave of absence" shall mean, for Plan Years beginning after December 31, 1984, an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a One-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the plan administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a "maternity or paternity leave of absence" shall not exceed five hundred one (501). 8 (32) "Participant" - any person who has been admitted to participation in this Plan pursuant to the provisions of Article II. The term "Participant" shall include active Participants (those currently eligible to share in Company Contributions and ESOP Contributions, if any), inactive Participants (those individuals who are employed by the Company and have been active Participants but are not eligible to share in Company Contributions or ESOP Contributions), and any former Employee who has an Account under the Plan. (33) "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be modified or amended from time to time. Effective January 1, 2002, the Plan consists of the ESOP Feature and the Non-ESOP Feature. (34) "Plan Year" - except as otherwise provided herein, a Plan Year shall be the calendar year beginning January 1 and ending December 31. With respect to each person becoming employed by the Company or an Affiliated Company, for purposes of eligibility to participate herein, the initial Plan Year shall be the calendar year which commences coincident with or immediately following the Employee's Employment Date. (35) "Pre-tax Savings Plan Contribution" - the percentage of a Participant's Compensation which the Company contributes to the Plan pursuant to a wage reduction agreement, under which a Participant elects to forego a percentage of such Compensation, reduced for purposes of the Plan, also sometimes referred to as a Company Wage Reduction Contribution. (36) "Severance Date" - the earliest of (a) the date on which the Employee retires, dies, quits, or is discharged or (b) the date on which the Employee ceases to accrue Continuous Credited Service in accordance with the Company-Union basic labor agreement provisions for leave of absence; but in no event shall the Severance Date, as defined in (a) and (b), be earlier than the first anniversary of the first day of a period throughout which the Employee remains absent, with or without pay, from the service of the Company by reason of the absence. (37) "Severance Period" - the period of time between the Employee's Severance Date and the date on which he again performs an Hour of Service. (38) "Total and Permanent Disability" - a condition of a Participant as the result of bodily injury or disease from an unavoidable cause which prevents such Participant from being physically able to meet his/her present job requirements as the same existed at the time of the Participant's cessation of service due to such condition and which disability will (in the opinion of a qualified physician designated by the Committee) presumably be permanent and continuous during the remainder of his/her life. Such condition shall be deemed to have resulted from an unavoidable cause unless it: (a) was contracted, suffered or incurred while the Participant was engaged in, or resulted from having engaged in, a felonious enterprise, or (b) resulted from habitual drunkenness or addiction to hallucinogenic and/or narcotic drugs not prescribed by a qualified physician for treatment of a condition other than drug addiction, or 9 (c) resulted from an intentional self-inflicted injury or self-induced sickness. (39) "Transaction Period" - a period defined in Article XV herein during which certain rules and regulations, as established by the Committee and the Trustee, shall govern all transactions relating to securities. (40) "Transactions" - all purchases, sales, redemptions or other dispositions of securities by the Trustee under the Plan. (41) "Transfer Contributions" - those amounts transferred to the Plan on behalf of an Employee from another plan qualified under Section 401(a) of the Code as described in Article III, Section 8. (42) "Trustee" - the Trustee or Trustees designated by the Company as provided herein. (43) "Trust Fund" - assets of the Plan and Trust as the same shall exist from time to time. (44) "Unvested" - that portion of a Participant's Account balance which is not vested pursuant to Article VI herein. (45) "Vested" - that portion of a Participant's Account balance to which he/she has a nonforfeitable right pursuant to Article VI herein. 10 ARTICLE II ELIGIBILITY AND PARTICIPATION SECTION 1. ELIGIBILITY Any Employee of the Company eligible for membership in the Union who has completed thirty days of Continuous Credited Service is eligible to participate in the Plan. Notwithstanding the foregoing, no Employee who serves only as a leased employee as defined in Section 414(n) of the Code shall be covered by the Plan or deemed to be a Participant. SECTION 2. CONTINUOUS CREDITED SERVICE (a) Continuous Credited Service for purposes of computing eligibility shall be defined as the period of time (as computed by completed 1/12ths of a year) between the Employee's Employment Date or Adjusted Employment Date and the current date or the Employee's most recent Severance Date. (b) Any person who incurs a Severance Period after January 1, 1990, shall have Continuous Credited Service restored on the following basis: (1) A person who before the Severance Date had established a nonforfeitable right to any vested benefit will for all purposes have pre-Severance Period and post-Severance Period Continuous Credited Service aggregated to create an Adjusted Employment Date. (2) A person who before the Severance Date had not established a nonforfeitable right to any vested benefit will have Continuous Credited Service restored on the following basis to create an Adjusted Employment Date: (i) If the Severance Period is less than the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall be aggregated with any Continuous Credited Service after the Severance Period to create an Adjusted Employment Date for all purposes. Such aggregation of Continuous Credit Service shall not include any period of time during the Severance Period. (ii) If the Severance Period equals or exceeds the greater of five (5) years or the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall not be aggregated and the Employee shall become a Participant as specified in Section 3 of this Article. 11 SECTION 3. PARTICIPATION An Employee described in Section 1 will become a Participant in the Plan upon satisfaction of all the following requirements: (a) completion of thirty days of Continuous Credited Service, (b) receipt by the Committee of a completed application, (c) agreement to an appropriate payroll deduction from his/her Compensation, (d) agreement to accept a reduction of his/her Compensation equal to the whole percentage of his/her Compensation per payroll period he/she elects to have contributed by the Company as a Pre-tax Savings Plan Contribution. A Participant shall cease to be eligible to make contributions to the Plan and to share in Company Contributions or ESOP Contributions under the Plan when he/she is no longer an Employee due to: resignation, termination, retirement, death, Total and Permanent Disability, or otherwise ceasing to be an Employee or the Participant's voluntary election to suspend participation pursuant to Article VII hereof. Participation in the Plan will cease when the Employee or former Employee no longer has an Account under the Plan. A Participant who voluntarily ceases Active Participation from this Plan while still an Employee accumulating Continuous Credited Service shall be ineligible to resume Active Participation for a period of twelve (12) months from the date Active Participation last ceased. Notwithstanding the above paragraph, a Participant who retires under the Company's Auburn Pension and Insurance Agreement may elect to continue to be a Participant in the Plan and maintain an Account until the earlier of the date he/she withdraws the balance in his/her Account or April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. After the effective date of such retirement, such a Participant shall not be entitled to make contributions to the Plan or share in the allocation of Company Contributions or ESOP Contributions. Participation in the Plan by Eligible Employees shall be voluntary. 12 ARTICLE III PARTICIPANTS' CONTRIBUTIONS SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION To be an Active Participant, an eligible individual must have made on his/her behalf or agree to make a Pre-tax Savings Plan Contribution in the following manner: (a) A Participant may agree to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution, an amount, at his/her election, not to exceed the lesser of: (i) 15% of his/her Compensation or (ii) $7,979 (or such greater amount as determined by the Secretary of Treasury). In calculating the limit under Code Section 402(g) for purposes of Code Section 401(k), the amounts to be deferred by an eligible Employee under each plan for which he/she is eligible to make wage deferrals will be aggregated by treating all cash or deferred arrangements under which the Employee is eligible as a single arrangement. If the limit set forth by Code Section 402(g) is exceeded, then the deferrals in excess of the limits must be distributed by April 15 of the following year. Such reduction in Compensation must be made at the time the Participant would normally receive his Compensation from the Company. (b) A Participant, by agreeing to have contributed on his/her behalf a Pre-tax Savings Plan Contribution, shall enter into a written wage reduction agreement with the Company. The terms of such reduction agreement shall provide that the Participant accepts a reduction in his/her Compensation from the Company equal to any whole percentage of his/her Compensation per pay period which he/she elects to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution. (c) Pre-tax Savings Plan Contributions shall be fully vested and nonforfeitable at all times. (d) The Company may amend or revoke its wage reduction agreement with any Participant at any time, if the Company determines that such revocation or amendment is necessary to insure that contributions by or on behalf of a Participant for any Plan Year will not exceed the limitations of Section 415 or to insure that the discrimination tests of section 401(k) of the Code are met for such Plan Year. (e) If a Participant's Compensation for any Plan Year is such that he or she is a Highly Compensated Employee for the Plan Year, the actual deferral percentage test of Section 401(k)(3) of the Code will be met. The Plan incorporates by reference the provisions of Sections 401(k)(3) of the Code and regulation Section 1.401(k) - 1(b) thereunder. 13 SECTION 2. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS All contributions made by or on behalf of a Participant are subject to the limitations imposed by section 401(k), and section 415 of the Code as further set forth in Article XII hereof. The maximum amount of such contributions is limited under Section 401(k)(3) determined by reducing contributions made on behalf of Highly Compensated employees in order of their contribution percentages beginning with the highest of such percentages. SECTION 3. CHANGING CONTRIBUTION PERCENTAGE The contribution percentage(s) designated by a Participant shall continue in effect, notwithstanding any change in his/her Compensation, until he/she shall change such contribution percentage(s). A Participant may elect, at any time, but not less than thirty (30) days from the last change in contribution percentage(s) to increase or decrease the contribution percentage(s) within the applicable limits to be effective as soon as practicable after receipt of notice of change. SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES Each Participant's Pre-tax Savings Plan Contributions shall be in whole multiples of 1% of Compensation, subject to adjustment pursuant to Section 5 hereof. SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS (a) Each Pre-tax Savings Plan Contribution made by the Company on behalf of a Participant shall be transferred to the Plan pursuant to the terms of a written wage reduction agreement between such Participant and the Company. A Participant's wage reduction agreement shall be modified automatically to correspond to the change in the amount of the Pre-tax Savings Plan Contributions made on his/her behalf as set forth in Section 3 hereof. (b) The tentative wage reduction amount set forth in any wage reduction agreement shall be in any amount as the Participant shall elect, but shall be not less than 1% and not more than 15% of Compensation of such Participant. Tentative wage reductions shall become final, and then shall constitute Pre-tax Savings Plan Contributions, only after the Company or the Committee has made such adjustments thereto as they (or either of them) deem necessary to maintain the qualified status of this Plan or to maintain the status of any portion of this Plan as a qualified cash or deferred arrangement under section 401(k) of the Code. (c) All amounts withheld pursuant to a wage reduction agreement and thereafter contributed to the Plan as Pre-tax Savings Plan Contributions shall be so delivered only if the Company in good faith believes that such amounts do not exceed the amounts permissible pursuant to the limitations hereinabove set forth. If any amount shall be withheld from the Compensation of a Participant pursuant to a wage reduction agreement which exceeds the maximum amount permissible 14 pursuant to Section 5(b) hereof, and if such amount is contributed to the Plan as a Pre-tax Savings Plan Contribution by way of a mistake of fact, it shall be refunded to the Company and shall thereafter be paid as promptly as practicable (subject, however, to the withholding of taxes and other amounts as though such amount were current compensation) by the Company to the Employee from whose Compensation such amount was obtained pursuant to a wage reduction agreement. SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS Company Wage Reduction Contributions shall be transferred by the Company to the Trustee as soon as practicable, but not less than monthly. All payments so made by the Company shall be reported to the Committee. All such contributions shall be appropriately credited to the Account of each Participant by the Trustee. SECTION 7. VETERANS Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and Continuous Credited Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. "Qualified military service" means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. SECTION 8. TRANSFER CONTRIBUTIONS The Trustee is authorized to accept on behalf of a Participant, and hold as part of a Participant's Account, assets from a trustee of another plan qualified under Section 401(a) of the Code, provided that such other plan permits such a transfer and provided that the Committee approves such transfer from such other plan. All amounts so transferred to a Participant's Account shall be referred to herein as "Transfer Contributions." SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature to the ESOP Feature. 15 ARTICLE IV COMPANY CONTRIBUTIONS SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS The Company shall contribute to the Trustee out of Current Earnings for that fiscal year or, at its discretion as set forth below out of its accumulated earnings, in cash or in its treasury or authorized but unissued Common Stock the value of which shall be computed at the applicable fair market value on the date of contribution by the Company, an amount equal to the lesser of: (a) the aggregate of seventy-five percent (75%) of all Pre-Tax Savings Plan Contributions which represent up to four percent (4%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1), or (b) an amount equal to fifteen percent (15%) of the Company's Current Earnings for such year in excess of ten percent (10%) of the stockholder's equity of the Company at the beginning of such year. The Company's Board of Directors may, at its discretion, waive the limitations in paragraph (b) above and contribute to the Trustee out of Current Earnings for that fiscal year or its accumulated earnings an amount not to exceed the limitations in paragraph (a) above. The Company will not match, nor allocate its contributions to, any portion of Pre-Tax Savings Plan Contributions which represent an amount in excess of four percent (4%) of a Participant's Compensation during each Plan Year. Company Contributions will be subject to the nondiscrimination test pursuant to Section 401(m)(2) of the Code. For any Plan Year the contribution percentage for eligible Highly Compensated Employees shall not exceed the greater of: (a) 125 percent of such percentage for all other Eligible Employees, or (b) the lesser of 200 percent of such percentage for all other Eligible Employees, or such percentage for all other Eligible Employees plus 2 percentage points. For nondiscrimination testing purposes, the multiple use rules pursuant to Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is required, Pre-Tax Savings Plan Contributions will be distributed as provided by Regulation Section 1.401(m)-2)(c). At any time corrections are required to either the nondiscrimination test or multiple use rules by distributing Pre-Tax Savings Plan Contributions any related Company Contributions will also be distributed or forfeited to avoid discrimination. SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS The Company shall contribute with respect to each Plan Year the aggregate of the Company Wage Reduction Contributions for such Plan Year, as determined pursuant to wage reduction 16 agreements in force between the Company and Participants in the Plan. Company Wage Reduction Contributions shall be fully Vested and nonforfeitable at all times. SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS The Company Contributions for each fiscal year shall be allocated by the Trustee to each Participant's Account in proportion to seventy-five percent (75%) of each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up to an aggregate contribution thereof of four percent (4%) of a Participant's Compensation for such year. If a Participant or Designated Beneficiary becomes entitled to distribution of his/her Account under the Plan as a result of the Participant either retiring from the Company under one of its retirement programs (except a Deferred Vested Pension), suffering a Total and Permanent Disability or dying and Pre-Tax Savings Plan Contributions have been made on his/her behalf to which Company Contributions, if any, are allocated in the year in which such event (retirement, Total and Permanent Disability, or death) occurred, such Participant shall be entitled to share in the Company Contribution which it may make with respect to such year, as herein provided, as if such event had not occurred. There shall be directly and promptly allocated to the Pre-Tax Savings Plan Contributions subaccount of each Participant the Company Wage Reduction Contributions, as set forth in Section 2 hereof. Company Contributions will be allocated to the Participant only if the Participant is employed on the last day of the Plan Year, except in the case of retirement, Total and Permanent Disability or death. SECTION 4. REPORTING THE CONTRIBUTIONS The Company Contributions and Company Wage Reduction Contributions shall be reported to the Committee by the Company. SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS To the extent that the deductibility thereof is subsequently denied, each Company Contribution and each Company Wage Reduction Contribution made by the Company pursuant to the provisions of this Article IV hereof is hereby made expressly contingent upon the deductibility thereof for federal income tax purposes for the year with respect to which such contribution is made. Each such contribution is further contingent upon the maintenance of qualified status by the Plan for the year with respect to which such contribution is made, to the extent that the loss of qualified status would deprive the Company of the deduction taken for such contribution. SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS All contributions made by the Company are made for the exclusive benefit of the Participants and their beneficiaries, and such contributions shall not be used for nor diverted to purposes other than for the exclusive benefit of the Participants and their beneficiaries, including the costs of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, refunds of 17 Company Contributions shall be made to the Company under the following circumstances and subject to the following limitations, to the extent that such refunds do not, in themselves, deprive the Plan of its qualified status: (a) To the extent that a Federal income tax deduction is disallowed for any Company Contribution, the Trustee shall refund to the Company the amount so disallowed within one (1) year of the date of such disallowance. (b) In the case of a contribution, or for any Company Wage Reduction Contribution, which is made in whole or in part by reason of a mistake of fact, so much of the Company Contribution as is attributable to the mistake of fact shall be returnable to the Company upon demand, upon presentation of evidence of the mistake of fact to the Trustee and of calculations as to the impact of such mistake of fact. Demand and repayment must be effected within one (1) year after the last installment payment of the contribution to which the mistake applies. In the event that any refund of amounts contributed under Section 1 hereof is paid to the Company, such refund shall be made without interest and shall be deducted from among the Company Contributions subaccount of Participants only to the extent that the amount of the refund can be identified to specific Participants (as in the case of certain mistakes of fact). Refunds of amounts contributed pursuant to Section 2 hereof (relating to contributions attributable to wage reduction) are treated at Section 6 of Article III. Notwithstanding any other provision of this Section 6, no refund shall be made to the Company which is specifically chargeable to the Account of any Participant in excess of one hundred percent (100%) of the amount in such Account, nor shall a refund be made by the Trustee of any funds, otherwise subject to refund hereunder, which have been distributed to Participants and/or beneficiaries. In the case that such distributions become refundable, the Company shall have a claim directly against the distributee to the extent of the refund to which it is entitled. All refunds pursuant to this Section 6 shall be limited in amount, circumstance and timing to the provisions of Section 403(c) of the Employee Retirement Income Security Act of 1974, as amended, and no such refund shall be made if, solely on account of such refund, the Plan would cease to be a qualified Plan pursuant to Section 401(a) of the Code. SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS Each Company Contribution shall be sent to the Trustee as promptly as practicable following the determination of the amount thereof, and, in any event, on or before the date established by law (including any extension thereof) for the filing of the Company's federal income tax return for the taxable year with respect to which such Company Contribution is made. Contributions made pursuant to Section 2 hereof shall be made no later than the date specified in the preceding sentence, and shall be made at such earlier dates as may be practicable provided, however, that no wage reduction amount shall be held by the Company without contributing same to the Plan for a period longer than the longest period that is permissible under regulations published under Section 401(k) of the Code, and, in any event, amounts contributed under 18 Section 2 hereof with respect to any Plan Year shall be deemed credited to the Pre-Tax Savings Plan Contributions subaccount of the Participant not later than the last day of such Year. SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article IV, the Company Contributions and Company Wage Reduction Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature and ESOP Feature. ARTICLE V INVESTMENT OF CONTRIBUTIONS SECTION 1. INVESTMENT OF FUNDS Except for Unvested Company Contributions and, subject to Section 4 of Article XVIII, ESOP Contributions, the amounts in a Participant's Account may be invested on behalf of such Participant in one or more of the following Investment Options, at the Participant's discretion: (a) Option A: Cash with Interest. - Cash will be invested in a fixed income account with a bank, insurance company, or an investment adviser registered under the Investment Advisers Act of 1940. (b) Option B: Mutual Fund(s). - Cash will be invested in one or more mutual funds approved by the Committee and made available to Participants. (c) Option C: A fund comprising a pooled account of Common Stock of the Company. The amounts credited to a Participant's Account from, subject to Section 4 of Article XVIII, the ESOP Contributions and Unvested Company Contributions shall be invested in the Common Stock fund. SECTION 2. INSTRUCTIONS TO THE TRUSTEE A Participant will instruct the Trustee in writing as to the manner in which his/her contributions in his/her Account, other than Company Contributions and ESOP Contributions, shall be invested in any one or more of the Investment Options in such proportions as he/she sees fit, except that the amounts so specified shall be in multiples of one percent (1%). A Participant may likewise instruct the Trustee with respect to the retention or investment of the Vested portion of the Company Contributions subaccount and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount allocated to his/her Account, subject to the same limitations as apply to the investment of the contributions in his/her Account other than Company Contributions. Investment instructions with respect to the contributions in his/her Account other than Company Contributions and ESOP Contributions, and with respect to the Vested portion of the Company Contributions and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount 19 may be different, both as to the kind of investment and as to the relative amounts to be invested in such investments. Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the Unvested portion of the Company Contributions subaccount shall remain invested in the Common Stock fund. SECTION 3. TRANSFER TO THE ESOP FEATURE Effective January 1, 2002, any amount of the Participant's Non-ESOP Account invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the contributions comprising such amounts invested in the Common Stock fund were made to the Plan. Notwithstanding the foregoing, any amount in a Participant's Account that is attributable to contributions made to the Plan prior to January 1, 2002 and that is invested in the Common Stock fund on December 31, 2001 shall be transferred to the Participant's ESOP Account effective as of January 1, 2002. SECTION 4. TRUSTEE OPTIONS The Trustee is authorized to purchase treasury or authorized but unissued Common Stock of and from the Company, if offered by it, at the applicable fair market value. SECTION 5. CHANGING OF INVESTMENTS As to the investment of future contributions with respect to which the Participant has investment discretion, the Participant shall have the right, at any time, but not more often than once daily, to instruct the Trustee to change the amounts to be invested in any Investment Option(s) for all his/her contributions. A Participant shall instruct the Trustee pursuant to this Section 5 with regard to the investment of any portion of the Participant's Account attributable to Transfer Contributions. Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of this Article V, any amount that the Participant chooses to invest in the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account on and after January 1, 2002, subject to transfer to the Participant's ESOP Account. Effective January 1, 2002, any such amount invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the investments were changed into the Common Stock fund. On and after January 1, 2002, any amount that the Participant chooses to invest in any Investment Option(s) other than the Common Stock fund, pursuant to this Section 5, shall beheld in the Participant's Non-ESOP Account. All such directions to sell or to redeem securities held in the Participant's Account or to reinvest the proceeds and all changed investment directions shall become effective during the Transaction Period, as such term is defined in Section 1 of Article XV. All such directions received and completed prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the close of the business day of receipt of such directions. All such directions received and completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the following day when both the Trustee and the New York Stock Exchange are open for business. 20 SECTION 6. EARNINGS FROM INVESTMENTS Except as provided in Section 6 of Article XVIII, earnings from the Investment Options shall be reinvested in the Investment Option producing such earnings. SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS Any funds in the hands of the Trustee as to which the Participant has instructed the Trustee to invest in any given Investment Option but which temporarily remains uninvested may be held by the Trustee in cash. Shares of Common Stock shall be in full shares only, with no fractional shares being purchased or held. Amounts creditable to the Accounts of Participants which cannot be invested in the Investment Option selected because such amounts are insufficient to purchase a full share of Common Stock shall be temporarily held pursuant to this Section 6 as uninvested funds for the benefit of the Account to which such amount is allocate. SECTION 8. SELECTION OF INVESTMENT OPTION The selection of an Investment Option by a Participant will be entirely the responsibility of such Participant. Neither Trustee, the Committee, the Company, nor any of its personnel shall be empowered to advise a Participant as to the manner in which the amounts credited to any Account shall be invested. The fact that a security is available to Participants for investment under this Plan shall not be construed as a recommendation for the purchase of that security, nor shall the designation of any Investment Option impose any liability on the Trustee, the Committee, the Union, the Company, or any of its personnel. 21 ARTICLE VI VESTING OF CONTRIBUTIONS SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS A Participant shall have a nonforfeitable interest in his/her Account balance to the extent that it is attributable to contributions made by him/her or on his/her behalf including (but not limited to) Company Wage Reduction Contributions (but not including Company Contributions), at all times (subject to the terms and conditions of Articles IX and XI), and in all assets in his/her Account attributable thereto. SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes five (5) years of Continuous Credited Service (Article II, Section 2). For Participants with five (5) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account. Notwithstanding the foregoing, a Participant shall at all times be Vested in any earnings and dividends paid on the investments of Unvested Company Contributions and ESOP Contributions held in the Participant's Account. Full one hundred percent (100%) vesting shall also occur upon attainment of the Participant's Normal Retirement Date. Should a Participant terminate participation in the Plan by reason of any of the following, all Company Contributions and ESOP Contributions will become one hundred percent (100%) Vested to the Participant: (a) Total and Permanent Disability (b) Death (c) Termination of the Plan, (or partial termination of the Plan if the Participant is affected thereby), or (d) Complete and final discontinuance of Company Contributions. If a Participant terminates employment at a time when his/her Company Contributions and ESOP Contributions are Unvested, such Unvested contributions shall be forfeited upon the earlier of (i) the distribution to the Participant of the Vested portion of his/her Account or (ii) the close of five consecutive Severance Periods after such termination of employment. SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest provided restoration is made prior to the attainment of five (5) years Continuous Credited Service by the Participant. 22 ARTICLE VII SUSPENSION OF PARTICIPATION SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER In the event that a Participant is transferred to a job with the Company which renders such Participant ineligible to participate actively in this Plan, then, in such event, such Participant's Active Participation shall be deemed to be suspended. However, during the period of suspension the Participant's Account shall continue to be vested as if no suspension had occurred. Such suspension shall remain in effect until: (a) the Participant is transferred to a job whereby he/she would be re-eligible to be an active Participant in the Plan, or (b) a termination occurs pursuant to Article XI of the Plan. 23 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED SECTION 1. APPLICATION OF FORFEITURES All Company Contributions and ESOP Contributions forfeited in accordance with Article VI, Section 2 shall be used to reduce the Company's subsequent contributions to the Plan. However, such forfeited Company Contributions and ESOP Contributions will be restored to the Participant's Account should the Participant exercise restoration rights as defined in Section 7 of Article XI. In the event that the Plan is terminated, any forfeitures not previously applied to reduce Company Contributions shall be credited (on the basis of each individual Participant's current year Compensation as a ratio to the total current year Compensation of all Participants) to the Accounts of all Participants entitled to share in the allocation of Company Contributions at the time of such termination. SECTION 2. TREATMENT OF FORFEITED SECURITIES Forfeited securities shall be converted to cash and be invested by the Trustee; such cash shall be applied to the reduction of the next contribution by the Company. Upon forfeiture of a portion of the Company Contributions or ESOP Contributions, the Trustee shall sell such amount of the securities allocated to the Participant's Account as may be necessary to effect the forfeiture. 24 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS SECTION 1. WITHDRAWAL EVENTS No amount may be withdrawn by a Participant from Company Wage Reduction Contributions, Company Contributions, or ESOP Contributions earlier than the occurrence of hardship (see Section 2 below) or one of the following events: (a) the Participant's retirement, death, Total and Permanent Disability, or termination of Employee status; (b) termination of the Plan without establishment of a successor plan; (c) the Participant's attainment of age 59 1/2; (d) the sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation; (e) the sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. (f) An Eligible Rollover Distribution by a Distributee to an Eligible Retirement Plan in accordance with the provisions of Article XI, Section 6. SECTION 2. HARDSHIP WITHDRAWALS If a Participant requests a hardship withdrawal prior to the occurrence of an event in Section 1 above, such request will require the consent of the Committee and such consent shall be given only if, under uniform rules, the Committee determines that (a) the purpose of the withdrawal is to meet immediate and heavy financial needs of the Participant, (b) the amount does not exceed such financial need, and (c) the amount of the withdrawal is not immediately available from the resources of the Participant. A withdrawal made on account of hardship must be made first, from Company Contributions and earnings (if Vested) and then only from Company Wage Reduction Contributions of the Participant, and not from earnings credited thereto. 25 Employees who make a hardship withdrawal may not make elective contributions for the tax year following the tax year of distribution, greater than the Code Section 402(g) limit minus the elective contributions for the year of distribution. SECTION 3. FREQUENCY OF WITHDRAWALS Except for distribution at retirement, disability, or death, [Article XI, Section 2(b)], withdrawals may not be made more frequently than once in any twelve (12) month period. 26 ARTICLE X DESIGNATION OF BENEFICIARY Each Participant must file with the Committee a written designation of a Designated Beneficiary or Beneficiaries in the form prescribed by the Committee with respect to all or part of the securities and cash held for the account of such Participant. Such Designated Beneficiary shall be a Participant's spouse or, if he/she has no spouse or his/her spouse consents (in the manner hereinafter described in this Article) to the designation hereinafter provided for in this Article, such person or persons other than, or in addition to, his/her spouse as may be designated by a Participant as his/her death beneficiary under the Plan. Such a designation may be made, revoked or changed only by an instrument (in form acceptable to the Committee) which is signed by the Participant, which includes his/her spouse's written consent to the action to be taken pursuant to such instrument (unless such action results in the spouse being named as the Participant's sole Beneficiary), and which is filed with the Committee before the Participant's death. A spouse's consent required by this Article shall be signed by the spouse, shall acknowledge the effect of such consent, shall be witnessed by a member of the Committee or by a notary public and shall be effective only with respect to such spouse. At any time when all the persons designated by the Participant as his/her Designated Beneficiary have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or, if he/she does not then have a spouse, the Participant's estate. If a Participant has no spouse and he/she has not made an effective Beneficiary designation pursuant to this Article, his/her Designated Beneficiary shall be his/her estate. 27 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS Subject to the provisions of Section 3 of this Article, distributions may be made to a Participant or the Designated Beneficiary, as the case may be, upon the occurrence of the following stated events: (a) Termination of a Participant's participation in the Plan, or cessation of the Participant's right to share in the allocation of the Company Contributions or ESOP Contributions made to the Plan (other than a temporary cessation on account of a temporary suspension of Participant contributions), or (b) Termination of the Plan without establishment of a successor plan, or (c) The sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation, or (d) The sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. Effective as of January 1, 1998, if the present value of any nonforfeitable accrued benefit, at the time of distribution or at the time of any subsequent distribution, exceeds $5,000 such benefit may not be immediately distributed without the consent of the Participant. SECTION 2. TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN A Participant's Active Participation in the Plan will be terminated if he/she: (a) Voluntarily elects to cease contributions to the Plan, (b) Terminates employment from the Company voluntarily or involuntarily, (c) Retires from the Company under one of its retirement programs, (d) Suffers a Total and Permanent Disability, (e) Dies. (f) Becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan. 28 SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS If a Participant terminates employment with the Company, either voluntarily or involuntarily, before the Company Contributions or ESOP Contributions are Vested, the Participant will receive the then current market value of the larger of: (a) the Participant's Pre-Tax Savings Plan Contributions, plus all earnings (not to exceed the current market value of the entire Account), or (b) the current market value of the entire Account less the Unvested Company Contributions and Unvested ESOP Contributions. If a Participant, who remains an employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan before any of the Company Contributions or ESOP Contributions are Vested, he/she will receive the amount described above in this Section 3, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Subject to Article XI, Section 1, if a Participant terminates employment with the Company after Company Contributions and ESOP Contributions are Vested, the Participant will receive the then current market value of the entire Account when he/she elects to make a voluntary withdrawal. If a Participant, who remains an Employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions and ESOP Contributions are Vested, or remains in a job whereby he/she is ineligible to be an active Participant in the Plan, he/she will receive the amount described above in this Section 4, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains employed by the Company and who has attained age 59 1/2, voluntarily elects to withdraw from the Plan after he/she becomes Vested in Company Contributions and ESOP Contributions credited to his/her Account, he/she will receive the entire amount described in this Section 4 as if he/she had terminated employment with the Company. SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY If a Participant dies, retires or suffers a Total and Permanent Disability, the Participant or Designated Beneficiary will receive the then current market value of his/her Account. Distribution will not occur upon retirement or Total and Permanent Disability in the event a Participant elects to defer the commencement of distribution in accordance with Section 6 of this Article. SECTION 6. DISTRIBUTION OF ACCOUNTS 29 (a) Form of Distribution of Accounts to a Participant During His/Her Lifetime: If a Participant terminates participation in the Plan, due to a separation from service or, if earlier, age 59 1/2, distribution shall be made, subject to other limitations of this Plan, by one of the following methods as he/she shall elect: (1) Payment in cash, or (2) If the Participant has selected one or more of the Investment Options: (i) payment in cash, (ii) payment in securities held for the Participant's Account, or (iii) a combination of (i) and (ii) above at the option of the Participant. (b) Distribution of Cash and/or Securities Distribution of cash and/or securities to a Participant who either (i) retires from the Company under one of its retirement programs, (ii) suffers a Total and Permanent Disability, or (iii) dies, or (iv) becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan, shall be made, at the Participant's or Designated Beneficiary's option, in one of the following forms: (1) A single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan, (2) Two (2) installment distributions, with the first installment to be at least fifty percent (50%) of the Participant's Account balance (as determined in Section 3, 4 or 5 of this Article) and to begin within ninety (90) days from the date the Participant terminated participation in this Plan, and the second and final installment to include the remainder of the Account balance and to be received within twenty-four (24) months after the date the Participant terminated participation in this Plan. (3) For events described in Section 1(c) or 1(d) of this Article, distribution will be made in a lump sum as provided by Section 401(k)(10) of the Code. Distribution of cash and/or securities to a Participant who voluntarily elects to withdraw from the Plan or terminates employment from the Company, voluntarily or involuntarily, shall be made in a single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan. Notwithstanding the foregoing, a Participant who retires from the Company under one of its retirement programs (except a deferred vested pension) may elect to defer the commencement of distribution and remain a Participant in this Plan until no later than 30 April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. Should the Participant fail to select a form of distribution as previously described, the final distribution will be made in a single distribution as described in Section 6(b) (1) of this Article, in the form of the Investment Option(s) then in the Account. If a Participant should die before (all) distribution(s) has (have) been made, such distribution(s) shall be made to the Designated Beneficiary. (c) Distribution in Case of the Death of a Participant While an Employee In the event of the death of a Participant while an Employee, distribution shall be made in accordance with Article X. Each Designated Beneficiary shall make an appropriate election as provided in Section 6(b) of this Article. If the Designated Beneficiary should die before the final distribution has been made then such final distribution shall be made to the legally appointed representative(s) of the Designated Beneficiary. (d) Direct Rollover of Eligible Rollover Distributions This subsection 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 subsection, a Distributee, as defined under paragraph (1)(iii) of this subsection, may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an Eligible Rollover Distribution, as defined under paragraph (1)(i) of this subsection, paid directly to an Eligible Retirement Plan, as defined under paragraph (1)(ii) of this subsection, specified by the Distributee in a Direct Rollover, as defined under paragraph (1)(iv) of this subsection. (1) Definitions (i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, the portion of any distribution that is not includible in gross income, such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and, effective January 1, 1999, any "hardship" distribution (as defined in Code Section 401(k)). 31 (ii) 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. (iii) Distributee: A Distributee includes a Participant or the Participant's surviving spouse or Participant's former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code. (iv) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. (e) Miscellaneous Provisions Relating to Distributions Any distribution to which a Participant or the Designated Beneficiary may be entitled shall have deducted therefrom all incident expenses and/or taxes. The Committee shall be notified upon forms prescribed by it as to all actions which are to be taken under this Section by a Participant or Designated Beneficiary. The Trustee shall be notified in writing by the Committee concerning any action required by the Trustee to be taken under this Section. Unless the Participant elects otherwise, in no event shall any retirement, death, or disability benefit commence later than the sixtieth (60th) day after the latest of the close of the Plan Year in which (1) occurs the date on which the Participant attains the earlier of age 65 or the normal retirement age specified hereunder (if other than 65) (whether or not by reason of reference to the Company's retirement programs), (2) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan, or (3) the Participant terminates service with the Company. (f) Provision Pursuant to Code Section 401(a)(9) All distributions required under this Article XI shall be determined and made in accordance with the proposed regulations under Code Section 401(a)(9) including the minimum distribution incidental benefit requirement of section 1.401(a)(9)-2 of the proposed regulations, as may be amended or promulgated from time to time. (1) Notwithstanding any other provision of the Plan, for individuals who are five percent (5%) owners (as defined in Section 416 of the Code) or who 32 attain age seventy and one-half (70 1/2) in Plan Years prior to 2003, the entire interest of each such Participant under the Plan shall be distributed, commencing not later than April 1 of the calendar year following the calendar year in which he/she attains age seventy and one-half (70 1/2). For individuals who are not five percent (5%) owners (as defined in Section 416 of the Code) and who attain age seventy and one-half (70 1/2) in Plan Years after 2002, the entire interest of each such Participant in the Plan shall be distributed to him/her by April 1 of the calendar year following the later of either: (i) the calendar year in which the Employee attains age seventy and one-half (70-1/2), or (ii) the calendar year in which the Employee retires. Such distribution shall be (1) in accordance with regulations prescribed by the Secretary of the Treasury, over the life of such Participant and his/her Designated Beneficiary, or (2) in accordance with such regulations, over a period not extending beyond the life expectancy of such Participant or the life expectancy of such Participant and his/her Designated Beneficiary. (2) If distribution of a Participant's interest under the Plan has begun in accordance with paragraph (1) of this subsection and such Participant dies before his/her entire interest has been distributed to him/her, the remaining portion of such interest shall be distributed to his/her Designated Beneficiary at least as rapidly as under the method of distribution being used under such paragraph (1) as of the date of his/her death. (3) If a Participant dies before the distribution of his/her interest under the Plan has begun in accordance with paragraph (1) of this subsection, the entire interest of the Participant shall be distributed to his/her Designated Beneficiary within five (5) years after such Participant's death; provided, however, that such five-year rule shall not be applicable to any portion of the Participant's interest under the Plan which is payable to any individual designated by the Participant as his/her Designated Beneficiary if: (i) such portion will be distributed (in accordance with regulations prescribed by the Secretary of the Treasury) over the life of such Designated Beneficiary, and (ii) such distributions to such Designated Beneficiary begin not later than one year after the date of the Participant's death or such later date as the Secretary of the Treasury may by regulations prescribe or, if such Designated Beneficiary is the Participant's surviving spouse, not later than the date on which the Participant would have attained age 70-1/2. 33 (4) If the Participant's surviving spouse is his/her Designated Beneficiary and such spouse dies before the distributions to such spouse begin, paragraph (3) shall be applied as if the surviving spouse were the Participant. (5) Under regulations prescribed by the Secretary of the Treasury, for purposes of this subsection, any amount paid to a child shall be treated as if it had been paid to the surviving spouse if such amount will become payable to the surviving spouse upon such child reaching majority (or other designated event permitted under such regulations). SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Each Participant who has forfeited any Company Contributions or ESOP Contributions has the right to gain restoration of the forfeited Company Contributions and ESOP Contributions. A Participant who (i) terminates participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of the third paragraph of Section 2 of Article VI and (iv) subsequently becomes rehired by the Controlled Group, will have the right within the earlier of (1) five (5) years after re-employment or (2) the close of five (5) consecutive Severance Periods commencing after the date of distribution, to restore to the Account the dollar value of the previously forfeited Company Contributions and ESOP Contributions by contributing back to the Account the total lump sum amount (dollar value as of the date of distribution) of the distribution which caused the forfeiture. SECTION 8. DETERMINATION OF VALUE Determinations of value hereunder shall be made pursuant to an annual valuation by the Trustee at the fair market value as of the close of business on the annual valuation date to be established by the Trustee. If no such date is established, the annual valuation date shall be the last day of the Plan Year. Interim valuations, or partial valuations of one or more of the investment funds, may occur upon the direction of the Committee. The then current value of a Participant's Account, or any part thereof, as of any date, shall be determined by reference to the valuation (whether or not the annual valuation) coincident with or last preceding the date as of which such Account is to be valued. 34 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c) (a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $30,000 (as adjusted, effective January 1, 1995, pursuant to Section 415(d) of the Code) or (ii) twenty-five percent (25%) of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limitation in (a)(ii) above shall not apply to amounts treated as Annual Additions under Sections 415(l)(1) or 419A(f)(2) of the Code. The term "annual addition" means the amount allocated to a Participant's Account during the limitation year (as hereinafter defined) that constitutes: 1. Forfeitures; 2. all Employee contributions; 3. amounts allocated to an individual medical account, as defined in section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Company are treated as annual additions to a defined contribution plan. Also amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Company are treated as annual additions to a defined contribution plan; and 4. all Company Contributions Any amount which may be excluded from the computation of annual additions under Treas. Reg. 1.415-6 shall be excluded from such computation. In addition, all defined contribution plans of the Company, terminated or not, shall, for purposes of these limitations, be considered as one Plan. (b) LIMITATION YEAR: For purposes of determining "annual additions", the Limitation Year shall be the Plan Year. (c) In the case of a group of Companies which constitutes a controlled group of corporations (as defined in Section 1563(a) of the Code), all such Companies shall be considered a single Company or employer for purposes of applying the limitation of Section 415 of the Code. (d) COMPENSATION. For purposes of this Section 1, Compensation shall mean compensation within the meaning of Section 415(c)(3) of the Code and the regulations thereunder. For limitation years beginning on and after January 1, 35 2001, for purposes of applying the limitations described in this section, compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of Section 132(f)(4) of the Code. (e) ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant's Compensation, or under other facts and circumstances provided for under Treasury Regulation 1.415- 6(b)(6), the annual addition to a Participant would exceed the maximum provided in this Section 1, the administrator shall return any voluntary Participant contributions credited for the Limitation Year to the extent the return would reduce the excess amounts in the Participant's Accounts; to the extent excess amounts continue to exist, the excess amounts shall be allocated and reallocated to other Participants in the Plan. However, if such allocation or reallocation of the excess amounts causes the limitations of Section 415 to be exceeded with respect to each Plan Participant for the Limitation Year, then such amounts shall be held unallocated in a suspense account (the "Section 415 Suspense Account"). If a Section 415 Suspense Account is in existence at any time during a particular Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the Section 415 Suspense Account shall be allocated and reallocated (subject to the limitations of Section 415) before any contributions by the Company which would constitute annual additions may be made to the Plan for that Limitation Year. The Section 415 Suspense Account shall not share in any earnings or losses of the Trust Fund. SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE This Section 2 shall not apply after December 31, 1999. (a) Except as otherwise provided in Section 415(e) of the Code, in any case in which an individual is a participant in both a defined benefit plan and a defined contribution plan maintained by the Affiliated Group, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Plan Year commencing on or after the Effective Date shall not exceed 1. For purposes of the preceding sentence, (1) the defined benefit plan fraction for any Plan Year is a fraction (i) the numerator of which is the projected annual benefit of the participant under the plan (determined as of the close of the Plan Year), and (ii) the denominator of which is the lesser of (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for such Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section 415(b)(l)(B) of the Code with respect to such participant under the plan for such Year; and (2) the defined contribution plan fraction for any Plan Year is a fraction (i) the numerator of which is the sum of the annual additions to the participant's 36 account as of the close of the Plan Year and for all prior Plan Years, and (ii) the denominator of which is the sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year of service with the Affiliated Group; (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for such Plan Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section-415(c)(1)(B) of the Code with respect to such participant under such plan for such Plan Year. (b) Such reductions as are necessary to comply with the limitations of this Section with respect to a Participant in this Plan shall be made in his/her accrued benefit in accordance with applicable law; provided, however, that reductions shall first be made in accrued benefits in accordance with the provisions of any defined contribution plan of a controlled group member in which the Participant also participates prior to reduction in annual additions pursuant to a defined benefit plan, and to that end the Company shall reduce such accrued benefits to the extent necessary so that the defined contribution fraction set forth in Subsection (a) (1) of this Section is reduced so that such limitations are not exceeded, and reduction of annual additions shall then be made in accordance with the provisions of this Plan as are necessary to comply with the limitations of this Section. SECTION 3. ANTI-DISCRIMINATION TEST Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of a Participant shall be limited, to the extent necessary to satisfy the anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan Year the Average Actual Deferral Percentage for the Highly Compensated Employees with respect to any Plan Year shall not exceed the greater of (a) or (b): (a) The average Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25, or (b) The Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees multiplied by 2; provided, however, that the Average Actual Deferral Percentage for the Highly Compensated Employees may not exceed the Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees by more than two (2) percentage points (or such lesser amount as determined by the Secretary of Treasury). If, at any time during a Plan Year, the Actual Deferral Percentage for the Highly Compensated Employees exceeds or is reasonably expected by the Committee to exceed the greater of (a) or (b) above, then the Committee, in its sole and absolute discretion, shall distribute the Excess Contributions (as hereinafter defined) and income allocable to the contributions to the Highly Compensated Employees on whose behalf such Excess Contributions were made. For purposes of this Section 3, Excess Contributions shall mean the amount determined pursuant to Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall be reduced, as determined 37 by Secretary of the Treasury, by the amount of any Excess Deferrals which are distributed to the Participant pursuant to Section 1 of Article III. Any distribution of the Excess Contributions shall be made to each Highly Compensated Employee based on his respective portion of the Excess Contributions by reducing the amount of Pre-Tax Savings Plan Contributions actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings Plan Contribution is the greatest of the Highly Compensated Employees until such Participant's Pre-Tax Savings Plan Contribution is equal to the Pre-Tax Savings Plan Contribution of the Highly Compensated Employees whose Pre-Tax Savings Plan Contribution is the second greatest and continuing to prospectively reduce the amount of Company Contributions to be paid over to the Trust on behalf of the Highly Compensated Employees in a like manner until the Actual Deferral Percentage of the Highly Compensated Employees equals (by rounding up) for the Plan Year the greater of (a) or (b) above. The income allocable to a Participant's Excess Contributions shall be determined by multiplying the income allocable to the Participant's Pre-tax Savings Plan Contribution by a fraction, the numerator of which is the Participant's Excess Contribution and the denominator of which is the Participant's balance in his Company Wage Reduction Contribution Account as of the last day of the Plan Year. The Excess Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the amount of Excess Deferrals distributed to the Participant; shall, if there is a loss allocable to the Excess Contributions, in no event be less than the lesser of the Participant's Accounts under the Plan or the Participant's Company Wage Reduction Contribution for the Plan Year. Amounts distributed under this Section 3 shall be treated as a reduction in the amount of Compensation to be reduced pursuant to Section 1 of Article III by each Participant. In calculating the actual deferral percentage for purposes of section 401(k), the actual deferral ratio of a Highly Compensated Employee will be determined by treating all cash or deferred arrangements under which the Highly Compensated Employee is eligible (other than those that may not be permissively aggregated) as a single arrangement. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee who is one of the ten most Highly Compensated Employees and is thereby subject to the family aggregation rules of Section 414(q)(6), the actual deferral ratio (ADR) for the family group (which is treated as one Highly Compensated Employee) is the ADR determined by combining the elective contributions, compensation and amounts treated as elective contributions of all eligible family members. Except to the extent taken into account in the preceding sentence, the elective contributions, compensation, and amounts treated as elective contributions of all family members are disregarded in determining the Actual Deferral Percentages for the groups of Highly Compensated Employees and nonhighly compensated employees. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee whose ADR is determined under the family aggregation rules, the determination of the amount of excess contributions shall be made as follows: The ADR is reduced in accordance with the "leveling" method described in section 1.401(k)-1(f)(2) of the regulations and the excess 38 contributions are allocated among the family members in proportion to the contributions of each family member that have been combined. Failure to correct Excess Contributions by the close of the Plan Year following the Plan Year for which they were made will cause the Plan to fail to satisfy the requirements of Code Section 401(k)(3) for the Plan Year for which the Excess Contributions were made and for all subsequent years they remain in the Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the amount of Excess Contributions unless they are corrected within two and one-half (2 1/2) months after the close of the Plan Year for which they were made. To the extent required by the Code and Treasury Regulations, the limitations set forth in Section 2 shall be applied separately to each of the Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying this Section 3 for any Plan Year in which (a) the ESOP Feature is maintained, and (b) the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are not satisfied a single Actual Deferral Percentage will be calculated for the group of eligible Employees who are Highly Compensated Employees and a single Actual Deferral Percentage will be calculated for the group of Eligible Employees who are Non-Highly Compensated Employees for the Plan Year, notwithstanding the existence of the ESOP portion of the Plan and the disaggregation rules of Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Pre-Tax Savings Plan Contributions that are invested in Common Stock) and such account is not part of the ESOP, and all Company Contributions made in such Plan Year are allocated to the Company Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Company Contributions that are invested in Common Stock) and such account is not part of the ESOP. 39 ARTICLE XIII RESERVED 40 ARTICLE XIV ADMINISTRATION OF THE PLAN SECTION 1. SAVINGS PLAN COMMITTEE The Plan shall be administered by the Defined Contribution Plan Committee which shall be appointed by the Board of Directors of the Company. The Committee shall consist of at least three (3) members who shall be designated from time to time by the Board of Directors of the Company, and shall act by at least a majority of members. The Committee, by a majority vote of its members, shall appoint a plan administrator, chairman and secretary. The plan administrator as appointed by the Committee shall be the "Named Fiduciary" of the Plan with respect to administrative matters, and the Trustee shall be the "Named Fiduciary" with respect to the handling of Plan assets. The Board of Directors shall, from time to time, notify the Trustee of the number and the identity of the members of the Committee and the Trustee shall be entitled to rely upon such notices. SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE The Committee shall adopt such uniform and nondiscriminatory administrative regulations under the Plan as it shall deem to be necessary or appropriate for the efficient administration of the Plan. The Committee shall have sole and absolute discretion to interpret the provisions of the Plan or Trust Agreement (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan or Trust Agreement), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants and other persons, to decide disputes arising under the Plan and to make any determinations and factual and other findings with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (a) to resolve questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Participant; (b) to determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and (c) to conduct the review procedure specified in Section 3(g) of this Article. The Committee shall have full power and authority to administer the Plan and to interpret its provisions, and its interpretations shall be final and binding upon the Company, its personnel, the 41 Union, the Trustee and all other parties in interest, subject to the provisions of Section 3 of this Article. SECTION 3. FIDUCIARY PROVISIONS (a) Named Fiduciaries Among the named fiduciaries under the Plan shall be the Company, and the Trustee, investment advisors or insurance companies, each of which shall have such powers, duties, responsibilities and authority as shall be specified in the Plan or trust agreement entered into for the purpose of managing the Trust Fund, subject to any delegation thereof as provided in the Plan or such trust agreement. Any other person, entity, committee, board, department, office, or identifiable part of any legal entity may be designated by the Company as a named fiduciary by an instrument signed by the Company, delivered to such designated named fiduciary and to the Trustee and accepted in writing by the designated named fiduciary. Any such designation may be terminated at any time by the Company or by such named fiduciary by written notice delivered to the other of them and to the Trustee. (b) Liability of Fiduciaries To the extent permitted by law, (1) neither the Company nor any director, officer, or Employee shall be personally liable upon any contract or other instrument made or executed by him/her or it or in his/her or its behalf in the administration of the Plan or the Trust Fund; (2) neither the Company nor any director, officer, or Employee who is a fiduciary shall be liable for the neglect, omission or wrongdoing of any other fiduciary; (3) the Company, person, committee or board and each member thereof to whom the Company delegates (or the Plan or trust agreement assigns) any duty with respect to the Plan or Trust Fund, may rely and shall be fully entitled to act upon the advice of counsel, who may be of counsel for the Company, and upon the opinion, certificate, valuation, report, recommendation or determination of an actuary appointed by the Company to assist in the operation of the Plan; (4) the Company and each director, officer, or Employee who is a fiduciary shall be solely responsible for his/her own acts or omissions; and (5) if any responsibility of the Company or of a director, officer, or Employee who is a fiduciary is allocated to any other person or if a person is designated to carry out any responsibility in accordance with the provisions of the Plan or trust agreement, then such fiduciary shall not be responsible for any act or omission of such person in carrying out such responsibility. (c) Delegation of Fiduciary Duties The Company may delegate to any person, entity, committee, board, department, office, or identifiable part of any legal entity any one or more powers, functions, duties or responsibilities with respect to the Plan or the Trust Fund, provided that no such power, function, duty or responsibility which is assigned to a fiduciary 42 (other than the Company) pursuant to some other Section of the Plan or the trust agreement shall be so delegated without the written consent of such fiduciary. Any delegation pursuant to the preceding provisions: (1) shall be signed by the Company and be delivered to and accepted in writing by the delegate, (2) shall contain such provisions and conditions relating to such delegation as the Company deems appropriate, (3) may be amended from time to time by written agreement signed on behalf of the Company and the delegate and (4) may be revoked (in whole or in part) at any time by written notice from the Company delivered to the delegate or from the delegate to the Company. (d) Personal Liability of Non-Fiduciaries Except for gross neglect or malfeasance, no non-fiduciary officers, directors or Employees of the Company shall be personally liable for acts done hereunder or related hereto, or for the making, retention or sale of any contract or contracts made as herein provided, or for the failure to invest or reinvest any funds or for any loss to or diminution of the Trust Fund, nor shall any of them be personally liable for or answerable to any Participant or any other person in connection with any exercise of discretion under the terms of this instrument relating to the payment or non-payment of benefits. (e) Defense of Fiduciaries and Non-Fiduciaries The Company shall, at its expense, defend or provide for the defense of any or all fiduciary or non-fiduciary officers, directors or employees of the Company against any such claims, allegations, suits, or charges relating to or incidental to the above matter, and shall continue to do so in any given cases, unless and until it shall clearly appear that gross neglect or malfeasance is involved in any such particular case. (f) Claims for Benefits Claims for benefits from this Plan shall be submitted to the designated representative of the Committee on such forms as may be designated by the Committee. (g) Appeals Procedure Upon the denial of any form of benefit, either partial or total, the Participant or Designated Beneficiary shall have the right to receive from the Committee a written notice stating: (1) The specific reason for denial, (2) The pertinent Section of the Plan on which the denial was based, 43 (3) Other information the Committee may feel necessary to explain the denial, and (4) An explanation of the claims review procedure. The Participant, Designated Beneficiary or a duly authorized representative, may, within ninety (90) days of such denial, file with the Plan Administrator an appeal for review of denial of benefits. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. The Participant, Designated Beneficiary or duly authorized representative shall have the right to examine all pertinent documents relating to the original denial within sixty (60) days of the filing date of such appeal, the Committee shall review such appeal and provide the Participant a decision as to denial or approval. Such decision shall be in writing and shall cover all pertinent facts considered in making the decision. SECTION 4. ACTION BY THE COMPANY Any action by the Company under this Plan shall be made pursuant to authorization of its Board of Directors. SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS The Trustee and the Committee may, by agreement in writing, arrange for the delegation by the Trustee to the Company of any of the functions of the Trustee, except the custody and distribution of assets, the voting of Common Stock held by the Trustee, and the purchase and sale or redemption of securities. SECTION 6. DUTIES OF THE TRUSTEE The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions. The Trustee shall annually, following the close of each Plan Year, revalue and adjust each Participant's Account at its current market value at the end of the Plan Year. The Trustee shall furnish at least annually to each Participant a statement showing the status of his/her Account under the Plan. This statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after its mailing or delivery (if distribution is other than by mail) to a Participant. SECTION 7. ACCOUNTS OF THE TRUSTEE The annual financial statement of the Plan shall be audited annually by auditors selected by the Company. 44 SECTION 8. RECORDS The records of the Trustee, Committee and the Company shall be conclusive with respect to all matters involved in the administration of this Plan. SECTION 9. VOTING OF COMMON STOCK (a) Each Participant shall have the right to direct the Trustee as to the manner in which voting rights with respect to shares of Common Stock held in the Participant's Account shall be exercised. (b) In order to implement the voting rights granted in this Section, the Company shall furnish to the Trustee such information as will be distributed to shareholders of the Company in connection with each such vote and a form for the use by Participants in directing the Trustee as to the manner in which voting rights shall be exercised (the "Documents"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Documents as soon as practicable following the furnishing of the Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the voting of the shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be voted. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be voted. (c) In the absence of written direction from a Participant in accordance with Section 9(b) of this Article, the Trustee shall vote all shares of Common Stock held in such Participant's Account in the same manner in which the Trustee is directed by Participants, pursuant to Section 9(b) of this Article, to vote the majority of the aggregate shares of Common Stock held in such Participants' Accounts unless the Trustee is required, by ERISA, to vote the stock in a different manner. (d) The right granted to each Participant pursuant to this Section 9 to direct the manner in which shares of Common Stock allocated to such Participant's Account are voted, and the provisions instructing the Trustee regarding the manner in which voting rights with respect to such shares shall be exercised in the absence of written directions from a Participant, shall include the manner in which the rights with respect to corporate action by shareholder consent is exercised. (e) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 9 in the event of the death of such Participant. 45 SECTION 10. NOTICES All notices, reports and statements given, made, delivered or transmitted to a Participant shall be duly given, made, delivered or transmitted as the Committee may deem appropriate. All directions, notices and other communications from Participants to the Committee shall be in such form as may be prescribed by the Committee. Such written directions, notices and other communications shall be mailed by first class mail or delivered to the secretary of the Committee and shall be deemed to have been given when received by the secretary or his/her duly authorized representative. SECTION 11. COSTS AND EXPENSES Except as provided in Article XV Section 3 with respect to transaction expenses, all costs and expenses incurred in the administration of the Plan shall be paid by the Company; provided, however, that any taxes which may be imposed on the income or the assets of the trust shall be paid out of the assets in the hands of the Trustee and shall be charged ratably against the Accounts of the Participants. Notwithstanding the foregoing, any taxes incurred by reason of specific investments or transactions shall be charged against those Accounts of the Participants which were involved in such investments or transactions on the basis of the respective interests of such Accounts in the investments or transactions generating such tax liability. SECTION 12. MISCELLANEOUS (a) Construction of Agreement The Plan shall be governed by and construed in accordance with the laws of the State of Ohio, to the extent those laws have not been superseded by Federal law (which shall otherwise apply). (b) Participant's Rights Participation in the Plan by a Participant shall in no way affect any of the Company's rights as contained in the Basic Labor Agreement between the Company and the Union. (c) Headings The headings and captions contained in this document are for convenience of reference only, and are not deemed to constitute a part of the Plan. (d) Against Public Policy Should any provision (or part of any provision) of this Plan be determined by a court of competent jurisdiction to be contrary to law or unenforceable as a matter of public policy, such provision shall be considered severable, and this Plan shall be considered not to include the provision in issue. The Plan shall be construed 46 by the Committee, by the Plan Administrator, and all other persons relying on this document as though such provision (or part thereof) did not exist, and the Plan shall be applied and enforced in the manner determined by the Plan Administrator to be most nearly consistent with the deleted provision as is permissible under law and public policy. (e) Certain Reversions to the Company Permitted Reversions of contributions to the Company will be permitted to the extent provided by Section 403(c) of ERISA. Any contribution made by the Company because of a mistake of fact must be returned to the Company within one year of the contribution. In the event the deduction of a contribution made by the Company is disallowed under section 404 of the Code, such contribution (to the extent disallowed) must be returned to the Company within one year of the disallowance of the deduction. In the event that the Commissioner of Internal Revenue determines that the plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that initial qualification by the Company must be returned to the Company within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Company's return for the taxable year in which the plan is adopted, or such later date as the Secretary of the Treasury may prescribe. (f) Payment to Minor or Incompetent Person In the event that any benefit payable under this Plan is payable to or for the benefit of a minor, an incompetent person, or other person incapable of receipting therefor, such benefit shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Trustee, the Plan Administrator, the Company and all other parties with respect thereto. (g) Forfeiture if Participant or Designated Beneficiary Cannot Be Located In the event that any benefit payable under this Plan to any Participant or Designated Beneficiary cannot be paid because the proper payee cannot be located or identified by the Trustee, such benefit shall be deemed forfeited thirty-six (36) months from the date on which the Trustee or Plan Administrator first attempted to locate such payee, provided, however, that upon presentation by such proper payee of a subsequent claim for such forfeited benefit, the full amount of the forfeited benefit shall be restored. 47 (h) Merger or Consolidation In the event of the merger or consolidation of this Plan (or any part thereof) into any other plan, or the transfer to or from this Plan of any of the assets held for the benefit of Participants and Designated Beneficiaries, each Participant and Designated Beneficiary affected by such merger, consolidation or transfer shall have an accrued benefit in the surviving or transferee plan (determined as if such plan were then terminated immediately after such merger, consolidation or transfer) that is equal to or greater than his/her accrued benefit to which he/she would have been entitled, had the Plan been terminated immediately prior to the occurrence of such merger, consolidation or transfer. (i) Electronic Media Notwithstanding any provision of the Plan to the contrary, including any provision which requires the use of a written instrument, to the extent permitted by applicable law, the Committee may establish procedures for the use of electronic media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems. (j) Plan Conversions Notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Committee, the Committee may temporarily suspend, in whole or in part, certain provisions of the Plan, which may include, but are not limited to, a Participant's right to change his contribution election, a Participant's right to change his investment election and a Participant's right to borrow or withdraw from his Account or obtain a distribution for his Account. SECTION 13. DESIGNATION OF TRUSTEE In order to implement the Plan, the Company will enter into a trust agreement with the Trustee to the end that contributions of the Participants and the contributions of the Company shall be invested in accordance with the provisions of this Plan and shall be held in Trust for the exclusive benefit of the Participants or their Designated Beneficiaries. The Company may, without further reference to or action by any Participant, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to said trust agreements or said further agreements as it may be necessary or desirable to carry out the Plan, may from time to time designate a successor Trustee or successor Trustees, or may take such other steps to execute such other instruments as it may deem necessary or desirable to put the Plan into effect or to carry out the provisions thereof. 48 SECTION 14. TENDER AND EXCHANGE OFFERS Notwithstanding any othaer provision contained herein to the contrary (including, without limitation, the provisions of ARTICLE XIII), in the event the Trustee receives (i) any tender offer which is subject to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended from time to time, and to regulations promulgated thereunder, or (ii) any other offer or option to buy or exchange more than thirty (30) percent of the outstanding shares of Common Stock, the provisions of this Section 14 of ARTICLE XIV shall apply. (a) Each Participant shall have the right to direct the Trustee as to whether to tender and sell or exchange pursuant to such offer any whole and fractional shares of Common Stock held in the Participant's Account. (b) In order to implement the rights granted in this Section 14 of ARTICLE XIV, the Company shall furnish to the Trustee such information as may be distributed by it to shareholders of the Company in connection with each such offer (the "Tender Document"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Tender Documents together with all other materials that the Trustee receives as a shareholder from any other party with respect to such offer (the "Additional Tender Documents") and a form prepared by the Trustee for the use by Participants in directing the Trustee as to whether or not shares of Common Stock in the Participants' Accounts shall be tendered and sold or exchanged as soon as practicable following the furnishing of the Tender Documents and Additional Tender Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the tender, and sale or exchange if the tender is accepted, of the whole and fractional shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be tendered. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be tendered. The Trustee shall tender all shares of Common Stock as to which valid and timely directions to do so have been received by it and have not been subsequently timely revoked prior to the expiration date of the offer to which the directions relate, and, to the extent the tender is accepted, the shares so tendered shall be sold or exchanged as soon as practical thereafter. Each Participant may direct the Trustee to withdraw any shares of Common Stock in the Participant's Account which were previously tendered, and the Trustee shall withdraw such shares of Common Stock prior to the withdrawal date of the offer, provided such direction is received in writing by the Trustee by the close of business two (2) days prior to the withdrawal date of the offer. Any and all 49 directions given to the Trustee by any Participant pursuant to this Section 14 of ARTICLE XIV shall remain in the strict confidence of the Trustee. (c) In the absence of written direction from a Participant in accordance with Section 14(b) of ARTICLE XIV, the Trustee shall tender, and sell or exchange in the event the tender is accepted, at the times provided in Section 14(b) of ARTICLE XIV, all whole and fractional shares of Common Stock held in such Participant's Account only if the Trustee is directed by Participant, pursuant to Section 14(b) of ARTICLE XIV, to tender and sell or exchange the majority of the aggregate shares of Common Stock held in such Participants' Accounts. (d) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Tender Documents and Additional Tender Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 14 of ARTICLE XIV in the event of the death of such Participant. (e) The price at which sales of the Company's Common Stock in accordance with this Section 14 of ARTICLE XIV pursuant to a tender or exchange offer described herein shall be credited to the Participants' Accounts shall be the price paid in connection with the tender or exchange offer. Shares of Common Stock sold in accordance with this Section 14 of ARTICLE XIV pursuant to a tender of exchange offer described herein shall not be considered in computing weighted average price under Section 2 of ARTICLE XV. The cash proceeds from the sale or exchange of any shares of Common Stock tendered and sold or exchanged pursuant to this Section 14 of ARTICLE XIV shall be invested in accordance with the terms of the Plan. If, as a result of a tender and sale or exchange, the Trustee receives securities or other property, such securities or property shall be held or reinvested in accordance with the terms of the Plan. Any shares of Common Stock tendered or offered but not purchased or exchanged shall be held or reinvested by the Trustee in the trust created under this Plan in accordance with the terms of the Plan. (f) Transactions in the Company's Common Stock pursuant to a tender or exchange offer in accordance with this Section 14 of ARTICLE XIV need not be made through the facilities of the New York Stock Exchange. (g) The Account of each Participant for whom the Trustee has sold or exchanged shares of Common Stock in connection with any tender offer or exchange offer described in this Section 14 of ARTICLE XIV shall be charged with a pro rata share of all expenses incurred by the Trustee in all sales or exchanges pursuant to such offer. 50 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE SECTION 1. TRANSACTION PERIOD For convenience in administration, the Committee and the Trustee shall establish a period for (a) the purchase and sale of Mutual Fund shares or the Company's Common Stock or (b) the deposit and withdrawal of Cash With Interest, which shall be known as a Transaction Period. The Transaction Period shall commence at 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the next succeeding day when both the Trustee and the New York Stock Exchange are open for business. All purchases and sales of the Company's Common Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by the Trustee during the Transaction Period shall be in accordance with the instructions and directions of the Participants (or of the Company as to purchases of the Company's Common Stock with amounts to be credited to a Participant's Account from Company Contributions attributable to Participant's Contributions) which are received during a Transaction Period. The Trustee shall not be required to respond to any subsequent instruction or direction received during any Transaction Period until the next succeeding Transaction Period. SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS The transaction price for purchases and sales of Company's Common Stock shall be determined based upon the closing price of the Company's Common Stock on the New York Stock Exchange on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares of the Company's Common Stock in the Common Stock pooled account, plus uninvested cash and accrued income, divided by the number of shares in the Common Stock pooled account. The transaction price for purchases and sales in each of the Mutual Funds shall be determined based upon the closing price of each such Mutual Funds on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares in each such Mutual Funds pooled account, plus uninvested cash and accrued income; divided by the total number of shares of each such Mutual Funds pooled account. Purchases and sales of the Cash With Interest Investment Option shall be charged or credited on the basis of actual purchase and sale prices for the particular transaction. SECTION 3. ALLOCATING TRANSACTION EXPENSE Each Participant for whom the Trustee has sold and/or purchased shares in one or more of the Investment Options available in the Plan pursuant to the Participant's specific investment directions shall be charged for the expenses incurred by the Plan in the exercise of the Participant's specific investment option direction. SECTION 4. REGISTRATION OF SECURITIES Securities held by the Trustee may be registered in the name of the Trustee or its nominee. 51 SECTION 5. MISCELLANEOUS The Trustee shall invest in the Company's Common Stock Investment Option, the Cash With Interest Investment Option, or Mutual Fund Investment Option as promptly as practicable after the receipt of Employee contributions. Contributions temporarily held for investment in one of the Investment Options shall be invested by the Trustee in a short term fund approved by the Committee. All Transactions in the Company's Common Stock shall be made through the facilities of the New York Stock Exchange except for the purchase of stock from the Company as provided in Section 4 of Article V. 52 ARTICLE XVI ASSIGNABILITY It is a condition of the Plan, and all rights of each Participant shall be subject thereto, that, except as provided in a qualified domestic relations order as defined in Section 414(p) of the Code, no right or interest of any Participant in the Plan or in the Account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including, but not by the way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, but excluding the consequence of death, or mental incompetency, and no right of interest of any Participant of the Plan or in the Account shall be liable for, or subject to, any obligation or liability of such Participant. Notwithstanding any provision of the Plan to the contrary, effective for judgments, orders, decrees or settlements issued on or after August 5, 1997, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Participant's benefit under the Plan, to the extent permitted under Code Section 401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii) relating to the protection of the Participant's spouse (if any) are satisfied. 53 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN SECTION 1. AMENDMENT Subject to Section 2 of this Article XVII, the Company may at any time and from time to time, amend the Plan if in the opinion of the Company such amendment is necessary to enable the Plan to meet the requirements of the Code (including the regulations and rulings issued thereunder) or the requirements of any governmental authority. SECTION 2. LIMITATION ON AMENDMENT The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Employee, Participant, former Participant or person claiming under or through any one or more of them pursuant to the Plan, except that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan. Moreover, no such amendment shall be made hereunder which shall permit any part of Participants' contributions to revert to any Company or be used or be diverted to purposes other than the exclusive benefit of Employees, Participants, former Participants, and beneficiaries. SECTION 3. TERMINATION This Plan shall continue in effect until and including the 1st day of July, 2005. Thereafter it shall renew itself for yearly periods unless written notice is given by either party to the other not less than sixty (60) days, but not more than seventy-five (75) days, prior to the expiration date or any extension thereof, that it is desired to terminate or amend the Plan. In the event such notice is given, the parties shall begin negotiations not less than forty-two (42) days prior to the termination date, unless otherwise mutually agreed to. If negotiations are not completed prior to the expiration date, this Plan shall terminate unless extended by mutual agreement of the parties. Upon termination, this Plan shall terminate in all respects, except that no distributions shall be made from the Plan until ninety (90) days following such termination, and any distributions made upon termination of the Plan shall be subject to the terms of Article XI Section 3. Except as herein otherwise provided, no provision of this Plan shall be subject to change prior to the expiration date as determined above. Upon any termination or partial termination of the Plan, the rights of each Participant to the assets then held in his/her Account under the Plan shall be non-forfeitable. 54 ARTICLE XVIII ESOP FEATURE SECTION 1. ESTABLISHMENT OF ESOP (a) The provisions of this Article XVIII shall become effective January 1, 2002. (b) The Plan shall consist of two components, the ESOP Feature and the Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account. The ESOP Feature is intended to qualify as a stock bonus plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7). The ESOP Feature is designed to invest primarily in "qualifying employer securities," as defined in Code Sections 4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is described in this Article XVIII. The provisions of this Article XVIII shall supercede any contrary provisions of the Plan. SECTION 2. ESOP ACCOUNT (a) The Committee shall establish an ESOP Account in the name of each Participant and shall thereafter maintain a record thereof. (b) The ESOP Account of each Participant shall be credited and debited periodically during each Plan Year in which the ESOP is maintained with any additions or reductions in the number of shares of Common Stock held for such Participant in the Plan due to the reallocation of the investment of the Participant's Non-ESOP Account and ESOP Account, and with any stock and cash dividends paid on Common Stock attributable to units of the Common Stock fund. (c) In the event that a Participant elects a partial liquidation of the investment of his Account in Common Stock pursuant to Section 5 of Article V, Common Stock shall be liquidated pro-rata from the Participant's Non-ESOP Account and ESOP Account. SECTION 3. ESOP CONTRIBUTIONS The Company, in its discretion, may make ESOP Contributions from time to time in such amounts as are determined by the Company. All ESOP Contributions shall be made in Common Stock. ESOP Contributions for a Plan Year shall be allocated among active Participants for the Plan Year. The amount allocated to each active Participant shall be determined by multiplying each active Participant's Compensation for such Plan Year by a fraction, the numerator of which is the ESOP Contribution for such Plan Year, and the denominator of which is the total Compensation of all active Participants for such Plan Year. ESOP Contributions shall be treated as Company Contributions for purposes of distributions and withdrawals from the Plan. The ESOP Contribution subaccount of a Participant shall be invested in Common Stock, subject to the diversification rules provided in Section 4 of this Article. 55 SECTION 4. DIVERSIFICATION OF INVESTMENT Participants who are at least age 55 may diversify the investment of amounts, including amounts not Vested, held in their ESOP Accounts by transferring amounts out of the Common Stock fund to one of the other Investment Options in accordance with the provisions of Section 5 of Article V. Any transfer of such amounts out of the Common Stock fund to another Investment Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature. SECTION 5. PUT OPTION (a) If shares of Common Stock distributable to a Participant or his Beneficiary are at the time of the distribution not readily tradable on an established market, the Participant or Beneficiary will have an option (the "Put") to require the Company to purchase all of the shares actually distributed to him. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Participant or the Beneficiary only during the Option Period in which the former Participant or Beneficiary receives a distribution of shares of Common Stock. (b) The "Option Period" is the 60-day period following the day on which a Participant or his Beneficiary receives a distribution. If the former Participant or Beneficiary does not exercise the Put during that 60-day period, the Option Period will also be the 60-day period beginning after the new determination of the fair market value of Common Stock by the Committee (and notice to the Participant) in the following Plan Year. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law. (c) The "Option Price" will be the fair market value of each share of Common Stock as of the valuation date immediately preceding the date the Put is exercised, multiplied by the number of shares to be sold under the Put, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions, or similar changes to the number of outstanding shares. (d) The terms of payment for the sale of Common Stock pursuant to the Put shall be as provided in the Put and may be either paid in a lump sum or in installments as provided by the Committee. An agreement to pay through installments shall be permissible only if the Common Stock subject to the put option is part of a 'total distribution', as defined in Code Section 409(h)(5), and-- (i) the agreement is adequately secured, as determined by the Committee, (ii) a reasonable rate of interest is charged, as determined by the Committee, (iii) annual payments are equal, 56 (iv) installment payments must begin not later than 30 days after the date the Put option is exercised, and (v) the term of the payment does not extend beyond five years from the date the Put option is exercised. (e) The Put will not be assignable, except that the former Participant's donees or, in the event of a Participant's death, his personal representative, will be entitled to exercise the Put during the Option Period for which it is applicable. (f) The Trustee in its discretion may, with the Company's consent, assume the Company's obligation under this Section at the time a former Participant or Beneficiary exercises the Put. If the Trustee does assume the Company's obligations, the provisions of this Section that apply to the Company will also apply to the Trustee. (g) The Put will also apply to shares of Common Stock that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Participant or Beneficiary to whom the Put becomes applicable that the shares of Common Stock held by the former Participant or Beneficiary are subject to the Put for the remainder of the applicable Option Period and will inform the Participant or Beneficiary of the terms of the Put. If the written notice is given later than ten days after the shares of Common Stock cease to be publicly traded or become subject to a trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given. (h) The Committee will notify each former Participant or Beneficiary who is eligible to exercise the Put of the fair market value of each share of Common Stock as soon as practicable following its determination. The Committee and the Company will send all notices required under this Subsection to the last known address of a former Participant or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address. SECTION 6. PAYMENT OF DIVIDENDS (a) The Committee, in its sole discretion, may provide that any dividends paid in cash during the Plan Year on shares of Common Stock in which Participants' ESOP Accounts are invested shall be (i) paid in cash directly to the Participant, (ii) paid to the Plan and subsequently distributed to the Participant in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan, or (iii) at the election of the Participant, either (A) paid to the Participant as provided in Clause (i) or (ii) (as determined by the Committee) or (B) paid to the Participant's ESOP Account to be reinvested in the Common Stock. Such dividends shall be paid in accordance with procedures established by the Committee. 57 (b) If an election pursuant to Paragraph (a)(iii) is provided by the Committee, each Participant may make the election, in the manner and at the time specified by the Committee, with respect to dividends received on shares of Common Stock comprising the portion of the Common Stock fund allocated to the Participant's ESOP Account. If an election pursuant to Paragraph (a)(iii) is provided by the Committee and a Participant does not make such an election, such dividends shall be paid to the Participant's ESOP Account to be reinvested in Common Stock. (c) The Beneficiary of a deceased participant shall have the same rights as a Participant has under this Section 6. (d) The provisions of this Section 6 are intended to comply with Section 404(k) of the Code, and shall be interpreted and construed accordingly. SECTION 7. INDEPENDENT APPRAISER Common Stock held in Participants' ESOP Accounts shall be valued as of each valuation date, or at the discretion of the Committee, more frequently. All valuations of Common Stock held in Participants' ESOP Accounts which is not readily tradable on an established securities market shall be made by an independent appraiser meeting requirements similar to those contained in Treasury Regulations under Code Section 170(a)(1). SECTION 8. SHARE LEGEND Shares of Common Stock in the ESOP Feature held or distributed by the Trustee may include such legend restrictions on transferability as the Company may reasonably require in order to assure compliance with applicable federal and state securities laws. 58 WHEREAS, the Cooper Tire & Rubber Company has caused this Restated Plan to be executed and adopted this 26th day of February, 2002. COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ------------------------------------ Treasurer By:/s/ Richard N. Jacobson ------------------------------------ Assistant Secretary 59 AMENDMENT NO. 1 TO THE COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN (AUBURN) (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001) The Cooper Tire & Rubber Company (the "Company") hereby adopts this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Auburn) (As Amended and Restated Effective as of January 1, 2001) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 2002, unless otherwise indicated. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. One of the purposes of this Amendment is to reflect the adoption of various provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to satisfy the "good faith" compliance requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder. SECTION 1 Section (12) of Article I of the Plan is hereby amended in its entirety to read as follows: "(12) 'Compensation' - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time." SECTION 2 Section 1(a)(ii) of Article III of the Plan is hereby amended in it entirety to read as follows: "(ii) the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year." SECTION 3 60 Section 1 of Article IV of the Plan is hereby amended by (i) deleting the fifth paragraph therein and (ii) deleting the word "either" and the phrase "or multiple use rules" in the sixth paragraph where they occur therein. SECTION 4 Section 1(a) of Article IX of the Plan is hereby amended in its entirety to read as follows: "the Participant's retirement, death, Total and Permanent Disability, or severance from employment;" SECTION 5 Section 1 of Article IX of the Plan is hereby amended by (i) deleting subsections (d) and (e) and (ii) renumbering subsection (f) as subsection (d). SECTION 6 The last paragraph of Section 2 of Article IX of the Plan is hereby amended in its entirety to read as follows: "Employees who make a hardship withdrawal may not make elective deferrals and employee after-tax contributions under this Plan and all other plans of the Company for 6 months after receipt of the distribution." SECTION 7 Section 6(d)(1)(i) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, 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), such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and any distribution which is made upon hardship of the distributee. Notwithstanding the foregoing, a portion of a distribution shall not fail to be an Eligible Rollover 61 Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Sections 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible." SECTION 8 Section 6(d)(1)(ii) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(ii) 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, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state that accepts the Distributee's Eligible Rollover Distribution." SECTION 9 The first two sentences of Section 1(a) of Article XII of the Plan are hereby amended in their entirety to read as follows: "(a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code or (ii) 100% of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limit referred to in (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition." 62 SECTION 10 Section 3(f) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(f) Claims for Benefits (other than disability benefits) Any Participant or Designated Beneficiary who believes that he or she is entitled to receive a benefit under the Plan which he or she has not received may file with the designated representative of the Committee, on such forms as may be designated by the Committee, a written claim specifying the basis for his or her claim and the facts upon which he or she relies in making such claim. Such a claim must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the designated representative of the Committee. Unless such claim is allowed in full by the Committee, the Committee shall (within 90 days after such claim was filed, plus an additional period of 90 days if required for processing and if notice of the 90-day extension of time indicating the specific circumstances requiring the extension and the date by which a decision shall be rendered is given to the claimant within the first 90-day period) cause written notice to be mailed to the claimant of the total or partial denial of such claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall state (1) the specific reason(s) for the denial of the claim, (2) specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the denial of the claim was 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 review procedure specified in Section 3(g) of this Article XIV." 63 SECTION 11 Section 3(g) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(g) Appeals Procedure Within 90 days after the denial of his or her claim, the claimant may appeal such denial by filing with the Plan Administrator his or her written request for a review of the claim. Such request for review must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the Plan Administrator or its designee. If the claimant does not file a request for review of his or her claim within such 90-day period, the claimant shall be conclusively presumed to have accepted as final and binding the initial decision of the Plan Administrator on his or her claim. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. If such an appeal is so filed within such 90-day period then the Plan Administrator, or a named fiduciary designated by the Administrator, shall conduct a full and fair review of such claim. During such full review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and with reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. After the completion of such full review, the reviewer shall mail or deliver to the claimant a written decision on the matter based on the facts and pertinent provisions of the Plan and/or Trust Fund and/or applicable law. Such decision shall be mailed or delivered to the claimant within a period of 60 days after the Administrator's receipt of the request for review unless special circumstances require an extension of time, in which case such decision shall be rendered not later than 120 days after receipt of such request. (If an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.) Such decision (1) shall be written in a manner calculated to be understood by the claimant, (2) shall state the specific reason(s) for the decision, (3) shall make specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the decision is 64 based and (4) shall, to the extent permitted by applicable law, be final and binding on all interested persons. The notice of the adverse determination shall also include a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and contain a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures and a statement of the claimant's right to bring an action under Section 502(a) of ERISA." SECTION 12 Section 3 of Article XIV of the Plan is hereby amended by adding a new subsection (h) to the end thereof, immediately following subsection (g), to read as follows: "(h) Claims for Benefits Upon Total and Permanent Disability: (1) Notwithstanding the foregoing provisions of this Article, in the case of a claim for benefits upon Total and Permanent Disability, unless such claim is allowed in full by the Committee, the Committee shall (within a reasonable period of time, but not later than 45 days, unless such period is extended as provided in Section 3(h)(2), below, after receipt of the claim) cause written notice to be mailed or delivered to the claimant of the total or partial denial if his claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reason(s) for the denial of the claim, (ii) specific reference(s) to the provisions of the Plan and/or Trust Fund on which the denial of the claim was based, (iii) 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, 65 (iv) an explanation of the review procedures specified in Section 3(h)(3) of this Article XIV and the time limits applicable to such procedures, and (v) a specific reference to the internal rule, guideline, protocol or other similar criterion, if any, that was relied upon in making the adverse determination or a statement that such rule, guideline, protocol, or other similar criterion, if any, was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request. (2) The 45-day period set forth in Section 3(h)(1), above, may be extended by the Committee for up to 30 days, provided that the Committee determines that such an extension is necessary due to matters beyond the control of the Committee and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. Additionally, if, prior to the end of the first 30-day extension period, the Committee determines that, due to matters beyond the control of the Committee, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Committee notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Committee expects to render a decision. In the event of any extension under this Section 3(h)(2), the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve the issues. The claimant shall be afforded at least 45 days within which to provide the specified information. Additionally, in the event that a period of time is extended due to a claimant's failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. (3) Within 180 days after receipt of a notification of a denial of a claim, the claimant or his duly authorized representative may appeal such denial 66 by filing with the Committee his written request for a review of his claim. If such an appeal is so filed within 180 days, a Named Fiduciary designated by the Committee shall conduct a full and fair review of such claim. During such full and fair review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits and reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall (i) take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, (ii) not afford deference to the initial adverse benefit determination, (iii) be conducted by a Named Fiduciary who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual, (iv) provide that, in deciding any appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Named Fiduciary shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual, and (v) provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the claimant's adverse benefit determination, without regard to whether the advice was relied upon in making the initial benefit determination. The decision of the Named Fiduciary shall be made in a writing delivered to the claimant within a reasonable time, but in no event later than 45 days after the receipt of the request for review unless special circumstances require an extension of time for processing. If the Named Fiduciary determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant setting forth the special circumstances requiring an extension of time and the date by which the Named Fiduciary expects to render a decision on review, and shall be furnished prior to the termination of the initial 45-day period. In no event shall such extension exceed a period of 45 days from the end of the initial 45-day period. In the case of an adverse benefit determination on review, the notice of the determination shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reasons for the determination, (ii) specific reference(s) to specific provisions of the Plan and/or Trust Fund on which the determination is based, (iii) a statement that the claimant is entitled to receive, upon request, and free of charge, 67 reasonable access to, and copies of all documents, records, and other information relevant to the claimant's claim for benefits, (iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures, including a statement of the claimant's right to bring a civil action under section 502(a) of ERISA and (v) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol or other similar criterion will be provided free of charge to the claimant upon request. To the extent permitted by applicable law, the determination on review shall be final and binding on all interested persons. In performing the duties under this Section 3(h)(3), the Named Fiduciary shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof." EXECUTED this 27th day of December 2002. THE COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder --------------------------------------------------- Treasurer By:/s/ Charles F. Nagy --------------------------------------------------- Assistant Treasurer 68 EX-99.F 12 l98078aexv99wf.txt EX-99.F Exhibit (99f) COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN - (BOWLING GREEN-SEAL) AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001 OR AS OTHERWISE PROVIDED IN PLAN TABLE OF CONTENTS

PAGE ARTICLE I DEFINITIONS............................................................................ 2 ARTICLE II ELIGIBILITY AND PARTICIPATION.......................................................... 11 ARTICLE III PARTICIPANTS' CONTRIBUTIONS............................................................ 13 ARTICLE IV COMPANY CONTRIBUTIONS.................................................................. 16 ARTICLE V INVESTMENT OF CONTRIBUTIONS............................................................ 20 ARTICLE VI VESTING OF CONTRIBUTIONS............................................................... 23 ARTICLE VII SUSPENSION OF PARTICIPATION............................................................ 24 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED......................................... 25 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS............................................................ 26 ARTICLE X DESIGNATION OF BENEFICIARY............................................................. 28 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS.......................................................... 29 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION........................................................ 36 ARTICLE XIII RESERVED............................................................................... 41 ARTICLE XIV ADMINISTRATION OF THE PLAN............................................................. 42 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE..................................................... 52 ARTICLE XVI ASSIGNABILITY.......................................................................... 54 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN......................... 55 ARTICLE XVIII ESOP FEATURE........................................................................... 56

-i- AGREEMENT THIS AGREEMENT is made and entered into this 23rd day of July, 2001, by and between Cooper Tire & Rubber Company hereinafter referred to as the "Company" for its plant located in Bowling Green, Ohio and the United Steel Workers of America, and Local Union No. 1042 thereof executing this Agreement; the International Union and the Local Union collectively being hereinafter referred to as the "Union". Effective January 1, 2002, an ESOP will be established under the Plan described in this Agreement. The ESOP feature is described in Article XVIII of the Plan and in other relevant Plan sections. The provisions of the Plan relating to the ESOP feature shall not be effective until January 1, 2002. 1 ARTICLE I DEFINITIONS For the purposes of this Plan, the following words and phrases shall have the following meanings unless a different meaning is clearly required by the context: (1) "Account" of a Participant or "Participant's Account" - the then total current market value of the account in the Participant's name as determined by the Trustee representing the entire interest of a Participant in the Plan. Effective January 1, 2002, each account shall consist of the Non-ESOP Account and ESOP Account. Prior to January 1, 2002, each account shall consist of a Pre-Tax Savings Plan Contribution subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions attributable to a Participant and allocated earnings attributable thereto and a Company Contribution subaccount which will reflect the amount of Company Contributions made pursuant to Article IV herein and allocated earnings attributable thereto. (2) "Active Participation" - the making of Participant contributions to the Plan and the right to share in the allocation of Company Contributions and ESOP Contributions, if any. (3) "Actual Deferral Percentage" - for each Plan Year, the ratios (expressed as a percentage and calculated separately for each Eligible Employee in a specified group) of a) the total amount of Company Wage Reduction Contributions to b) the Eligible Employee's aggregated Compensation for such Plan Year. Effective until January 1, 1997, for purposes of determining the Actual Deferral Percentage for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, any Compensation paid to a Family Member or any contribution made by the Company on such Family Member's behalf under Section 1 of Article III shall be treated as paid to or contributed on behalf of the Highly Compensated Employee. Such Family Member shall be disregarded in determining the Actual Deferral Percentage for Non-Highly Compensated Employees. In addition, the Actual Deferral Percentage for any Highly Compensated Employee for the Plan Year and who is a participant under two or more plans described in Section 401(k) of the Code which are maintained by the Company, shall be the sum of the Actual Deferral Percentages under each of such plans. (4) "Adjusted Employment Date" - the date arrived at when the Employee's prior Continuous Credited Service is subtracted, according to Section 2 of Article II, from the date on which the Employee first renders service entitling him/her to credit for an Hour of Service subsequent to a prior period of Continuous Credited Service. 2 (5) "Affiliated Group" - means the Company and any and all other corporations, trades and/or businesses, the employees of which together with Employees of the Company are required, by the first sentence of Subsection (b) or Subsection (c) of section 414 of the Code to be treated as if they were employed by a single employer. Each corporation or unincorporated trade or business that is or was a member of the Affiliated Group shall be referred to herein as an "Affiliated Group Member" or an "Affiliated Company" but only during such period as it is or was such a member. (6) "Code" - the Internal Revenue Code of 1986, as amended to date, and as it may hereafter be amended, or any successor statute of similar purpose. (7) "Committee" - the Defined Contribution Plan Committee established herein. (8) "Common Stock" - common stock of Cooper Tire & Rubber Company, which is intended to be 'employer securities' within the meaning of Section 409(l) of the Code, and 'qualifying employer securities' within the meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to acquire and hold Common Stock, and shall be an eligible individual account plan, as that term is defined in Section 407(d)(3)(A) of ERISA. (9) "Company" - Cooper Tire & Rubber Company and any of its subsidiary corporations which adopt this Plan. (10) "Company Contributions" - contributions made by the Company pursuant to Article IV of the Plan, other than Company Wage Reduction Contributions. (11) "Company Wage Reduction Contributions" - amounts transferred to the Plan by the Company pursuant to wage reduction arrangements between the Company and Participants, also sometimes referred to herein as Pre-tax Savings Plan Contributions. (12) "Compensation" - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time. Effective until January 1, 1997, in determining the compensation of a Participant for purposes of the limitation, the rules of section 414(q)(6) of the Code shall apply, except in applying such rules, the term family shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of the rules described in the preceding sentence the limitation of Section 401(a)(17) of the Code is exceeded, then the limitation shall be prorated among the 3 affected individual's Compensation as determined under this section prior to the application of this limitation. In addition to other applicable limitations set forth in the plan, and notwithstanding any other provision of the plan to the contrary, for plan years beginning on or after January 1, 1994, the annual compensation of each employee taken into account under the plan shall not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93) annual compensation limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For plan years beginning on or after January 1, 1994, any reference in this plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA `93 annual compensation limit set forth in this provision. If compensation for any prior determination period is taken into account in determining an employee's benefits accruing in the current plan year, the compensation for that prior determination period is subject to the OBRA '93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is $150,000. (13) "Continuous Credited Service" - the number of years aggregated under the provisions of Article II, Section 2, except that Continuous Credited Service prior to January 1, 1976, shall be calculated from the most recent Employment Date. (14) "Current Earnings" - net income before federal income taxes of the Company for its current fiscal year and before deducting any Company Contributions or ESOP Contributions to this Plan for such fiscal year determined on the basis of generally accepted accounting principles. (15) "Designated Beneficiary" - the beneficiary chosen by the Participant, in accordance with the provisions of Article VIII herein, to receive, upon the Participant's death, any benefit payable under this Plan by reason of the Participant's death. (16) "Eligible Employee" - any Employee who has satisfied the provisions of Section 1 of Article II. (17) "Employee" - any employee of the Bowling Green-Seal plant of the Company, whose terms and conditions of employment are determined through collective bargaining with the Union. To the extent required by Section 414(n) of the Code, the term "Employee" includes any person who is a "leased employee" of the Company or any other Controlled Group Member. For purposes of this Subsection, a "leased employee" means any person 4 who, pursuant to an agreement between the Company or a Controlled Group Member and any other person ("leasing organization"), has performed services for the Company or Controlled Group Member on a substantially full-time basis for a period of at least one year, and, effective January 1, 1997, such services are performed under the primary direction or control of the Company or Controlled Group Member. Contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the Company or a Controlled Group Member will be treated as provided by the Company or Controlled Group Member. A leased employee will not be considered an Employee of the Company or a Controlled Group Member, however, if (1) leased employees do not constitute more than 20% of the Company's or Controlled Group Member's non-highly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by a money purchase pension plan maintained by the leasing organization that provides (i) a non-integrated employer contribution rate of at least 10% of compensation, (ii) immediate participation and (iii) full and immediate vesting. All personal and relative pronouns, singular or plural, and words "person", "Employee", and "Employees" shall refer to both male and female Employees generally. (18) "Employment Date" - the date on which the Employee first completes an Hour of Service in the employ of the Company, whether or not that service is performed as an Employee. (19) "ESOP Account" - shall include all amounts in the Participant's Account that are transferred to the ESOP Account pursuant to Section 3 and Section 5 of Article V. The ESOP Account shall be established under the ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Company Contributions subaccount which will reflect the amount of Company Contributions in the ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto, and an ESOP Contributions subaccount which will reflect the amount of ESOP Contributions in the ESOP Account made pursuant to Article XVIII herein and allocated earnings attributable thereto. (20) "ESOP Contributions" - are the discretionary contributions made by the Company pursuant to Section 3 of Article XVIII. (21) "ESOP Feature" - is the portion of the Plan described in Article XVIII and shall be effective January 1, 2002. The ESOP Feature consists of the ESOP Account. (22) "Family Member" - effective until January 1, 1997, with respect to any Employee, such Employee's spouse and lineal ascendants and descendants and the spouses of such lineal ascendants and descendants. (23) "Highly Compensated Employee" - The term Highly Compensated Employee includes highly compensated active Employees and highly compensated former Employees. 5 For a particular Plan Year, effective January 1, 1997, a highly compensated active Employee means any Employee who: (i) was a 5-percent owner at any time during the current or the preceding Plan Year or (ii) for the preceding Plan Year received compensation from the Company in excess of the amount in effect for such Plan Year under Section 414(q)(1)(B) of the Code and was in the top-paid group of Employees for such preceding Plan Year. For the purposes of this Subsection, (i) the term "compensation" shall mean (A) for periods prior to January 1, 1998, the sum of an Employee's compensation under Section 415(c)(3) of the Code and the Employee's Pre-Tax Savings Plan Contributions (subject to the limitation of Section 401(a)(17) of the Code), and (B) for periods commencing on and after January 1, 1998, an Employee's compensation under Section 415(c)(3) of the Code (subject to the limitation of Section 401(a)(17) of the Code), and (ii) the term "top-paid group" shall mean that group of Employees of the Company consisting of the top 20 percent (20%) of such Employees when ranked on the basis of compensation paid by the Company during the Plan Year. A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Company during the determination year, and was a highly compensated active Employee for either the separation year or any determination year ending on or after the Employee's 55th birthday. This paragraph shall apply until January 1, 1997. If any Employee is, during a determination year or look-back year, a family member of either a 5 percent owner who is an active or former Employee or a Highly Compensated Employee who is one of the 10 most Highly Compensated Employees ranked on the basis of Compensation paid by the Company during such year, then the family member and the 5 percent owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family member and 5 percent owner or top-ten Highly Compensated Employee shall be treated as a single Employee receiving compensation and Plan contribution or benefits equal to the sum of such Compensation and contributions or benefits of the family member and 5 percent owner or top-ten Highly Compensated Employee. For purposes of this section, family member includes the spouse, lineal ascendants and descendants of the Employee or former Employee and the spouses of such lineal ascendants and descendants. The determination of who is a Highly Compensated Employee, including the determination of the number and identity of Employees in the top-paid group, and the compensation that is considered, will be made in accordance with section 414(q) of the Code and the regulations thereunder. (24) "Hour of Service" - each hour for which an employee is paid, or entitled to payment, by the Company for the performance of duties or on account of a period of time during which no duties are performed due to vacation, holiday, jury duty, short-term military duty or funeral absence. Each hour for which an employee is not paid, or not entitled to payment, on account of a period of time during which the employee continues to accrue 6 Continuous Credited Service while under an approved leave of absence for illness, incapacity or disability, long-term military duty or personal reasons. Each hour for which an employee is paid back pay, regardless of mitigation of damages, except for hours previously credited for the same period, or severance pay. Hours of Service shall not be credited due to payments received by an employee from a plan maintained for the sole purpose of complying with applicable worker's or unemployment compensation laws, complying with disability insurance laws, or reimbursement of medical or medically related expenses. Such hours shall be credited as specified in Section 201 of the Employee Retirement Income Security Act of 1974, as amended, and as specified at Title 29, Code of Federal Regulations, 2530.200b. Hours of Service performed at premium rates (such as holiday pay overtime or shift differential) shall be credited as single Hours of Service, regardless of the rate of compensation in effect for such service. If an Employee is absent from work for any period which commences on or after the Effective Date: a) by reason of the pregnancy of the Employee, b) by reason of the birth of a child of the Employee, c) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or d) for purposes of caring for any such child for a period beginning immediately following such birth or placement, and the absence is permitted under the Company-Union basic labor agreement, the Employee shall not, solely by reason of such absence, be considered to have incurred a Severance Date for purposes of participation and for determining his/her vested interest until the expiration of the consecutive twenty-four (24) month period commencing on the first day of the absence. If an Employee is absent from work for any period for any reasons referred to in subparagraphs (a), (b), (c) and (d) of this subsection, and such period includes the last day of the Plan Year, the Employee shall be deemed to be employed on such date for purposes of Section 3 of Article II. (25) "Investment Option" - one of those forms of investment which are available to a Participant to invest Company Wage Reduction Contributions, vested Company Contributions and related earnings under the Plan. (26) "Leave of Absence" - leave of absence granted by the Company due to illness or injury, required U.S. Military Service, or other special leave of absence set forth in the Company-Union basic labor agreement, under which all Participants in similar circumstances shall be treated alike. 7 (27) "Non-ESOP Account" - shall include all Pre-Tax Savings Plan Contributions, Company Contributions, and Transfer Contributions made to the Plan pursuant to Articles III and IV of the Plan; except that the Non-ESOP Account shall not include any portion of such contributions transferred to the Participant's ESOP Account pursuant to Section 3 and Section 5 of Article V. The Non-ESOP Account shall be established under the Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, and a Company Contributions subaccount which will reflect the amount of Company Contributions in the Non-ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto. (28) "Non-ESOP Feature" - is the portion of the Plan, on and after January 1, 2002, (a) which is not included within the ESOP Feature, (b) which is intended to qualify as a profit sharing plan under Code Section 401(a), and (c) which includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k). The Non-ESOP Feature consists of the Non-ESOP Account. (29) "Non-Highly Compensated Employee - any Eligible Employee who is neither a Highly Compensated Employee nor, effective until January 1, 1997, a Family Member of a Highly Compensated Employee. (30) "Normal Retirement Date" - the later of the day the Participant attains age sixty-five (65) or the completion of five (5) years of participation in the Company's Bowling Green-Seal Hourly Employees' Retirement Plan. (31) "One-Year Break in Service" - a Plan Year during which a Participant has five hundred (500) or fewer Hours of Service. Temporary excused absences, including military leave, shall not constitute a One-Year Break in Service. Further, solely for the purpose of determining whether a Participant has incurred a One- Year Break in Service, Hours of Service shall be recognized for "maternity and paternity leaves of absence." A "maternity or paternity leave of absence" shall mean, for Plan Years beginning after December 31, 1984, an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a One-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the plan administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a "maternity or paternity leave of absence" shall not exceed five hundred one (501). 8 (32) "Participant" - any person who has been admitted to participation in this Plan pursuant to the provisions of Article II. The term "Participant" shall include active Participants (those currently eligible to share in Company Contributions and ESOP Contributions, if any), inactive Participants (those individuals who are employed by the Company and have been active Participants but are not eligible to share in Company Contributions or ESOP Contributions), and any former Employee who has an Account under the Plan. (33) "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be modified or amended from time to time. Effective January 1, 2002, the Plan consists of the ESOP Feature and the Non-ESOP Feature. (34) "Plan Year" - except as otherwise provided herein, a Plan Year shall be the calendar year beginning January 1 and ending December 31. With respect to each person becoming employed by the Company or an Affiliated Company, for purposes of eligibility to participate herein, the initial Plan Year shall be the calendar year which commences coincident with or immediately following the Employee's Employment Date. (35) "Pre-tax Savings Plan Contribution" - the percentage of a Participant's Compensation which the Company contributes to the Plan pursuant to a wage reduction agreement, under which a Participant elects to forego a percentage of such Compensation, reduced for purposes of the Plan, also sometimes referred to as a Company Wage Reduction Contribution. (36) "Severance Date" - the earliest of (a) the date on which the Employee retires, dies, quits, or is discharged or (b) the date on which the Employee ceases to accrue Continuous Credited Service in accordance with the Company-Union basic labor agreement provisions for leave of absence; but in no event shall the Severance Date, as defined in (a) and (b), be earlier than the first anniversary of the first day of a period throughout which the Employee remains absent, with or without pay, from the service of the Company by reason of the absence. (37) "Severance Period" - the period of time between the Employee's Severance Date and the date on which he again performs an Hour of Service. (38) "Total and Permanent Disability" - a condition of a Participant as the result of bodily injury or disease from an unavoidable cause which prevents such Participant from being physically able to meet his/her present job requirements as the same existed at the time of the Participant's cessation of service due to such condition and which disability will (in the opinion of a qualified physician designated by the Committee) presumably be permanent and continuous during the remainder of his/her life. Such condition shall be deemed to have resulted from an unavoidable cause unless it: a) was contracted, suffered or incurred while the Participant was engaged in, or resulted from having engaged in, a felonious enterprise, or b) resulted from habitual drunkenness or addiction to hallucinogenic and/or narcotic drugs not prescribed by a qualified physician for treatment of a condition other than drug addiction, or 9 c) resulted from an intentional self-inflicted injury or self- induced sickness. (39) "Transaction Period" - a period defined in Article XV herein during which certain rules and regulations, as established by the Committee and the Trustee, shall govern all transactions relating to securities. (40) "Transactions" - all purchases, sales, redemptions or other dispositions of securities by the Trustee under the Plan. (41) "Transfer Contributions" - those amounts transferred to the Plan on behalf of an Employee from another plan qualified under Section 401(a) of the Code as described in Article III, Section 8. (42) "Trustee" - the Trustee or Trustees designated by the Company as provided herein. (43) "Trust Fund" - assets of the Plan and Trust as the same shall exist from time to time. (44) "Unvested" - that portion of a Participant's Account balance which is not vested pursuant to Article VI herein. (45) "Vested" - that portion of a Participant's Account balance to which he/she has a nonforfeitable right pursuant to Article VI herein. 10 ARTICLE II ELIGIBILITY AND PARTICIPATION SECTION 1 ELIGIBILITY Any Employee of the Company eligible for membership in the Union who has completed thirty days of Continuous Credited Service is eligible to participate in the Plan. Notwithstanding the foregoing, no Employee who serves only as a leased employee as defined in Section 414(n) of the Code shall be covered by the Plan or deemed to be a Participant. SECTION 2 CONTINUOUS CREDITED SERVICE (a) Continuous Credited Service for purposes of computing eligibility shall be defined as the period of time (as computed by completed 1/12ths of a year) between the Employee's Employment Date or Adjusted Employment Date and the current date or the Employee's most recent Severance Date. (b) Any person who incurs a Severance Period after January 1, 1990, shall have Continuous Credited Service restored on the following basis: (i) A person who before the Severance Date had established a nonforfeitable right to any vested benefit will for all purposes have pre-Severance Period and post-Severance Period Continuous Credited Service aggregated to create an Adjusted Employment Date. (ii) A person who before the Severance Date had not established a nonforfeitable right to any vested benefit will have Continuous Credited Service restored on the following basis to create an Adjusted Employment Date: (A) If the Severance Period is less than the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall be aggregated with any Continuous Credited Service after the Severance Period to create an Adjusted Employment Date for all purposes. Such aggregation of Continuous Credit Service shall not include any period of time during the Severance Period. (B) If the Severance Period equals or exceeds the greater of five (5) years or the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall not be aggregated and the Employee shall become a Participant as specified in Section 3 of this Article. SECTION 3 An Employee described in Section 1 will become a Participant in the Plan upon satisfaction of all the following requirements: (a) completion of thirty days of Continuous Credited Service, 11 (b) receipt by the Committee of a completed application, (c) agreement to an appropriate payroll deduction from his/her Compensation, (d) agreement to accept a reduction of his/her Compensation equal to the whole percentage of his/her Compensation per payroll period he/she elects to have contributed by the Company as a Pre-tax Savings Plan Contribution. A Participant shall cease to be eligible to make contributions to the Plan and to share in Company Contributions or ESOP Contributions under the Plan when he/she is no longer an Employee due to: resignation, termination, retirement, death, Total and Permanent Disability, or otherwise ceasing to be an Employee or the Participant's voluntary election to suspend participation pursuant to Article VII hereof. Participation in the Plan will cease when the Employee or former Employee no longer has an Account under the Plan. A Participant who voluntarily ceases Active Participation from this Plan while still an Employee accumulating Continuous Credited Service shall be ineligible to resume Active Participation for a period of twelve (12) months from the date Active Participation last ceased. Notwithstanding the above paragraph, a Participant who retires under the Company's Bowling Green-Seal Pension and Insurance Agreement may elect to continue to be a Participant in the Plan and maintain an Account until the earlier of the date he/she withdraws the balance in his/her Account or April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. After the effective date of such retirement, such a Participant shall not be entitled to make contributions to the Plan or share in the allocation of Company Contributions or ESOP Contributions. Participation in the Plan by Eligible Employees shall be voluntary. 12 ARTICLE III PARTICIPANTS' CONTRIBUTIONS SECTION 1 AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION To be an Active Participant, an eligible individual must have made on his/her behalf or agree to make a Pre-tax Savings Plan Contribution in the following manner: (a) A Participant may agree to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution, an amount, at his/her election, not to exceed the lesser of: (i) 15% of his/her Compensation or (ii) $7,979 (or such greater amount as determined by the Secretary of Treasury). In calculating the limit under Code Section 402(g) for purposes of Code Section 401(k), the amounts to be deferred by an eligible Employee under each plan for which he/she is eligible to make wage deferrals will be aggregated by treating all cash or deferred arrangements under which the Employee is eligible as a single arrangement. If the limit set forth by Code Section 402(g) is exceeded, then the deferrals in excess of the limits must be distributed by April 15 of the following year. Such reduction in Compensation must be made at the time the Participant would normally receive his Compensation from the Company. (b) A Participant, by agreeing to have contributed on his/her behalf a Pre-tax Savings Plan Contribution, shall enter into a written wage reduction agreement with the Company. The terms of such reduction agreement shall provide that the Participant accepts a reduction in his/her Compensation from the Company equal to any whole percentage of his/her Compensation per pay period which he/she elects to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution. (c) Pre-tax Savings Plan Contributions shall be fully vested and nonforfeitable at all times. (d) The Company may amend or revoke its wage reduction agreement with any Participant at any time, if the Company determines that such revocation or amendment is necessary to insure that contributions by or on behalf of a Participant for any Plan Year will not exceed the limitations of Section 415 or to insure that the discrimination tests of section 401(k) of the Code are met for such Plan Year. (e) If a Participant's Compensation for any Plan Year is such that he or she is a Highly Compensated Employee for the Plan Year, the actual deferral percentage test of Section 401(k)(3) of the Code will be met. The Plan incorporates by reference the provisions of Sections 401(k)(3) of the Code and regulation Section 1.401(k) - 1(b) thereunder. 13 SECTION 2 LIMITATIONS ON PARTICIPANT CONTRIBUTIONS All contributions made by or on behalf of a Participant are subject to the limitations imposed by section 401(k), and section 415 of the Code as further set forth in Article XII hereof. The maximum amount of such contributions is limited under Section 401(k)(3) determined by reducing contributions made on behalf of Highly Compensated employees in order of their contribution percentages beginning with the highest of such percentages. SECTION 3 CHANGING CONTRIBUTION PERCENTAGE The contribution percentage(s) designated by a Participant shall continue in effect, notwithstanding any change in his/her Compensation, until he/she shall change such contribution percentage(s). A Participant may elect, at any time, but not less than thirty (30) days from the last change in contribution percentage(s) to increase or decrease the contribution percentage(s) within the applicable limits to be effective as soon as practicable after receipt of notice of change. SECTION 4 CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES Each Participant's Pre-tax Savings Plan Contributions shall be in whole multiples of 1% of Compensation, subject to adjustment pursuant to Section 5 hereof. SECTION 5 METHOD OF PARTICIPANTS' CONTRIBUTIONS (a) Each Pre-tax Savings Plan Contribution made by the Company on behalf of a Participant shall be transferred to the Plan pursuant to the terms of a written wage reduction agreement between such Participant and the Company. A Participant's wage reduction agreement shall be modified automatically to correspond to the change in the amount of the Pre-tax Savings Plan Contributions made on his/her behalf as set forth in Section 3 hereof. (b) The tentative wage reduction amount set forth in any wage reduction agreement shall be in any amount as the Participant shall elect, but shall be not less than 1% and not more than 15% of Compensation of such Participant. Tentative wage reductions shall become final, and then shall constitute Pre-tax Savings Plan Contributions, only after the Company or the Committee has made such adjustments thereto as they (or either of them) deem necessary to maintain the qualified status of this Plan or to maintain the status of any portion of this Plan as a qualified cash or deferred arrangement under section 401(k) of the Code. (c) All amounts withheld pursuant to a wage reduction agreement and thereafter contributed to the Plan as Pre-tax Savings Plan Contributions shall be so delivered only if the Company in good faith believes that such amounts do not exceed the amounts permissible pursuant to the limitations hereinabove set forth. If any amount shall be withheld from the Compensation of a Participant pursuant to a 14 wage reduction agreement which exceeds the maximum amount permissible pursuant to Section 5(b) hereof, and if such amount is contributed to the Plan as a Pre-tax Savings Plan Contribution by way of a mistake of fact, it shall be refunded to the Company and shall thereafter be paid as promptly as practicable (subject, however, to the withholding of taxes and other amounts as though such amount were current compensation) by the Company to the Employee from whose Compensation such amount was obtained pursuant to a wage reduction agreement. SECTION 6 CREDITING OF CONTRIBUTION AMOUNTS Company Wage Reduction Contributions shall be transferred by the Company to the Trustee as soon as practicable, but not less than monthly. All payments so made by the Company shall be reported to the Committee. All such contributions shall be appropriately credited to the Account of each Participant by the Trustee. SECTION 7 VETERANS Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and Continuous Credited Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. "Qualified military service" means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. SECTION 8 TRANSFER CONTRIBUTIONS The Trustee is authorized to accept on behalf of a Participant, and hold as part of a Participant's Account, assets from a trustee of another plan qualified under Section 401(a) of the Code, provided that such other plan permits such a transfer and provided that the Committee approves such transfer from such other plan. All amounts so transferred to a Participant's Account shall be referred to herein as "Transfer Contributions." SECTION 9 CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature to the ESOP Feature. 15 ARTICLE IV COMPANY CONTRIBUTIONS SECTION 1 AMOUNT OF COMPANY CONTRIBUTIONS The Company shall contribute to the Trustee out of Current Earnings for that fiscal year or, at its discretion as set forth below out of its accumulated earnings, in cash or in its treasury or authorized but unissued Common Stock the value of which shall be computed at the applicable fair market value on the date of contribution by the Company, an amount equal to the lesser of: (a) the aggregate of seventy-five percent (75%) of all Pre-Tax Savings Plan Contributions which represent up to four percent (4%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1), or (b) an amount equal to fifteen percent (15%) of the Company's Current Earnings for such year in excess of ten percent (10%) of the stockholder's equity of the Company at the beginning of such year. The Company's Board of Directors may, at its discretion, waive the limitations in paragraph (b) above and contribute to the Trustee out of Current Earnings for that fiscal year or its accumulated earnings an amount not to exceed the limitations in paragraph (a) above. The Company will not match, nor allocate its contributions to, any portion of Pre-Tax Savings Plan Contributions which represent an amount in excess of four percent (4%) of a Participant's Compensation during each Plan Year. Company Contributions will be subject to the nondiscrimination test pursuant to Section 401(m)(2) of the Code. For any Plan Year the contribution percentage for eligible Highly Compensated Employees shall not exceed the greater of: (A) 125 percent of such percentage for all other Eligible Employees, or (B) the lesser of 200 percent of such percentage for all other Eligible Employees, or such percentage for all other Eligible Employees plus 2 percentage points. For nondiscrimination testing purposes, the multiple use rules pursuant to Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is required, Pre-Tax Savings Plan Contributions will be distributed as provided by Regulation Section 1.401(m)-2)(c). At any time corrections are required to either the nondiscrimination test or multiple use rules by distributing Pre-tax Savings Plan Contributions any related Company Contributions will also be distributed or forfeited to avoid discrimination. SECTION 2 COMPANY WAGE REDUCTION CONTRIBUTIONS 16 The Company shall contribute with respect to each Plan Year the aggregate of the Company Wage Reduction Contributions for such Plan Year, as determined pursuant to wage reduction agreements in force between the Company and Participants in the Plan. Company Wage Reduction Contributions shall be fully Vested and nonforfeitable at all times. SECTION 3 ALLOCATION OF COMPANY CONTRIBUTIONS The Company Contributions for each fiscal year shall be allocated by the Trustee to each Participant's Account in proportion to seventy-five percent (75%) of each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up to an aggregate contribution thereof of four percent (4%) of a Participant's Compensation for such year. If a Participant or Designated Beneficiary becomes entitled to distribution of his/her Account under the Plan as a result of the Participant either retiring from the Company under one of its retirement programs (except a Deferred Vested Pension), suffering a Total and Permanent Disability or dying and Pre-Tax Savings Plan Contributions have been made on his/her behalf to which Company Contributions, if any, are allocated in the year in which such event (retirement, Total and Permanent Disability, or death) occurred, such Participant shall be entitled to share in the Company Contribution which it may make with respect to such year, as herein provided, as if such event had not occurred. There shall be directly and promptly allocated to the Pre-Tax Savings Plan Contributions subaccount of each Participant the Company Wage Reduction Contributions, as set forth in Section 2 hereof. Company Contributions will be allocated to the Participant only if the Participant is employed on the last day of the Plan Year, except in the case of retirement, Total and Permanent Disability or death. SECTION 4 REPORTING THE CONTRIBUTIONS The Company Contributions and Company Wage Reduction Contributions shall be reported to the Committee by the Company. SECTION 5 CONTINGENT NATURE OF CONTRIBUTIONS To the extent that the deductibility thereof is subsequently denied, each Company Contribution and each Company Wage Reduction Contribution made by the Company pursuant to the provisions of this Article IV hereof is hereby made expressly contingent upon the deductibility thereof for federal income tax purposes for the year with respect to which such contribution is made. Each such contribution is further contingent upon the maintenance of qualified status by the Plan for the year with respect to which such contribution is made, to the extent that the loss of qualified status would deprive the Company of the deduction taken for such contribution. SECTION 6 EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS 17 All contributions made by the Company are made for the exclusive benefit of the Participants and their beneficiaries, and such contributions shall not be used for nor diverted to purposes other than for the exclusive benefit of the Participants and their beneficiaries, including the costs of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, refunds of Company Contributions shall be made to the Company under the following circumstances and subject to the following limitations, to the extent that such refunds do not, in themselves, deprive the Plan of its qualified status: (a) To the extent that a Federal income tax deduction is disallowed for any Company Contribution, the Trustee shall refund to the Company the amount so disallowed within one (1) year of the date of such disallowance. (b) In the case of a contribution, or for any Company Wage Reduction Contribution, which is made in whole or in part by reason of a mistake of fact, so much of the Company Contribution as is attributable to the mistake of fact shall be returnable to the Company upon demand, upon presentation of evidence of the mistake of fact to the Trustee and of calculations as to the impact of such mistake of fact. Demand and repayment must be effected within one (1) year after the last installment payment of the contribution to which the mistake applies. In the event that any refund of amounts contributed under Section 1 hereof is paid to the Company, such refund shall be made without interest and shall be deducted from among the Company Contributions subaccounts of Participants only to the extent that the amount of the refund can be identified to specific Participants (as in the case of certain mistakes of fact). Refunds of amounts contributed pursuant to Section 2 hereof (relating to contributions attributable to wage reduction) are treated at Section 6 of Article III. Notwithstanding any other provision of this Section 6, no refund shall be made to the Company which is specifically chargeable to the Account of any Participant in excess of one hundred percent (100%) of the amount in such Account, nor shall a refund be made by the Trustee of any funds, otherwise subject to refund hereunder, which have been distributed to Participants and/or beneficiaries. In the case that such distributions become refundable, the Company shall have a claim directly against the distributees to the extent of the refund to which it is entitled. All refunds pursuant to this Section 6 shall be limited in amount, circumstance and timing to the provisions of Section 403(c) of the Employee Retirement Income Security Act of 1974, as amended, and no such refund shall be made if, solely on account of such refund, the Plan would cease to be a qualified Plan pursuant to Section 401(a) of the Code. SECTION 7 TRANSMITTING THE COMPANY CONTRIBUTIONS Each Company Contribution shall be sent to the Trustee as promptly as practicable following the determination of the amount thereof, and, in any event, on or before the date established by law (including any extension thereof) for the filing of the Company's federal 18 income tax return for the taxable year with respect to which such Company Contribution is made. Contributions made pursuant to Section 2 hereof shall be made no later than the date specified in the preceding sentence, and shall be made at such earlier dates as may be practicable provided, however, that no wage reduction amount shall be held by the Company without contributing same to the Plan for a period longer than the longest period that is permissible under regulations published under Section 401(k) of the Code, and, in any event, amounts contributed under Section 2 hereof with respect to any Plan Year shall be deemed credited to the Pre-Tax Savings Plan Contributions subaccount of the Participant not later than the last day of such Year. SECTION 8 CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article IV, the Company Contributions and Company Wage Reduction Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature and ESOP Feature. 19 ARTICLE V INVESTMENT OF CONTRIBUTIONS SECTION 1 INVESTMENT OF FUNDS Except for Unvested Company Contributions and, subject to Section 4 of Article XVIII, ESOP Contributions, the amounts in a Participant's Account may be invested on behalf of such Participant in one or more of the following Investment Options, at the Participant's discretion: (a) Option A: Cash with Interest. - Cash will be invested in a fixed income account with a bank, insurance company, or an investment adviser registered under the Investment Advisers Act of 1940. (b) Option B: Mutual Fund(s). - Cash will be invested in one or more mutual funds approved by the Committee and made available to Participants. (c) Option C: A fund comprising a pooled account of Common Stock of the Company. The amounts credited to a Participant's Account from, subject to Section 4 of Article XVIII, the ESOP Contributions and Unvested Company Contributions shall be invested in the Common Stock fund. SECTION 2 INSTRUCTIONS TO THE TRUSTEE A Participant will instruct the Trustee in writing as to the manner in which his/her contributions in his/her Account, other than Company Contributions and ESOP Contributions, shall be invested in any one or more of the Investment Options in such proportions as he/she sees fit, except that the amounts so specified shall be in multiples of one percent (1%). A Participant may likewise instruct the Trustee with respect to the retention or investment of the Vested portion of the Company Contributions subaccount and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount allocated to his/her Account, subject to the same limitations as apply to the investment of the contributions in his/her Account other than Company Contributions. Investment instructions with respect to the contributions in his/her Account other than Company Contributions and ESOP Contributions, and with respect to the Vested portion of the Company Contributions and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount may be different, both as to the kind of investment and as to the relative amounts to be invested in such investments. Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the Unvested portion of the Company Contributions subaccount shall remain invested in the Common Stock fund. SECTION 3 TRANSFER TO THE ESOP FEATURE Effective January 1, 2002, any amount of the Participant's Non-ESOP Account invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the contributions comprising such 20 amounts invested in the Common Stock fund were made to the Plan. Notwithstanding the foregoing, any amount in a Participant's Account that is attributable to contributions made to the Plan prior to January 1, 2002 and that is invested in the Common Stock fund on December 31, 2001 shall be transferred to the Participant's ESOP Account effective as of January 1, 2002. SECTION 4 TRUSTEE OPTIONS The Trustee is authorized to purchase treasury or authorized but unissued Common Stock of and from the Company, if offered by it, at the applicable fair market value. SECTION 5 CHANGING OF INVESTMENTS As to the investment of future contributions with respect to which the Participant has investment discretion, the Participant shall have the right, at any time, but not more often than once daily, to instruct the Trustee to change the amounts to be invested in any Investment Option(s) for all his/her contributions. A Participant shall instruct the Trustee pursuant to this Section 5 with regard to the investment of any portion of the Participant's Account attributable to Transfer Contributions. Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of this Article V, any amount that the Participant chooses to invest in the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account on and after January 1, 2002, subject to transfer to the Participant's ESOP Account. Effective January 1, 2002, any such amount invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the investments were changed into the Common Stock fund. On and after January 1, 2002, any amount that the Participant chooses to invest in any Investment Option(s) other than the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account. All such directions to sell or to redeem securities held in the Participant's Account or to reinvest the proceeds and all changed investment directions shall become effective during the Transaction Period, as such term is defined in Section 1 of Article XV. All such directions received and completed prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the close of the business day of receipt of such directions. All such directions received and completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the following day when both the Trustee and the New York Stock Exchange are open for business. SECTION 6 EARNINGS FROM INVESTMENTS Except as provided in Section 6 of Article XVIII, earnings from the Investment Options shall be reinvested in the Investment Option producing such earnings. SECTION 7 UNINVESTED FUNDS UNDER INVESTMENT OPTIONS Any funds in the hands of the Trustee as to which the Participant has instructed the Trustee to invest in any given Investment Option but which temporarily remains uninvested may 21 be held by the Trustee in cash. Shares of Common Stock shall be in full shares only, with no fractional shares being purchased or held. Amounts creditable to the Accounts of Participants which cannot be invested in the Investment Option selected because such amounts are insufficient to purchase a full share of Common Stock shall be temporarily held pursuant to this Section 6 as uninvested funds for the benefit of the Account to which such amount is allocable. SECTION 8 SELECTION OF INVESTMENT OPTION The selection of an Investment Option by a Participant will be entirely the responsibility of such Participant. Neither Trustee, the Committee, the Company, nor any of its personnel shall be empowered to advise a Participant as to the manner in which the amounts credited to any Account shall be invested. The fact that a security is available to Participants for investment under this Plan shall not be construed as a recommendation for the purchase of that security, nor shall the designation of any Investment Option impose any liability on the Trustee, the Committee, the Union, the Company, or any of its personnel. 22 ARTICLE VI VESTING OF CONTRIBUTIONS SECTION 1 VESTING OF PARTICIPANT CONTRIBUTIONS A Participant shall have a nonforfeitable interest in his/her Account balance to the extent that it is attributable to contributions made by him/her or on his/her behalf including (but not limited to) Company Wage Reduction Contributions (but not including Company Contributions), at all times (subject to the terms and conditions of Articles IX and XI), and in all assets in his/her Account attributable thereto. SECTION 2 VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes five (5) years of Continuous Credited Service (Article II, Section 2). For Participants with five (5) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account. Notwithstanding the foregoing, a Participant shall at all times be Vested in any earnings and dividends paid on the investments of Unvested Company Contributions and ESOP Contributions held in the Participant's Account. Full one hundred percent (100%) vesting shall also occur upon attainment of the Participant's Normal Retirement Date. Should a Participant terminate participation in the Plan by reason of any of the following, all Company Contributions and ESOP Contributions will become one hundred percent (100%) Vested to the Participant: (a) Total and Permanent Disability (b) Death (c) Termination of the Plan, (or partial termination of the Plan if the Participant is affected thereby), or (d) Complete and final discontinuance of Company Contributions. If a Participant terminates employment at a time when his/her Company Contributions and ESOP Contributions are Unvested, such Unvested contributions shall be forfeited upon the earlier of (i) the distribution to the Participant of the Vested portion of his/her Account or (ii) the close of five consecutive Severance Periods after such termination of employment. SECTION 3 VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest provided restoration is made prior to the attainment of five (5) years Continuous Credited Service by the Participant. 23 ARTICLE VII SUSPENSION OF PARTICIPATION SECTION 1 SUSPENSION RESULTING FROM JOB TRANSFER In the event that a Participant is transferred to a job with the Company which renders such Participant ineligible to participate actively in this Plan, then, in such event, such Participant's Active Participation shall be deemed to be suspended. However, during the period of suspension the Participant's Account shall continue to be vested as if no suspension had occurred. Such suspension shall remain in effect until: (a) the Participant is transferred to a job whereby he/she would be re-eligible to be an active Participant in the Plan, or (b) a termination occurs pursuant to Article XI of the Plan. 24 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED SECTION 1 APPLICATION OF FORFEITURES All Company Contributions and ESOP Contributions forfeited in accordance with Article VI, Section 2 shall be used to reduce the Company's subsequent contributions to the Plan. However, such forfeited Company Contributions and ESOP Contributions will be restored to the Participant's Account should the Participant exercise restoration rights as defined in Section 7 of Article XI. In the event that the Plan is terminated, any forfeitures not previously applied to reduce Company Contributions shall be credited (on the basis of each individual Participant's current year Compensation as a ratio to the total current year Compensation of all Participants) to the Accounts of all Participants entitled to share in the allocation of Company Contributions at the time of such termination. SECTION 2 TREATMENT OF FORFEITED SECURITIES Forfeited securities shall be converted to cash and be invested by the Trustee; such cash shall be applied to the reduction of the next contribution by the Company. Upon forfeiture of a portion of the Company Contributions or ESOP Contributions, the Trustee shall sell such amount of the securities allocated to the Participant's Account as may be necessary to effect the forfeiture. 25 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS SECTION 1 WITHDRAWAL EVENTS No amount may be withdrawn by a Participant from Company Wage Reduction Contributions, Company Contributions, or ESOP Contributions earlier than the occurrence of hardship (see Section 2 below) or one of the following events: (a) the Participant's retirement, death, Total and Permanent Disability, or termination of Employee status; (b) termination of the Plan without establishment of a successor plan; (c) the Participant's attainment of age 59 1/2; (d) the sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation; (e) the sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. (f) An Eligible Rollover Distribution by a Distributee to an Eligible Retirement Plan in accordance with the provisions of Article XI, Section 6. SECTION 2 HARDSHIP WITHDRAWALS If a Participant requests a hardship withdrawal prior to the occurrence of an event in Section 1 above, such request will require the consent of the Committee and such consent shall be given only if, under uniform rules, the Committee determines that (a) the purpose of the withdrawal is to meet immediate and heavy financial needs of the Participant, (b) the amount does not exceed such financial need, and (c) the amount of the withdrawal is not immediately available from the resources of the Participant. A withdrawal made on account of hardship must be made first, from Company Contributions and earnings (if Vested) and then only from Company Wage Reduction Contributions of the Participant, and not from earnings credited thereto. 26 Employees who make a hardship withdrawal may not make elective contributions for the tax year following the tax year of distribution, greater than the Code Section 402(g) limit minus the elective contributions for the year of distribution. SECTION 3 FREQUENCY OF WITHDRAWALS. Except for distribution at retirement, disability, or death, [Article XI, Section 2(b)], withdrawals may not be made more frequently than once in any twelve (12) month period. 27 ARTICLE X DESIGNATION OF BENEFICIARY Each Participant must file with the Committee a written designation of a Designated Beneficiary or Beneficiaries in the form prescribed by the Committee with respect to all or part of the securities and cash held for the account of such Participant. Such Designated Beneficiary shall be a Participant's spouse or, if he/she has no spouse or his/her spouse consents (in the manner hereinafter described in this Article) to the designation hereinafter provided for in this Article, such person or persons other than, or in addition to, his/her spouse as may be designated by a Participant as his/her death beneficiary under the Plan. Such a designation may be made, revoked or changed only by an instrument (in form acceptable to the Committee) which is signed by the Participant, which includes his/her spouse's written consent to the action to be taken pursuant to such instrument (unless such action results in the spouse being named as the Participant's sole Beneficiary), and which is filed with the Committee before the Participant's death. A spouse's consent required by this Article shall be signed by the spouse, shall acknowledge the effect of such consent, shall be witnessed by a member of the Committee or by a notary public and shall be effective only with respect to such spouse. At any time when all the persons designated by the Participant as his/her Designated Beneficiary have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or, if he/she does not then have a spouse, the Participant's estate. If a Participant has no spouse and he/she has not made an effective Beneficiary designation pursuant to this Article, his/her Designated Beneficiary shall be his/her estate. 28 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS SECTION 1 DISTRIBUTION UPON OCCURRENCE OF EVENTS Subject to the provisions of Section 3 of this Article, distributions may be made to a Participant or the Designated Beneficiary, as the case may be, upon the occurrence of the following stated events: (a) Termination of a Participant's participation in the Plan, or cessation of the Participant's right to share in the allocation of the Company Contributions or ESOP Contributions made to the Plan (other than a temporary cessation on account of a temporary suspension of Participant contributions), or (b) Termination of the Plan without establishment of a successor plan, or (c) The sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation, or (d) The sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. Effective as of January 1, 1998, if the present value of any nonforfeitable accrued benefit, at the time of distribution or at the time of any subsequent distribution, exceeds $5,000 such benefit may not be immediately distributed without the consent of the Participant. SECTION 2 TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN A Participant's Active Participation in the Plan will be terminated if he/she: (a) Voluntarily elects to cease contributions to the Plan, (b) Terminates employment from the Company voluntarily or involuntarily, (c) Retires from the Company under one of its retirement programs, (d) Suffers a Total and Permanent Disability, (e) Dies. (f) Becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan. 29 SECTION 3 DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS If a Participant terminates employment with the Company, either voluntarily or involuntarily, before the Company Contributions or ESOP Contributions are Vested, the Participant will receive the then current market value of the larger of: (a) the Participant's Pre-Tax Savings Plan Contributions, plus all earnings (not to exceed the current market value of the entire Account), or (b) the current market value of the entire Account less the Unvested Company Contributions and Unvested ESOP Contributions. If a Participant, who remains an employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan before any of the Company Contributions or ESOP Contributions are Vested, he/she will receive the amount described above in this Section 3, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. SECTION 4 DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Subject to Article XI, Section 1, if a Participant terminates employment with the Company after Company Contributions and ESOP Contributions are Vested, the Participant will receive the then current market value of the entire Account when he/she elects to make a voluntary withdrawal. If a Participant, who remains an Employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions and ESOP Contributions are Vested, or remains in a job whereby he/she is ineligible to be an active Participant in the Plan, he/she will receive the amount described above in this Section 4, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains employed by the Company and who has attained age 59 1/2, voluntarily elects to withdraw from the Plan after he/she becomes Vested in Company Contributions and ESOP Contributions credited to his/her Account, he/she will receive the entire amount described in this Section 4 as if he/she had terminated employment with the Company. SECTION 5 DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY If a Participant dies, retires or suffers a Total and Permanent Disability, the Participant or Designated Beneficiary will receive the then current market value of his/her Account. Distribution will not occur upon retirement or Total and Permanent Disability in the event a Participant elects to defer the commencement of distribution in accordance with Section 6 of this Article. 30 SECTION 6 DISTRIBUTION OF ACCOUNTS (a) Form of Distribution of Accounts to a Participant During His/Her Lifetime: If a Participant terminates participation in the Plan, due to a separation from service or, if earlier, age 59 1/2, distribution shall be made, subject to other limitations of this Plan, by one of the following methods as he/she shall elect: (i) Payment in cash, or (ii) If the Participant has selected one or more of the Investment Options: (A) payment in cash, (B) payment in securities held for the Participant's Account, or (C) a combination of (i) and (ii) above at the option of the Participant. (b) Distribution of Cash and/or Securities Distribution of cash and/or securities to a Participant who either (i) retires from the Company under one of its retirement programs, (ii) suffers a Total and Permanent Disability, or (iii) dies, or (iv) becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan, shall be made, at the Participant's or Designated Beneficiary's option, in one of the following forms: (i) A single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan, (ii) Two (2) installment distributions, with the first installment to be at least fifty percent (50%) of the Participant's Account balance (as determined in Section 3, 4 or 5 of this Article) and to begin within ninety (90) days from the date the Participant terminated participation in this Plan, and the second and final installment to include the remainder of the Account balance and to be received within twenty-four (24) months after the date the Participant terminated participation in this Plan. (iii) For events described in Section 1(c) or 1(d) of this Article, distribution will be made in a lump sum as provided by Section 401(k)(10) of the Code. Distribution of cash and/or securities to a Participant who voluntarily elects to withdraw from the Plan or terminates employment from the Company, voluntarily or involuntarily, shall be made in a single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan. 31 Notwithstanding the foregoing, a Participant who retires from the Company under one of its retirement programs (except a deferred vested pension) may elect to defer the commencement of distribution and remain a Participant in this Plan until no later than April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. Should the Participant fail to select a form of distribution as previously described, the final distribution will be made in a single distribution as described in Section 6(b) (1) of this Article, in the form of the Investment Option(s) then in the Account. If a Participant should die before (all) distribution(s) has (have) been made, such distribution(s) shall be made to the Designated Beneficiary. (c) Distribution in Case of the Death of a Participant While an Employee In the event of the death of a Participant while an Employee, distribution shall be made in accordance with Article X. Each Designated Beneficiary shall make an appropriate election as provided in Section 6(b) of this Article. If the Designated Beneficiary should die before the final distribution has been made then such final distribution shall be made to the legally appointed representative(s) of the Designated Beneficiary. (d) Direct Rollover of Eligible Rollover Distributions This subsection 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 subsection, a Distributee, as defined under paragraph (1)(iii) of this subsection, may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an Eligible Rollover Distribution, as defined under paragraph (1)(i) of this subsection, paid directly to an Eligible Retirement Plan, as defined under paragraph (1)(ii) of this subsection, specified by the Distributee in a Direct Rollover, as defined under paragraph (1)(iv) of this subsection. (i) Definitions (A) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, the portion of any distribution that is not includible in gross income, such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and, effective January 1, 1999, any "hardship" distribution (as defined in Code Section 401(k)). 32 (B) 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. (C) Distributee: A Distributee includes a Participant or the Participant's surviving spouse or Participant's former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code. (D) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. (e) Miscellaneous Provisions Relating to Distributions Any distribution to which a Participant or the Designated Beneficiary may be entitled shall have deducted therefrom all incident expenses and/or taxes. The Committee shall be notified upon forms prescribed by it as to all actions which are to be taken under this Section by a Participant or Designated Beneficiary. The Trustee shall be notified in writing by the Committee concerning any action required by the Trustee to be taken under this Section. Unless the Participant elects otherwise, in no event shall any retirement, death, or disability benefit commence later than the sixtieth (60th) day after the latest of the close of the Plan Year in which (1) occurs the date on which the Participant attains the earlier of age 65 or the normal retirement age specified hereunder (if other than 65) (whether or not by reason of reference to the Company's retirement programs), (2) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan, or (3) the Participant terminates service with the Company. (f) Provision Pursuant to Code Section 401(a)(9) All distributions required under this Article XI shall be determined and made in accordance with the proposed regulations under Code Section 401(a)(9) including the minimum distribution incidental benefit requirement of section 1.401(a)(9)-2 of the proposed regulations, as may be amended or promulgated from time to time. (i) Notwithstanding any other provision of the Plan, for individuals who are five percent (5%) owners (as defined in Section 416 of the Code) or who attain age seventy and one-half (70 1/2) in Plan Years prior to 2003, the entire interest of each such Participant under the Plan shall be distributed, 33 commencing not later than April 1 of the calendar year following the calendar year in which he/she attains age seventy and one-half (70 1/2). For individuals who are not five percent (5%) owners (as defined in Section 416 of the Code) and who attain age seventy and one-half (70 1/2) in Plan Years after 2002, the entire interest of each such Participant in the Plan shall be distributed to him/her by April 1 of the calendar year following the later of either: (A) the calendar year in which the Employee attains age seventy and one-half (70 1/2), or (B) the calendar year in which the Employee retires. Such distribution shall be (1) in accordance with regulations prescribed by the Secretary of the Treasury, over the life of such Participant and his/her Designated Beneficiary, or (2) in accordance with such regulations, over a period not extending beyond the life expectancy of such Participant or the life expectancy of such Participant and his/her Designated Beneficiary. (ii) If distribution of a Participant's interest under the Plan has begun in accordance with paragraph (i) of this subsection and such Participant dies before his/her entire interest has been distributed to him/her, the remaining portion of such interest shall be distributed to his/her Designated Beneficiary at least as rapidly as under the method of distribution being used under such paragraph (i) as of the date of his/her death. (iii) If a Participant dies before the distribution of his/her interest under the Plan has begun in accordance with paragraph (i) of this subsection, the entire interest of the Participant shall be distributed to his/her Designated Beneficiary within five (5) years after such Participant's death; provided, however, that such five-year rule shall not be applicable to any portion of the Participant's interest under the Plan which is payable to any individual designated by the Participant as his/her Designated Beneficiary if: (A) such portion will be distributed (in accordance with regulations prescribed by the Secretary of the Treasury) over the life of such Designated Beneficiary, and (B) such distributions to such Designated Beneficiary begin not later than one year after the date of the Participant's death or such later date as the Secretary of the Treasury may by regulations prescribe or, if such Designated Beneficiary is the Participant's surviving spouse, not later than the date on which the Participant would have attained age 70-1/2. 34 (iv) If the Participant's surviving spouse is his/her Designated Beneficiary and such spouse dies before the distributions to such spouse begin, paragraph (3) shall be applied as if the surviving spouse were the Participant. (v) Under regulations prescribed by the Secretary of the Treasury, for purposes of this subsection, any amount paid to a child shall be treated as if it had been paid to the surviving spouse if such amount will become payable to the surviving spouse upon such child reaching majority (or other designated event permitted under such regulations). SECTION 7 RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Each Participant who has forfeited any Company Contributions or ESOP Contributions has the right to gain restoration of the forfeited Company Contributions and ESOP Contributions. A Participant who (i) terminates participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of the third paragraph of Section 2 of Article VI and (iv) subsequently becomes rehired by the Controlled Group, will have the right within the earlier of (1) five (5) years after re-employment or (2) the close of five (5) consecutive Severance Periods commencing after the date of distribution, to restore to the Account the dollar value of the previously forfeited Company Contributions and ESOP Contributions by contributing back to the Account the total lump sum amount (dollar value as of the date of distribution) of the distribution which caused the forfeiture. SECTION 8 DETERMINATION OF VALUE Determinations of value hereunder shall be made pursuant to an annual valuation by the Trustee at the fair market value as of the close of business on the annual valuation date to be established by the Trustee. If no such date is established, the annual valuation date shall be the last day of the Plan Year. Interim valuations, or partial valuations of one or more of the investment funds, may occur upon the direction of the Committee. The then current value of a Participant's Account, or any part thereof, as of any date, shall be determined by reference to the valuation (whether or not the annual valuation) coincident with or last preceding the date as of which such Account is to be valued. 35 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION SECTION 1 PROVISION PURSUANT TO CODE SECTION 415(c) (a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $30,000 (as adjusted, effective January 1, 1995, pursuant to Section 415(d) of the Code) or (ii) twenty-five percent (25%) of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limitation in (a)(ii) above shall not apply to amounts treated as Annual Additions under Sections 415(l)(1) or 419A(f)(2) of the Code. The term "annual addition" means the amount allocated to a Participant's Account during the limitation year (as hereinafter defined) that constitutes: (i) Forfeitures; (ii) all Employee contributions; (iii) amounts allocated to an individual medical account, as defined in section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Company are treated as annual additions to a defined contribution plan. Also amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Company are treated as annual additions to a defined contribution plan; and (iv) all Company Contributions Any amount which may be excluded from the computation of annual additions under Treas. Reg. 1.415-6 shall be excluded from such computation. In addition, all defined contribution plans of the Company, terminated or not, shall, for purposes of these limitations, be considered as one Plan. (b) LIMITATION YEAR: For purposes of determining "annual additions", the Limitation Year shall be the Plan Year. (c) In the case of a group of Companies which constitutes a controlled group of corporations (as defined in Section 1563(a) of the Code), all such Companies shall be considered a single Company or employer for purposes of applying the limitation of Section 415 of the Code. (d) COMPENSATION. For purposes of this Section 1, Compensation shall mean compensation within the meaning of Section 415(c)(3) of the Code and the regulations thereunder. For limitation years beginning on and after January 1, 36 2001, for purposes of applying the limitations described in this section, compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of Section 132(f)(4) of the Code. (e) ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant's Compensation, or under other facts and circumstances provided for under Treasury Regulation 1.415- 6(b)(6), the annual addition to a Participant would exceed the maximum provided in this Section 1, the administrator shall return any voluntary Participant contributions credited for the Limitation Year to the extent the return would reduce the excess amounts in the Participant's Accounts; to the extent excess amounts continue to exist, the excess amounts shall be allocated and reallocated to other Participants in the Plan. However, if such allocation or reallocation of the excess amounts causes the limitations of Section 415 to be exceeded with respect to each Plan Participant for the Limitation Year, then such amounts shall be held unallocated in a suspense account (the "Section 415 Suspense Account"). If a Section 415 Suspense Account is in existence at any time during a particular Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the Section 415 Suspense Account shall be allocated and reallocated (subject to the limitations of Section 415) before any contributions by the Company which would constitute annual additions may be made to the Plan for that Limitation Year. The Section 415 Suspense Account shall not share in any earnings or losses of the Trust Fund. SECTION 2 PROVISION PURSUANT TO SECTION 415(e) OF THE CODE This Section 2 shall not apply after December 31, 1999. (a) Except as otherwise provided in Section 415(e) of the Code, in any case in which an individual is a participant in both a defined benefit plan and a defined contribution plan maintained by the Affiliated Group, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Plan Year commencing on or after the Effective Date shall not exceed 1. For purposes of the preceding sentence, (i) the defined benefit plan fraction for any Plan Year is a fraction (i) the numerator of which is the projected annual benefit of the participant under the plan (determined as of the close of the Plan Year), and (ii) the denominator of which is the lesser of (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for such Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section 415(b)(l)(B) of the Code with respect to such participant under the plan for such Year; and (ii) the defined contribution plan fraction for any Plan Year is a fraction (i) the numerator of which is the sum of the annual additions to the participant's 37 account as of the close of the Plan Year and for all prior Plan Years, and (ii) the denominator of which is the sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year of service with the Affiliated Group; (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for such Plan Year, or (B) the product of 1.4, multiplied by the amount which maybe taken into account under Section-415(c) (1)(B) of the Code with respect to such participant under such plan for such Plan Year. (b) Such reductions as are necessary to comply with the limitations of this Section with respect to a Participant in this Plan shall be made in his/her accrued benefit in accordance with applicable law; provided, however, that reductions shall first be made in accrued benefits in accordance with the provisions of any defined contribution plan of a controlled group member in which the Participant also participates prior to reduction in annual additions pursuant to a defined benefit plan, and to that end the Company shall reduce such accrued benefits to the extent necessary so that the defined contribution fraction set forth in Subsection (a) (1) of this Section is reduced so that such limitations are not exceeded, and reduction of annual additions shall then be made in accordance with the provisions of this Plan as are necessary to comply with the limitations of this Section. SECTION 3 ANTI-DISCRIMINATION TEST Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of a Participant shall be limited, to the extent necessary to satisfy the anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan Year the Average Actual Deferral Percentage for the Highly Compensated Employees with respect to any Plan Year shall not exceed the greater of (a) or (b): (a) The average Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25, or (b) The Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees multiplied by 2; provided, however, that the Average Actual Deferral Percentage for the Highly Compensated Employees may not exceed the Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees by more than two (2) percentage points (or such lesser amount as determined by the Secretary of Treasury). If, at any time during a Plan Year, the Actual Deferral Percentage for the Highly Compensated Employees exceeds or is reasonably expected by the Committee to exceed the greater of (a) or (b) above, then the Committee, in its sole and absolute discretion, shall distribute the Excess Contributions (as hereinafter defined) and income allocable to the contributions to the Highly Compensated Employees on whose behalf such Excess Contributions were made. For purposes of this Section 3, Excess Contributions shall mean the amount determined pursuant to 38 Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall be reduced, as determined by Secretary of the Treasury, by the amount of any Excess Deferrals which are distributed to the Participant pursuant to Section 1 of Article III. Any distribution of the Excess Contributions shall be made to each Highly Compensated Employee based on his respective portion of the Excess Contributions by reducing the amount of Pre-Tax Savings Plan Contributions actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings Plan Contribution is the greatest of the Highly Compensated Employees until such Participant's Pre-Tax Savings Plan Contribution is equal to the Pre-Tax Savings Plan Contribution of the Highly Compensated Employees whose Pre-Tax Savings Plan Contribution is the second greatest and continuing to prospectively reduce the amount of Company Contributions to be paid over to the Trust on behalf of the Highly Compensated Employees in a like manner until the Actual Deferral Percentage of the Highly Compensated Employees equals (by rounding up) for the Plan Year the greater of (a) or (b) above. The income allocable to a Participant's Excess Contributions shall be determined by multiplying the income allocable to the Participant's Pre-tax Savings Plan Contribution by a fraction, the numerator of which is the Participant's Excess Contribution and the denominator of which is the Participant's balance in his Company Wage Reduction Contribution Account as of the last day of the Plan Year. The Excess Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the amount of Excess Deferrals distributed to the Participant; shall, if there is a loss allocable to the Excess Contributions, in no event be less than the lesser of the Participant's Accounts under the Plan or the Participant's Company Wage Reduction Contribution for the Plan Year. Amounts distributed under this Section 3 shall be treated as a reduction in the amount of Compensation to be reduced pursuant to Section 1 of Article III by each Participant. In calculating the actual deferral percentage for purposes of section 401(k), the actual deferral ratio of a Highly Compensated Employee will be determined by treating all cash or deferred arrangements under which the Highly Compensated Employee is eligible (other than those that may not be permissively aggregated) as a single arrangement. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee who is one of the ten most Highly Compensated Employees and is thereby subject to the family aggregation rules of section 414(q)(6), the actual deferral ratio (ADR) for the family group (which is treated as one Highly Compensated Employee) is the ADR determined by combining the elective contributions, compensation and amounts treated as elective contributions of all eligible family members. Except to the extent taken into account in the preceding sentence, the elective contributions, compensation, and amounts treated as elective contributions of all family members are disregarded in determining the Actual Deferral Percentages for the groups of Highly Compensated Employees and nonhighly compensated employees. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee whose ADR is determined under the family aggregation rules, the determination of the amount of excess contributions shall be made as follows: The ADR is reduced in accordance 39 with the "leveling" method described in section 1.401(k)-1(f)(2) of the regulations and the excess contributions are allocated among the family members in proportion to the contributions of each family member that have been combined. Failure to correct Excess Contributions by the close of the Plan Year following the Plan Year for which they were made will cause the Plan to fail to satisfy the requirements of Code Section 401(k)(3) for the Plan Year for which the Excess Contributions were made and for all subsequent years they remain in the Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the amount of Excess Contributions unless they are corrected within two and one-half (2 1/2) months after the close of the Plan Year for which they were made. To the extent required by the Code and Treasury Regulations, the limitations set forth in Section 2 shall be applied separately to each of the Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying this Section 3 for any Plan Year in which (a) the ESOP Feature is maintained, and (b) the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are not satisfied a single Actual Deferral Percentage will be calculated for the group of eligible Employees who are Highly Compensated Employees and a single Actual Deferral Percentage will be calculated for the group of Eligible Employees who are Non-Highly Compensated Employees for the Plan Year, notwithstanding the existence of the ESOP portion of the Plan and the disaggregation rules of Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Pre-Tax Savings Plan Contributions that are invested in Common Stock) and such account is not part of the ESOP, and all Company Contributions made in such Plan Year are allocated to the Company Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Company Contributions that are invested in Common Stock) and such account is not part of the ESOP. 40 ARTICLE XIII RESERVED 41 ARTICLE XIV ADMINISTRATION OF THE PLAN SECTION 1 SAVINGS PLAN COMMITTEE The Plan shall be administered by the Defined Contribution Plan Committee which shall be appointed by the Board of Directors of the Company. The Committee shall consist of at least three (3) members who shall be designated from time to time by the Board of Directors of the Company, and shall act by at least a majority of members. The Committee, by a majority vote of its members, shall appoint a plan administrator, chairman and secretary. The plan administrator as appointed by the Committee shall be the "Named Fiduciary" of the Plan with respect to administrative matters, and the Trustee shall be the "Named Fiduciary" with respect to the handling of Plan assets. The Board of Directors shall, from time to time, notify the Trustee of the number and the identity of the members of the Committee and the Trustee shall be entitled to rely upon such notices. SECTION 2 ADMINISTRATION OF THE PLAN BY THE COMMITTEE The Committee shall adopt such uniform and nondiscriminatory administrative regulations under the Plan as it shall deem to be necessary or appropriate for the efficient administration of the Plan. The Committee shall have sole and absolute discretion to interpret the provisions of the Plan or Trust Agreement (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan or Trust Agreement), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants and other persons, to decide disputes arising under the Plan and to make any determinations and factual and other findings with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (a) to resolve questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Participant; (b) to determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and (c) to conduct the review procedure specified in Section 3(g) of this Article. 42 The Committee shall have full power and authority to administer the Plan and to interpret its provisions, and its interpretations shall be final and binding upon the Company, its personnel, the Union, the Trustee and all other parties in interest, subject to the provisions of Section 3 of this Article. SECTION 3 FIDUCIARY PROVISIONS (a) Named Fiduciaries Among the named fiduciaries under the Plan shall be the Company, and the Trustee, investment advisors or insurance companies, each of which shall have such powers, duties, responsibilities and authority as shall be specified in the Plan or trust agreement entered into for the purpose of managing the Trust Fund, subject to any delegation thereof as provided in the Plan or such trust agreement. Any other person, entity, committee, board, department, office, or identifiable part of any legal entity may be designated by the Company as a named fiduciary by an instrument signed by the Company, delivered to such designated named fiduciary and to the Trustee and accepted in writing by the designated named fiduciary. Any such designation may be terminated at any time by the Company or by such named fiduciary by written notice delivered to the other of them and to the Trustee. (b) Liability of Fiduciaries To the extent permitted by law, (1) neither the Company nor any director, officer, or Employee shall be personally liable upon any contract or other instrument made or executed by him/her or it or in his/her or its behalf in the administration of the Plan or the Trust Fund; (2) neither the Company nor any director, officer, or Employee who is a fiduciary shall be liable for the neglect, omission or wrongdoing of any other fiduciary; (3) the Company, person, committee or board and each member thereof to whom the Company delegates (or the Plan or trust agreement assigns) any duty with respect to the Plan or Trust Fund, may rely and shall be fully entitled to act upon the advice of counsel, who may be of counsel for the Company, and upon the opinion, certificate, valuation, report, recommendation or determination of an actuary appointed by the Company to assist in the operation of the Plan; (4) the Company and each director, officer, or Employee who is a fiduciary shall be solely responsible for his/her own acts or omissions; and (5) if any responsibility of the Company or of a director, officer, or Employee who is a fiduciary is allocated to any other person or if a person is designated to carry out any responsibility in accordance with the provisions of the Plan or trust agreement, then such fiduciary shall not be responsible for any act or omission of such person in carrying out such responsibility. (c) Delegation of Fiduciary Duties The Company may delegate to any person, entity, committee, board, department, office, or identifiable part of any legal entity any one or more powers, functions, 43 duties or responsibilities with respect to the Plan or the Trust Fund, provided that no such power, function, duty or responsibility which is assigned to a fiduciary (other than the Company) pursuant to some other Section of the Plan or the trust agreement shall be so delegated without the written consent of such fiduciary. Any delegation pursuant to the preceding provisions: (1) shall be signed by the Company and be delivered to and accepted in writing by the delegate, (2) shall contain such provisions and conditions relating to such delegation as the Company deems appropriate, (3) may be amended from time to time by written agreement signed on behalf of the Company and the delegate and (4) may be revoked (in whole or in part) at any time by written notice from the Company delivered to the delegate or from the delegate to the Company. (d) Personal Liability of Non-Fiduciaries Except for gross neglect or malfeasance, no non-fiduciary officers, directors or Employees of the Company shall be personally liable for acts done hereunder or related hereto, or for the making, retention or sale of any contract or contracts made as herein provided, or for the failure to invest or reinvest any funds or for any loss to or diminution of the Trust Fund, nor shall any of them be personally liable for or answerable to any Participant or any other person in connection with any exercise of discretion under the terms of this instrument relating to the payment or non-payment of benefits. (e) Defense of Fiduciaries and Non-Fiduciaries The Company shall, at its expense, defend or provide for the defense of any or all fiduciary or non-fiduciary officers, directors or employees of the Company against any such claims, allegations, suits, or charges relating to or incidental to the above matter, and shall continue to do so in any given cases, unless and until it shall clearly appear that gross neglect or malfeasance is involved in any such particular case. (f) Claims for Benefits Claims for benefits from this Plan shall be submitted to the designated representative of the Committee on such forms as may be designated by the Committee. (g) Appeals Procedure Upon the denial of any form of benefit, either partial or total, the Participant or Designated Beneficiary shall have the right to receive from the Committee a written notice stating: (i) The specific reason for denial, (ii) The pertinent Section of the Plan on which the denial was based, 44 (iii) Other information the Committee may feel necessary to explain the denial, and (iv) An explanation of the claims review procedure. The Participant, Designated Beneficiary or a duly authorized representative, may, within ninety (90) days of such denial, file with the Plan Administrator an appeal for review of denial of benefits. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. The Participant, Designated Beneficiary or duly authorized representative shall have the right to examine all pertinent documents relating to the original denial within sixty (60) days of the filing date of such appeal, the Committee shall review such appeal and provide the Participant a decision as to denial or approval. Such decision shall be in writing and shall cover all pertinent facts considered in making the decision. SECTION 4 ACTION BY THE COMPANY Any action by the Company under this Plan shall be made pursuant to authorization of its Board of Directors. SECTION 5 DELEGATION OF TRUSTEE'S FUNCTIONS The Trustee and the Committee may, by agreement in writing, arrange for the delegation by the Trustee to the Company of any of the functions of the Trustee, except the custody and distribution of assets, the voting of Common Stock held by the Trustee, and the purchase and sale or redemption of securities. SECTION 6 DUTIES OF THE TRUSTEE The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions. The Trustee shall annually, following the close of each Plan Year, revalue and adjust each Participant's Account at its current market value at the end of the Plan Year. The Trustee shall furnish at least annually to each Participant a statement showing the status of his/her Account under the Plan. This statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after its mailing or delivery (if distribution is other than by mail) to a Participant. SECTION 7 ACCOUNTS OF THE TRUSTEE The annual financial statement of the Plan shall be audited annually by auditors selected by the Company. SECTION 8 RECORDS 45 The records of the Trustee, Committee and the Company shall be conclusive with respect to all matters involved in the administration of this Plan. SECTION 9 VOTING OF COMMON STOCK (a) Each Participant shall have the right to direct the Trustee as to the manner in which voting rights with respect to shares of Common Stock held in the Participant's Account shall be exercised. (b) In order to implement the voting rights granted in this Section, the Company shall furnish to the Trustee such information as will be distributed to shareholders of the Company in connection with each such vote and a form for the use by Participants in directing the Trustee as to the manner in which voting rights shall be exercised (the "Documents"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Documents as soon as practicable following the furnishing of the Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the voting of the shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be voted. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be voted. (c) In the absence of written direction from a Participant in accordance with Section 9(b) of this Article, the Trustee shall vote all shares of Common Stock held in such Participant's Account in the same manner in which the Trustee is directed by Participants, pursuant to Section 9(b) of this Article, to vote the majority of the aggregate shares of Common Stock held in such Participants' Accounts unless the Trustee is required, by ERISA, to vote the stock in a different manner. (d) The right granted to each Participant pursuant to this Section 9 to direct the manner in which shares of Common Stock allocated to such Participant's Account are voted, and the provisions instructing the Trustee regarding the manner in which voting rights with respect to such shares shall be exercised in the absence of written directions from a Participant, shall include the manner in which the rights with respect to corporate action by shareholder consent is exercised. (e) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 9 in the event of the death of such Participant. SECTION 10 NOTICES 46 All notices, reports and statements given, made, delivered or transmitted to a Participant shall be duly given, made, delivered or transmitted as the Committee may deem appropriate. All directions, notices and other communications from Participants to the Committee shall be in such form as may be prescribed by the Committee. Such written directions, notices and other communications shall be mailed by first class mail or delivered to the secretary of the Committee and shall be deemed to have been given when received by the secretary or his/her duly authorized representative. SECTION 11 COSTS AND EXPENSES Except as provided in Article XV Section 3 with respect to transaction expenses, all costs and expenses incurred in the administration of the Plan shall be paid by the Company; provided, however, that any taxes which may be imposed on the income or the assets of the trust shall be paid out of the assets in the hands of the Trustee and shall be charged ratably against the Accounts of the Participants. Notwithstanding the foregoing, any taxes incurred by reason of specific investments or transactions shall be charged against those Accounts of the Participants which were involved in such investments or transactions on the basis of the respective interests of such Accounts in the investments or transactions generating such tax liability. SECTION 12 MISCELLANEOUS (a) Construction Of Agreement The Plan shall be governed by and construed in accordance with the laws of the State of Ohio, to the extent those laws have not been superseded by Federal law (which shall otherwise apply). (b) Participant's Rights Participation in the Plan by a Participant shall in no way affect any of the Company's rights as contained in the Basic Labor Agreement between the Company and the Union. (c) Headings The headings and captions contained in this document are for convenience of reference only, and are not deemed to constitute a part of the Plan. (d) Against Public Policy Should any provision (or part of any provision) of this Plan be determined by a court of competent jurisdiction to be contrary to law or unenforceable as a matter of public policy, such provision shall be considered severable, and this Plan shall be considered not to include the provision in issue. The Plan shall be construed by the Committee, by the Plan Administrator, and all other persons relying on this document as though such provision (or part thereof) did not exist, and the Plan 47 shall be applied and enforced in the manner determined by the Plan Administrator to be most nearly consistent with the deleted provision as is permissible under law and public policy. (e) Certain Reversions to the Company Permitted Reversions of contributions to the Company will be permitted to the extent provided by Section 403(c) of ERISA. Any contribution made by the Company because of a mistake of fact must be returned to the Company within one year of the contribution. In the event the deduction of a contribution made by the Company is disallowed under section 404 of the Code, such contribution (to the extent disallowed) must be returned to the Company within one year of the disallowance of the deduction. In the event that the Commissioner of Internal Revenue determines that the plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that initial qualification by the Company must be returned to the Company within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Company's return for the taxable year in which the plan is adopted, or such later date as the Secretary of the Treasury may prescribe. (f) Payment to Minor or Incompetent Person In the event that any benefit payable under this Plan is payable to or for the benefit of a minor, an incompetent person, or other person incapable of receipting therefor, such benefit shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Trustee, the Plan Administrator, the Company and all other parties with respect thereto. (g) Forfeiture if Participant or Designated Beneficiary Cannot Be Located In the event that any benefit payable under this Plan to any Participant or Designated Beneficiary cannot be paid because the proper payee cannot be located or identified by the Trustee, such benefit shall be deemed forfeited thirty-six (36) months from the date on which the Trustee or Plan Administrator first attempted to locate such payee, provided, however, that upon presentation by such proper payee of a subsequent claim for such forfeited benefit, the full amount of the forfeited benefit shall be restored. (h) Merger or Consolidation In the event of the merger or consolidation of this Plan (or any part thereof) into any other plan, or the transfer to or from this Plan of any of the assets held for the benefit of Participants and Designated Beneficiaries, each Participant and 48 Designated Beneficiary affected by such merger, consolidation or transfer shall have an accrued benefit in the surviving or transferee plan (determined as if such plan were then terminated immediately after such merger, consolidation or transfer) that is equal to or greater than his/her accrued benefit to which he/she would have been entitled, had the Plan been terminated immediately prior to the occurrence of such merger, consolidation or transfer. (i) Electronic Media Notwithstanding any provision of the Plan to the contrary, including any provision which requires the use of a written instrument, to the extent permitted by applicable law, the Committee may establish procedures for the use of electronic media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems. (j) Plan Conversions Notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Committee, the Committee may temporarily suspend, in whole or in part, certain provisions of the Plan, which may include, but are not limited to, a Participant's right to change his contribution election, a Participant's right to change his investment election and a Participant's right to borrow or withdraw from his Account or obtain a distribution from his Account. SECTION 13 DESIGNATION OF TRUSTEE In order to implement the Plan, the Company will enter into a trust agreement with the Trustee to the end that contributions of the Participants and the contributions of the Company shall be invested in accordance with the provisions of this Plan and shall be held in Trust for the exclusive benefit of the Participants or their Designated Beneficiaries. The Company may, without further reference to or action by any Participant, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to said trust agreements or said further agreements as it may be necessary or desirable to carry out the Plan, may from time to time designate a successor Trustee or successor Trustees, or may take such other steps to execute such other instruments as it may deem necessary or desirable to put the Plan into effect or to carry out the provisions thereof. SECTION 14 TENDER AND EXCHANGE OFFERS Notwithstanding any other provision contained herein to the contrary (including, without limitation, the provisions of ARTICLE XIII), in the event the Trustee receives (i) any tender offer which is subject to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended from time to time, and to regulations promulgated thereunder, or (ii) any other offer or option to 49 buy or exchange more than thirty (30) percent of the outstanding shares of Common Stock, the provisions of this Section 14 of ARTICLE XIV shall apply. (a) Each Participant shall have the right to direct the Trustee as to whether to tender and sell or exchange pursuant to such offer any whole and fractional shares of Common Stock held in the Participant's Account. (b) In order to implement the rights granted in this Section 14 of ARTICLE XIV, the Company shall furnish to the Trustee such information as may be distributed by it to shareholders of the Company in connection with each such offer (the "Tender Document"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Tender Documents together with all other materials that the Trustee receives as a shareholder from any other party with respect to such offer (the "Additional Tender Documents") and a form prepared by the Trustee for the use by Participants in directing the Trustee as to whether or not shares of Common Stock in the Participants' Accounts shall be tendered and sold or exchanged as soon as practicable following the furnishing of the Tender Documents and Additional Tender Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the tender, and sale or exchange if the tender is accepted, of the whole and fractional shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be tendered. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be tendered. The Trustee shall tender all shares of Common Stock as to which valid and timely directions to do so have been received by it and have not been subsequently timely revoked prior to the expiration date of the offer to which the directions relate, and, to the extent the tender is accepted, the shares so tendered shall be sold or exchanged as soon as practical thereafter. Each Participant may direct the Trustee to withdraw any shares of Common Stock in the Participant's Account which were previously tendered, and the Trustee shall withdraw such shares of Common Stock prior to the withdrawal date of the offer, provided such direction is received in writing by the Trustee by the close of business two (2) days prior to the withdrawal date of the offer. Any and all directions given to the Trustee by any Participant pursuant to this Section 14 of ARTICLE XIV shall remain in the strict confidence of the Trustee. (c) In the absence of written direction from a Participant in accordance with Section 14(b) of ARTICLE XIV, the Trustee shall tender, and sell or exchange in the event the tender is accepted, at the times provided in Section 14(b) of ARTICLE XIV, all whole and fractional shares of Common Stock held in such Participant's Account only if the Trustee is directed by Participant, pursuant to Section 14(b) of 50 ARTICLE XIV, to tender and sell or exchange the majority of the aggregate shares of Common Stock held in such Participants' Accounts. (d) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Tender Documents and Additional Tender Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 14 of ARTICLE XIV in the event of the death of such Participant. (e) The price at which sales of the Company's Common Stock in accordance with this Section 14 of ARTICLE XIV pursuant to a tender or exchange offer described herein shall be credited to the Participants' Accounts shall be the price paid in connection with the tender or exchange offer. Shares of Common Stock sold in accordance with this Section 14 of ARTICLE XIV pursuant to a tender of exchange offer described herein shall not be considered in computing weighted average price under Section 2 of ARTICLE XV. The cash proceeds from the sale or exchange of any shares of Common Stock tendered and sold or exchanged pursuant to this Section 14 of ARTICLE XIV shall be invested in accordance with the terms of the Plan. If, as a result of a tender and sale or exchange, the Trustee receives securities or other property, such securities or property shall be held or reinvested in accordance with the terms of the Plan. Any shares of Common Stock tendered or offered but not purchased or exchanged shall be held or reinvested by the Trustee in the trust created under this Plan in accordance with the terms of the Plan. (f) Transactions in the Company's Common Stock pursuant to a tender or exchange offer in accordance with this Section 14 of ARTICLE XIV need not be made through the facilities of the New York Stock Exchange. (g) The Account of each Participant for whom the Trustee has sold or exchanged shares of Common Stock in connection with any tender offer or exchange offer described in this Section 14 of ARTICLE XIV shall be charged with a pro rata share of all expenses incurred by the Trustee in all sales or exchanges pursuant to such offer. 51 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE SECTION 1 TRANSACTION PERIOD For convenience in administration, the Committee and the Trustee shall establish a period for (a) the purchase and sale of Mutual Fund shares or the Company's Common Stock or (b) the deposit and withdrawal of Cash With Interest, which shall be known as a Transaction Period. The Transaction Period shall commence at 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the next succeeding day when both the Trustee and the New York Stock Exchange are open for business. All purchases and sales of the Company's Common Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by the Trustee during the Transaction Period shall be in accordance with the instructions and directions of the Participants (or of the Company as to purchases of the Company's Common Stock with amounts to be credited to a Participant's Account from Company Contributions attributable to Participant's Contributions) which are received during a Transaction Period. The Trustee shall not be required to respond to any subsequent instruction or direction received during any Transaction Period until the next succeeding Transaction Period. SECTION 2 POOLED ACCOUNT FOR SECURITIES TRANSACTIONS The transaction price for purchases and sales of Company's Common Stock shall be determined based upon the closing price of the Company's Common Stock on the New York Stock Exchange on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares of the Company's Common Stock in the Common Stock pooled account, plus uninvested cash and accrued income, divided by the number of shares in the Common Stock pooled account. The transaction price for purchases and sales in each of the Mutual Funds shall be determined based upon the closing price of each such Mutual Funds on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares in each such Mutual Funds pooled account, plus uninvested cash and accrued income; divided by the total number of shares of each such Mutual Funds pooled account. Purchases and sales of the Cash With Interest Investment Option shall be charged or credited on the basis of actual purchase and sale prices for the particular transaction. SECTION 3 ALLOCATING TRANSACTION EXPENSE Each Participant for whom the Trustee has sold and/or purchased shares in one or more of the Investment Options available in the Plan pursuant to the Participant's specific investment directions shall be charged for the expenses incurred by the Plan in the exercise of the Participant's specific investment option direction. SECTION 4 REGISTRATION OF SECURITIES 52 Securities held by the Trustee may be registered in the name of the Trustee or its nominee. SECTION 5 MISCELLANEOUS The Trustee shall invest in the Company's Common Stock Investment Option, the Cash With Interest Investment Option, or Mutual Fund Investment Option as promptly as practicable after the receipt of Employee contributions. Contributions temporarily held for investment in one of the Investment Options shall be invested by the Trustee in a short term fund approved by the Committee. All Transactions in the Company's Common Stock shall be made through the facilities of the New York Stock Exchange except for the purchase of stock from the Company as provided in Section 4 of Article V. 53 ARTICLE XVI ASSIGNABILITY It is a condition of the Plan, and all rights of each Participant shall be subject thereto, that, except as provided in a qualified domestic relations order as defined in Section 414(p) of the Code, no right or interest of any Participant in the Plan or in the Account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including, but not by the way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, but excluding the consequence of death, or mental incompetency, and no right of interest of any Participant of the Plan or in the Account shall be liable for, or subject to, any obligation or liability of such Participant. Notwithstanding any provision of the Plan to the contrary, effective for judgments, orders, decrees or settlements issued on or after August 5, 1997, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Participant's benefit under the Plan, to the extent permitted under Code Section 401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii) relating to the protection of the Participant's spouse (if any) are satisfied. 54 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN SECTION 1 AMENDMENT Subject to Section 2 of this Article XVII, the Company may at any time and from time to time, amend the Plan if in the opinion of the Company such amendment is necessary to enable the Plan to meet the requirements of the Code (including the regulations and rulings issued thereunder) or the requirements of any governmental authority. SECTION 2 LIMITATION ON AMENDMENT The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Employee, Participant, former Participant or person claiming under or through any one or more of them pursuant to the Plan, except that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan. Moreover, no such amendment shall be made hereunder which shall permit any part of Participants' contributions to revert to any Company or be used or be diverted to purposes other than the exclusive benefit of Employees, Participants, former Participants, and beneficiaries. SECTION 3 TERMINATION This Plan shall continue in effect until and including the 31st day of July, 2004. Thereafter it shall renew itself for yearly periods unless written notice is given by either party to the other not less than sixty (60) days, but not more than seventy-five (75) days, prior to the expiration date or any extension thereof, that it is desired to terminate or amend the Plan. In the event such notice is given, the parties shall begin negotiations not less than forty-two (42) days prior to the termination date, unless otherwise mutually agreed to. If negotiations are not completed prior to the expiration date, this Plan shall terminate unless extended by mutual agreement of the parties. Upon termination, this Plan shall terminate in all respects, except that no distributions shall be made from the Plan until ninety (90) days following such termination, and any distributions made upon termination of the Plan shall be subject to the terms of Article XI Section 3. Except as herein otherwise provided, no provision of this Plan shall be subject to change prior to the expiration date as determined above. Upon any termination or partial termination of the Plan, the rights of each Participant to the assets then held in his/her Account under the Plan shall be non-forfeitable. 55 ARTICLE XVIII - ESOP FEATURE SECTION 1 ESTABLISHMENT OF ESOP (a) The provisions of this Article XVIII shall become effective January 1, 2002. (b) The Plan shall consist of two components, the ESOP Feature and the Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account. The ESOP Feature is intended to qualify as a stock bonus plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7). The ESOP Feature is designed to invest primarily in "qualifying employer securities," as defined in Code Sections 4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is described in this Article XVIII. The provisions of this Article XVIII shall supercede any contrary provisions of the Plan. SECTION 2 ESOP ACCOUNT (a) The Committee shall establish an ESOP Account in the name of each Participant and shall thereafter maintain a record thereof. (b) The ESOP Account of each Participant shall be credited and debited periodically during each Plan Year in which the ESOP is maintained with any additions or reductions in the number of shares of Common Stock held for such Participant in the Plan due to the reallocation of the investment of the Participant's Non-ESOP Account and ESOP Account, and with any stock and cash dividends paid on Common Stock attributable to units of the Common Stock fund. (c) In the event that a Participant elects a partial liquidation of the investment of his Account in Common Stock pursuant to Section 5 of Article V, Common Stock shall be liquidated pro-rata from the Participant's Non-ESOP Account and ESOP Account. SECTION 3 ESOP CONTRIBUTIONS The Company, in its discretion, may make ESOP Contributions from time to time in such amounts as are determined by the Company. All ESOP Contributions shall be made in Common Stock. ESOP Contributions for a Plan Year shall be allocated among active Participants for the Plan Year. The amount allocated to each active Participant shall be determined by multiplying each active Participant's Compensation for such Plan Year by a fraction, the numerator of which is the ESOP Contribution for such Plan Year, and the denominator of which is the total Compensation of all active Participants for such Plan Year. ESOP Contributions shall be treated as Company Contributions for purposes of distributions and withdrawals from the Plan. The ESOP Contribution subaccount of a Participant shall be invested in Common Stock, subject to the diversification rules provided in Section 4 of this Article. SECTION 4 DIVERSIFICATION OF INVESTMENT 56 Participants who are at least age 55 may diversify the investment of amounts, including amounts not Vested, held in their ESOP Accounts by transferring amounts out of the Common Stock fund to one of the other Investment Options in accordance with the provisions of Section 5 of Article V. Any transfer of such amounts out of the Common Stock fund to another Investment Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature. SECTION 5 PUT OPTION (a) If shares of Common Stock distributable to a Participant or his Beneficiary are at the time of the distribution not readily tradable on an established market, the Participant or Beneficiary will have an option (the "Put") to require the Company to purchase all of the shares actually distributed to him. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Participant or the Beneficiary only during the Option Period in which the former Participant or Beneficiary receives a distribution of shares of Common Stock. (b) The "Option Period" is the 60-day period following the day on which a Participant or his Beneficiary receives a distribution. If the former Participant or Beneficiary does not exercise the Put during that 60-day period, the Option Period will also be the 60-day period beginning after the new determination of the fair market value of Common Stock by the Committee (and notice to the Participant) in the following Plan Year. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law. (c) The "Option Price" will be the fair market value of each share of Common Stock as of the valuation date immediately preceding the date the Put is exercised, multiplied by the number of shares to be sold under the Put, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions, or similar changes to the number of outstanding shares. (d) The terms of payment for the sale of Common Stock pursuant to the Put shall be as provided in the Put and may be either paid in a lump sum or in installments as provided by the Committee. An agreement to pay through installments shall be permissible only if the Common Stock subject to the put option is part of a 'total distribution,' as defined in Code Section 409(h)(5), and-- (i) the agreement is adequately secured, as determined by the Committee, (ii) a reasonable rate of interest is charged, as determined by the Committee, (iii) annual payments are equal, (iv) installment payments must begin not later than 30 days after the date the Put option is exercised, and 57 (v) the term of the payment does not extend beyond five years from the date the Put option is exercised. (e) The Put will not be assignable, except that the former Participant's donees or, in the event of a Participant's death, his personal representative, will be entitled to exercise the Put during the Option Period for which it is applicable. (f) The Trustee in its discretion may, with the Company's consent, assume the Company's obligation under this Section at the time a former Participant or Beneficiary exercises the Put. If the Trustee does assume the Company's obligations, the provisions of this Section that apply to the Company will also apply to the Trustee. (g) The Put will also apply to shares of Common Stock that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Participant or Beneficiary to whom the Put becomes applicable that the shares of Common Stock held by the former Participant or Beneficiary are subject to the Put for the remainder of the applicable Option Period and will inform the Participant or Beneficiary of the terms of the Put. If the written notice is given later than ten days after the shares of Common Stock cease to be publicly traded or become subject to a trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given. (h) The Committee will notify each former Participant or Beneficiary who is eligible to exercise the Put of the fair market value of each share of Common Stock as soon as practicable following its determination. The Committee and the Company will send all notices required under this Subsection to the last known address of a former Participant or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address. SECTION 6 PAYMENT OF DIVIDENDS (a) The Committee, in its sole discretion, may provide that any dividends paid in cash during the Plan Year on shares of Common Stock in which Participants' ESOP Accounts are invested shall be (i) paid in cash directly to the Participant, (ii) paid to the Plan and subsequently distributed to the Participant in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan, or (iii) at the election of the Participant, either (A) paid to the Participant as provided in Clause (i) or (ii) (as determined by the Committee) or (B) paid to the Participant's ESOP Account to be reinvested in the Common Stock. Such dividends shall be paid in accordance with procedures established by the Committee. (b) If an election pursuant to Paragraph (a)(iii) is provided by the Committee, each Participant may make the election, in the manner and at the time specified by the 58 Committee, with respect to dividends received on shares of Common Stock comprising the portion of the Common Stock fund allocated to the Participant's ESOP Account. If an election pursuant to Paragraph (a)(iii) is provided by the Committee and a Participant does not make such an election, such dividends shall be paid to the Participant's ESOP Account to be reinvested in Common Stock. (c) The Beneficiary of a deceased participant shall have the same rights as a Participant has under this Section 6. (d) The provisions of this Section 6 are intended to comply with Section 404(k) of the Code, and shall be interpreted and construed accordingly. SECTION 7 INDEPENDENT APPRAISER Common Stock held in Participants' ESOP Accounts shall be valued as of each valuation date, or at the discretion of the Committee, more frequently. All valuations of Common Stock held in Participants' ESOP Accounts which is not readily tradable on an established securities market shall be made by an independent appraiser meeting requirements similar to those contained in Treasury Regulations under Code Section 170(a)(1). SECTION 8 SHARE LEGEND Shares of Common Stock in the ESOP Feature held or distributed by the Trustee may include such legend restrictions on transferability as the Company may reasonably require in order to assure compliance with applicable federal and state securities laws. 59 IN WITNESS WHEREOF, the Cooper Tire & Rubber Company has caused this Restated Plan to be executed and adopted this 26th day of February, 2002. COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ----------------------------------------- Treasurer By:/s/ Richard N. Jacobson ----------------------------------------- Assistant Secretary 60 AMENDMENT NO. 1 TO THE COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN (BOWLING GREEN-SEAL) (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001) The Cooper Tire & Rubber Company (the "Company") hereby adopts this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green-Seal) (As Amended and Restated Effective as of January 1, 2001) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 2002, unless otherwise indicated. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. One of the purposes of this Amendment is to reflect the adoption of various provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to satisfy the "good faith" compliance requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder. SECTION 1 Section (12) of Article I of the Plan is hereby amended in its entirety to read as follows: "(12) 'Compensation' - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time." SECTION 2 Section 1(a)(ii) of Article III of the Plan is hereby amended in it entirety to read as follows: "(ii) the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year." SECTION 3 61 Section 1 of Article IV of the Plan is hereby amended by (i) deleting the fifth paragraph therein and (ii) deleting the word "either" and the phrase "or multiple use rules" in the sixth paragraph where they occur therein. SECTION 4 Section 1(a) of Article IX of the Plan is hereby amended in its entirety to read as follows: "the Participant's retirement, death, Total and Permanent Disability, or severance from employment;" SECTION 5 Section 1 of Article IX of the Plan is hereby amended by (i) deleting subsections (d) and (e) and (ii) renumbering subsection (f) as subsection (d). SECTION 6 The last paragraph of Section 2 of Article IX of the Plan is hereby amended in its entirety to read as follows: "Employees who make a hardship withdrawal may not make elective deferrals and employee after-tax contributions under this Plan and all other plans of the Company for 6 months after receipt of the distribution." SECTION 7 Section 6(d)(i)(A) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(A) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, 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), such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and any distribution which is made upon hardship the distributee. Notwithstanding the foregoing, a portion of a distribution shall not fail to be an Eligible Rollover 62 Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Sections 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible." SECTION 8 Section 6(d)(i)(B) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(B) 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, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state that accepts the Distributee's Eligible Rollover Distribution." SECTION 9 The first two sentences of Section 1(a) of Article XII of the Plan are hereby amended in their entirety to read as follows: "(a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code or (ii) 100% of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limit referred to in (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition." 63 SECTION 10 Section 3(f) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(f) Claims for Benefits (other than disability benefits) Any Participant or Designated Beneficiary who believes that he or she is entitled to receive a benefit under the Plan which he or she has not received may file with the designated representative of the Committee, on such forms as may be designated by the Committee, a written claim specifying the basis for his or her claim and the facts upon which he or she relies in making such claim. Such a claim must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the designated representative of the Committee. Unless such claim is allowed in full by the Committee, the Committee shall (within 90 days after such claim was filed, plus an additional period of 90 days if required for processing and if notice of the 90-day extension of time indicating the specific circumstances requiring the extension and the date by which a decision shall be rendered is given to the claimant within the first 90-day period) cause written notice to be mailed to the claimant of the total or partial denial of such claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall state (i) the specific reason(s) for the denial of the claim, (ii) specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the denial of the claim was based, (iii) 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 (iv) an explanation of the review procedure specified in Section 3(g) of this Article XIV." 64 SECTION 11 Section 3(g) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(g) Appeals Procedure Within 90 days after the denial of his or her claim, the claimant may appeal such denial by filing with the Plan Administrator his or her written request for a review of the claim. Such request for review must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the Plan Administrator or its designee. If the claimant does not file a request for review of his or her claim within such 90-day period, the claimant shall be conclusively presumed to have accepted as final and binding the initial decision of the Plan Administrator on his or her claim. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. If such an appeal is so filed within such 90-day period then the Plan Administrator, or a named fiduciary designated by the Administrator, shall conduct a full and fair review of such claim. During such full review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and with reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. After the completion of such full review, the reviewer shall mail or deliver to the claimant a written decision on the matter based on the facts and pertinent provisions of the Plan and/or Trust Fund and/or applicable law. Such decision shall be mailed or delivered to the claimant within a period of 60 days after the Administrator's receipt of the request for review unless special circumstances require an extension of time, in which case such decision shall be rendered not later than 120 days after receipt of such request. (If an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.) Such decision (1) shall be written in a manner calculated to be understood by the claimant, (2) shall state the specific reason(s) for the decision, (3) shall make specific reference(s) to 65 pertinent provisions of the Plan and/or Trust Fund on which the decision is based and (4) shall, to the extent permitted by applicable law, be final and binding on all interested persons. The notice of the adverse determination shall also include a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and contain a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures and a statement of the claimant's right to bring an action under Section 502(a) of ERISA." SECTION 12 Section 3 of Article XIV of the Plan is hereby amended by adding a new subsection (h) to the end thereof, immediately following subsection (g), to read as follows: "(h) Claims for Benefits Upon Total and Permanent Disability: (1) Notwithstanding the foregoing provisions of this Article, in the case of a claim for benefits upon Total and Permanent Disability, unless such claim is allowed in full by the Committee, the Committee shall (within a reasonable period of time, but not later than 45 days, unless such period is extended as provided in Section 3(h)(2), below, after receipt of the claim) cause written notice to be mailed or delivered to the claimant of the total or partial denial if his claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reason(s) for the denial of the claim, (ii) specific reference(s) to the provisions of the Plan and/or Trust Fund on which the denial of the claim was based, (iii) 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, 66 (iv) an explanation of the review procedures specified in Section 3(h)(3) of this Article XIV and the time limits applicable to such procedures, and (v) a specific reference to the internal rule, guideline, protocol or other similar criterion, if any, that was relied upon in making the adverse determination or a statement that such rule, guideline, protocol, or other similar criterion, if any, was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request. (2) The 45-day period set forth in Section 3(h)(1), above, may be extended by the Committee for up to 30 days, provided that the Committee determines that such an extension is necessary due to matters beyond the control of the Committee and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. Additionally, if, prior to the end of the first 30-day extension period, the Committee determines that, due to matters beyond the control of the Committee, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Committee notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Committee expects to render a decision. In the event of any extension under this Section 3(h)(2), the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve the issues. The claimant shall be afforded at least 45 days within which to provide the specified information. Additionally, in the event that a period of time is extended due to a claimant's failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. (3) Within 180 days after receipt of a notification of a denial of a claim, the claimant or his duly authorized representative may appeal such denial 67 by filing with the Committee his written request for a review of his claim. If such an appeal is so filed within 180 days, a Named Fiduciary designated by the Committee shall conduct a full and fair review of such claim. During such full and fair review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits and reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall (i) take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, (ii) not afford deference to the initial adverse benefit determination, (iii) be conducted by a Named Fiduciary who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual, (iv) provide that, in deciding any appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Named Fiduciary shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual, and (v) provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the claimant's adverse benefit determination, without regard to whether the advice was relied upon in making the initial benefit determination. The decision of the Named Fiduciary shall be made in a writing delivered to the claimant within a reasonable time, but in no event later than 45 days after the receipt of the request for review unless special circumstances require an extension of time for processing. If the Named Fiduciary determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant setting forth the special circumstances requiring an extension of time and the date by which the Named Fiduciary expects to render a decision on review, and shall be furnished prior to the termination of the initial 45-day period. In no event shall such extension exceed a period of 45 days from the end of the initial 45-day period. In the case of an adverse benefit determination on review, the notice of the determination shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reasons for the determination, (ii) specific reference(s) to specific provisions of the Plan and/or Trust Fund on which the determination is based, (iii) a statement that the claimant is entitled to receive, upon request, and free of charge, 68 reasonable access to, and copies of all documents, records, and other information relevant to the claimant's claim for benefits, (iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures, including a statement of the claimant's right to bring a civil action under section 502(a) of ERISA and (v) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol or other similar criterion will be provided free of charge to the claimant upon request. To the extent permitted by applicable law, the determination on review shall be final and binding on all interested persons. In performing the duties under this Section 3(h)(3), the Named Fiduciary shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof." EXECUTED this 27th day of December 2002. THE COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ---------------------------- Treasurer By:/s/ Charles F. Nagy ---------------------------- Assistant Treasurer 69 EX-99.G 13 l98078aexv99wg.txt EX-99.G Exhibit (99g) COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN - (BOWLING GREEN-HOSE) As Amended and Restated Effective as of January 1, 2001 or as otherwise provided in Plan TABLE OF CONTENTS

PAGE ARTICLE I DEFINITIONS........................................................ 2 ARTICLE II ELIGIBILITY AND PARTICIPATION...................................... 11 ARTICLE III PARTICIPANTS' CONTRIBUTIONS........................................ 13 ARTICLE IV COMPANY CONTRIBUTIONS.............................................. 16 ARTICLE V INVESTMENT OF CONTRIBUTIONS........................................ 20 ARTICLE VI VESTING OF CONTRIBUTIONS........................................... 23 ARTICLE VII SUSPENSION OF PARTICIPATION........................................ 24 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED..................... 25 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS........................................ 26 ARTICLE X DESIGNATION OF BENEFICIARY......................................... 28 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS...................................... 29 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION.................................... 36 ARTICLE XIII RESERVED........................................................... 41 ARTICLE XIV ADMINISTRATION OF THE PLAN......................................... 42 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE................................. 53 ARTICLE XVI ASSIGNABILITY...................................................... 55 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN..... 56 ARTICLE XVIII ESOP FEATURE....................................................... 57

-i- AGREEMENT Bowling Green Hose Pension and Insurance Program Agreement THIS AGREEMENT is made and entered into this 12th day of February, 2001, by and between Cooper Tire & Rubber Company hereinafter referred to as the "Company" for its plant located in Bowling Green, Ohio and the United Steelworkers of America, and Local Union No. 1152 thereof executing this Agreement; the International Union and the Local Union collectively being hereinafter referred to as the "Union." Effective January 1, 2002, an ESOP will be established under the Plan described in this Agreement. The ESOP feature is described in Article XVIII of the Plan and in other relevant Plan sections. The provisions of the Plan relating to the ESOP feature shall not be effective until January 1, 2002. 1 ARTICLE I DEFINITIONS For the purposes of this Plan, the following words and phrases shall have the following meanings unless a different meaning is clearly required by the context: (1) "Account" of a Participant or "Participant's Account" - the then total current market value of the account in the Participant's name as determined by the Trustee representing the entire interest of a Participant in the Plan. Effective January 1, 2002, each account shall consist of the Non-ESOP Account and ESOP Account. Prior to January 1, 2002, each account shall consist of a Pre-Tax Savings Plan Contribution subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions attributable to a Participant and allocated earnings attributable thereto and a Company Contribution subaccount which will reflect the amount of Company Contributions made pursuant to Article IV herein and allocated earnings attributable thereto. (2) "Active Participation" - the making of Participant contributions to the Plan and the right to share in the allocation of Company Contributions and ESOP Contributions, if any. (3) "Actual Deferral Percentage" - for each Plan Year, the ratios (expressed as a percentage and calculated separately for each Eligible Employee in a specified group) of (a) the total amount of Company Wage Reduction Contributions to (b) the Eligible Employee's aggregated Compensation for such Plan Year. Effective until January 1, 1997, for purposes of determining the Actual Deferral Percentage for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, any Compensation paid to a Family Member or any contribution made by the Company on such Family Member's behalf under Section 1 of Article III shall be treated as paid to or contributed on behalf of the Highly Compensated Employee. Such Family Member shall be disregarded in determining the Actual Deferral Percentage for Non-Highly Compensated Employees. In addition, the Actual Deferral Percentage for any Highly Compensated Employee for the Plan Year and who is a participant under two or more plans described in Section 401(k) of the Code which are maintained by the Company, shall be the sum of the Actual Deferral Percentages under each of such plans. (4) "Adjusted Employment Date" - the date arrived at when the Employee's prior Continuous Credited Service is subtracted, according to Section 2 of Article II, 2 (5) from the date on which the Employee first renders service entitling him/her to credit for an Hour of Service subsequent to a prior period of Continuous Credited Service. (6) "Affiliated Group" - means the Company and any and all other corporations, trades and/or businesses, the employees of which together with Employees of the Company are required, by the first sentence of Subsection (b) or Subsection (c) of section 414 of the Code to be treated as if they were employed by a single employer. Each corporation or unincorporated trade or business that is or was a member of the Affiliated Group shall be referred to herein as an "Affiliated Group Member" or an "Affiliated Company" but only during such period as it is or was such a member. (7) "Code" - the Internal Revenue Code of 1986, as amended to date, and as it may hereafter be amended, or any successor statute of similar purpose. (8) "Committee" - the Defined Contribution Plan Committee established herein. (9) "Common Stock" - common stock of Cooper Tire & Rubber Company, which is intended to be 'employer securities' within the meaning of Section 409(l) of the Code, and 'qualifying employer securities' within the meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to acquire and hold Common Stock, and shall be an eligible individual account plan, as that term is defined in Section 407(d)(3)(A) of ERISA. (10) "Company" - Cooper Tire & Rubber Company and any of its subsidiary corporations which adopt this Plan. (11) "Company Contributions" - contributions made by the Company pursuant to Article IV of the Plan, other than Company Wage Reduction Contributions. (12) "Company Wage Reduction Contributions" - amounts transferred to the Plan by the Company pursuant to wage reduction arrangements between the Company and Participants, also sometimes referred to herein as Pre-tax Savings Plan Contributions. (13) "Compensation" - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. 2 Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time. Effective until January 1, 1997, in determining the compensation of a Participant for purposes of the limitation, the rules of section 414(q)(6) of the Code shall apply, except in applying such rules, the term family shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of the rules described in the preceding sentence the limitation of Section 401(a)(17) of the Code is exceeded, then the limitation shall be prorated among the affected individual's Compensation as determined under this section prior to the application of this limitation. In addition to other applicable limitations set forth in the plan, and notwithstanding any other provision of the plan to the contrary, for plan years beginning on or after January 1, 1994, the annual compensation of each employee taken into account under the plan shall not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93) annual compensation limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For plan years beginning on or after January 1, 1994, any reference in this plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in this provision. If compensation for any prior determination period is taken into account in determining an employee's benefits accruing in the current plan year, the compensation for that prior determination period is subject to the OBRA '93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is $150,000. (14) "Continuous Credited Service" - the number of years aggregated under the provisions of Article II, Section 2, except that Continuous Credited Service prior to January 1, 1976, shall be calculated from the most recent Employment Date. (15) "Current Earnings" - net income before federal income taxes of the Company for its current fiscal year and before deducting any Company Contributions or ESOP -3- Contributions to this Plan for such fiscal year determined on the basis of generally accepted accounting principles. (16) "Designated Beneficiary" - the beneficiary chosen by the Participant, in accordance with the provisions of Article VIII herein, to receive, upon the Participant's death, any benefit payable under this Plan by reason of the Participant's death. (17) "Eligible Employee" - any Employee who has satisfied the provisions of Section 1 of Article II. (18) "Employee" - any employee of the Bowling Green-Hose plant of the Company, whose terms and conditions of employment are determined through collective bargaining with the Union. To the extent required by Section 414(n) of the Code, the term "Employee" includes any person who is a "leased employee" of the Company or any other Controlled Group Member. For purposes of this Subsection, a "leased employee" means any person who, pursuant to an agreement between the Company or a Controlled Group Member and any other person ("leasing organization"), has performed services for the Company or Controlled Group Member on a substantially full-time basis for a period of at least one year, and, effective January 1, 1997, such services are performed under primary direction or control of the Company or Controlled Group Member. Contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the Company or a Controlled Group Member will be treated as provided by the Company or Controlled Group Member. A leased employee will not be considered an Employee of the Company or a Controlled Group Member, however, if (1) leased employees do not constitute more than 20% of the Company's or Controlled Group Member's non-highly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by a money purchase pension plan maintained by the leasing organization that provides (i) a non-integrated employer contribution rate of at least 10% of compensation, (ii) immediate participation and (iii) full and immediate vesting. All personal and relative pronouns, singular or plural, and words "person", "Employee", and "Employees" shall refer to both male and female Employees generally. (19) "Employment Date" - the date on which the Employee first completes an Hour of Service in the employ of the Company, whether or not that service is performed as an Employee. (20) "ESOP Account" - shall include all amounts in the Participant's Account that are transferred to the ESOP Account pursuant to Section 3 and Section 5 of Article V. The ESOP Account shall be established under the ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a -4- Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Company Contributions subaccount which will reflect the amount of Company Contributions in the ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto, and an ESOP Contributions subaccount which will reflect the amount of ESOP Contributions in the ESOP Account made pursuant to Article XVIII herein and allocated earnings attributable thereto. (21) "ESOP Contributions" - are the discretionary contributions made by the Company pursuant to Section 3 of Article XVIII. (22) "ESOP Feature" - is the portion of the Plan described in Article XVIII and shall be effective January 1, 2002. The ESOP Feature consists of the ESOP Account. (23) "Family Member" - effective until January 1, 1997, with respect to any Employee, such Employee's spouse and lineal ascendants and descendants and the spouses of such lineal ascendants and descendants. (24) "Highly Compensated Employee" - The term Highly Compensated Employee includes highly compensated active Employees and highly compensated former Employees. For a particular Plan Year, effective January 1, 1997, a highly compensated active Employee means any Employee who: (i) was a 5-percent owner at any time during the current or the preceding Plan Year or (ii) for the preceding Plan Year received compensation from the Company in excess of the amount in effect for such Plan Year under Section 414(q)(1)(B) of the Code and was in the top-paid group of Employees for such preceding Plan Year. For the purposes of this Subsection, (i) the term "compensation" shall mean (A) for the period prior to January 1, 1998, the sum of an Employee's compensation under Section 415(c)(3) of the Code and the Employee's Pre-Tax Savings Plan Contributions (subject to the limitations of Section 401(a)(17) of the Code), and (B) for periods commencing on and after January 1, 1998, an Employee's compensation under Section 415(c)(3) of the Code (subject to the limitation of Section 401(a)(17) of the Code), and (ii) the term "top-paid group" shall mean that group of Employees of the Company consisting of the top 20 percent (20%) of such Employees when ranked on the basis of compensation paid by the Company during the Plan Year. A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Company during the determination year, and was a highly compensated active Employee for either the separation year or any determination year ending on or after the Employee's 55th birthday. -5- This paragraph shall apply until January 1, 1997. If any Employee is, during a determination year or look-back year, a family member of either a 5 percent owner who is any active or former Employee or a Highly Compensated Employee who is one of the 10 most Highly Compensated Employees ranked on the basis of Compensation paid by the Company during such year, then the family member and 5 percent owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family member and 5 percent owner or top-ten Highly Compensated Employee shall be treated as a single Employee receiving compensation and Plan contribution or benefits equal to the sum of such Compensation and contributions or benefits of the family member and 5 percent owner or top-ten Highly Compensated Employee. For purposes of this section, family member includes the spouse, lineal ascendants and descendants of the Employee or former Employee and the spouses of such lineal ascendants and descendants. The determination of who is a Highly Compensated Employee, includes the determination of the number and identity of Employees in the top-paid group, and the compensation that is considered, will be made in accordance with section 414(q) of the Code and the regulations thereunder. (25) "Hour of Service" - each hour for which an employee is paid, or entitled to payment, by the Company for the performance of duties or on account of a period of time during which no duties are performed due to vacation, holiday, jury duty, short-term military duty or funeral absence. Each hour for which an employee is not paid, or not entitled to payment, on account of a period of time during which the employee continues to accrue Continuous Credited Service while under an approved leave of absence for illness, incapacity or disability, long-term military duty or personal reasons. Each hour for which an employee is paid back pay, regardless of mitigation of damages, except for hours previously credited for the same period, or severance pay. Hours of Service shall not be credited due to payments received by an employee from a plan maintained for the sole purpose of complying with applicable worker's or unemployment compensation laws, complying with disability insurance laws, or reimbursement of medical or medically related expenses. Such hours shall be credited as specified in Section 201 of the Employee Retirement Income Security Act of 1974, as amended, and as specified at Title 29, Code of Federal Regulations, 2530.2O0b. Hours of Service performed at premium rates (such as holiday pay overtime or shift differential) shall be credited as single Hours of Service, regardless of the rate of compensation in effect for such service. If an Employee is absent from work for any period which commences on or after the Effective Date: (a) by reason of the pregnancy of the Employee, -6- (b) by reason of the birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (d) for purposes of caring for any such child for a period beginning immediately following such birth or placement, and the absence is permitted under the Company-Union basic labor agreement, the Employee shall not, solely by reason of such absence, be considered to have incurred a Severance Date for purposes of participation and for determining his/her vested interest until the expiration of the consecutive twenty-four (24) month period commencing on the first day of the absence. If an Employee is absent from work for any period for any reasons referred to in subparagraphs (a), (b), (c) and (d) of this subsection, and such period includes the last day of the Plan Year, the Employee shall be deemed to be employed on such date for purposes of Section 3 of Article II. (26) "Investment Option" - one of those forms of investment which are available to a Participant to invest Company Wage Reduction Contributions, vested Company Contributions and related earnings under the Plan. (27) "Leave of Absence" - leave of absence granted by the Company due to illness or injury, required U.S. Military Service, or other special leave of absence set forth in the Company-Union basic labor agreement, under which all Participants in similar circumstances shall be treated alike. (28) "Non-ESOP Account" - shall include all Pre-Tax Savings Plan Contributions, Company Contributions, and Transfer Contributions made to the Plan pursuant to Articles III and IV of the Plan; except that the Non-ESOP Account shall not include any portion of such contributions transferred to the Participant's ESOP Account pursuant to Section 3 and Section 5 of Article V. The Non-ESOP Account shall be established under the Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, and a Company Contributions subaccount which will reflect the amount of Company Contributions in the Non-ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto. (29) "Non-ESOP Feature" - is the portion of the Plan, on and after January 1, 2002, (a) which is not included within the ESOP Feature, (b) which is intended to qualify as a profit sharing plan under Code Section 401(a), and (c) which includes a -7- qualified cash or deferred arrangement within the meaning of Code Section 401(k). The Non-ESOP Feature consists of the Non-ESOP Account. (30) "Non-Highly Compensated Employee - any Eligible Employee who is neither a Highly Compensated Employee nor, effective until January 1, 1997, a Family Member of a Highly Compensated Employee. (31) "Normal Retirement Date" - the later of the day the Participant attains age sixty-five (65) or the completion of five (5) years of participation in the Company's Bowling Green-Hose Hourly Employees' Retirement Plan. (32) "One-Year Break in Service" - a Plan Year during which a Participant has five hundred (500) or fewer Hours of Service. Temporary excused absences, including military leave, shall not constitute a One-Year Break in Service. Further, solely for the purpose of determining whether a Participant has incurred a One- Year Break in Service, Hours of Service shall be recognized for "maternity and paternity leaves of absence." A "maternity or paternity leave of absence" shall mean, for Plan Years beginning after December 31, 1984, an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a One-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the plan administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a "maternity or paternity leave of absence" shall not exceed five hundred one (501). (33) "Participant" - any person who has been admitted to participation in this Plan pursuant to the provisions of Article II. The term "Participant" shall include active Participants (those currently eligible to share in Company Contributions and ESOP Contributions, if any), inactive Participants (those individuals who are employed by the Company and have been active Participants but are not eligible to share in Company Contributions or ESOP Contributions), and any former Employee who has an Account under the Plan. (34) "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be modified or amended from time to time. Effective January 1, 2002, the Plan consists of the ESOP Feature and the Non-ESOP Feature. (35) "Plan Year" - except as otherwise provided herein, a Plan Year shall be the calendar year beginning January 1 and ending December 31. With respect to each person becoming employed by the Company or an Affiliated Company, for -8- purposes of eligibility to participate herein, the initial Plan Year shall be the calendar year which commences coincident with or immediately following the Employee's Employment Date. (36) "Pre-tax Savings Plan Contribution" - the percentage of a Participant's Compensation which the Company contributes to the Plan pursuant to a wage reduction agreement, under which a Participant elects to forego a percentage of such Compensation, reduced for purposes of the Plan, also sometimes referred to as a Company Wage Reduction Contribution. (37) "Severance Date" - the earliest of (a) the date on which the Employee retires, dies, quits, or is discharged or (b) the date on which the Employee ceases to accrue Continuous Credited Service in accordance with the Company-Union basic labor agreement provisions for leave of absence; but in no event shall the Severance Date, as defined in (a) and (b), be earlier than the first anniversary of the first day of a period throughout which the Employee remains absent, with or without pay, from the service of the Company by reason of the absence. (38) "Severance Period" - the period of time between the Employee's Severance Date and the date on which he again performs an Hour of Service. (39) "Total and Permanent Disability" - a condition of a Participant as the result of bodily injury or disease from an unavoidable cause which prevents such Participant from being physically able to meet his/her present job requirements as the same existed at the time of the Participant's cessation of service due to such condition and which disability will (in the opinion of a qualified physician designated by the Committee) presumably be permanent and continuous during the remainder of his/her life. Such condition shall be deemed to have resulted from an unavoidable cause unless it: (a) was contracted, suffered or incurred while the Participant was engaged in, or resulted from having engaged in, a felonious enterprise, or (b) resulted from habitual drunkenness or addiction to hallucinogenic and/or narcotic drugs not prescribed by a qualified physician for treatment of a condition other than drug addiction, or (c) resulted from an intentional self-inflicted injury or self- induced sickness. (40) "Transaction Period" - a period defined in Article XV herein during which certain rules and regulations, as established by the Committee and the Trustee, shall govern all transactions relating to securities. (41) "Transactions" - all purchases, sales, redemptions or other dispositions of securities by the Trustee under the Plan. -9- (42) "Transfer Contributions" - those amounts transferred to the Plan on behalf of an Employee from another plan qualified under Section 401(a) of the Code as described in Article III, Section 8. (43) "Trustee" - the Trustee or Trustees designated by the Company as provided herein. (44) "Trust Fund" - assets of the Plan and Trust as the same shall exist from time to time. (45) "Unvested" - that portion of a Participant's Account balance which is not vested pursuant to Article VI herein. (46) "Vested" - that portion of a Participant's Account balance to which he/she has a nonforfeitable right pursuant to Article VI herein. -10- ARTICLE II ELIGIBILITY AND PARTICIPATION SECTION 1. ELIGIBILITY Any Employee of the Company eligible for membership in the Union who has completed thirty days of Continuous Credited Service is eligible to participate in the Plan. Notwithstanding the foregoing, no Employee who serves only as a leased employee as defined in Section 414(n) of the Code shall be covered by the Plan or deemed to be a Participant. SECTION 2. CONTINUOUS CREDITED SERVICE (a) Continuous Credited Service for purposes of computing eligibility shall be defined as the period of time (as computed by completed 1/12ths of a year) between the Employee's Employment Date or Adjusted Employment Date and the current date or the Employee's most recent Severance Date. (b) Any person who incurs a Severance Period after January 1, 1990, shall have Continuous Credited Service restored on the following basis: (1) A person who before the Severance Date had established a nonforfeitable right to any vested benefit will for all purposes have pre-Severance Period and post-Severance Period Continuous Credited Service aggregated to create an Adjusted Employment Date. (2) A person who before the Severance Date had not established a nonforfeitable right to any vested benefit will have Continuous Credited Service restored on the following basis to create an Adjusted Employment Date: (i) If the Severance Period is less than the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall be aggregated with any Continuous Credited Service after the Severance Period to create an Adjusted Employment Date for all purposes. Such aggregation of Continuous Credit Service shall not include any period of time during the Severance Period. (ii) If the Severance Period equals or exceeds the greater of five (5) years or the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall not be aggregated and the Employee shall become a Participant as specified in Section 3 of this Article. -11- SECTION 3. PARTICIPATION An Employee described in Section 1 will become a Participant in the Plan upon satisfaction of all the following requirements: (a) completion of thirty days of Continuous Credited Service, (b) receipt by the Committee of a completed application, (c) agreement to an appropriate payroll deduction from his/her Compensation, (d) agreement to accept a reduction of his/her Compensation equal to the whole percentage of his/her Compensation per payroll period he/she elects to have contributed by the Company as a Pre-tax Savings Plan Contribution. A Participant shall cease to be eligible to make contributions to the Plan and to share in Company Contributions or ESOP Contributions under the Plan when he/she is no longer an Employee due to: resignation, termination, retirement, death, Total and Permanent Disability, or otherwise ceasing to be an Employee or the Participant's voluntary election to suspend participation pursuant to Article VII hereof. Participation in the Plan will cease when the Employee or former Employee no longer has an Account under the Plan. A Participant who voluntarily ceases Active Participation from this Plan while still an Employee accumulating Continuous Credited Service shall be ineligible to resume Active Participation for a period of twelve (12) months from the date Active Participation last ceased. Notwithstanding the above paragraph, a Participant who retires under the Company's Bowling Green-Hose Pension and Insurance Agreement may elect to continue to be a Participant in the Plan and maintain an Account until the earlier of the date he/she withdraws the balance in his/her Account or April 1 of the calendar year following the calendar year in which he/she attains age 70 1/2. After the effective date of such retirement, such a Participant shall not be entitled to make contributions to the Plan or share in the allocation of Company Contributions or ESOP Contributions. Participation in the Plan by Eligible Employees shall be voluntary. -12- ARTICLE III PARTICIPANTS' CONTRIBUTIONS SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION To be an Active Participant, an eligible individual must have made on his/her behalf or agree to make a Pre-tax Savings Plan Contribution in the following manner: (a) A Participant may agree to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution, an amount, at his/her election, not to exceed the lesser of: (i) 15% of his/her Compensation or (ii) $7,979 (or such greater amount as determined by the Secretary of Treasury). In calculating the limit under Code Section 402(g) for purposes of Code Section 401(k), the amounts to be deferred by an eligible Employee under each plan for which he/she is eligible to make wage deferrals will be aggregated by treating all cash or deferred arrangements under which the Employee is eligible as a single arrangement. If the limit set forth by Code Section 402(g) is exceeded, then the deferrals in excess of the limits must be distributed by April 15 of the following year. Such reduction in Compensation must be made at the time the Participant would normally receive his Compensation from the Company. (b) A Participant, by agreeing to have contributed on his/her behalf a Pre-tax Savings Plan Contribution, shall enter into a written wage reduction agreement with the Company. The terms of such reduction agreement shall provide that the Participant accepts a reduction in his/her Compensation from the Company equal to any whole percentage of his/her Compensation per pay period which he/she elects to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution. (c) Pre-tax Savings Plan Contributions shall be fully vested and nonforfeitable at all times. (d) The Company may amend or revoke its wage reduction agreement with any Participant at any time, if the Company determines that such revocation or amendment is necessary to insure that contributions by or on behalf of a Participant for any Plan Year will not exceed the limitations of Section 415 or to insure that the discrimination tests of section 401(k) of the Code are met for such Plan Year. (e) If a Participant's Compensation for any Plan Year is such that he or she is a Highly Compensated Employee for the Plan Year, the actual deferral percentage test of Section 401(k)(3) of the Code will be met. The Plan incorporates by reference the provisions of Sections 401(k)(3) of the Code and regulation Section 1.401(k) - 1(b) thereunder. -13- SECTION 2. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS All contributions made by or on behalf of a Participant are subject to the limitations imposed by section 401(k), and section 415 of the Code as further set forth in Article XII hereof. The maximum amount of such contributions is limited under Section 401(k)(3) determined by reducing contributions made on behalf of Highly Compensated employees in order of their contribution percentages beginning with the highest of such percentages. SECTION 3. CHANGING CONTRIBUTION PERCENTAGE The contribution percentage(s) designated by a Participant shall continue in effect, notwithstanding any change in his/her Compensation, until he/she shall change such contribution percentage(s). A Participant may elect, at any time, but not less than thirty (30) days from the last change in contribution percentage(s) to increase or decrease the contribution percentage(s) within the applicable limits to be effective as soon as practicable after receipt of notice of change. SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES Each Participant's Pre-tax Savings Plan Contributions shall be in whole multiples of 1% of Compensation, subject to adjustment pursuant to Section 5 hereof. SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS (a) Each Pre-tax Savings Plan Contribution made by the Company on behalf of a Participant shall be transferred to the Plan pursuant to the terms of a written wage reduction agreement between such Participant and the Company. A Participant's wage reduction agreement shall be modified automatically to correspond to the change in the amount of the Pre-tax Savings Plan Contributions made on his/her behalf as set forth in Section 3 hereof. (b) The tentative wage reduction amount set forth in any wage reduction agreement shall be in any amount as the Participant shall elect, but shall be not less than 1% and not more than 15% of Compensation of such Participant. Tentative wage reductions shall become final, and then shall constitute Pre-tax Savings Plan Contributions, only after the Company or the Committee has made such adjustments thereto as they (or either of them) deem necessary to maintain the qualified status of this Plan or to maintain the status of any portion of this Plan as a qualified cash or deferred arrangement under section 401(k) of the Code. (c) All amounts withheld pursuant to a wage reduction agreement and thereafter contributed to the Plan as Pre-tax Savings Plan Contributions shall be so delivered only if the Company in good faith believes that such amounts do not exceed the amounts permissible pursuant to the limitations hereinabove set forth. If any amount shall be withheld from the Compensation of a Participant pursuant to a wage reduction agreement which exceeds the maximum amount permissible -14- pursuant to Section 5(b) hereof, and if such amount is contributed to the Plan as a Pre-tax Savings Plan Contribution by way of a mistake of fact, it shall be refunded to the Company and shall thereafter be paid as promptly as practicable (subject, however, to the withholding of taxes and other amounts as though such amount were current compensation) by the Company to the Employee from whose Compensation such amount was obtained pursuant to a wage reduction agreement. SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS Company Wage Reduction Contributions shall be transferred by the Company to the Trustee as soon as practicable, but not less than monthly. All payments so made by the Company shall be reported to the Committee. All such contributions shall be appropriately credited to the Account of each Participant by the Trustee. SECTION 7. VETERANS Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and Continuous Credited Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. "Qualified military service" means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. SECTION 8. TRANSFER CONTRIBUTIONS The Trustee is authorized to accept on behalf of a Participant, and hold as part of a Participant's Account, assets from a trustee of another plan qualified under Section 401(a) of the Code, provided that such other plan permits such a transfer and provided that the Committee approves such transfer from such other plan. All amounts so transferred to a Participant's Account shall be referred to herein as "Transfer Contributions." SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature to the ESOP Feature. -15- ARTICLE IV COMPANY CONTRIBUTIONS SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS The Company shall contribute to the Trustee out of Current Earnings for that fiscal year or, at its discretion as set forth below out of its accumulated earnings, in cash or in its treasury or authorized but unissued Common Stock the value of which shall be computed at the applicable fair market value on the date of contribution by the Company, an amount equal to the lesser of: (a) the aggregate of seventy-five percent (75%) of all Pre-Tax Savings Plan Contributions which represent up to four percent (4%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1), or (b) an amount equal to fifteen percent (15%) of the Company's Current Earnings for such year in excess of ten percent (10%) of the stockholder's equity of the Company at the beginning of such year. The Company's Board of Directors may, at its discretion, waive the limitations in paragraph (b) above and contribute to the Trustee out of Current Earnings for that fiscal year or its accumulated earnings an amount not to exceed the limitations in paragraph (a) above. The Company will not match, nor allocate its contributions to, any portion of Pre-Tax Savings Plan Contributions which represent an amount in excess of four percent (4%) of a Participant's Compensation during each Plan Year. Company Contributions will be subject to the nondiscrimination test pursuant to Section 401(m)(2) of the Code. For any Plan year the contribution percentage for eligible Highly Compensated Employees shall not exceed the greater of: (a) 125 percent of such percentage for all other Eligible Employees, or (b) the lesser of 200 percent of such percentage for all other Eligible Employees, or such percentage for all other Eligible Employees plus 2 percentage points. For nondiscrimination testing purposes, the multiple use rules pursuant to Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is required, Pre-Tax Savings Plan Contributions will be distributed as provided by Regulation Section 1.401(m)-2(c). At any time corrections are required to either the nondiscrimination test of multiple use rules by distributing Pre-tax Savings Plan Contributions any related Company Contributions will also be distributed or forfeited to avoid discrimination. SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS The Company shall contribute with respect to each Plan Year the aggregate of the Company Wage Reduction Contributions for such Plan Year, as determined pursuant to wage reduction -16- agreements in force between the Company and Participants in the Plan. Company Wage Reduction Contributions shall be fully Vested and nonforfeitable at all times. SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS The Company Contributions for each fiscal year shall be allocated by the Trustee to each Participant's Account in proportion to seventy-five percent (75%) of each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up to an aggregate contribution thereof of four percent (4%) of a Participant's Compensation for such year. If a Participant or Designated Beneficiary becomes entitled to distribution of his/her Account under the Plan as a result of the Participant either retiring from the Company under one of its retirement programs (except a Deferred Vested Pension), suffering a Total and Permanent Disability or dying and Pre-Tax Savings Plan Contributions have been made on his/her behalf to which Company Contributions, if any, are allocated in the year in which such event (retirement, Total and Permanent Disability, or death) occurred, such Participant shall be entitled to share in the Company Contribution which it may make with respect to such year, as herein provided, as if such event had not occurred. There shall be directly and promptly allocated to the Pre-Tax Savings Plan Contributions subaccount of each Participant the Company Wage Reduction Contributions, as set forth in Section 2 hereof. Company Contributions will be allocated to the Participant only if the Participant is employed on the last day of the Plan Year, except in the case of retirement, Total and Permanent Disability or death. SECTION 4. REPORTING THE CONTRIBUTIONS The Company Contributions and Company Wage Reduction Contributions shall be reported to the Committee by the Company. SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS To the extent that the deductibility thereof is subsequently denied, each Company Contribution and each Company Wage Reduction Contribution made by the Company pursuant to the provisions of this Article IV hereof is hereby made expressly contingent upon the deductibility thereof for federal income tax purposes for the year with respect to which such contribution is made. Each such contribution is further contingent upon the maintenance of qualified status by the Plan for the year with respect to which such contribution is made, to the extent that the loss of qualified status would deprive the Company of the deduction taken for such contribution. SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS All contributions made by the Company are made for the exclusive benefit of the Participants and their beneficiaries, and such contributions shall not be used for nor diverted to purposes other than for the exclusive benefit of the Participants and their beneficiaries, including the costs of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, refunds of -17- Company Contributions shall be made to the Company under the following circumstances and subject to the following limitations, to the extent that such refunds do not, in themselves, deprive the Plan of its qualified status: (a) To the extent that a Federal income tax deduction is disallowed for any Company Contribution, the Trustee shall refund to the Company the amount so disallowed within one (1) year of the date of such disallowance. (b) In the case of a contribution, or for any Company Wage Reduction Contribution, which is made in whole or in part by reason of a mistake of fact, so much of the Company Contribution as is attributable to the mistake of fact shall be returnable to the Company upon demand, upon presentation of evidence of the mistake of fact to the Trustee and of calculations as to the impact of such mistake of fact. Demand and repayment must be effected within one (1) year after the last installment payment of the contribution to which the mistake applies. In the event that any refund of amounts contributed under Section 1 hereof is paid to the Company, such refund shall be made without interest and shall be deducted from among the Company Contributions subaccounts of Participants only to the extent that the amount of the refund can be identified to specific Participants (as in the case of certain mistakes of fact). Refunds of amounts contributed pursuant to Section 2 hereof (relating to contributions attributable to wage reduction) are treated at Section 6 of Article III. Notwithstanding any other provision of this Section 6, no refund shall be made to the Company which is specifically chargeable to the Account of any Participant in excess of one hundred percent (100%) of the amount in such Account, nor shall a refund be made by the Trustee of any funds, otherwise subject to refund hereunder, which have been distributed to Participants and/or beneficiaries. In the case that such distributions become refundable, the Company shall have a claim directly against the distributees to the extent of the refund to which it is entitled. All refunds pursuant to this Section 6 shall be limited in amount, circumstance and timing to the provisions of Section 403(c) of the Employee Retirement Income Security Act of 1974, as amended, and no such refund shall be made if, solely on account of such refund, the Plan would cease to be a qualified Plan pursuant to Section 401(a) of the Code. SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS Each Company Contribution shall be sent to the Trustee as promptly as practicable following the determination of the amount thereof, and, in any event, on or before the date established by law (including any extension thereof) for the filing of the Company's federal income tax return for the taxable year with respect to which such Company Contribution is made. Contributions made pursuant to Section 2 hereof shall be made no later than the date specified in the preceding sentence, and shall be made at such earlier dates as may be practicable provided, however, that no wage reduction amount shall be held by the Company without contributing same to the Plan for a period longer than the longest period that is permissible under regulations published under Section 401(k) of the Code, and, in any event, amounts contributed under -18- Section 2 hereof with respect to any Plan Year shall be deemed credited to the Pre-Tax Savings Plan Contributions subaccount of the Participant not later than the last day of such Year. SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article IV, the Company Contributions and Company Wage Reduction Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature and ESOP Feature. -19- ARTICLE V INVESTMENT OF CONTRIBUTIONS SECTION 1. INVESTMENT OF FUNDS Except for Unvested Company Contributions, and, subject to Section 4 of Article XVIII, ESOP Contributions, the amounts in a Participant's Account may be invested on behalf of such Participant in one or more of the following Investment Options, at the Participant's discretion: (a) Option A: Cash with Interest. - Cash will be invested in a fixed income account with a bank, insurance company, or an investment adviser registered under the Investment Advisers Act of 1940. (b) Option B: Mutual Fund(s). - Cash will be invested in one or more mutual funds approved by the Committee and made available to Participants. (c) Option C: A fund comprising a pooled account of Common Stock of the Company. The amounts credited to a Participant's Account from, subject to Section 4 of Article XVIII, the ESOP Contributions and Unvested Company Contributions shall be invested in the Common Stock fund. SECTION 2. INSTRUCTIONS TO THE TRUSTEE A Participant will instruct the Trustee in writing as to the manner in which his/her contributions in his/her Account, other than Company Contributions and ESOP Contributions, shall be invested in any one or more of the Investment Options in such proportions as he/she sees fit, except that the amounts so specified shall be in multiples of one percent (1%). A Participant may likewise instruct the Trustee with respect to the retention or investment of the Vested portion of the Company Contributions subaccount and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount allocated to his/her Account, subject to the same limitations as apply to the investment of the contributions in his/her Account other than Company Contributions. Investment instructions with respect to the contributions in his/her Account other than Company Contributions and ESOP Contributions, and with respect to the Vested portion of the Company Contributions and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount may be different, both as to the kind of investment and as to the relative amounts to be invested in such investments. Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the Unvested portion of the Company Contributions subaccount shall remain invested in the Common Stock fund. SECTION 3. TRANSFER TO THE ESOP FEATURE Effective January 1, 2002, any amount of the Participant's Non-ESOP Account invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the -20- Plan Year immediately succeeding the Plan Year in which the contributions comprising such amounts invested in the Common Stock fund were made to the Plan. Notwithstanding the foregoing, any amount in a Participant's Account that is attributable to contributions made to the Plan prior to January 1, 2002 and that is invested in the Common Stock fund on December 31, 2001 shall be transferred to the Participant's ESOP Account effective as of January 1, 2002. SECTION 4. TRUSTEE OPTIONS The Trustee is authorized to purchase treasury or authorized but unissued Common Stock of and from the Company, if offered by it, at the applicable fair market value. SECTION 5. CHANGING OF INVESTMENTS As to the investment of future contributions with respect to which the Participant has investment discretion, the Participant shall have the right, at any time, but not more often than once daily, to instruct the Trustee to change the amounts to be invested in any Investment Option(s) for all his/her contributions. A Participant shall instruct the Trustee pursuant to this Section 5 with regard to the investment of any portion of the Participant's Account attributable to Transfer Contributions. Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of this Article V, any amount that the Participant chooses to invest in the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account on and after January 1, 2002, subject to transfer to the Participant's ESOP Account. Effective January 1, 2002, any such amount invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the investments were changed into the Common Stock fund. On and after January 1, 2002, any amount that the Participant chooses to invest in any Investment Option(s) other than the Common Stock fund, pursuant to this Section 5, shall beheld in the Participant's Non-ESOP Account. All such directions to sell or to redeem securities held in the Participant's Account or to reinvest the proceeds and all changed investment directions shall become effective during the Transaction Period, as such term is defined in Section 1 of Article XV. All such directions received and completed prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the close of the business day of receipt of such directions. All such directions received and completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the following day when both the Trustee and the New York Stock Exchange are open for business. SECTION 6. EARNINGS FROM INVESTMENTS Except as provided in Section 6 of Article XVIII, earnings from the Investment Options shall be reinvested in the Investment Option producing such earnings. -21- SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS Any funds in the hands of the Trustee as to which the Participant has instructed the Trustee to invest in any given Investment Option but which temporarily remains uninvested may be held by the Trustee in cash. Shares of Common Stock shall be in full shares only, with no fractional shares being purchased or held. Amounts creditable to the Accounts of Participants which cannot be invested in the Investment Option selected because such amounts are insufficient to purchase a full share of Common Stock shall be temporarily held pursuant to this Section 6 as uninvested funds for the benefit of the Account to which such amount is allocable. SECTION 8. SELECTION OF INVESTMENT OPTION The selection of an Investment Option by a Participant will be entirely the responsibility of such Participant. Neither Trustee, the Committee, the Company, nor any of its personnel shall be empowered to advise a Participant as to the manner in which the amounts credited to any Account shall be invested. The fact that a security is available to Participants for investment under this Plan shall not be construed as a recommendation for the purchase of that security, nor shall the designation of any Investment Option impose any liability on the Trustee, the Committee, the Union, the Company, or any of its personnel. -22- ARTICLE VI VESTING OF CONTRIBUTIONS SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS A Participant shall have a nonforfeitable interest in his/her Account balance to the extent that it is attributable to contributions made by him/her or on his/her behalf including (but not limited to) Company Wage Reduction Contributions (but not including Company Contributions), at all times (subject to the terms and conditions of Articles IX and XI), and in all assets in his/her Account attributable thereto. SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes five (5) years of Continuous Credited Service (Article II, Section 2). For Participants with five (5) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account. Notwithstanding the foregoing, a Participant shall at all times be Vested in any earnings and dividends paid on the investments of Unvested Company Contributions and ESOP Contributions held in the Participant's Account. Full one hundred percent (100%) vesting shall also occur upon attainment of the Participant's Normal Retirement Date. Should a Participant terminate participation in the Plan by reason of any of the following, all Company Contributions and ESOP Contributions will become one hundred percent (100%) Vested to the Participant: (a) Total and Permanent Disability (b) Death (c) Termination of the Plan, (or partial termination of the Plan if the Participant is affected thereby), or (d) Complete and final discontinuance of Company Contributions. If a Participant terminates employment at a time when his/her Company Contributions and ESOP Contributions are Unvested, such Unvested contributions shall be forfeited upon the earlier of (i) the distribution to the Participant of the Vested portion of his/her Account or (ii) the close of five consecutive Severance Periods after such termination of employment. SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest provided restoration is made prior to the attainment of five (5) years Continuous Credited Service by the Participant. -23- ARTICLE VII SUSPENSION OF PARTICIPATION SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER In the event that a Participant is transferred to a job with the Company which renders such Participant ineligible to participate actively in this Plan, then, in such event, such Participant's Active Participation shall be deemed to be suspended. However, during the period of suspension the Participant's Account shall continue to be vested as if no suspension had occurred. Such suspension shall remain in effect until: (a) the Participant is transferred to a job whereby he/she would be re-eligible to be an active Participant in the Plan, or (b) a termination occurs pursuant to Article XI of the Plan. -24- ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED SECTION 1. APPLICATION OF FORFEITURES All Company Contributions and ESOP Contributions forfeited in accordance with Article VI, Section 2 shall be used to reduce the Company's subsequent contributions to the Plan. However, such forfeited Company Contributions and ESOP Contributions will be restored to the Participant's Account should the Participant exercise restoration rights as defined in Section 7 of Article XI. In the event that the Plan is terminated, any forfeitures not previously applied to reduce Company Contributions shall be credited (on the basis of each individual Participant's current year Compensation as a ratio to the total current year Compensation of all Participants) to the Accounts of all Participants entitled to share in the allocation of Company Contributions at the time of such termination. SECTION 2. TREATMENT OF FORFEITED SECURITIES Forfeited securities shall be converted to cash and be invested by the Trustee; such cash shall be applied to the reduction of the next contribution by the Company. Upon forfeiture of a portion of the Company Contributions or ESOP Contributions, the Trustee shall sell such amount of the securities allocated to the Participant's Account as may be necessary to effect the forfeiture. -25- ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS SECTION 1. WITHDRAWAL EVENTS No amount may be withdrawn by a Participant from Company Wage Reduction Contributions, Company Contributions, or ESOP Contributions earlier than the occurrence of hardship (see Section 2 below) or one of the following events: (a) the Participant's retirement, death, Total and Permanent Disability, or termination of Employee status; (b) termination of the Plan without establishment of a successor plan; (c) the Participant's attainment of age 59 1/2; (d) the sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation; (e) the sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. (f) An Eligible Rollover Distribution by a Distributee to an Eligible Retirement Plan in accordance with the provisions of Article XI, Section 6. SECTION 2. HARDSHIP WITHDRAWALS If a Participant requests a hardship withdrawal prior to the occurrence of an event in Section 1 above, such request will require the consent of the Committee and such consent shall be given only if, under uniform rules, the Committee determines that (a) the purpose of the withdrawal is to meet immediate and heavy financial needs of the Participant, (b) the amount does not exceed such financial need, and (c) the amount of the withdrawal is not immediately available from the resources of the Participant. A withdrawal made on account of hardship must be made first, from Company Contributions and earnings (if Vested) and then only from Company Wage Reduction Contributions of the Participant, and not from earnings credited thereto. -26- Employees who make a hardship withdrawal may not make elective contributions for the tax year following the tax year of distribution, greater than the Code Section 402(g) limit minus the elective contributions for the year of distribution. SECTION 3. FREQUENCY OF WITHDRAWALS. Except for distribution at retirement, disability, or death, [Article XI, Section 2(b)], withdrawals may not be made more frequently than once in any twelve (12) month period. -27- ARTICLE X DESIGNATION OF BENEFICIARY Each Participant must file with the Committee a written designation of a Designated Beneficiary or Beneficiaries in the form prescribed by the Committee with respect to all or part of the securities and cash held for the account of such Participant. Such Designated Beneficiary shall be a Participant's spouse or, if he/she has no spouse or his/her spouse consents (in the manner hereinafter described in this Article) to the designation hereinafter provided for in this Article, such person or persons other than, or in addition to, his/her spouse as may be designated by a Participant as his/her death beneficiary under the Plan. Such a designation may be made, revoked or changed only by an instrument (in form acceptable to the Committee) which is signed by the Participant, which includes his/her spouse's written consent to the action to be taken pursuant to such instrument (unless such action results in the spouse being named as the Participant's sole Beneficiary), and which is filed with the Committee before the Participant's death. A spouse's consent required by this Article shall be signed by the spouse, shall acknowledge the effect of such consent, shall be witnessed by a member of the Committee or by a notary public and shall be effective only with respect to such spouse. At any time when all the persons designated by the Participant as his/her Designated Beneficiary have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or, if he/she does not then have a spouse, the Participant's estate. If a Participant has no spouse and he/she has not made an effective Beneficiary designation pursuant to this Article, his/her Designated Beneficiary shall be his/her estate. -28- ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS Subject to the provisions of Section 3 of this Article, distributions may be made to a Participant or the Designated Beneficiary, as the case may be, upon the occurrence of the following stated events: (a) Termination of a Participant's participation in the Plan, or cessation of the Participant's right to share in the allocation of the Company Contributions or ESOP Contributions made to the Plan (other than a temporary cessation on account of a temporary suspension of Participant contributions), or (b) Termination of the Plan without establishment of a successor plan, or (c) The sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation, or (d) The sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. Effective as of January 1, 1998, if the present value of any nonforfeitable accrued benefit, at the time of distribution or at the time of any subsequent distribution, exceeds $5,000 such benefit may not be immediately distributed without the consent of the Participant. SECTION 2. TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN A Participant's Active Participation in the Plan will be terminated if he/she: (a) Voluntarily elects to cease contributions to the Plan, (b) Terminates employment from the Company voluntarily or involuntarily, (c) Retires from the Company under one of its retirement programs, (d) Suffers a Total and Permanent Disability, (e) Dies. (f) Becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan. -29- SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS If a Participant terminates employment with the Company, either voluntarily or involuntarily, before the Company Contributions or ESOP Contributions are Vested, the Participant will receive the then current market value of the larger of: (a) the Participant's Pre-Tax Savings Plan Contributions, plus all earnings (not to exceed the current market value of the entire Account), or (b) the current market value of the entire Account less the Unvested Company Contributions and Unvested ESOP Contributions. If a Participant, who remains an employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan before any of the Company Contributions or ESOP Contributions are Vested, he/she will receive the amount described above in this Section 3, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Subject to Article XI, Section 1, if a Participant terminates employment with the Company after Company Contributions and ESOP Contributions are Vested, the Participant will receive the then current market value of the entire Account when he/she elects to make a voluntary withdrawal. If a Participant, who remains an Employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions and ESOP Contributions are Vested, or remains in a job whereby he/she is ineligible to be an active Participant in the Plan, he/she will receive the amount described above in this Section 4, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains employed by the Company and who has attained age 59 1/2, voluntarily elects to withdraw from the Plan after he/she becomes Vested in Company Contributions and ESOP Contributions credited to his/her Account, he/she will receive the entire amount described in this Section 4 as if he/she had terminated employment with the Company. SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY If a Participant dies, retires or suffers a Total and Permanent Disability, the Participant or Designated Beneficiary will receive the then current market value of his/her Account. Distribution will not occur upon retirement or Total and Permanent Disability in the event a Participant elects to defer the commencement of distribution in accordance with Section 6 of this Article. SECTION 6. DISTRIBUTION OF ACCOUNTS -30- (a) Form of Distribution of Accounts to a Participant During His/Her Lifetime: If a Participant terminates participation in the Plan, due to a separation from service or, if earlier, age 59 1/2, distribution shall be made, subject to other limitations of this Plan, by one of the following methods as he/she shall elect: (1) Payment in cash, or (2) If the Participant has selected one or more of the Investment Options: (i) payment in cash, (ii) payment in securities held for the Participant's Account, or (iii) a combination of (i) and (ii) above at the option of the Participant. (b) Distribution of Cash and/or Securities Distribution of cash and/or securities to a Participant who either (i) retires from the Company under one of its retirement programs, (ii) suffers a Total and Permanent Disability, or (iii) dies, or (iv) becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan, shall be made, at the Participant's or Designated Beneficiary's option, in one of the following forms: (1) A single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan, (2) Two (2) installment distributions, with the first installment to be at least fifty percent (50%) of the Participant's Account balance (as determined in Section 3, 4 or 5 of this Article) and to begin within ninety (90) days from the date the Participant terminated participation in this Plan, and the second and final installment to include the remainder of the Account balance and to be received within twenty-four (24) months after the date the Participant terminated participation in this Plan. (3) For events described in Section 1(c) or 1(d) of this Article, distribution will be made in a lump sum as provided by Section 401(k)(10) of the Code. Distribution of cash and/or securities to a Participant who voluntarily elects to withdraw from the Plan or terminates employment from the Company, voluntarily or involuntarily, shall be made in a single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan. Notwithstanding the foregoing, a Participant who retires from the Company under one of its retirement programs (except a deferred vested pension) may elect to -31- defer the commencement of distribution and remain a Participant in this Plan until no later than April 1 of the calendar year following the calendar year in which he/she attains age 70 1/2. Should the Participant fail to select a form of distribution as previously described, the final distribution will be made in a single distribution as described in Section 6(b) (1) of this Article, in the form of the Investment Option(s) then in the Account. If a Participant should die before (all) distribution(s) has (have) been made, such distribution(s) shall be made to the Designated Beneficiary. (c) Distribution in Case of the Death of a Participant While an Employee In the event of the death of a Participant while an Employee, distribution shall be made in accordance with Article X. Each Designated Beneficiary shall make an appropriate election as provided in Section 6(b) of this Article. If the Designated Beneficiary should die before the final distribution has been made then such final distribution shall be made to the legally appointed representative(s) of the Designated Beneficiary. (d) Direct Rollover of Eligible Rollover Distributions This subsection 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 subsection, a Distributee, as defined under paragraph (1)(iii) of this subsection, may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an Eligible Rollover Distribution, as defined under paragraph (1)(i) of this subsection, paid directly to an Eligible Retirement Plan, as defined under paragraph (1)(ii) of this subsection, specified by the Distributee in a Direct Rollover, as defined under paragraph (1)(iv) of this subsection. (1) Definitions (i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, the portion of any distribution that is not includible in gross income, such other amounts specified in Treasury regulations and rulings, notices or announcements issued -32- under Section 402(c) of the Code, and, effective January 1, 1999, any "hardship" distribution (as defined in Code Section 401(k)). (ii) 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. (iii) Distributee: A Distributee includes a Participant or the Participant's surviving spouse or Participant's former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code. (iv) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. (e) Miscellaneous Provisions Relating to Distributions Any distribution to which a Participant or the Designated Beneficiary may be entitled shall have deducted therefrom all incident expenses and/or taxes. The Committee shall be notified upon forms prescribed by it as to all actions which are to be taken under this Section by a Participant or Designated Beneficiary. The Trustee shall be notified in writing by the Committee concerning any action required by the Trustee to be taken under this Section. Unless the Participant elects otherwise, in no event shall any retirement, death, or disability benefit commence later than the sixtieth (60th) day after the latest of the close of the Plan Year in which (1) occurs the date on which the Participant attains the earlier of age 65 or the normal retirement age specified hereunder (if other than 65) (whether or not by reason of reference to the Company's retirement programs), (2) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan, or (3) the Participant terminates service with the Company. (f) Provision Pursuant to Code Section 401(a)(9) All distributions required under this Article XI shall be determined and made in accordance with the proposed regulations under Code Section 401(a)(9) including the minimum distribution incidental benefit requirement of section 1.401(a)(9)-2 -33- of the proposed regulations, as may be amended or promulgated from time to time. (1) Notwithstanding any other provision of the Plan, for individuals who are five percent (5%) owners (as defined in Section 416 of the Code) or who attain age seventy and one-half (70 1/2) in Plan Years prior to 2003, the entire interest of each such Participant under the Plan shall be distributed, commencing not later than April 1 of the calendar year following the calendar year in which he/she attains age seventy and one-half (70 1/2). For individuals who are not five percent (5%) owners (as defined in Section 416 of the Code) and who attain age seventy and one-half (70 1/2) in Plan Years after 2002, the entire interest of each such Participant in the Plan shall be distributed to him/her by April 1 of the calendar year following the later of either: (i) the calendar year in which the Employee attains age seventy and one-half (70-1/2), or (ii) the calendar year in which the Employee retires. Such distribution shall be (1) in accordance with regulations prescribed by the Secretary of the Treasury, over the life of such Participant and his/her Designated Beneficiary, or (2) in accordance with such regulations, over a period not extending beyond the life expectancy of such Participant or the life expectancy of such Participant and his/her Designated Beneficiary. (2) If distribution of a Participant's interest under the Plan has begun in accordance with paragraph (1) of this subsection and such Participant dies before his/her entire interest has been distributed to him/her, the remaining portion of such interest shall be distributed to his/her Designated Beneficiary at least as rapidly as under the method of distribution being used under such paragraph (1) as of the date of his/her death. (3) If a Participant dies before the distribution of his/her interest under the Plan has begun in accordance with paragraph (1) of this subsection, the entire interest of the Participant shall be distributed to his/her Designated Beneficiary within five (5) years after such Participant's death; provided, however, that such five-year rule shall not be applicable to any portion of the Participant's interest under the Plan which is payable to any individual designated by the Participant as his/her Designated Beneficiary if: (i) such portion will be distributed (in accordance with regulations prescribed by the Secretary of the Treasury) over the life of such Designated Beneficiary, and (ii) such distributions to such Designated Beneficiary begin not later than one year after the date of the Participant's death or such later -34- date as the Secretary of the Treasury may by regulations prescribe or, if such Designated Beneficiary is the Participant's surviving spouse, not later than the date on which the Participant would have attained age 70 1/2. (4) If the Participant's surviving spouse is his/her Designated Beneficiary and such spouse dies before the distributions to such spouse begin, paragraph (3) shall be applied as if the surviving spouse were the Participant. (5) Under regulations prescribed by the Secretary of the Treasury, for purposes of this subsection, any amount paid to a child shall be treated as if it had been paid to the surviving spouse if such amount will become payable to the surviving spouse upon such child reaching majority (or other designated event permitted under such regulations). SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Each Participant who has forfeited any Company Contributions or ESOP Contributions has the right to gain restoration of the forfeited Company Contributions and ESOP Contributions. A Participant who (i) terminates participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of the third paragraph of Section 2 of Article VI and (iv) subsequently becomes rehired by the Controlled Group, will have the right within the earlier of (1) five (5) years after re-employment or (2) the close of five (5) consecutive Severance Periods commencing after the date of distribution, to restore to the Account the dollar value of the previously forfeited Company Contributions and ESOP Contributions by contributing back to the Account the total lump sum amount (dollar value as of the date of distribution) of the distribution which caused the forfeiture. SECTION 8. DETERMINATION OF VALUE Determinations of value hereunder shall be made pursuant to an annual valuation by the Trustee at the fair market value as of the close of business on the annual valuation date to be established by the Trustee. If no such date is established, the annual valuation date shall be the last day of the Plan Year. Interim valuations, or partial valuations of one or more of the investment funds, may occur upon the direction of the Committee. The then current value of a Participant's Account, or any part thereof, as of any date, shall be determined by reference to the valuation (whether or not the annual valuation) coincident with or last preceding the date as of which such Account is to be valued. -35- ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c) (a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $30,000 (as adjusted, effective January 1, 1995, pursuant to Section 415(d) of the Code) or (ii) twenty-five percent (25%) of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limitation in (a)(ii) above shall not apply to amounts treated as Annual Additions under Sections 415(l)(1) or 419A(f)(2) of the Code. The term "annual addition" means the amount allocated to a Participant's Account during the limitation year (as hereinafter defined) that constitutes: 1. Forfeitures; 2. all Employee contributions; 3. amounts allocated to an individual medical account, as defined in section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Company are treated as annual additions to a defined contribution plan. Also amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Company are treated as annual additions to a defined contribution plan; and 4. all Company Contributions Any amount which may be excluded from the computation of annual additions under Treas. Reg. 1.415-6 shall be excluded from such computation. In addition, all defined contribution plans of the Company, terminated or not, shall, for purposes of these limitations, be considered as one Plan. (b) LIMITATION YEAR: For purposes of determining "annual additions", the Limitation Year shall be the Plan Year. (c) In the case of a group of Companies which constitutes a controlled group of corporations (as defined in Section 1563(a) of the Code), all such Companies shall be considered a single Company or employer for purposes of applying the limitation of Section 415 of the Code. (d) COMPENSATION. For purposes of this Section 1, Compensation shall mean compensation within the meaning of Section 415(c)(3) of the Code and the regulations thereunder. For limitation years beginning on and after January 1, -36- 2001, for purposes of applying the limitations described in this section, compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of Section 132(f)(4) of the Code. (e) ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant's Compensation, or under other facts and circumstances provided for under Treasury Regulation 1.415- 6(b)(6), the annual addition to a Participant would exceed the maximum provided in this Section 1, the administrator shall return any voluntary Participant contributions credited for the Limitation Year to the extent the return would reduce the excess amounts in the Participant's Accounts; to the extent excess amounts continue to exist, the excess amounts shall be allocated and reallocated to other Participants in the Plan. However, if such allocation or reallocation of the excess amounts causes the limitations of Section 415 to be exceeded with respect to each Plan Participant for the Limitation Year, then such amounts shall be held unallocated in a suspense account (the "Section 415 Suspense Account"). If a Section 415 Suspense Account is in existence at any time during a particular Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the Section 415 Suspense Account shall be allocated and reallocated (subject to the limitations of Section 415) before any contributions by the Company which would constitute annual additions may be made to the Plan for that Limitation Year. The Section 415 Suspense Account shall not share in any earnings or losses of the Trust Fund. SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE This Section 2 shall not apply after December 31, 1999. (a) Except as otherwise provided in Section 415(e) of the Code, in any case in which an individual is a participant in both a defined benefit plan and a defined contribution plan maintained by the Affiliated Group, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Plan Year commencing on or after the Effective Date shall not exceed 1. For purposes of the preceding sentence, (1) the defined benefit plan fraction for any Plan Year is a fraction (i) the numerator of which is the projected annual benefit of the participant under the plan (determined as of the close of the Plan Year), and (ii) the denominator of which is the lesser of (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for such Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section 415(b)(l)(B) of the Code with respect to such participant under the plan for such Year; and (2) the defined contribution plan fraction for any Plan Year is a fraction (i) the numerator of which is the sum of the annual additions to the participant's -37- account as of the close of the Plan Year and for all prior Plan Years, and (ii) the denominator of which is the sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year of service with the Affiliated Group; (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for such Plan Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section-415(c)(1)(B) of the Code with respect to such participant under such plan for such Plan Year. (b) Such reductions as are necessary to comply with the limitations of this Section with respect to a Participant in this Plan shall be made in his/her accrued benefit in accordance with applicable law; provided, however, that reductions shall first be made in accrued benefits in accordance with the provisions of any defined contribution plan of a controlled group member in which the Participant also participates prior to reduction in annual additions pursuant to a defined benefit plan, and to that end the Company shall reduce such accrued benefits to the extent necessary so that the defined contribution fraction set forth in Subsection (a) (1) of this Section is reduced so that such limitations are not exceeded, and reduction of annual additions shall then be made in accordance with the provisions of this Plan as are necessary to comply with the limitations of this Section. SECTION 3. ANTI-DISCRIMINATION TEST Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of a Participant shall be limited, to the extent necessary to satisfy the anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan Year the Average Actual Deferral Percentage for the Highly Compensated Employees with respect to any Plan Year shall not exceed the greater of (a) or (b): (a) The average Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25, or (b) The Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees multiplied by 2; provided, however, that the Average Actual Deferral Percentage for the Highly Compensated Employees may not exceed the Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees by more than two (2) percentage points (or such lesser amount as determined by the Secretary of Treasury). If, at any time during a Plan Year, the Actual Deferral Percentage for the Highly Compensated Employees exceeds or is reasonably expected by the Committee to exceed the greater of (a) or (b) above, then the Committee, in its sole and absolute discretion, shall distribute the Excess Contributions (as hereinafter defined) and income allocable to the contributions to the Highly Compensated Employees on whose behalf such Excess Contributions were made. For purposes of this Section 3, Excess Contributions shall mean the amount determined pursuant to Section -38- 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall be reduced, as determined by Secretary of the Treasury, by the amount of any Excess Deferrals which are distributed to the Participant pursuant to Section 1 of Article III. Any distribution of the Excess Contributions shall be made to each Highly Compensated Employee based on his respective portion of the Excess Contributions by reducing the amount of Pre-Tax Savings Plan Contributions actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings Plan Contribution is the greatest of the Highly Compensated Employees until such Participant's Pre-Tax Savings Plan Contribution is equal to the Pre-Tax Savings Plan Contribution of the Highly Compensated Employees whose Pre-Tax Savings Plan Contribution is the second greatest and continuing to prospectively reduce the amount of Company Contributions to be paid over to the Trust on behalf of the Highly Compensated Employees in a like manner until the Actual Deferral Percentage of the Highly Compensated Employees equals (by rounding up) for the Plan Year the greater of (a) or (b) above. The income allocable to a Participant's Excess Contributions shall be determined by multiplying the income allocable to the Participant's Pre-tax Savings Plan Contribution by a fraction, the numerator of which is the Participant's Excess Contribution and the denominator of which is the Participant's balance in his Company Wage Reduction Contribution Account as of the last day of the Plan Year. The Excess Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the amount of Excess Deferrals distributed to the Participant; shall, if there is a loss allocable to the Excess Contributions, in no event be less than the lesser of the Participant's Accounts under the Plan or the Participant's Company Wage Reduction Contribution for the Plan Year. Amounts distributed under this Section 3 shall be treated as a reduction in the amount of Compensation to be reduced pursuant to Section 1 of Article III by each Participant. In calculating the actual deferral percentage for purposes of section 401(k), the actual deferral ratio of a Highly Compensated Employee will be determined by treating all cash or deferred arrangements under which the Highly Compensated Employee is eligible (other than those that may not be permissively aggregated) as a single arrangement. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee who is one of the ten most Highly Compensated Employees and is thereby subject to the family aggregation rules of Section 414(q)(6), the actual deferral ratio (ADR) for the family group (which is treated as one Highly Compensated Employee) is the ADR determined by combining the elective contributions, compensation and amounts treated as elective contributions of all eligible family members. Except to the extent taken into account in the -39- preceding sentence, the elective contributions, compensation, and amounts treated as elective contributions of all family members are disregarded in determining the Actual Deferral Percentages for the groups of Highly Compensated Employees and nonhighly compensated employees. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee whose ADR is determined under the family aggregation rules, the determination of the amount of excess contributions shall be made as follows: The ADR is reduced in accordance with the "leveling" method described in section 1.401(k)-1(f)(2) of the regulations and the excess contributions are allocated among the family members in proportion to the contributions of each family member that have been combined. Failure to correct Excess Contributions by the close of the Plan Year following the Plan Year for which they were made will cause the Plan to fail to satisfy the requirements of Code Section 401(k)(3) for the Plan Year for which the Excess Contributions were made and for all subsequent years they remain in the Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the amount of Excess Contributions unless they are corrected within two and one-half (2 1/2) months after the close of the Plan Year for which they were made. To the extent required by the Code and Treasury Regulations, the limitations set forth in Section 2 shall be applied separately to each of the Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying this Section 3 for any Plan Year in which (c) the ESOP Feature is maintained, and (d) the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are not satisfied a single Actual Deferral Percentage will be calculated for the group of eligible Employees who are Highly Compensated Employees and a single Actual Deferral Percentage will be calculated for the group of Eligible Employees who are Non-Highly Compensated Employees for the Plan Year, notwithstanding the existence of the ESOP portion of the Plan and the disaggregation rules of Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Pre-Tax Savings Plan Contributions that are invested in Common Stock) and such account is not part of the ESOP, and all Company Contributions made in such Plan Year are allocated to the Company Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Company Contributions that are invested in Common Stock) and such account is not part of the ESOP. -40- ARTICLE XIII RESERVED -41- ARTICLE XIV ADMINISTRATION OF THE PLAN SECTION 1. SAVINGS PLAN COMMITTEE The Plan shall be administered by the Defined Contribution Plan Committee which shall be appointed by the Board of Directors of the Company. The Committee shall consist of at least three (3) members who shall be designated from time to time by the Board of Directors of the Company, and shall act by at least a majority of members. The Committee, by a majority vote of its members, shall appoint a plan administrator, chairman and secretary. The plan administrator as appointed by the Committee shall be the "Named Fiduciary" of the Plan with respect to administrative matters, and the Trustee shall be the "Named Fiduciary" with respect to the handling of Plan assets. The Board of Directors shall, from time to time, notify the Trustee of the number and the identity of the members of the Committee and the Trustee shall be entitled to rely upon such notices. SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE The Committee shall adopt such uniform and nondiscriminatory administrative regulations under the Plan as it shall deem to be necessary or appropriate for the efficient administration of the Plan. The Committee shall have sole and absolute discretion to interpret the provisions of the Plan or Trust Agreement (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan or Trust Agreement), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants and other persons, to decide disputes arising under the Plan and to make any determinations and factual and other findings with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (a) to resolve questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Participant; (b) to determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and (c) to conduct the review procedure specified in Section 3 of this Article. The Committee shall have full power and authority to administer the Plan and to interpret its provisions, and its interpretations shall be final and binding upon the Company, its personnel, the -42- Union, the Trustee and all other parties in interest, subject to the provisions of Section 3(g) of this Article. -43- SECTION 3. FIDUCIARY PROVISIONS (a) Named Fiduciaries Among the named fiduciaries under the Plan shall be the Company, and the Trustee, investment advisors or insurance companies, each of which shall have such powers, duties, responsibilities and authority as shall be specified in the Plan or trust agreement entered into for the purpose of managing the Trust Fund, subject to any delegation thereof as provided in the Plan or such trust agreement. Any other person, entity, committee, board, department, office, or identifiable part of any legal entity may be designated by the Company as a named fiduciary by an instrument signed by the Company, delivered to such designated named fiduciary and to the Trustee and accepted in writing by the designated named fiduciary. Any such designation may be terminated at any time by the Company or by such named fiduciary by written notice delivered to the other of them and to the Trustee. (b) Liability of Fiduciaries To the extent permitted by law, (1) neither the Company nor any director, officer, or Employee shall be personally liable upon any contract or other instrument made or executed by him/her or it or in his/her or its behalf in the administration of the Plan or the Trust Fund; (2) neither the Company nor any director, officer, or Employee who is a fiduciary shall be liable for the neglect, omission or wrongdoing of any other fiduciary; (3) the Company, person, committee or board and each member thereof to whom the Company delegates (or the Plan or trust agreement assigns) any duty with respect to the Plan or Trust Fund, may rely and shall be fully entitled to act upon the advice of counsel, who may be of counsel for the Company, and upon the opinion, certificate, valuation, report, recommendation or determination of an actuary appointed by the Company to assist in the operation of the Plan; (4) the Company and each director, officer, or Employee who is a fiduciary shall be solely responsible for his/her own acts or omissions; and (5) if any responsibility of the Company or of a director, officer, or Employee who is a fiduciary is allocated to any other person or if a person is designated to carry out any responsibility in accordance with the provisions of the Plan or trust agreement, then such fiduciary shall not be responsible for any act or omission of such person in carrying out such responsibility. (c) Delegation of Fiduciary Duties The Company may delegate to any person, entity, committee, board, department, office, or identifiable part of any legal entity any one or more powers, functions, duties or responsibilities with respect to the Plan or the Trust Fund, provided that no such power, function, duty or responsibility which is assigned to a fiduciary (other than the Company) pursuant to some other Section of the Plan or the trust agreement shall be so delegated without the written consent of such fiduciary. -44- Any delegation pursuant to the preceding provisions: (1) shall be signed by the Company and be delivered to and accepted in writing by the delegate, (2) shall contain such provisions and conditions relating to such delegation as the Company deems appropriate, (3) may be amended from time to time by written agreement signed on behalf of the Company and the delegate and (4) may be revoked (in whole or in part) at any time by written notice from the Company delivered to the delegate or from the delegate to the Company. (d) Personal Liability of Non-Fiduciaries Except for gross neglect or malfeasance, no non-fiduciary officers, directors or Employees of the Company shall be personally liable for acts done hereunder or related hereto, or for the making, retention or sale of any contract or contracts made as herein provided, or for the failure to invest or reinvest any funds or for any loss to or diminution of the Trust Fund, nor shall any of them be personally liable for or answerable to any Participant or any other person in connection with any exercise of discretion under the terms of this instrument relating to the payment or non-payment of benefits. (e) Defense of Fiduciaries and Non-Fiduciaries The Company shall, at its expense, defend or provide for the defense of any or all fiduciary or non-fiduciary officers, directors or employees of the Company against any such claims, allegations, suits, or charges relating to or incidental to the above matter, and shall continue to do so in any given cases, unless and until it shall clearly appear that gross neglect or malfeasance is involved in any such particular case. (f) Claims for Benefits Claims for benefits from this Plan shall be submitted to the designated representative of the Committee on such forms as may be designated by the Committee. (g) Appeals Procedure Upon the denial of any form of benefit, either partial or total, the Participant or Designated Beneficiary shall have the right to receive from the Committee a written notice stating: (1) The specific reason for denial, (2) The pertinent Section of the Plan on which the denial was based, (3) Other information the Committee may feel necessary to explain the denial, and (4) An explanation of the claims review procedure. -45- The Participant, Designated Beneficiary or a duly authorized representative, may, within ninety (90) days of such denial, file with the Plan Administrator an appeal for review of denial of benefits. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. The Participant, Designated Beneficiary or duly authorized representative shall have the right to examine all pertinent documents relating to the original denial within sixty (60) days of the filing date of such appeal, the Committee shall review such appeal and provide the Participant a decision as to denial or approval. Such decision shall be in writing and shall cover all pertinent facts considered in making the decision. SECTION 4. ACTION BY THE COMPANY Any action by the Company under this Plan shall be made pursuant to authorization of its Board of Directors. SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS The Trustee and the Committee may, by agreement in writing, arrange for the delegation by the Trustee to the Company of any of the functions of the Trustee, except the custody and distribution of assets, the voting of Common Stock held by the Trustee, and the purchase and sale or redemption of securities. SECTION 6. DUTIES OF THE TRUSTEE The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions. The Trustee shall annually, following the close of each Plan Year, revalue and adjust each Participant's Account at its current market value at the end of the Plan Year. The Trustee shall furnish at least annually to each Participant a statement showing the status of his/her Account under the Plan. This statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after its mailing or delivery (if distribution is other than by mail) to a Participant. SECTION 7. ACCOUNTS OF THE TRUSTEE The annual financial statement of the Plan shall be audited annually by auditors selected by the Company. SECTION 8. RECORDS The records of the Trustee, Committee and the Company shall be conclusive with respect to all matters involved in the administration of this Plan. -46- SECTION 9. VOTING OF COMMON STOCK (a) Each Participant shall have the right to direct the Trustee as to the manner in which voting rights with respect to shares of Common Stock held in the Participant's Account shall be exercised. (b) In order to implement the voting rights granted in this Section, the Company shall furnish to the Trustee such information as will be distributed to shareholders of the Company in connection with each such vote and a form for the use by Participants in directing the Trustee as to the manner in which voting rights shall be exercised (the "Documents"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Documents as soon as practicable following the furnishing of the Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the voting of the shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be voted. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be voted. (c) In the absence of written direction from a Participant in accordance with Section 9(b) of this Article, the Trustee shall vote all shares of Common Stock held in such Participant's Account in the same manner in which the Trustee is directed by Participants, pursuant to Section 9(b) of this Article, to vote the majority of the aggregate shares of Common Stock held in such Participants' Accounts unless the Trustee is required, by ERISA, to vote the stock in a different manner. (d) The right granted to each Participant pursuant to this Section 9 to direct the manner in which shares of Common Stock allocated to such Participant's Account are voted, and the provisions instructing the Trustee regarding the manner in which voting rights with respect to such shares shall be exercised in the absence of written directions from a Participant, shall include the manner in which the rights with respect to corporate action by shareholder consent is exercised. (e) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 9 in the event of the death of such Participant. SECTION 10. NOTICES All notices, reports and statements given, made, delivered or transmitted to a Participant shall be duly given, made, delivered or transmitted as the Committee may deem appropriate. -47- All directions, notices and other communications from Participants to the Committee shall be in such form as may be prescribed by the Committee. Such written directions, notices and other communications shall be mailed by first class mail or delivered to the secretary of the Committee and shall be deemed to have been given when received by the secretary or his/her duly authorized representative. SECTION 11. COSTS AND EXPENSES Except as provided in Article XV Section 3 with respect to transaction expenses, all costs and expenses incurred in the administration of the Plan shall be paid by the Company; provided, however, that any taxes which may be imposed on the income or the assets of the trust shall be paid out of the assets in the hands of the Trustee and shall be charged ratably against the Accounts of the Participants. Notwithstanding the foregoing, any taxes incurred by reason of specific investments or transactions shall be charged against those Accounts of the Participants which were involved in such investments or transactions on the basis of the respective interests of such Accounts in the investments or transactions generating such tax liability. SECTION 12. MISCELLANEOUS (a) Construction of Agreement The Plan shall be governed by and construed in accordance with the laws of the State of Ohio, to the extent those laws have not been superseded by Federal law (which shall otherwise apply). (b) Participant's Rights Participation in the Plan by a Participant shall in no way affect any of the Company's rights as contained in the Basic Labor Agreement between the Company and the Union. (c) Headings The headings and captions contained in this document are for convenience of reference only, and are not deemed to constitute a part of the Plan. (d) Against Public Policy Should any provision (or part of any provision) of this Plan be determined by a court of competent jurisdiction to be contrary to law or unenforceable as a matter of public policy, such provision shall be considered severable, and this Plan shall be considered not to include the provision in issue. The Plan shall be construed by the Committee, by the Plan Administrator, and all other persons relying on this document as though such provision (or part thereof) did not exist, and the Plan shall be applied and enforced in the manner determined by the Plan Administrator to be most nearly consistent with the deleted provision as is permissible under law and public policy. -48- (e) Certain Reversions to the Company Permitted Reversions of contributions to the Company will be permitted to the extent provided by Section 403(c) of ERISA. Any contribution made by the Company because of a mistake of fact must be returned to the Company within one year of the contribution. In the event the deduction of a contribution made by the Company is disallowed under section 404 of the Code, such contribution (to the extent disallowed) must be returned to the Company within one year of the disallowance of the deduction. In the event that the Commissioner of Internal Revenue determines that the plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that initial qualification by the Company must be returned to the Company within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Company's return for the taxable year in which the plan is adopted, or such later date as the Secretary of the Treasury may prescribe. (f) Payment to Minor or Incompetent Person In the event that any benefit payable under this Plan is payable to or for the benefit of a minor, an incompetent person, or other person incapable of receipting therefor, such benefit shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Trustee, the Plan Administrator, the Company and all other parties with respect thereto. (g) Forfeiture if Participant or Designated Beneficiary Cannot Be Located In the event that any benefit payable under this Plan to any Participant or Designated Beneficiary cannot be paid because the proper payee cannot be located or identified by the Trustee, such benefit shall be deemed forfeited thirty-six (36) months from the date on which the Trustee or Plan Administrator first attempted to locate such payee, provided, however, that upon presentation by such proper payee of a subsequent claim for such forfeited benefit, the full amount of the forfeited benefit shall be restored. (h) Merger or Consolidation In the event of the merger or consolidation of this Plan (or any part thereof) into any other plan, or the transfer to or from this Plan of any of the assets held for the benefit of Participants and Designated Beneficiaries, each Participant and Designated Beneficiary affected by such merger, consolidation or transfer shall have an accrued benefit in the surviving or transferee plan (determined as if such plan were then terminated immediately after such merger, consolidation or transfer) that is equal to or greater than his/her accrued benefit to which he/she -49- would have been entitled, had the Plan been terminated immediately prior to the occurrence of such merger, consolidation or transfer. (i) Electronic Media Notwithstanding any provision of the Plan to the contrary, including any provision which requires the use of a written instrument, to the extent permitted by applicable law, the Committee may establish procedures for the use of electronic media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems. (j) Plan Conversions Notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Committee, the Committee may temporarily suspend, in whole or in part, certain provisions of the Plan, which may include, but are not limited to, a Participant's right to change his contribution election, a Participant's right to change his investment election and a Participant's right to borrow or withdraw from his Account or obtain a distribution for his Account. SECTION 13. DESIGNATION OF TRUSTEE In order to implement the Plan, the Company will enter into a trust agreement with the Trustee to the end that contributions of the Participants and the contributions of the Company shall be invested in accordance with the provisions of this Plan and shall be held in Trust for the exclusive benefit of the Participants or their Designated Beneficiaries. The Company may, without further reference to or action by any Participant, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to said trust agreements or said further agreements as it may be necessary or desirable to carry out the Plan, may from time to time designate a successor Trustee or successor Trustees, or may take such other steps to execute such other instruments as it may deem necessary or desirable to put the Plan into effect or to carry out the provisions thereof. SECTION 14. TENDER AND EXCHANGE OFFERS Notwithstanding any other provision contained herein to the contrary (including, without limitation, the provisions of ARTICLE XIII), in the event the Trustee receives (i) any tender offer which is subject to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended from time to time, and to regulations promulgated thereunder, or (ii) any other offer or option to buy or exchange more than thirty (30) percent of the outstanding shares of Common Stock, the provisions of this Section 14 of ARTICLE XIV shall apply. -50- (a) Each Participant shall have the right to direct the Trustee as to whether to tender and sell or exchange pursuant to such offer any whole and fractional shares of Common Stock held in the Participant's Account. (b) In order to implement the rights granted in this Section 14 of ARTICLE XIV, the Company shall furnish to the Trustee such information as may be distributed by it to shareholders of the Company in connection with each such offer (the "Tender Document"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Tender Documents together with all other materials that the Trustee receives as a shareholder from any other party with respect to such offer (the "Additional Tender Documents") and a form prepared by the Trustee for the use by Participants in directing the Trustee as to whether or not shares of Common Stock in the Participants' Accounts shall be tendered and sold or exchanged as soon as practicable following the furnishing of the Tender Documents and Additional Tender Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the tender, and sale or exchange if the tender is accepted, of the whole and fractional shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be tendered. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be tendered. The Trustee shall tender all shares of Common Stock as to which valid and timely directions to do so have been received by it and have not been subsequently timely revoked prior to the expiration date of the offer to which the directions relate, and, to the extent the tender is accepted, the shares so tendered shall be sold or exchanged as soon as practical thereafter. Each Participant may direct the Trustee to withdraw any shares of Common Stock in the Participant's Account which were previously tendered, and the Trustee shall withdraw such shares of Common Stock prior to the withdrawal date of the offer, provided such direction is received in writing by the Trustee by the close of business two (2) days prior to the withdrawal date of the offer. Any and all directions given to the Trustee by any Participant pursuant to this Section 14 of ARTICLE XIV shall remain in the strict confidence of the Trustee. (c) In the absence of written direction from a Participant in accordance with Section 14(b) of ARTICLE XIV, the Trustee shall tender, and sell or exchange in the event the tender is accepted, at the times provided in Section 14(b) of ARTICLE XIV, all whole and fractional shares of Common Stock held in such Participant's Account only if the Trustee is directed by Participant, pursuant to Section 14(b) of ARTICLE XIV, to tender and sell or exchange the majority of the aggregate shares of Common Stock held in such Participants' Accounts. -51- (d) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Tender Documents and Additional Tender Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 14 of ARTICLE XIV in the event of the death of such Participant. (e) The price at which sales of the Company's Common Stock in accordance with this Section 14 of ARTICLE XIV pursuant to a tender or exchange offer described herein shall be credited to the Participants' Accounts shall be the price paid in connection with the tender or exchange offer. Shares of Common Stock sold in accordance with this Section 14 of ARTICLE XIV pursuant to a tender of exchange offer described herein shall not be considered in computing weighted average price under Section 2 of ARTICLE XV. The cash proceeds from the sale or exchange of any shares of Common Stock tendered and sold or exchanged pursuant to this Section 14 of ARTICLE XIV shall be invested in accordance with the terms of the Plan. If, as a result of a tender and sale or exchange, the Trustee receives securities or other property, such securities or property shall be held or reinvested in accordance with the terms of the Plan. Any shares of Common Stock tendered or offered but not purchased or exchanged shall be held or reinvested by the Trustee in the trust created under this Plan in accordance with the terms of the Plan. (f) Transactions in the Company's Common Stock pursuant to a tender or exchange offer in accordance with this Section 14 of ARTICLE XIV need not be made through the facilities of the New York Stock Exchange. (g) The Account of each Participant for whom the Trustee has sold or exchanged shares of Common Stock in connection with any tender offer or exchange offer described in this Section 14 of ARTICLE XIV shall be charged with a pro rata share of all expenses incurred by the Trustee in all sales or exchanges pursuant to such offer. -52- ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE SECTION 1. TRANSACTION PERIOD For convenience in administration, the Committee and the Trustee shall establish a period for (a) the purchase and sale of Mutual Fund shares or the Company's Common Stock or (b) the deposit and withdrawal of Cash With Interest, which shall be known as a Transaction Period. The Transaction Period shall commence at 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the next succeeding day when both the Trustee and the New York Stock Exchange are open for business. All purchases and sales of the Company's Common Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by the Trustee during the Transaction Period shall be in accordance with the instructions and directions of the Participants (or of the Company as to purchases of the Company's Common Stock with amounts to be credited to a Participant's Account from Company Contributions attributable to Participant's Contributions) which are received during a Transaction Period. The Trustee shall not be required to respond to any subsequent instruction or direction received during any Transaction Period until the next succeeding Transaction Period. SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS The transaction price for purchases and sales of Company's Common Stock shall be determined based upon the closing price of the Company's Common Stock on the New York Stock Exchange on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares of the Company's Common Stock in the Common Stock pooled account, plus uninvested cash and accrued income, divided by the number of shares in the Common Stock pooled account. The transaction price for purchases and sales in each of the Mutual Funds shall be determined based upon the closing price of each such Mutual Funds on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares in each such Mutual Funds pooled account, plus uninvested cash and accrued income; divided by the total number of shares of each such Mutual Funds pooled account. Purchases and sales of the Cash With Interest Investment Option shall be charged or credited on the basis of actual purchase and sale prices for the particular transaction. SECTION 3. ALLOCATING TRANSACTION EXPENSE Each Participant for whom the Trustee has sold and/or purchased shares in one or more of the Investment Options available in the Plan pursuant to the Participant's specific investment directions shall be charged for the expenses incurred by the Plan in the exercise of the Participant's specific investment option direction. SECTION 4. REGISTRATION OF SECURITIES Securities held by the Trustee may be registered in the name of the Trustee or its nominee. -53- SECTION 5. MISCELLANEOUS The Trustee shall invest in the Company's Common Stock Investment Option, the Cash With Interest Investment Option, or Mutual Fund Investment Option as promptly as practicable after the receipt of Employee contributions. Contributions temporarily held for investment in one of the Investment Options shall be invested by the Trustee in a short term fund approved by the Committee. All Transactions in the Company's Common Stock shall be made through the facilities of the New York Stock Exchange except for the purchase of stock from the Company as provided in Section 4 of Article V. -54- ARTICLE XVI ASSIGNABILITY It is a condition of the Plan, and all rights of each Participant shall be subject thereto, that, except as provided in a qualified domestic relations order as defined in Section 414(p) of the Code, no right or interest of any Participant in the Plan or in the Account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including, but not by the way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, but excluding the consequence of death, or mental incompetency, and no right of interest of any Participant of the Plan or in the Account shall be liable for, or subject to, any obligation or liability of such Participant. Notwithstanding any provision of the Plan to the contrary, effective for judgments, orders, decrees or settlements issued on or after August 5, 1997, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Participant's benefit under the Plan, to the extent permitted under Code Section 401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii) relating to the protection of the Participant's spouse (if any) are satisfied. -55- ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN SECTION 1. AMENDMENT Subject to Section 2 of this Article XVII, the Company may at any time and from time to time, amend the Plan if in the opinion of the Company such amendment is necessary to enable the Plan to meet the requirements of the Code (including the regulations and rulings issued thereunder) or the requirements of any governmental authority. SECTION 2. LIMITATION ON AMENDMENT The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Employee, Participant, former Participant or person claiming under or through any one or more of them pursuant to the Plan, except that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan. Moreover, no such amendment shall be made hereunder which shall permit any part of Participants' contributions to revert to any Company or be used or be diverted to purposes other than the exclusive benefit of Employees, Participants, former Participants, and beneficiaries. SECTION 3. TERMINATION This Plan shall continue in effect until and including the 31st day of August, 2004. Thereafter it shall renew itself for yearly periods unless written notice is given by either party to the other not less than sixty (60) days, but not more than seventy-five (75) days, prior to the expiration date or any extension thereof, that it is desired to terminate or amend the Plan. In the event such notice is given, the parties shall begin negotiations not less than forty-two (42) days prior to the termination date, unless otherwise mutually agreed to. If negotiations are not completed prior to the expiration date, this Plan shall terminate unless extended by mutual agreement of the parties. Upon termination, this Plan shall terminate in all respects, except that no distributions shall be made from the Plan until ninety (90) days following such termination, and any distributions made upon termination of the Plan shall be subject to the terms of Article XI Section 3. Except as herein otherwise provided, no provision of this Plan shall be subject to change prior to the expiration date as determined above. Upon any termination or partial termination of the Plan, the rights of each Participant to the assets then held in his/her Account under the Plan shall be non-forfeitable. -56- ARTICLE XVIII ESOP FEATURE SECTION 1. ESTABLISHMENT OF ESOP (a) The provisions of this Article XVIII shall become effective January 1, 2002. (b) The Plan shall consist of two components, the ESOP Feature and the Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account. The ESOP Feature is intended to qualify as a stock bonus plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7). The ESOP Feature is designed to invest primarily in "qualifying employer securities," as defined in Code Sections 4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is described in this Article XVIII. The provisions of this Article XVIII shall supercede any contrary provisions of the Plan. SECTION 2. ESOP ACCOUNT (a) The Committee shall establish an ESOP Account in the name of each Participant and shall thereafter maintain a record thereof. (b) The ESOP Account of each Participant shall be credited and debited periodically during each Plan Year in which the ESOP is maintained with any additions or reductions in the number of shares of Common Stock held for such Participant in the Plan due to the reallocation of the investment of the Participant's Non-ESOP Account and ESOP Account, and with any stock and cash dividends paid on Common Stock attributable to units of the Common Stock fund. (c) In the event that a Participant elects a partial liquidation of the investment of his Account in Common Stock pursuant to Section 5 of Article V, Common Stock shall be liquidated pro-rata from the Participant's Non-ESOP Account and ESOP Account. SECTION 3. ESOP CONTRIBUTIONS The Company, in its discretion, may make ESOP Contributions from time to time in such amounts as are determined by the Company. All ESOP Contributions shall be made in Common Stock. ESOP Contributions for a Plan Year shall be allocated among active Participants for the Plan Year. The amount allocated to each active Participant shall be determined by multiplying each active Participant's Compensation for such Plan Year by a fraction, the numerator of which is the ESOP Contribution for such Plan Year, and the denominator of which is the total Compensation of all active Participants for such Plan Year. ESOP Contributions shall be treated as Company Contributions for purposes of distributions and withdrawals from the Plan. The ESOP Contribution subaccount of a Participant shall be invested in Common Stock, subject to the diversification rules provided in Section 4 of this Article. -57- SECTION 4. DIVERSIFICATION OF INVESTMENT Participants who are at least age 55 may diversify the investment of amounts, including amounts not Vested, held in their ESOP Accounts by transferring amounts out of the Common Stock fund to one of the other Investment Options in accordance with the provisions of Section 5 of Article V. Any transfer of such amounts out of the Common Stock fund to another Investment Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature. SECTION 5. PUT OPTION (a) If shares of Common Stock distributable to a Participant or his Beneficiary are at the time of the distribution not readily tradable on an established market, the Participant or Beneficiary will have an option (the "Put") to require the Company to purchase all of the shares actually distributed to him. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Participant or the Beneficiary only during the Option Period in which the former Participant or Beneficiary receives a distribution of shares of Common Stock. (b) The "Option Period" is the 60-day period following the day on which a Participant or his Beneficiary receives a distribution. If the former Participant or Beneficiary does not exercise the Put during that 60-day period, the Option Period will also be the 60-day period beginning after the new determination of the fair market value of Common Stock by the Committee (and notice to the Participant) in the following Plan Year. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law. (c) The "Option Price" will be the fair market value of each share of Common Stock as of the valuation date immediately preceding the date the Put is exercised, multiplied by the number of shares to be sold under the Put, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions, or similar changes to the number of outstanding shares. (d) The terms of payment for the sale of Common Stock pursuant to the Put shall be as provided in the Put and may be either paid in a lump sum or in installments as provided by the Committee. An agreement to pay through installments shall be permissible only if the Common Stock subject to the put option is part of a 'total distribution', as defined in Code Section 409(h)(5), and-- (i) the agreement is adequately secured, as determined by the Committee, (ii) a reasonable rate of interest is charged, as determined by the Committee, (iii) annual payments are equal, -58- (iv) installment payments must begin not later than 30 days after the date the Put option is exercised, and (v) the term of the payment does not extend beyond five years from the date the Put option is exercised. (e) The Put will not be assignable, except that the former Participant's donees or, in the event of a Participant's death, his personal representative, will be entitled to exercise the Put during the Option Period for which it is applicable. (f) The Trustee in its discretion may, with the Company's consent, assume the Company's obligation under this Section at the time a former Participant or Beneficiary exercises the Put. If the Trustee does assume the Company's obligations, the provisions of this Section that apply to the Company will also apply to the Trustee. (g) The Put will also apply to shares of Common Stock that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Participant or Beneficiary to whom the Put becomes applicable that the shares of Common Stock held by the former Participant or Beneficiary are subject to the Put for the remainder of the applicable Option Period and will inform the Participant or Beneficiary of the terms of the Put. If the written notice is given later than ten days after the shares of Common Stock cease to be publicly traded or become subject to a trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given. (h) The Committee will notify each former Participant or Beneficiary who is eligible to exercise the Put of the fair market value of each share of Common Stock as soon as practicable following its determination. The Committee and the Company will send all notices required under this Subsection to the last known address of a former Participant or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address. SECTION 6. PAYMENT OF DIVIDENDS (a) The Committee, in its sole discretion, may provide that any dividends paid in cash during the Plan Year on shares of Common Stock in which Participants' ESOP Accounts are invested shall be (i) paid in cash directly to the Participant, (ii) paid to the Plan and subsequently distributed to the Participant in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan, or (iii) at the election of the Participant, either (A) paid to the Participant as provided in Clause (i) or (ii) (as determined by the Committee) or (B) paid to the Participant's ESOP Account to be reinvested in the Common Stock. Such dividends shall be paid in accordance with procedures established by the Committee. -59- (b) If an election pursuant to Paragraph (a)(iii) is provided by the Committee, each Participant may make the election, in the manner and at the time specified by the Committee, with respect to dividends received on shares of Common Stock comprising the portion of the Common Stock fund allocated to the Participant's ESOP Account. If an election pursuant to Paragraph (a)(iii) is provided by the Committee and a Participant does not make such an election, such dividends shall be paid to the Participant's ESOP Account to be reinvested in Common Stock. (c) The Beneficiary of a deceased participant shall have the same rights as a Participant has under this Section 6. (d) The provisions of this Section 6 are intended to comply with Section 404(k) of the Code, and shall be interpreted and construed accordingly. SECTION 7. INDEPENDENT APPRAISER Common Stock held in Participants' ESOP Accounts shall be valued as of each valuation date, or at the discretion of the Committee, more frequently. All valuations of Common Stock held in Participants' ESOP Accounts which is not readily tradable on an established securities market shall be made by an independent appraiser meeting requirements similar to those contained in Treasury Regulations under Code Section 170(a)(1). SECTION 8. SHARE LEGEND Shares of Common Stock in the ESOP Feature held or distributed by the Trustee may include such legend restrictions on transferability as the Company may reasonably require in order to assure compliance with applicable federal and state securities laws. -60- IN WITNESS WHEREOF, Cooper Tire & Rubber Company has caused this amended and restated Plan to be executed and adopted this 26th day of February, 2002. COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ----------------------------------------- Treasurer By:/s/ Richard N. Jacobson ----------------------------------------- Assistant Secretary -61- AMENDMENT NO. 1 TO THE COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN (BOWLING GREEN-HOSE) (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001) The Cooper Tire & Rubber Company (the "Company") hereby adopts this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Bowling Green-Hose) (As Amended and Restated Effective as of January 1, 2001) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 2002, unless otherwise indicated. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. One of the purposes of this Amendment is to reflect the adoption of various provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to satisfy the "good faith" compliance requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder. SECTION 1 Section (12) of Article I of the Plan is hereby amended in its entirety to read as follows: "(12) 'Compensation' - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time." SECTION 2 Section 1(a)(ii) of Article III of the Plan is hereby amended in it entirety to read as follows: "(ii) the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year." -62- SECTION 3 Section 1 of Article IV of the Plan is hereby amended by (i) deleting the fifth paragraph therein and (ii) deleting the word "either" and the phrase "or multiple use rules" in the sixth paragraph where they occur therein. SECTION 4 Section 1(a) of Article IX of the Plan is hereby amended in its entirety to read as follows: "the Participant's retirement, death, Total and Permanent Disability, or severance from employment;" SECTION 5 Section 1 of Article IX of the Plan is hereby amended by (i) deleting subsections (d) and (e) and (ii) renumbering subsection (f) as subsection (d). SECTION 6 The last paragraph of Section 2 of Article IX of the Plan is hereby amended in its entirety to read as follows: "Employees who make a hardship withdrawal may not make elective deferrals and employee after-tax contributions under this Plan and all other plans of the Company for 6 months after receipt of the distribution." SECTION 7 Section 6(d)(1)(i) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, 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), such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and any distribution which is made upon hardship of the distributee. Notwithstanding the -63- foregoing, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Sections 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible." SECTION 8 Section 6(d)(1)(ii) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(ii) 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, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state that accepts the Distributee's Eligible Rollover Distribution." SECTION 9 The first two sentences of Section 1(a) of Article XII of the Plan are hereby amended in their entirety to read as follows: "(a) Maximum Annual Addition: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code or (ii) 100% of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limit referred to in (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition." -64- SECTION 10 Section 3(f) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(f) Claims for Benefits (other than disability benefits) Any Participant or Designated Beneficiary who believes that he or she is entitled to receive a benefit under the Plan which he or she has not received may file with the designated representative of the Committee, on such forms as may be designated by the Committee, a written claim specifying the basis for his or her claim and the facts upon which he or she relies in making such claim. Such a claim must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the designated representative of the Committee. Unless such claim is allowed in full by the Committee, the Committee shall (within 90 days after such claim was filed, plus an additional period of 90 days if required for processing and if notice of the 90-day extension of time indicating the specific circumstances requiring the extension and the date by which a decision shall be rendered is given to the claimant within the first 90-day period) cause written notice to be mailed to the claimant of the total or partial denial of such claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall state (1) the specific reason(s) for the denial of the claim, (2) specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the denial of the claim was 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 review procedure specified in Section 3(g) of this Article XIV." -65- SECTION 11 Section 3(g) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(g) Appeals Procedure Within 90 days after the denial of his or her claim, the claimant may appeal such denial by filing with the Plan Administrator his or her written request for a review of the claim. Such request for review must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the Plan Administrator or its designee. If the claimant does not file a request for review of his or her claim within such 90-day period, the claimant shall be conclusively presumed to have accepted as final and binding the initial decision of the Plan Administrator on his or her claim. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. If such an appeal is so filed within such 90-day period then the Plan Administrator, or a named fiduciary designated by the Administrator, shall conduct a full and fair review of such claim. During such full review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and with reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. After the completion of such full review, the reviewer shall mail or deliver to the claimant a written decision on the matter based on the facts and pertinent provisions of the Plan and/or Trust Fund and/or applicable law. Such decision shall be mailed or delivered to the claimant within a period of 60 days after the Administrator's receipt of the request for review unless special circumstances require an extension of time, in which case such decision shall be rendered not later than 120 days after receipt of such request. (If an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.) Such decision (1) shall be written in a manner calculated to be understood by the claimant, (2) shall state the specific reason(s) for the decision, (3) shall make specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the decision is -66- based and (4) shall, to the extent permitted by applicable law, be final and binding on all interested persons. The notice of the adverse determination shall also include a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and contain a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures and a statement of the claimant's right to bring an action under Section 502(a) of ERISA." SECTION 12 Section 3 of Article XIV of the Plan is hereby amended by adding a new subsection (h) to the end thereof, immediately following subsection (g), to read as follows: "(h) Claims for Benefits Upon Total and Permanent Disability: (1) Notwithstanding the foregoing provisions of this Article, in the case of a claim for benefits upon Total and Permanent Disability, unless such claim is allowed in full by the Committee, the Committee shall (within a reasonable period of time, but not later than 45 days, unless such period is extended as provided in Section 3(h)(2), below, after receipt of the claim) cause written notice to be mailed or delivered to the claimant of the total or partial denial if his claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reason(s) for the denial of the claim, (ii) specific reference(s) to the provisions of the Plan and/or Trust Fund on which the denial of the claim was based, (iii) 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, -67- (iv) an explanation of the review procedures specified in Section 3(h)(3) of this Article XIV and the time limits applicable to such procedures, and (v) a specific reference to the internal rule, guideline, protocol or other similar criterion, if any, that was relied upon in making the adverse determination or a statement that such rule, guideline, protocol, or other similar criterion, if any, was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request. (2) The 45-day period set forth in Section 3(h)(1), above, may be extended by the Committee for up to 30 days, provided that the Committee determines that such an extension is necessary due to matters beyond the control of the Committee and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. Additionally, if, prior to the end of the first 30-day extension period, the Committee determines that, due to matters beyond the control of the Committee, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Committee notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Committee expects to render a decision. In the event of any extension under this Section 3(h)(2), the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve the issues. The claimant shall be afforded at least 45 days within which to provide the specified information. Additionally, in the event that a period of time is extended due to a claimant's failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. (3) Within 180 days after receipt of a notification of a denial of a claim, the claimant or his duly authorized representative may appeal such denial -68- by filing with the Committee his written request for a review of his claim. If such an appeal is so filed within 180 days, a Named Fiduciary designated by the Committee shall conduct a full and fair review of such claim. During such full and fair review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits and reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall (i) take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, (ii) not afford deference to the initial adverse benefit determination, (iii) be conducted by a Named Fiduciary who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual, (iv) provide that, in deciding any appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Named Fiduciary shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual, and (v) provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the claimant's adverse benefit determination, without regard to whether the advice was relied upon in making the initial benefit determination. The decision of the Named Fiduciary shall be made in a writing delivered to the claimant within a reasonable time, but in no event later than 45 days after the receipt of the request for review unless special circumstances require an extension of time for processing. If the Named Fiduciary determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant setting forth the special circumstances requiring an extension of time and the date by which the Named Fiduciary expects to render a decision on review, and shall be furnished prior to the termination of the initial 45-day period. In no event shall such extension exceed a period of 45 days from the end of the initial 45-day period. In the case of an adverse benefit determination on review, the notice of the determination shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reasons for the determination, (ii) specific reference(s) to specific provisions of the Plan and/or Trust Fund on which the determination is based, (iii) a statement that the claimant is entitled to receive, upon request, and free of charge, -69- reasonable access to, and copies of all documents, records, and other information relevant to the claimant's claim for benefits, (iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures, including a statement of the claimant's right to bring a civil action under section 502(a) of ERISA and (v) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol or other similar criterion will be provided free of charge to the claimant upon request. To the extent permitted by applicable law, the determination on review shall be final and binding on all interested persons. In performing the duties under this Section 3(h)(3), the Named Fiduciary shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof." EXECUTED this 27th day of December 2002. THE COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ----------------------------------------- Treasurer By:/s/ Charles F. Nagy ----------------------------------------- Assistant Treasurer -70- EX-99.H 14 l98078aexv99wh.txt EX-99.H Exhibit (99h) COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN - (CLARKSDALE) As amended and restated Effective as of January 1, 2001 or as otherwise provided in Plan TABLE OF CONTENTS

PAGE ARTICLE I DEFINITIONS............................................................................... 2 ARTICLE II ELIGIBILITY AND PARTICIPATION............................................................. 11 Section 1. Eligibility.......................................................................... 11 Section 2. Continuous Credited Service.......................................................... 11 Section 3. Participation........................................................................ 11 ARTICLE III PARTICIPANTS' CONTRIBUTIONS............................................................... 13 Section 1. Amount of Participant Pre-tax Savings Plan Contribution.............................. 13 Section 2. Limitations on Participant Contributions............................................. 13 Section 3. Changing Contribution Percentage..................................................... 14 Section 4. Contributions to be Expressed in Whole Multiples..................................... 14 Section 5. Method of Participants' Contributions................................................ 14 Section 6. Crediting of Contribution Amounts.................................................... 15 Section 7. Veterans............................................................................. 15 Section 8. Transfer Contributions............................................................... 15 Section 9. Contributions Made to the Non-ESOP Feature........................................... 15 ARTICLE IV COMPANY CONTRIBUTIONS..................................................................... 16 Section 1. Amount of Company Contributions...................................................... 16 Section 2. Company Wage Reduction Contributions................................................. 16 Section 3. Allocation of Company Contributions.................................................. 17 Section 4. Reporting the Contributions.......................................................... 17 Section 5. Contingent Nature of Contributions................................................... 17 Section 6. Exclusive Benefit; Refund of Contributions........................................... 17 Section 7. Transmitting the Company Contributions............................................... 18 Section 8. Contributions Made to the Non-ESOP Feature........................................... 19 ARTICLE V INVESTMENT OF CONTRIBUTIONS............................................................... 20 Section 1. Investment of Funds.................................................................. 20 Section 2. Instructions to the Trustee.......................................................... 20 Section 3. Transfer to the ESOP Feature......................................................... 20 Section 4. Trustee Options...................................................................... 21 Section 5. Changing of Investments.............................................................. 21 Section 6. Earnings from Investments............................................................ 21

-i- TABLE OF CONTENTS (continued)

PAGE Section 7. Uninvested Funds Under Investment Options............................................ 21 Section 8. Selection of Investment Option....................................................... 22 ARTICLE VI VESTING OF CONTRIBUTIONS.................................................................. 23 Section 1. Vesting of Participant Contributions................................................. 23 Section 2. Vesting of Company Contributions and ESOP Contributions.............................. 23 Section 3. Vesting of Restored Company Contributions and ESOP Contributions..................... 23 ARTICLE VII SUSPENSION OF PARTICIPATION............................................................... 24 Section 1. Suspension Resulting from Job Transfer............................................... 24 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED............................................ 25 Section 1. Application of Forfeitures........................................................... 25 Section 2. Treatment of Forfeited Securities.................................................... 25 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS............................................................... 26 Section 1. Withdrawal Events.................................................................... 26 Section 2. Hardship Withdrawals................................................................. 26 Section 3. Frequency of Withdrawals............................................................. 27 ARTICLE X DESIGNATION OF BENEFICIARY................................................................ 28 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS............................................................. 29 Section 1. Distribution Upon Occurrence of Events............................................... 29 Section 2. Termination of a Participant's Active Participation in the Plan...................... 29 Section 3. Distribution Prior to Vesting of Company Contributions and ESOP Contributions........ 30 Section 4. Distribution after Vesting of Company Contributions and ESOP Contributions........... 30 Section 5. Distribution Upon Retirement, Death or Disability.................................... 30 Section 6. Distribution of Accounts............................................................. 30 Section 7. Restoration of Forfeited Company Contributions and ESOP Contributions................ 35 Section 8. Determination of Value............................................................... 36 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION........................................................... 37 Section 1. Provision Pursuant to Code Section 415(c)............................................ 37 Section 2. Provision Pursuant to Section 415(e) of the Code..................................... 38 Section 3. Anti-Discrimination Test............................................................. 39

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PAGE ARTICLE XIII RESERVED.................................................................................. 42 ARTICLE XIV ADMINISTRATION OF THE PLAN................................................................ 43 Section 1. Savings Plan Committee............................................................... 43 Section 2. Administration of the Plan by the Committee.......................................... 43 Section 3. Fiduciary Provisions................................................................. 44 Section 4. Action by the Company................................................................ 47 Section 5. Delegation of Trustee's Functions.................................................... 47 Section 6. Duties of the Trustee................................................................ 47 Section 7. Accounts of the Trustee.............................................................. 47 Section 8. Records.............................................................................. 47 Section 9. Voting of Common Stock............................................................... 47 Section 10. Notices.............................................................................. 48 Section 11. Costs and Expenses................................................................... 48 Section 12. Miscellaneous........................................................................ 49 Section 13. Designation of Trustee............................................................... 51 Section 14. Tender and Exchange Offers........................................................... 51 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE........................................................ 54 Section 1. Transaction Period................................................................... 54 Section 2. Pooled Account for Securities Transactions........................................... 54 Section 3. Allocating Transaction Expense....................................................... 54 Section 4. Registration of Securities........................................................... 54 Section 5. Miscellaneous........................................................................ 55 ARTICLE XVI ASSIGNABILITY............................................................................. 56 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN............................ 57 Section 1. Amendment............................................................................ 57 Section 2. Limitation on Amendment.............................................................. 57 Section 3. Termination.......................................................................... 57 ARTICLE XVIII ESOP FEATURE.............................................................................. 58 Section 1. Establishment of ESOP................................................................ 58 Section 2. ESOP Account......................................................................... 58 Section 3. ESOP Contributions................................................................... 58 Section 4. Diversification of Investment........................................................ 58

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PAGE Section 5. Put Option........................................................................... 59 Section 6. Payment of Dividends................................................................. 60 Section 7. Independent Appraiser................................................................ 61 Section 8. Share Legend......................................................................... 61

- iv - AGREEMENT THIS AGREEMENT is made and entered into this 2nd day of August, 1999, by and between Cooper Tire & Rubber Company, hereinafter referred to as the "Company" for its plant located in Clarksdale, Mississippi and The United Steelworkers of America, and Local 556, thereof executing this Agreement; the International Union and the Local Union collectively being hereinafter referred to as the "Union". Effective January 1, 2002, an ESOP will be established under the Plan described in this Agreement. The ESOP feature is described in Article XVIII of the Plan and in other relevant Plan sections. The provisions of the Plan relating to the ESOP feature shall not be effective until January 1, 2002. -1- ARTICLE I DEFINITIONS For the purposes of this Plan, the following words and phrases shall have the following meanings unless a different meaning is clearly required by the context: (1) "Account" of a Participant or "Participant's Account" - the then total current market value of the account in the Participant's name as determined by the Trustee representing the entire interest of a Participant in the Plan. Effective January 1, 2002, each account shall consist of the Non-ESOP Account and ESOP Account. Prior to January 1, 2002, each account shall consist of a Pre-Tax Savings Plan Contribution subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions attributable to a Participant and allocated earnings attributable thereto and a Company Contribution subaccount which will reflect the amount of Company Contributions made pursuant to Article IV herein and allocated earnings attributable thereto. (2) "Active Participation" - the making of Participant contributions to the Plan and the right to share in the allocation of Company Contributions and ESOP Contributions, if any. (3) "Actual Deferral Percentage" - for each Plan Year, the ratios (expressed as a percentage and calculated separately for each Eligible Employee in a specified group) of (a) the total amount of Company Wage Reduction Contributions to (b) the Eligible Employee's aggregated Compensation for such Plan Year. Effective until January 1, 1997, for purposes of determining the Actual Deferral Percentage for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, any Compensation paid to a Family Member or any contribution made by the Company on such Family Member's behalf under Section 1 of Article III shall be treated as paid to or contributed on behalf of the Highly Compensated Employee. Such Family Member shall be disregarded in determining the Actual Deferral Percentage for Non-Highly Compensated Employees. In addition, the Actual Deferral Percentage for any Highly Compensated Employee for the Plan Year and who is a participant under two or more plans described in Section 401(k) of the Code which are maintained by the Company, shall be the sum of the Actual Deferral Percentages under each of such plans. (4) "Adjusted Employment Date" - the date arrived at when the Employee's prior Continuous Credited Service is subtracted, according to Section 2 of Article II, from the date on which the Employee first renders service entitling him/her to credit for an Hour of Service subsequent to a prior period of Continuous Credited Service. (5) "Affiliated Group" - means the Company and any and all other corporations, trades and/or businesses, the employees of which together with Employees of the Company are required, by the first sentence of Subsection (b) or Subsection (c) of section 414 of the -2- Code to be treated as if they were employed by a single employer. Each corporation or unincorporated trade or business that is or was a member of the Affiliated Group shall be referred to herein as an "Affiliated Group Member" or an "Affiliated Company" but only during such period as it is or was such a member. (6) "Code" - the Internal Revenue Code of 1986, as amended to date, and as it may hereafter be amended, or any successor statute of similar purpose. (7) "Committee" - the Defined Contribution Plan Committee established herein. (8) "Common Stock" - common stock of Cooper Tire & Rubber Company, which is intended to be 'employer securities' within the meaning of Section 409(l) of the Code, and 'qualifying employer securities' within the meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to acquire and hold Common Stock, and shall be an eligible individual account plan, as that term is defined in Section 407(d)(3)(A) of ERISA. (9) "Company" - Cooper Tire & Rubber Company and any of its subsidiary corporations which adopt this Plan. (10) "Company Contributions" - contributions made by the Company pursuant to Article IV of the Plan, other than Company Wage Reduction Contributions. (11) "Company Wage Reduction Contributions" - amounts transferred to the Plan by the Company pursuant to wage reduction arrangements between the Company and Participants, also sometimes referred to herein as Pre-tax Savings Plan Contributions. (12) "Compensation" - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time. Effective until January 1, 1997, in determining the compensation of a Participant for purposes of the limitation, the rules of section 414(q)(6) of the Code shall apply, except in applying such rules, the term family shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of the rules described in the preceding sentence the limitation of Section 401(a)(17) of the Code is exceeded, then the limitation shall be prorated among the affected individual's Compensation as determined under this section prior to the application of this limitation. -3- In addition to other applicable limitations set forth in the plan, and notwithstanding any other provision of the plan to the contrary, for plan years beginning on or after January 1, 1994, the annual compensation of each employee taken into account under the plan shall not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93) annual compensation limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For plan years beginning on or after January 1, 1994, any reference in this plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in this provision. If compensation for any prior determination period is taken into account in determining an employee's benefits accruing in the current plan year, the compensation for that prior determination period is subject to the OBRA '93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is $150,000. (13) "Continuous Credited Service" - the number of years aggregated under the provisions of Article II, Section 2, except that Continuous Credited Service prior to January 1, 1976, shall be calculated from the most recent Employment Date. (14) "Current Earnings" - net income before federal income taxes of the Company for its current fiscal year and before deducting any Company Contributions or ESOP Contributions to this Plan for such fiscal year determined on the basis of generally accepted accounting principles. (15) "Designated Beneficiary" - the beneficiary chosen by the Participant, in accordance with the provisions of Article VIII herein, to receive, upon the Participant's death, any benefit payable under this Plan by reason of the Participant's death. (16) "Eligible Employee" - any Employee who has satisfied the provisions of Section 1 of Article II. (17) "Employee" - any employee of the Clarksdale plant of the Company, whose terms and conditions of employment are determined through collective bargaining with the Union. To the extent required by Section 414(n) of the Code, the term "Employee" includes any person who is a "leased employee" of the Company or any other Controlled Group Member. For purposes of this Subsection, a "leased employee" means any person who, pursuant to an agreement between the Company or a Controlled Group Member and any other person ("leasing organization"), has performed services for the Company or -4- Controlled Group Member on a substantially full-time basis for a period of at least one year, and, effective January 1, 1997, such services are performed under the primary direction or control of the Company or Controlled Group Member. Contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the Company or a Controlled Group Member will be treated as provided by the Company or Controlled Group Member. A leased employee will not be considered an Employee of the Company or a Controlled Group Member, however, if (1) leased employees do not constitute more than 20% of the Company's or Controlled Group Member's non-highly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by a money purchase pension plan maintained by the leasing organization that provides (i) a non-integrated employer contribution rate of at least 10% of compensation, (ii) immediate participation and (iii) full and immediate vesting. All personal and relative pronouns, singular or plural, and words "person", "Employee", and "Employees" shall refer to both male and female Employees generally. (18) "Employment Date" - the date on which the Employee first completes an Hour of Service in the employ of the Company, whether or not that service is performed as an Employee. (19) "ESOP Account" - shall include all amounts in the Participant's Account that are transferred to the ESOP Account pursuant to Section 3 and Section 5 of Article V. The ESOP Account shall be established under the ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Company Contributions subaccount which will reflect the amount of Company Contributions in the ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto, and an ESOP Contributions subaccount which will reflect the amount of ESOP Contributions in the ESOP Account made pursuant to Article XVIII herein and allocated earnings attributable thereto. (20) "ESOP Contributions" - are the discretionary contributions made by the Company pursuant to Section 3 of Article XVIII. (21) "ESOP Feature" - is the portion of the Plan described in Article XVIII and shall be effective January 1, 2002. The ESOP Feature consists of the ESOP Account. (22) "Family Member" - effective until January 1, 1997, with respect to any Employee, such Employee's spouse and lineal ascendants and descendants and the spouses of such lineal ascendants and descendants. (23) "Highly Compensated Employee" - The term Highly Compensated Employee includes highly compensated active Employees and highly compensated former Employees. -5- For a particular Plan Year, effective January 1, 1997, a highly compensated active Employee means any Employee who: (i) was a 5-percent owner at any time during the current or the preceding Plan Year or (ii) for the preceding Plan Year received compensation from the Company in excess of the amount in effect for such Plan Year under Section 414(q)(1)(B) of the Code and was in the top-paid group of Employees for such preceding Plan Year. For the purposes of this Subsection, (i) the term "compensation" shall mean (A) for the period prior to January 1, 1998, the sum of an Employee's compensation under Section 415(c)(3) of the Code and the Employee's Pre-Tax Savings Plan Contributions (subject to the limitations of Section 401(a)(17) of the Code), and (B) for periods commencing on and after January 1, 1998, an Employee's compensation under Section 415(c)(3) of the Code (subject to the limitation of Section 401(a)(17) of the Code), and (ii) the term "top-paid group" shall mean that group of Employees of the Company consisting of the top 20 percent (20%) of such Employees when ranked on the basis of compensation paid by the Company during the Plan Year. A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Company during the determination year, and was a highly compensated active Employee for either the separation year or any determination year ending on or after the Employee's 55th birthday. This paragraph shall apply until January 1, 1997. If any Employee is, during a determination year or look-back year, a family member of either a 5 percent owner who is an active or former Employee or a Highly Compensated Employee who is one of the 10 most Highly Compensated Employees ranked on the basis of Compensation paid by the Company during such year, then the family member and the 5 percent owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family member and 5 percent owner or top-ten Highly Compensated Employee shall be treated as a single Employee receiving compensation and Plan contribution or benefits equal to the sum of such Compensation and contributions or benefits of the family member and 5 percent owner or top-ten Highly Compensated Employee. For purposes of this section, family member includes the spouse, lineal ascendants and descendants of the Employee or former Employee and the spouses of such lineal ascendants and descendants. The determination of who is a Highly Compensated Employee, including the determination of the number and identity of Employees in the top-paid group, and the compensation that is considered, will be made in accordance with section 414(q) of the Code and the regulations thereunder. (24) "Hour of Service" - each hour for which an employee is paid, or entitled to payment, by the Company for the performance of duties or on account of a period of time during which no duties are performed due to vacation, holiday, jury duty, short-term military duty or funeral absence. Each hour for which an employee is not paid, or not entitled to payment, on account of a period of time during which the employee continues to accrue -6- Continuous Credited Service while under an approved leave of absence for illness, incapacity or disability, long-term military duty or personal reasons. Each hour for which an employee is paid back pay, regardless of mitigation of damages, except for hours previously credited for the same period, or severance pay. Hours of Service shall not be credited due to payments received by an employee from a plan maintained for the sole purpose of complying with applicable worker's or unemployment compensation laws, complying with disability insurance laws, or reimbursement of medical or medically related expenses. Such hours shall be credited as specified in Section 201 of the Employee Retirement Income Security Act of 1974, as amended, and as specified at Title 29, Code of Federal Regulations, 2530.200b. Hours of Service performed at premium rates (such as holiday pay overtime or shift differential) shall be credited as single Hours of Service, regardless of the rate of compensation in effect for such service. If an Employee is absent from work for any period which commences on or after the Effective Date: (a) by reason of the pregnancy of the Employee, (b) by reason of the birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (d) for purposes of caring for any such child for a period beginning immediately following such birth or placement, and the absence is permitted under the Company-Union basic labor agreement, the Employee shall not, solely by reason of such absence, be considered to have incurred a Severance Date for purposes of participation and for determining his/her vested interest until the expiration of the consecutive twenty-four (24) month period commencing on the first day of the absence. If an Employee is absent from work for any period for any reasons referred to in subparagraphs (a), (b), (c) and (d) of this subsection, and such period includes the last day of the Plan Year, the Employee shall be deemed to be employed on such date for purposes of Section 3 of Article II. (25) "Investment Option" - one of those forms of investment which are available to a Participant to invest Company Wage Reduction Contributions, Vested Company Contributions and related earnings under the Plan. (26) "Leave of Absence" - leave of absence granted by the Company due to illness or injury, required U.S. Military Service, or other special leave of absence set forth in the Company-Union basic labor agreement, under which all Participants in similar circumstances shall be treated alike. (27) "Non-ESOP Account" - shall include all Pre-Tax Savings Plan Contributions, Company Contributions, and Transfer Contributions made to the Plan pursuant to Articles III and IV of the Plan; except that the Non-ESOP Account shall not include any portion of such contributions transferred to the Participant's ESOP Account pursuant to Section 3 and -7- Section 5 of Article V. The Non-ESOP Account shall be established under the Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, and a Company Contributions subaccount which will reflect the amount of Company Contributions in the Non-ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto. (28) "Non-ESOP Feature" - is the portion of the Plan, on and after January 1, 2002, (a) which is not included within the ESOP Feature, (b) which is intended to qualify as a profit sharing plan under Code Section 401(a), and (c) which includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k). The Non-ESOP Feature consists of the Non-ESOP Account. (29) "Non-Highly Compensated Employee - any Eligible Employee who is neither a Highly Compensated Employee nor, effective until January 1, 1997, a Family Member of a Highly Compensated Employee. (30) "Normal Retirement Date" - the later of the day the Participant attains age sixty-five (65) or the completion of five (5) years of participation in the Company's Clarksdale Hourly Employees' Retirement Plan. (31) "One-Year Break in Service" - a Plan Year during which a Participant has five hundred (500) or fewer Hours of Service. Temporary excused absences, including military leave, shall not constitute a One-Year Break in Service. Further, solely for the purpose of determining whether a Participant has incurred a One- Year Break in Service, Hours of Service shall be recognized for "maternity and paternity leaves of absence." A "maternity or paternity leave of absence" shall mean, for Plan Years beginning after December 31, 1984, an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a One-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the plan administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a "maternity or paternity leave of absence" shall not exceed five hundred one (501). (32) "Participant" - any person who has been admitted to participation in this Plan pursuant to the provisions of Article II. The term "Participant" shall include active Participants (those currently eligible to share in Company Contributions and ESOP Contributions, if -8- any), inactive Participants (those individuals who are employed by the Company and have been active Participants but are not eligible to share in Company Contributions or ESOP Contributions), and any former Employee who has an Account under the Plan. (33) "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be modified or amended from time to time. Effective January 1, 2002, the Plan consists of the ESOP Feature and the Non-ESOP Feature. (34) "Plan Year" - except as otherwise provided herein, a Plan Year shall be the calendar year beginning January 1 and ending December 31. With respect to each person becoming employed by the Company or an Affiliated Company, for purposes of eligibility to participate herein, the initial Plan Year shall be the calendar year which commences coincident with or immediately following the Employee's Employment Date. (35) "Pre-tax Savings Plan Contribution" - the percentage of a Participant's Compensation which the Company contributes to the Plan pursuant to a wage reduction agreement, under which a Participant elects to forego a percentage of such Compensation, reduced for purposes of the Plan, also sometimes referred to as a Company Wage Reduction Contribution. (36) "Severance Date" - the earliest of (a) the date on which the Employee retires, dies, quits, or is discharged or (b) the date on which the Employee ceases to accrue Continuous Credited Service in accordance with the Company-Union basic labor agreement provisions for leave of absence; but in no event shall the Severance Date, as defined in (a) and (b), be earlier than the first anniversary of the first day of a period throughout which the Employee remains absent, with or without pay, from the service of the Company by reason of the absence. (37) "Severance Period" - the period of time between the Employee's Severance Date and the date on which he again performs an Hour of Service. (38) "Total and Permanent Disability" - a condition of a Participant as the result of bodily injury or disease from an unavoidable cause which prevents such Participant from being physically able to meet his/her present job requirements as the same existed at the time of the Participant's cessation of service due to such condition and which disability will (in the opinion of a qualified physician designated by the Committee) presumably be permanent and continuous during the remainder of his/her life. Such condition shall be deemed to have resulted from an unavoidable cause unless it: (a) was contracted, suffered or incurred while the Participant was engaged in, or resulted from having engaged in, a felonious enterprise, or (b) resulted from habitual drunkenness or addiction to hallucinogenic and/or narcotic drugs not prescribed by a qualified physician for treatment of a condition other than drug addiction, or (c) resulted from an intentional self-inflicted injury or self- induced sickness. -9- (39) "Transaction Period" - a period defined in Article XV herein during which certain rules and regulations, as established by the Committee and the Trustee, shall govern all transactions relating to securities. (40) "Transactions" - all purchases, sales, redemptions or other dispositions of securities by the Trustee under the Plan. (41) "Transfer Contributions" - those amounts transferred to the Plan on behalf of an Employee from another plan qualified under Section 401(a) of the Code as described in Article III, Section 8. (42) "Trustee" - the Trustee or Trustees designated by the Company as provided herein. (43) "Trust Fund" - assets of the Plan and Trust as the same shall exist from time to time. (44) "Unvested" - that portion of a Participant's Account balance which is not vested pursuant to Article VI herein. (45) "Vested" - that portion of a Participant's Account balance to which he/she has a nonforfeitable right pursuant to Article VI herein. -10- ARTICLE II ELIGIBILITY AND PARTICIPATION SECTION 1. ELIGIBILITY Any Employee of the Company eligible for membership in the Union who has completed thirty days of Continuous Credited Service is eligible to participate in the Plan. Notwithstanding the foregoing, no Employee who serves only as a leased employee as defined in Section 414(n) of the Code shall be covered by the Plan or deemed to be a Participant. SECTION 2. CONTINUOUS CREDITED SERVICE (a) Continuous Credited Service for purposes of computing eligibility shall be defined as the period of time (as computed by completed 1/12ths of a year) between the Employee's Employment Date or Adjusted Employment Date and the current date or the Employee's most recent Severance Date. (b) Any person who incurs a Severance Period after January 1, 1990, shall have Continuous Credited Service restored on the following basis: (1) A person who before the Severance Date had established a nonforfeitable right to any vested benefit will for all purposes have pre-Severance Period and post-Severance Period Continuous Credited Service aggregated to create an Adjusted Employment Date. (2) A person who before the Severance Date had not established a nonforfeitable right to any vested benefit will have Continuous Credited Service restored on the following basis to create an Adjusted Employment Date: (i) If the Severance Period is less than the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall be aggregated with any Continuous Credited Service after the Severance Period to create an Adjusted Employment Date for all purposes. Such aggregation of Continuous Credit Service shall not include any period of time during the Severance Period. (ii) If the Severance Period equals or exceeds the greater of five (5) years or the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall not be aggregated and the Employee shall become a Participant as specified in Section 3 of this Article. SECTION 3. PARTICIPATION -11- An Employee described in Section 1 will become a Participant in the Plan upon satisfaction of all the following requirements: (a) completion of thirty days of Continuous Credited Service, (b) receipt by the Committee of a completed application, (c) agreement to an appropriate payroll deduction from his/her Compensation, (d) agreement to accept a reduction of his/her Compensation equal to the whole percentage of his/her Compensation per payroll period he/she elects to have contributed by the Company as a Pre-tax Savings Plan Contribution. A Participant shall cease to be eligible to make contributions to the Plan and to share in Company Contributions or ESOP Contributions under the Plan when he/she is no longer an Employee due to: resignation, termination, retirement, death, Total and Permanent Disability, or otherwise ceasing to be an Employee or the Participant's voluntary election to suspend participation pursuant to Article VII hereof. Participation in the Plan will cease when the Employee or former Employee no longer has an Account under the Plan. A Participant who voluntarily ceases Active Participation from this Plan while still an Employee accumulating Continuous Credited Service shall be ineligible to resume Active Participation for a period of twelve (12) months from the date Active Participation last ceased. Notwithstanding the above paragraph, a Participant who retires under the Company's Clarksdale Pension and Insurance Agreement may elect to continue to be a Participant in the Plan and maintain an Account until the earlier of the date he/she withdraws the balance in his/her Account or April 1 of the calendar year following the calendar year in which he/she attains age 70 1/2. After the effective date of such retirement, such a Participant shall not be entitled to make contributions to the Plan or share in the allocation of Company Contributions or ESOP Contributions. Participation in the Plan by Eligible Employees shall be voluntary. -12- ARTICLE III PARTICIPANTS' CONTRIBUTIONS SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION To be an Active Participant, an eligible individual must have made on his/her behalf or agree to make a Pre-tax Savings Plan Contribution in the following manner: (a) A Participant may agree to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution, an amount, at his/her election, not to exceed the lesser of: (i) 15% of his/her Compensation or (ii) $7,979 (or such greater amount as determined by the Secretary of Treasury). In calculating the limit under Code Section 402(g) for purposes of Code Section 401(k), the amounts to be deferred by an eligible Employee under each plan for which he/she is eligible to make wage deferrals will be aggregated by treating all cash or deferred arrangements under which the Employee is eligible as a single arrangement. If the limit set forth by Code Section 402(g) is exceeded, then the deferrals in excess of the limits must be distributed by April 15 of the following year. Such reduction in Compensation must be made at the time the Participant would normally receive his Compensation from the Company. (b) A Participant, by agreeing to have contributed on his/her behalf a Pre-tax Savings Plan Contribution, shall enter into a written wage reduction agreement with the Company. The terms of such reduction agreement shall provide that the Participant accepts a reduction in his/her Compensation from the Company equal to any whole percentage of his/her Compensation per pay period which he/she elects to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution. (c) Pre-tax Savings Plan Contributions shall be fully vested and nonforfeitable at all times. (d) The Company may amend or revoke its wage reduction agreement with any Participant at any time, if the Company determines that such revocation or amendment is necessary to insure that contributions by or on behalf of a Participant for any Plan Year will not exceed the limitations of Section 415 or to insure that the discrimination tests of section 401(k) of the Code are met for such Plan Year. (e) If a Participant's Compensation for any Plan Year is such that he or she is a Highly Compensated Employee for the Plan Year, the actual deferral percentage test of Section 401(k)(3) of the Code will be met. The Plan incorporates by reference the provisions of Sections 401(k)(3) of the Code and regulation Section 1.401(k) - 1(b) thereunder. SECTION 2. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS -13- All contributions made by or on behalf of a Participant are subject to the limitations imposed by section 401(k), and section 415 of the Code as further set forth in Article XII hereof. The maximum amount of such contributions is limited under Section 401(k)(3) determined by reducing contributions made on behalf of Highly Compensated employees in order of their contribution percentages beginning with the highest of such percentages. SECTION 3. CHANGING CONTRIBUTION PERCENTAGE The contribution percentage(s) designated by a Participant shall continue in effect, notwithstanding any change in his/her Compensation, until he/she shall change such contribution percentage(s). A Participant may elect, at any time, but not less than thirty (30) days from the last change in contribution percentage(s) to increase or decrease the contribution percentage(s) within the applicable limits to be effective as soon as practicable after receipt of notice of change. SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES Each Participant's Pre-tax Savings Plan Contributions shall be in whole multiples of 1% of Compensation, subject to adjustment pursuant to Section 5 hereof. SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS (a) Each Pre-tax Savings Plan Contribution made by the Company on behalf of a Participant shall be transferred to the Plan pursuant to the terms of a written wage reduction agreement between such Participant and the Company. A Participant's wage reduction agreement shall be modified automatically to correspond to the change in the amount of the Pre-tax Savings Plan Contributions made on his/her behalf as set forth in Section 3 hereof. (b) The tentative wage reduction amount set forth in any wage reduction agreement shall be in any amount as the Participant shall elect, but shall be not less than 1% and not more than 15% of Compensation of such Participant. Tentative wage reductions shall become final, and then shall constitute Pre-tax Savings Plan Contributions, only after the Company or the Committee has made such adjustments thereto as they (or either of them) deem necessary to maintain the qualified status of this Plan or to maintain the status of any portion of this Plan as a qualified cash or deferred arrangement under section 401(k) of the Code. (c) All amounts withheld pursuant to a wage reduction agreement and thereafter contributed to the Plan as Pre-tax Savings Plan Contributions shall be so delivered only if the Company in good faith believes that such amounts do not exceed the amounts permissible pursuant to the limitations hereinabove set forth. If any amount shall be withheld from the Compensation of a Participant pursuant to a wage reduction agreement which exceeds the maximum amount permissible pursuant to Section 5(b) hereof, and if such amount is contributed to the Plan as a Pre-tax Savings Plan Contribution by way of a mistake of fact, it shall be -14- refunded to the Company and shall thereafter be paid as promptly as practicable (subject, however, to the withholding of taxes and other amounts as though such amount were current compensation) by the Company to the Employee from whose Compensation such amount was obtained pursuant to a wage reduction agreement. SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS Company Wage Reduction Contributions shall be transferred by the Company to the Trustee as soon as practicable, but not less than monthly. All payments so made by the Company shall be reported to the Committee. All such contributions shall be appropriately credited to the Account of each Participant by the Trustee. SECTION 7. VETERANS Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and Continuous Credited Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. "Qualified military service" means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. SECTION 8. TRANSFER CONTRIBUTIONS The Trustee is authorized to accept on behalf of a Participant, and hold as part of a Participant's Account, assets from a trustee of another plan qualified under Section 401(a) of the Code, provided that such other plan permits such a transfer and provided that the Committee approves such transfer from such other plan. All amounts so transferred to a Participant's Account shall be referred to herein as "Transfer Contributions." SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature to the ESOP Feature. -15- ARTICLE IV COMPANY CONTRIBUTIONS SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS The Company shall contribute to the Trustee out of Current Earnings for that fiscal year or, at its discretion as set forth below out of its accumulated earnings, in cash or in its treasury or authorized but unissued Common Stock the value of which shall be computed at the applicable fair market value on the date of contribution by the Company, an amount equal to the lesser of: (a) the aggregate of fifty percent (50%) of all Pre-Tax Savings Plan Contributions which represent up to four percent (4%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1), or (b) an amount equal to fifteen percent (15%) of the Company's Current Earnings for such year in excess of ten percent (10%) of the stockholder's equity of the Company at the beginning of such year. The Company's Board of Directors may, at its discretion, waive the limitations in paragraph (b) above and contribute to the Trustee out of Current Earnings for that fiscal year or its accumulated earnings an amount not to exceed the limitations in paragraph (a) above. The Company will not match, nor allocate its contributions to, any portion of Pre-Tax Savings Plan Contributions which represent an amount in excess of four percent (4%) of a Participant's Compensation during each Plan Year. Company Contributions will be subject to the nondiscrimination test pursuant to Section 401(m)(2) of the Code. For any Plan Year the contribution percentage for eligible Highly Compensated Employees shall not exceed the greater of: (a) 125 percent of such percentage for all other Eligible Employees, or (b) the lesser of 200 percent of such percentage for all other Eligible Employees, or such percentage for all other Eligible Employees plus 2 percentage points. For nondiscrimination testing purposes, the multiple use rules pursuant to Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is required, Pre-Tax Savings Plan Contributions will be distributed as provided by Regulation Section 1.401(m)-2)(c). At any time corrections are required to either the nondiscrimination test or multiple use rules by distributing Pre-Tax Savings Plan Contributions any related Company Contributions will also be distributed or forfeited to avoid discrimination. SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS The Company shall contribute with respect to each Plan Year the aggregate of the Company Wage Reduction Contributions for such Plan Year, as determined pursuant to wage reduction -16- agreements in force between the Company and Participants in the Plan. Company Wage Reduction Contributions shall be fully Vested and nonforfeitable at all times. SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS The Company Contributions for each fiscal year shall be allocated by the Trustee to each Participant's Account in proportion to fifty percent (50%) of each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up to an aggregate contribution thereof of four percent (4%) of a Participant's Compensation for such year. If a Participant or Designated Beneficiary becomes entitled to distribution of his/her Account under the Plan as a result of the Participant either retiring from the Company under one of its retirement programs (except a Deferred Vested Pension), suffering a Total and Permanent Disability or dying and Pre-Tax Savings Plan Contributions have been made on his/her behalf to which Company Contributions, if any, are allocated in the year in which such event (retirement, Total and Permanent Disability, or death) occurred, such Participant shall be entitled to share in the Company Contribution which it may make with respect to such year, as herein provided, as if such event had not occurred. There shall be directly and promptly allocated to the Pre-Tax Savings Plan Contributions subaccount of each Participant the Company Wage Reduction Contributions, as set forth in Section 2 hereof. Company Contributions will be allocated to the Participant only if the Participant is employed on the last day of the Plan Year, except in the case of retirement, Total and Permanent Disability or death. SECTION 4. REPORTING THE CONTRIBUTIONS The Company Contributions and Company Wage Reduction Contributions shall be reported to the Committee by the Company. SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS To the extent that the deductibility thereof is subsequently denied, each Company Contribution and each Company Wage Reduction Contribution made by the Company pursuant to the provisions of this Article IV hereof is hereby made expressly contingent upon the deductibility thereof for federal income tax purposes for the year with respect to which such contribution is made. Each such contribution is further contingent upon the maintenance of qualified status by the Plan for the year with respect to which such contribution is made, to the extent that the loss of qualified status would deprive the Company of the deduction taken for such contribution. SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS All contributions made by the Company are made for the exclusive benefit of the Participants and their beneficiaries, and such contributions shall not be used for nor diverted to purposes other than for the exclusive benefit of the Participants and their beneficiaries, including the costs of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, refunds of -17- Company Contributions shall be made to the Company under the following circumstances and subject to the following limitations, to the extent that such refunds do not, in themselves, deprive the Plan of its qualified status: (a) To the extent that a Federal income tax deduction is disallowed for any Company Contribution, the Trustee shall refund to the Company the amount so disallowed within one (1) year of the date of such disallowance. (b) In the case of a contribution, or for any Company Wage Reduction Contribution, which is made in whole or in part by reason of a mistake of fact, so much of the Company Contribution as is attributable to the mistake of fact shall be returnable to the Company upon demand, upon presentation of evidence of the mistake of fact to the Trustee and of calculations as to the impact of such mistake of fact. Demand and repayment must be effected within one (1) year after the last installment payment of the contribution to which the mistake applies. In the event that any refund of amounts contributed under Section 1 hereof is paid to the Company, such refund shall be made without interest and shall be deducted from among the Company Contributions subaccount of Participants only to the extent that the amount of the refund can be identified to specific Participants (as in the case of certain mistakes of fact). Refunds of amounts contributed pursuant to Section 2 hereof (relating to contributions attributable to wage reduction) are treated at Section 6 of Article III. Notwithstanding any other provision of this Section 6, no refund shall be made to the Company which is specifically chargeable to the Account of any Participant in excess of one hundred percent (100%) of the amount in such Account, nor shall a refund be made by the Trustee of any funds, otherwise subject to refund hereunder, which have been distributed to Participants and/or beneficiaries. In the case that such distributions become refundable, the Company shall have a claim directly against the distributee to the extent of the refund to which it is entitled. All refunds pursuant to this Section 6 shall be limited in amount, circumstance and timing to the provisions of Section 403(c) of the Employee Retirement Income Security Act of 1974, as amended, and no such refund shall be made if, solely on account of such refund, the Plan would cease to be a qualified Plan pursuant to Section 401(a) of the Code. SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS Each Company Contribution shall be sent to the Trustee as promptly as practicable following the determination of the amount thereof, and, in any event, on or before the date established by law (including any extension thereof) for the filing of the Company's federal income tax return for the taxable year with respect to which such Company Contribution is made. Contributions made pursuant to Section 2 hereof shall be made no later than the date specified in the preceding sentence, and shall be made at such earlier dates as may be practicable provided, however, that no wage reduction amount shall be held by the Company without contributing same to the Plan for a period longer than the longest period that is permissible under regulations published under Section 401(k) of the Code, and, in any event, amounts contributed under -18- Section 2 hereof with respect to any Plan Year shall be deemed credited to the Pre-Tax Savings Plan Contributions subaccount of the Participant not later than the last day of such Year. SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article IV, the Company Contributions and Company Wage Reduction Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature and ESOP Feature. -19- ARTICLE V INVESTMENT OF CONTRIBUTIONS SECTION 1. INVESTMENT OF FUNDS Except for Unvested Company Contributions and, subject to Section 4 of Article XVIII, ESOP Contributions, the amounts in a Participant's Account may be invested on behalf of such Participant in one or more of the following Investment Options, at the Participant's discretion: (a) Option A: Cash with Interest. - Cash will be invested in a fixed income account with a bank, insurance company, or an investment adviser registered under the Investment Advisers Act of 1940. (b) Option B: Mutual Fund(s). - Cash will be invested in one or more mutual funds approved by the Committee and made available to Participants. (c) Option C: A fund comprising a pooled account of Common Stock of the Company. The amounts credited to a Participant's Account from, subject to Section 4 of Article XVIII, the ESOP Contributions and Unvested Company Contributions shall be invested in the Common Stock fund. SECTION 2. INSTRUCTIONS TO THE TRUSTEE A Participant will instruct the Trustee in writing as to the manner in which his/her contributions in his/her Account, other than Company Contributions and ESOP Contributions, shall be invested in any one or more of the Investment Options in such proportions as he/she sees fit, except that the amounts so specified shall be in multiples of one percent (1%). A Participant may likewise instruct the Trustee with respect to the retention or investment of the Vested portion of the Company Contributions subaccount and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount allocated to his/her Account, subject to the same limitations as apply to the investment of the contributions in his/her Account other than Company Contributions. Investment instructions with respect to the contributions in his/her Account other than Company Contributions and ESOP Contributions, and with respect to the Vested portion of the Company Contributions and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount may be different, both as to the kind of investment and as to the relative amounts to be invested in such investments. Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the Unvested portion of the Company Contributions subaccount shall remain invested in the Common Stock fund. SECTION 3. TRANSFER TO THE ESOP FEATURE Effective January 1, 2002, any amount of the Participant's Non-ESOP Account invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the -20- Plan Year immediately succeeding the Plan Year in which the contributions comprising such amounts invested in the Common Stock fund were made to the Plan. Notwithstanding the foregoing, any amount in a Participant's Account that is attributable to contributions made to the Plan prior to January 1, 2002 and that is invested in the Common Stock fund on December 31, 2001 shall be transferred to the Participant's ESOP Account effective as of January 1, 2002. SECTION 4. TRUSTEE OPTIONS The Trustee is authorized to purchase treasury or authorized but unissued Common Stock of and from the Company, if offered by it, at the applicable fair market value. SECTION 5. CHANGING OF INVESTMENTS As to the investment of future contributions with respect to which the Participant has investment discretion, the Participant shall have the right, at any time, but not more often than once daily, to instruct the Trustee to change the amounts to be invested in any Investment Option(s) for all his/her contributions. A Participant shall instruct the Trustee pursuant to this Section 5 with regard to the investment of any portion of the Participant's Account attributable to Transfer Contributions. Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of this Article V, any amount that the Participant chooses to invest in the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account on and after January 1, 2002, subject to transfer to the Participant's ESOP Account. Effective January 1, 2002, any such amount invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the investments were changed into the Common Stock fund. On and after January 1, 2002, any amount that the Participant chooses to invest in any Investment Option(s) other than the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account. All such directions to sell or to redeem securities held in the Participant's Account or to reinvest the proceeds and all changed investment directions shall become effective during the Transaction Period, as such term is defined in Section 1 of Article XV. All such directions received and completed prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the close of the business day of receipt of such directions. All such directions received and completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the following day when both the Trustee and the New York Stock Exchange are open for business. SECTION 6. EARNINGS FROM INVESTMENTS Except as provided in Section 6 of Article XVIII, earnings from the Investment Options shall be reinvested in the Investment Option producing such earnings. SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS -21- Any funds in the hands of the Trustee as to which the Participant has instructed the Trustee to invest in any given Investment Option but which temporarily remains uninvested may be held by the Trustee in cash. Shares of Common Stock shall be in full shares only, with no fractional shares being purchased or held. Amounts creditable to the Accounts of Participants which cannot be invested in the Investment Option selected because such amounts are insufficient to purchase a full share of Common Stock shall be temporarily held pursuant to this Section 6 as uninvested funds for the benefit of the Account to which such amount is allocable. SECTION 8. SELECTION OF INVESTMENT OPTION The selection of an Investment Option by a Participant will be entirely the responsibility of such Participant. Neither Trustee, the Committee, the Company, nor any of its personnel shall be empowered to advise a Participant as to the manner in which the amounts credited to any Account shall be invested. The fact that a security is available to Participants for investment under this Plan shall not be construed as a recommendation for the purchase of that security, nor shall the designation of any Investment Option impose any liability on the Trustee, the Committee, the Union, the Company, or any of its personnel. -22- ARTICLE VI VESTING OF CONTRIBUTIONS SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS A Participant shall have a nonforfeitable interest in his/her Account balance to the extent that it is attributable to contributions made by him/her or on his/her behalf including (but not limited to) Company Wage Reduction Contributions (but not including Company Contributions) at all times (subject to the terms and conditions of Articles IX and XI), and in all assets in his/her Account attributable thereto. SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes five (5) years of Continuous Credited Service (Article II, Section 2). For Participants with five (5) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account. Notwithstanding the foregoing, a Participant shall at all times be Vested in any earnings and dividends paid on the investments of Unvested Company Contributions and ESOP Contributions held in the Participant's Account. Full one hundred percent (100%) vesting shall also occur upon attainment of the Participant's Normal Retirement Date. Should a Participant terminate participation in the Plan by reason of any of the following, all Company Contributions and ESOP Contributions will become one hundred percent (100%) Vested to the Participant: (a) Total and Permanent Disability (b) Death (c) Termination of the Plan, (or partial termination of the Plan if the Participant is affected thereby), or (d) Complete and final discontinuance of Company Contributions. If a Participant terminates employment at a time when his/her Company Contributions and ESOP Contributions are Unvested, such Unvested contributions shall be forfeited upon the earlier of (i) the distribution to the Participant of the Vested portion of his/her Account or (ii) the close of five consecutive Severance Periods after such termination of employment. SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest provided restoration is made prior to the attainment of five (5) years Continuous Credited Service by the Participant. -23- ARTICLE VII SUSPENSION OF PARTICIPATION SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER In the event that a Participant is transferred to a job with the Company which renders such Participant ineligible to participate actively in this Plan, then, in such event, such Participant's Active Participation shall be deemed to be suspended. However, during the period of suspension the Participant's Account shall continue to be vested as if no suspension had occurred. Such suspension shall remain in effect until: (a) the Participant is transferred to a job whereby he/she would be re-eligible to be an active Participant in the Plan, or (b) a termination occurs pursuant to Article XI of the Plan. -24- ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED SECTION 1. APPLICATION OF FORFEITURES All Company Contributions and ESOP Contributions forfeited in accordance with Article VI, Section 2 shall be used to reduce the Company's subsequent contributions to the Plan. However, such forfeited Company Contributions and ESOP Contributions will be restored to the Participant's Account should the Participant exercise restoration rights as defined in Section 7 of Article XI. In the event that the Plan is terminated, any forfeitures not previously applied to reduce Company Contributions shall be credited (on the basis of each individual Participant's current year Compensation as a ratio to the total current year Compensation of all Participants) to the Accounts of all Participants entitled to share in the allocation of Company Contributions at the time of such termination. SECTION 2. TREATMENT OF FORFEITED SECURITIES Forfeited securities shall be converted to cash and be invested by the Trustee; such cash shall be applied to the reduction of the next contribution by the Company. Upon forfeiture of a portion of the Company Contributions or ESOP Contributions, the Trustee shall sell such amount of the securities allocated to the Participant's Account as may be necessary to effect the forfeiture. -25- ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS SECTION 1. WITHDRAWAL EVENTS No amount may be withdrawn by a Participant from Company Wage Reduction Contributions, Company Contributions or ESOP Contributions earlier than the occurrence of hardship (see Section 2 below) or one of the following events: (a) the Participant's retirement, death, Total and Permanent Disability, or termination of Employee status; (b) termination of the Plan without establishment of a successor plan; (c) the Participant's attainment of age 59 1/2; (d) the sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation; (e) the sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. (f) An Eligible Rollover Distribution by a Distributee to an Eligible Retirement Plan in accordance with the provisions of Article XI, Section 6. SECTION 2. HARDSHIP WITHDRAWALS If a Participant requests a hardship withdrawal prior to the occurrence of an event in Section 1 above, such request will require the consent of the Committee and such consent shall be given only if, under uniform rules, the Committee determines that (a) the purpose of the withdrawal is to meet immediate and heavy financial needs of the Participant, (b) the amount does not exceed such financial need, and (c) the amount of the withdrawal is not immediately available from the resources of the Participant. A withdrawal made on account of hardship must be made first, from Company Contributions and earnings (if Vested) and then only from Wage Reduction Contributions of the Participant, and not from earnings credited thereto. -26- Employees who make a hardship withdrawal may not make elective contributions for the tax year following the tax year of distribution, greater than the Code Section 402(g) limit minus the elective contributions for the year of distribution. SECTION 3. FREQUENCY OF WITHDRAWALS. Except for distribution at retirement, disability, or death, [Article XI, Section 2(b)], withdrawals may not be made more frequently than once in any twelve (12) month period. -27- ARTICLE X DESIGNATION OF BENEFICIARY Each Participant must file with the Committee a written designation of a Designated Beneficiary or Beneficiaries in the form prescribed by the Committee with respect to all or part of the securities and cash held for the account of such Participant. Such Designated Beneficiary shall be a Participant's spouse or, if he/she has no spouse or his/her spouse consents (in the manner hereinafter described in this Article) to the designation hereinafter provided for in this Article, such person or persons other than, or in addition to, his/her spouse as may be designated by a Participant as his/her death beneficiary under the Plan. Such a designation may be made, revoked or changed only by an instrument (in form acceptable to the Committee) which is signed by the Participant, which includes his/her spouse's written consent to the action to be taken pursuant to such instrument (unless such action results in the spouse being named as the Participant's sole Beneficiary), and which is filed with the Committee before the Participant's death. A spouse's consent required by this Article shall be signed by the spouse, shall acknowledge the effect of such consent, shall be witnessed by a member of the Committee or by a notary public and shall be effective only with respect to such spouse. At any time when all the persons designated by the Participant as his/her Designated Beneficiary have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or, if he/she does not then have a spouse, the Participant's estate. If a Participant has no spouse and he/she has not made an effective Beneficiary designation pursuant to this Article, his/her Designated Beneficiary shall be his/her estate. -28- ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS Subject to the provisions of Section 3 of this Article, distributions may be made to a Participant or the Designated Beneficiary, as the case may be, upon the occurrence of the following stated events: (a) Termination of a Participant's participation in the Plan, or cessation of the Participant's right to share in the allocation of the Company Contributions or ESOP Contributions made to the Plan (other than a temporary cessation on account of a temporary suspension of Participant contributions), or (b) Termination of the Plan without establishment of a successor plan, or (c) The sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation, or (d) The sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. Effective as of January 1, 1998 if the present value of any nonforfeitable accrued benefit, at the time of distribution or at the time of any subsequent distribution, exceeds $5,000 such benefit may not be immediately distributed without the consent of the Participant. SECTION 2. TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN A Participant's Active Participation in the Plan will be terminated if he/she: (a) Voluntarily elects to cease contributions to the Plan, (b) Terminates employment from the Company voluntarily or involuntarily, (c) Retires from the Company under one of its retirement programs, (d) Suffers a Total and Permanent Disability, (e) Dies (f) Becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan. -29- SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS If a Participant terminates employment with the Company, either voluntarily or involuntarily, before the Company Contributions or ESOP Contributions are Vested, the Participant will receive the then current market value of the larger of: (a) the Participant's Pre-Tax Savings Plan Contributions, plus all earnings (not to exceed the current market value of the entire Account), or (b) the current market value of the entire Account less the Unvested Company Contributions and Unvested ESOP Contributions. If a Participant, who remains an employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan before any of the Company Contributions or ESOP Contributions are Vested, he/she will receive the amount described above in this Section 3, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Subject to Article XI, Section 1, if a Participant terminates employment with the Company after Company Contributions and ESOP Contributions are Vested, the Participant will receive the then current market value of the entire Account when he/she elects to make a voluntary withdrawal. If a Participant, who remains an Employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions and ESOP Contributions are Vested, or remains in a job whereby he/she is ineligible to be an active Participant in the Plan, he/she will receive the amount described above in this Section 4, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains employed by the Company and who has attained age 59 1/2, voluntarily elects to withdraw from the Plan after he/she becomes Vested in Company Contributions and ESOP Contributions credited to his/her Account, he/she will receive the entire amount described in this Section 4 as if he/she had terminated employment with the Company. SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY If a Participant dies, retires or suffers a Total and Permanent Disability, the Participant or Designated Beneficiary will receive the then current market value of his/her Account. Distribution will not occur upon retirement or Total and Permanent Disability in the event a Participant elects to defer the commencement of distribution in accordance with Section 6 of this Article. SECTION 6. DISTRIBUTION OF ACCOUNTS -30- (a) Form of Distribution of Accounts to a Participant During His/Her Lifetime: If a Participant terminates participation in the Plan, due to a separation from service or, if earlier, age 59 1/2, distribution shall be made, subject to other limitations of this Plan, by one of the following methods as he/she shall elect: (1) Payment in cash, or (2) If the Participant has selected one or more of the Investment Options: (i) payment in cash, (ii) payment in securities held for the Participant's Account, or (iii) a combination of (i) and (ii) above at the option of the Participant. (b) Distribution of Cash and/or Securities Distribution of cash and/or securities to a Participant who either (i) retires from the Company under one of its retirement programs, (ii) suffers a Total and Permanent Disability, or (iii), dies or (iv) becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan, shall be made, at the Participant's or Designated Beneficiary's option, in one of the following forms: (1) A single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan, (2) Two (2) installment distributions, with the first installment to be at least fifty percent (50%) of the Participant's Account balance (as determined in Section 3, 4 or 5 of this Article) and to begin within ninety (90) days from the date the Participant terminated participation in this Plan, and the second and final installment to include the remainder of the Account balance and to be received within twenty-four (24) months after the date the Participant terminated participation in this Plan. (3) For events described in Section 1(c) or 1(d) of this Article, distribution will be made in a lump sum as provided by Section 401(k)(10) of the Code. Distribution of cash and/or securities to a Participant who voluntarily elects to withdraw from the Plan or terminates employment from the Company, voluntarily or involuntarily, shall be made in a single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan. Notwithstanding the foregoing, a Participant who retires from the Company under one of its retirement programs (except a deferred vested pension) may elect to -31- defer the commencement of distribution and remain a Participant in this Plan until no later than April 1 of the calendar year following the calendar year in which he/she attains age 70 1/2. Should the Participant fail to select a form of distribution as previously described, the final distribution will be made in a single distribution as described in Section 6(b) (1) of this Article, in the form of the Investment Option(s) then in the Account. If a Participant should die before (all) distribution(s) has (have) been made, such distribution(s) shall be made to the Designated Beneficiary. (c) Distribution in Case of the Death of a Participant While an Employee In the event of the death of a Participant while an Employee, distribution shall be made in accordance with Article X. Each Designated Beneficiary shall make an appropriate election as provided in Section 6(b) of this Article. If the Designated Beneficiary should die before the final distribution has been made then such final distribution shall be made to the legally appointed representative(s) of the Designated Beneficiary. (d) Direct Rollover of Eligible Rollover Distributions This subsection 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 subsection, a Distributee, as defined under paragraph (1)(iii) of this subsection, may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an Eligible Rollover Distribution, as defined under paragraph (1)(i) of this subsection, paid directly to an Eligible Retirement Plan, as defined under paragraph (1)(ii) of this subsection, specified by the Distributee in a Direct Rollover, as defined under paragraph (1)(iv) of this subsection. (1) Definitions (i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, the portion of any distribution that is not includible in gross income, such other amounts specified in Treasury regulations and rulings, notices or announcements issued -32- under Section 402(c) of the Code, and, effective January 1, 1999, any "hardship" distribution (as defined in Code Section 401(k)). (ii) 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. (iii) Distributee: A Distributee includes a Participant or the Participant's surviving spouse or Participant's former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code. (iv) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. -33- (e) Miscellaneous Provisions Relating to Distributions Any distribution to which a Participant or the Designated Beneficiary may be entitled shall have deducted therefrom all incident expenses and/or taxes. The Committee shall be notified upon forms prescribed by it as to all actions which are to be taken under this Section by a Participant or Designated Beneficiary. The Trustee shall be notified in writing by the Committee concerning any action required by the Trustee to be taken under this Section. Unless the Participant elects otherwise, in no event shall any retirement, death, or disability benefit commence later than the sixtieth (60th) day after the latest of the close of the Plan Year in which (1) occurs the date on which the Participant attains the earlier of age 65 or the normal retirement age specified hereunder (if other than 65) (whether or not by reason of reference to the Company's retirement programs), (2) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan, or (3) the Participant terminates service with the Company. (f) Provision Pursuant to Code Section 401(a)(9) All distributions required under this Article XI shall be determined and made in accordance with the proposed regulations under Code Section 401(a)(9) including the minimum distribution incidental benefit requirement of section 1.401(a)(9)-2 of the proposed regulations, as may be amended or promulgated from time to time. (1) Notwithstanding any other provision of the Plan, for individuals who are five percent (5%) owners (as defined in Section 416 of the Code) or who attain age seventy and one-half (70 1/2) in Plan Years prior to 2003, the entire interest of each such Participant under the Plan shall be distributed, commencing not later than April 1 of the calendar year following the calendar year in which he/she attains age seventy and one-half (70 1/2). For individuals who are not five percent (5%) owners (as defined in Section 416 of the Code) and who attain age seventy and one-half (70 1/2) in Plan Years after 2002, the entire interest of each such Participant in the Plan shall be distributed to him/her by April 1 of the calendar year following the later of either: (i) the calendar year in which the Employee attains age seventy and one-half (70-1/2), or (ii) the calendar year in which the Employee retires. -34- Such distribution shall be (1) in accordance with regulations prescribed by the Secretary of the Treasury, over the life of such Participant and his/her Designated Beneficiary, or (2) in accordance with such regulations, over a period not extending beyond the life expectancy of such Participant or the life expectancy of such Participant and his/her Designated Beneficiary. (2) If distribution of a Participant's interest under the Plan has begun in accordance with paragraph (1) of this subsection and such Participant dies before his/her entire interest has been distributed to him/her, the remaining portion of such interest shall be distributed to his/her Designated Beneficiary at least as rapidly as under the method of distribution being used under such paragraph (1) as of the date of his/her death. (3) If a Participant dies before the distribution of his/her interest under the Plan has begun in accordance with paragraph (1) of this subsection, the entire interest of the Participant shall be distributed to his/her Designated Beneficiary within five (5) years after such Participant's death; provided, however, that such five-year rule shall not be applicable to any portion of the Participant's interest under the Plan which is payable to any individual designated by the Participant as his/her Designated Beneficiary if: (i) such portion will be distributed (in accordance with regulations prescribed by the Secretary of the Treasury) over the life of such Designated Beneficiary, and (ii) such distributions to such Designated Beneficiary begin not later than one year after the date of the Participant's death or such later date as the Secretary of the Treasury may by regulations prescribe or, if such Designated Beneficiary is the Participant's surviving spouse, not later than the date on which the Participant would have attained age 70 1/2. (4) If the Participant's surviving spouse is his/her Designated Beneficiary and such spouse dies before the distributions to such spouse begin, paragraph (3) shall be applied as if the surviving spouse were the Participant. (5) Under regulations prescribed by the Secretary of the Treasury, for purposes of this subsection, any amount paid to a child shall be treated as if it had been paid to the surviving spouse if such amount will become payable to the surviving spouse upon such child reaching majority (or other designated event permitted under such regulations). SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Each Participant who has forfeited any Company Contributions or ESOP Contributions has the right to gain restoration of the forfeited Company Contributions and ESOP Contributions. A Participant who (i) terminates participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his Unvested -35- Company Contributions and ESOP Contributions pursuant to clause (i) of the third paragraph of Section 2 of Article VI and (iv) subsequently becomes rehired by the Controlled Group, will have the right within the earlier of (1) five (5) years after re-employment or (2) the close of five (5) consecutive Severance Periods commencing after the date of distribution, to restore to the Account the dollar value of the previously forfeited Company Contributions and ESOP Contributions by contributing back to the Account the total lump sum amount (dollar value as of the date of distribution) of the distribution which caused the forfeiture. SECTION 8. DETERMINATION OF VALUE Determinations of value hereunder shall be made pursuant to an annual valuation by the Trustee at the fair market value as of the close of business on the annual valuation date to be established by the Trustee. If no such date is established, the annual valuation date shall be the last day of the Plan Year. Interim valuations, or partial valuations of one or more of the investment funds, may occur upon the direction of the Committee. The then current value of a Participant's Account, or any part thereof, as of any date, shall be determined by reference to the valuation (whether or not the annual valuation) coincident with or last preceding the date as of which such Account is to be valued. -36- ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(C) (a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $30,000 (as adjusted, effective January 1, 1995, pursuant to Section 415(d) of the Code) or (ii) twenty-five percent (25%) of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limitation in (a)(ii) above shall not apply to amounts treated as Annual Additions under Sections 415(l)(1) or 419A(f)(2) of the Code. The term "annual addition" means the amount allocated to a Participant's Account during the limitation year (as hereinafter defined) that constitutes: 1. Forfeitures; 2. all Employee contributions; 3. amounts allocated to an individual medical account, as defined in section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Company are treated as annual additions to a defined contribution plan. Also amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Company are treated as annual additions to a defined contribution plan; and 4. all Company Contributions Any amount which may be excluded from the computation of annual additions under Treas. Reg. 1.415-6 shall be excluded from such computation. In addition, all defined contribution plans of the Company, terminated or not, shall, for purposes of these limitations, be considered as one Plan. (b) LIMITATION YEAR: For purposes of determining "annual additions", the Limitation Year shall be the Plan Year. (c) In the case of a group of Companies which constitutes a controlled group of corporations (as defined in Section 1563(a) of the Code), all such Companies shall be considered a single Company or employer for purposes of applying the limitation of Section 415 of the Code. (d) COMPENSATION. For purposes of this Section 1, Compensation shall mean compensation within the meaning of Section 415(c)(3) of the Code and the regulations thereunder. For limitation years beginning on and after January 1, 2001, for purposes of applying the limitations described in this section, -37- compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of Section 132(f)(4) of the Code. (e) ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant's Compensation, or under other facts and circumstances provided for under Treasury Regulation 1.415-6(b)(6), the annual addition to a Participant would exceed the maximum provided in this Section 1, the administrator shall return any voluntary Participant contributions credited for the Limitation Year to the extent the return would reduce the excess amounts in the Participant's Accounts; to the extent excess amounts continue to exist, the excess amounts shall be allocated and reallocated to other Participants in the Plan. However, if such allocation or reallocation of the excess amounts causes the limitations of Section 415 to be exceeded with respect to each Plan Participant for the Limitation Year, then such amounts shall be held unallocated in a suspense account (the "Section 415 Suspense Account"). If a Section 415 Suspense Account is in existence at any time during a particular Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the Section 415 Suspense Account shall be allocated and reallocated (subject to the limitations of Section 415) before any contributions by the Company which would constitute annual additions may be made to the Plan for that Limitation Year. The Section 415 Suspense Account shall not share in any earnings or losses of the Trust Fund. SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE This Section 2 shall not apply after December 31, 1999. (a) Except as otherwise provided in Section 415(e) of the Code, in any case in which an individual is a participant in both a defined benefit plan and a defined contribution plan maintained by the Affiliated Group, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Plan Year commencing on or after the Effective Date shall not exceed 1. For purposes of the preceding sentence, (1) the defined benefit plan fraction for any Plan Year is a fraction (i) the numerator of which is the projected annual benefit of the participant under the plan (determined as of the close of the Plan Year), and (ii) the denominator of which is the lesser of (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for such Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section 415(b)(l)(B) of the Code with respect to such participant under the plan for such Year; and (2) the defined contribution plan fraction for any Plan Year is a fraction (i) the numerator of which is the sum of the annual additions to the participant's account as of the close of the Plan Year and for all prior Plan Years, and -38- (ii) the denominator of which is the sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year of service with the Affiliated Group; (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for such Plan Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section-415(c)(1)(B) of the Code with respect to such participant under such plan for such Plan Year. (b) Such reductions as are necessary to comply with the limitations of this Section with respect to a Participant in this Plan shall be made in his/her accrued benefit in accordance with applicable law; provided, however, that reductions shall first be made in accrued benefits in accordance with the provisions of any defined contribution plan of a controlled group member in which the Participant also participates prior to reduction in annual additions pursuant to a defined benefit plan, and to that end the Company shall reduce such accrued benefits to the extent necessary so that the defined contribution fraction set forth in Subsection (a) (1) of this Section is reduced so that such limitations are not exceeded, and reduction of annual additions shall then be made in accordance with the provisions of this Plan as are necessary to comply with the limitations of this Section. SECTION 3. ANTI-DISCRIMINATION TEST Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of a Participant shall be limited, to the extent necessary to satisfy the anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan Year the Average Actual Deferral Percentage for the Highly Compensated Employees with respect to any Plan Year shall not exceed the greater of (a) or (b): (a) The average Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25, or (b) The Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees multiplied by 2; provided, however, that the Average Actual Deferral Percentage for the Highly Compensated Employees may not exceed the Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees by more than two (2) percentage points (or such lesser amount as determined by the Secretary of Treasury). If, at any time during a Plan Year, the Actual Deferral Percentage for the Highly Compensated Employees exceeds or is reasonably expected by the Committee to exceed the greater of (a) or (b) above, then the Committee, in its sole and absolute discretion, shall distribute the Excess Contributions (as hereinafter defined) and income allocable to the contributions to the Highly Compensated Employees on whose behalf such Excess Contributions were made. For purposes of this Section 3, Excess Contributions shall mean the amount determined pursuant to Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall be reduced, as determined by Secretary of the Treasury, by the amount of any Excess Deferrals which are distributed to the -39- Participant pursuant to Section 1 of Article III. Any distribution of the Excess Contributions shall be made to each Highly Compensated Employee based on his respective portion of the Excess Contributions by reducing the amount of Pre-Tax Savings Plan Contributions actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings Plan Contribution is the greatest of the Highly Compensated Employees until such Participant's Pre-Tax Savings Plan Contribution is equal to the Pre-Tax Savings Plan Contribution of the Highly Compensated Employees whose Pre-Tax Savings Plan Contribution is the second greatest and continuing to prospectively reduce the amount of Company Contributions to be paid over to the Trust on behalf of the Highly Compensated Employees in a like manner until the Actual Deferral Percentage of the Highly Compensated Employees equals (by rounding up) for the Plan Year the greater of (a) or (b) above. The income allocable to a Participant's Excess Contributions shall be determined by multiplying the income allocable to the Participant's Pre-tax Savings Plan Contribution by a fraction, the numerator of which is the Participant's Excess Contribution and the denominator of which is the Participant's balance in his Company Wage Reduction Contribution Account as of the last day of the Plan Year. The Excess Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the amount of Excess Deferrals distributed to the Participant; shall, if there is a loss allocable to the Excess Contributions, in no event be less than the lesser of the Participant's Accounts under the Plan or the Participant's Company Wage Reduction Contribution for the Plan Year. Amounts distributed under this Section 3 shall be treated as a reduction in the amount of Compensation to be reduced pursuant to Section 1 of Article III by each Participant. In calculating the actual deferral percentage for purposes of section 401(k), the actual deferral ratio of a Highly Compensated Employee will be determined by treating all cash or deferred arrangements under which the Highly Compensated Employee is eligible (other than those that may not be permissively aggregated) as a single arrangement. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee who is one of the ten most Highly Compensated Employees and is thereby subject to the family aggregation rules of Section 414(q)(6), the actual deferral ratio (ADR) for the family group (which is treated as one Highly Compensated Employee) is the ADR determined by combining the elective contributions, compensation and amounts treated as elective contributions of all eligible family members. Except to the extent taken into account in the preceding sentence, the elective contributions, compensation, and amounts treated as elective contributions of all family members are disregarded in determining the Actual Deferral Percentages for the groups of Highly Compensated Employees and nonhighly compensated employees. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee whose ADR is determined under the family aggregation rules, the determination of the amount of excess contributions shall be made as follows: The ADR is reduced in accordance with the "leveling" method described in section 1.401(k)-1(f)(2) of the regulations and the excess -40- contributions are allocated among the family members in proportion to the contributions of each family member that have been combined. Failure to correct Excess Contributions by the close of the Plan Year following the Plan Year for which they were made will cause the Plan to fail to satisfy the requirements of Code Section 401(k)(3) for the Plan Year for which the Excess Contributions were made and for all subsequent years they remain in the Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the amount of Excess Contributions unless they are corrected within two and one-half (2 1/2) months after the close of the Plan Year for which they were made. To the extent required by the Code and Treasury Regulations, the limitations set forth in Section 2 shall be applied separately to each of the Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying this Section 3 for any Plan Year in which (a) the ESOP Feature is maintained, and (b) the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are not satisfied a single Actual Deferral Percentage will be calculated for the group of eligible Employees who are Highly Compensated Employees and a single Actual Deferral Percentage will be calculated for the group of Eligible Employees who are Non-Highly Compensated Employees for the Plan Year, notwithstanding the existence of the ESOP portion of the Plan and the disaggregation rules of Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Pre-Tax Savings Plan Contributions that are invested in Common Stock) and such account is not part of the ESOP, and all Company Contributions made in such Plan Year are allocated to the Company Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Company Contributions that are invested in Common Stock) and such account is not part of the ESOP. -41- ARTICLE XIII RESERVED -42- ARTICLE XIV ADMINISTRATION OF THE PLAN SECTION 1. SAVINGS PLAN COMMITTEE The Plan shall be administered by the Defined Contribution Plan Committee which shall be appointed by the Board of Directors of the Company. The Committee shall consist of at least three (3) members who shall be designated from time to time by the Board of Directors of the Company, and shall act by at least a majority of members. The Committee, by a majority vote of its members, shall appoint a plan administrator, chairman and secretary. The plan administrator as appointed by the Committee shall be the "Named Fiduciary" of the Plan with respect to administrative matters, and the Trustee shall be the "Named Fiduciary" with respect to the handling of Plan assets. The Board of Directors shall, from time to time, notify the Trustee of the number and the identity of the members of the Committee and the Trustee shall be entitled to rely upon such notices. SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE The Committee shall adopt such uniform and nondiscriminatory administrative regulations under the Plan as it shall deem to be necessary or appropriate for the efficient administration of the Plan. The Committee shall have sole and absolute discretion to interpret the provisions of the Plan or Trust Agreement (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan or Trust Agreement), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants and other persons, to decide disputes arising under the Plan and to make any determinations and factual and other findings with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (a) to resolve questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Participant; (b) to determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and (c) to conduct the review procedure specified in Section 3(g) of this Article. The Committee shall have full power and authority to administer the Plan and to interpret its provisions, and its interpretations shall be final and binding upon the Company, its personnel, the -43- Union, the Trustee and all other parties in interest, subject to the provisions of Section 3 of this Article. SECTION 3. FIDUCIARY PROVISIONS (a) Named Fiduciaries Among the named fiduciaries under the Plan shall be the Company, and the Trustee, investment advisors or insurance companies, each of which shall have such powers, duties, responsibilities and authority as shall be specified in the Plan or trust agreement entered into for the purpose of managing the Trust Fund, subject to any delegation thereof as provided in the Plan or such trust agreement. Any other person, entity, committee, board, department, office, or identifiable part of any legal entity may be designated by the Company as a named fiduciary by an instrument signed by the Company, delivered to such designated named fiduciary and to the Trustee and accepted in writing by the designated named fiduciary. Any such designation may be terminated at any time by the Company or by such named fiduciary by written notice delivered to the other of them and to the Trustee. (b) Liability of Fiduciaries To the extent permitted by law, (1) neither the Company nor any director, officer, or Employee shall be personally liable upon any contract or other instrument made or executed by him/her or it or in his/her or its behalf in the administration of the Plan or the Trust Fund; (2) neither the Company nor any director, officer, or Employee who is a fiduciary shall be liable for the neglect, omission or wrongdoing of any other fiduciary; (3) the Company, person, committee or board and each member thereof to whom the Company delegates (or the Plan or trust agreement assigns) any duty with respect to the Plan or Trust Fund, may rely and shall be fully entitled to act upon the advice of counsel, who may be of counsel for the Company, and upon the opinion, certificate, valuation, report, recommendation or determination of an actuary appointed by the Company to assist in the operation of the Plan; (4) the Company and each director, officer, or Employee who is a fiduciary shall be solely responsible for his/her own acts or omissions; and (5) if any responsibility of the Company or of a director, officer, or Employee who is a fiduciary is allocated to any other person or if a person is designated to carry out any responsibility in accordance with the provisions of the Plan or trust agreement, then such fiduciary shall not be responsible for any act or omission of such person in carrying out such responsibility. (c) Delegation of Fiduciary Duties The Company may delegate to any person, entity, committee, board, department, office, or identifiable part of any legal entity any one or more powers, functions, duties or responsibilities with respect to the Plan or the Trust Fund, provided that no such power, function, duty or responsibility which is assigned to a fiduciary -44- (other than the Company) pursuant to some other Section of the Plan or the trust agreement shall be so delegated without the written consent of such fiduciary. Any delegation pursuant to the preceding provisions: (1) shall be signed by the Company and be delivered to and accepted in writing by the delegate, (2) shall contain such provisions and conditions relating to such delegation as the Company deems appropriate, (3) may be amended from time to time by written agreement signed on behalf of the Company and the delegate and (4) may be revoked (in whole or in part) at any time by written notice from the Company delivered to the delegate or from the delegate to the Company. -45- (d) Personal Liability of Non-Fiduciaries Except for gross neglect or malfeasance, no non-fiduciary officers, directors or Employees of the Company shall be personally liable for acts done hereunder or related hereto, or for the making, retention or sale of any contract or contracts made as herein provided, or for the failure to invest or reinvest any funds or for any loss to or diminution of the Trust Fund, nor shall any of them be personally liable for or answerable to any Participant or any other person in connection with any exercise of discretion under the terms of this instrument relating to the payment or non-payment of benefits. (e) Defense of Fiduciaries and Non-Fiduciaries The Company shall, at its expense, defend or provide for the defense of any or all fiduciary or non-fiduciary officers, directors or employees of the Company against any such claims, allegations, suits, or charges relating to or incidental to the above matter, and shall continue to do so in any given cases, unless and until it shall clearly appear that gross neglect or malfeasance is involved in any such particular case. (f) Claims for Benefits Claims for benefits from this Plan shall be submitted to the designated representative of the Committee on such forms as may be designated by the Committee. (g) Appeals Procedure Upon the denial of any form of benefit, either partial or total, the Participant or Designated Beneficiary shall have the right to receive from the Committee a written notice stating: (1) The specific reason for denial, (2) The pertinent Section of the Plan on which the denial was based, (3) Other information the Committee may feel necessary to explain the denial, and (4) An explanation of the claims review procedure. The Participant, Designated Beneficiary or a duly authorized representative, may, within ninety (90) days of such denial, file with the Plan Administrator an appeal for review of denial of benefits. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. The Participant, Designated Beneficiary or duly authorized representative shall have the right to examine all pertinent -46- documents relating to the original denial within sixty (60) days of the filing date of such appeal, the Committee shall review such appeal and provide the Participant a decision as to denial or approval. Such decision shall be in writing and shall cover all pertinent facts considered in making the decision. SECTION 4. ACTION BY THE COMPANY Any action by the Company under this Plan shall be made pursuant to authorization of its Board of Directors. SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS The Trustee and the Committee may, by agreement in writing, arrange for the delegation by the Trustee to the Company of any of the functions of the Trustee, except the custody and distribution of assets, the voting of Common Stock held by the Trustee, and the purchase and sale or redemption of securities. SECTION 6. DUTIES OF THE TRUSTEE The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions. The Trustee shall annually, following the close of each Plan Year, revalue and adjust each Participant's Account at its current market value at the end of the Plan Year. The Trustee shall furnish at least annually to each Participant a statement showing the status of his/her Account under the Plan. This statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after its mailing or delivery (if distribution is other than by mail) to a Participant. SECTION 7. ACCOUNTS OF THE TRUSTEE The annual financial statement of the Plan shall be audited annually by auditors selected by the Company. SECTION 8. RECORDS The records of the Trustee, Committee and the Company shall be conclusive with respect to all matters involved in the administration of this Plan. SECTION 9. VOTING OF COMMON STOCK (a) Each Participant shall have the right to direct the Trustee as to the manner in which voting rights with respect to shares of Common Stock held in the Participant's Account shall be exercised. (b) In order to implement the voting rights granted in this Section, the Company shall furnish to the Trustee such information as will be distributed to shareholders of -47- the Company in connection with each such vote and a form for the use by Participants in directing the Trustee as to the manner in which voting rights shall be exercised (the "Documents"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Documents as soon as practicable following the furnishing of the Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the voting of the shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be voted. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be voted. (c) In the absence of written direction from a Participant in accordance with Section 9(b) of this Article, the Trustee shall vote all shares of Common Stock held in such Participant's Account in the same manner in which the Trustee is directed by Participants, pursuant to Section 9(b) of this Article, to vote the majority of the aggregate shares of Common Stock held in such Participants' Accounts unless the Trustee is required, by ERISA, to vote the stock in a different manner. (d) The right granted to each Participant pursuant to this Section 9 to direct the manner in which shares of Common Stock allocated to such Participant's Account are voted, and the provisions instructing the Trustee regarding the manner in which voting rights with respect to such shares shall be exercised in the absence of written directions from a Participant, shall include the manner in which the rights with respect to corporate action by shareholder consent is exercised. (e) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 9 in the event of the death of such Participant. SECTION 10. NOTICES All notices, reports and statements given, made, delivered or transmitted to a Participant shall be duly given, made, delivered or transmitted as the Committee may deem appropriate. All directions, notices and other communications from Participants to the Committee shall be in such form as may be prescribed by the Committee. Such written directions, notices and other communications shall be mailed by first class mail or delivered to the secretary of the Committee and shall be deemed to have been given when received by the secretary or his/her duly authorized representative. SECTION 11. COSTS AND EXPENSES -48- Except as provided in Article XV Section 3 with respect to transaction expenses, all costs and expenses incurred in the administration of the Plan shall be paid by the Company; provided, however, that any taxes which may be imposed on the income or the assets of the trust shall be paid out of the assets in the hands of the Trustee and shall be charged ratably against the Accounts of the Participants. Notwithstanding the foregoing, any taxes incurred by reason of specific investments or transactions shall be charged against those Accounts of the Participants which were involved in such investments or transactions on the basis of the respective interests of such Accounts in the investments or transactions generating such tax liability. SECTION 12. MISCELLANEOUS (a) Construction of Agreement The Plan shall be governed by and construed in accordance with the laws of the State of Ohio, to the extent those laws have not been superseded by Federal law (which shall otherwise apply). (b) Participant's Rights Participation in the Plan by a Participant shall in no way affect any of the Company's rights as contained in the Basic Labor Agreement between the Company and the Union. (c) Headings The headings and captions contained in this document are for convenience of reference only, and are not deemed to constitute a part of the Plan. (d) Against Public Policy Should any provision (or part of any provision) of this Plan be determined by a court of competent jurisdiction to be contrary to law or unenforceable as a matter of public policy, such provision shall be considered severable, and this Plan shall be considered not to include the provision in issue. The Plan shall be construed by the Committee, by the Plan Administrator, and all other persons relying on this document as though such provision (or part thereof) did not exist, and the Plan shall be applied and enforced in the manner determined by the Plan Administrator to be most nearly consistent with the deleted provision as is permissible under law and public policy. (e) Certain Reversions to the Company Permitted Reversions of contributions to the Company will be permitted to the extent provided by Section 403(c) of ERISA. Any contribution made by the Company because of a mistake of fact must be returned to the Company within one year of the contribution. -49- In the event the deduction of a contribution made by the Company is disallowed under section 404 of the Code, such contribution (to the extent disallowed) must be returned to the Company within one year of the disallowance of the deduction. In the event that the Commissioner of Internal Revenue determines that the plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that initial qualification by the Company must be returned to the Company within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Company's return for the taxable year in which the plan is adopted, or such later date as the Secretary of the Treasury may prescribe. (f) Payment to Minor or Incompetent Person In the event that any benefit payable under this Plan is payable to or for the benefit of a minor, an incompetent person, or other person incapable of receipting therefor, such benefit shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Trustee, the Plan Administrator, the Company and all other parties with respect thereto. (g) Forfeiture if Participant or Designated Beneficiary Cannot Be Located In the event that any benefit payable under this Plan to any Participant or Designated Beneficiary cannot be paid because the proper payee cannot be located or identified by the Trustee, such benefit shall be deemed forfeited thirty-six (36) months from the date on which the Trustee or Plan Administrator first attempted to locate such payee, provided, however, that upon presentation by such proper payee of a subsequent claim for such forfeited benefit, the full amount of the forfeited benefit shall be restored. (h) Merger or Consolidation In the event of the merger or consolidation of this Plan (or any part thereof) into any other plan, or the transfer to or from this Plan of any of the assets held for the benefit of Participants and Designated Beneficiaries, each Participant and Designated Beneficiary affected by such merger, consolidation or transfer shall have an accrued benefit in the surviving or transferee plan (determined as if such plan were then terminated immediately after such merger, consolidation or transfer) that is equal to or greater than his/her accrued benefit to which he/she would have been entitled, had the Plan been terminated immediately prior to the occurrence of such merger, consolidation or transfer. (i) Electronic Media Notwithstanding any provision of the Plan to the contrary, including any provision which requires the use of a written instrument, to the extent permitted by applicable law, the Committee may establish procedures for the use of -50- electronic media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems. (j) Plan Conversions Notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Committee, the Committee may temporarily suspend, in whole or in part, certain provisions of the Plan, which may include, but are not limited to, a Participant's right to change his contribution election, a Participant's right to change his investment election and a Participant's right to borrow or withdraw from his Account or obtain a distribution for his Account. SECTION 13. DESIGNATION OF TRUSTEE In order to implement the Plan, the Company will enter into a trust agreement with the Trustee to the end that contributions of the Participants and the contributions of the Company shall be invested in accordance with the provisions of this Plan and shall be held in Trust for the exclusive benefit of the Participants or their Designated Beneficiaries. The Company may, without further reference to or action by any Participant, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to said trust agreements or said further agreements as it may be necessary or desirable to carry out the Plan, may from time to time designate a successor Trustee or successor Trustees, or may take such other steps to execute such other instruments as it may deem necessary or desirable to put the Plan into effect or to carry out the provisions thereof. SECTION 14. TENDER AND EXCHANGE OFFERS Notwithstanding any other provision contained herein to the contrary (including, without limitation, the provisions of ARTICLE XIII), in the event the Trustee receives (i) any tender offer which is subject to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended from time to time, and to regulations promulgated thereunder, or (ii) any other offer or option to buy or exchange more than thirty (30) percent of the outstanding shares of Common Stock, the provisions of this Section 14 of ARTICLE XIV shall apply. (a) Each Participant shall have the right to direct the Trustee as to whether to tender and sell or exchange pursuant to such offer any whole and fractional shares of Common Stock held in the Participant's Account. (b) In order to implement the rights granted in this Section 14 of ARTICLE XIV, the Company shall furnish to the Trustee such information as may be distributed by it to shareholders of the Company in connection with each such offer (the "Tender Document"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each -51- Participant the Tender Documents together with all other materials that the Trustee receives as a shareholder from any other party with respect to such offer (the "Additional Tender Documents") and a form prepared by the Trustee for the use by Participants in directing the Trustee as to whether or not shares of Common Stock in the Participants' Accounts shall be tendered and sold or exchanged as soon as practicable following the furnishing of the Tender Documents and Additional Tender Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the tender, and sale or exchange if the tender is accepted, of the whole and fractional shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be tendered. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be tendered. The Trustee shall tender all shares of Common Stock as to which valid and timely directions to do so have been received by it and have not been subsequently timely revoked prior to the expiration date of the offer to which the directions relate, and, to the extent the tender is accepted, the shares so tendered shall be sold or exchanged as soon as practical thereafter. Each Participant may direct the Trustee to withdraw any shares of Common Stock in the Participant's Account which were previously tendered, and the Trustee shall withdraw such shares of Common Stock prior to the withdrawal date of the offer, provided such direction is received in writing by the Trustee by the close of business two (2) days prior to the withdrawal date of the offer. Any and all directions given to the Trustee by any Participant pursuant to this Section 14 of ARTICLE XIV shall remain in the strict confidence of the Trustee. (c) In the absence of written direction from a Participant in accordance with Section 14(b) of ARTICLE XIV, the Trustee shall tender, and sell or exchange in the event the tender is accepted, at the times provided in Section 14(b) of ARTICLE XIV, all whole and fractional shares of Common Stock held in such Participant's Account only if the Trustee is directed by Participant, pursuant to Section 14(b) of ARTICLE XIV, to tender and sell or exchange the majority of the aggregate shares of Common Stock held in such Participants' Accounts. (d) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Tender Documents and Additional Tender Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 14 of ARTICLE XIV in the event of the death of such Participant. (e) The price at which sales of the Company's Common Stock in accordance with this Section 14 of ARTICLE XIV pursuant to a tender or exchange offer described herein shall be credited to the Participants' Accounts shall be the price paid in connection with the tender or exchange offer. Shares of Common Stock sold in accordance with this Section 14 of ARTICLE XIV pursuant to a tender of -52- exchange offer described herein shall not be considered in computing weighted average price under Section 2 of ARTICLE XV. The cash proceeds from the sale or exchange of any shares of Common Stock tendered and sold or exchanged pursuant to this Section 14 of ARTICLE XIV shall be invested in accordance with the terms of the Plan. If, as a result of a tender and sale or exchange, the Trustee receives securities or other property, such securities or property shall be held or reinvested in accordance with the terms of the Plan. Any shares of Common Stock tendered or offered but not purchased or exchanged shall be held or reinvested by the Trustee in the trust created under this Plan in accordance with the terms of the Plan. (f) Transactions in the Company's Common Stock pursuant to a tender or exchange offer in accordance with this Section 14 of ARTICLE XIV need not be made through the facilities of the New York Stock Exchange. (g) The Account of each Participant for whom the Trustee has sold or exchanged shares of Common Stock in connection with any tender offer or exchange offer described in this Section 14 of ARTICLE XIV shall be charged with a pro rata share of all expenses incurred by the Trustee in all sales or exchanges pursuant to such offer. -53- ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE SECTION 1. TRANSACTION PERIOD For convenience in administration, the Committee and the Trustee shall establish a period for (a) the purchase and sale of Mutual Fund shares or the Company's Common Stock or (b) the deposit and withdrawal of Cash With Interest, which shall be known as a Transaction Period. The Transaction Period shall commence at 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the next succeeding day when both the Trustee and the New York Stock Exchange are open for business. All purchases and sales of the Company's Common Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by the Trustee during the Transaction Period shall be in accordance with the instructions and directions of the Participants (or of the Company as to purchases of the Company's Common Stock with amounts to be credited to a Participant's Account from Company Contributions attributable to Participant's Contributions) which are received during a Transaction Period. The Trustee shall not be required to respond to any subsequent instruction or direction received during any Transaction Period until the next succeeding Transaction Period. SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS The transaction price for purchases and sales of Company's Common Stock shall be determined based upon the closing price of the Company's Common Stock on the New York Stock Exchange on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares of the Company's Common Stock in the Common Stock pooled account, plus uninvested cash and accrued income, divided by the number of shares in the Common Stock pooled account. The transaction price for purchases and sales in each of the Mutual Funds shall be determined based upon the closing price of each such Mutual Funds on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares in each such Mutual Funds pooled account, plus uninvested cash and accrued income; divided by the total number of shares of each such Mutual Funds pooled account. Purchases and sales of the Cash With Interest Investment Option shall be charged or credited on the basis of actual purchase and sale prices for the particular transaction. SECTION 3. ALLOCATING TRANSACTION EXPENSE Each Participant for whom the Trustee has sold and/or purchased shares in one or more of the Investment Options available in the Plan pursuant to the Participant's specific investment directions shall be charged for the expenses incurred by the Plan in the exercise of the Participant's specific investment option direction. SECTION 4. REGISTRATION OF SECURITIES Securities held by the Trustee may be registered in the name of the Trustee or its nominee. -54- SECTION 5. MISCELLANEOUS The Trustee shall invest in the Company's Common Stock Investment Option, the Cash With Interest Investment Option, or Mutual Fund Investment Option as promptly as practicable after the receipt of Employee contributions. Contributions temporarily held for investment in one of the Investment Options shall be invested by the Trustee in a short term fund approved by the Committee. All Transactions in the Company's Common Stock shall be made through the facilities of the New York Stock Exchange except for the purchase of stock from the Company as provided in Section 4 of Article V. -55- ARTICLE XVI ASSIGNABILITY It is a condition of the Plan, and all rights of each Participant shall be subject thereto, that, except as provided in a qualified domestic relations order as defined in Section 414(p) of the Code, no right or interest of any Participant in the Plan or in the Account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including, but not by the way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, but excluding the consequence of death, or mental incompetency, and no right of interest of any Participant of the Plan or in the Account shall be liable for, or subject to, any obligation or liability of such Participant. Notwithstanding any provision of the Plan to the contrary, effective for judgments, orders, decrees or settlements issued on or after August 5, 1997, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Participant's benefit under the Plan, to the extent permitted under Code Section 401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii) relating to the protection of the Participant's spouse (if any) are satisfied. -56- ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN SECTION 1. AMENDMENT Subject to Section 2 of this Article XVII, the Company may at any time and from time to time, amend the Plan if in the opinion of the Company such amendment is necessary to enable the Plan to meet the requirements of the Code (including the regulations and rulings issued thereunder) or the requirements of any governmental authority. SECTION 2. LIMITATION ON AMENDMENT The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Employee, Participant, former Participant or person claiming under or through any one or more of them pursuant to the Plan, except that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan. Moreover, no such amendment shall be made hereunder which shall permit any part of Participants' contributions to revert to any Company or be used or be diverted to purposes other than the exclusive benefit of Employees, Participants, former Participants, and beneficiaries. SECTION 3. TERMINATION This Plan shall continue in effect until and including the 26th day of July, 2002. Thereafter it shall renew itself for yearly periods unless written notice is given by either party to the other not less than sixty (60) days, but not more than seventy-five (75) days, prior to the expiration date or any extension thereof, that it is desired to terminate or amend the Plan. In the event such notice is given, the parties shall begin negotiations not less than forty-two (42) days prior to the termination date, unless otherwise mutually agreed to. If negotiations are not completed prior to the expiration date, this Plan shall terminate unless extended by mutual agreement of the parties. Upon termination, this Plan shall terminate in all respects, except that no distributions shall be made from the Plan until ninety (90) days following such termination, and any distributions made upon termination of the Plan shall be subject to the terms of Article XI Section 3. Except as herein otherwise provided, no provision of this Plan shall be subject to change prior to the expiration date as determined above. Upon any termination or partial termination of the Plan, the rights of each Participant to the assets then held in his/her Account under the Plan shall be non-forfeitable. -57- ARTICLE XVIII ESOP FEATURE SECTION 1. ESTABLISHMENT OF ESOP (a) The provisions of this Article XVIII shall become effective January 1, 2002. (b) The Plan shall consist of two components, the ESOP Feature and the Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account. The ESOP Feature is intended to qualify as a stock bonus plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7). The ESOP Feature is designed to invest primarily in "qualifying employer securities," as defined in Code Sections 4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is described in this Article XVIII. The provisions of this Article XVIII shall supercede any contrary provisions of the Plan. SECTION 2. ESOP ACCOUNT (a) The Committee shall establish an ESOP Account in the name of each Participant and shall thereafter maintain a record thereof. (b) The ESOP Account of each Participant shall be credited and debited periodically during each Plan Year in which the ESOP is maintained with any additions or reductions in the number of shares of Common Stock held for such Participant in the Plan due to the reallocation of the investment of the Participant's Non-ESOP Account and ESOP Account, and with any stock and cash dividends paid on Common Stock attributable to units of the Common Stock fund. (c) In the event that a Participant elects a partial liquidation of the investment of his Account in Common Stock pursuant to Section 5 of Article V, Common Stock shall be liquidated pro-rata from the Participant's Non-ESOP Account and ESOP Account. SECTION 3. ESOP CONTRIBUTIONS The Company, in its discretion, may make ESOP Contributions from time to time in such amounts as are determined by the Company. All ESOP Contributions shall be made in Common Stock. ESOP Contributions for a Plan Year shall be allocated among active Participants for the Plan Year. The amount allocated to each active Participant shall be determined by multiplying each active Participant's Compensation for such Plan Year by a fraction, the numerator of which is the ESOP Contribution for such Plan Year, and the denominator of which is the total Compensation of all active Participants for such Plan Year. ESOP Contributions shall be treated as Company Contributions for purposes of distributions and withdrawals from the Plan. The ESOP Contribution subaccount of a Participant shall be invested in Common Stock, subject to the diversification rules provided in Section 4 of this Article. SECTION 4. DIVERSIFICATION OF INVESTMENT -58- Participants who are at least age 55 may diversify the investment of amounts, including amounts not Vested, held in their ESOP Accounts by transferring amounts out of the Common Stock fund to one of the other Investment Options in accordance with the provisions of Section 5 of Article V. Any transfer of such amounts out of the Common Stock fund to another Investment Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature. SECTION 5. PUT OPTION (a) If shares of Common Stock distributable to a Participant or his Beneficiary are at the time of the distribution not readily tradable on an established market, the Participant or Beneficiary will have an option (the "Put") to require the Company to purchase all of the shares actually distributed to him. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Participant or the Beneficiary only during the Option Period in which the former Participant or Beneficiary receives a distribution of shares of Common Stock. (b) The "Option Period" is the 60-day period following the day on which a Participant or his Beneficiary receives a distribution. If the former Participant or Beneficiary does not exercise the Put during that 60-day period, the Option Period will also be the 60-day period beginning after the new determination of the fair market value of Common Stock by the Committee (and notice to the Participant) in the following Plan Year. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law. (c) The "Option Price" will be the fair market value of each share of Common Stock as of the valuation date immediately preceding the date the Put is exercised, multiplied by the number of shares to be sold under the Put, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions, or similar changes to the number of outstanding shares. (d) The terms of payment for the sale of Common Stock pursuant to the Put shall be as provided in the Put and may be either paid in a lump sum or in installments as provided by the Committee. An agreement to pay through installments shall be permissible only if the Common Stock subject to the put option is part of a 'total distribution', as defined in Code Section 409(h)(5), and-- (i) the agreement is adequately secured, as determined by the Committee, (ii) a reasonable rate of interest is charged, as determined by the Committee, (iii) annual payments are equal, -59- (iv) installment payments must begin not later than 30 days after the date the Put option is exercised, and (v) the term of the payment does not extend beyond five years from the date the Put option is exercised. (e) The Put will not be assignable, except that the former Participant's donees or, in the event of a Participant's death, his personal representative, will be entitled to exercise the Put during the Option Period for which it is applicable. (f) The Trustee in its discretion may, with the Company's consent, assume the Company's obligation under this Section at the time a former Participant or Beneficiary exercises the Put. If the Trustee does assume the Company's obligations, the provisions of this Section that apply to the Company will also apply to the Trustee. (g) The Put will also apply to shares of Common Stock that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Participant or Beneficiary to whom the Put becomes applicable that the shares of Common Stock held by the former Participant or Beneficiary are subject to the Put for the remainder of the applicable Option Period and will inform the Participant or Beneficiary of the terms of the Put. If the written notice is given later than ten days after the shares of Common Stock cease to be publicly traded or become subject to a trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given. (h) The Committee will notify each former Participant or Beneficiary who is eligible to exercise the Put of the fair market value of each share of Common Stock as soon as practicable following its determination. The Committee and the Company will send all notices required under this Subsection to the last known address of a former Participant or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address. SECTION 6. PAYMENT OF DIVIDENDS (a) The Committee, in its sole discretion, may provide that any dividends paid in cash during the Plan Year on shares of Common Stock in which Participants' ESOP Accounts are invested shall be (i) paid in cash directly to the Participant, (ii) paid to the Plan and subsequently distributed to the Participant in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan, or (iii) at the election of the Participant, either (A) paid to the Participant as provided in Clause (i) or (ii) (as determined by the Committee) or (B) paid to the Participant's ESOP Account to be reinvested in the Common Stock. Such dividends shall be paid in accordance with procedures established by the Committee. -60- (b) If an election pursuant to Paragraph (a)(iii) is provided by the Committee, each Participant may make the election, in the manner and at the time specified by the Committee, with respect to dividends received on shares of Common Stock comprising the portion of the Common Stock fund allocated to the Participant's ESOP Account. If an election pursuant to Paragraph (a)(iii) is provided by the Committee and a Participant does not make such an election, such dividends shall be paid to the Participant's ESOP Account to be reinvested in Common Stock. (c) The Beneficiary of a deceased participant shall have the same rights as a Participant has under this Section 6. (d) The provisions of this Section 6 are intended to comply with Section 404(k) of the Code, and shall be interpreted and construed accordingly. SECTION 7. INDEPENDENT APPRAISER Common Stock held in Participants' ESOP Accounts shall be valued as of each valuation date, or at the discretion of the Committee, more frequently. All valuations of Common Stock held in Participants' ESOP Accounts which is not readily tradable on an established securities market shall be made by an independent appraiser meeting requirements similar to those contained in Treasury Regulations under Code Section 170(a)(1). SECTION 8. SHARE LEGEND Shares of Common Stock in the ESOP Feature held or distributed by the Trustee may include such legend restrictions on transferability as the Company may reasonably require in order to assure compliance with applicable federal and state securities laws. -61- IN WITNESS WHEREOF, Cooper Tire & Rubber Company has caused this Restated Plan to be executed and adopted this 26th day of February, 2002. COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ------------------------------- Treasurer By:/s/ Richard N. Jacobson ------------------------------- Assistant Secretary -62- AMENDMENT NO. 1 TO THE COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN - (CLARKSDALE) (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001) Cooper Tire & Rubber Company hereby adopts this Amendment No. 1 to the Cooper Tire and Rubber Company Pre-Tax Savings Plan - (Clarksdale) (as amended and restated effective as of January 1, 2001) (the "Plan"), effective as of the dates specified herein. SECTION 1 Effective January 1, 2001, Article I of the Plan is hereby amended by inserting the following new Section (4.1) immediately after Section (4) where it occurs therein: "(4.1) 'Administrator' or 'Plan Administrator' - Cooper Tire & Rubber Company or its delegate." SECTION 2 Effective July 26, 2002, the first two sentences of Section 2 of Article VI of the Plan are hereby amended in their entirety to read as follows: "Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes three (3) years of Continuous Credited Service (Article II, Section 2). For Participants with three (3) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account." SECTION 3 Effective January 1, 2002, Section 3 of Article VI of the Plan is hereby amended in its entirety to read as follows: "A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest in accordance with Section 2 of this Article VI." EXECUTED this 3rd day of October 2002. COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ------------------------------- Treasurer By:/s/ Charles F. Nagy ------------------------------- Assistant Treasurer -63- AMENDMENT NO. 2 TO THE COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN (CLARKSDALE) (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001) The Cooper Tire & Rubber Company (the "Company") hereby adopts this Amendment No. 2 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan (Clarksdale) (As Amended and Restated Effective as of January 1, 2001) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 2002, unless otherwise indicated. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. One of the purposes of this Amendment is to reflect the adoption of various provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to satisfy the "good faith" compliance requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder. SECTION 1 Section (12) of Article I of the Plan is hereby amended in its entirety to read as follows: "(12) 'Compensation' - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time." SECTION 2 Section (35) of Article I of the Plan is hereby amended in its entirety to read as follows: "(35) 'Pre-Tax Savings Plan Contributions' - the contributions provided for under Sections 1 and 10 of Article III. Pre-Tax Savings Plan Contributions are also sometimes referred to as a 'Company Wage Reduction Contribution'." -64- SECTION 3 Section 1(a)(ii) of Article III of the Plan is hereby amended in it entirety to read as follows: "(ii) the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year." SECTION 4 Section 1(a) of Article III of the Plan is hereby amended by inserting the following sentence immediately after the first sentence thereof: "The foregoing limits shall not apply to the Catch-Up Pre-Tax Savings Plan Contributions of Section 10 of Article III." SECTION 5 Article III of the Plan is hereby amended by adding the following new Section 10 to the end thereof: "Section 10 Catch-Up Pre-Tax Savings Plan Contributions Effective January 1, 2003, all Participants who have elected to make Pre-Tax Savings Plan Contributions to this Plan and who have attained age 50 before the end of a particular Plan Year shall be eligible to make catch-up contributions (the "Catch-Up Pre-Tax Savings Plan Contributions") in accordance with, and subject to the limitations of, section 414(v) of the Code; provided, however, that Catch-Up Pre-Tax Savings Plan Contributions shall not be eligible for Matching Contributions under Section 1 of Article IV of the Plan, and provided further that Catch-Up Pre-Tax Savings Plan Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 401(a)(30) and 415(c) of the Code (i.e., Section 1(a) of Article III and Section 1(a) of Article XII of the Plan, respectively). In addition, notwithstanding any provision of the Plan to the contrary, the Plan shall not be treated as failing to satisfy the requirements of Sections 401(k)(3), 401(k)(11), 410(b), or 416 of the Code, as applicable, by reason of the making any such Catch-Up Pre-Tax Savings Plan Contributions." SECTION 6 Section 1 of Article IV of the Plan is hereby amended by (i) deleting the fifth paragraph therein, (ii) deleting the word "either" and the phrase "or multiple use rules" in the sixth paragraph where they occur therein, and (iii) inserting the following sentence at the end of the third paragraph: -65- "In addition, no Company Contributions shall be made with respect to any Catch-Up Pre-Tax Savings Plan Contributions." SECTION 7 Section 1(a) of Article IX of the Plan is hereby amended in its entirety to read as follows: "the Participant's retirement, death, Total and Permanent Disability, or severance from employment;" SECTION 8 Section 1 of Article IX of the Plan is hereby amended by (i) deleting subsections (d) and (e) and (ii) renumbering subsection (f) as subsection (d). SECTION 9 The last paragraph of Section 2 of Article IX of the Plan is hereby amended in its entirety to read as follows: "Employees who make a hardship withdrawal may not make elective deferrals and employee after-tax contributions under this Plan and all other plans of the Company for 6 months after receipt of the distribution." SECTION 10 Section 6(d)(1)(i) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, 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), such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and any distribution which is made upon hardship of the distributee. Notwithstanding the foregoing, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion -66- may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Sections 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible." SECTION 11 Section 6(d)(1)(ii) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(ii) 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, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state that accepts the Distributee's Eligible Rollover Distribution." SECTION 12 The first two sentences of Section 1(a) of Article XII of the Plan are hereby amended in their entirety to read as follows: "(a) Maximum Annual Addition: Except to the extent permitted under Section 10 of Article III of the Plan and Code Section 414(v), the "annual addition" to a Participant's Account shall not exceed the lesser of (i) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code or (ii) 100% of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limit referred to in (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition." SECTION 13 Section 3(f) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(f) Claims for Benefits (other than disability benefits) Any Participant or Designated Beneficiary who believes that he or she is entitled to receive a benefit under the Plan which he or she has not -67- received may file with the designated representative of the Committee, on such forms as may be designated by the Committee, a written claim specifying the basis for his or her claim and the facts upon which he or she relies in making such claim. Such a claim must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the designated representative of the Committee. Unless such claim is allowed in full by the Committee, the Committee shall (within 90 days after such claim was filed, plus an additional period of 90 days if required for processing and if notice of the 90-day extension of time indicating the specific circumstances requiring the extension and the date by which a decision shall be rendered is given to the claimant within the first 90-day period) cause written notice to be mailed to the claimant of the total or partial denial of such claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall state (1) the specific reason(s) for the denial of the claim, (2) specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the denial of the claim was 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 review procedure specified in Section 3(g) of this Article XIV." -68- SECTION 14 Section 3(g) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(g) Appeals Procedure Within 90 days after the denial of his or her claim, the claimant may appeal such denial by filing with the Plan Administrator his or her written request for a review of the claim. Such request for review must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the Plan Administrator or its designee. If the claimant does not file a request for review of his or her claim within such 90-day period, the claimant shall be conclusively presumed to have accepted as final and binding the initial decision of the Plan Administrator on his or her claim. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. If such an appeal is so filed within such 90-day period then the Plan Administrator, or a named fiduciary designated by the Administrator, shall conduct a full and fair review of such claim. During such full review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and with reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. After the completion of such full review, the reviewer shall mail or deliver to the claimant a written decision on the matter based on the facts and pertinent provisions of the Plan and/or Trust Fund and/or applicable law. Such decision shall be mailed or delivered to the claimant within a period of 60 days after the Administrator's receipt of the request for review unless special circumstances require an extension of time, in which case such decision shall be rendered not later than 120 days after receipt of such request. (If an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.) Such decision (1) shall be written in a manner calculated to be understood by the claimant, (2) shall state the specific reason(s) for the decision, (3) shall make specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the decision is -69- based and (4) shall, to the extent permitted by applicable law, be final and binding on all interested persons. The notice of the adverse determination shall also include a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and contain a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures and a statement of the claimant's right to bring an action under Section 502(a) of ERISA." SECTION 15 Section 3 of Article XIV of the Plan is hereby amended by adding a new subsection (h) to the end thereof, immediately following subsection (g), to read as follows: "(h) Claims for Benefits Upon Total and Permanent Disability: (1) Notwithstanding the foregoing provisions of this Article, in the case of a claim for benefits upon Total and Permanent Disability, unless such claim is allowed in full by the Committee, the Committee shall (within a reasonable period of time, but not later than 45 days, unless such period is extended as provided in Section 3(h)(2), below, after receipt of the claim) cause written notice to be mailed or delivered to the claimant of the total or partial denial if his claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reason(s) for the denial of the claim, (ii) specific reference(s) to the provisions of the Plan and/or Trust Fund on which the denial of the claim was based, (iii) 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, -70- (iv) an explanation of the review procedures specified in Section 3(h)(3) of this Article XIV and the time limits applicable to such procedures, and (v) a specific reference to the internal rule, guideline, protocol or other similar criterion, if any, that was relied upon in making the adverse determination or a statement that such rule, guideline, protocol, or other similar criterion, if any, was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request. (2) The 45-day period set forth in Section 3(h)(1), above, may be extended by the Committee for up to 30 days, provided that the Committee determines that such an extension is necessary due to matters beyond the control of the Committee and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. Additionally, if, prior to the end of the first 30-day extension period, the Committee determines that, due to matters beyond the control of the Committee, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Committee notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Committee expects to render a decision. In the event of any extension under this Section 3(h)(2), the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve the issues. The claimant shall be afforded at least 45 days within which to provide the specified information. Additionally, in the event that a period of time is extended due to a claimant's failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. (3) Within 180 days after receipt of a notification of a denial of a claim, the claimant or his duly authorized representative may appeal such denial -71- by filing with the Committee his written request for a review of his claim. If such an appeal is so filed within 180 days, a Named Fiduciary designated by the Committee shall conduct a full and fair review of such claim. During such full and fair review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits and reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall (i) take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, (ii) not afford deference to the initial adverse benefit determination, (iii) be conducted by a Named Fiduciary who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual, (iv) provide that, in deciding any appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Named Fiduciary shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual, and (v) provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the claimant's adverse benefit determination, without regard to whether the advice was relied upon in making the initial benefit determination. The decision of the Named Fiduciary shall be made in a writing delivered to the claimant within a reasonable time, but in no event later than 45 days after the receipt of the request for review unless special circumstances require an extension of time for processing. If the Named Fiduciary determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant setting forth the special circumstances requiring an extension of time and the date by which the Named Fiduciary expects to render a decision on review, and shall be furnished prior to the termination of the initial 45-day period. In no event shall such extension exceed a period of 45 days from the end of the initial 45-day period. In the case of an adverse benefit determination on review, the notice of the determination shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reasons for the determination, (ii) specific reference(s) to specific provisions of the Plan and/or Trust Fund on which the determination is based, (iii) a statement that the claimant is entitled to receive, upon request, and free of charge, -72- reasonable access to, and copies of all documents, records, and other information relevant to the claimant's claim for benefits, (iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures, including a statement of the claimant's right to bring a civil action under section 502(a) of ERISA and (v) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol or other similar criterion will be provided free of charge to the claimant upon request. To the extent permitted by applicable law, the determination on review shall be final and binding on all interested persons. In performing the duties under this Section 3(h)(3), the Named Fiduciary shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof." EXECUTED this 27th day of December 2002. THE COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ------------------------------- Treasurer By:/s/ Charles F. Nagy ------------------------------- Assistant Treasurer -73- EX-99.I 15 l98078aexv99wi.txt EX-99.I Exhibit (99i) COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN - (EL DORADO) As amended and Restated Effective as of January 1, 2001 Or as otherwise provided in Plan TABLE OF CONTENTS

PAGE ARTICLE I DEFINITIONS............................................... 2 ARTICLE II ELIGIBILITY AND PARTICIPATION............................. 11 ARTICLE III PARTICIPANTS' CONTRIBUTIONS............................... 13 ARTICLE IV COMPANY CONTRIBUTIONS..................................... 16 ARTICLE V INVESTMENT OF CONTRIBUTIONS............................... 20 ARTICLE VI VESTING OF CONTRIBUTIONS.................................. 24 ARTICLE VII SUSPENSION OF PARTICIPATION............................... 25 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED............ 26 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS............................... 27 ARTICLE X DESIGNATION OF BENEFICIARY................................ 29 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS............................. 30 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION........................... 37 ARTICLE XIII RESERVED.................................................. 42 ARTICLE XIV ADMINISTRATION OF THE PLAN................................ 43 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE........................ 54 ARTICLE XVI ASSIGNABILITY............................................. 56 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN................................... 57

-i- AGREEMENT THIS AGREEMENT is made and entered into this 10th day of December, 1999, by and between Cooper Tire & Rubber Company hereinafter referred to as the "Company" for its plant located in El Dorado, Arkansas and the United Steel Workers of America, and Local Union No.769 thereof executing this Agreement; the International Union and the Local Union collectively being hereinafter referred to as the "Union". Effective January 1, 2002, an ESOP will be established under the Plan described in this Agreement. The ESOP feature is described in Article XVIII of the Plan and in other relevant Plan sections. The provisions of the Plan relating to the ESOP feature shall not be effective until January 1, 2002. 1 ARTICLE I DEFINITIONS For the purposes of this Plan, the following words and phrases shall have the following meanings unless a different meaning is clearly required by the context: (1) "Account" of a Participant or "Participant's Account" - the then total current market value of the account in the Participant's name as determined by the Trustee representing the entire interest of a Participant in the Plan. Effective January 1, 2002, each account shall consist of the Non-ESOP Account and ESOP Account. Prior to January 1, 2002, each account shall consist of a Pre-Tax Savings Plan Contribution subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions attributable to a participant and allocated earnings attributable thereto and a Company Contribution subaccount which will reflect the amount of Company Contributions made pursuant to Article IV herein and allocated earnings attributable thereto. (2) "Active Participation" - the making of Participant contributions to the Plan and the right to share in the allocation of Company Contributions and ESOP Contributions, if any. (3) "Actual Deferral Percentage" - for each Plan Year, the ratios (expressed as a percentage and calculated separately for each Eligible Employee in a specified group) of (a) the total amount of Company Wage Reduction Contributions to (b) the Eligible Employee's aggregated Compensation for such Plan Year. Effective until January 1, 1997, for purposes of determining the Actual Deferral Percentage for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, any Compensation paid to a Family Member or any contribution made by the Company on such Family Member's behalf under Section 1 of Article III shall be treated as paid to or contributed on behalf of the Highly Compensated Employee. Such Family Member shall be disregarded in determining the Actual Deferral Percentage for Non-Highly Compensated Employees.. In addition, the Actual Deferral Percentage for any Highly Compensated Employee for the Plan Year and who is a participant under two or more plans described in Section 401(k) of the Code which are maintained by the Company, shall be the sum of the Actual Deferral Percentages under each of such plans. (4) "Adjusted Employment Date" - the date arrived at when the Employee's prior Continuous Credited Service is subtracted, according to Section 2 of Article II, from the date on which the Employee first renders service entitling him/her to credit for an Hour of Service subsequent to a prior period of Continuous Credited Service. 2 (5) "Affiliated Group" - means the Company and any and all other corporations, trades and/or businesses, the employees of which together with Employees of the Company are required, by the first sentence of Subsection (b) or Subsection (c) of section 414 of the Code to be treated as if they were employed by a single employer. Each corporation or unincorporated trade or business that is or was a member of the Affiliated Group shall be referred to herein as an "Affiliated Group Member" or an "Affiliated Company" but only during such period as it is or was such a member. (6) "Code" - the Internal Revenue Code of 1986, as amended to date, and as it may hereafter be amended, or any successor statute of similar purpose. (7) "Committee" - the Defined Contribution Plan Committee established herein. (8) "Common Stock" - common stock of Cooper Tire & Rubber Company, which is intended to be 'employer securities' within the meaning of Section 409(l) of the Code, and 'qualifying employer securities' within the meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to acquire and hold Common Stock, and shall be an eligible individual account plan, as that term is defined in Section 407(d)(3)(A) of ERISA. (9) "Company" - Cooper Tire & Rubber Company and any of its subsidiary corporations which adopt this Plan. (10) "Company Contributions" - contributions made by the Company pursuant to Article IV of the Plan, other than Company Wage Reduction Contributions. (11) "Company Wage Reduction Contributions" - amounts transferred to the Plan by the Company pursuant to wage reduction arrangements between the Company and Participants, also sometimes referred to herein as Pre-tax Savings Plan Contributions. (12) "Compensation" - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time. Effective until January 1, 1997, in determining the compensation of a Participant for purposes of the limitation, the rules of section 414(q)(6) of the Code shall apply, except in applying such rules, the term family shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of the rules 3 described in the preceding sentence the limitation of Section 401(a)(17) of the Code is exceeded, then the limitation shall be prorated among the affected individual's Compensation as determined under this section prior to the application of this limitation. In addition to other applicable limitations set forth in the plan, and notwithstanding any other provision of the plan to the contrary, for plan years beginning on or after January 1, 1994, the annual compensation of each employee taken into account under the plan shall not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93) annual compensation limit. The OBRA `93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For plan years beginning on or after January 1, 1994, any reference in this plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in this provision. If compensation for any prior determination period is taken into account in determining an employee's benefits accruing in the current plan year, the compensation for that prior determination period is subject to the OBRA '93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is $150,000. (13) "Continuous Credited Service" - the number of years aggregated under the provisions of Article II, Section 2, except that Continuous Credited Service prior to January 1, 1976, shall be calculated from the most recent Employment Date. (14) "Current Earnings" - net income before federal income taxes of the Company for its current fiscal year and before deducting any Company Contributions or ESOP Contributions to this Plan for such fiscal year determined on the basis of generally accepted accounting principles. (15) "Designated Beneficiary" - the beneficiary chosen by the Participant, in accordance with the provisions of Article VIII herein, to receive, upon the Participant's death, any benefit payable under this Plan by reason of the Participant's death. (16) "Eligible Employee" - any Employee who has satisfied the provisions of Section 1 of Article II. (17) "Employee" - any employee of the El Dorado plant of the Company, whose terms and conditions of employment are determined through collective bargaining with the Union. 4 To the extent required by Section 414(n) of the Code, the term "Employee" includes any person who is a "leased employee" of the Company or any other Controlled Group Member. For purposes of this Subsection, a "leased employee" means any person who, pursuant to an agreement between the Company or a Controlled Group Member and any other person ("leasing organization"), has performed services for the Company or Controlled Group Member on a substantially full-time basis for a period of at least one year, and, effective January 1, 1997, such services are performed under the primary direction or control of the Company or Controlled Group Member. Contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the Company or a Controlled Group Member will be treated as provided by the Company or Controlled Group Member. A leased employee will not be considered an Employee of the Company or a Controlled Group Member, however, if (1) leased employees do not constitute more than 20% of the Company's or Controlled Group Member's non- highly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by a money purchase pension plan maintained by the leasing organization that provides (i) a non-integrated employer contribution rate of at least 10% of compensation, (ii) immediate participation and (iii) full and immediate vesting. All personal and relative pronouns, singular or plural, and words "person", "Employee", and "Employees" shall refer to both male and female Employees generally. (18) "Employment Date" - the date on which the Employee first completes an Hour of Service in the employ of the Company, whether or not that service is performed as an Employee. (19) "ESOP Account" - shall include all amounts in the Participant's Account that are transferred to the ESOP Account pursuant to Section 3 and Section 5 of Article V. The ESOP Account shall be established under the ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Company Contributions subaccount which will reflect the amount of Company Contributions in the ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto, and an ESOP Contributions subaccount which will reflect the amount of ESOP Contributions in the ESOP Account made pursuant to Article XVIII herein and allocated earnings attributable thereto. (20) "ESOP Contributions" - are the discretionary contributions made by the Company pursuant to Section 3 of Article XVIII. (21) "ESOP Feature" - is the portion of the Plan described in Article XVIII and shall be effective January 1, 2002. The ESOP Feature consists of the ESOP Account. 5 (22) "Family Member" - effective until January 1, 1997, with respect to any Employee, such Employee's spouse and lineal ascendants and descendants and the spouses of such lineal ascendants and descendants. (23) Highly Compensated Employee" - The term Highly Compensated Employee includes highly compensated active Employees and highly compensated former Employees. For a particular Plan Year, effective January 1, 1997, a highly compensated active Employee means any Employee who: (i) was a 5-percent owner at any time during the current or the preceding Plan Year or (ii) for the preceding Plan Year received compensation from the Company in excess of the amount in effect for such Plan Year under Section 414(q)(1)(B) of the Code and was in the top-paid group of Employees for such preceding Plan Year. For the purposes of this Subsection, (i) the term "compensation" shall mean (A) for periods prior to January 1, 1998, the sum of an Employee's compensation under Section 415(c)(3) of the Code and the Employee's Pre-Tax Savings Plan Contributions (subject to the limitation of Section 401(a)(17) of the Code), and (B) for periods commencing on and after January 1, 1998, an Employee's compensation under Section 415(c)(3) of the Code (subject to the limitation of Section 401(a)(17) of the Code), and (ii) the term "top-paid group" shall mean that group of Employees of the Company consisting of the top 20 percent (20%) of such Employees when ranked on the basis of compensation paid by the Company during the Plan Year. A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Company during the determination year, and was a highly compensated active Employee for either the separation year or any determination year ending on or after the Employee's 55th birthday. This paragraph shall apply until January 1, 1997. If any Employee is, during a determination year or look-back year, a family member of either a 5 percent owner who is an active or former Employee or a Highly Compensated Employee who is one of the 10 most Highly Compensated Employees ranked on the basis of Compensation paid by the Company during such year, then the family member and the 5 percent owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family member and 5 percent owner or top-ten Highly Compensated Employee shall be treated as a single Employee receiving compensation and Plan contribution or benefits equal to the sum of such Compensation and contributions or benefits of the family member and 5 percent owner or top-ten Highly Compensated Employee. For purposes of this section, family member includes the spouse, lineal ascendants and descendants of the Employee or former Employee and the spouses of such lineal ascendants and descendants. The determination of who is a Highly Compensated Employee, including the determination of the number and identity of Employees in the 6 top-paid group, and the compensation that is considered, will be made in accordance with section 414(q) of the Code and the regulations thereunder. (24) "Hour of Service" - each hour for which an employee is paid, or entitled to payment, by the Company for the performance of duties or on account of a period of time during which no duties are performed due to vacation, holiday, jury duty, short-term military duty or funeral absence. Each hour for which an employee is not paid, or not entitled to payment, on account of a period of time during which the employee continues to accrue Continuous Credited Service while under an approved leave of absence for illness, incapacity or disability, long-term military duty or personal reasons. Each hour for which an employee is paid back pay, regardless of mitigation of damages, except for hours previously credited for the same period, or severance pay. Hours of Service shall not be credited due to payments received by an employee from a plan maintained for the sole purpose of complying with applicable worker's or unemployment compensation laws, complying with disability insurance laws, or reimbursement of medical or medically related expenses. Such hours shall be credited as specified in Section 201 of the Employee Retirement Income Security Act of 1974, as amended, and as specified at Title 29, Code of Federal Regulations, 2530.2O0b. Hours of Service performed at premium rates (such as holiday pay overtime or shift differential) shall be credited as single Hours of Service, regardless of the rate of compensation in effect for such service. If an Employee is absent from work for any period which commences on or after the Effective Date: (a) by reason of the pregnancy of the Employee, (b) by reason of the birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (d) for purposes of caring for any such child for a period beginning immediately following such birth or placement, and the absence is permitted under the Company-Union basic labor agreement, the Employee shall not, solely by reason of such absence, be considered to have incurred a Severance Date for purposes of participation and for determining his/her vested interest until the expiration of the consecutive twenty-four (24) month period commencing on the first day of the absence. If an Employee is absent from work for any period for any reasons referred to in subparagraphs (a), (b), (c) and (d) of this subsection, and such period includes the last day of the Plan Year, the Employee shall be deemed to be employed on such date for purposes of Section 3 of Article II. 7 (25) "Investment Option" - one of those forms of investment which are available to a Participant to invest Company Wage Reduction Contributions, vested Company Contributions and related earnings under the Plan. (26) "Leave of Absence" - leave of absence granted by the Company due to illness or injury, required U.S. Military Service, or other special leave of absence set forth in the Company-Union basic labor agreement, under which all Participants in similar circumstances shall be treated alike. (27) "Non-ESOP Account" - shall include all Pre-Tax Savings Plan Contributions, Company Contributions, and Transfer Contributions made to the Plan pursuant to Articles III and IV of the Plan; except that the Non-ESOP Account shall not include any portion of such contributions transferred to the Participant's ESOP Account pursuant to Section 3 and Section 5 of Article V. The Non-ESOP Account shall be established under the Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of a Pre-Tax Savings Plan Contributions subaccount which will reflect the amount of Pre-Tax Savings Plan Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, a Transfer Contributions subaccount which will reflect the amount of Transfer Contributions in the Non-ESOP Account attributable to a Participant and allocated earnings attributable thereto, and a Company Contributions subaccount which will reflect the amount of Company Contributions in the Non-ESOP Account made pursuant to Article IV herein and allocated earnings attributable thereto. (28) "Non-ESOP Feature" - is the portion of the Plan, on and after January 1, 2002, (a) which is not included within the ESOP Feature, (b) which is intended to qualify as a profit sharing plan under Code Section 401(a), and (c) which includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k). The Non-ESOP Feature consists of the Non-ESOP Account. (29) "Non-Highly Compensated Employee - any Eligible Employee who is neither a Highly Compensated Employee nor, effective until January 1, 1997, a Family Member of a Highly Compensated Employee. (30) "Normal Retirement Date" - the later of the day the Participant attains age sixty-five (65) or the completion of five (5) years of participation in the Company's El Dorado Hourly Employees' Retirement Plan. (31) "One-Year Break in Service" - a Plan Year during which a Participant has five hundred (500) or fewer Hours of Service. Temporary excused absences, including military leave, shall not constitute a One-Year Break in Service. Further, solely for the purpose of determining whether a Participant has incurred a One- Year Break in Service, Hours of Service shall be recognized for "maternity and paternity leaves of absence." A "maternity or paternity leave of absence" shall mean, for Plan Years beginning after December 31, 1984, an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for 8 such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a One-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the plan administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a "maternity or paternity leave of absence" shall not exceed five hundred one (501). (32) "Participant" - any person who has been admitted to participation in this Plan pursuant to the provisions of Article II. The term "Participant" shall include active Participants (those currently eligible to share in Company Contributions and ESOP Contributions, if any), inactive Participants (those individuals who are employed by the Company and have been active Participants but are not eligible to share in Company Contributions or ESOP Contributions), and any former Employee who has an Account under the Plan. (33) "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be modified or amended from time to time. Effective January 1, 2002, the Plan consists of the ESOP Feature and the Non-ESOP Feature. (34) "Plan Year" - except as otherwise provided herein, a Plan Year shall be the calendar year beginning January 1 and ending December 31. With respect to each person becoming employed by the Company or an Affiliated Company, for purposes of eligibility to participate herein, the initial Plan Year shall be the calendar year which commences coincident with or immediately following the Employee's Employment Date. (35) "Pre-tax Savings Plan Contribution" - the percentage of a Participant's Compensation which the Company contributes to the Plan pursuant to a wage reduction agreement, under which a Participant elects to forego a percentage of such Compensation, reduced for purposes of the Plan, also sometimes referred to as a Company Wage Reduction Contribution. (36) "Severance Date" - the earliest of (a) the date on which the Employee retires, dies, quits, or is discharged or (b) the date on which the Employee ceases to accrue Continuous Credited Service in accordance with the Company-Union basic labor agreement provisions for leave of absence; but in no event shall the Severance Date, as defined in (a) and (b), be earlier than the first anniversary of the first day of a period throughout which the Employee remains absent, with or without pay, from the service of the Company by reason of the absence. (37) "Severance Period" - the period of time between the Employee's Severance Date and the date on which he again performs an Hour of Service. 9 (38) "Total and Permanent Disability" - a condition of a Participant as the result of bodily injury or disease from an unavoidable cause which prevents such Participant from being physically able to meet his/her present job requirements as the same existed at the time of the Participant's cessation of service due to such condition and which disability will (in the opinion of a qualified physician designated by the Committee) presumably be permanent and continuous during the remainder of his/her life. Such condition shall be deemed to have resulted from an unavoidable cause unless it: (a) was contracted, suffered or incurred while the Participant was engaged in, or resulted from having engaged in, a felonious enterprise, or (b) resulted from habitual drunkenness or addiction to hallucinogenic and/or narcotic drugs not prescribed by a qualified physician for treatment of a condition other than drug addiction, or (c) resulted from an intentional self-inflicted injury or self- induced sickness. (39) "Transaction Period" - a period defined in Article XV herein during which certain rules and regulations, as established by the Committee and the Trustee, shall govern all transactions relating to securities. (40) "Transactions" - all purchases, sales, redemptions or other dispositions of securities by the Trustee under the Plan. (41) "Transfer Contributions" - those amounts transferred to the Plan on behalf of an Employee from another plan qualified under Section 401(a) of the Code as described in Article III, Section 8. (42) "Trustee" - the Trustee or Trustees designated by the Company as provided herein. (43) "Trust Fund" - assets of the Plan and Trust as the same shall exist from time to time. (44) "Unvested" - that portion of a Participant's Account balance which is not vested pursuant to Article VI herein. (45) "Vested" - that portion of a Participant's Account balance to which he/she has a nonforfeitable right pursuant to Article VI herein. 10 ARTICLE II ELIGIBILITY AND PARTICIPATION SECTION 1. ELIGIBILITY Any Employee of the Company eligible for membership in the Union who has completed thirty days of Continuous Credited Service is eligible to participate in the Plan. Notwithstanding the foregoing, no Employee who serves only as a leased employee as defined in Section 414(n) of the Code shall be covered by the Plan or deemed to be a Participant. SECTION 2. CONTINUOUS CREDITED SERVICE (a) Continuous Credited Service for purposes of computing eligibility shall be defined as the period of time (as computed by completed 1/12ths of a year) between the Employee's Employment Date or Adjusted Employment Date and the current date or the Employee's most recent Severance Date. (b) Any person who incurs a Severance Period after January 1, 1990, shall have Continuous Credited Service restored on the following basis: (1) A person who before the Severance Date had established a nonforfeitable right to any vested benefit will for all purposes have pre-Severance Period and post-Severance Period Continuous Credited Service aggregated to create an Adjusted Employment Date. (2) A person who before the Severance Date had not established a nonforfeitable right to any vested benefit will have Continuous Credited Service restored on the following basis to create an Adjusted Employment Date: (i) If the Severance Period is less than the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall be aggregated with any Continuous Credited Service after the Severance Period to create an Adjusted Employment Date for all purposes. Such aggregation of Continuous Credit Service shall not include any period of time during the Severance Period. (ii) If the Severance Period equals or exceeds the greater of five (5) years or the Continuous Credited Service prior to the Severance Date, the Continuous Credited Service prior to the Severance Date shall not be aggregated and the Employee shall become a Participant as specified in Section 3 of this Article. 11 SECTION 3. PARTICIPATION An Employee described in Section 1 will become a Participant in the Plan upon satisfaction of all the following requirements: (a) completion of thirty days of Continuous Credited Service, (b) receipt by the Committee of a completed application, (c) agreement to an appropriate payroll deduction from his/her Compensation, (d) agreement to accept a reduction of his/her Compensation equal to the whole percentage of his/her Compensation per payroll period he/she elects to have contributed by the Company as a Pre-tax Savings Plan Contribution. A Participant shall cease to be eligible to make contributions to the Plan and to share in Company Contributions or ESOP Contributions under the Plan when he/she is no longer an Employee due to: resignation, termination, retirement, death, Total and Permanent Disability, or otherwise ceasing to be an Employee or the Participant's voluntary election to suspend participation pursuant to Article VII hereof. Participation in the Plan will cease when the Employee or former Employee no longer has an Account under the Plan. A Participant who voluntarily ceases Active Participation from this Plan while still an Employee accumulating Continuous Credited Service shall be ineligible to resume Active Participation for a period of twelve (12) months from the date Active Participation last ceased. Notwithstanding the above paragraph, a Participant who retires under the COMPANY'S EL DORADO Pension and Insurance Agreement may elect to continue to be a Participant in the Plan and maintain an Account until the earlier of the date he/she withdraws the balance in his/her Account or April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. After the effective date of such retirement, such a Participant shall not be entitled to make contributions to the Plan or share in the allocation of Company Contributions or ESOP Contributions. Participation in the Plan by Eligible Employees shall be voluntary. 12 ARTICLE III PARTICIPANTS' CONTRIBUTIONS SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION To be an Active Participant, an eligible individual must have made on his/her behalf or agree to make a Pre-tax Savings Plan Contribution in the following manner: (a) A Participant may agree to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution, an amount, at his/her election, not to exceed the lesser of: (i) 15% of his/her Compensation or (ii) $7,979 (or such greater amount as determined by the Secretary of Treasury). In calculating the limit under Code Section 402(g) for purposes of Code Section 401(k), the amounts to be deferred by an eligible Employee under each plan for which he/she is eligible to make wage deferrals will be aggregated by treating all cash or deferred arrangements under which the Employee is eligible as a single arrangement. If the limit set forth by Code Section 402(g) is exceeded, then the deferrals in excess of the limits must be distributed by April 15 of the following year. Such reduction in Compensation must be made at the time the Participant would normally receive his Compensation from the Company. (b) A Participant, by agreeing to have contributed on his/her behalf a Pre-tax Savings Plan Contribution, shall enter into a written wage reduction agreement with the Company. The terms of such reduction agreement shall provide that the Participant accepts a reduction in his/her Compensation from the Company equal to any whole percentage of his/her Compensation per pay period which he/she elects to have contributed on his/her behalf as a Pre-tax Savings Plan Contribution. (c) Pre-tax Savings Plan Contributions shall be fully vested and nonforfeitable at all times. (d) The Company may amend or revoke its wage reduction agreement with any Participant at any time, if the Company determines that such revocation or amendment is necessary to insure that contributions by or on behalf of a Participant for any Plan Year will not exceed the limitations of Section 415 or to insure that the discrimination tests of section 401(k) of the Code are met for such Plan Year. (e) If a Participant's Compensation for any Plan Year is such that he or she is a Highly Compensated Employee for the Plan Year, the actual deferral percentage test of Section 401(k)(3) of the Code will be met. The Plan incorporates by reference the provisions of Sections 401(k)(3) of the Code and regulation Section 1.401(k)-1(b) thereunder. 13 SECTION 2. Limitations on Participant Contributions All contributions made by or on behalf of a Participant are subject to the limitations imposed by section 401(k), and section 415 of the Code as further set forth in Article XII hereof. The maximum amount of such contributions is limited under Section 401(k)(3) determined by reducing contributions made on behalf of Highly Compensated employees in order of their contribution percentages beginning with the highest of such percentages. SECTION 3. CHANGING CONTRIBUTION PERCENTAGE The contribution percentage(s) designated by a Participant shall continue in effect, notwithstanding any change in his/her Compensation, until he/she shall change such contribution percentage(s). A Participant may elect, at any time, but not less than thirty (30) days from the last change in contribution percentage(s) to increase or decrease the contribution percentage(s) within the applicable limits to be effective as soon as practicable after receipt of notice of change. SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES Each Participant's Pre-tax Savings Plan Contributions shall be in whole multiples of 1% of Compensation, subject to adjustment pursuant to Section 5 hereof. SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS (a) Each Pre-tax Savings Plan Contribution made by the Company on behalf of a Participant shall be transferred to the Plan pursuant to the terms of a written wage reduction agreement between such Participant and the Company. A Participant's wage reduction agreement shall be modified automatically to correspond to the change in the amount of the Pre-tax Savings Plan Contributions made on his/her behalf as set forth in Section 3 hereof. (b) The tentative wage reduction amount set forth in any wage reduction agreement shall be in any amount as the Participant shall elect, but shall be not less than 1% and not more than 15% of Compensation of such Participant. Tentative wage reductions shall become final, and then shall constitute Pre-tax Savings Plan Contributions, only after the Company or the Committee has made such adjustments thereto as they (or either of them) deem necessary to maintain the qualified status of this Plan or to maintain the status of any portion of this Plan as a qualified cash or deferred arrangement under section 401(k) of the Code. (c) All amounts withheld pursuant to a wage reduction agreement and thereafter contributed to the Plan as Pre-tax Savings Plan Contributions shall be so delivered only if the Company in good faith believes that such amounts do not exceed the 14 amounts permissible pursuant to the limitations hereinabove set forth. If any amount shall be withheld from the Compensation of a Participant pursuant to a wage reduction agreement which exceeds the maximum amount permissible pursuant to Section 5(b) hereof, and if such amount is contributed to the Plan as a Pre-tax Savings Plan Contribution by way of a mistake of fact, it shall be refunded to the Company and shall thereafter be paid as promptly as practicable (subject, however, to the withholding of taxes and other amounts as though such amount were current compensation) by the Company to the Employee from whose Compensation such amount was obtained pursuant to a wage reduction agreement. SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS Company Wage Reduction Contributions shall be transferred by the Company to the Trustee as soon as practicable, but not less than monthly. All payments so made by the Company shall be reported to the Committee. All such contributions shall be appropriately credited to the Account of each Participant by the Trustee. SECTION 7. VETERANS Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and Continuous Credited Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. "Qualified military service" means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. SECTION 8. TRANSFER CONTRIBUTIONS The Trustee is authorized to accept on behalf of a Participant, and hold as part of a Participant's Account, assets from a trustee of another plan qualified under Section 401(a) of the Code, provided that such other plan permits such a transfer and provided that the Committee approves such transfer from such other plan. All amounts so transferred to a Participant's Account shall be referred to herein as "Transfer Contributions." SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature to the ESOP Feature. 15 ARTICLE IV COMPANY CONTRIBUTIONS SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS The Company shall contribute to the Trustee out of Current Earnings for that fiscal year or, at its discretion as set forth below out of its accumulated earnings, in cash or in its treasury or authorized but unissued Common Stock the value of which shall be computed at the applicable fair market value on the date of contribution by the Company, an amount equal to the lesser of: (a) Effective January 1, 2001, the aggregate of fifty percent (50%) of all Pre-Tax Savings Plan Contributions which represent up to four percent (4%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1); effective January 1, 2003 the aggregate of seventy-five percent (75%) of all Pre-Tax Savings Plan Contributions which represent up to four percent (4%) of each Participant's Compensation during such year, less any forfeitures (as defined in Article VIII, Section 1), or (b) an amount equal to fifteen percent (15%) of the Company's Current Earnings for such year in excess of ten percent (10%) of the stockholder's equity of the Company at the beginning of such year. The Company's Board of Directors may, at its discretion, waive the limitations in paragraph (b) above and contribute to the Trustee out of Current Earnings for that fiscal year or its accumulated earnings an amount not to exceed the limitations in paragraph (a) above. The Company will not match, nor allocate its contributions to, any portion of Pre-Tax Savings Plan Contributions which represent an amount in excess of four percent (4%) of a Participant's Compensation during each Plan Year. Company Contributions will be subject to the nondiscrimination test pursuant to Section 401(m)(2) of the Code. For any Plan Year the contribution percentage for eligible Highly Compensated Employees shall not exceed the greater of: (a) 125 percent of such percentage for all other Eligible Employees, or (b) the lesser of 200 percent of such percentage for all other Eligible Employees, or such percentage for all other Eligible Employees plus 2 percentage points. For nondiscrimination testing purposes, the multiple use rules pursuant to Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is required, Pre-Tax Savings Plan Contributions will be distributed as provided by Regulation Section 1.401(m)-2)(c). At any time corrections are required to either the nondiscrimination test or multiple use rules by distributing Pre-tax Savings Plan Contributions any related Company Contributions will also be distributed or forfeited to avoid discrimination. 16 SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS The Company shall contribute with respect to each Plan Year the aggregate of the Company Wage Reduction Contributions for such Plan Year, as determined pursuant to wage reduction agreements in force between the Company and Participants in the Plan. Company Wage Reduction Contributions shall be fully Vested and nonforfeitable at all times. SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS The Company Contributions for each fiscal year shall be allocated by the Trustee to each Participant's Account in proportion to fifty percent (50%), effective January 1, 2001, and seventy-five percent (75%), effective January 1, 2003, of each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up to an aggregate contribution thereof of four percent (4%) of a Participant's Compensation for such year. If a Participant or Designated Beneficiary becomes entitled to distribution of his/her Account under the Plan as a result of the Participant either retiring from the Company under one of its retirement programs (except a Deferred Vested Pension), suffering a Total and Permanent Disability or dying and Pre-Tax Savings Plan Contributions have been made on his/her behalf to which Company Contributions, if any, are allocated in the year in which such event (retirement, Total and Permanent Disability, or death) occurred, such Participant shall be entitled to share in the Company Contribution which it may make with respect to such year, as herein provided, as if such event had not occurred. There shall be directly and promptly allocated to the Pre-Tax Savings Plan Contributions subaccount of each Participant the Company Wage Reduction Contributions, as set forth in Section 2 hereof. Company Contributions will be allocated to the Participant only if the Participant is employed on the last day of the Plan Year, except in the case of retirement, Total and Permanent Disability or death. SECTION 4. REPORTING THE CONTRIBUTIONS The Company Contributions and Company Wage Reduction Contributions shall be reported to the Committee by the Company. SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS To the extent that the deductibility thereof is subsequently denied, each Company Contribution and each Company Wage Reduction Contribution made by the Company pursuant to the provisions of this Article IV hereof is hereby made expressly contingent upon the deductibility thereof for federal income tax purposes for the year with respect to which such contribution is made. Each such contribution is further contingent upon the maintenance of qualified status by the Plan for the year with respect to which such contribution is made, to the 17 extent that the loss of qualified status would deprive the Company of the deduction taken for such contribution. SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS All contributions made by the Company are made for the exclusive benefit of the Participants and their beneficiaries, and such contributions shall not be used for nor diverted to purposes other than for the exclusive benefit of the Participants and their beneficiaries, including the costs of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, refunds of Company Contributions shall be made to the Company under the following circumstances and subject to the following limitations, to the extent that such refunds do not, in themselves, deprive the Plan of its qualified status: (a) To the extent that a Federal income tax deduction is disallowed for any Company Contribution, the Trustee shall refund to the Company the amount so disallowed within one (1) year of the date of such disallowance. (b) In the case of a contribution, or for any Company Wage Reduction Contribution, which is made in whole or in part by reason of a mistake of fact, so much of the Company Contribution as is attributable to the mistake of fact shall be returnable to the Company upon demand, upon presentation of evidence of the mistake of fact to the Trustee and of calculations as to the impact of such mistake of fact. Demand and repayment must be effected within one (1) year after the last installment payment of the contribution to which the mistake applies. In the event that any refund of amounts contributed under Section 1 hereof is paid to the Company, such refund shall be made without interest and shall be deducted from among the Company Contributions subaccounts of Participants only to the extent that the amount of the refund can be identified to specific Participants (as in the case of certain mistakes of fact). Refunds of amounts contributed pursuant to Section 2 hereof (relating to contributions attributable to wage reduction) are treated at Section 6 of Article III. Notwithstanding any other provision of this Section 6, no refund shall be made to the Company which is specifically chargeable to the Account of any Participant in excess of one hundred percent (100%) of the amount in such Account, nor shall a refund be made by the Trustee of any funds, otherwise subject to refund hereunder, which have been distributed to Participants and/or beneficiaries. In the case that such distributions become refundable, the Company shall have a claim directly against the distributee to the extent of the refund to which it is entitled. All refunds pursuant to this Section 6 shall be limited in amount, circumstance and timing to the provisions of Section 403(c) of the Employee Retirement Income Security Act of 1974, as amended, and no such refund shall be made if, solely on account of such refund, the Plan would cease to be a qualified Plan pursuant to Section 401(a) of the Code. 18 SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS Each Company Contribution shall be sent to the Trustee as promptly as practicable following the determination of the amount thereof, and, in any event, on or before the date established by law (including any extension thereof) for the filing of the Company's federal income tax return for the taxable year with respect to which such Company Contribution is made. Contributions made pursuant to Section 2 hereof shall be made no later than the date specified in the preceding sentence, and shall be made at such earlier dates as may be practicable provided, however, that no wage reduction amount shall be held by the Company without contributing same to the Plan for a period longer than the longest period that is permissible under regulations published under Section 401(k) of the Code, and, in any event, amounts contributed under Section 2 hereof with respect to any Plan Year shall be deemed credited to the Pre-Tax Savings Plan Contributions subaccount of the Participant not later than the last day of such Year. SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE Effective January 1, 2002, when transmitted to the Plan pursuant to this Article IV, the Company Contributions and Company Wage Reduction Contributions shall be transmitted to and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article V, such contributions may be transferred later from the Non-ESOP Feature and ESOP Feature. 19 ARTICLE V INVESTMENT OF CONTRIBUTIONS SECTION 1. INVESTMENT OF FUNDS Except for Unvested Company Contributions and, subject to Section 4 of Article XVIII, ESOP Contributions, the amounts in a Participant's Account may be invested on behalf of such Participant in one or more of the following Investment Options, at the Participant's discretion: (a) Option A: Cash with Interest. - Cash will be invested in a fixed income account with a bank, insurance company, or an investment adviser registered under the Investment Advisers Act of 1940. (b) Option B: Mutual Fund(s). - Cash will be invested in one or more mutual funds approved by the Committee and made available to Participants. (c) Option C: A fund comprising a pooled account of Common Stock of the Company. The amounts credited to a Participant's Account from, subject to Section 4 of Article XVIII, the ESOP Contributions and Unvested Company Contributions shall be invested in the Common Stock fund. SECTION 2. INSTRUCTIONS TO THE TRUSTEE A Participant will instruct the Trustee in writing as to the manner in which his/her contributions in his/her Account, other than Company Contributions and ESOP Contributions, shall be invested in any one or more of the Investment Options in such proportions as he/she sees fit, except that the amounts so specified shall be in multiples of one percent (1%). A Participant may likewise instruct the Trustee with respect to the retention or investment of the Vested portion of the Company Contributions subaccount and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount allocated to his/her Account, subject to the same limitations as apply to the investment of the contributions in his/her Account other than Company Contributions. Investment instructions with respect to the contributions in his/her Account other than Company Contributions and ESOP Contributions, and with respect to the Vested portion of the Company Contributions and, subject to Section 4 of Article XVIII, the ESOP Contributions subaccount may be different, both as to the kind of investment and as to the relative amounts to be invested in such investments. Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the Unvested portion of the Company Contributions subaccount shall remain invested in the Common Stock fund. 20 SECTION 3. TRANSFER TO THE ESOP FEATURE Effective January 1, 2002, any amount of the Participant's Non-ESOP Account invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the contributions comprising such amounts invested in the Common Stock fund were made to the Plan. Notwithstanding the foregoing, any amount in a Participant's Account that is attributable to contributions made to the Plan prior to January 1, 2002 and that is invested in the Common Stock fund on December 31, 2001 shall be transferred to the Participant's ESOP Account effective as of January 1, 2002. SECTION 4. TRUSTEE OPTIONS The Trustee is authorized to purchase treasury or authorized but unissued Common Stock of and from the Company, if offered by it, at the applicable fair market value. SECTION 5. CHANGING OF INVESTMENTS As to the investment of future contributions with respect to which the Participant has investment discretion, the Participant shall have the right, at any time, but not more often than once daily, to instruct the Trustee to change the amounts to be invested in any Investment Option(s) for all his/her contributions. A Participant shall instruct the Trustee pursuant to this Section 5 with regard to the investment of any portion of the Participant's Account attributable to Transfer Contributions. Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of this Article V, any amount that the Participant chooses to invest in the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account on and after January 1, 2002, subject to transfer to the Participant's ESOP Account. Effective January 1, 2002, any such amount invested in the Common Stock fund shall transfer to the Participant's ESOP Account as of the first day of the Plan Year immediately succeeding the Plan Year in which the investments were changed into the Common Stock fund. On and after January 1, 2002, any amount that the Participant chooses to invest in any Investment Option(s) other than the Common Stock fund, pursuant to this Section 5, shall be held in the Participant's Non-ESOP Account. All such directions to sell or to redeem securities held in the Participant's Account or to reinvest the proceeds and all changed investment directions shall become effective during the Transaction Period, as such term is defined in Section 1 of Article XV. All such directions received and completed prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the close of the business day of receipt of such directions. All such directions received and completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business shall be effective as of the following day when both the Trustee and the New York Stock Exchange are open for business. 21 SECTION 6. EARNINGS FROM INVESTMENTS Except as provided in Section 6 of Article XVIII, earnings from the Investment Options shall be reinvested in the Investment Option producing such earnings. 22 SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS Any funds in the hands of the Trustee as to which the Participant has instructed the Trustee to invest in any given Investment Option but which temporarily remains uninvested may be held by the Trustee in cash. Shares of Common Stock shall be in full shares only, with no fractional shares being purchased or held. Amounts creditable to the Accounts of Participants which cannot be invested in the Investment Option selected because such amounts are insufficient to purchase a full share of Common Stock shall be temporarily held pursuant to this Section 6 as uninvested funds for the benefit of the Account to which such amount is allocable. SECTION 8. SELECTION OF INVESTMENT OPTION The selection of an Investment Option by a Participant will be entirely the responsibility of such Participant. Neither Trustee, the Committee, the Company, nor any of its personnel shall be empowered to advise a Participant as to the manner in which the amounts credited to any Account shall be invested. The fact that a security is available to Participants for investment under this Plan shall not be construed as a recommendation for the purchase of that security, nor shall the designation of any Investment Option impose any liability on the Trustee, the Committee, the Union, the Company, or any of its personnel. 23 ARTICLE VI VESTING OF CONTRIBUTIONS SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS A Participant shall have a nonforfeitable interest in his/her Account balance to the extent that it is attributable to contributions made by him/her or on his/her behalf including (but not limited to) Company Wage Reduction Contributions (but not including Company Contributions), at all times (subject to the terms and conditions of Articles IX and XI), and in all assets in his/her Account attributable thereto. SECTION 2. Vesting of Company Contributions and ESOP Contributions Company Contributions and ESOP Contributions, if any, shall become Vested to the Participant on the date such Participant completes five (5) years of Continuous Credited Service (Article II, Section 2). For Participants with five (5) or more years of Continuous Credited Service, Company Contributions and ESOP Contributions will become Vested immediately upon being placed in his/her Account. Notwithstanding the foregoing, a Participant shall at all times be Vested in any earnings and dividends paid on the investments of Unvested Company Contributions and ESOP Contributions held in the Participant's Account. Full one hundred percent (100%) vesting shall also occur upon attainment of the Participant's Normal Retirement Date. Should a Participant terminate participation in the Plan by reason of any of the following, all Company Contributions and ESOP Contributions will become one hundred percent (100%) Vested to the Participant: (a) Total and Permanent Disability (b) Death (c) Termination of the Plan, (or partial termination of the Plan if the Participant is affected thereby), or (d) Complete and final discontinuance of Company Contributions. If a Participant terminates employment at a time when his/her Company Contributions and ESOP Contributions are Unvested, such Unvested contributions shall be forfeited upon the earlier of (i) the distribution to the Participant of the Vested portion of his/her Account or (ii) the close of five consecutive Severance Periods after such termination of employment. SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS A Participant who has restored previously forfeited ESOP Contributions or Company Contributions (as described in Section 7 of Article XI) shall have these restored ESOP Contributions and Company Contributions vest provided restoration is made prior to the attainment of five (5) years Continuous Credited Service by the Participant. 24 ARTICLE VII SUSPENSION OF PARTICIPATION SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER In the event that a Participant is transferred to a job with the Company which renders such Participant ineligible to participate actively in this Plan, then, in such event, such Participant's Active Participation shall be deemed to be suspended. However, during the period of suspension the Participant's Account shall continue to be vested as if no suspension had occurred. Such suspension shall remain in effect until: (a) the Participant is transferred to a job whereby he/she would be re-eligible to be an active Participant in the Plan, or (b) a termination occurs pursuant to Article XI of the Plan. 25 ARTICLE VIII APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED SECTION 1. APPLICATION OF FORFEITURES All Company Contributions and ESOP Contributions forfeited in accordance with Article VI, Section 2 shall be used to reduce the Company's subsequent contributions to the Plan. However, such forfeited Company Contributions and ESOP Contributions will be restored to the Participant's Account should the Participant exercise restoration rights as defined in Section 7 of Article XI. In the event that the Plan is terminated, any forfeitures not previously applied to reduce Company Contributions shall be credited (on the basis of each individual Participant's current year Compensation as a ratio to the total current year Compensation of all Participants) to the Accounts of all Participants entitled to share in the allocation of Company Contributions at the time of such termination. SECTION 2. TREATMENT OF FORFEITED SECURITIES Forfeited securities shall be converted to cash and be invested by the Trustee; such cash shall be applied to the reduction of the next contribution by the Company. Upon forfeiture of a portion of the Company Contributions or ESOP Contributions, the Trustee shall sell such amount of the securities allocated to the Participant's Account as may be necessary to effect the forfeiture. 26 ARTICLE IX WITHDRAWAL OF CONTRIBUTIONS SECTION 1. WITHDRAWAL EVENTS No amount may be withdrawn by a Participant from Company Wage Reduction Contributions, Company Contributions or ESOP Contributions earlier than the occurrence of hardship (see Section 2 below) or one of the following events: (a) the Participant's retirement, death, Total and Permanent Disability, or termination of Employee status; (b) termination of the Plan without establishment of a successor plan; (c) the Participant's attainment of age 59 1/2; (d) the sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation; (e) the sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. (f) An Eligible Rollover Distribution by a Distributee to an Eligible Retirement Plan in accordance with the provisions of Article XI, Section 6. SECTION 2. HARDSHIP WITHDRAWALS If a Participant requests a hardship withdrawal prior to the occurrence of an event in Section 1 above, such request will require the consent of the Committee and such consent shall be given only if, under uniform rules, the Committee determines that (a) the purpose of the withdrawal is to meet immediate and heavy financial needs of the Participant, (b) the amount does not exceed such financial need, and (c) the amount of the withdrawal is not immediately available from the resources of the Participant. A withdrawal made on account of hardship must be made first, from Company Contributions and earnings (if Vested) and then only from Company Wage Reduction Contributions of the Participant, and not from earnings credited thereto. 27 Employees who make a hardship withdrawal may not make elective contributions for the tax year following the tax year of distribution, greater than the Code Section 402(g) limit minus the elective contributions for the year of distribution. SECTION 3. FREQUENCY OF WITHDRAWALS. Except for distribution at retirement, disability, or death, [Article XI, Section 2(b)], withdrawals may not be made more frequently than once in any twelve (12) month period. 28 ARTICLE X DESIGNATION OF BENEFICIARY Each Participant must file with the Committee a written designation of a Designated Beneficiary or Beneficiaries in the form prescribed by the Committee with respect to all or part of the securities and cash held for the account of such Participant. Such Designated Beneficiary shall be a Participant's spouse or, if he/she has no spouse or his/her spouse consents (in the manner hereinafter described in this Article) to the designation hereinafter provided for in this Article, such person or persons other than, or in addition to, his/her spouse as may be designated by a Participant as his/her death beneficiary under the Plan. Such a designation may be made, revoked or changed only by an instrument (in form acceptable to the Committee) which is signed by the Participant, which includes his/her spouse's written consent to the action to be taken pursuant to such instrument (unless such action results in the spouse being named as the Participant's sole Beneficiary), and which is filed with the Committee before the Participant's death. A spouse's consent required by this Article shall be signed by the spouse, shall acknowledge the effect of such consent, shall be witnessed by a member of the Committee or by a notary public and shall be effective only with respect to such spouse. At any time when all the persons designated by the Participant as his/her Designated Beneficiary have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or, if he/she does not then have a spouse, the Participant's estate. If a Participant has no spouse and he/she has not made an effective Beneficiary designation pursuant to this Article, his/her Designated Beneficiary shall be his/her estate. 29 ARTICLE XI DISTRIBUTION OF CONTRIBUTIONS SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS Subject to the provisions of Section 3 of this Article, distributions may be made to a Participant or the Designated Beneficiary, as the case may be, upon the occurrence of the following stated events: (a) Termination of a Participant's participation in the Plan, or cessation of the Participant's right to share in the allocation of the Company Contributions or ESOP Contributions made to the Plan (other than a temporary cessation on account of a temporary suspension of Participant contributions), or (b) Termination of the Plan without establishment of a successor plan, or (c) The sale or other disposition by the Company to an unrelated corporation, which does not maintain the Plan, of substantially all of the assets used in a trade or business, but only with respect to employees who continue employment with the acquiring corporation, or (d) The sale or other disposition by the Company of its interest in a subsidiary to an unrelated entity which does not maintain the Plan, but only with respect to employees who continue employment with the subsidiary. Effective as of January 1, 1998, if the present value of any nonforfeitable accrued benefit, at the time of distribution or at the time of any subsequent distribution, exceeds $5,000 such benefit may not be immediately distributed without the consent of the Participant. SECTION 2. Termination of a Participant's Active Participation in the Plan A Participant's Active Participation in the Plan will be terminated if he/she: (a) Voluntarily elects to cease contributions to the Plan, (b) Terminates employment from the Company voluntarily or involuntarily, (c) Retires from the Company under one of its retirement programs, (d) Suffers a Total and Permanent Disability, (e) Dies. (f) Becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan. 30 SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS If a Participant terminates employment with the Company, either voluntarily or involuntarily, before the Company Contributions or ESOP Contributions are Vested, the Participant will receive the then current market value of the larger of: (a) the Participant's Pre-Tax Savings Plan Contributions, plus all earnings (not to exceed the current market value of the entire Account), or (b) the current market value of the entire Account less the Unvested Company Contributions and Unvested ESOP Contributions. If a Participant, who remains an employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan before any of the Company Contributions or ESOP Contributions are Vested, he/she will receive the amount described above in this Section 3, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Subject to Article XI, Section 1, if a Participant terminates employment with the Company after Company Contributions and ESOP Contributions are Vested, the Participant will receive the then current market value of the entire Account when he/she elects to make a voluntary withdrawal. If a Participant, who remains an Employee of the Company but is not at least age 59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions and ESOP Contributions are Vested, or remains in a job whereby he/she is ineligible to be an active Participant in the Plan, he/she will receive the amount described above in this Section 4, less the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon attainment of age 59 1/2, receive the then current market value of his/her Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains employed by the Company and who has attained age 59 1/2, voluntarily elects to withdraw from the Plan after he/she becomes Vested in Company Contributions and ESOP Contributions credited to his/her Account, he/she will receive the entire amount described in this Section 4 as if he/she had terminated employment with the Company. SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY If a Participant dies, retires or suffers a Total and Permanent Disability, the Participant or Designated Beneficiary will receive the then current market value of his/her Account. Distribution will not occur upon retirement or Total and Permanent Disability in the event a Participant elects to defer the commencement of distribution in accordance with Section 6 of this Article. 31 SECTION 6. DISTRIBUTION OF ACCOUNTS (a) Form of Distribution of Accounts to a Participant During His/Her Lifetime: If a Participant terminates participation in the Plan, due to a separation from service or, if earlier, age 59 1/2, distribution shall be made, subject to other limitations of this Plan, by one of the following methods as he/she shall elect: (1) Payment in cash, or (2) If the Participant has selected one or more of the Investment Options: (i) payment in cash, (ii) payment in securities held for the Participant's Account, or (iii) a combination of (i) and (ii) above at the option of the Participant. (b) Distribution of Cash and/or Securities Distribution of cash and/or securities to a Participant who either (i) retires from the Company under one of its retirement programs, (ii) suffers a Total and Permanent Disability, or (iii) dies, or (iv) becomes Vested in all Company Contributions and ESOP Contributions in his/her Account and remains in a job whereby he/she is ineligible to be an active Participant in the Plan, shall be made, at the Participant's or Designated Beneficiary's option, in one of the following forms: (1) A single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan, (2) Two (2) installment distributions, with the first installment to be at least fifty percent (50%) of the Participant's Account balance (as determined in Section 3, 4 or 5 of this Article) and to begin within ninety (90) days from the date the Participant terminated participation in this Plan, and the second and final installment to include the remainder of the Account balance and to be received within twenty-four (24) months after the date the Participant terminated participation in this Plan. (3) For events described in Section 1(c) or 1(d) of this Article, distribution will be made in a lump sum as provided by Section 401(k)(10) of the Code. Distribution of cash and/or securities to a Participant who voluntarily elects to withdraw from the Plan or terminates employment from the Company, voluntarily or involuntarily, shall be made in a single distribution to be received within ninety (90) days from the date the Participant terminated participation in the Plan. 32 Notwithstanding the foregoing, a Participant who retires from the Company under one of its retirement programs (except a deferred vested pension) may elect to defer the commencement of distribution and remain a Participant in this Plan until no later than April 1 of the calendar year following the calendar year in which he/she attains age 70-1/2. Should the Participant fail to select a form of distribution as previously described, the final distribution will be made in a single distribution as described in Section 6(b)(1) of this Article, in the form of the Investment Option(s) then in the Account. If a Participant should die before (all) distribution(s) has (have) been made, such distribution(s) shall be made to the Designated Beneficiary. (c) Distribution in Case of the Death of a Participant While an Employee In the event of the death of a Participant while an Employee, distribution shall be made in accordance with Article X. Each Designated Beneficiary shall make an appropriate election as provided in Section 6(b) of this Article. If the Designated Beneficiary should die before the final distribution has been made then such final distribution shall be made to the legally appointed representative(s) of the Designated Beneficiary. (d) Direct Rollover of Eligible Rollover Distributions This subsection 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 subsection, a Distributee, as defined under paragraph (1)(iii) of this subsection, may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an Eligible Rollover Distribution, as defined under paragraph (1)(i) of this subsection, paid directly to an Eligible Retirement Plan, as defined under paragraph (1)(ii) of this subsection, specified by the Distributee in a Direct Rollover, as defined under paragraph (1)(iv) of this subsection. (1) Definitions (i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, the portion of any distribution that is not includible in gross income, such other amounts specified in 33 Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and, effective January 1, 1999, any "hardship" distribution (as defined in Code Section 401(k)). (ii) 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. (iii) Distributee: A Distributee includes a Participant or the Participant's surviving spouse or Participant's former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code. (iv) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. (e) Miscellaneous Provisions Relating to Distributions Any distribution to which a Participant or the Designated Beneficiary may be entitled shall have deducted therefrom all incident expenses and/or taxes. The Committee shall be notified upon forms prescribed by it as to all actions which are to be taken under this Section by a Participant or Designated Beneficiary. The Trustee shall be notified in writing by the Committee concerning any action required by the Trustee to be taken under this Section. Unless the Participant elects otherwise, in no event shall any retirement, death, or disability benefit commence later than the sixtieth (60th) day after the latest of the close of the Plan Year in which (1) occurs the date on which the Participant attains the earlier of age 65 or the normal retirement age specified hereunder (if other than 65) (whether or not by reason of reference to the Company's retirement programs), (2) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan, or (3) the Participant terminates service with the Company. (f) Provision Pursuant to Code Section 401(a)(9) 34 All distributions required under this Article XI shall be determined and made in accordance with the proposed regulations under Code Section 401(a)(9) including the minimum distribution incidental benefit requirement of section 1.401(a)(9)-2 of the proposed regulations, as may be amended or promulgated from time to time. (1) Notwithstanding any other provision of the Plan, for individuals who are five percent (5%) owners (as defined in Section 416 of the Code) or who attain age seventy and one-half (70 1/2) in Plan Years prior to 2003, the entire interest of each such Participant under the Plan shall be distributed, commencing not later than April 1 of the calendar year following the calendar year in which he/she attains age seventy and one-half (70 1/2). For individuals who are not five percent (5%) owners (as defined in Section 416 of the Code) and who attain age seventy and one-half (70 1/2) in Plan Years after 2002, the entire interest of each such Participant in the Plan shall be distributed to him/her by April 1 of the calendar year following the later of either: (i) the calendar year in which the Employee attains age seventy and one-half (70 1/2), or (ii) the calendar year in which the Employee retires. Such distribution shall be (1) in accordance with regulations prescribed by the Secretary of the Treasury, over the life of such Participant and his/her Designated Beneficiary, or (2) in accordance with such regulations, over a period not extending beyond the life expectancy of such Participant or the life expectancy of such Participant and his/her Designated Beneficiary. (2) If distribution of a Participant's interest under the Plan has begun in accordance with paragraph (1) of this subsection and such Participant dies before his/her entire interest has been distributed to him/her, the remaining portion of such interest shall be distributed to his/her Designated Beneficiary at least as rapidly as under the method of distribution being used under such paragraph (1) as of the date of his/her death. (3) If a Participant dies before the distribution of his/her interest under the Plan has begun in accordance with paragraph (1) of this subsection, the entire interest of the Participant shall be distributed to his/her Designated Beneficiary within five (5) years after such Participant's death; provided, however, that such five-year rule shall not be applicable to any portion of the Participant's interest under the Plan which is payable to any individual designated by the Participant as his/her Designated Beneficiary if: 35 (i) such portion will be distributed (in accordance with regulations prescribed by the Secretary of the Treasury) over the life of such Designated Beneficiary, and (ii) such distributions to such Designated Beneficiary begin not later than one year after the date of the Participant's death or such later date as the Secretary of the Treasury may by regulations prescribe or, if such Designated Beneficiary is the Participant's surviving spouse, not later than the date on which the Participant would have attained age 70-1/2. (4) If the Participant's surviving spouse is his/her Designated Beneficiary and such spouse dies before the distributions to such spouse begin, paragraph (3) shall be applied as if the surviving spouse were the Participant. (5) Under regulations prescribed by the Secretary of the Treasury, for purposes of this subsection, any amount paid to a child shall be treated as if it had been paid to the surviving spouse if such amount will become payable to the surviving spouse upon such child reaching majority (or other designated event permitted under such regulations). SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS Each Participant who has forfeited any Company Contributions or ESOP Contributions has the right to gain restoration of the forfeited Company Contributions and ESOP Contributions. A Participant who (i) terminates participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of the third paragraph of Section 2 of Article VI and (iv) subsequently becomes rehired by the Controlled Group, will have the right within the earlier of (1) five (5) years after re-employment or (2) the close of five (5) consecutive Severance Periods commencing after the date of distribution, to restore to the Account the dollar value of the previously forfeited Company Contributions and ESOP Contributions by contributing back to the Account the total lump sum amount (dollar value as of the date of distribution) of the distribution which caused the forfeiture. SECTION 8. DETERMINATION OF VALUE Determinations of value hereunder shall be made pursuant to an annual valuation by the Trustee at the fair market value as of the close of business on the annual valuation date to be established by the Trustee. If no such date is established, the annual valuation date shall be the last day of the Plan Year. Interim valuations, or partial valuations of one or more of the investment funds, may occur upon the direction of the Committee. The then current value of a Participant's Account, or any part thereof, as of any date, shall be determined by reference to the valuation (whether or not the annual valuation) coincident with or last preceding the date as of which such Account is to be valued. 36 ARTICLE XII MAXIMUM CONTRIBUTION LIMITATION SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c) (a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $30,000 (as adjusted, effective January 1, 1995, pursuant to Section 415(d) of the Code) or (ii) twenty-five percent (25%) of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limitation in (a)(ii) above shall not apply to amounts treated as Annual Additions under Sections 415(l)(1) or 419A(f)(2) of the Code. The term "annual addition" means the amount allocated to a Participant's Account during the limitation year (as hereinafter defined) that constitutes: 1. Forfeitures; 2. all Employee contributions; 3. amounts allocated to an individual medical account, as defined in section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Company are treated as annual additions to a defined contribution plan. Also amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Company are treated as annual additions to a defined contribution plan; and 4. all Company Contributions Any amount which may be excluded from the computation of annual additions under Treas. Reg. 1.415-6 shall be excluded from such computation. In addition, all defined contribution plans of the Company, terminated or not, shall, for purposes of these limitations, be considered as one Plan. (b) LIMITATION YEAR: For purposes of determining "annual additions", the Limitation Year shall be the Plan Year. (c) In the case of a group of Companies which constitutes a controlled group of corporations (as defined in Section 1563(a) of the Code), all such Companies shall be considered a single Company or employer for purposes of applying the limitation of Section 415 of the Code. (d) COMPENSATION. For purposes of this Section 1, Compensation shall mean compensation within the meaning of Section 415(c)(3) of the Code and the 37 regulations thereunder. For limitation years beginning on and after January 1, 2001, for purposes of applying the limitations described in this section, compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of Section 132(f)(4) of the Code. (e) ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant's Compensation, or under other facts and circumstances provided for under Treasury Regulation 1.415- 6(b)(6), the annual addition to a Participant would exceed the maximum provided in this Section 1, the administrator shall return any voluntary Participant contributions credited for the Limitation Year to the extent the return would reduce the excess amounts in the Participant's Accounts; to the extent excess amounts continue to exist, the excess amounts shall be allocated and reallocated to other Participants in the Plan. However, if such allocation or reallocation of the excess amounts causes the limitations of Section 415 to be exceeded with respect to each Plan Participant for the Limitation Year, then such amounts shall be held unallocated in a suspense account (the "Section 415 Suspense Account"). If a Section 415 Suspense Account is in existence at any time during a particular Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the Section 415 Suspense Account shall be allocated and reallocated (subject to the limitations of Section 415) before any contributions by the Company which would constitute annual additions may be made to the Plan for that Limitation Year. The Section 415 Suspense Account shall not share in any earnings or losses of the Trust Fund. SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE This Section 2 shall not apply after December 31, 1999. (a) Except as otherwise provided in Section 415(e) of the Code, in any case in which an individual is a participant in both a defined benefit plan and a defined contribution plan maintained by the Affiliated Group, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Plan Year commencing on or after the Effective Date shall not exceed 1. For purposes of the preceding sentence, (1) the defined benefit plan fraction for any Plan Year is a fraction (i) the numerator of which is the projected annual benefit of the participant under the plan (determined as of the close of the Plan Year), and (ii) the denominator of which is the lesser of (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for such Year, or (B) the product of 1.4, multiplied by the amount which may be taken into account under Section 415(b)(l)(B) of the Code with respect to such participant under the plan for such Year; and 38 (2) the defined contribution plan fraction for any Plan Year is a fraction (i) the numerator of which is the sum of the annual additions to the participant's account as of the close of the Plan Year and for all prior Plan Years, and (ii) the denominator of which is the sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year of service with the Affiliated Group; (A) the product of 1.25, multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for such Plan Year, or (B) the product of 1.4, multiplied by the amount which maybe taken into account under Section-415(c)(1)(B) of the Code with respect to such participant under such plan for such Plan Year. (b) Such reductions as are necessary to comply with the limitations of this Section with respect to a Participant in this Plan shall be made in his/her accrued benefit in accordance with applicable law; provided, however, that reductions shall first be made in accrued benefits in accordance with the provisions of any defined contribution plan of a controlled group member in which the Participant also participates prior to reduction in annual additions pursuant to a defined benefit plan, and to that end the Company shall reduce such accrued benefits to the extent necessary so that the defined contribution fraction set forth in Subsection (a) (1) of this Section is reduced so that such limitations are not exceeded, and reduction of annual additions shall then be made in accordance with the provisions of this Plan as are necessary to comply with the limitations of this Section. SECTION 3. ANTI-DISCRIMINATION TEST Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of a Participant shall be limited, to the extent necessary to satisfy the anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan Year the Average Actual Deferral Percentage for the Highly Compensated Employees with respect to any Plan Year shall not exceed the greater of (a) or (b): (a) The average Actual Deferral Percentage for the Eligible Employees who are Non- Highly Compensated Employees for the Plan Year multiplied by 1.25, or (b) The Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees multiplied by 2; provided, however, that the Average Actual Deferral Percentage for the Highly Compensated Employees may not exceed the Actual Deferral Percentage for the Eligible Employees who are Non-Highly Compensated Employees by more than two (2) percentage points (or such lesser amount as determined by the Secretary of Treasury). If, at any time during a Plan Year, the Actual Deferral Percentage for the Highly Compensated Employees exceeds or is reasonably expected by the Committee to exceed the 39 greater of (a) or (b) above, then the Committee, in its sole and absolute discretion, shall distribute the Excess Contributions (as hereinafter defined) and income allocable to the contributions to the Highly Compensated Employees on whose behalf such Excess Contributions were made. For purposes of this Section 3, Excess Contributions shall mean the amount determined pursuant to Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall be reduced, as determined by Secretary of the Treasury, by the amount of any Excess Deferrals which are distributed to the Participant pursuant to Section 1 of Article III. Any distribution of the Excess Contributions shall be made to each Highly Compensated Employee based on his respective portion of the Excess Contributions by reducing the amount of Pre-Tax Savings Plan Contributions actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings Plan Contribution is the greatest of the Highly Compensated Employees until such Participant's Pre-Tax Savings Plan Contribution is equal to the Actual Deferral Percentage of the Highly Compensated Employees whose Pre-Tax Savings Plan Contribution is the second greatest and continuing to prospectively reduce the amount of Company Contributions to be paid over to the Trust on behalf of the Highly Compensated Employees in a like manner until the Pre-Tax Savings Plan Contribution of the Highly Compensated Employees equals (by rounding up) for the Plan Year the greater of (a) or (b) above. The income allocable to a Participant's Excess Contributions shall be determined by multiplying the income allocable to the Participant's Pre-tax Savings Plan Contribution by a fraction, the numerator of which is the Participant's Excess Contribution and the denominator of which is the Participant's balance in his Company Wage Reduction Contribution Account as of the last day of the Plan Year. The Excess Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the amount of Excess Deferrals distributed to the Participant; shall, if there is a loss allocable to the Excess Contributions, in no event be less than the lesser of the Participant's Accounts under the Plan or the Participant's Company Wage Reduction Contribution for the Plan Year. Amounts distributed under this Section 3 shall be treated as a reduction in the amount of Compensation to be reduced pursuant to Section 1 of Article III by each Participant. In calculating the actual deferral percentage for purposes of section 401(k), the actual deferral ratio of a Highly Compensated Employee will be determined by treating all cash or deferred arrangements under which the Highly Compensated Employee is eligible (other than those that may not be permissively aggregated) as a single arrangement. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee who is one of the ten most Highly Compensated Employees and is thereby subject to the family aggregation rules of section 414(q)(6), the actual deferral ratio (ADR) for the family group (which is treated as one Highly Compensated Employee) is the ADR determined by combining the elective contributions, compensation and amounts treated as elective contributions of all eligible family members. Except to the extent taken into account in the preceding sentence, the elective contributions, compensation, and amounts treated as elective contributions 40 of all family members are disregarded in determining the Actual Deferral Percentages for the groups of Highly Compensated Employees and nonhighly compensated employees. This paragraph shall apply until January 1, 1997. In the case of a Highly Compensated Employee whose ADR is determined under the family aggregation rules, the determination of the amount of excess contributions shall be made as follows: The ADR is reduced in accordance with the "leveling" method described in section 1.401(k)-1(f)(2) of the regulations and the excess contributions are allocated among the family members in proportion to the contributions of each family member that have been combined. Failure to correct Excess Contributions by the close of the Plan Year following the Plan Year for which they were made will cause the Plan to fail to satisfy the requirements of Code Section 401(k)(3) for the Plan Year for which the Excess Contributions were made and for all subsequent years they remain in the Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the amount of Excess Contributions unless they are corrected within two and one-half (2 1/2) months after the close of the Plan Year for which they were made. To the extent required by the Code and Treasury Regulations, the limitations set forth in Section 2 shall be applied separately to each of the Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying this Section 3 for any Plan Year in which (a) the ESOP Feature is maintained, and (b) the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are not satisfied a single Actual Deferral Percentage will be calculated for the group of eligible Employees who are Highly Compensated Employees and a single Actual Deferral Percentage will be calculated for the group of Eligible Employees who are Non-Highly Compensated Employees for the Plan Year, notwithstanding the existence of the ESOP portion of the Plan and the disaggregation rules of Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Pre-Tax Savings Plan Contributions that are invested in Common Stock) and such account is not part of the ESOP, and all Company Contributions made in such Plan Year are allocated to the Company Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year (including any Company Contributions that are invested in Common Stock) and such account is not part of the ESOP. 41 ARTICLE XIII RESERVED 42 ARTICLE XIV ADMINISTRATION OF THE PLAN SECTION 1. SAVINGS PLAN COMMITTEE The Plan shall be administered by the Defined Contribution Plan Committee which shall be appointed by the Board of Directors of the Company. The Committee shall consist of at least three (3) members who shall be designated from time to time by the Board of Directors of the Company, and shall act by at least a majority of members. The Committee, by a majority vote of its members, shall appoint a plan administrator, chairman and secretary. The plan administrator as appointed by the Committee shall be the "Named Fiduciary" of the Plan with respect to administrative matters, and the Trustee shall be the "Named Fiduciary" with respect to the handling of Plan assets. The Board of Directors shall, from time to time, notify the Trustee of the number and the identity of the members of the Committee and the Trustee shall be entitled to rely upon such notices. SECTION 2. Administration of the Plan by the Committee The Committee shall adopt such uniform and nondiscriminatory administrative regulations under the Plan as it shall deem to be necessary or appropriate for the efficient administration of the Plan. The Committee shall have sole and absolute discretion to interpret the provisions of the Plan or Trust Agreement (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan or Trust Agreement), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants and other persons, to decide disputes arising under the Plan and to make any determinations and factual and other findings with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (a) to resolve questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Participant; (b) to determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and 43 (c) to conduct the review procedure specified in Section 3(g) of this Article. The Committee shall have full power and authority to administer the Plan and to interpret its provisions, and its interpretations shall be final and binding upon the Company, its personnel, the Union, the Trustee and all other parties in interest, subject to the provisions of Section 3 of this Article. SECTION 3. Fiduciary Provisions (a) Named Fiduciaries Among the named fiduciaries under the Plan shall be the Company, and the Trustee, investment advisors or insurance companies, each of which shall have such powers, duties, responsibilities and authority as shall be specified in the Plan or trust agreement entered into for the purpose of managing the Trust Fund, subject to any delegation thereof as provided in the Plan or such trust agreement. Any other person, entity, committee, board, department, office, or identifiable part of any legal entity may be designated by the Company as a named fiduciary by an instrument signed by the Company, delivered to such designated named fiduciary and to the Trustee and accepted in writing by the designated named fiduciary. Any such designation may be terminated at any time by the Company or by such named fiduciary by written notice delivered to the other of them and to the Trustee. (b) Liability of Fiduciaries To the extent permitted by law, (1) neither the Company nor any director, officer, or Employee shall be personally liable upon any contract or other instrument made or executed by him/her or it or in his/her or its behalf in the administration of the Plan or the Trust Fund; (2) neither the Company nor any director, officer, or Employee who is a fiduciary shall be liable for the neglect, omission or wrongdoing of any other fiduciary; (3) the Company, person, committee or board and each member thereof to whom the Company delegates (or the Plan or trust agreement assigns) any duty with respect to the Plan or Trust Fund, may rely and shall be fully entitled to act upon the advice of counsel, who may be of counsel for the Company, and upon the opinion, certificate, valuation, report, recommendation or determination of an actuary appointed by the Company to assist in the operation of the Plan; (4) the Company and each director, officer, or Employee who is a fiduciary shall be solely responsible for his/her own acts or omissions; and (5) if any responsibility of the Company or of a director, officer, or Employee who is a fiduciary is allocated to any other person or if a person is designated to carry out any responsibility in accordance with the provisions of the Plan or trust agreement, then such fiduciary shall not be responsible for any act or omission of such person in carrying out such responsibility. 44 (c) Delegation of Fiduciary Duties The Company may delegate to any person, entity, committee, board, department, office, or identifiable part of any legal entity any one or more powers, functions, duties or responsibilities with respect to the Plan or the Trust Fund, provided that no such power, function, duty or responsibility which is assigned to a fiduciary (other than the Company) pursuant to some other Section of the Plan or the trust agreement shall be so delegated without the written consent of such fiduciary. Any delegation pursuant to the preceding provisions: (1) shall be signed by the Company and be delivered to and accepted in writing by the delegate, (2) shall contain such provisions and conditions relating to such delegation as the Company deems appropriate, (3) may be amended from time to time by written agreement signed on behalf of the Company and the delegate and (4) may be revoked (in whole or in part) at any time by written notice from the Company delivered to the delegate or from the delegate to the Company. (d) Personal Liability of Non-Fiduciaries Except for gross neglect or malfeasance, no non-fiduciary officers, directors or Employees of the Company shall be personally liable for acts done hereunder or related hereto, or for the making, retention or sale of any contract or contracts made as herein provided, or for the failure to invest or reinvest any funds or for any loss to or diminution of the Trust Fund, nor shall any of them be personally liable for or answerable to any Participant or any other person in connection with any exercise of discretion under the terms of this instrument relating to the payment or non-payment of benefits. (e) Defense of Fiduciaries and Non-Fiduciaries The Company shall, at its expense, defend or provide for the defense of any or all fiduciary or non-fiduciary officers, directors or employees of the Company against any such claims, allegations, suits, or charges relating to or incidental to the above matter, and shall continue to do so in any given cases, unless and until it shall clearly appear that gross neglect or malfeasance is involved in any such particular case. (f) Claims for Benefits Claims for benefits from this Plan shall be submitted to the designated representative of the Committee on such forms as may be designated by the Committee. (g) Appeals Procedure 45 Upon the denial of any form of benefit, either partial or total, the Participant or Designated Beneficiary shall have the right to receive from the Committee a written notice stating: (1) The specific reason for denial, (2) The pertinent Section of the Plan on which the denial was based, (3) Other information the Committee may feel necessary to explain the denial, and (4) An explanation of the claims review procedure. The Participant, Designated Beneficiary or a duly authorized representative, may, within ninety (90) days of such denial, file with the Plan Administrator an appeal for review of denial of benefits. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. The Participant, Designated Beneficiary or duly authorized representative shall have the right to examine all pertinent documents relating to the original denial within sixty (60) days of the filing date of such appeal, the Committee shall review such appeal and provide the Participant a decision as to denial or approval. Such decision shall be in writing and shall cover all pertinent facts considered in making the decision. SECTION 4. ACTION BY THE COMPANY Any action by the Company under this Plan shall be made pursuant to authorization of its Board of Directors. SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS The Trustee and the Committee may, by agreement in writing, arrange for the delegation by the Trustee to the Company of any of the functions of the Trustee, except the custody and distribution of assets, the voting of Common Stock held by the Trustee, and the purchase and sale or redemption of securities. SECTION 6. DUTIES OF THE TRUSTEE The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions. The Trustee shall annually, following the close of each Plan Year, revalue and adjust each Participant's Account at its current market value at the end of the Plan Year. The Trustee shall furnish at least annually to each Participant a statement showing the status of his/her Account under the Plan. This statement shall be deemed to have been accepted 46 as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after its mailing or delivery (if distribution is other than by mail) to a Participant. SECTION 7. ACCOUNTS OF THE TRUSTEE The annual financial statement of the Plan shall be audited annually by auditors selected by the Company. SECTION 8. RECORDS The records of the Trustee, Committee and the Company shall be conclusive with respect to all matters involved in the administration of this Plan. SECTION 9. VOTING OF COMMON STOCK (a) Each Participant shall have the right to direct the Trustee as to the manner in which voting rights with respect to shares of Common Stock held in the Participant's Account shall be exercised. (b) In order to implement the voting rights granted in this Section, the Company shall furnish to the Trustee such information as will be distributed to shareholders of the Company in connection with each such vote and a form for the use by Participants in directing the Trustee as to the manner in which voting rights shall be exercised (the "Documents"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Documents as soon as practicable following the furnishing of the Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the voting of the shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be voted. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be voted. (c) In the absence of written direction from a Participant in accordance with Section 9(b) of this Article, the Trustee shall vote all shares of Common Stock held in such Participant's Account in the same manner in which the Trustee is directed by Participants, pursuant to Section 9(b) of this Article, to vote the majority of the aggregate shares of Common Stock held in such Participants' Accounts unless the Trustee is required, by ERISA, to vote the stock in a different manner. 47 (d) The right granted to each Participant pursuant to this Section 9 to direct the manner in which shares of Common Stock allocated to such Participant's Account are voted, and the provisions instructing the Trustee regarding the manner in which voting rights with respect to such shares shall be exercised in the absence of written directions from a Participant, shall include the manner in which the rights with respect to corporate action by shareholder consent is exercised. (e) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 9 in the event of the death of such Participant. SECTION 10. NOTICES All notices, reports and statements given, made, delivered or transmitted to a Participant shall be duly given, made, delivered or transmitted as the Committee may deem appropriate. All directions, notices and other communications from Participants to the Committee shall be in such form as may be prescribed by the Committee. Such written directions, notices and other communications shall be mailed by first class mail or delivered to the secretary of the Committee and shall be deemed to have been given when received by the secretary or his/her duly authorized representative. SECTION 11. COSTS AND EXPENSES Except as provided in Article XV Section 3 with respect to transaction expenses, all costs and expenses incurred in the administration of the Plan shall be paid by the Company; provided, however, that any taxes which may be imposed on the income or the assets of the trust shall be paid out of the assets in the hands of the Trustee and shall be charged ratably against the Accounts of the Participants. Notwithstanding the foregoing, any taxes incurred by reason of specific investments or transactions shall be charged against those Accounts of the Participants which were involved in such investments or transactions on the basis of the respective interests of such Accounts in the investments or transactions generating such tax liability. SECTION 12. MISCELLANEOUS (a) Construction Of Agreement The Plan shall be governed by and construed in accordance with the laws of the State of Ohio, to the extent those laws have not been superseded by Federal law (which shall otherwise apply). (b) Participant's Rights Participation in the Plan by a Participant shall in no way affect any of the Company's rights as contained in the Basic Labor Agreement between the Company and the Union. 48 (c) Headings The headings and captions contained in this document are for convenience of reference only, and are not deemed to constitute a part of the Plan. (d) Against Public Policy Should any provision (or part of any provision) of this Plan be determined by a court of competent jurisdiction to be contrary to law or unenforceable as a matter of public policy, such provision shall be considered severable, and this Plan shall be considered not to include the provision in issue. The Plan shall be construed by the Committee, by the Plan Administrator, and all other persons relying on this document as though such provision (or part thereof) did not exist, and the Plan shall be applied and enforced in the manner determined by the Plan Administrator to be most nearly consistent with the deleted provision as is permissible under law and public policy. (e) Certain Reversions to the Company Permitted Reversions of contributions to the Company will be permitted to the extent provided by Section 403(c) of ERISA. Any contribution made by the Company because of a mistake of fact must be returned to the Company within one year of the contribution. In the event the deduction of a contribution made by the Company is disallowed under section 404 of the Code, such contribution (to the extent disallowed) must be returned to the Company within one year of the disallowance of the deduction. In the event that the Commissioner of Internal Revenue determines that the plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that initial qualification by the Company must be returned to the Company within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Company's return for the taxable year in which the plan is adopted, or such later date as the Secretary of the Treasury may prescribe. (f) Payment to Minor or Incompetent Person In the event that any benefit payable under this Plan is payable to or for the benefit of a minor, an incompetent person, or other person incapable of receipting therefor, such benefit shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Trustee, the Plan Administrator, the Company and all other parties with respect thereto. 49 (g) Forfeiture if Participant or Designated Beneficiary Cannot Be Located In the event that any benefit payable under this Plan to any Participant or Designated Beneficiary cannot be paid because the proper payee cannot be located or identified by the Trustee, such benefit shall be deemed forfeited thirty-six (36) months from the date on which the Trustee or Plan Administrator first attempted to locate such payee, provided, however, that upon presentation by such proper payee of a subsequent claim for such forfeited benefit, the full amount of the forfeited benefit shall be restored. (h) Merger or Consolidation In the event of the merger or consolidation of this Plan (or any part thereof) into any other plan, or the transfer to or from this Plan of any of the assets held for the benefit of Participants and Designated Beneficiaries, each Participant and Designated Beneficiary affected by such merger, consolidation or transfer shall have an accrued benefit in the surviving or transferee plan (determined as if such plan were then terminated immediately after such merger, consolidation or transfer) that is equal to or greater than his/her accrued benefit to which he/she would have been entitled, had the Plan been terminated immediately prior to the occurrence of such merger, consolidation or transfer. (i) Electronic Media Notwithstanding any provision of the Plan to the contrary, including any provision which requires the use of a written instrument, to the extent permitted by applicable law, the Committee may establish procedures for the use of electronic media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems. (j) Plan Conversions Notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Committee, the Committee may temporarily suspend, in whole or in part, certain provisions of the Plan, which may include, but are not limited to, a Participant's right to change his contribution election, a Participant's right to change his investment election and a Participant's right to borrow or withdraw from his Account or obtain a distribution from his Account. 50 SECTION 13. DESIGNATION OF TRUSTEE In order to implement the Plan, the Company will enter into a trust agreement with the Trustee to the end that contributions of the Participants and the contributions of the Company shall be invested in accordance with the provisions of this Plan and shall be held in Trust for the exclusive benefit of the Participants or their Designated Beneficiaries. The Company may, without further reference to or action by any Participant, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to said trust agreements or said further agreements as it may be necessary or desirable to carry out the Plan, may from time to time designate a successor Trustee or successor Trustees, or may take such other steps to execute such other instruments as it may deem necessary or desirable to put the Plan into effect or to carry out the provisions thereof. SECTION 14. TENDER AND EXCHANGE OFFERS Notwithstanding any other provision contained herein to the contrary (including, without limitation, the provisions of ARTICLE XIII), in the event the Trustee receives (i) any tender offer which is subject to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended from time to time, and to regulations promulgated thereunder, or (ii) any other offer or option to buy or exchange more than thirty (30) percent of the outstanding shares of Common Stock, the provisions of this Section 14 of ARTICLE XIV shall apply. (a) Each Participant shall have the right to direct the Trustee as to whether to tender and sell or exchange pursuant to such offer any whole and fractional shares of Common Stock held in the Participant's Account. (b) In order to implement the rights granted in this Section 14 of ARTICLE XIV, the Company shall furnish to the Trustee such information as may be distributed by it to shareholders of the Company in connection with each such offer (the "Tender Document"), in quantities approximately equal to the number of Participants holding shares of Common Stock in Accounts at the time of such distribution. The Trustee shall use its best efforts to distribute or cause to be distributed to each Participant the Tender Documents together with all other materials that the Trustee receives as a shareholder from any other party with respect to such offer (the "Additional Tender Documents") and a form prepared by the Trustee for the use by Participants in directing the Trustee as to whether or not shares of Common Stock in the Participants' Accounts shall be tendered and sold or exchanged as soon as practicable following the furnishing of the Tender Documents and Additional Tender Documents to the Trustee. The Trustee will follow the written directions of each Participant with respect to the tender, and sale or exchange if the tender is accepted, of the whole and fractional shares of Common Stock held in such Participant's Account, provided that such written directions are received by the Trustee by the close of business two (2) days prior to the time such shares must be tendered. Any such written direction by a Participant to the Trustee shall be effective as of the date such direction 51 is received by the Trustee. Each Participant shall be permitted to revoke or change such direction, provided such revocation or change is received in writing by the Trustee by the close of business two (2) days prior to the time such shares of Common Stock must be tendered. The Trustee shall tender all shares of Common Stock as to which valid and timely directions to do so have been received by it and have not been subsequently timely revoked prior to the expiration date of the offer to which the directions relate, and, to the extent the tender is accepted, the shares so tendered shall be sold or exchanged as soon as practical thereafter. Each Participant may direct the Trustee to withdraw any shares of Common Stock in the Participant's Account which were previously tendered, and the Trustee shall withdraw such shares of Common Stock prior to the withdrawal date of the offer, provided such direction is received in writing by the Trustee by the close of business two (2) days prior to the withdrawal date of the offer. Any and all directions given to the Trustee by any Participant pursuant to this Section 14 of ARTICLE XIV shall remain in the strict confidence of the Trustee. (c) In the absence of written direction from a Participant in accordance with Section 14(b) of ARTICLE XIV, the Trustee shall tender, and sell or exchange in the event the tender is accepted, at the times provided in Section 14(b) of ARTICLE XIV, all whole and fractional shares of Common Stock held in such Participant's Account only if the Trustee is directed by Participant, pursuant to Section 14(b) of ARTICLE XIV, to tender and sell or exchange the majority of the aggregate shares of Common Stock held in such Participants' Accounts. (d) The Designated Beneficiary of each Participant shall be entitled to receive all distributions of Tender Documents and Additional Tender Documents and to exercise all of the rights granted to each such Participant pursuant to this Section 14 of ARTICLE XIV in the event of the death of such Participant. (e) The price at which sales of the Company's Common Stock in accordance with this Section 14 of ARTICLE XIV pursuant to a tender or exchange offer described herein shall be credited to the Participants' Accounts shall be the price paid in connection with the tender or exchange offer. Shares of Common Stock sold in accordance with this Section 14 of ARTICLE XIV pursuant to a tender of exchange offer described herein shall not be considered in computing weighted average price under Section 2 of ARTICLE XV. The cash proceeds from the sale or exchange of any shares of Common Stock tendered and sold or exchanged pursuant to this Section 14 of ARTICLE XIV shall be invested in accordance with the terms of the Plan. If, as a result of a tender and sale or exchange, the Trustee receives securities or other property, such securities or property shall be held or reinvested in accordance with the terms of the Plan. Any shares of Common Stock tendered or offered but not purchased or exchanged shall be held or reinvested by the Trustee in the trust created under this Plan in accordance with the terms of the Plan. 52 (f) Transactions in the Company's Common Stock pursuant to a tender or exchange offer in accordance with this Section 14 of ARTICLE XIV need not be made through the facilities of the New York Stock Exchange. (g) The Account of each Participant for whom the Trustee has sold or exchanged shares of Common Stock in connection with any tender offer or exchange offer described in this Section 14 of ARTICLE XIV shall be charged with a pro rata share of all expenses incurred by the Trustee in all sales or exchanges pursuant to such offer. 53 ARTICLE XV SECURITIES TRANSACTIONS BY TRUSTEE SECTION 1. TRANSACTION PERIOD For convenience in administration, the Committee and the Trustee shall establish a period for (a) the purchase and sale of Mutual Fund shares or the Company's Common Stock or (b) the deposit and withdrawal of Cash With Interest, which shall be known as a Transaction Period. The Transaction Period shall commence at 4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the next succeeding day when both the Trustee and the New York Stock Exchange are open for business. All purchases and sales of the Company's Common Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by the Trustee during the Transaction Period shall be in accordance with the instructions and directions of the Participants (or of the Company as to purchases of the Company's Common Stock with amounts to be credited to a Participant's Account from Company Contributions attributable to Participant's Contributions) which are received during a Transaction Period. The Trustee shall not be required to respond to any subsequent instruction or direction received during any Transaction Period until the next succeeding Transaction Period. SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS The transaction price for purchases and sales of Company's Common Stock shall be determined based upon the closing price of the Company's Common Stock on the New York Stock Exchange on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares of the Company's Common Stock in the Common Stock pooled account, plus uninvested cash and accrued income, divided by the number of shares in the Common Stock pooled account. The transaction price for purchases and sales in each of the Mutual Funds shall be determined based upon the closing price of each such Mutual Funds on a day when both the Trustee and the New York Stock Exchange are open for business, times the total number of shares in each such Mutual Funds pooled account, plus uninvested cash and accrued income; divided by the total number of shares of each such Mutual Funds pooled account. Purchases and sales of the Cash With Interest Investment Option shall be charged or credited on the basis of actual purchase and sale prices for the particular transaction. SECTION 3. ALLOCATING TRANSACTION EXPENSE Each Participant for whom the Trustee has sold and/or purchased shares in one or more of the Investment Options available in the Plan pursuant to the Participant's specific investment directions shall be charged for the expenses incurred by the Plan in the exercise of the Participant's specific investment option direction. 54 SECTION 4. REGISTRATION OF SECURITIES Securities held by the Trustee may be registered in the name of the Trustee or its nominee. SECTION 5. MISCELLANEOUS The Trustee shall invest in the Company's Common Stock Investment Option, the Cash With Interest Investment Option, or Mutual Fund Investment Option as promptly as practicable after the receipt of Employee contributions. Contributions temporarily held for investment in one of the Investment Options shall be invested by the Trustee in a short term fund approved by the Committee. All Transactions in the Company's Common Stock shall be made through the facilities of the New York Stock Exchange except for the purchase of stock from the Company as provided in Section 4 of Article V. 55 ARTICLE XVI ASSIGNABILITY It is a condition of the Plan, and all rights of each Participant shall be subject thereto, that, except as provided in a qualified domestic relations order as defined in Section 414(p) of the Code, no right or interest of any Participant in the Plan or in the Account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including, but not by the way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, but excluding the consequence of death, or mental incompetency, and no right of interest of any Participant of the Plan or in the Account shall be liable for, or subject to, any obligation or liability of such Participant. Notwithstanding any provision of the Plan to the contrary, effective for judgments, orders, decrees or settlements issued on or after August 5, 1997, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Participant's benefit under the Plan, to the extent permitted under Code Section 401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii) relating to the protection of the Participant's spouse (if any) are satisfied. 56 ARTICLE XVII AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN SECTION 1. AMENDMENT Subject to Section 2 of this Article XVII, the Company may at any time and from time to time, amend the Plan if in the opinion of the Company such amendment is necessary to enable the Plan to meet the requirements of the Code (including the regulations and rulings issued thereunder) or the requirements of any governmental authority. SECTION 2. LIMITATION ON AMENDMENT The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Employee, Participant, former Participant or person claiming under or through any one or more of them pursuant to the Plan, except that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan. Moreover, no such amendment shall be made hereunder which shall permit any part of Participants' contributions to revert to any Company or be used or be diverted to purposes other than the exclusive benefit of Employees, Participants, former Participants, and beneficiaries. SECTION 3. Termination This Plan shall continue in effect until and including the 26th day of July, 2002. Thereafter it shall renew itself for yearly periods unless written notice is given by either party to the other not less than sixty (60) days, but not more than seventy-five (75) days, prior to the expiration date or any extension thereof, that it is desired to terminate or amend the Plan. In the event such notice is given, the parties shall begin negotiations not less than forty-two (42) days prior to the termination date, unless otherwise mutually agreed to. If negotiations are not completed prior to the expiration date, this Plan shall terminate unless extended by mutual agreement of the parties. Upon termination, this Plan shall terminate in all respects, except that no distributions shall be made from the Plan until ninety (90) days following such termination, and any distributions made upon termination of the Plan shall be subject to the terms of Article XI Section 3. Except as herein otherwise provided, no provision of this Plan shall be subject to change prior to the expiration date as determined above. Upon any termination or partial termination of the Plan, the rights of each Participant to the assets then held in his/her Account under the Plan shall be non-forfeitable. ARTICLE XVIII-ESOP FEATURE SECTION 1. ESTABLISHMENT OF ESOP (a) The provisions of this Article XVIII shall become effective January 1, 2002. (b) The Plan shall consist of two components, the ESOP Feature and the Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account. The ESOP 57 Feature is intended to qualify as a stock bonus plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7). The ESOP Feature is designed to invest primarily in "qualifying employer securities," as defined in Code Sections 4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is described in this Article XVIII. The provisions of this Article XVIII shall supercede any contrary provisions of the Plan. SECTION 2. ESOP ACCOUNT (a) The Committee shall establish an ESOP Account in the name of each Participant and shall thereafter maintain a record thereof. (b) The ESOP Account of each Participant shall be credited and debited periodically during each Plan Year in which the ESOP is maintained with any additions or reductions in the number of shares of Common Stock held for such Participant in the Plan due to the reallocation of the investment of the Participant's Non-ESOP Account and ESOP Account, and with any stock and cash dividends paid on Common Stock attributable to units of the Common Stock fund. (c) In the event that a Participant elects a partial liquidation of the investment of his Account in Common Stock pursuant to Section 5 of Article V, Common Stock shall be liquidated pro-rata from the Participant's Non-ESOP Account and ESOP Account. SECTION 3. ESOP CONTRIBUTIONS The Company, in its discretion, may make ESOP Contributions from time to time in such amounts as are determined by the Company. All ESOP Contributions shall be made in Common Stock. ESOP Contributions for a Plan Year shall be allocated among active Participants for the Plan Year. The amount allocated to each active Participant shall be determined by multiplying each active Participant's Compensation for such Plan Year by a fraction, the numerator of which is the ESOP Contribution for such Plan Year, and the denominator of which is the total Compensation of all active Participants for such Plan Year. ESOP Contributions shall be treated as Company Contributions for purposes of distributions and withdrawals from the Plan. The ESOP Contribution subaccount of a Participant shall be invested in Common Stock, subject to the diversification rules provided in Section 4 of this Article. SECTION 4. DIVERSIFICATION OF INVESTMENT Participants who are at least age 55 may diversify the investment of amounts, including amounts not Vested, held in their ESOP Accounts by transferring amounts out of the Common Stock fund to one of the other Investment Options in accordance with the provisions of Section 5 of Article V. Any transfer of such amounts out of the Common Stock fund to another Investment Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature. 58 SECTION 5. PUT OPTION (a) If shares of Common Stock distributable to a Participant or his Beneficiary are at the time of the distribution not readily tradable on an established market, the Participant or Beneficiary will have an option (the "Put") to require the Company to purchase all of the shares actually distributed to him. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Participant or the Beneficiary only during the Option Period in which the former Participant or Beneficiary receives a distribution of shares of Common Stock. (b) The "Option Period" is the 60-day period following the day on which a Participant or his Beneficiary receives a distribution. If the former Participant or Beneficiary does not exercise the Put during that 60-day period, the Option Period will also be the 60-day period beginning after the new determination of the fair market value of Common Stock by the Committee (and notice to the Participant) in the following Plan Year. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law. (c) The "Option Price" will be the fair market value of each share of Common Stock as of the valuation date immediately preceding the date the Put is exercised, multiplied by the number of shares to be sold under the Put, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions, or similar changes to the number of outstanding shares. (d) The terms of payment for the sale of Common Stock pursuant to the Put shall be as provided in the Put and may be either paid in a lump sum or in installments as provided by the Committee. An agreement to pay through installments shall be permissible only if the Common Stock subject to the put option is part of a 'total distribution,' as defined in Code Section 409(h)(5), and-- (1) the agreement is adequately secured, as determined by the Committee, (2) a reasonable rate of interest is charged, as determined by the Committee, (3) annual payments are equal, (4) installment payments must begin not later than 30 days after the date the Put option is exercised, and (5) the term of the payment does not extend beyond five years from the date the Put option is exercised. 59 (e) The Put will not be assignable, except that the former Participant's donees or, in the event of a Participant's death, his personal representative, will be entitled to exercise the Put during the Option Period for which it is applicable. (f) The Trustee in its discretion may, with the Company's consent, assume the Company's obligation under this Section at the time a former Participant or Beneficiary exercises the Put. If the Trustee does assume the Company's obligations, the provisions of this Section that apply to the Company will also apply to the Trustee. (g) The Put will also apply to shares of Common Stock that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Participant or Beneficiary to whom the Put becomes applicable that the shares of Common Stock held by the former Participant or Beneficiary are subject to the Put for the remainder of the applicable Option Period and will inform the Participant or Beneficiary of the terms of the Put. If the written notice is given later than ten days after the shares of Common Stock cease to be publicly traded or become subject to a trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given. (h) The Committee will notify each former Participant or Beneficiary who is eligible to exercise the Put of the fair market value of each share of Common Stock as soon as practicable following its determination. The Committee and the Company will send all notices required under this Subsection to the last known address of a former Participant or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address. SECTION 6. PAYMENT OF DIVIDENDS (a) The Committee, in its sole discretion, may provide that any dividends paid in cash during the Plan Year on shares of Common Stock in which Participants' ESOP Accounts are invested shall be (i) paid in cash directly to the Participant, (ii) paid to the Plan and subsequently distributed to the Participant in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan, or (iii) at the election of the Participant, either (A) paid to the Participant as provided in Clause (i) or (ii) (as determined by the Committee) or (B) paid to the Participant's ESOP Account to be reinvested in the Common Stock. Such dividends shall be paid in accordance with procedures established by the Committee. (b) If an election pursuant to Paragraph (a)(iii) is provided by the Committee, each Participant may make the election, in the manner and at the time specified by the Committee, with respect to dividends received on shares of Common Stock comprising the portion of the Common Stock fund allocated to the Participant's 60 ESOP Account. If an election pursuant to Paragraph (a)(iii) is provided by the Committee and a Participant does not make such an election, such dividends shall be paid to the Participant's ESOP Account to be reinvested in Common Stock. (c) The Beneficiary of a deceased participant shall have the same rights as a Participant has under this Section 6. (d) The provisions of this Section 6 are intended to comply with Section 404(k) of the Code, and shall be interpreted and construed accordingly. SECTION 7. INDEPENDENT APPRAISER Common Stock held in Participants' ESOP Accounts shall be valued as of each valuation date, or at the discretion of the Committee, more frequently. All valuations of Common Stock held in Participants' ESOP Accounts which is not readily tradable on an established securities market shall be made by an independent appraiser meeting requirements similar to those contained in Treasury Regulations under Code Section 170(a)(1). SECTION 8. SHARE LEGEND Shares of Common Stock in the ESOP Feature held or distributed by the Trustee may include such legend restrictions on transferability as the Company may reasonably require in order to assure compliance with applicable federal and state securities laws. 61 IN WITNESS WHEREOF, the Cooper Tire & Rubber Company has caused this Restated Plan to be executed and adopted this 26th day of February, 2002. COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ------------------------- Treasurer By:/s/ Richard N. Jacobson ------------------------- Assistant Secretary 62 AMENDMENT NO. 1 TO THE COOPER TIRE & RUBBER COMPANY PRE-TAX SAVINGS PLAN (EL DORADO) (As Amended and Restated Effective as of January 1, 2001) The Cooper Tire & Rubber Company (the "Company") hereby adopts this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan (El Dorado) (As Amended and Restated Effective as of January 1, 2001) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 2002, unless otherwise indicated. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. One of the purposes of this Amendment is to reflect the adoption of various provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to satisfy the "good faith" compliance requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder. SECTION 1 Section (12) of Article I of the Plan is hereby amended in its entirety to read as follows: "(12) 'Compensation' - includes all payments of wages, bonus, Company Wage Reduction Contributions to this Plan and any taxable payments paid to the Participant in a calendar year, except that there shall be excluded from Compensation: supplemental unemployment benefits, supplemental worker's compensation, accident and sickness benefits, and other amounts which either are excludable or deductible from income in whole or in part for federal income tax purposes or which represent payments pursuant to a program of benefits or deferred compensation (other than Company Wage Reduction Contributions), whether or not qualified under the Code. Notwithstanding the above, the maximum amount of compensation taken into account each year for all computations shall not exceed the amount prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such amount as the Secretary of the Treasury shall prescribe from time to time." SECTION 2 Section 1(a)(ii) of Article III of the Plan is hereby amended in it entirety to read as follows: "(ii) the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year." 63 SECTION 3 Section 1 of Article IV of the Plan is hereby amended by (i) deleting the fifth paragraph therein and (ii) deleting the word "either" and the phrase "or multiple use rules" in the sixth paragraph where they occur therein. SECTION 4 Section 1(a) of Article IX of the Plan is hereby amended in its entirety to read as follows: "the Participant's retirement, death, Total and Permanent Disability, or severance from employment;" SECTION 5 Section 1 of Article IX of the Plan is hereby amended by (i) deleting subsections (d) and (e) and (ii) renumbering subsection (f) as subsection (d). SECTION 6 The last paragraph of Section 2 of Article IX of the Plan is hereby amended in its entirety to read as follows: "Employees who make a hardship withdrawal may not make elective deferrals and employee after-tax contributions under this Plan and all other plans of the Company for 6 months after receipt of the distribution." SECTION 7 Section 6(d)(1)(i) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(i) 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 any distribution to the extent such distribution is required under section 401(a)(9) of the Code, any distribution that is one of a series of substantially equal periodic payments (paid not less frequently than annually) over the life (or life expectancy) of the distributee or the joint lives (or life expectancies) of the distributee and a designated beneficiary or for a specified period of ten years or more, 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), such other amounts specified in Treasury regulations and rulings, notices or announcements issued under Section 402(c) of the Code, and any 64 distribution which is made upon hardship of the distributee. Notwithstanding the foregoing, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Sections 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible." SECTION 8 Section 6(d)(1)(ii) of Article XI of the Plan is hereby amended in its entirety to read as follows: "(ii) 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, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state that accepts the Distributee's Eligible Rollover Distribution." SECTION 9 The first two sentences of Section 1(a) of Article XII of the Plan are hereby amended in their entirety to read as follows: "(a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's Account shall not exceed the lesser of (i) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code or (ii) 100% of the Participant's Compensation (as defined in paragraph (d) below) for that Plan Year. The Compensation limit referred to in (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition." 65 SECTION 10 Section 3(f) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(f) Claims for Benefits (other than disability benefits) Any Participant or Designated Beneficiary who believes that he or she is entitled to receive a benefit under the Plan which he or she has not received may file with the designated representative of the Committee, on such forms as may be designated by the Committee, a written claim specifying the basis for his or her claim and the facts upon which he or she relies in making such claim. Such a claim must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the designated representative of the Committee. Unless such claim is allowed in full by the Committee, the Committee shall (within 90 days after such claim was filed, plus an additional period of 90 days if required for processing and if notice of the 90-day extension of time indicating the specific circumstances requiring the extension and the date by which a decision shall be rendered is given to the claimant within the first 90-day period) cause written notice to be mailed to the claimant of the total or partial denial of such claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall state (1) the specific reason(s) for the denial of the claim, (2) specific reference(s) to pertinent provisions of the Plan and/or Trust Fund on which the denial of the claim was 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 review procedure specified in Section 3(g) of this Article XIV." 66 SECTION 11 Section 3(g) of Article XIV of the Plan is hereby amended in its entirety to read as follows: "(g) Appeals Procedure Within 90 days after the denial of his or her claim, the claimant may appeal such denial by filing with the Plan Administrator his or her written request for a review of the claim. Such request for review must be signed by the claimant or his or her authorized representative and shall be deemed filed when delivered to the Plan Administrator or its designee. If the claimant does not file a request for review of his or her claim within such 90-day period, the claimant shall be conclusively presumed to have accepted as final and binding the initial decision of the Plan Administrator on his or her claim. In considering any appeal pursuant to this Section 3(g), the Plan Administrator shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof. If such an appeal is so filed within such 90-day period then the Plan Administrator, or a named fiduciary designated by the Administrator, shall conduct a full and fair review of such claim. During such full review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and with reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. After the completion of such full review, the reviewer shall mail or deliver to the claimant a written decision on the matter based on the facts and pertinent provisions of the Plan and/or Trust Fund and/or applicable law. Such decision shall be mailed or delivered to the claimant within a period of 60 days after the Administrator's receipt of the request for review unless special circumstances require an extension of time, in which case such decision shall be rendered not later than 120 days after receipt of such request. (If an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.) Such decision (1) shall be written in a manner calculated to be understood by the claimant, (2) shall state the specific reason(s) for the decision, (3) shall make specific reference(s) to 67 pertinent provisions of the Plan and/or Trust Fund on which the decision is based and (4) shall, to the extent permitted by applicable law, be final and binding on all interested persons. The notice of the adverse determination shall also include a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and contain a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures and a statement of the claimant's right to bring an action under Section 502(a) of ERISA." SECTION 12 Section 3 of Article XIV of the Plan is hereby amended by adding a new subsection (h) to the end thereof, immediately following subsection (g), to read as follows: "(h) Claims for Benefits Upon Total and Permanent Disability: (1) Notwithstanding the foregoing provisions of this Article, in the case of a claim for benefits upon Total and Permanent Disability, unless such claim is allowed in full by the Committee, the Committee shall (within a reasonable period of time, but not later than 45 days, unless such period is extended as provided in Section 3(h)(2), below, after receipt of the claim) cause written notice to be mailed or delivered to the claimant of the total or partial denial if his claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reason(s) for the denial of the claim, (ii) specific reference(s) to the provisions of the Plan and/or Trust Fund on which the denial of the claim was based, (iii) 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, 68 (iv) an explanation of the review procedures specified in Section 3(h)(3) of this Article XIV and the time limits applicable to such procedures, and (v) a specific reference to the internal rule, guideline, protocol or other similar criterion, if any, that was relied upon in making the adverse determination or a statement that such rule, guideline, protocol, or other similar criterion, if any, was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request. (2) The 45-day period set forth in Section 3(h)(1), above, may be extended by the Committee for up to 30 days, provided that the Committee determines that such an extension is necessary due to matters beyond the control of the Committee and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. Additionally, if, prior to the end of the first 30-day extension period, the Committee determines that, due to matters beyond the control of the Committee, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Committee notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Committee expects to render a decision. In the event of any extension under this Section 3(h)(2), the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve the issues. The claimant shall be afforded at least 45 days within which to provide the specified information. Additionally, in the event that a period of time is extended due to a claimant's failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. 69 (3) Within 180 days after receipt of a notification of a denial of a claim, the claimant or his duly authorized representative may appeal such denial by filing with the Committee his written request for a review of his claim. If such an appeal is so filed within 180 days, a Named Fiduciary designated by the Committee shall conduct a full and fair review of such claim. During such full and fair review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits and reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall (i) take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, (ii) not afford deference to the initial adverse benefit determination, (iii) be conducted by a Named Fiduciary who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual, (iv) provide that, in deciding any appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Named Fiduciary shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual, and (v) provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the claimant's adverse benefit determination, without regard to whether the advice was relied upon in making the initial benefit determination. The decision of the Named Fiduciary shall be made in a writing delivered to the claimant within a reasonable time, but in no event later than 45 days after the receipt of the request for review unless special circumstances require an extension of time for processing. If the Named Fiduciary determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant setting forth the special circumstances requiring an extension of time and the date by which the Named Fiduciary expects to render a decision on review, and shall be furnished prior to the termination of the initial 45-day period. In no event shall such extension exceed a period of 45 days from the end of the initial 45-day period. In the case of an adverse benefit determination on review, the notice of the determination shall be written in a manner calculated to be understood by the claimant and shall include (i) the specific reasons for the 70 determination, (ii) specific reference(s) to specific provisions of the Plan and/or Trust Fund on which the determination is based, (iii) a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of all documents, records, and other information relevant to the claimant's claim for benefits, (iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain information about such procedures, including a statement of the claimant's right to bring a civil action under section 502(a) of ERISA and (v) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol or other similar criterion will be provided free of charge to the claimant upon request. To the extent permitted by applicable law, the determination on review shall be final and binding on all interested persons. In performing the duties under this Section 3(h)(3), the Named Fiduciary shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Committee under Section 2 hereof." EXECUTED this 27th day of December 2002. THE COOPER TIRE & RUBBER COMPANY By:/s/ Stephen O. Schroeder ------------------------------------- Treasurer By:/s/ Charles F. Nagy ------------------------------------- Assistant Treasurer 71 -----END PRIVACY-ENHANCED MESSAGE-----

EX-13

                                                                    Exhibit (13)

A LETTER TO OUR SHAREHOLDERS

DELIVERING ON OUR PROMISES

During the past year, we continued our pattern of growth and progress despite
some serious economic and market challenges. An added obstacle during the past
year was the declining confidence in corporate America. Unfortunately, the
actions of a few have cascaded into an overall concern with business ethics. At
Cooper, however, we have maintained an unwavering focus on our plans and
strategies so that we can continue to deliver on our promises to our
shareholders, our customers and our people.

We selected the theme DELIVERING ON OUR PROMISES for the 2002 annual report
because we believe it accurately portrays what we have accomplished during the
past few years. It also accurately describes the type of company that we have
always been - straightforward and focused on generating shareholder value.


In 1999, we initiated a strategic transformation of our company. As we announced
and implemented those plans, we made several related commitments and promises to
our people, our customers and our shareholders. 2002 was a year in which we
delivered on many of those promises and made solid progress on the rest.


At the time of our acquisitions of Standard Products and Siebe Automotive, we
stated publicly that it would take three years to fully integrate the businesses
and achieve normalized operating levels. As I said, we have made a lot of
promises to our shareholders, to our employees and to the public since then. We
have developed and implemented some very aggressive but achievable plans to
drive shareholder value.

Promises:
                  - Expand Automotive Group Globally
                  - Grow Market Share
                  - Outperform our Industries
                  - Restructuring Savings of $30 million
                  - Pay down 2002 debt with cash
                  - Automotive Operating Margins of 10%
                    Pre-Tax Return on Invested Capital (ROIC) of 20%

The acquisitions in late 1999 and early 2000, primarily in our automotive group,
enabled us to deliver on the promise we would expand the automotive group
globally.

In North America, our automotive component sales were up about 7.2 percent while
light vehicle production was up about 5.3 percent. Sales in our international
operations were up 20 percent. The tire group unit sales in North America were
up more than 4 percent even though market shipments were down 2.6 percent.

We exceeded our goal of $30 million in annual savings from our restructuring
efforts.

We paid off the $225 million portion of acquisition-related debt with cash when
it came due in December.

We said that our goal was to return our automotive operating margins to near
their historical levels but on four times greater sales volume. We achieved that
target during the second quarter, and averaged within two percentage points of
that goal for the year 2002.

And finally, we have a goal of 20 percent pre-tax ROIC. We are not there yet,
but we are confident that we will get that checked off in the not-too-distant
future. In short, we have told you what we were going to do, and we have done
it.

We are staying focused on our plans and continue to drive for leaner operations,
taking costs out wherever possible and being as efficient as we can be. The
results of our lean efforts were key this year. We generated nearly $100 million
in lean savings through the implementation of literally thousands of lean
initiatives throughout our operations.

The tire group continues to manage its assets and provide the same great service
and products to our customers. Even though we reduced inventory by more than 1.2
million units last year, our order fill rates were at or near our 95 percent
goal.

While we continue to receive top industry honors in customer service from our
dealer network, we also received national recognition from consumers this year.
The J.D. Power and Associates 2002 Replacement Tire Customer Satisfaction
Study(C) ranked Cooper the highest light truck replacement tire in a tie. This
type of well-earned recognition will be a part of our success in the future and
indicates some of the sustainable strengths that we have been developing in tire
technology.



                                     - 1 -




Providing top-notch launches for our automotive customers had an escalated
importance this year as we had 59 new launches. The Cooper integrated launch
team approach that we have implemented in all our facilities has quickly
improved the success rate of our new product launches and that shows up in our
operating margins. This approach also will benefit us going into 2003 as we have
approximately 30 launches in the coming year.

One of the most significant highlights of the year occurred in the second
quarter when we announced earnings of 52 cents per share, which was an all-time
company record. And, for the second consecutive year, the average closing price
of our stock increased.


                          2002   $18.55
                          2001    13.83
                          2000    11.65

Additionally, with our plans and execution, we have been able to beat our peers
and the S&P 500 during the past three years. We are very happy about that.

So this is what Cooper looked like at the end of 2002 - a Fortune 500 company
with global presence, great accomplishments and great opportunity.

Even though things are improving significantly for us, I certainly think that we
will continue to see challenging conditions in both our businesses at some point
in the remainder of 2003. There is still a lot of uncertainty out there and we
are in tough industries. We recognize that. Still, we have solid plans in place
to continue to make our company successful and to perform better than our
industries overall.

On the tire side, we will again see our sales growing faster than the industry.
There are signs that the industry overall will pick up as the year goes on and
we think we will be even stronger than the industry. On the automotive side of
our business, production schedules may be slightly lighter in 2003 but our new
business will allow our sales to out-pace the industry yet again.

These continue to be exciting times at Cooper Tire & Rubber Company. We are
primed to be among the winners in an increasingly competitive environment. On
behalf of the 23,000 Cooper people, thank you for your continued support.

                               Thomas A. Dattilo,
                               Chairman, President and CEO

The information which follows is included in the Company's 2002 Annual Report.

COOPER PEOPLE ARE DEDICATED TO TOTAL CUSTOMER SATISFACTION, UNDERSTANDING
CUSTOMERS' NEEDS AND EXCEEDING THEIR EXPECTATIONS

PROMISE: PROVIDE REPLACEMENT TIRE CUSTOMERS WITH 95 PERCENT FILL RATES.

While the tire group continued its focus on managing assets and reduced the
number of tires in inventory by 1.2 million units in 2002, the promise was met
to provide a 95 percent order fill rate to customers.

PROMISE: EARN CUSTOMERS' BUSINESS EVERY DAY THROUGH NEW PRODUCTS.

In 2002 we made good progress on our Ultra High Performance (UHP) tire
initiative. We are on target to launch a new line of UHP tires during the spring
of 2003. This strategic and important introduction will associate Cooper's name
with performance tires - a growing and profitable market and one in which we
should be able to compete very well. UHP is the fastest growing segment of the
tire industry. Our strategy will offer H, V and Z speed rated tires in sizes
with larger rim diameters that are in growing demand. Each UHP tire sale will
bring us higher margins and a stronger market penetration.

PROMISE: STRIVE FOR FLAWLESS LAUNCHES.

We have implemented the integrated launch team approach which has been a key to
Cooper's success in our automotive business for years. The launch process is
always the most costly period in the production process and if it is handled
effectively, as Cooper has done in the past, it can greatly improve the profit
margins on any given product or platform.




                                     - 2 -



COOPER WILL INCREASE THE VALUE OF SHAREHOLDERS' INVESTMENTS BY GROWING THE
COMPANY, CONTROLLING ASSETS, INCREASING CASH FLOW AND ROIC.

PROMISE:  BE A TRANSPARENT COMPANY.

We have always been a straightforward company doing business and earning money
the old fashioned way. We make high quality products that satisfy our customers.
We sell these products and deliver top-quality service. And, we book the
resulting revenue when the goods are shipped and recognize expenses when they
are incurred.

PROMISE:  REDUCE DEBT.

The first portion of acquisition-related debt was $225 million and was due in
December. Our strong cash generation during the year allowed us to pay off that
portion without refinancing, as promised. Our remaining long-term debt is spread
relatively evenly over the next 24 years, with a small portion due in 2006 and
larger portions due in 2009, 2019 and 2027. The debt is structured with a good
mix of fixed versus floating rates and current weighted interest rates of about
7 percent. Interest rate swaps and the lower debt balances have enabled us to
reduce interest costs by $15 million. Debt to total capital at year end was 49.2
percent.

PROMISE: ACHIEVE ANNUAL RESTRUCTURING SAVINGS OF $30 MILLION.

When we announced our restructuring plan in the third quarter of 2000 we
promised annual savings of $25 to 30 million. Not only did we deliver on that
promise, but we exceeded it. Total restructuring savings in 2002 were $38
million.

PROMISE: ACHIEVE FOUR TIMES AUTOMOTIVE SALES WITH 10 PERCENT MARGINS.

Our automotive operating margins have steadily increased from one percent in
2000 to three percent in 2001 to eight percent this year. Our goal is to achieve
a 10 percent operating margin in our automotive group on four times the sales we
had before the acquisitions. During the second quarter we achieved that goal,
for the quarter.

PROMISE: GROW MARKET SHARE AND OUTPACE THE INDUSTRY.

We continued to outpace both industries in which we compete during the entire
year. Light vehicle tire shipments for the industry declined 2.6 percent among
RMA member companies, while at the same time our shipments increased by more
than 4 percent. We also increased our market share from 16 percent to 17
percent. Our automotive sales growth of 7.2 percent outpaced the industry's
light vehicle production growth of 5.3 percent. As new automotive business
continues to come on line, we are seeing our revenue grow faster than the
vehicle build rates.

EMPOWERING PEOPLE IS KEY TO MANY OF COOPER'S INITIATIVES. COOPER IS COMMITTED TO
ENLIST PARTICIPATION, PROVIDE DEVELOPMENT OPPORTUNITIES AND REGULARLY EVALUATE
PERFORMANCE.

PROMISE: DEVELOP A LEAN CULTURE THROUGHOUT THE ORGANIZATION.

A Lean focus has to be part of our business every day in order to remain
competitive. Through the years, we have made low-cost operations a priority and
it has become a true advantage for us.

Currently we have hundreds of Lean teams working together to take the "waste"
out of our operations both in the plants and the offices. Our people know that
it takes the efforts of everyone to truly be a Lean organization and that we all
must concentrate on Lean every day.

To assist our people to be their best every day, we have a Lean champion in
every plant. And both operating groups work together to learn best Lean
practices from each other.

Through the efforts of the Cooper team, we saved $100 million through Lean
initiatives across the organization in 2002.

PROMISE: PROVIDE A STRATEGIC FOCUS FOR BOTH COOPER PEOPLE AND THE COMPANY IN THE
DEVELOPMENT OF CAREERS AND THE EVALUATION OF PERFORMANCE.

Promoting from within is a key element of our Philosophy & Beliefs. To do so, we
must hire the right people at the baseline of the company and develop them into
experienced, globally thinking managers. To help accomplish this we have
developed a performance management and career development system which was
implemented during the first quarter of 2003.





                                     - 3 -



Performance Management at Cooper is a system that will help all Cooper people
who want to improve their performance to their highest level. Cooper people will
be able to identify their long-term career objectives, conduct a gap analysis to
determine areas for improvement and assist them in putting together individual
development plans to address areas on which they choose to focus.

Additionally, the system will assist senior leaders in improving the succession
planning process. This process then cascades to all levels of the organization,
ensuring the right person is in place for the right position at the right time.













                                     - 4 -

EX-21

                                                                               .
                                                                               .
                                                                               .

                                                                    Exhibit (21)

                          COOPER TIRE & RUBBER COMPANY
                                  SUBSIDIARIES
                             AS OF DECEMBER 31, 2002




                 
Cooper Tire & Rubber Company (Parent) (Delaware)
         Alga Investments Company (Georgia)
         Cooper International Holding Corporation (Delaware)
                  Cooper International Rubber, Limited (Jamaica) (Inactive)
         Cooper International Trading Inc. (Ohio)
         Cooper-Standard Automotive Inc. (Ohio)
                  Cooper-Standard Automotive Brasil Sealing Ltda. (Brazil)
                  Cooper-Standard Automotive Canada Limited (Canada)
                           Cooper-Standard Automotive Australia Pty. Ltd. (Australia)
                  Cooper-Standard Automotive France SAS (France)
                           Technistan SNC (Partnership) (France)
                           Cooper Standard Automotive Italy S.R.L. (Italy)
                  Cooper-Standard Automotive Holding Company (Ohio)
                  Cooper-Standard Automotive NC L.L.C. (North Carolina)
                  Cooper-Standard Automotive OH LLC (Ohio)
                  Cooper-Standard Automotive Polska sp zo.o. (Poland) (Inactive)
                  Cooper-Standard Automotive Sealing de Mexico S.A. de C.V. (Mexico) (80% Owned)
                  Cooper-Standard Automotive UK Sealing Limited (England)
                           Bird Mould and Tool Company Limited (England) (Inactive)
                           Silent Channel Products Limited (England) (Inactive)
                           Standard Products Mould & Tool Co. Limited (England) (Inactive)
                           Standard Products (UK) Limited (England) (Inactive)
                           The Huntingdon Rubber Company Limited (England) (Inactive)
                           The Standard Products Company (Europe) Limited (England) (Inactive)
                  Craig Assembly, Inc. (Michigan) (24% Owned)
                  Ilpea Equity, LLC  (2.5% owned)
                  Itatiaia Standard Industria e Comercio Ltda. (Brazil) (Inactive)
                  Itatiaia Standard Industrial Ltda. (Brazil)
                  Jin Young Standard Inc. (S. Korea) (49% Owned)
                  NISCO Holding Co. (Delaware)
                           Nishikawa Standard Co. (Partnership) (Delaware) (50% Owned)
                  Oliver Rubber Company (California)
                           Admiral Remco Inc. (Ohio)
                           BFNZ-ORC Limited (Inactive) (New Zealand) (50% owned)
                           Oliver Rubber Ltd. (Canada) (Inactive)
                  Siebe Automotive North America de Mexico Holding LLC (Delaware)
                  Siebe Automotive North America de Mexico S. de R.L. de CV (Maquiladora) (Mexico)
                  SPB Comercio e Participacoes Ltda. (Brazil)
                  Standard Products Polska sp zo.o. (Poland)
                  Stantech Inc. (Delaware)
                  The Standard Products Funding Corp. (Delaware) (Inactive)
                  Westborn Service Center Inc. (Michigan)
         Cooper Receivables Corp. (Delaware)
         Cooper Tire Holding Company (Ohio)
                  Cooper Technology Services, LLC (Ohio)
         Cooper Tire International Trading Company (Cayman Islands)
                  Cooper Tire & Rubber International Trading Limited (Cayman Islands)
         Cooper Tire & Rubber 1 ULC (Nova Scotia, Canada)
                  Cooper Tire & Rubber 2 ULC (Nova Scotia, Canada)
                  Cooper Tire & Rubber Canada LP (Partnership) (Canada)
         Cooper Tire & Rubber Brasil Ltda. (Brazil)
                  Cooper-Standard Automotive Brasil Fluid Systems Ltda. (Brazil)
         Cooper Tire & Rubber Co (India) Private Ltd (India)






                                     - 1 -






                
         Cooper Tyre & Rubber Company UK Limited (England)
                  Cooper-Avon Italia S.r.l. (Italy)
                  Cooper-Avon Pneumatiques Sarl (France)
                  Cooper-Avon Reifen (Deutschland) GmbH (Germany)
                           Diorama Grundstucksverwaltungesellschaft mbH & Co Vermietungs KG (Germany)
                  Cooper-Avon (Suisse) SA (Switzerland)
                  Cooper-Avon Tyres Limited (England)
                           Cooper-Avon International Development Limited (England)
                  Cooper-Standard Automotive Ceska Republika s.r.o. (Czech Republic)
                  Cooper-Standard Automotive (Deutschland) GmbH (Germany)
                  Cooper-Standard Automotive Espana SA (Spain)
                  Cooper-Standard Automotive UK Fluid Systems Limited (England)
         Cooper Tire & Rubber Foundation (Ohio)
         Coopermex S.A. de C.V. (Mexico)
         CTB Services Inc. (Ohio)
         North American Rubber, Inc. (Texas)
         Rio Grande Servaas S.A. de C.V. (Maquiladora) (Mexico)
         RubberNetwork.com LLC (Georgia) (5.56% Owned)
         Sterling Investments Company (Delaware)












                                     - 2 -

EX-23

                                                                    Exhibit (23)



                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statements of
Cooper Tire & Rubber Company listed below, of our report dated January 31, 2003,
with respect to the consolidated financial statements and schedule of Cooper
Tire & Rubber Company included in this Annual Report (Form 10-K) for the year
ended December 31, 2002:




                                     
     Form S-3         No. 33-44159          $200,000,000 aggregate principal amount of the Company's Debt Securities
                      No. 333-89149         Registration of securities not to exceed an initial public offering price of
                                            $1,200,000,000

     Form S-8         No. 2-58577           Thrift and Profit Sharing Plan
                      No. 33-5483           1986 Incentive Stock Option Plan
                      No. 33-35071          Texarkana Pre-Tax Savings Plan
                      No. 33-47979          Pre-Tax Savings Plan at the Auburn Plant
                      No. 33-47980          1991 Stock Option Plan for Non-Employee Directors
                      No. 33-47981          Pre-Tax Savings Plan at the Findlay Plant
                      No. 33-47982          Pre-Tax Savings Plan at the El Dorado Plant
                      No. 33-52499          Pre-Tax Savings Plan (Bowling Green - Hose)
                      No. 33-52505          Pre-Tax Savings Plan (Bowling Green - Sealing)
                      No. 333-09619         1996 Stock Option Plan
                      No. 333-83311         Pre-Tax Savings Plan (Clarksdale)
                      No. 333-83309         1998 Employee Stock Option Plan
                                            1998 Incentive Compensation Plan
                      No. 333-83589         1998 Non-Employee Directors Compensation Deferral Plan
                      No. 333-84815         Thrift & Profit Sharing Plan
                      No. 333-84813         Texarkana Pre-Tax Savings Plan
                      No. 333-84793         Pre-Tax Savings Plan at the Auburn Plant
                      No. 333-84811         Pre-Tax Savings Plan at the Findlay Plant
                      No. 333-84807         Pre-Tax Savings Plan at the El Dorado Plant
                      No. 333-84803         Pre-Tax Savings Plan (Bowling Green - Hose)
                      No. 333-84805         Pre-Tax Savings Plan (Bowling Green - Sealing)
                      No. 333-39150         Standard Products Individual Retirement and Investment Trust Plan
                      No. 333-39154         The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388
                                            collectively Bargained Savings and Retirement Plan
                      No. 333-103007        2001 Incentive Compensation Plan



                                                     /s/ Ernst & Young LLP
                                                     ------------------------
                                                     ERNST & YOUNG LLP


Toledo, Ohio
March 11, 2003








                                     - 1 -

EX-24

                                                                    Exhibit (24)



                                POWER OF ATTORNEY

                 FOR EXECUTION OF ANNUAL REPORT ON FORM 10-K FOR

                       FISCAL YEAR ENDED DECEMBER 31, 2002

KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby constitutes and
appoints Richard N. Jacobson and Richard D. Teeple as true and lawful
attorneys-in-fact of each of the undersigned for the purpose of executing for
and on behalf of all the undersigned members of the Board of Directors of Cooper
Tire & Rubber Company, the Company's Annual Report on Form 10-K for the fiscal
year of the Company ended December 31, 2002.

The undersigned hereby grants such attorney-in-fact full power and authority to
do and perform all and every act and thing whatsoever requisite, necessary and
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted.

This Power of Attorney shall remain in full force and effect until the filing by
the Company of the Annual Report on Form 10-K for fiscal year 2002 with the
Securities and Exchange Commission, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 5th day of February 2003.



/s/ Arthur H. Aronson                             /s/ Edsel D. Dunford
- --------------------------                        --------------------------
Arthur H. Aronson, Director                       Edsel D. Dunford, Director


/s/ John F. Fiedler                               /s/ Dennis J. Gormley
- --------------------------                        --------------------------
John F. Fiedler, Director                         Dennis J. Gormley, Director


/s/ John J. Holland                               /s/ John F. Meier
- --------------------------                        --------------------------
John J. Holland, Director                         John F. Meier, Director


/s/ Byron O. Pond                                 /s/ John H. Shuey
- --------------------------                        --------------------------
Byron O. Pond, Director                           John H. Shuey, Director








                                     - 1 -

EX-99.A

                                                                   Exhibit (99a)

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cooper Tire & Rubber Company (the
"Company") on Form 10-K for the period ended December 31, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), each
of the undersigned officers of the Company certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to such officers' knowledge:


     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company as of the dates and for the periods expressed in the
          Report.


Date: March 14, 2003
                                     /s/ Thomas A. Dattilo
                                     ---------------------
                                     Name: Thomas A. Dattilo
                                     Title: Chief Executive Officer



                                     /s/ Philip G. Weaver
                                     ---------------------
                                     Name: Philip G. Weaver
                                     Title: Chief Financial Officer



     The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure.








                                     - 1 -

EX-99.B

                                                                   Exhibit (99b)









                          COOPER TIRE & RUBBER COMPANY

                        SPECTRUM INVESTMENT SAVINGS PLAN

               (As Amended and Restated Effective January 1, 2002)








                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                             
ARTICLE I             DEFINITIONS...............................................................................2

ARTICLE II            ELIGIBILITY AND PARTICIPATION.............................................................11

ARTICLE III           PARTICIPANTS' CONTRIBUTIONS...............................................................14

ARTICLE IV            COMPANY CONTRIBUTIONS.....................................................................21

ARTICLE V             INVESTMENT OF CONTRIBUTIONS.............................................................. 25

ARTICLE VI            VESTING OF CONTRIBUTIONS..................................................................28

ARTICLE VII           PARTICIPANT LOANS.........................................................................30

ARTICLE VIII          APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED............................................33

ARTICLE IX            WITHDRAWAL OF CONTRIBUTIONS...............................................................34

ARTICLE X             DESIGNATION OF BENEFICIARY................................................................38

ARTICLE XI            DISTRIBUTION OF CONTRIBUTIONS.............................................................39

ARTICLE XII           MAXIMUM CONTRIBUTION LIMITATION...........................................................48

ARTICLE XIII          TOP-HEAVY PLAN REQUIREMENTS...............................................................50

ARTICLE XIV           ADMINISTRATION OF THE PLAN................................................................55

ARTICLE XV            SECURITIES TRANSACTIONS BY TRUSTEE........................................................65

ARTICLE XVI           ASSIGNABILITY.............................................................................67

ARTICLE XVII          AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN............................68

ARTICLE XVIII         ESOP FEATURE..............................................................................69



                                       -i-





                          COOPER TIRE & RUBBER COMPANY

                        SPECTRUM INVESTMENT SAVINGS PLAN

Cooper Tire & Rubber Company, effective January 1, 1965, established the Cooper
Tire & Rubber Company Thrift and Profit Sharing Plan.

The purpose of the Plan is to encourage and assist eligible Employees to engage
in a savings program with a view to meeting financial emergencies and as a means
of adding to their retirement income.

The Plan has been established as a means of assisting the Company in securing
and retaining competent personnel and to foster the enhancement of already
existing, excellent employee relations.

The Company desires to amend and restate the Plan, effective January 1, 2002, to
reflect the merger of the Standard Products Individual Retirement and Investment
Trust Plan, the Standard Products Company Money Purchase Pension Plan and Trust
for Hourly Employees, the Siebe Automotive Employees' Profit Sharing Plan, and
the Profit Sharing Plan of Oliver Rubber Company into the Plan, to reflect the
change of its name to the Cooper Tire & Rubber Company Spectrum Investment
Savings Plan, and to establish the ESOP Feature under the Plan.

The Plan is hereby amended and restated effective as of January 1, 2002 as
follows:


                                       1


                                    ARTICLE I
                                   DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the
following meanings unless a different meaning is clearly required by the
context:

(1)      "Account" of a Participant or "Participant's Account" - the then total
         current market value of the account in the Participant's name as
         determined by the Trustee representing the entire interest of a
         Participant in the Plan. Each account shall consist of the Non-ESOP
         Account and the ESOP Account.

(2)      "Active Participation" - the making of Participant contributions to the
         Plan and the right to share in the allocation of Company Contributions
         and ESOP Contributions, if any.

(3)      "Adjusted Employment Date" - the date arrived at when the Employee's
         prior Continuous Credited Service is subtracted, according to Section 2
         of Article II, from the date on which the Employee first renders
         service entitling him/her to credit for an Hour of Service subsequent
         to a prior period of Continuous Credited Service.

(4)      "Adjustment Factor" - the cost of living adjustment factor prescribed
         by the Secretary of the Treasury under Section 415(d) of the Code for
         years beginning after December 31, 1987, applied to such items and in
         such manner as the Secretary shall prescribe.

(5)      "After-Tax Dollar Contributions (ATD)" - the percentage of a
         Participant's Compensation contributed to the Plan which the
         Participant elects not to be subject to the provisions of Section
         401(k) of the Code.

(6)      "Code" - the Internal Revenue Code of 1986, as amended to date, and as
         it may hereafter be amended, or any successor statute of similar
         purpose.

(7)      "Committee" - the Defined Contribution Plan Committee as established
         and described pursuant to Article XIV of the Plan herein.

(8)      "Common Stock" - common stock of Cooper Tire & Rubber Company, which is
         intended to be "employer securities" within the meaning of Section
         409(l) of the Code, and "qualifying employer securities" within the
         meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to
         acquire and hold Common Stock, and shall be an eligible individual
         account plan, as that term is defined in Section 407(d)(3)(A) of ERISA.

(9)      "Company" - Cooper Tire & Rubber Company and any of its subsidiary
         corporations which adopt this Plan.

(10)     "Company Contributions" - contributions made by the Company pursuant to
         Article IV of the Plan, other than Company Salary Reduction
         Contributions.

(11)     "Company Salary Reduction Contributions" - amounts transferred to the
         Plan by the Company pursuant to salary reduction arrangements between
         the Company and Participants, also sometimes referred to herein as
         Pre-Tax Dollar Qualifier Contributions.


                                       2


(12)     "Compensation" - includes all payments of base salary, bonus,
         commissions, Company Salary Reduction Contributions to this Plan and
         any taxable payments paid to the Participant in a calendar year, except
         that there shall be excluded from Compensation: Company payments of
         deferred compensation to the Participant or to a plan of deferred
         compensation (other than Company Salary Reduction Contributions to this
         Plan), stock options (including any disqualifying dispositions
         therefrom), director fees, sales awards, relocation bonuses, suggestion
         system awards, tuition reimbursements, payments upon exercise of stock
         appreciation rights or in lieu of exercise of stock options, imputed
         income (such as, for example and not by way of limitation, the value of
         group life insurance coverage reportable as income), benefits accruing
         or payable under nonqualified retirement plans, Expatriate Income, and
         other amounts which either are excludable or deductible from income in
         whole or in part for federal income tax purposes or which represent
         payments pursuant to a program of benefits or deferred compensation
         (other than Company Salary Reduction Contributions), whether or not
         qualified under the Code.

         Notwithstanding the above, the maximum amount of Compensation taken
         into account each year for all computations shall not exceed the amount
         prescribed pursuant to Section 401(a)(17) of the Code, as amended, or
         such amount as the Secretary of the Treasury shall prescribe from time
         to time.

         Any cost-of-living adjustment in effect for a calendar year applies to
         any period, not exceeding 12 months, over which compensation is
         determined (determination period) beginning in such calendar year. If a
         determination period consists of fewer than 12 months, Code Section
         401(a)(17) annual compensation limit will be multiplied by a fraction,
         the numerator of which is the number of months in the determination
         period, and the denominator of which is 12.

(13)     "Continuous Credited Service" - the number of years aggregated under
         the provisions of Article II, Section 2, except that Continuous
         Credited Service prior to January 1, 1976, shall be calculated from the
         most recent Employment Date.

(14)     "Controlled Group" - means the Company and any and all other
         corporations, trades and/or businesses, the employees of which together
         with Employees of the Company are required, by the first sentence of
         Subsection (b) or Subsection (c) of Section 414 of the Code to be
         treated as if they were employed by a single employer. Each corporation
         or unincorporated trade or business that is or was a member of the
         Controlled Group shall be referred to herein as an "Controlled Group
         Member" or a "Controlled Company", but only during such period as it is
         or was such a member.

         Controlled Group also includes any organization (whether or not
         incorporated) which is a member of an affiliated service group (as
         defined in Section 414(m) of the Code) which includes the Company; and
         any other entity required to be aggregated with the Company pursuant to
         regulations under Section 414(o) of the Code.

(15)     "Current Earnings" - net income before federal income taxes of the
         Company for its current fiscal year and before deducting any Company
         Contributions or ESOP


                                       3


         Contributions to this Plan for such fiscal year determined on the basis
         of generally accepted accounting principles.

(16)     "Designated Beneficiary" - the beneficiary chosen by the Participant,
         in accordance with the provisions of Article X herein, to receive, upon
         the Participant's death, any benefit payable under this Plan by reason
         of the Participant's death.

(17)     "Employee" - any employee of the Company except, one whose terms and
         conditions of employment are determined through collective bargaining
         where the issue of retirement benefits has been a bona fide subject of
         such collective bargaining and where such collective bargaining has not
         resulted in an agreement to include such employee among those eligible
         for participation in this Plan. To the extent required by Section
         414(n) of the Code, the term "Employee" includes any person who is a
         "leased employee" of the Company or any other Controlled Group Member.
         For purposes of this Subsection, a "leased employee" means any person
         who, pursuant to an agreement between the Company or a Controlled Group
         Member and any other person ("leasing organization"), has performed
         services for the Company or Controlled Group Member on a substantially
         full-time basis for a period of at least one year, and such services
         are performed under primary direction or control of the Company or
         Controlled Group Member. Contribution or benefits provided to a leased
         employee by the leasing organization that are attributable to services
         performed for the Company or a Controlled Group Member will be treated
         as provided by the Company or Controlled Group Member. A leased
         employee will not be considered an Employee of the Company or a
         Controlled Group Member, however, if (1) leased employees do not
         constitute more that 20% of the Company's or Controlled Group Member's
         non-highly compensated work force (within the meaning of Section
         414(n)(5)(C)(ii) of the Code) and (2) such leased employee is covered
         by a money purchase pension plan maintained by the leasing organization
         that provides (i) a non-integrated employer contribution rate of at
         lease 10% of compensation, (ii) immediate participation and (iii) full
         and immediate vesting. All personal and relative pronouns, singular or
         plural, and words "person", "participant", and "employee" shall refer
         to both male and female employees equally. The term "Employee" shall
         include any U.S. citizen employed by foreign affiliates, as defined in
         Section 3121(l)(6) of the Code, for which the Company has entered into
         a Code Section 3121(l) agreement with the Internal Revenue Service.

(18)     "Employment Date" - the date on which the Employee first completes an
         Hour of Service in the employ of the Company, whether or not that
         service is performed as an Employee.

(19)     "ESOP Account" - shall include all amounts in the Participant's Account
         that are transferred to the ESOP Account pursuant to Section 3 and
         Section 5 of Article V. The ESOP Account shall be established under the
         ESOP Feature of the Plan. The ESOP Account shall consist of an
         After-Tax Dollar Contributions subaccount which will reflect the amount
         of After-Tax Dollar Contributions in the ESOP Account attributable to a
         Participant and allocated earnings attributable thereto, a Pre-Tax
         Dollar Qualifier Contributions subaccount which will reflect the amount
         of Pre-Tax Dollar Qualifier Contributions in the ESOP Account
         attributable to a Participant and allocated earnings attributable
         thereto, a Transfer Contributions subaccount which will reflect the
         amount of


                                       4


         Transfer Contributions in the ESOP Account attributable to a
         Participant and allocated earnings attributable thereto, a Company
         Contributions subaccount which will reflect the amount of Company
         Contributions in the ESOP Account made pursuant to Article IV herein
         and allocated earnings attributable thereto, an ESOP Contributions
         subaccount which will reflect the amount of ESOP Contributions in the
         ESOP Account made pursuant to Article XVIII herein and allocated
         earnings attributable thereto, and a Prior Plan Contributions
         subaccount which will reflect the amount of Prior Plan Contributions in
         the ESOP Account attributable to a Participant and allocated earnings
         attributable thereto.

(20)     "ESOP Contributions" - are the discretionary contributions made by the
         Company pursuant to Section 3 of Article XVIII.

(21)     "ESOP Feature" - is the portion of the Plan described in Article XVIII.
         The ESOP Feature consists of the ESOP Account.

(22)     "Expatriate Income" - includes all payments of foreign service
         allowances, foreign housing allowances (net of amounts deducted from
         pay) and foreign living expenses (net of amounts deducted from pay),
         and any Employee income taxes paid by the Company (net of hypothetical
         income taxes which may have been deducted from pay) paid to any
         Employee included in this Plan by way of Section 3121(l).

(23)     "Full-Time Employee" - an Employee whose position normally requires a
         work week of at least forty (40) hours.

(24)     "Highly Compensated Employee" - The term Highly Compensated Employee
         includes highly compensated active employees and highly compensated
         former employees. For a particular Plan Year, a highly compensated
         active Employee means any Employee who: (i) was a 5-percent owner at
         any time during the current or the preceding Plan Year or (ii) for the
         preceding Plan Year received Compensation from the Company in excess of
         the amount in effect for such Plan Year under Section 414(q)(1)(B) of
         the Code and was in the top-paid group of Employees for such preceding
         Plan Year.

         A highly compensated former employee includes any employee who
         separated from service (or was deemed to have separated) prior to the
         determination year, performs no service for the employer during the
         determination year, and was a highly compensated active employee for
         either the separation year or any determination year ending on or after
         the employee's 55th birthday.

         The determination of who is a Highly Compensated Employee, including
         the determination of the number and identity of employees in the
         top-paid group, and the compensation that is considered, will be made
         in accordance with Section 414(q) of the Code and the regulations
         thereunder.

(25)     "Hour of Service" - each hour for which an Employee is paid, or
         entitled to payment, by the Company and/or any Controlled Group Member
         for the performance of duties or on account of a period of time during
         which no duties are performed due to vacation, holiday, jury duty,
         military duty or funeral absence. An Hour of Service also includes


                                       5


         each hour for which an Employee is not paid, or not entitled to
         payment, on account of a period of time during which the Employee
         continues to accrue Continuous Credited Service while under an approved
         Leave of Absence for illness, incapacity or disability, military duty
         or personal reasons.

         Each hour for which an Employee is paid back pay, regardless of
         mitigation of damages, except for hours previously credited for the
         same period, or severance pay. Hours of Service shall not be credited
         due to payments received by an Employee from a plan maintained for the
         sole purpose of complying with applicable worker's or unemployment
         compensation laws, complying with disability insurance laws, or
         reimbursement of medical or medically related expenses.

         Such hours shall be credited as specified in Title 29, Code of Federal
         Regulations, ss.2530.200-2(b) and (c).

         Hours of Service performed at premium rates (such as holiday pay
         overtime or shift differential) shall be credited as single hours of
         service, regardless of the rate of compensation in effect for such
         service.

         If an Employee is absent from work for any period which commences on or
         after January 1, 1985

         (a)      by reason of the pregnancy of the Employee,

         (b)      by reason of the birth of a child of the Employee,

         (c)      by reason of the placement of a child with the Employee in
                  connection with the adoption of such child by the Employee, or

         (d)      for purposes of caring for any such child for a period
                  beginning immediately following such birth or placement, and,

         (e)      the Employee (if classified by the Company as a Part-Time
                  Employee) shall receive credit for Hours of Service (solely
                  for the purpose of determining whether he/she has incurred a
                  Severance Date for purposes of participation and determining
                  his/her Vested interest) equal to:

                  (i)      the number of Hours of Service which otherwise would
                           normally have been credited to him/her but for the
                           absence, or

                  (ii)     if the number of Hours of Service under clause (i) is
                           not determinable, eight (8) Hours of Service per
                           normal work day of the absence, except that no more
                           than 501 Hours of Service shall be credited under
                           this paragraph by reason of the absence. The Hours of
                           Service shall be credited:

                           (A)      in the twelve (12) Consecutive Month Period
                                    in which the absence from work begins, if
                                    the Participant would be prevented from
                                    incurring a Severance Date in such Period,
                                    or


                                       6


                           (B)      in the immediately following twelve (12)
                                    Consecutive Month Period.

                                    (1)      The Employee (if classified by the
                                             Company as a Full-Time Employee)
                                             shall not, solely by reason of such
                                             absence, be considered to have
                                             incurred a Severance Date for
                                             purposes of participation and for
                                             determining his/her Vested interest
                                             until the expiration of the
                                             consecutive twenty-four (24) month
                                             period commencing on the first day
                                             of the absence.

                                    (2)      No credit will be given pursuant to
                                             this paragraph unless the Employee
                                             furnishes information to establish
                                             that the absence is for the reasons
                                             referred to in paragraphs (a), (b),
                                             (c) and (d) of this Section and the
                                             number of days for which there was
                                             such an absence.

                                    (3)      If an Employee is absent from work
                                             for any period for any reasons
                                             referred to in subparagraphs (a),
                                             (b), (c) and (d) of this
                                             subsection, and such period
                                             includes the last day of the Plan
                                             Year, the Employee shall be deemed
                                             to be employed on such date for
                                             purposes of Section 3, Article II.

(26)     "Investment Option" - one of those forms of investments which are
         available to a Participant to invest his/her contributions, Company
         Salary Reduction Contributions, Vested Company Contributions, Transfer
         Contributions, Prior Plan Contributions and related earnings under the
         Plan.

(27)     "Leave of Absence" - leave of absence granted by law, the Company due
         to illness or injury, required U.S. Military Service, or other special
         leave of absence set forth in the Company leave of absence policies,
         under which all Employees in similar circumstances shall be treated
         alike.

(28)     "Non-ESOP Account" - shall include all Participant Contributions,
         Company Contributions, and Transfer Contributions made to the Plan
         pursuant to Articles III and IV of the Plan; EXCEPT THAT the Non-ESOP
         Account shall not include any portion of such contributions transferred
         to the Participant's ESOP Account pursuant to Section 3 and Section 5
         of Article 5. The Non-ESOP Account shall be established under the
         Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of an
         After-Tax Dollar Contributions subaccount which will reflect the amount
         of After-Tax Dollar Contributions in the Non-ESOP Account attributable
         to a Participant and allocated earnings attributable thereto, a Pre-Tax
         Dollar Qualifier Contributions subaccount which will reflect the amount
         of Pre-Tax Dollar Qualifier Contributions in the Non-ESOP Account
         attributable to a Participant and allocated earnings attributable
         thereto, a Transfer Contributions subaccount which will reflect the
         amount of Transfer Contributions in the Non-ESOP Account attributable
         to a Participant and allocated earnings attributable thereto, a Company
         Contributions subaccount which will reflect the


                                       7


         amount of Company Contributions in the Non-ESOP Account made pursuant
         to Article IV herein and allocated earnings attributable thereto, and a
         Prior Plan Contributions subaccount which will reflect the amount of
         Prior Plan Contributions in the Non-ESOP Account attributable to a
         Participant and allocated earnings attributable thereto.

(29)     "Non-ESOP Feature" - is the portion of the Plan (a) which is not
         included within the ESOP Feature, (b) which is intended to qualify as a
         profit sharing plan under Code Section 401(a), and (c) which includes a
         qualified cash or deferred arrangement within the meaning of Code
         Section 401(k). The Non-ESOP Feature consists of the Non-ESOP Account.

(30)     "Non-Highly Compensated Employee" - an Employee of the Employer who is
         not a Highly Compensated Employee.

(31)     "Normal Retirement Date" - the later of the day the Participant attains
         age sixty-five (65) or the 5th anniversary of the time a Plan
         Participant commenced participation in the Plan. However, the Normal
         Retirement Date for Employees employed in the capacity of pilot, as
         required by Corporate Policy C01-3 (Aircraft Usage, Flight Crew Member
         Training and Development) shall be the later of the day such Employee
         attains age sixty (60) or the completion of five years of Plan
         participation.

(32)     "Participant" - any person who has been admitted to participation in
         this Plan pursuant to the provisions of Article II. The term
         "Participant" shall include active Participants (those currently
         eligible to share in Company Contributions and ESOP Contributions, if
         any), inactive Participants (those individuals who are employed by the
         Company and have been active Participants but are not now eligible to
         share in Company Contributions or ESOP Contributions), and any former
         Employee who has an Account under the Plan.

(33)     "Participant Contributions" - the aggregate of all After-Tax Dollar
         Contributions and Pre-Tax Dollar Qualifier Contributions.

(34)     "Participant Loan" - the total amount outstanding of a loan provided
         for in Article VII.

(35)     "Part-Time Employee" - an Employee whose position normally requires a
         work week of less than forty (40) hours.

(36)     "Plan" - the Spectrum Investment Savings Plan as set forth herein, and
         as it may be modified or amended from time to time. The Plan consists
         of the ESOP Feature and the Non-ESOP Feature.

(37)     "Plan Year" - except as otherwise provided herein, a Plan Year shall be
         the calendar year beginning January 1 and ending December 31.

(38)     "Pre-Tax Dollar Qualifier Contribution (PDQ)" - the percentage of a
         Participant's Compensation which the Company contributes to the Plan
         pursuant to a salary reduction agreement, under which a Participant
         elects to forego a percentage of such Compensation and under which an
         Employee agrees to have his/her Compensation reduced for purposes


                                       8


         of the Plan, also sometimes referred to herein as a Company Salary
         Reduction Contribution.

(39)     "Prior Plans" - the Profit-Sharing Plan of Oliver Rubber Company, The
         Standard Products Company Individual Retirement and Investment Trust
         Plan, The Standard Products Company Money Purchase Pension Plan and
         Trust for Hourly Employees, and the Siebe Automotive Employees' Profit
         Sharing Plan.

(40)     "Prior Plan Contributions" - contributions made to a Prior Plan by or
         with respect to a Participant.

(41)     "Return on Invested Capital" or "ROIC" - earnings before interest and
         income taxes (EBIT) of the Company for the most recently completed
         calendar year, as reported in the Company's audited financial
         statements for such year, divided by the average of the Company's
         invested capital over the five consecutive calendar quarters ending
         with the final calendar quarter of the calendar year in question. For
         purposes of this Section, "invested capital" shall mean long-term debt
         plus shareholder's equity as of the end of each such quarter.

(42)     "Severance Date" - the earliest of (a) the date on which the Employee
         retires, dies, quits, or is discharged or (b) the date on which the
         Employee ceases to accrue Continuous Credited Service in accordance
         with the Company's policies for Leave of Absence; but in no event shall
         the Severance Date, as defined in (b), be earlier than the first
         anniversary of the first day of a period throughout which the Employee
         remains absent, with or without pay, from the service of the Company by
         reason of the absence.

(43)     "Severance Period" - (a) each twelve (12) consecutive month period
         beginning on a Part-Time Employee's Employment Date or Adjusted
         Employment Date or any anniversary thereof if less than five hundred
         (500) Hours of Service are completed in that period, or (b) for a
         Full-Time Employee, the period of time between the Employee's Severance
         Date and the date on which he again performs an Hour of Service.

(44)     "Spouse" - the person to whom the Participant is married to at the
         relevant time.

(45)     "Total and Permanent Disability" - a condition of a Participant as the
         result of bodily injury or disease from an unavoidable cause which
         prevents such Participant from being physically or mentally able to
         meet his/her present job requirements as the same existed at the time
         of the Participant's cessation of service due to such condition and
         which disability will (in the opinion of a qualified physician
         designated by the Committee) presumably be permanent and continuous
         during the remainder of his/her life. Such condition shall be deemed to
         have resulted from an unavoidable cause unless it:

         (a)      was contracted, suffered or incurred while the Participant was
                  engaged in, or resulted from having engaged in, a felonious
                  enterprise, or

         (b)      resulted from drunkenness or hallucinogenic and/or narcotic
                  drugs not prescribed by a qualified physician for treatment of
                  a condition, or


                                       9


         (c)      resulted from an intentional self-inflicted injury or
                  self-induced sickness.

(46)     "Transaction Period" - a period described in Article XV herein during
         which certain rules and regulations, as established by the Committee
         and the Trustee, shall govern all transactions relating to securities.

(47)     "Transactions" - all purchases, sales, redemptions or other
         dispositions of securities by the Trustee under the Plan.

(48)     "Transfer Contributions" - those amounts transferred to the Plan on
         behalf of an Employee from another plan qualified under Section 401(a)
         of the Code as described in Article III, Section (9).

(49)     "Trustee" - the Trustee or Trustees designated by the Company as
         provided herein.

(50)     "Unvested" - that portion of a Participant's Account balance which is
         not Vested pursuant to Article VI herein.

(51)     "Vested" - that portion of a Participant's Account balance to which
         he/she has a nonforfeitable right pursuant to Article VI herein.


                                       10


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

         SECTION 1. ELIGIBILITY

Any salaried Employee of the Company is eligible to participate in the Plan.

Notwithstanding the foregoing, no Employee who serves only as a leased employee
as defined in Section 414(n) of the Code shall be covered by the Plan or deemed
to be a Participant.

         SECTION 2. CONTINUOUS CREDITED SERVICE

         (a)      Continuous Credited Service for purposes of computing
                  eligibility shall be determined as follows:

                  (i)      Each person who is considered a Part-Time Employee
                           and each other person in the employ of the Company or
                           of a Controlled Group who is not considered a
                           Full-Time Employee shall be credited with one (1)
                           year of Continuous Credited Service upon completion
                           of 1,000 Hours of Service during any period of twelve
                           (12) consecutive months beginning with that person's
                           Employment Date or Adjusted Employment Date, or any
                           anniversary thereof.

                  (ii)     Employees who are considered Full-Time Employees
                           shall have their Continuous Credited Service
                           determined as the period of time (as computed to
                           completed 1/12ths of a year) between the Employee's
                           Employment Date or Adjusted Employment Date and the
                           Employee's most recent Severance Date.

                  (iii)    Years of Continuous Credited Service before any
                           Severance Period shall be disregarded for Nonvested
                           Participants, if the number of years within such
                           Severance Period equals or exceeds the greater of:

                           (A)      five (5); or

                           (B)      the aggregate number of years of Continuous
                                    Credited Service before such Severance
                                    Period.

                  (iv)     For purposes of eligibility and vesting, Continuous
                           Credited Service shall include continuous credited
                           service, as that term is defined herein, of Employees
                           with corporations or other entities that have been
                           acquired by or merged into the Company, such that
                           they become a part of the Company or are subsidiaries
                           of the Company that are part of the Controlled Group,
                           provided that such Employees were employed by the
                           acquired or merged entity immediately prior to the
                           acquisition or merger, and are Employees of the
                           Company or an entity which is a part of the
                           Controlled Group immediately after the acquisition or
                           merger.


                                       11


         (b)      Continuous Credited Service prior to January 1, 1976, shall
                  not be subject to any adjustment under this Section 2.

         (c)      Any person who incurs a Severance Period after January 1,
                  1976, shall have Continuous Credited Service restored on the
                  following basis:

                  (i)      A Participant who before the Severance Date was
                           Vested will for all purposes have pre-Severance
                           Period and post- Severance Period Continuous Credited
                           Service aggregated to create an Adjusted Employment
                           Date.

                  (ii)     A Participant who before the Severance Date was
                           Unvested will have Continuous Credited Service
                           restored on the following basis to create an Adjusted
                           Employment Date:

                           (A)      If the Severance Period is less than the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall be
                                    aggregated with any Continuous Credited
                                    Service after the Severance Period to create
                                    an Adjusted Employment Date for all
                                    purposes. Such aggregation of Continuous
                                    Credit Service shall not include any period
                                    of time during the Severance Period.

                           (B)      If the Severance Period equals or exceeds
                                    the greater of five (5) years or the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall
                                    not be aggregated and the Employee shall
                                    become a Participant as specified in Section
                                    3 of this Article.

       SECTION 3. PARTICIPATION

An Employee described in Section 1 will become a Participant in the Plan upon
satisfaction of all the following requirements:

         (a)      receipt by the Committee of a completed application,

         (b)      agreement to an appropriate payroll deduction from his/her
                  Compensation,

         (c)      agreement to accept a reduction of his/her Compensation equal
                  to the whole percentage of his/her compensation per payroll
                  period he/she elects to have contributed by the Company as a
                  Pre-Tax Dollar Qualifier Contribution, if any.

A Participant shall cease to be eligible to make contributions to the Plan and
to share in Company Contributions or ESOP Contributions under the Plan when
he/she is no longer an Employee due to: resignation, termination, retirement,
death, Total and Permanent Disability, or otherwise ceasing to be an Employee,
or Participant's voluntary election to suspend Participation pursuant to Article
VII hereof. Participation in the Plan will cease when the Employee or former
Employee no longer has an Account under the Plan. A Participant who voluntarily
ceases Active


                                       12


Participation from this Plan while still an Employee accumulating Continuous
Credited Service shall be ineligible to resume Active Participation for a period
of twelve (12) months from the date Active Participation last ceased.

Notwithstanding the above paragraph, a Participant who retires under the
Company's Salaried Employee's Retirement Plan may elect to continue to be a
Participant in the Plan and maintain an Account until the earlier of the date
he/she withdraws the balance in his/her Account or April 1 of the calendar year
following the calendar year in which he/she attains age 70-1/2. After the
effective date of such retirement, such a Participant shall not be entitled to
make contributions to the Plan or share in the allocation of Company
Contributions or ESOP Contributions. Participation in the Plan by eligible
Employees shall be voluntary.



                                       13




                                  ARTICLE III
                           PARTICIPANTS' CONTRIBUTIONS

         SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX DOLLAR QUALIFIER CONTRIBUTION
         AND AFTER-TAX DOLLAR CONTRIBUTION

An Active Participant may make either a Pre-Tax Dollar Qualifier Contribution or
an After-Tax Dollar Contribution, or both, in accordance with the following
amounts:

         (a)      An Active Participant may agree to have contributed on his
                  behalf as a Pre-Tax Dollar Qualifier Contribution for a Plan
                  Year an amount, at his election, not to exceed the lesser of
                  (i) 15% of his/her Compensation or (ii) the dollar limitation
                  in effect for such Plan Year under Section 402(g) of the Code.

                  To have a Pre-Tax Dollar Qualifier Contribution contributed on
                  his behalf, a Participant shall enter into a written salary
                  reduction agreement with the Company which shall provide a
                  reduction in the Participant's Compensation equal to any whole
                  percentage per pay period which he elects to have contributed
                  on his/her behalf as a Pre-Tax Dollar Qualifier Contribution.
                  Such reduction in Compensation must be made at the time the
                  Participant would normally receive his/her Compensation from
                  the Company.

                  The Company may amend or revoke its salary reduction agreement
                  with any Participant at any time, if the Company determines
                  that such revocation or amendment is necessary to insure that
                  contributions by or on behalf of a Participant for any Plan
                  Year will not exceed the limitations of Code Sections 415, and
                  402(g) or to insure that the discrimination tests of Section
                  401(k) of the Code are met for such Plan Year.

         (b)      An Active Participant may agree to contribute as an After-Tax
                  Dollar Contribution an amount, at his/her election, equal to
                  up to sixteen percent (16%) of his/her Compensation subject to
                  the limitations imposed by this Plan.

In no event, however, shall the aggregate of After-Tax Dollar Contributions and
Pre-Tax Dollar Qualifier Contributions, to which Company Contributions, if any,
are allocated, exceed six percent (6%) of a Participant's Compensation.

Pre-Tax Dollar Qualifier Contributions and After-Tax Dollar Contributions shall
be fully Vested and nonforfeitable at all times.

         SECTION 2. MAXIMUM AGGREGATE CONTRIBUTION

         (a)      In no event shall the aggregate of contributions made by or on
                  behalf of a Participant exceed sixteen percent (16%) of
                  his/her Compensation. Contributions made by or on behalf of a
                  Participant are the total of Pre-Tax Dollar Qualifier
                  Contributions and After-Tax Dollar Contributions subject to
                  the following limitations,


                                       14


         (b)      ACP Test

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

                  (ii)     The Average Contribution Percentage for Participants
                           who are Highly Compensated Employees for the Plan
                           Year shall not exceed the Average Contribution
                           Percentage for Participants who are Non-highly
                           Compensated Employees for the Plan Year multiplied by
                           two (2), provided that the Average Contribution
                           Percentage for Participants who are Highly
                           Compensated Employees does not exceed the Average
                           Contribution Percentage for Participants who are
                           Non-highly Compensated Employees by more than two (2)
                           percentage points or such lesser amount as the
                           Secretary of the Treasury shall prescribe to prevent
                           the multiple use of this alternative limitation with
                           respect to any Highly Compensated Employee.

         (c)      ADP Test

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

                  (ii)     The Actual Deferral Percentage for Participants who
                           are Highly Compensated Employees for the Plan Year
                           shall not exceed the Actual Deferral Percentage for
                           Participants who are Non-highly Compensated Employees
                           for the Plan Year multiplied by two (2), provided
                           that the Actual Deferral Percentage for Participants
                           who are Highly Compensated Employees does not exceed
                           the Actual Deferral Percentage for Participants who
                           are Non-highly Compensated Employees by more than two
                           (2) percentage points or such lesser amount as the
                           Secretary of the Treasury shall prescribe to prevent
                           the multiple use of this alternative limitation with
                           respect to any Highly Compensated Employee.

         (d)      Definitions. For purposes of this Section, the following
                  definitions shall apply:

                  (i)      "Average Contribution Percentage" - shall mean the
                           average (expressed as a percentage) of the
                           Contribution Percentages of the Participants in a
                           group.

                  (ii)     "Actual Deferral Percentage" - shall mean the average
                           (expressed as a percentage) of the Deferral
                           Percentages of the Participants in a group.

                  (iii)    "Contribution Percentage" - shall mean, for a
                           specified group of Employees entitled to make
                           After-Tax Dollar Contributions for a Plan


                                       15


                           Year, the average of the ratios (calculated
                           separately for each Employee in such group) of (A)
                           the sum of the After-Tax Dollar Contributions made to
                           the Plan by or on behalf of an Employee and the
                           Company Contributions made to the Plan on behalf of
                           the Employee for the Plan Year to (B) the Employee's
                           Compensation for the Plan Year.

                  (iv)     "Deferral Percentage" - shall mean, for a specified
                           group of Employees entitled to make Pre-Tax Dollar
                           Qualifier Contributions for a Plan Year, the average
                           of the ratios (calculated separately for each
                           Employee in such group) of (A) the amount of Pre-Tax
                           Dollar Qualifier Contributions actually made to the
                           Plan for each such Employee for such Plan Year to (B)
                           the Employee's Compensation for such Plan Year.

                  (v)      "Excess Aggregate Contributions" - shall mean, with
                           respect to any Plan year, the excess of --

                           (A)      the aggregate amount of the matching
                                    contributions and employee contributions
                                    (and any qualified nonelective contribution
                                    or elective contribution taken into account
                                    in computing the contribution percentage)
                                    actually made on behalf of Highly
                                    Compensated Employees for such Plan Year,
                                    over

                           (B)      the maximum amount of such contributions
                                    permitted under the limitations of
                                    Subsection (b) of this Section (determined
                                    by reducing contributions made on behalf of
                                    highly compensated employees in order of
                                    their Contribution Percentages beginning
                                    with the highest of such percentages).

                  (vi)     "Excess Deferrals" -- shall mean, with respect to any
                           Plan year, the excess of --

                           (A)      the amount of Pre-Tax Dollar Qualifier
                                    Contributions actually made on behalf of
                                    Highly Compensated Employees for such Plan
                                    year, over

                           (B)      the maximum amount of such contributions
                                    permitted under the limitations of
                                    Subsection (c) of this Section (determined
                                    by reducing contributions made on behalf of
                                    highly compensated employees in order of
                                    their Deferral Percentages beginning with
                                    the highest of such percentages).

                  (vii)    In the event that Excess Aggregate Contributions are
                           made to the Trust for any Plan Year, then, prior to
                           March 15 of the following Plan Year, such Excess
                           Aggregate Contributions (and any income allocable
                           thereto) shall be forfeited (if forfeitable) and
                           applied to reduce future Company Contributions or (if
                           not forfeitable) shall be distributed to the eligible
                           Highly Compensated Employees on the basis of the
                           respective portions of


                                       16


                           the Excess Aggregate Contributions made by or on
                           behalf of such eligible Highly Compensated Employees.

                  (viii)   In the event that Excess Deferrals are made to the
                           Trust for any Plan Year, then, prior to March 15 of
                           the following Plan Year, (A) such Excess Deferrals
                           (and any income allocable thereto) shall be
                           distributed to the eligible Highly Compensated
                           Employees on the basis of the amount of Pre-Tax
                           Dollar Qualifier Contributions made by or on behalf
                           of such eligible Highly Compensated Employees.

         (e)      To the extent required by the Code and Treasury Regulations,
                  the limitations set forth in Section 2 shall be applied
                  separately to each of the Non-ESOP Feature and the ESOP
                  Feature. Notwithstanding the foregoing, for purposes of
                  applying this Section 2 for any Plan Year in which

                  (i)      the ESOP Feature is maintained, and

                  (ii)     the requirements of Sections 401(k)(12) and
                           401(m)(11) of the Code are not satisfied,

                  a single Average Contribution Percentage and a single Actual
                  Deferral Percentage will be calculated for the group of
                  eligible Employees who are Highly Compensated Employees and a
                  single Average Contribution Percentage and a single Actual
                  Deferral Percentage will be calculated for the group of
                  eligible Employees who are Non-Highly Compensated Employees
                  for the Plan Year, notwithstanding the existence of the ESOP
                  portion of the Plan and the disaggregation rules of Treasury
                  Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by
                  reason of the fact that, notwithstanding the ESOP, all Pre-Tax
                  Dollar Qualifier Contributions made in such Plan Year are
                  allocated to the Pre-Tax Dollar Qualifier Contribution
                  subaccount of the Participant's Non-ESOP Account in such Plan
                  Year (including any Pre-Tax Dollar Qualifier Contributions
                  that are invested in Common Stock) and such account is not
                  part of the ESOP, all After-Tax Dollar Contributions made in
                  such Plan Year are allocated to the After-Tax Dollar
                  Contribution subaccount of the Participant's Non-ESOP Account
                  in such Plan Year (including any After-Tax Dollar
                  Contributions that are invested in Common Stock) and such
                  account is not part of the ESOP, and all Company Contributions
                  made in such Plan Year are allocated to the Company
                  Contribution subaccount of the Participant's Non-ESOP Account
                  in such Plan Year (including any Company Contributions that
                  are invested in Common Stock) and such account is not part of
                  the ESOP.

         SECTION 3. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS

All contributions made by or on behalf of a Participant are subject to the
limitations imposed by Section 401(k) and Section 415 of the Code, as further
set forth in Section 2 of this Article III and in Article XII hereof,
respectively, but including any and all testing procedures as may be permitted
by the Sections of the Code and the Treasury Regulations described in this
sentence


                                       17


and in the following sentence. Contributions are also subject to the limitations
imposed by Sections 401(k)(3), 401(m) and 402(g) of the Code, and Reg. Section
1.401(m)-(2).

         SECTION 4. CHANGING CONTRIBUTION PERCENTAGE

The contribution percentage(s) designated by a Participant shall continue in
effect, notwithstanding any change in his/her Compensation, until he/she changes
such contribution percentage(s).

A Participant may elect, at any time, but not less than thirty (30) days from
the last change in contribution percentages, to increase or decrease the
contribution percentage(s) within the applicable limits to be effective as soon
as practicable after receipt of notice of change.

         SECTION 5. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES

Each Participant's payroll deduction must be made in whole multiples of one
percent (1%). Each Participant's Pre-Tax Dollar Qualifier Contributions, if any,
shall be in whole multiples of 1% of Compensation, subject to adjustment
pursuant to Section 6 hereof.

         SECTION 6. METHOD OF PARTICIPANTS' CONTRIBUTIONS

         (a)      Participants' After-Tax Dollar Contributions shall be made by
                  a payroll deduction from Compensation for each pay period.

         (b)      (i)      Each Pre-Tax Dollar Qualifier Contribution made by
                           the Company on behalf of a Participant shall be
                           transferred to the Plan pursuant to the terms of a
                           written salary reduction agreement between such
                           Participant and the Company. A Participant's salary
                           reduction agreement shall be modified automatically
                           to correspond to the change in the amount of the
                           Pre-Tax Dollar Qualifier Contributions made on
                           his/her behalf as set forth in Section 4 hereof.

                  (ii)     The tentative salary reduction amount set forth in
                           any salary reduction agreement shall be in any amount
                           as the Participant shall elect, but shall be not less
                           than 1% and not more than 15% of Compensation of such
                           Participant. Tentative salary reductions shall become
                           final, and then shall constitute Pre-Tax Dollar
                           Qualifier Contributions, only after the Company or
                           the Committee has made such adjustments thereto as
                           they (or either of them) deem necessary to maintain
                           the qualified status of this Plan or to maintain the
                           status of any portion of this Plan as a qualified
                           cash or deferred arrangement under Section 401(k) of
                           the Code.

                  (iii)    All amounts withheld pursuant to a salary reduction
                           agreement and thereafter contributed to the Plan as
                           Pre-Tax Dollar Qualifier Contributions shall be so
                           delivered only if the Company in good faith believes
                           that such amounts do not exceed the amounts
                           permissible pursuant to the limitations hereinabove
                           set forth. If any amount shall be withheld from the
                           Compensation of a Participant pursuant to a salary


                                       18


                           reduction agreement which exceeds the maximum amount
                           permissible pursuant to Section 2(b), 2(c) and 3
                           hereof, and if such amount is contributed to the Plan
                           as a Pre-Tax Dollar Qualifier Contribution by way of
                           a mistake of fact, it shall be refunded, along with
                           any income or loss related thereto, to the Company
                           and shall thereafter be paid as promptly as
                           practicable (subject, however, to the withholding of
                           taxes and other amounts as though such amount were
                           current Compensation), but no later than 2 1/2 months
                           after the last day of the Plan Year in which such
                           excess amounts arose, by the Company to the Employee
                           from whose Compensation such amount was obtained
                           pursuant to a salary reduction agreement.

                  (iv)     The maximum amount of such contributions is limited
                           under Section 401(k)(3) determined by reducing
                           contributions made on behalf of Highly Compensated
                           employees in order of their contribution percentages
                           beginning with the highest of such percentages.

         SECTION 7. CREDITING OF CONTRIBUTION AMOUNTS

Participants' After-Tax Dollar Contributions shall be transferred by the Company
to the Trustee as soon as practicable, but not less frequently than each pay
date. All payments so made by the Company shall be reported to the Committee.

All such contributions shall be appropriately credited to the Account of each
Participant by the Trustee.

         SECTION 8. VETERANS

Notwithstanding any provision of this Plan to the contrary, effective December
12, 1994, contributions, benefits and Continuous Credited Service with respect
to qualified military service will be provided in accordance with Section 414(u)
of the Code. "Qualified military service" means any service in the uniformed
services (as defined in chapter 43 of title 38 of the United States Code) by any
individual if such individual is entitled to reemployment rights under such
chapter with respect to such service.

         SECTION 9. TRANSFER CONTRIBUTIONS

The Trustee is authorized to accept on behalf of a Participant, and hold as part
of a Participant's Account, assets from a trustee of another plan qualified
under Section 401(a) of the Code, provided that such other plan permits such a
transfer and provided that the Committee approves such transfer from such other
plan. All amounts so transferred to a Participant's Account shall be referred to
herein as "Transfer Contributions."

         SECTION 10. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

When transmitted to the Plan pursuant to this Article III, the Participant
Contributions shall be transmitted to and held under the Non-ESOP Feature of the
Plan. As provided in Section 3 and


                                       19


Section 5 of Article V, such contributions may be transferred later from the
Non-ESOP Feature to the ESOP Feature.




                                       20


                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

         SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS

The Company shall contribute to the Trustee out of Current Earnings for that
fiscal year or, at its discretion as set forth below out of its accumulated
earnings, in cash or in its treasury or authorized but unissued Common Stock the
value of which shall be computed at the applicable fair market value on the date
of contribution by the Company, an amount equal to

         (a)      the lesser of:

                  (i)      fifty percent (50%) of all Participant Contributions
                           which represent up to six percent (6%) of each
                           Participant's Compensation during such year, less any
                           forfeitures (as defined in Article VIII, Section 1),
                           or

                  (ii)     an amount equal to fifteen percent (15%) of the
                           Company's Current Earnings for such year in excess of
                           ten percent (10%) of the stockholder's equity of the
                           Company at the beginning of such year, and

         (b)      in addition, when (a)(i) above applies and Return On Invested
                  Capital (ROIC) equals or exceed 15%, an additional Company
                  Contribution which when aggregated with (a)(i) above equals
                  the Contribution Percentage determined under this paragraph
                  (b) of all Participant Contributions which represent up to six
                  percent (6%) of each Participant's Compensation during such
                  year, less any forfeitures (as defined in Article VIII,
                  Section 1). The "Contribution Percentage" under this paragraph
                  (b) shall be the percentage set forth in column B below that
                  corresponds to the ROIC for such fiscal year, equal to or in
                  excess of 15%, set forth in Column A below. For ROIC levels
                  that are not a whole percentage, the Contribution Percentage
                  shall be determined by linear interpolation between the
                  appropriate percentages in column B.

                                         A                              B
                                        ----                          -----
                                        ROIC
                                        ----
                                         15%                           66.7%
                                         16%                           70.03%
                                         17%                           73.36%
                                         18%                           76.69%
                                         19%                           80.02%
                                         20%                           83.35%
                                         21%                           86.68%
                                         22%                           90.01%
                                         23%                           93.34%
                                         24%                           96.67%
                                   25% or greater                       100%


                                       21


The Company's Board of Directors may, at its discretion, waive the limitations
in paragraph (b) above and contribute to the Trustee out of Current Earnings for
that fiscal year or its accumulated earnings an amount not to exceed the
limitations in paragraph (a) above.

The Company will not match, nor allocate its contributions to, any portion of
Participant Contributions, if any, which (i) represent an amount in excess of
six percent (6%) of a Participant's Compensation during each Plan Year or (ii)
are withdrawn by the Participant during the Plan Year in which the Participant
Contributions were made to the Plan.

Company Contributions, After-Tax Dollar Contributions and Pre-Tax Dollar
Qualifier Contributions will be subject to the nondiscrimination test pursuant
to Sections 401(m)(2) and 401(k)(3) of the Code and described in Section 2 of
Article III.

         SECTION 2. COMPANY SALARY REDUCTION CONTRIBUTIONS

The Company shall contribute with respect to each Plan Year the aggregate of the
Company Salary Reduction Contributions for such Plan Year, as determined
pursuant to salary reduction agreements in force between the Company and
Participants in the Plan. Company Salary Reduction Contributions shall be fully
Vested and nonforfeitable at all times.

         SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS

The Company Contributions for each fiscal year shall be allocated by the Trustee
to each Participant's Account in proportion to each Participant's After-Tax
Dollar Contributions and the Pre-Tax Dollar Qualifier Contributions made on
his/her behalf up to an aggregate contribution thereof of six percent (6%) of a
Participant's Compensation for such year.

If a Participant or Designated Beneficiary becomes entitled to distribution of
his/her Account under the Plan as a result of the Participant either retiring
from the Company under one of its retirement programs (except a deferred Vested
pension), suffering a Total and Permanent Disability or dying and either such
Participant has made After-Tax Dollar Contributions or Pre-Tax Dollar Qualifier
Contributions have been made on his/her behalf to which Company Contributions,
if any, are allocated in the year in which such event (retirement, Total and
Permanent Disability, or death) occurred, such Participant shall be entitled to
share in the Company Contribution which it may make with respect to such year,
as herein provided, as if such event had not occurred.

There shall be directly and promptly allocated to the Pre-Tax Dollar Qualifier
Contributions subaccount of each Participant the Company Salary Reduction
Contributions, as set forth in Section 2 hereof. Company Contributions will be
allocated to the Participant only if the Participant is employed on the last day
of the Plan Year, except in the case of retirement, Total and Permanent
Disability or death.

         SECTION 4. REPORTING THE CONTRIBUTIONS

The Company Contributions and Company Salary Reduction Contributions shall be
reported to the Committee by the Company.


                                       22


         SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS

To the extent that the deductibility thereof is subsequently denied, each
Company Contribution and each Company Salary Reduction Contribution made by the
Company pursuant to the provisions of Article IV hereof is hereby made expressly
contingent upon the deductibility thereof for Federal income tax purposes for
the year with respect to which such contribution is made. Each such contribution
is further contingent upon the maintenance of qualified status by the Plan for
the year with respect to which such contribution is made, to the extent that the
loss of qualified status would deprive the Company of the deduction taken for
such contribution.

         SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS

All contributions made by the Company are made for the exclusive benefit of the
Participants and their beneficiaries, and such contributions shall not be used
for nor diverted to purposes other than for the exclusive benefit of the
Participants and their beneficiaries, including the costs of maintaining and
administering the Plan and Trust. Notwithstanding the foregoing, refunds of
Company Contributions shall be made to the Company under the following
circumstances and subject to the following limitations, to the extent that such
refunds do not, in themselves, deprive the Plan of its qualified status:

         (a)      To the extent that a Federal income tax deduction is
                  disallowed for any Company Contribution, the Trustee shall
                  refund to the Company the amount so disallowed within one (1)
                  year of the date of such disallowance.

         (b)      In the case of a contribution, or for any Company Salary
                  Reduction Contribution, which is made in whole or in part by
                  reason of a mistake of fact, so much of the Company
                  Contribution as is attributable to the mistake of fact shall
                  be returnable to the Company upon demand, upon presentation of
                  evidence of the mistake of fact to the Trustee and of
                  calculations as to the impact of such mistake of fact. Demand
                  and repayment must be effected within one (1) year after the
                  last installment payment of the contribution to which the
                  mistake applies.

In the event that any refund of amounts contributed under Section 1 hereof is
paid to the Company, such refund shall be made without interest and shall be
deducted from among the Company Contributions subaccounts of Participants only
to the extent that the amount of the refund can be identified to specific
Participants (as in the case of certain mistakes of fact). Refunds of amounts
contributed pursuant to Section 2 hereof (relating to contributions attributable
to salary reduction) are treated at Section 6 of Article III.

Notwithstanding any other provision of this Section 6, no refund shall be made
to the Company which is specifically chargeable to the Account of any
Participant in excess of one hundred percent (100%) of the amount in such
Account, nor shall a refund be made by the Trustee of any funds, otherwise
subject to refund hereunder, which have been distributed to Participants and/or
beneficiaries. In the case that such distributions become refundable, the
Company shall have a claim directly against the distributees to the extent of
the refund to which it is entitled. All refunds pursuant to this Section 6 shall
be limited in amount, circumstance and timing to the provisions of Section
403(c) of the Employee Retirement Income Security Act of 1974, as


                                       23


amended, and no such refund shall be made if, solely on account of such refund,
the Plan would cease to be a qualified Plan pursuant to Section 401(a) of the
Code.

         SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS

Each Company Contribution shall be sent to the Trustee as promptly as
practicable following the determination of the amount thereof, and, in any
event, on or before the date established by law (including any extension
thereof) for the filing of the Company's federal income tax return for the
taxable year with respect to which such Company Contribution is made.

Contributions made pursuant to Section 2 hereof shall be made no later than the
date specified in the preceding sentence, and shall be made at such earlier
dates as may be practicable provided, however, that no salary reduction amount
shall be held by the Company without contributing same to the Plan for a period
longer than the longest period that is permissible under regulations published
under Section 401(k) of the Code, and, in any event, amounts contributed under
Section 2 hereof with respect to any Plan Year shall be deemed credited to the
Pre-Tax Dollar Qualifier Contributions subaccount of the Participant not later
than the last day of such Year.

         SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

When transmitted to the Plan pursuant to this Article IV, the Company
Contributions and Company Salary Reduction Contributions shall be transmitted to
and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and
Section 5 of Article V, such contributions may be transferred later from the
Non-ESOP Feature to the ESOP Feature.



                                       24


                                   ARTICLE V
                           INVESTMENT OF CONTRIBUTIONS

         SECTION 1. INVESTMENT OF FUNDS

Except for Unvested Company Contributions and, subject to Section 4 of Article
XVIII, ESOP Contributions attributable to a Participant's Contributions made
after June 30, 1984, the amounts in a Participant's Account may be invested on
behalf of such Participant in one or more of the following Investment Options,
at the Participant's discretion:

         (a)      Option A: Cash with Interest. - Cash will be invested in a
                  fixed income account with a bank, insurance company, or an
                  investment adviser registered under the Investment Advisers
                  Act of 1940.

         (b)      Option B: Mutual Fund(s). - Cash will be invested in one or
                  more mutual funds approved by the Committee and made available
                  to Participants.

         (c)      Option C: A fund comprising a pooled account of Common Stock
                  of the Company.

The amounts credited to a Participant's Account from, subject to Section 4 of
Article XVIII, ESOP Contributions and Unvested Company Contributions
attributable to contributions made by or on behalf of Participants after June
30, 1984, shall be invested in the Common Stock fund.

         SECTION 2. INSTRUCTIONS TO THE TRUSTEE

A Participant will instruct the Trustee as to the manner in which his/her
contributions in his/her Account, other than Company Contributions and ESOP
Contributions, shall be invested in any one or more of the Investment Options in
such proportions as he/she sees fit, except that the amounts so specified shall
be in whole multiples of one percent (1%). A Participant may likewise instruct
the Trustee with respect to the retention or investment of the Vested portion of
the Company Contributions subaccount and, pursuant to Section 4 of Article
XVIII, the ESOP Contribution subaccount allocated to his/her Account, subject to
the same limitations as apply to the investment of the contributions in his/her
Account other than Company Contributions.

Investment instructions with respect to the contributions in his/her Account,
other than Company Contributions and ESOP Contributions, and with respect to the
Vested portion of the Company Contributions and, pursuant to Section 4 of
Article XVIII, the ESOP Contribution subaccount may be different, both as to the
kind of investment and as to the relative amounts to be invested in such
investments. Subject to Section 4 of Article XVIII, ESOP Contributions
subaccount and the Unvested portion of the Company Contributions subaccount
attributable to contributions made after June 30, 1984, shall remain invested in
the Common Stock fund.

         SECTION 3. TRANSFER TO THE ESOP FEATURE

Any amount of the Participant's Non-ESOP Account invested in the Common Stock
fund shall transfer to the Participant's ESOP Account as of the first day of the
Plan Year immediately succeeding the Plan Year in which the contributions
comprising such amounts invested in the


                                       25


Common Stock fund were made to the Plan. Notwithstanding the foregoing, any
amount in a Participant's Account that is attributable to contributions made to
the Plan or a Prior Plan prior to January 1, 2002 and that is invested in the
Common Stock fund on December 31, 2001 shall be transferred to the Participant's
ESOP Account on January 1, 2002.

         SECTION 4. TRUSTEE OPTIONS

The Trustee is authorized to purchase treasury or authorized but unissued Common
Stock of and from the Company, if offered by it, at the applicable fair market
value.

         SECTION 5. CHANGING OF INVESTMENTS

As to the investment of contributions with respect to which the Participant has
investment discretion, the Participant shall have the right, at any time, to
instruct the Trustee to change the amounts to be invested in any Investment
Option(s) for all his/her contributions. A Participant shall instruct the
Trustee with regard to the investment of any portion of the Participant's
Account attributable to Transfer Contributions or Prior Plan Contributions
pursuant to this Section 5.

Subject to Section 10 of Article III, Section 8 of Article IV and Section 3 of
this Article V, any amount that the Participant chooses to invest in the Common
Stock fund, pursuant to this Section 5, shall be held in the Participant's
Non-ESOP Account, subject to transfer to the Participant's ESOP Account. Any
such amount invested in the Common Stock fund shall transfer to the
Participant's ESOP Account as of the first day of the Plan Year immediately
succeeding the Plan Year in which the investments were changed into the Common
Stock fund. Any amount that the Participant chooses to invest in any Investment
Option(s) other than the Common Stock fund, pursuant to this Section 5, shall be
held in the Participant's Non-ESOP Account.

All such directions to sell or to redeem securities held in the Participant's
Account or to reinvest the proceeds and all changed investment directions shall
become effective during the Transaction Period, as such term is defined in
Section 1 of Article XV. All such directions received and completed prior to
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business shall be effective as of the close of the
business day of receipt of such directions. All such directions received and
completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the
New York Stock Exchange are open for business shall be effective as of the
following day when both the Trustee and the New York Stock Exchange are open for
business.

         SECTION 6. EARNINGS FROM INVESTMENTS

Except as provided in Section 6 of Article XVIII, earnings from the Investment
Options shall be reinvested in the Investment Option producing such earnings.

         SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS

Any funds in the hands of the Trustee as to which the Participant has instructed
the Trustee to invest in any given Investment Option but which temporarily
remains uninvested may be held by the Trustee in cash. Shares of Common Stock
purchased and held under Option C shall be in full


                                       26


shares only, with no fractional shares being purchased or held. Amounts
creditable to the Accounts of Participants which cannot be invested in the
Option selected because such amounts are insufficient to purchase a full share
of Common Stock shall be temporarily held pursuant to this Section 7 as
uninvested funds for the benefit of the Account to which such amount is
allocable.

         SECTION 8. SELECTION OF INVESTMENT OPTION

The selection of an Investment Option by a Participant will be entirely the
responsibility of such Participant. Neither the Trustee, the Committee, the
Company, nor any of its personnel shall be empowered to advise a Participant as
to the manner in which the amounts credited to any Account shall be invested.
The fact that a security is available to Participants for investment under this
Plan shall not be construed as a recommendation for the purchase of that
security, nor shall the designation of any Investment Option impose any
liability on the Trustee, the Committee, the Company, or any of its personnel.



                                       27


                                   ARTICLE VI
                            VESTING OF CONTRIBUTIONS

         SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS

A Participant shall have a nonforfeitable interest in his/her Account balance to
the extent that it is attributable to contributions made by him/her or on
his/her behalf including (but not limited to) After-Tax Dollar Contributions,
and Company Salary Reduction Contributions (but not including Company
Contributions), at all times (subject to the terms and conditions of ARTICLES IX
and XI), and in all assets in his/her Account attributable thereto.

         SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Effective January 1, 2000, Company Contributions and ESOP Contributions, if any,
shall become Vested to the Participant on the date such Participant completes
three (3) years of Continuous Credited Service (Article II, Section 2). For
Participants with three (3) or more years of Continuous Credited Service,
Company Contributions and ESOP Contributions will become Vested immediately upon
being placed in his/her Account. Notwithstanding the foregoing, a Participant
shall at all times be Vested in any earnings and dividends paid on the
investments of Unvested Company Contributions and ESOP Contributions held in the
Participant's Account. Full (100%) vesting shall also occur upon attainment of
the Participant's Normal Retirement Date.

Should a Participant terminate participation in the Plan by reason of any of the
following, all Company Contributions and ESOP Contributions will become 100%
Vested to the Participant:

         (a)      Total and Permanent Disability

         (b)      Death

         (c)      Termination of the Plan, (or partial termination of the Plan
                  if the Participant is affected thereby), or

         (d)      Complete and final discontinuance of Company Contributions.

If a Participant terminates employment at a time when his/her Company
Contributions and ESOP Contributions are Unvested, those Unvested contributions
shall be forfeited upon the earlier of (i) the distribution to the Participant
of the Vested portion of his/her Account or (ii) the close of five consecutive
Severance Periods after such termination of employment.

         SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP
         CONTRIBUTIONS

A Participant who has restored previously forfeited ESOP Contributions or
Company Contributions (as described in Section 7 of Article XI) shall have these
restored ESOP Contributions and Company Contributions vest provided restoration
is made prior to the attainment of five (5) years' Continuous Credited Service
by the Participant.


                                       28


         SECTION 4. VESTING OF PRIOR PLAN CONTRIBUTIONS

Notwithstanding any provision of this Article to the contrary, a Participant
shall have a nonforfeitable interest in any portion of his or her Prior Plan
Contributions subaccount derived from The Standard Products Company Individual
Retirement and Investment Trust Plan or the Siebe Automotive Employees' Profit
Sharing Plan.


                                       29


                                  ARTICLE VII
                                PARTICIPANT LOANS

         SECTION 1. LOAN LIMITATIONS

An Employee who is an active Participant in the Plan may request a loan from the
Trust. The amount of the loan, when aggregated with the total outstanding
balances of all other loans (including accrued interest thereon) taken by the
Participant under this or any other qualified retirement plan sponsored by the
Employer may not exceed the lesser of:

         (a)      fifty percent (50%) of the Participant's pre-tax Vested
                  account balance as determined as of the date the loan is
                  requested; or

         (b)      $50,000.00 reduced by the excess, if any, of the highest
                  outstanding balance of loans during the twelve month period
                  ending on the day before the date a new loan is made over the
                  outstanding balance of such loans on the date such loan was
                  made.

Participant loans shall be considered a directed investment under the
Participant's account in a manner consistent with Article V hereof.

         SECTION 2. ESTABLISHMENT OF LOAN PROGRAM

The Plan Administrator shall establish uniform and non-discriminatory practices
and policies to be followed in the administration of the loan program. Included
in such policies and procedures shall be the following:

         (a)      Loans shall be requested through the completion of an
                  application in such form as shall be prescribed by the Plan
                  Administrator. Such application, if received prior to January
                  1, 2002, shall include procurement of spousal consent in
                  accordance with subsection (i) below.

         (b)      Loans shall be made available to all active Participants on a
                  reasonably equivalent basis.

         (c)      Loans shall not be made available to highly compensated
                  employees in a percentage amount greater than the percentage
                  amount made available to non-highly compensated employees.

         (d)      No loan shall be permitted in an amount less than five hundred
                  dollars ($500.00).

         (e)      The term of any loan shall not exceed five (5) years. Any loan
                  shall come immediately due and payable in full in the event of
                  default as described in Subsection (k) below.

         (f)      Only one outstanding loan is permitted at any time. Requests
                  for additional loans shall be denied until any outstanding
                  loan has been repaid in full.


                                       30


         (g)      The interest rate for any loan shall be determined by the Plan
                  Administrator. The rate shall be based on the prime interest
                  rate charged by National City Bank to its largest and most
                  creditworthy corporate borrowers.

         (h)      Loans shall be amortized in substantially equal payments of
                  principal and interest over the term of the loan. Payments
                  shall be required not less frequently than quarterly.
                  Repayment of loans shall be by payroll deduction. A
                  Participant may repay the outstanding balance of a loan at any
                  time without penalty. Payments of principal and interest shall
                  be allocated directly to and in the same proportion as the
                  investment funds selected by the Participant for investment of
                  his Pre-Tax Dollar Qualifier Contributions to the Plan.

         (i)      If the Participant is married and the date a loan is made is
                  prior to January 1, 2002, the loan shall be conditioned on the
                  Participant first obtaining the written consent of his or her
                  spouse to the loan not less than thirty (30) days and not more
                  than ninety (90) days before the date of such loan. The
                  spouse's written consent shall acknowledge an understanding of
                  the effect such loan may have upon future benefits payable
                  under the Plan and be sworn and subscribed before a notary
                  public.

         (j)      Each loan shall be evidenced by the borrower's promissory note
                  for the amount of the principal and interest payable to the
                  order of the Trustee. Each loan shall be secured by adequate
                  collateral. Such collateral shall consist of the portion of
                  the Participant's interest in the Plan from which the loan was
                  made, reduced by repayments of principal as such repayments
                  are made (the "Loan Account").

         (k)      A loan shall be deemed to be in default upon a Participant's
                  termination of employment for any reason. In addition, a loan
                  shall be considered in default if a Participant fails to make
                  any payment of principal and interest when due.

         (l)      In the event a Participant defaults on a loan for a reason
                  other than termination of employment, such participant shall
                  be provided a sixty (60) day period to cure such default. The
                  sixty (60) day period shall begin as of the date of default.
                  In the event such default is not cured within the sixty (60)
                  day period the Plan Administrator shall report the amount of
                  unpaid principal and interest as a "deemed distribution" as
                  described in Internal Revenue Code Section 72(p) and
                  Regulations promulgated thereunder, and shall deduct the
                  unpaid loan amount from the Participant's Loan Account.

         (m)      Notwithstanding anything to the contrary above, a Participant
                  who is absent from active employment on an authorized leave of
                  absence may suspend scheduled loan repayments for a period of
                  twelve (12) consecutive months in a manner consistent with
                  Internal Revenue Code Section 72(p) and regulations
                  promulgated thereunder. Failure to make scheduled repayments
                  following expiration of the twelve (12) months suspension
                  period shall be deemed a default in accordance with subsection
                  (k) above. Nothing in the foregoing, however, shall be
                  construed


                                       31


                  as to allow a Participant to extend the repayment term of any
                  loan beyond five (5) years.

         (n)      Participants performing service in the uniformed services (as
                  defined in chapter 43 of title 38 of the United States Code)
                  shall be permitted to suspend scheduled repayments for such
                  period of uniformed service in a manner consistent with
                  Internal Revenue Code Section 414(u) and Regulations
                  promulgated thereunder.

         (o)      The Plan Administrator may delegate to any person the
                  administration of the participant loan program. All expenses
                  related to the administration of the participant loan program
                  shall be born by those Participants with outstanding loan
                  balances.



                                       32


                                  ARTICLE VIII
                 APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED

         SECTION 1. APPLICATION OF FORFEITURES

All Company Contributions and ESOP Contributions forfeited in accordance with
Article VI, Section 2 and Article IX, Section 2, shall be used to reduce the
Company's subsequent contributions to the Plan. However, such forfeited Company
Contributions and ESOP Contributions will be restored to the Participant's
Account should the Participant exercise restoration rights as defined in Section
7 of Article XI.

In the event that the Plan is terminated, any forfeitures not previously applied
to reduce Company Contributions shall be credited (on the basis of each
individual Participant's current year Compensation as a ratio to the total
current year Compensation of all Participants) to the Accounts of all
Participants entitled to share in the allocation of Company Contributions at the
time of such termination.

         SECTION 2. TREATMENT OF FORFEITED SECURITIES

Forfeited securities shall be converted to cash and may be invested by the
Trustee; such cash shall be applied to the reduction of the next contribution by
the Company.

Upon forfeiture of a portion of the Company Contributions or ESOP Contributions,
the Trustee shall sell such amount of the securities allocated to the
Participant's Account as may be necessary to effect the forfeiture.



                                       33


                                   ARTICLE IX
                           WITHDRAWAL OF CONTRIBUTIONS

         SECTION 1. FREQUENCY OF PARTIAL WITHDRAWALS

Subject to the conditions in this Article, Participants may make up to two
partial withdrawals from the Plan in each calendar year.

         SECTION 2. TOTAL WITHDRAWAL OF AFTER-TAX DOLLAR CONTRIBUTIONS, COMPANY
         CONTRIBUTIONS, AND ESOP CONTRIBUTIONS

Except for the Unvested Company Contributions and Unvested ESOP Contributions, a
Participant may withdraw the total of After-Tax Dollar Contributions, Company
Contributions, ESOP Contributions and earnings attributable thereto allocated to
his/her account at any time. However, except for the occurrence of a withdraw
event as described in Section 5 of this Article, Company Contributions and ESOP
Contributions may not be so withdrawn unless the Participant has been a
Participant in the Plan for at least five years. Such total withdrawal will
cause a Participant to forfeit the Unvested portion of the Company Contributions
and ESOP Contributions to the Account attributable to such After-Tax Dollar
Contributions (as defined in Section 3 of Article XI) subject to rights of
restoration (as defined in Section 7 of Article XI).

         SECTION 3. PARTIAL WITHDRAWALS OF AFTER-TAX DOLLAR CONTRIBUTIONS,
         COMPANY CONTRIBUTIONS, AND ESOP CONTRIBUTIONS

Subject to the distribution rules under Article XI, Section 3, a Participant may
make partial withdrawals of After-Tax Dollar Contributions and/or corresponding
Company Contributions and ESOP Contributions and Account earnings attributable
to such contributions, allocated to his/her Account provided such amounts are
Vested and are not in excess of the then current market value of the portion of
the Account attributable to such contributions. However, except for the
occurrence of a withdrawal event as described in Section 5 of this Article,
Company Contributions and ESOP Contributions may not be so withdrawn unless the
Participant has been a Participant in the Plan for at least five years.

A Participant may make partial withdrawals of his/her After-Tax Dollar
Contributions. If the Company Contributions attributable to the withdrawn
After-Tax Dollar Contributions are Unvested, such withdrawal may be made in the
amount of the Participant's After-Tax Dollar Contributions plus all earnings
attributable to such After-Tax Dollar Contributions, but may not exceed the then
current market value of the Account (excluding amounts forfeited under Section 2
of this Article) including the then current market value of Unvested Company
Contributions and Unvested ESOP Contributions. If the Company Contributions
attributable to the amount withdrawn from the Participant's Account are
Unvested, the withdrawal will cause the Participant to forfeit a corresponding
percentage of Unvested Company Contributions credited to the Account subject to
rights of restoration (as defined in Section 7 of Article XI). Partial
withdrawals and forfeitures attributable to such withdrawals shall be charged
against amounts credited to the Participant's Account on a first-in, first-out
basis.


                                       34


         SECTION 4. PROCEDURE FOR PARTIAL WITHDRAWALS

All partial withdrawals of After-Tax Dollar Contributions shall be paid by the
Trustee, at the Participant's option, in cash or securities held for the Account
of such Participant.

A Participant shall notify the Trustee of an intention to make a partial
withdrawal of the amount credited to the Account, the manner of payment, and, if
necessary, directions as to the sale of the securities held in the Account.

         SECTION 5. WITHDRAWAL OF COMPANY SALARY REDUCTION CONTRIBUTIONS,
         COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

         (a)      Withdrawal Events. No amount may be withdrawn by a Participant
                  from Company Salary Reduction Contributions, Company
                  Contributions or ESOP Contributions prior to five years of
                  participating in the Plan, except for the occurrence of
                  hardship (see subsection (b) below) or one of the following
                  events:

                  (i)      the Participant's retirement, death, Total and
                           Permanent Disability, or other separation from
                           service;

                  (ii)     termination of the Plan without establishment of a
                           successor Plan;

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

                  (iv)     the sale or other disposition by the Company to an
                           unrelated corporation, which does not maintain the
                           Plan, of substantially all of the assets used in a
                           trade or business, but only with respect to Employees
                           who continue employment with the acquiring
                           corporation;

                  (v)      the sale or other disposition by the Company of its
                           interest in a subsidiary to an unrelated entity which
                           does not maintain the Plan, but only with respect to
                           Employees who continue employment with the
                           subsidiary.

                  (vi)     an Eligible Rollover Distribution by a Distributee to
                           an Eligible Retirement Plan in accordance with the
                           provisions of Article XI, Section 6.

         (b)      Hardship Withdrawals. If a Participant requests a hardship
                  withdrawal prior to the occurrence of an event in paragraph
                  (a) above, such request will be approved by the Committee, if,
                  and only if, the purpose of the withdrawal is to meet
                  immediate and heavy financial needs of the Participant,

                  (i)      arising out of one (1) of the following
                           circumstances:

                           (A)      Expenses for medical care described in
                                    Section 213(d) of the Code previously
                                    incurred by the Employee, the Employee's
                                    Spouse, or any dependents of the Employee
                                    (as defined in Section 152 of the


                                       35


                                    Code) or necessary for these persons to
                                    obtain medical care described in code
                                    Section 213(d);

                           (B)      Costs directly related to the purchase of a
                                    principal residence for the Employee
                                    (excluding mortgage payments);

                           (C)      Payment of tuition and related educational
                                    fees for the next 12 months of
                                    post-secondary education for the Employee,
                                    or the Employee's Spouse, children, or
                                    dependents (as defined in code Section 152);
                                    or

                           (D)      Payments necessary to prevent the eviction
                                    of the Employee from the Employee's
                                    principal residence or foreclosure on the
                                    mortgage on that residence.

                  (ii)     For purposes of this clause (ii), a distribution will
                           be considered as necessary to satisfy an immediate
                           and heavy financial need of the Participant only if:

                           (A)      The distribution is not in excess of the
                                    amount of the immediate and heavy financial
                                    need of the Employee. The amount of an
                                    immediate and heavy financial need may
                                    include any amounts necessary to pay any
                                    federal, state, or local taxes or penalties
                                    reasonably anticipated to result from the
                                    distribution;

                           (B)      The Employee has obtained all distributions,
                                    other than hardship distributions, currently
                                    available under all plans maintained by the
                                    employer (including the election of a cash
                                    payment of dividends to the extent available
                                    under any plan);

                           (C)      The Plan and all other plans maintained by
                                    the Company limit the Employee's elective
                                    contributions for the next taxable year to
                                    the applicable limit under Section 402(g) of
                                    the Code for that year minus the Employee's
                                    elective contributions for the year of the
                                    hardship distribution; and,

                           (D)      The Employee is prohibited, under the terms
                                    of the Plan or an otherwise legally
                                    enforceable agreement, from making elective
                                    contributions and Employee contributions to
                                    the Plan and all other plans maintained by
                                    the Company for at least 12 months after
                                    receipt of the hardship distribution.

                  (iii)    A withdrawal made on account of hardship may be made
                           only from Company Salary Reduction Contributions of
                           the Participant, and not from earnings credited
                           thereto.


                                       36


                  (iv)     A withdrawal of Company Salary Reduction
                           Contributions will cause the Participant to forfeit
                           the Unvested portion of the Company Contributions
                           attributable to such Company Salary Reduction
                           Contributions.

     SECTION 6. WITHDRAWALS OF PRIOR PLAN CONTRIBUTIONS

         (a)      Notwithstanding any other provision of this Article to the
                  contrary, a Participant whose Account includes a Prior Plan
                  Contributions subaccount attributable to Voluntary Participant
                  Contributions made and defined under The Standard Products
                  Company Individual Retirement and Investment Trust Plan may
                  elect to withdraw in cash an amount equal to all or part of
                  such Prior Plan Contributions subaccount. To make a withdrawal
                  under this Subsection (a), the Participant must provide the
                  Committee with written notice 30 days prior to the withdrawal
                  date. A Participant may not make more than one withdrawal
                  under this Subsection in any Plan Year, and in no event, shall
                  any such withdrawal be less than $1000 if the withdrawal is
                  less than the total amount of such Transfer Contributions.


                                       37


                                   ARTICLE X
                           DESIGNATION OF BENEFICIARY

Each Participant must file with the Committee a written designation of a
Designated Beneficiary or Beneficiaries in the form prescribed by the Committee
with respect to all or part of the securities and cash held for the Account of
such Participant. Such Designated Beneficiary shall be a Participant's Spouse
or, if he/she has no Spouse or his/her Spouse consents (in the manner
hereinafter described in this Article) to the designation hereinafter provided
for in this Article, such person or persons other than, or in addition to,
his/her Spouse as may be designated by a Participant as his/her death
beneficiary under the Plan. Such a designation may be made, revoked or changed
only by an instrument (in form acceptable to the Committee) which is signed by
the Participant, which includes his/her Spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
Spouse being named as the Participant's sole Beneficiary), and which is filed
with the Committee before the Participant's death. A Spouse's consent required
by this Article shall be signed by the Spouse, shall acknowledge the effect of
such consent, shall be witnessed by a member of the Committee or by a notary
public and shall be effective only with respect to such Spouse. At any time when
all the persons designated by the Participant as his/her Designated Beneficiary
have ceased to exist, his/her Designated Beneficiary shall be his/her Spouse or,
if he/she does not then have a Spouse, the Participant's estate. If a
Participant has no Spouse and he/she has not made an effective beneficiary
designation pursuant to this Article, his/her Designated Beneficiary shall be
his/her estate.



                                       38


                                   ARTICLE XI
                          DISTRIBUTION OF CONTRIBUTIONS

       SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS

Subject to the provisions of Sections 3 and 4 of this Article, distributions
will be made to a Participant or the Designated Beneficiary, as the case may be,
upon the occurrence of the following stated events:

         (a)      Termination of a Participant's participation in the Plan, or
                  cessation of the Participant's right to share in the
                  allocation of the Company Contributions or ESOP Contributions
                  made to the Plan (other than a temporary cessation on account
                  of a temporary suspension of Participant contributions), or

         (b)      Termination of the Plan without establishment of a successor
                  Plan, or

         (c)      The sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to Employees who continue employment
                  with the acquiring corporation, or

         (d)      The sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to Employees who continue
                  employment with the subsidiary.

If the present value of any nonforfeitable accrued benefit, at the time of
distribution or at the time of any subsequent distribution, exceeds $5,000, such
benefit may not be immediately distributed without the consent of the
Participant.

       SECTION 2. TERMINATION OF A PARTICIPANT'S PARTICIPATION IN THE PLAN

A Participant's Active Participation in the Plan will be terminated if he/she:

         (a)      Voluntarily elects to withdraw from the Plan,

         (b)      Terminates employment from the Company voluntarily or
                  involuntarily,

         (c)      Retires from the Company under one of its retirement programs,

         (d)      Suffers a Total and Permanent Disability,

         (e)      Dies,

         (f)      Becomes Vested in all Company Contributions and ESOP
                  Contributions in his/her Account and remains in a job whereby
                  he/she is ineligible to be an active Participant in the Plan.


                                       39


       SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND
       ESOP CONTRIBUTIONS

If a Participant terminates employment with the Company, either voluntarily or
involuntarily, before the Company Contributions or ESOP Contributions are Vested
the Participant will receive the then current market value of the larger of:

         (a)      the Participant's After-Tax Dollar Contributions and Pre-Tax
                  Dollar Qualifier Contributions, plus all earnings (not to
                  exceed the current market value of the entire Account), or

         (b)      the current market value of the entire Account less the
                  Unvested Company Contributions and Unvested ESOP
                  Contributions.

If a Participant, who remains an Employee of the Company but is not at least age
59-1/2, voluntarily elects to withdraw from the Plan before any of the Company
Contributions or ESOP Contributions are Vested, he/she will receive the amount
described above in this Section 3, less the then current market value of his/her
Pre-Tax Dollar Qualifier Contributions subaccount. Such Participant shall, upon
attainment of age 59-1/2, receive the then current market value of his/her
Pre-Tax Dollar Qualifier Contributions subaccount.

       SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP
       CONTRIBUTIONS

Subject to the provisions of Article XI, Section 1, if a Participant terminates
employment with the Company after Company Contributions and ESOP Contributions
are Vested, the Participant will receive the then current market value of the
entire Account when he/she elects to make a voluntary withdrawal.

If a Participant, who remains an Employee of the Company but is not at least age
59-1/2, voluntarily elects to withdraw from the Plan after Company Contributions
and ESOP Contributions are Vested, or remains in a job whereby he/she is
ineligible to be an active Participant in the Plan, he/she will receive the
amount described above in this Section 4, less the then current market value of
his/her Pre-Tax Dollar Qualifier Contributions subaccount. Such Participant
shall, upon attainment of age 59-1/2, receive the then current market value of
his/her Pre-Tax Dollar Qualifier Contributions subaccount. If a Participant who
remains employed by the Company and who has attained age 59-1/2, voluntarily
elects to withdraw from the Plan after he/she becomes Vested in Company
Contributions and ESOP Contributions credited to his/her Account, he/she will
receive the entire amount described in this Section 4 as if he/she had
terminated employment with the Company.

       SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY

If a Participant dies, retires or suffers a Total and Permanent Disability, the
Participant or Designated Beneficiary will receive the then current market value
of his/her Account. Distribution will not occur upon retirement or Total and
Permanent Disability in the event a Participant elects to defer the commencement
of distribution in accordance with Section 6 of this Article.


                                       40


       SECTION 6. DISTRIBUTION OF ACCOUNTS

         (a)      Form of Distribution of Accounts to a Participant During
                  His/Her Lifetime

                           If a Participant terminates participation in the Plan
                           due to a separation from service or, if earlier, age
                           59 1/2, distribution shall be made, subject to other
                           limitations of this Plan, by one of the following
                           methods as he/she shall elect:

                  (i)      Payment in cash, or

                  (ii)     If the Participant has selected an Investment Options
                           that provides for investment in Common Stock:

                           (A)      payment in cash,

                           (B)      payment in Common Stock held for the
                                    Participant's Account, or

                           (C)      a combination of (1) and (2) above at the
                                    option of the Participant.

         (b)      Distribution of Cash and/or Securities

                  Distribution of cash and/or Common Stock to a Participant who
                  retires from the Company under one of its retirement programs,
                  who suffers a Total and Permanent Disability, who dies, or who
                  becomes Vested in all Company Contributions and ESOP
                  Contributions in his/her Account and remains in a job whereby
                  he/she is ineligible to be an active Participant in the Plan,
                  shall be made in one of the following forms:

                  (i)      A single distribution to be received within ninety
                           (90) days from the date the Participant terminated
                           participation in the Plan.

                  (ii)     Until March 1, 2002, as provided in Appendix A, if
                           elected by the Participant.

                  (iii)    For events described in Section 1(c) or 1(d) of this
                           Article, distribution will be made in a lump sum as
                           provided by Section 401(k)(10) of the Code.

                  (iv)     Notwithstanding any provision of this Subsection (b)
                           to the contrary, any Participant whose Prior Plan
                           Contributions subaccount includes amounts
                           attributable to The Standard Products Company Money
                           Purchase Pension Plan and Trust For Hourly Employees
                           shall, unless elected otherwise by the Participant
                           (and his or her Spouse) in accordance with applicable
                           law, receive the distribution of the amount in such
                           Prior Plan Contributions subaccount in the form of an
                           immediate Joint and Survivor Annuity if the
                           Participant is married on the Annuity Starting Date
                           or an immediate single life annuity if the
                           Participant is not married on the Annuity starting
                           Date.


                                       41


                           In the case of a Participant who dies before the
                           Annuity Starting Date, whose Prior Plan Contributions
                           subaccount includes amounts attributable to The
                           Standard Products Company Money Purchase Pension Plan
                           and Trust For Hourly Employees, who was married on
                           the date of the Participant's death, and whose
                           nonforfeitable accrued benefit in his Account has a
                           present value greater than $5,000, a Preretirement
                           Survivor Annuity will be payable to the Surviving
                           Spouse of such Participant with respect to the amount
                           in the Participant's Prior Plan Contributions
                           subaccount attributable to The Standard Products
                           Company Money Purchase Pension Plan and Trust For
                           Hourly Employees, unless the Participant (and his or
                           her Spouse) elects otherwise in accordance with
                           applicable law. The Surviving Spouse may elect to
                           have the Preretirement Survivor Annuity distributed
                           within a reasonable time after the Participant's
                           death and may elect to receive the value of the
                           Participant's Account attributable to the
                           Preretirement Survivor Annuity in any form described
                           in Subsection (a) of this Section.

                           (A)      "Annuity Starting Date" means the first day
                                    of the first period for which an amount is
                                    received as an annuity (whether by reason of
                                    normal retirement age or total disability),
                                    or in the case of a benefit not payable in
                                    the form of an annuity, the first day in
                                    which all events have occurred which entitle
                                    the Participant to a distribution under the
                                    Plan.

                           (B)      "Joint and Survivor Annuity" means an
                                    immediate annuity for the life of the
                                    Participant or, in the case of a married
                                    Participant, an immediate annuity for the
                                    life of the Participant with a survivor
                                    annuity for the life of the Participant's
                                    spouse that is not less than 50% nor more
                                    than 100% of the amount of the annuity
                                    payable during the joint lives of the
                                    Participant and the spouse, and that is the
                                    amount of benefit that can be purchased with
                                    the Participant's Vested Account. For
                                    purposes of Section 6(b)(iv) of this
                                    Article, the percentage of the survivor
                                    annuity will be 50%.

                           (C)      "Preretirement Survivor Annuity" means an
                                    annuity for the life of the surviving spouse
                                    of the Participant, the actuarial equivalent
                                    of which is not less than 50% of the Vested
                                    Account of the Participant as of the
                                    Participant's date of death, including the
                                    proceeds of any life insurance contracts.
                                    The Preretirement Survivor Annuity will
                                    include the Participant's contributions in
                                    the same ratio that the total Participant
                                    contributions in the Participant's Account
                                    bears to the total Account balance of the
                                    Participant. The portion of the
                                    Participant's Vested Account that is not
                                    payable as a Preretirement Survivor Annuity
                                    will be payable to the Participant's
                                    designated Beneficiary. The actuarial
                                    equivalent of the Preretirement Survivor
                                    Annuity will be 50% of the Participant's
                                    Vested Account.


                                       42


                           (D)      The payment of benefits, in a form described
                                    in this clause (iv), to a Participant or
                                    Designated Beneficiary shall be made or
                                    shall commence, as the case may be, within a
                                    reasonable period of time following the
                                    Participant's termination of employment or,
                                    in the case of a distribution to a
                                    Designated Beneficiary, within one year
                                    following the Participant's death. The
                                    Participant (or his Designated Beneficiary)
                                    may elect to postpone the distribution or
                                    the commencement of a distribution described
                                    in this Paragraph (iv) until not later than
                                    the latest date permitted under the
                                    following provisions of this sub-clause (D).
                                    Unless a Participant elects to defer benefit
                                    payments in accordance with the provisions
                                    of this sub-clause (D), under no
                                    circumstances shall any method of
                                    distribution provide for the commencement of
                                    benefit payments more than sixty (60) days
                                    subsequent to the last day of the Plan Year
                                    in which occurs the later of the
                                    Participant's 65th birthday or his actual
                                    termination of employment; provided,
                                    however, that if the amount of the payment
                                    required to commence by such date cannot be
                                    ascertained by such date, or if it is not
                                    possible to make such payment by such date
                                    because the Committee has been unable to
                                    locate the Participant after making
                                    reasonable efforts to do so, a payment
                                    retroactive to such date may be made no
                                    later than sixty (60) days after the
                                    earliest date on which the amount of such
                                    payment can be ascertained under the Plan or
                                    the date on which the Participant is
                                    located, whichever is applicable. Any
                                    Participant and any Designated Beneficiary
                                    who is the surviving spouse of a deceased
                                    Participant entitled to benefits hereunder
                                    may elect to have the payment, or
                                    commencement of payment, of such benefits
                                    deferred, but in no event shall any such
                                    benefit payment begin later than April 1 of
                                    the calendar year following the calendar
                                    year in which such Participant or
                                    Beneficiary attained age 70 1/2. Such
                                    deferral can be made by submitting to the
                                    Committee a signed written statement
                                    describing the benefit and the date on which
                                    such payment is to be made or commence. The
                                    failure of any Participant or Designated
                                    Beneficiary to request such a deferral while
                                    any benefit is immediately distributable
                                    shall be deemed as an election to defer
                                    commencement of the payment of any benefit
                                    payment under this Plan.

                                    Notwithstanding anything under this clause
                                    (iv) to the contrary, no method of
                                    distribution, and no deferral, shall provide
                                    for a so-called "Interest Option" or extend
                                    payments over, or permit a payment to be
                                    made after the end of, a period of time
                                    which exceeds whichever of the following is
                                    applicable:

                                    (1)      In the case of benefits
                                             distributable to a Participant
                                             whose Designated Beneficiary is his
                                             spouse, a specified period not
                                             longer than the joint and last
                                             survivor expectancy of the


                                       43


                                             Participant and his spouse at the
                                             time benefit payments to the
                                             Participant commence; or

                                    (2)      In the case of benefits
                                             distributable to a Participant
                                             whose Designated Beneficiary is
                                             other than his spouse, a specified
                                             period equal to the life expectancy
                                             of the Participant and Designated
                                             Beneficiary at the time benefit
                                             payments to the Participant
                                             commence; or

                                    (3)      In the case of benefits
                                             distributable to the Designated
                                             Beneficiary of a Participant who
                                             died before payments to him
                                             commenced, a specified period not
                                             longer than the life expectancy of
                                             the Beneficiary at the time benefit
                                             payments commence,

                  Distribution of cash and/or Common Stock to a Participant who
                  voluntarily elects to withdraw from the Plan or terminates
                  employment from the Company, voluntarily or involuntarily,
                  shall be made in a single distribution to be received within
                  ninety (90) days from the date the Participant terminated
                  participation in the Plan.

                  Notwithstanding the foregoing, a Participant who retires from
                  the Company under one of its retirement programs (except a
                  deferred vested pension) may elect to defer the commencement
                  of distribution and remain a Participant in this Plan until no
                  later than April 1 of the calendar year following the calendar
                  year in which he/she attains age 70-1/2.

                  Should the Participant fail to select a form of distribution
                  as previously described, the final distribution will be made
                  in a single distribution as described in Section 6(b)(i) of
                  this Article, in the form of cash.

                  If a Participant should die before the distribution has been
                  made, such distribution shall be made to the Designated
                  Beneficiary in cash.

         (c)      Distribution in Case of the Death of a Participant While an
                  Employee

                  In the event of the death of a Participant while an Employee,
                  distribution shall be made in accordance with Article X. Each
                  Designated Beneficiary shall make an appropriate election as
                  provided in Section 6(b) of this Article.

                  If any Designated Beneficiary should die before the final
                  distribution has been made then such final distribution shall
                  be made to the legally appointed representative or
                  representatives of the Designated Beneficiary.

         (d)      Miscellaneous Provisions Relating to Distributions

                  Any distribution to which a Participant or the Designated
                  Beneficiary may be entitled shall have deducted therefrom all
                  incident expenses and/or taxes.


                                       44


                  The Committee shall be notified upon forms prescribed by it as
                  to all actions which are to be taken under this Section by a
                  Participant or Designated Beneficiary.

                  Unless the Participant elects otherwise, in no event shall any
                  retirement, death, or disability benefit commence later than
                  the sixtieth (60th) day after the latest of the close of the
                  Plan Year in which (i) occurs the date on which the
                  Participant attains the earlier of age 65 or the Normal
                  Retirement Date specified hereunder (if other than 65)
                  (whether or not by reason of reference to the Company's
                  retirement programs), (ii) occurs the tenth (10th) anniversary
                  of the year in which the Participant commenced participation
                  in the Plan, or (iii) the Participant terminates service with
                  the Company.

                  No distribution shall be made to a Participant with an Account
                  balance in excess of $5,000 prior to the Participant's
                  attainment of age 65, unless the Participant consents to such
                  distribution.

         (e)      Provision Pursuant to Code Section 401(a)(9)

                  All distributions required under this Article XI shall be
                  determined and made in accordance with Code Section 401(a)(9)
                  and regulations pertaining thereto, as may be amended or
                  promulgated from time to time.

         (f)      Direct Rollover of Eligible Rollover Distributions

                  This subsection 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 subsection, a Distributee, as defined
                  under paragraph (i)(C) of this subsection, may elect, at the
                  time and in the manner prescribed by the Plan administrator,
                  to have any portion of an Eligible Rollover Distribution as
                  defined under paragraph (i)(A) of this subsection, paid
                  directly to an Eligible Retirement Plan, as defined under
                  paragraph (i)(B) of this subsection, specified by the
                  Distributee in a Direct Rollover, as defined under paragraph
                  (i)(D) of this subsection.

         (i)      Definitions

                  (A)      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 any distribution to the
                           extent such distribution is required under Section
                           401(a)(9) of the Code; any distribution that is one
                           of a series of substantially equal periodic payments
                           (paid not less frequently than annually) over the
                           life (or life expectancy) of the distributee or the
                           joint lives (or life expectancies) of the distributee
                           and a designated beneficiary or for a specified
                           period of ten years or more; the portion of any
                           distribution that is not includible in gross income;
                           such other amounts specified in


                                       45


                           Treasury regulations and rulings, notices or
                           announcements issued under Section 402(c) of the
                           Code; and, effective January 1, 1999, any "hardship"
                           distribution (as defined in Code Section 401(k)).

                  (B)      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.

                  (C)      Distributee: A Distributee includes a Participant or
                           the Participant's surviving Spouse or Participant's
                           former Spouse who is the alternate payee under a
                           qualified domestic relations order, as defined in
                           Section 414(p) of the Code.

                  (D)      Direct Rollover: A Direct Rollover is a payment by
                           the Plan to the Eligible Retirement Plan specified by
                           the Distributee.

       SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP
       CONTRIBUTIONS

Each Participant who has forfeited any Company Contributions or ESOP
Contributions has the right to gain restoration of the forfeited Company
Contributions and ESOP Contributions as follows:

         (a)      A Participant who (i) terminates participation in this Plan
                  pursuant to Sections 2(a), (b) or (c) of this Article XI, (ii)
                  ceases to be an Employee of the Controlled Group, (iii)
                  forfeits his Unvested Company Contributions and ESOP
                  Contributions pursuant to clause (i) of the third paragraph of
                  Section 2 of Article VI, and (iv) subsequently becomes rehired
                  by the Company, will have the right within the earlier of (A)
                  five years after re-employment or (B) the close of five
                  consecutive Severance Periods commencing after the date of
                  distribution, to restore to the Account the dollar value of
                  the previously forfeited Company Contributions and ESOP
                  Contributions by contributing back to the Account the total
                  lump sum amount (dollar value as of the date of distribution)
                  of the distribution which caused the forfeiture, unless the
                  time period specified in paragraph (b) below has previously
                  expired.

         (b)      A Participant who voluntarily elects a complete withdrawal
                  from the Plan and as a result forfeits Unvested Company
                  Contributions, and who subsequently, without any intervening
                  cessation of employment with the Company re-enters the Plan as
                  a Participant, will have the right, within a period beginning
                  on the date he/she again becomes a Participant and ending on
                  the date that the Company Contributions (that were forfeited)
                  would have been Vested in the absence of such


                                       46


                  withdrawal, to restore to the Account the dollar value of the
                  previously forfeited Company Contributions by contributing to
                  the Account the total lump sum amount (dollar value as of the
                  date of withdrawal) withdrawn which caused the forfeiture.

         (c)      A Participant who forfeits Company Contributions as a result
                  of making a partial withdrawal of After-Tax Dollar
                  Contributions will have the right, until the date that the
                  Company Contributions (that were forfeited) would have been
                  Vested in the absence of any withdrawals, to restore to the
                  Account the dollar value of the previously forfeited Company
                  Contributions by contributing to the Account the total lump
                  sum amount (dollar value as of the date of withdrawal)
                  withdrawn which caused the forfeiture.

         (d)      Notwithstanding anything above to the contrary,

                  (i)      A Participant may not redeposit any portion of a
                           withdrawal of his/her current year's Participant
                           After-Tax Dollar and/or Pre-Tax Dollar Qualifier
                           Contribution since there will have been no forfeiture
                           of Company Contributions or ESOP Contributions
                           associated with such withdrawal,

                  (ii)     A Participant may not redeposit any sum greater than
                           the amount of After-Tax Dollar Contributions and/or
                           Pre-Tax Dollar Qualifier Contributions required to
                           restore the forfeited Company Contributions and ESOP
                           Contributions, and

                  (iii)    A Participant may not redeposit any portion of a
                           withdrawal into his/her Pre-Tax Dollar Qualifier
                           subaccount.

       SECTION 8. DETERMINATION OF VALUE

Determinations of value hereunder shall be made pursuant to an annual valuation
by the Trustee at the fair market value as of the close of business on the
annual valuation date to be established by the Trustee. If no such date is
established, the annual valuation date shall be the last day of the Plan Year.
Interim valuations, or partial valuations of one or more of the investment
funds, may occur upon the direction of the Committee. The then current value of
a Participant's Account, or any part thereof, as of any date, shall be
determined by reference to the valuation (whether or not the annual valuation)
coincident with or last preceding the date as of which such Account is to be
valued.



                                       47


                                  ARTICLE XII
                         MAXIMUM CONTRIBUTION LIMITATION

       SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c)

         (a)      Notwithstanding any other provision of the Plan, the maximum
                  annual addition (as defined in Subsection (b) of this Section)
                  to a Participant's Account (and to any Account for him/her
                  under any other defined contribution plan, whether or not
                  terminated, maintained by any Controlled Group Member) shall
                  in no event exceed the lesser of (1) $30,000 (as adjusted,
                  effective January 1, 1995, pursuant to Section 415(d) of the
                  Code), or (2) twenty-five percent (25%) of the Participant's
                  Compensation.

         (b)      For purposes of this Article XII, "Compensation" shall mean
                  compensation within the meaning of Section 415(c)(3) of the
                  Code and the regulations thereunder. For limitation years
                  beginning on and after January 1, 2001, for purposes of
                  applying the limitations described in this Section,
                  compensation paid or made available during such limitation
                  years shall include elective amounts that are not includible
                  in the gross income of the employee by reason of Section
                  132(f)(4) of the Code.

         (c)      For the purpose of this Section, the term "annual addition"
                  means the sum for any Plan Year (which shall be the limitation
                  year) of:

                  (i)      all contributions made by the Controlled Group which
                           are allocated to the Participant's Account pursuant
                           to a defined contribution plan maintained by a
                           Controlled Group Member,

                  (ii)     all contributions made by the Participant, and

                  (iii)    all forfeitures allocated to the Participant's
                           Account pursuant to a defined contribution plan
                           maintained by an Controlled Group Member.

                  (iv)     all amounts described in Sections 415(l)(1) and
                           419A(d)(2) of the Code.

                  The annual addition for any Plan Year beginning before January
                  1, 1987 shall not be recomputed to treat all Employee
                  contributions as an annual addition.

         (d)      For purposes of this Article, the definition of "Controlled
                  Group" set forth in paragraph (14) of Article I shall be
                  modified as provided by Code Section 415(h).

         (e)      If, except for the application of paragraph (a) of this
                  Section, a Participant's annual addition (as defined in
                  paragraph (c) of this Section, for a Plan Year would exceed
                  the limitations of such paragraph (a) as a result of (i) the
                  allocation of forfeitures, (ii) a reasonable error in
                  estimating the Participant's Compensation, (iii) a reasonable
                  error in determining the amount of Company Salary Reduction
                  Contributions that may be made with respect to the Participant
                  under the limitation of this Section, or (iv) other facts and
                  circumstances which the Commissioner of Internal Revenue finds
                  justify application of the following rules



                                       48


                  of this paragraph, contributions (if any), made by the
                  Participant for such year which constitute part of the annual
                  addition (together with any gains attributable thereto), shall
                  be returned to him/her to the extent necessary to effectuate
                  such reduction and if the return of all such contributions is
                  not sufficient to effectuate such reduction, the Company
                  Contributions allocated to such Participant's Account for such
                  year shall, to the extent necessary to effectuate such
                  reduction, be held by the Trustee in a suspense Account and
                  shall be used to reduce Company Contributions for the next
                  year (and succeeding years, as necessary) for such Participant
                  as such Participant is covered by the Plan at the end of any
                  such year; and if he/she is not covered by the Plan at the end
                  of any such year, such Company Contributions held by the
                  Trustee in such suspense Account shall be allocated and
                  reallocated to the Accounts of other Participants, except that
                  no such allocation or reallocation shall cause the limitations
                  of paragraph (a) of this Section to be exceeded for any such
                  other Participant for such year. The provisions of the
                  immediately preceding sentence relating to Company
                  Contributions shall first be applied to Company Salary
                  Reduction Contributions under this Plan and thereafter, if and
                  to the extent necessary, to other Company Contributions.
                  Investment gains and losses shall not be allocated to the
                  suspense Account during the period such suspense Account is
                  required to be maintained pursuant to this paragraph (e). In
                  the event of termination of the Plan, any then remaining
                  balance of the suspense Account, to the extent it may not then
                  be allocated to Participants, shall revert to the Company.



                                       49


                                  ARTICLE XIII
                           TOP-HEAVY PLAN REQUIREMENTS

       SECTION 1. DEFINITIONS

For the purposes of this Article, the following terms, when used with initial
capital letters, shall have the following respective meanings:

         (a)      Aggregation Group: Permissive Aggregation Group or Required
                  Aggregation Group, as the context shall require.

         (b)      Compensation: All remuneration of any Employee from the
                  Company, excluding, however, any amounts in excess of the
                  amount prescribed pursuant to Section 401(a)(17) of the Code,
                  as amended, or such amount as the Secretary of the Treasury
                  shall prescribe from time to time. For purposes of determining
                  the Top Heavy minimum contributions, pursuant to Section 5 of
                  this Article XIII, Compensation is defined pursuant to Article
                  XII, Section 1(b) of this Plan. For purposes of determining a
                  Key Employee, Compensation is defined pursuant to Article XII,
                  Section 1(b) of this Plan, plus amounts pursuant to Section
                  402(e)(3) of the Code.

         (c)      Defined Benefit Plan: A qualified Plan which is not a Defined
                  Contribution Plan.

         (d)      Defined Contribution Plan: A qualified Plan which provides for
                  an individual Account for each Participant, and for benefits
                  based solely on the amount contributed to the Participant's
                  Account, and any income, expenses, gains and losses, and any
                  forfeitures of accounts of other participants which may be
                  allocated to the Participant's Account.

         (e)      Determination Date: For any Plan Year, the last day of the
                  immediately preceding Plan Year.

         (f)      Former Key Employee: A Non-Key Employee with respect to a Plan
                  Year who was a Key Employee in a prior Plan Year. Such term
                  shall also include his/her Beneficiary in the event of his/her
                  death.

         (g)      Key Employee: An Employee or former Employee who is or was a
                  Participant and who, at any time during the current Plan Year
                  or any of the four preceding Plan Years, is (i) an officer of
                  a Company, (as the term "officer" is limited in Section
                  416(I)(l)(A) of the Code), having an annual Compensation
                  greater than fifty percent (50%) of the amount in effect under
                  Section 415(b)(1)(A) of the Code for any such Plan Year; (ii)
                  one of the ten (10) Employees having annual Compensation from
                  the Company of more than the limitation in effect under
                  Section 415(c)(1)(A) of the Code and owning (or considered as
                  owning within the meaning of Section 318 of the Code) the
                  largest interests in a Company, (iii) a five percent (5%)
                  owner (as such term is defined in Section 416(I)(1)(B)(I) of
                  the Code) or (iv) a one percent (1%) owner (as such term is
                  defined in Section 416(I)(1)(B)(ii) of the Code) having an
                  annual Compensation of more than


                                       50


                  $150,000. For purposes of clause (ii) of this paragraph (g),
                  if two Employees have the same interest in a Company, the
                  Employee having greater annual Compensation from the Company
                  shall be treated as having a larger interest. The term "Key
                  Employee" shall also include such Employee's Beneficiary in
                  the event of his/her death.

         (h)      Non-Key Employee: An Employee or former Employee who is not a
                  Key Employee. Such term shall also include his/her Beneficiary
                  in the event of his/her death.

         (i)      Permissive Aggregation Group: The group of qualified plans of
                  the Company consisting of:

                  (i)      the plans in the Required Aggregation Group; plus

                  (ii)     one (1) or more plans designated from time to time by
                           the Defined Contribution Plan Committee that are not
                           part of the Required Aggregation Group but that
                           satisfy the requirements of Sections 401(a)(4) and
                           410 of the Code when considered with the Required
                           Aggregation Group.

         (j)      Required Aggregation Group: The group of qualified plans of
                  the Company consisting of,

                  (i)      each other Plan in which a Key Employee participates;
                           plus

                  (ii)     each Plan which enables a Plan in which a Key
                           Employee participates to meet the requirements of
                           Section 401(a)(4) or 410 of the Code.

         (k)      Top-Heavy Account Balance: A Participant's (including a
                  Participant who has received a total distribution from this
                  Plan) or a Beneficiary's aggregate balance standing to his/her
                  Account as of the valuation date coinciding or immediately
                  preceding the Determination Date as adjusted by the amount of
                  any Company Contributions or ESOP Contributions made or due to
                  be made after such valuation date but before the expiration of
                  the extended payment period in Section 412(c)(10) of the Code,
                  provided, however, that (I) such balance shall include the
                  aggregate distributions made during the five (5) consecutive
                  Plan Years ending with the Plan Year that includes the
                  Determination Date (including distributions under a terminated
                  Plan which if it had not been terminated would have been
                  included in a Required Aggregation Group) and (ii) with
                  respect to any Plan Year beginning after December 31, 1984, if
                  an Employee or former Employee has not performed any service
                  for any Company maintaining the Plan at any time during the
                  five (5) year period ending on the Determination Date, his/her
                  Account (and/or the Account of his/her Beneficiary) shall not
                  be taken into account.

         (l)      Top-Heavy Group: An Aggregation Group if, as of a
                  Determination Date, the aggregate present value of accrued
                  benefits for Key Employees in all plans in the Aggregation
                  Group (whether Defined Benefit Plans or Defined Contribution

                                       51


                  Plans) is more than sixty percent (60%) of the aggregate
                  present value of accrued benefits for all Employees in such
                  plans.

         (m)      Top-Heavy Plan: See Section 2.

       SECTION 2. DETERMINATION OF TOP-HEAVY STATUS

         (a)      Except as provided by paragraph (b) of this Section, the Plan
                  shall be a Top-Heavy Plan if, as of a Determination Date:

                  (i)      the aggregate of Top-Heavy Account Balances for Key
                           Employees is more than sixty percent (60%) of the
                           aggregate of all Top-Heavy Account Balances,
                           excluding for this purpose the aggregate Top-Heavy
                           Account Balances of former Key Employees; or

                  (ii)     if the Plan is included in a Required Aggregation
                           Group which is a Top-Heavy Group.

         (b)      If the Plan is included in a Permissive Aggregation Group
                  which is not a Top-Heavy Group, the Plan shall not be a
                  Top-Heavy Plan notwithstanding the fact that the Plan would
                  otherwise be a Top-Heavy Plan under paragraph (a) of this
                  Section.

         (c)      Solely for the purpose of determining if the Plan, or any
                  other Plan included in a required Aggregation Group of which
                  this Plan is a part, is top-heavy (within the meaning of
                  Section 416(g) of the Code) the accrued benefit of a Non-Key
                  Employee shall be determined under (I) the method, if any,
                  that uniformly applies for accrual purposes under all plans
                  maintained by the Controlled Employers, or (b) if there is no
                  such method, as if such benefit accrued not more rapidly than
                  the slowest accrual rate permitted under the fractional
                  accrual rule of Section 411(b)(1)(C) of the Code.

         (d)      If the Plan is included in a Required Aggregation Group which
                  is not a Top-Heavy Group, the Plan shall not be a Top-Heavy
                  Plan notwithstanding the fact that the Plan would otherwise be
                  a Top-Heavy Plan under Paragraph (a)(ii) of this Section.

       SECTION 3. TOP-HEAVY PLAN REQUIREMENTS

Notwithstanding any other provisions of the Plan to the contrary, if the Plan is
a Top-Heavy Plan for any Plan Year beginning on or after January 1, 1984, the
Plan shall then satisfy the following requirements for such Plan Year:

         (a)      The minimum vesting requirement as set forth in Section 4.

         (b)      The minimum contribution requirement as set forth in Section
                  5.

         (c)      Section 1(b) of this Article shall apply for all purposes of
                  the Plan.


                                       52


       SECTION 4. MINIMUM VESTING REQUIREMENT

For purposes of this Article XIII, an Employee, who has completed at least three
(3) or more years of service, shall have a nonforfeitable right to 100 percent
(100%) of his/her accrued benefit derived from Company Contributions and ESOP
Contributions. The vesting schedule described in the immediately preceding
sentence (the "Top-Heavy Schedule") shall cease to be applicable when the Plan
ceases to be a Top-Heavy Plan, provided that

         (a)      the Company contributions and ESOP Contributions that become
                  nonforfeitable pursuant thereto before the Plan ceases to be a
                  Top-Heavy Plan shall remain nonforfeitable, and

         (b)      each Participant having at least three years of Continuous
                  Credited Service shall have the right to elect (within the
                  election period hereinafter described) to continue to have his
                  nonforfeitable percentage computed under the Top-Heavy
                  Schedule. The election period shall begin on the date the
                  Top-Heavy Schedule becomes inapplicable and shall end no later
                  than the later of

                  (i)      the day which is 60 days after the day the Top-Heavy
                           Schedule becomes inapplicable, and

                  (ii)     the date which is 60 days after the Participant is
                           issued written notice of the cessation by the Company
                           or Plan administrator.

       SECTION 5. MINIMUM CONTRIBUTION REQUIREMENT

If the Plan is a Top-Heavy Plan for any Plan Year beginning on or after January
1, 1984:

         (a)      Each Non-Key Employee who is eligible to share in any Company
                  Contribution or ESOP Contributions for such Plan Year (or
                  would have been eligible to share in any such Company
                  Contribution or ESOP Contributions if a Salary Reduction
                  Contribution had been made for him/her during such Plan Year)
                  shall be entitled to receive an allocation of such
                  Contribution which is at least equal to three percent (3%) of
                  his/her Compensation for such Plan Year.

         (b)      The percentage minimum contribution requirement set forth in
                  paragraph (a) above with respect to a Plan Year shall not
                  exceed the percentage at which Company Contributions and ESOP
                  Contributions are made (or required to be made) under the Plan
                  for such Plan Year for the Key Employee for whom such
                  percentage is the highest for such Year. The determination
                  referred to in the immediately preceding sentence shall be
                  determined for each Key Employee by dividing the Company
                  Contribution and ESOP Contributions allocated to such Key
                  Employee in that Plan Year by such Key Employee's Compensation
                  for such Plan Year. However, in determining the percentage at
                  which contributions are made for the Key Employee with the
                  highest percentage, elective contributions on behalf of Key
                  Employees are taken into account.


                                       53


         (c)      The percentage minimum contribution requirement set forth in
                  paragraph (a) above may also be reduced in accordance with
                  Section 6(b).

         (d)      For the purpose of paragraph (b) above, contributions taken
                  into account shall include like contributions under all other
                  Defined Contribution Plans in the Required Aggregation Group,
                  excluding any such Plan in the Required Aggregation Group if
                  that Plan enables a Defined Benefit Plan in such Required
                  Aggregation Group to meet the requirements of Section
                  401(a)(4) or Section 410 of the Code.

       SECTION 6. COORDINATION WITH OTHER PLANS

         (a)      In applying this Article XIII, a Company and all Controlled
                  Group Members shall be treated as a single employer, and the
                  qualified plans maintained by such single employer shall be
                  taken into account.

         (b)      In the event that another Defined Contribution Plan or Defined
                  Benefit Plan maintained by the Company provides contributions
                  or benefits on behalf of Participants in this Plan, such other
                  Plan(s) shall be taken into account in determining whether
                  this Plan satisfied Section 3; and, the minimum contribution
                  required for a Non-Key Employee in this Plan under Section 5
                  of this Article will be eliminated if the Company maintains
                  another qualified Plan under which such minimums are required
                  to be provided.

         (c)      In the event a Defined Benefit Plan maintained by the Company
                  provides benefits on behalf of Participants in this Plan, the
                  provisions contained in subsection (d) of this Section shall
                  be applied in order to preclude either required duplication or
                  inappropriate omission of minimum benefits or contributions.

         (d)      Each Non-Key Employee for whom a minimum contribution is
                  required under Section 5 of this Article and for whom a
                  minimum benefit is required under a Defined Benefit Plan
                  maintained by the Company shall be provided with the minimum
                  benefit under the Defined Benefit Plan(s) and shall not be
                  provided with such minimum contribution under this Plan.

       SECTION 7. ACTUARIAL ASSUMPTIONS

For purposes of this Article, the actuarial assumptions which shall be used are
attached to the Defined Benefit Plan of the Company called "Cooper Tire & Rubber
Company Salaried Employees' Retirement Plan" as Exhibit C.

       SECTION 8. CONSTRUCTION

The term "present value of accrued benefits" as used in this Article shall in
all appropriate cases include Account balances of affected Employees.


                                       54


                                  ARTICLE XIV
                           ADMINISTRATION OF THE PLAN

       SECTION 1. DEFINED CONTRIBUTION PLAN COMMITTEE

The Plan shall be administered by the Defined Contribution Plan Committee which
shall be appointed by the Board of Directors of the Company.

The Committee shall consist of at least three (3) members who shall be
designated from time to time by the Board of Directors of the Company, and shall
act by at least a majority of members.

The Committee, by a majority vote of its members, shall appoint a Plan
Administrator, Chairman and Secretary. The Plan Administrator as appointed by
the Committee shall be the "Named Fiduciary" of the Plan with respect to
administrative matters, and the Trustee shall be the "Named Fiduciary" with
respect to the handling of Plan assets.

The Board of Directors shall, from time to time, notify the Trustee of the
number and the identity of the members of the Committee and the Trustee shall be
entitled to rely upon such notices.

       SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE

The Committee shall adopt such uniform and nondiscriminatory administrative
regulations under the Plan as it shall deem to be necessary or appropriate for
the efficient administration of the Plan.

The Committee shall have sole and absolute discretion to interpret the
provisions of the Plan or Trust Agreement (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan or Trust Agreement),
to make factual findings with respect to any issue arising under the Plan, to
determine the rights and status under the Plan of Participants and other
persons, to decide disputes arising under the Plan and to make any
determinations and factual or other findings with respect to the benefits
payable thereunder and the persons entitled thereto as may be required for the
purposes of the Plan. In furtherance of, but without limiting, the foregoing,
the Committee is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Committee):

         (a)      to resolve all questions (including factual questions) arising
                  under the provisions of the Plan as to any individual's
                  entitlement to become a Participant;

         (b)      to determine the amount of benefits, if any, payable to any
                  person under the Plan (including, to the extent necessary,
                  making any factual findings with respect thereto); and

         (c)      to conduct the review procedure specified in Section 3 of this
                  Article.

All decisions of the Committee as to the facts of any case, as to the
interpretation of any provision of the Plan or its application to any case, and
as to any other interpretative matter or


                                       55


other determination or question under the Plan shall be final and binding on all
parties affected thereby, subject to the provisions of Section 3 of this
Article.

       SECTION 3. FIDUCIARY PROVISIONS

         (a)      Named Fiduciaries

                  Among the named fiduciaries under the Plan shall be the
                  Company, the Plan Administrator, the Committee, the Trustee
                  and the investment advisors or insurance companies, each of
                  which shall have such powers, duties, responsibilities and
                  authority as shall be specified in the Plan or trust agreement
                  entered into for the purpose of managing the trust fund,
                  subject to any delegation thereof as provided in the Plan or
                  such trust agreement. Any other person, entity, committee,
                  board, department, office, or identifiable part of any legal
                  entity may be designated by the Company as a named fiduciary
                  by an instrument signed by the Company, delivered to such
                  designated named fiduciary and to the Trustee and accepted in
                  writing by the designated named fiduciary. Any such
                  designation may be terminated at any time by the Company or by
                  such named fiduciary by written notice delivered to the other
                  of them and to the Trustee.

         (b)      Liability of Fiduciaries

                  To the extent permitted by law, (I) neither the Company nor
                  any director, officer, or Employee shall be personally liable
                  upon any contract or other instrument made or executed by
                  him/her or it or in his/her or its behalf in the
                  administration of the Plan or the trust fund; (ii) neither the
                  Company nor any director, officer, or Employee who is a
                  fiduciary shall be liable for the neglect, omission or
                  wrongdoing of any other fiduciary; (iii) the Company, person,
                  Committee or board and each member thereof to whom the Company
                  delegates (or the Plan or trust agreement assigns) any duty
                  with respect to the Plan or trust fund, may rely and shall be
                  fully entitled to act upon the advice of counsel, who may be
                  of counsel for the Company, and upon the opinion, certificate,
                  valuation, report, recommendation or determination of an
                  actuary appointed by the Company to assist in the operation of
                  the Plan; (iv) the Company and each director, officer, or
                  Employee who is a fiduciary shall be solely responsible for
                  his/her own acts or omissions; and (v) if any responsibility
                  of the Company or of a director, officer, or Employee who is a
                  fiduciary is allocated to any other person or if a person is
                  designated to carry out any responsibility in accordance with
                  the provisions of the Plan or trust agreement, then such
                  fiduciary shall not be responsible for any act or omission of
                  such person in carrying out such responsibility.

         (c)      Delegation of Fiduciary Duties

                  The Company may delegate to any person, entity, committee,
                  board, department, office, or identifiable part of any legal
                  entity any one or more powers, functions, duties or
                  responsibilities with respect to the Plan or the trust fund,
                  provided that no such power, function, duty or responsibility
                  which is assigned to a fiduciary


                                       56


                  (other than the Company) pursuant to some other Section of the
                  Plan or the trust agreement shall be so delegated without the
                  written consent of such fiduciary.

                  Any delegation pursuant to the preceding provisions: (I) shall
                  be signed by the Company and be delivered to and accepted in
                  writing by the delegatee, (ii) shall contain such provisions
                  and conditions relating to such delegation as the Company
                  deems appropriate, (iii) may be amended from time to time by
                  written agreement signed on behalf of the Company and the
                  delegatee and (iv) may be revoked (in whole or in part) at any
                  time by written notice from the Company delivered to the
                  delegatee or from the delegatee to the Company.

         (d)      Personal Liability of Non-Fiduciaries

                  Except for gross neglect or malfeasance, no non-fiduciary
                  officers, directors or Employees of the Company shall be
                  personally liable for acts done hereunder or related hereto,
                  or for the making, retention or sale of any contract or
                  contracts made as herein provided, or for the failure to
                  invest or reinvest any funds or for any loss to or diminution
                  of the trust fund, nor shall any of them be personally liable
                  for or answerable to any Participant or any other person in
                  connection with any exercise of discretion under the terms of
                  this instrument relating to the payment or non-payment of
                  benefits.

         (e)      Defense of Fiduciaries and Non-Fiduciaries

                  The Company shall, at its expense, defend or provide for the
                  defense of any or all fiduciary or non-fiduciary officers,
                  directors or Employees of the Company against any such claims,
                  allegations, suits, or charges relating to or incidental to
                  this Plan, and shall continue to do so in any given cases,
                  unless and until it shall clearly appear that gross neglect or
                  malfeasance is involved in any such particular case.

         (f)      Claims for Benefits

                  Claims for benefits from this Plan shall be submitted to the
                  designated representative of the Defined Contribution Plan
                  Committee on such forms as may be designated by the Defined
                  Contribution Plan Committee.

         (g)      Appeals Procedure

                  (i)      If a claim is wholly or partially denied, notice of
                           the decision, as provided in this Section, shall be
                           furnished to the claimant within ninety (90) days
                           after receipt of the claim by the Plan unless special
                           circumstances require an extension of time for
                           processing the claim. If such an extension of time
                           for processing is required, written notice of the
                           extension shall be furnished to the claimant prior to
                           the termination of the initial 90-day period. In no
                           event shall such extension exceed a period of ninety
                           (90) days.


                                       57


         (ii)     The Committee shall provide to every claimant who is denied a
                  claim for benefits written notice stating:

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

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

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

                  (D)      Appropriate information as to the steps to be taken
                           if the Participant or beneficiary wishes to submit
                           his or her claim for review.

         (iii)    The claimant may, within ninety (90) days after receipt of
                  written notification of denial of a claim, file with the Plan
                  Administrator an appeal in writing for review of denial of
                  benefits. A claimant or his or her duly authorized
                  representative may review all pertinent documents. In
                  considering any appeal pursuant to this Section 3(g), the Plan
                  Administrator shall have the same powers to interpret the Plan
                  and make factual findings with respect thereto as are granted
                  to the Committee under Section 2 hereof. The Plan
                  Administrator shall render its decision within 60 days after
                  receipt of a request for review unless special circumstances
                  require an extension of time for processing, in which case a
                  decision shall be rendered as soon as possible, but not later
                  than one hundred twenty (120) days after receipt of a request
                  for review. If such extension of time for review is required
                  because of special circumstances, written notice of the
                  extension shall be furnished to the claimant prior to the
                  commencement of the extension. The decision shall be in
                  writing and shall include specific reasons for the decision
                  including specific references to the pertinent Plan provisions
                  on which the decision is based.

         (iv)     If decisions are not furnished to the claimant within the time
                  limits provided in this Section, the claim shall be deemed to
                  have been denied.

         (v)      Exhaustion of the remedies provided in this Section shall be a
                  prerequisite to the bringing of any other action, formal or
                  informal for benefits under the Plan.

       SECTION 4. DESIGNATION OF TRUSTEE

In order to implement the Plan, the Company will enter into a trust agreement
with the Trustee to the end that the contributions of the Participants and the
contributions of the Company shall be invested in accordance with the provisions
of this Plan and shall be held in Trust for the exclusive benefit of the
Participants or their Designated Beneficiaries.


                                       58


The Company may, without further reference to or action by any Participant, from
time to time, enter into such further agreements with the Trustee or other
parties and make such amendments to said trust agreements or said further
agreements as it may be necessary or desirable to carry out the Plan, may from
time to time designate a successor Trustee or successor Trustees, or may take
such other steps to execute such other instruments as it may deem necessary or
desirable to put the Plan into effect or to carry out the provisions thereof.

       SECTION 5. ACTION BY THE COMPANY

Any action by the Company under this Plan shall be made pursuant to
authorization of its Board of Directors.

       SECTION 6. DELEGATION OF TRUSTEE'S FUNCTIONS

The Trustee and the Committee may, by agreement in writing, arrange for the
delegation by the Trustee to the Company of any of the functions of the Trustee,
except the custody and distribution of assets, the voting of Common Stock held
by the Trustee, and the purchase and sale or redemption of securities.

       SECTION 7. DUTIES OF THE TRUSTEE

The Trustee shall keep accurate and detailed accounts of all investments,
receipts and disbursements and other Transactions.

The Trustee shall annually, following the close of each Plan Year, revalue and
adjust each Participant's Account at its current market value at the end of the
Plan Year.

The Trustee shall furnish at least quarterly to each Participant a statement
showing the status of his/her Account under the Plan. This statement shall be
deemed to have been accepted as correct unless written notice to the contrary is
received by the Trustee within thirty (30) days after receipt of such statement
by the Participant.

       SECTION 8. ACCOUNTS OF THE TRUSTEE

The annual financial statement of the Plan shall be audited annually by auditors
selected by the Company.

       SECTION 9. RECORDS

The records of the Trustee, Committee and the Company shall be conclusive with
respect to all matters involved in the administration of this Plan.

       SECTION 10. VOTING OF COMMON STOCK

         (a)      Each Participant shall have the right to direct the Trustee as
                  to the manner in which voting rights with respect to whole and
                  fractional shares of Common Stock held in the Participant's
                  Account shall be exercised.


                                       59


         (b)      In order to implement the voting rights granted in this
                  Section 10 of Article XIV, the Company shall furnish to the
                  Trustee such information as will be distributed to
                  shareholders of the Company in connection with each such vote
                  and a form for the use by Participants in directing the
                  Trustee as to the manner in which voting rights shall be
                  exercised (the "Documents"), in quantities approximately equal
                  to the number of Participants holding shares of Common Stock
                  in Accounts at the time of such distribution. The Trustee
                  shall use its best efforts to distribute or cause to be
                  distributed to each Participant the Documents as soon as
                  practicable following the furnishing of the Documents to the
                  Trustee. The Trustee will follow the written directions of
                  each Participant with respect to the voting of the whole and
                  fractional shares of Common Stock held in such Participant's
                  Account, provided that such written directions are received by
                  the Trustee by the close of business two (2) days prior to the
                  time such shares must be voted. Any such written direction by
                  a Participant to the Trustee shall be effective as of the date
                  such direction is received by the Trustee. Each Participant
                  shall be permitted to revoke or change such direction,
                  provided such revocation or change is received in writing by
                  the Trustee by the close of business two (2) days prior to the
                  time such shares of Common Stock must be voted.

         (c)      In the absence of written direction from a Participant in
                  accordance with this Section 10(b) of Article XIV, the Trustee
                  shall vote all whole and fractional shares of Common Stock
                  held in such Participant's Account in the same manner in which
                  the Trustee is directed by Participants, pursuant to Section
                  10(b) of this Article XIV, to vote the majority of the
                  aggregate shares of Common Stock held in such Participants'
                  Accounts.

         (d)      The right granted to each Participant pursuant to this Section
                  10 of Article XIV to direct the manner in which whole and
                  fractional shares of Common Stock allocated to such
                  Participant's Account are voted, and the provisions
                  instructing the Trustee regarding the manner in which voting
                  rights with respect to such whole and fractional shares shall
                  be exercised in the absence of written directions from a
                  Participant, shall include the manner in which the rights with
                  respect to corporate action by shareholder consent is
                  exercised.

         (e)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Documents and to
                  exercise all of the rights granted to each such Participant
                  pursuant to this Section 10 of Article XIV in the event of the
                  death of such Participant.

       SECTION 11. NOTICES

All notices, reports and statements given, made, delivered or transmitted to a
Participant shall be duly given, made, delivered or transmitted as the Committee
may deem appropriate.

All directions, notices and other communications from Participants to the
Committee shall be in such form as may be prescribed by the Committee.


                                       60


Such written directions, notices and other communications shall be mailed by
first class mail or delivered to the secretary of the Committee and shall be
deemed to have been given when received by the secretary or his/her duly
authorized representative.

       SECTION 12. COSTS AND EXPENSES

Except as provided in Article XV Section 3 with respect to transaction expenses,
all costs and expenses incurred in the administration of the Plan shall be paid
by the Company; provided, however, that any taxes which may be imposed on the
income or the assets of the trust shall be paid out of the assets in the hands
of the Trustee and shall be charged ratably against the Accounts of the
Participants. Notwithstanding the foregoing, any taxes incurred by reason of
specific investments or Transactions shall be charged against those Accounts of
the Participants which were involved in such investments or Transactions on the
basis of the respective interests of such Accounts in the investments or
Transactions generating such tax liability.

       SECTION 13. MISCELLANEOUS

The Plan shall be governed by and construed in accordance with the laws of the
State of Ohio, to the extent those laws have not been superseded by Federal law
(which shall otherwise apply).

Participation in the Plan by a Participant shall in no way affect any of the
Company's rights to assign such Participant to a different job or position; to
change his/her title, authority, duties or rate of Compensation, or to terminate
his/her employment.

The headings and captions contained in this document are for convenience of
reference only, and are not deemed to constitute a part of the Plan.

Should any provision (or part of any provision) of this Plan be determined by a
court of competent jurisdiction to be contrary to law or unenforceable as a
matter of public policy, such provision shall be considered severable, and this
Plan shall be considered not to include the provision in issue. The Plan shall
be construed by the Committee, by the Plan Administrator, and all other persons
relying on this document as though such provision (or part thereof) did not
exist, and the Plan shall be applied and enforced in the manner determined by
the Plan Administrator to be most nearly consistent with the deleted provision
as is permissible under law and public policy.

In the event that any benefit payable under this Plan is payable to or for the
benefit of a minor, an incompetent person, or other person incapable, of
receipting therefor, such benefit shall be deemed paid when paid to such
person's guardian or to the party providing or reasonably appearing to provide
for the care of such person, and such payment shall fully discharge the Trustee,
the Committee, the Plan Administrator, the Company and all other parties with
respect thereto.

In the event that any benefit payable under this Plan to any Participant,
Designated Beneficiary, or estate of the Participant cannot be paid because the
proper payee cannot be located or identified by the Trustee, such benefit shall
be deemed forfeited thirty-six (36) months from the date on which the Trustee or
Plan Administrator first attempted to locate such payee, provided,


                                       61


however, that upon presentation by such proper payee of a subsequent claim for
such forfeited benefit, the full amount of the forfeited benefit shall be
restored.

In the event of the merger or consolidation of this Plan (or any part thereof)
into any other Plan, or the transfer to or from this Plan of any of the assets
held for the benefit of Participants and Designated Beneficiaries, each
Participant and Designated Beneficiary affected by such merger, consolidation or
transfer shall have an accrued benefit in the surviving or transferee Plan
(determined as if such Plan were then terminated immediately after such merger,
consolidation or transfer) that is equal to or greater than his/her accrued
benefit to which he/she would have been entitled, had the Plan been terminated
immediately prior to the occurrence of such merger, consolidation or transfer.

Notwithstanding any provision of the Plan to the contrary, including any
provision which requires the use of a written instrument, to the extent
permitted by applicable law, the Committee may establish procedures for the use
of electronic media in communications and transactions between the Plan or the
Committee and Participants and Beneficiaries. Electronic media may include, but
are not limited to, e-mail, the Internet, intranet systems and automated
telephonic response systems.

Notwithstanding any provision of the Plan to the contrary, during any conversion
period, in accordance with procedures established by the Committee, the
Committee may temporarily suspend, in whole or in part, certain provisions of
the Plan, which may include, but are not limited to, a Participant's right to
change his contribution election, a Participant's right to change his investment
election and a Participant's right to borrow or withdraw from his Account or
obtain a distribution for his Account.

       SECTION 14. TENDER AND EXCHANGE OFFERS

Notwithstanding any other provision contained herein to the contrary (including,
without limitation, the provisions of Article XV), in the event the Trustee
receives (I) any tender offer which is subject to Section 14(d)(l) of the
Securities Exchange Act of 1934, as amended from time to time, and to
regulations promulgated thereunder, or (ii) any other offer or option to buy or
exchange more than thirty percent (30%) of the outstanding shares of Common
Stock, the provisions of this Section 14 of Article XIV shall apply.

         (a)      Each Participant shall have the right to direct the Trustee as
                  to whether to tender and sell or exchange pursuant to such
                  offer any whole and fractional shares of Common Stock held in
                  the Participant's Account.

         (b)      In order to implement the rights granted in this Section 14 of
                  Article XIV, the Company shall furnish to the Trustee such
                  information as may be distributed by it to shareholders of the
                  Company in connection with each such offer (the "Tender
                  Documents"), in quantities approximately equal to the number
                  of Participants holding shares of Common Stock in Accounts at
                  the time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each
                  Participant the Tender Documents together with all other
                  materials that the Trustee receives as a shareholder from any
                  other party with respect to such offer


                                       62


                  (the "Additional Tender Documents") and a form prepared by the
                  Trustee for the use by Participants in directing the Trustee
                  as to whether or not shares of Common Stock in the
                  Participants' Accounts shall be tendered and sold or exchanged
                  as soon as practicable following the furnishing of the Tender
                  Documents and Additional Tender Documents to the Trustee. The
                  Trustee will follow the written directions of each Participant
                  with respect to the tender, and sale or exchange if the tender
                  is accepted, of the whole and fractional shares of Common
                  Stock held in such Participant's Account, provided that such
                  written directions are received by the Trustee by the close of
                  business two (2) days prior to the time such shares must be
                  tendered. Any such written direction by a Participant to the
                  Trustee shall be effective as of the date such direction is
                  received by the Trustee. Each Participant shall be permitted
                  to revoke or change such direction, provided such revocation
                  or change is received in writing by the Trustee by the close
                  of business two (2) days prior to the time such shares of
                  Common Stock must be tendered. The Trustee shall tender all
                  shares of Common Stock as to which valid and timely directions
                  to do so have been received by it and have not been
                  subsequently timely revoked prior to the expiration date of
                  the offer to which the directions relate, and, to the extent
                  the tender is accepted, the shares so tendered shall be sold
                  or exchanged as soon as practical thereafter. Each Participant
                  may direct the Trustee to withdraw any shares of Common Stock
                  in the Participant's Account which were previously tendered,
                  and the Trustee shall withdraw such shares of Common Stock
                  prior to the withdrawal date of the offer, provided such
                  direction is received in writing by the Trustee by the close
                  of business two (2) days prior to the withdrawal date of the
                  offer. Any and all directions given to the Trustee by any
                  Participant pursuant to this Section 14 of Article XIV shall
                  remain in the strict confidence of the Trustee.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 14(b) of Article XIV, the Trustee
                  shall tender, and sell or exchange in the event the tender is
                  accepted, at the times provided in Section 14(b) of Article
                  XIV, all whole and fractional shares of Common Stock held in
                  such Participant's Account only if the Trustee is directed by
                  Participants, pursuant to Section 14(b) of Article XIV, to
                  tender and sell or exchange the majority of the aggregate
                  shares of Common Stock held in such Participants' Accounts.

         (d)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Tender Documents and
                  Additional Tender Documents and to exercise all of the rights
                  granted to each such Participant pursuant to this Section 14
                  of Article XIV in the event of the death of such Participant.

         (e)      The price at which sales of the Company's Common Stock in
                  accordance with this Section 14 of Article XIV pursuant to a
                  tender or exchange offer described herein shall be credited to
                  the Participants' Accounts shall be the price paid in
                  connection with the tender or exchange offer. Shares of Common
                  Stock sold in accordance with this Section 14 of Article XIV
                  pursuant to a tender or exchange offer described herein shall
                  not be considered in computing weighted average price under
                  Section 2 of Article XV. The cash proceeds from the sale or


                                       63



                  exchange of any shares of Common Stock tendered and sold or
                  exchanged pursuant to this Section 14 of Article XIV shall be
                  invested in accordance with the terms of the Plan. If, as a
                  result of a tender and sale or exchange, the Trustee receives
                  securities or other property, such securities or property
                  shall be held or reinvested in accordance with the terms of
                  the Plan. Any shares of Common Stock tendered or offered but
                  not purchased or exchanged shall be held or reinvested by the
                  Trustee in the trust created under this Plan in accordance
                  with the terms of the Plan.

         (f)      Transactions in the Company's Common Stock pursuant to a
                  tender or exchange offer in accordance with this Section 14 of
                  Article XIV need not be made through the facilities of the New
                  York Stock Exchange.

         (g)      The Account of each Participant for whom the Trustee has sold
                  or exchanged shares of Common Stock in connection with any
                  tender offer or exchange offer described in this Section 14 of
                  Article XIV shall be charged with a pro rata share of all
                  expenses incurred by the Trustee in all sales or exchanges
                  pursuant to such offer.



                                       64


                                   ARTICLE XV
                       SECURITIES TRANSACTIONS BY TRUSTEE

       SECTION 1. TRANSACTION PERIOD

For convenience in administration, the Committee and the Trustee shall establish
a period for (a) the purchase and sale of Mutual Fund shares or the Company's
Common Stock, or (b) the deposit and withdrawal of Cash with Interest, which
shall be known as a Transaction Period. The Transaction Period shall commence at
4:00 p.m. Eastern Standard Time or Eastern Daylight Time on a day when both the
Trustee and the New York Stock Exchange are open for business and shall end at
4:00 p.m. Eastern Standard Time or Eastern Daylight Time on the next succeeding
day when both the Trustee and the New York Stock Exchange are open for business.
All purchases and sales of the Company's Common Stock or Mutual Fund shares or
the deposit and withdrawal of Cash With Interest made by the Trustee during the
Transaction Period shall be in accordance with the instructions and directions
of the Participants (or of the Company as to purchases of the Company's Common
Stock with amounts to be credited to a Participant's Account from ESOP
Contributions and Company Contributions attributable to Participant's
Contributions made after June 30, 1984) which are received during a Transaction
Period. The Trustee shall not be required to respond to any subsequent
instruction or direction received during any Transaction Period until the next
succeeding Transaction Period.

       SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS

The transaction price for purchases and sales of Company Common Stock shall be
determined based upon the closing price of the Company's Common Stock on the New
York Stock Exchange on day when both the Trustee and the New York Stock Exchange
are open for business, times the total number of shares of the Company's Common
Stock in the Common Stock pooled account, plus uninvested cash and accrued
income, divided by the number of shares in the Common Stock pooled account.

The transaction price for purchases and sales in each of the Mutual Funds shall
be determined based upon the closing price of each such Mutual Funds on a day
when both the Trustee and the New York Stock Exchange are open for business,
times the total number of shares in each such Mutual Funds pooled account, plus
uninvested cash and accrued income; divided by the total number of shares of
each such Mutual Funds pooled account.

Purchases and sales of the Cash with Interest Investment Option shall be charged
or credited on the basis of actual purchase or sale prices for the particular
transaction.

       SECTION 3. ALLOCATING TRANSACTION EXPENSE

Each Participant's Account for whom the Trustee has sold and/or purchased shares
in one or more of the Investment Options available in the Plan pursuant to the
Participant's specific investment directions shall be charged for the expenses
incurred by the Plan in the exercise of the Participant's specific investment
option direction.


                                       65


       SECTION 4. REGISTRATION OF SECURITIES

Securities held by the Trustee may be registered in the name of the Trustee or
its nominee.

       SECTION 5. MISCELLANEOUS

The Trustee shall invest in the Company's Common Stock Investment Option, the
Cash With Interest Investment Option, or Mutual Fund Investment Option as
promptly as practicable after the receipt of contributions. Contributions
temporarily held for investment in one of the Investment Options shall be
invested by the Trustee in a short term fund approved by the Committee. All
Transactions in the Company's Common Stock shall be made through the facilities
of the New York Stock Exchange except for the purchase of stock from the Company
as provided in Section 4 of Article V.


                                       66


                                  ARTICLE XVI
                                  ASSIGNABILITY

It is a condition of the Plan, and all rights of each Participant shall be
subject thereto, that, except as provided in a qualified domestic relations
order as defined in Section 414(p) of the Code, no right or interest of any
Participant in the Plan or in the Account shall be assignable or transferable in
whole or in part, either directly or by operation of law or otherwise,
including, but not by the way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, but excluding the
consequence of death, or mental incompetency, and no right of interest of any
Participant of the Plan or in the Account shall be liable for, or subject to,
any obligation or liability of such Participant. Notwithstanding any provision
of the Plan to the contrary, with respect to judgments, orders, decrees or
settlements issued after August 5, 1997, the Plan shall honor a judgment, order,
decree or settlement providing for the offset of all or a part of a
Participant's benefit under the Plan, to the extent permitted under Code Section
401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii)
relating to the protection of the Participant's spouse (if any) are satisfied.



                                       67


                                  ARTICLE XVII
         AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN

       SECTION 1. ACTION BY THE COMPANY

The Company reserves the right, by action by its Board of Directors, to amend,
modify, suspend or terminate the Plan in whole or in part at any time. Any such
amendment, modification, suspension or termination shall have neither any
retroactive effect to reduce or impair the interest of any Participant in assets
then held for his/her Account under the Plan, nor shall provide for or permit
any assets or funds then held by the Trustee to be used for or devoted to
purposes other than as provided herein.

Upon the termination or partial termination of the Plan or upon the complete
discontinuance of Company Contributions under the Plan, the rights of each
Participant to the assets then held for his/her Account under the Plan shall be
nonforfeitable.

       SECTION 2. RETROACTIVE ACTION BY THE COMPANY

The Company may, at any time, and from time to time, modify any of the
provisions of the Plan retroactively, if and to the extent that such action in
the judgment of the Board of Directors is necessary or appropriate to qualify or
maintain the Plan and the trust established hereunder as a Plan and trust
meeting the requirements of the applicable provisions of the Code, as the same
may be amended from time to time or the corresponding provisions of the United
States Internal Revenue laws in force from time to time; or to qualify or
maintain the aforesaid Plan and trust under the Employee Retirement Income
Security Act of 1974 and any amendments thereto.



                                       68


                                 ARTICLE XVIII
                                  ESOP FEATURE

       SECTION 1. ESTABLISHMENT OF ESOP

         (a)      Effective January 1, 2002, the Plan shall consist of two
                  components, the ESOP Feature and the Non-ESOP Feature. The
                  ESOP Feature shall consist of the ESOP Account. The ESOP
                  Feature is intended to qualify as a stock bonus plan under
                  Code Section 401(a) and as an employee stock ownership plan
                  under Code Section 4975(e)(7). The ESOP Feature is designed to
                  invest primarily in "qualifying employer securities," as
                  defined in Code Sections 4975(e)(8) and 409(l) and ERISA
                  Section 407(d)(5). The ESOP Feature is described in this
                  Article XVIII. The provisions of this Article XVIII shall
                  supercede any contrary provisions of the Plan.

       SECTION 2. ESOP ACCOUNT

         (a)      The Committee shall establish an ESOP Account in the name of
                  each Participant and shall thereafter maintain a record
                  thereof.

         (b)      The ESOP Account of each Participant shall be credited and
                  debited periodically during each Plan year in which the ESOP
                  is maintained with any additions or reductions in the number
                  of shares of Common Stock held for such Participant in the
                  Plan due to the reallocation of the investment of the
                  participant's Non-ESOP Account and ESOP Account, and with any
                  stock and cash dividends paid on common Stock attributable to
                  units of the Common Stock fund.

         (c)      In the event that a Participant elects a partial liquidation
                  of the investment of his Account in Common Stock pursuant to
                  Section 5 of Article V, Common Stock shall be liquidated
                  pro-rata from the Participant's Non-ESOP Account and ESOP
                  Account.

       SECTION 3. ESOP CONTRIBUTIONS

The Company, in its discretion, may make ESOP Contributions from time to time in
such amounts as are determined by the Company. All ESOP Contributions shall be
made in Common Stock. ESOP Contributions for a Plan Year shall be allocated
among active Participants for the Plan Year. The amount allocated to each active
Participant shall be determined by multiplying each active Participant's
Compensation for such Plan Year by a fraction, the numerator of which is the
ESOP Contribution for such Plan Year, and the denominator of which is the total
Compensation of all active Participants for such Plan Year. ESOP Contributions
shall be treated as Company Contributions for purposes of distributions and
withdrawals from the Plan. The ESOP Contribution subaccount of a Participant
shall be invested in Common Stock, subject to the diversification rules provided
in Section 4 of this Article.


                                       69


       SECTION 4. DIVERSIFICATION OF INVESTMENT

Participants who are at least age 55 may diversify the investment of amounts,
including amounts not Vested, held in their ESOP Accounts by transferring
amounts out of the Common Stock fund to one of the other Investment Options in
accordance with the provisions of Section 5 of Article V. Any transfer of such
amounts out of the Common Stock fund to another Investment Option shall be
deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature.

       SECTION 5. PUT OPTION

         (a)      If shares of Common Stock distributable to a Participant or
                  his Beneficiary are at the time of the distribution not
                  readily tradable on an established market, the Participant or
                  Beneficiary will have an option (the "Put") to require the
                  Company to purchase all of the shares actually distributed to
                  him. The Put may be exercised at any time during the Option
                  Period (as defined below) by giving the Company written notice
                  of the election to exercise the Put. The Put may be exercised
                  by a former Participant or the Beneficiary only during the
                  Option Period in which the former Participant or Beneficiary
                  receives a distribution of shares of Common Stock.

         (b)      The "Option Period" is the 60-day period following the day on
                  which a Participant or his Beneficiary receives a
                  distribution. If the former Participant or Beneficiary does
                  not exercise the Put during that 60-day period, the Option
                  Period will also be the 60-day period beginning after the new
                  determination of the fair market value of Common Stock by the
                  Committee (and notice to the Participant) in the following
                  Plan Year. The Option Period will be extended by the amount of
                  time during which the Company is unable to honor the Put by
                  reason of applicable federal or state law.

         (c)      The "Option Price" will be the fair market value of each share
                  of Common Stock as of the valuation date immediately preceding
                  the date the Put is exercised, multiplied by the number of
                  shares to be sold under the Put, with appropriate adjustments
                  to reflect intervening stock dividends, stock splits, stock
                  redemptions, or similar changes to the number of outstanding
                  shares.

         (d)      The terms of payment for the sale of Common Stock pursuant to
                  Put shall be as provided in the Put and may be either paid in
                  a lump sum or in installments as provided by the Committee. An
                  agreement to pay through installments shall be permissible
                  only if the Common Stock subject to the put option is part of
                  a 'total distribution', as defined in Code Section 409(h)(5),
                  and--

                  (i)      the agreement is adequately secured, as determined by
                           the Committee,

                  (ii)     a reasonable rate of interest is charged, as
                           determined by the Committee,

                  (iii)    annual payments are equal,



                                       70


                  (iv)     installment payments must begin not later than 30
                           days after the date the Put option is exercised, and

                  (v)      the term of the payment does not extend beyond five
                           years from the date the Put option is exercised.

         (e)      The Put will not be assignable, except that the former
                  Participant's donees or, in the event of a Participant's
                  death, his personal representative, will be entitled to
                  exercise the Put during the Option Period for which it is
                  applicable.

         (f)      The Trustee in its discretion may, with the Company's consent,
                  assume the Company's obligation under this Section at the time
                  a former Participant or Beneficiary exercises the Put. If the
                  Trustee does assume the Company's obligations, the provision
                  of this Section that apply to the Company will also apply to
                  the Trustee.

         (g)      The Put will also apply to shares of Common Stock that are
                  publicly traded without restriction when distributed but which
                  cease to be publicly traded or which become subject to a
                  trading limitation during the Option Period. In that event,
                  the Committee will notify in writing each former Participant
                  or Beneficiary to whom the Put becomes applicable that the
                  shares of Common Stock held by the former Participant or
                  Beneficiary are subject to the Put for the remainder of the
                  applicable Option Period and will inform the Participant or
                  Beneficiary of the terms of the Put. If the written notice is
                  given later than ten days after the shares of Common Stock
                  cease to be publicly traded or become subject to a trading
                  limitation, the period during which the Put may be exercised
                  will be extended by the number of days between the tenth day
                  and the date the notice is actually given.

         (h)      The Committee will notify each former Participant or
                  Beneficiary who is eligible to exercise the Put of the fair
                  market value of each share of Common Stock as soon as
                  practicable following its determination. The Committee and the
                  Company will send all notices required under this Subsection
                  to the last known address of a former Participant or
                  Beneficiary, and it will be the duty of those persons to
                  inform the Committee of any changes in address.

       SECTION 6. PAYMENT OF DIVIDENDS

         (a)      The Committee, in its sole discretion, may provide that any
                  dividends paid in cash during the Plan Year on shares of
                  Common Stock in which Participants' ESOP Accounts are invested
                  shall be (i) paid in cash directly to the Participant, (ii)
                  paid to the Plan and subsequently distributed to the
                  Participant in cash no later than 90 days after the close of
                  the Plan Year in which the dividends are paid to the Plan, or
                  (iii) at the election of the Participant, either (A) paid to
                  the Participant as provided in Clause (i) or (ii) (as
                  determined by the Committee) or (B) paid to the Participant's
                  ESOP Account to be reinvested in the Common Stock. Such
                  dividends shall be paid in accordance with procedures
                  established by the Committee.


                                       71


         (b)      If an election pursuant to Paragraph (a)(iii) is provided by
                  the Committee, each Participant may make the election, in the
                  manner and at the time specified by the Committee, with
                  respect to dividends received on shares of Common Stock
                  comprising the portion of the Common Stock fund allocated to
                  the Participant's ESOP Account. If an election pursuant to
                  Paragraph (a)(iii) is provided by the Committee and a
                  Participant does not make such an election, such dividends
                  shall be paid to the Participant's ESOP Account to be
                  reinvested in Common Stock.

         (c)      The Beneficiary of a deceased participant shall have the same
                  rights as a Participant has under this Section 6.

         (d)      The provisions of this Section 6 are intended to comply with
                  Section 404(k) of the Code, and shall be interpreted and
                  construed accordingly.

       SECTION 7. INDEPENDENT APPRAISER

         (a)      Common Stock held in Participants' ESOP Accounts shall be
                  valued as of each valuation date, or at the discretion of the
                  Committee, more frequently. All valuations of Common Stock
                  held in Participants' ESOP Accounts which is not readily
                  tradable on an established securities market shall be made by
                  an independent appraiser meeting requirements similar to those
                  contained in Treasury Regulations under Code Section
                  170(a)(1).

       SECTION 8. SHARE LEGEND

Shares of Common Stock in the ESOP Feature held or distributed by the Trustee
may include such legend restrictions on transferability as the Company may
reasonably require in order to assure compliance with applicable federal and
state securities laws.

       SECTION 9. LIMITATION ON PERIOD OF DISTRIBUTION

If any Participant (and his or her Spouse, as applicable) who is entitled to
receive a distribution from his or her Prior Plan Contributions subaccount as an
annuity pursuant to Section 6(b)(iv) of Article XI and in fact receives his or
her distribution from such subaccount in such annuity form, such Participant
will be deemed to have elected not to receive the amount in his or her ESOP
Account in substantially equal periodic payments (not less frequently than
annually) over a period not longer than the greater of (i) five years, or (ii)
if the balance of the Participant's ESOP Account is greater than $500,000 (as
adjusted periodically by the Internal Revenue Service), five years plus 1 year
for each $100,000 (as adjusted periodically by the Internal Revenue Service) or
fraction thereof by which such balance is greater than $500,000 (but in no event
in excess ten years in the aggregate).



                                       72



                                      * * *

         IN WITNESS WHEREOF, the Company has caused this Amended and Restated
Plan to be executed by their duly authorized officers and their corporate seals
to be hereunto affixed the day and date written below.

Attest:                                 COOPER TIRE & RUBBER COMPANY


/s/ Richard N. Jacobson                 By /s/ Stephen O. Schroeder
- ---------------------------------          ---------------------------
Richard N. Jacobson                     Stephen O. Schroeder
Assistant Secretary                     Treasurer


12/28/01                                By /s/ Charles F. Nagy
- ---------------------------------          ---------------------------
Date                                    Charles F. Nagy
                                        Assistant Treasurer


                                       73



                                   APPENDIX A

       SECTION 1. DISTRIBUTION OPTIONS PRIOR TO MARCH 1, 2002

Until March 1, 2002, a distribution pursuant to Section 6(b) of Article XI, may
be made, as provided in Section 6(b)(ii) of Article XI, as follows:

         (a)      COOPER TIRE & RUBBER COMPANY THRIFT AND PROFIT SHARING PLAN.
                  For persons who were Participants in the Plan on December 31,
                  2001, a distribution may be made in two (2) installment
                  distributions, with the first installment to be at least fifty
                  percent (50%) of the Participant's Account balance (as
                  determined in Sections 3, 4 or 5 of Article XI) and to begin
                  within ninety (90) days from the date the Participant
                  terminated participation in this Plan, and the second and
                  final installment to include the remainder of the Account
                  balance and to be received within twenty-four (24) months
                  after the date the Participant terminated participation in
                  this Plan.

         (b)      THE STANDARD PRODUCTS COMPANY INDIVIDUAL RETIREMENT AND
                  INVESTMENT TRUST PLAN.

                  (i)      For Participants with a Prior Plan Contributions
                           subaccount that includes amounts attributable to The
                           Standard Products Company Individual Retirement and
                           Investment Trust Plan, a distribution of such amount
                           in the Prior Plan Contributions subaccount may be
                           made in equal, or nearly equal, quarterly
                           installments over a fixed period which shall not
                           exceed the joint life expectancy of the Participant
                           and his spouse. The life expectancy of a Participant
                           and his spouse shall be determined in accordance with
                           a standard mortality table in general use. All
                           installment contributions shall be made on a pro-rata
                           basis from the total amount in the Participant's
                           Prior Plan Contribution subaccount attributable to
                           The Standard Products Company Individual Retirement
                           and Investment Trust Plan as held in the various
                           Investment Options. Such installments shall be paid
                           beginning with the first calendar quarter immediately
                           following the Participant's termination of employment
                           with appropriate adjustments at the end of each
                           calendar quarter for the income and changing values
                           of the distribution amount, provided, however, that
                           if a Participant should elect early retirement under
                           the provisions of a retirement plan of the Company in
                           which he is a participant, the Participant may
                           request that the Committee defer the commencement of
                           his benefits until not later than the first day of
                           the calendar quarter following his normal retirement
                           date as determined in the Company's retirement plan
                           (which in no event may be later than the
                           Participant's sixty-fifth (65th) birthday). Such a
                           request must be filed in writing with the Committee
                           at least thirty (30) days prior to the Participant's
                           early retirement date or at such other time as may be
                           acceptable to the Committee.


                                       74


                           If a Participant dies prior to the distribution to
                           him or her of all amounts to be distributed under
                           this clause (i), the undistributed portion shall be
                           paid to the Participant's Designated Beneficiary in
                           accordance with clause (ii) below. Notwithstanding
                           the foregoing, the undistributed portion shall be
                           distributed at least as rapidly as the method of
                           distribution being used as of the date of the
                           Participant's death.

                  (ii)     If a Participant described in clause (i) is entitled
                           to a distribution under Section 6(b) of Article XI by
                           reason of his or her death, the total amount in the
                           Participant's Prior Plan Contribution subaccount
                           attributable to The Standard Products Company
                           Individual Retirement and Investment Trust Plan may
                           distributed in equal or nearly equal quarterly
                           installments over a fixed period not exceeding:

                           (A)      if the Designated Beneficiary is the
                                    deceased Participant's surviving spouse, the
                                    Designated Beneficiary's remaining life
                                    expectancy at the time installment payments
                                    begin,

                           (B)      if the Designated Beneficiary is other than
                                    the deceased Participant's surviving spouse,
                                    five (5) years from the Participant's death,
                                    or

                           (C)      such shorter fixed period as the Designated
                                    Beneficiary may request. Distributions under
                                    this clause (ii) shall not commence later
                                    than sixty (60) days after the end of the
                                    Plan Year in which a Participant's death
                                    occurs.

         (c)      THE STANDARD PRODUCTS COMPANY MONEY PURCHASE PENSION PLAN AND
                  TRUST FOR HOURLY EMPLOYEES.

                  (i)      For Participants with a Prior Plan Contributions
                           subaccount that includes amounts attributable to The
                           Standard Products Company Money Purchase Pension Plan
                           and Trust for Hourly Employees, a distribution of
                           such amount in the Prior Plan Contributions
                           subaccount may be made, subject to the automatic
                           forms of benefit distributions described in Section
                           6(b)(iv) of Article XI, in equal monthly, quarterly,
                           semiannual or annual installment payments over a
                           specified period. Except as required in Section
                           6(b)(iv) of Article XI, in no event shall benefits be
                           distributed in the form of an annuity requiring the
                           survival of the Participant or his or her Designated
                           Beneficiary as a condition of payment.

                  (ii)     The payment of benefits in an installments, pursuant
                           to this Subsection (c), to a Participant or
                           Designated Beneficiary shall be made or shall
                           commence, as the case may be, within a reasonable
                           period of time following the Participant's
                           termination of employment or, in the case of a
                           distribution to a Designated Beneficiary, within one
                           year following the Participant's death. The
                           Participant (or his Designated Beneficiary) may


                                       75


                           elect to postpone the distribution or the
                           commencement of a distribution described in clause
                           (i) until not later than the latest date permitted
                           under the following provisions of this clause (ii).
                           Unless a Participant elects to defer benefit payments
                           in accordance with the provisions of this clause
                           (ii), under no circumstances shall any method of
                           distribution provide for the commencement of benefit
                           payments more than sixty (60) days subsequent to the
                           last day of the Plan Year in which occurs the later
                           of the Participant's 65th birthday or his actual
                           termination of employment; provided, however, that if
                           the amount of the payment required to commence by
                           such date cannot be ascertained by such date, or if
                           it is not possible to make such payment by such date
                           because the Committee has been unable to locate the
                           Participant after making reasonable efforts to do so,
                           a payment retroactive to such date may be made no
                           later than sixty (60) days after the earliest date on
                           which the amount of such payment can be ascertained
                           under the Plan or the date on which the Participant
                           is located, whichever is applicable. Any Participant
                           and any Designated Beneficiary who is the surviving
                           spouse of a deceased Participant entitled to benefits
                           hereunder may elect to have the payment, or
                           commencement of payment, of such benefits deferred,
                           but in no event shall any such benefit payment begin
                           later than April 1 of the calendar year following the
                           calendar year in which such Participant or
                           Beneficiary attained age 70 1/2. Such deferral can be
                           made by submitting to the Committee a signed written
                           statement describing the benefit and the date on
                           which such payment is to be made or commence. The
                           failure of any Participant or Designated Beneficiary
                           to request such a deferral while any benefit is
                           immediately distributable shall be deemed as an
                           election to defer commencement of the payment of any
                           benefit payment under this Plan.

                           Notwithstanding anything under this Subsection (c) to
                           the contrary, no method of distribution, and no
                           deferral, shall provide for a so-called "Interest
                           Option" or extend payments over, or permit a payment
                           to be made after the end of, a period of time which
                           exceeds whichever of the following is applicable:

                           (A)      In the case of benefits distributable to a
                                    Participant whose Designated Beneficiary is
                                    his spouse, a specified period not longer
                                    than the joint and last survivor expectancy
                                    of the Participant and his spouse at the
                                    time benefit payments to the Participant
                                    commence; or

                           (B)      In the case of benefits distributable to a
                                    Participant whose Designated Beneficiary is
                                    other than his spouse, a specified period
                                    equal to the life expectancy of the
                                    Participant and Designated Beneficiary at
                                    the time benefit payments to the Participant
                                    commence; or


                                       76


                           (C)      In the case of benefits distributable to the
                                    Designated Beneficiary of a Participant who
                                    died before payments to him commenced, a
                                    specified period not longer than the life
                                    expectancy of the Beneficiary at the time
                                    benefit payments commence,

                           all in accordance with and subject to the
                           requirements of Proposed Treasury Regulations
                           Sections 1.401(a)(9)-1 and 1.401(a)(9)-2, and any
                           subsequently issued Regulations under Code Section
                           401(a)(9); provided, however, that the foregoing
                           shall not preclude distributions under a designation
                           (before January 1, 1984) by any employee in
                           accordance with the designation described in Section
                           242(b)(2) of the Tax Equity and Fiscal Responsibility
                           Act of 1982 (as in effect before the amendments made
                           by the Deficit Reduction Act of 1984). If
                           distribution is made in installments, the amount of
                           each installment shall be not less than the quotient
                           obtained by dividing the undistributed benefits by
                           the number of remaining installments. Moreover,
                           notwithstanding the proceeding provisions of this
                           Subsection (c), if a Participant dies before his
                           entire interest in the Plan has been paid to him,
                           then the remaining portion of such interest shall be
                           distributed at least as rapidly as the method of
                           distribution being used under sub-clauses (A) and (B)
                           as of the date of his death.

         (d)      PROFIT-SHARING PLAN OF OLIVER RUBBER GROUP.

                  (i)      For Participants with a Prior Plan Contributions
                           subaccount that includes amounts attributable to the
                           Profit-Sharing Plan of Oliver Rubber Group, a
                           distribution of such amount in the Prior Plan
                           Contributions subaccount may be made in equal
                           monthly, quarterly, semiannual or annual installment
                           payments over a specified period, as determined by
                           the Committee, after consultation with the
                           Participant; provided, however, that the distribution
                           to any Beneficiary who is not a natural person shall
                           be made in a single lump sum payment. In no event
                           shall benefits be distributed in the form of an
                           annuity requiring the survival of the Participant or
                           his or her Designated Beneficiary as a condition of
                           payment; however, benefits may be distributed in the
                           form of an annuity under a Group Annuity Contract,
                           providing for a monthly guaranteed income for a
                           period certain, issued to the Trustee by a legal
                           reserve life insurance company authorized to do
                           business in the State of California.

                  (ii)     The distribution provided for under this Subsection
                           (d) shall be made or shall commence, as the case may
                           be, within a reasonable period of time following the
                           Participant's termination of employment or, in the
                           case of a distribution to a Designated Beneficiary,
                           within one year following the Participant's death.
                           The Participant (or his or her Designated
                           Beneficiary) may elect to postpone the distribution
                           or the commencement of the distribution under this
                           Subsection (d) until not later than the latest date
                           permitted under the following provisions of this
                           clause (ii). Unless a


                                       77


                           Participant elects to defer benefit payments in
                           accordance with the provisions of this clause (ii),
                           under no circumstances shall the distribution
                           provided for under clause (i) more than sixty (60)
                           days subsequent to the last day of the Plan Year in
                           which occurs the later of the Participant's 65th
                           birthday or his actual termination of employment;
                           provided, however, that if the amount of the payment
                           required to commence by such date cannot be
                           ascertained by such date, or if it is not possible to
                           make such payment by such date because the Committee
                           has been unable to locate the Participant after
                           taking reasonable efforts to do so, a payment
                           retroactive to such date may be made no later than
                           sixty (60) days after the earliest date on which the
                           amount of such payment can be ascertained under the
                           Plan or the date on which the Participant is located,
                           whichever is applicable. Any Participant and any
                           Designated Beneficiary who is the surviving spouse of
                           a deceased Participant entitled to benefits hereunder
                           may elect to have the payment, or commencement of
                           payment, of such benefits deferred, but, in no event
                           shall any such benefit payment begin later than April
                           1 of the calendar year following the calendar year in
                           which such Member or Beneficiary attained age 70 1/2.
                           Such deferral can be made by submitting to the
                           Committee a signed written statement describing the
                           benefit and the date on which such payment is to be
                           made or commence. The failure of any Member or
                           Beneficiary to request such a deferral while any
                           benefit is immediately distributable shall be deemed
                           as an election to defer commencement of the payment
                           of any benefit payment under this Plan.

                           Notwithstanding anything herein to the contrary, no
                           method of distribution, and no deferral, shall
                           provide for a so-called "Interest Option" or extend
                           payments over, or permit a payment to be made after
                           the end of, a period of time which exceeds whichever
                           of the following is applicable:

                           (A)      In the case of benefits distributable to a
                                    Participant whose Designated Beneficiary is
                                    his spouse, a specified period not longer
                                    than the joint and last survivor expectancy
                                    of the Participant and his spouse at the
                                    time benefit payments to the Participant
                                    commence; or

                           (B)      In the case of benefits distributable to a
                                    Participant whose Designated Beneficiary is
                                    other than his spouse, a specified period
                                    equal to the life expectancy of the
                                    Participant a the time benefit payments to
                                    the Participant commence; or

                           (C)      In the case of benefits distributable to the
                                    Designated Beneficiary of a Participant who
                                    died before payments to him commenced, a
                                    specified period not longer than the life
                                    expectancy of the Designated Beneficiary at
                                    the time benefit payments commence,


                                       78


                           all in accordance with and subject to the
                           requirements of Proposed Treasury Regulations Section
                           1.401(a)(9)-1 and 1.40(a)(9)-2, and any subsequently
                           issued Regulations under Code Section 401(a)(9);
                           provided, however, that the foregoing shall not
                           preclude distributions under a designation (before
                           January 1, 1984) by any Employee in accordance with
                           the designation described in section 242(b)(2) of the
                           Tax Equity and Fiscal Responsibility Act of 1982 (as
                           in effect before the amendments made by the Deficit
                           Reduction Act of 1984). If distribution is made in
                           installments, the amount of each installment shall be
                           not less than the quotient obtained by dividing the
                           undistributed benefits by the number of remaining
                           installments. Moreover, notwithstanding the
                           proceeding Subsection (d), if a Member dies before
                           his entire interest in the Plan has been paid to him,
                           then the remaining portion of such interest shall be
                           distributed at least as rapidly as the method of
                           distribution being used under subclauses (A) and (B)
                           as of the date of his death.

         (e)      SIEBE AUTOMOTIVE EMPLOYEES' PROFIT SHARING PLAN.

                  (i)      For Participants with a Prior Plan Contributions
                           subaccount that includes amounts attributable to the
                           Siebe Automotive Employees' Profit Sharing Plan, a
                           distribution of such amount in the Prior Plan
                           Contributions subaccount

                           (A)      shall, unless elected otherwise by the
                                    Participant (and his or her Spouse) in
                                    accordance with applicable law, be made in
                                    the form of an immediate annuity for the
                                    life of the Participant with 50% Joint and
                                    Survivor Annuity (as defined in Section 6(b)
                                    of Article XI of the Plan) if the
                                    Participant is married on the Annuity
                                    Starting Date (as defined in Section 6(b) of
                                    Article XI of the Plan) or an immediate
                                    single life annuity if the Participant is
                                    not married on the Annuity starting Date;

                           (B)      subject to the automatic forms of benefit
                                    distributions described in sub-clause (A),
                                    may be made in the form of a 75%, 66-2/3%,
                                    or 100% Joint and Survivor Annuity (as
                                    defined in Section 6(b) of Article XI of the
                                    Plan) if the Participant is married on the
                                    Annuity Starting Date (as defined in Section
                                    6(b) of Article XI of the Plan); or

                           (C)      may be made in equal, or nearly equal,
                                    installments over a fixed period which shall
                                    not exceed the life expectancy of the
                                    Participant (or joint life expectancy of the
                                    Participant and his or her spouse). The life
                                    expectancy of a Participant and his spouse
                                    shall be determined in accordance with a
                                    standard mortality table in general use.



                                       79


                  (ii)     Unless the Participant elects otherwise, a
                           distribution under this Subsection (e) shall not
                           commence later than the 60 days after the close of
                           the Plan Year in which the latest of the following
                           events occurs:

                           (A)      the date on which the Participant reaches
                                    age 65;

                           (B)      the date which is 10 years after the
                                    Participant first became a Participant; or

                           (C)      the date the Participant terminated his or
                                    her employment.















                                       80






                             AMENDMENT NO. 1 TO THE
                          COOPER TIRE & RUBBER COMPANY
                        SPECTRUM INVESTMENT SAVINGS PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2002)

                  Cooper Tire & Rubber Company hereby adopts this Amendment No.
1 to the Cooper Tire & Rubber Company Spectrum Investment Savings Plan (as
amended and restated effective January 1, 2002) (the "Plan"), effective on the
date executed hereof.

                                    SECTION 1

                  The first sentence of Section 2(k) of Article VII of the Plan
is hereby amended in its entirety to read as follows:

                  "A loan shall be deemed to be in default upon a Participant's
                  termination of employment for any reason if the loan is not
                  repaid in full within [60 DAYS] following the date of the
                  Participant's termination of employment."

                                    SECTION 2

                  Section 2(l) of Article VII of the Plan is hereby amended in
its entirety to read as follows:

                  "(l)     In the event a Participant defaults on a loan for a
                           reason other than termination of employment, such
                           participant shall be provided a cure period to
                           correct such default. Such cure period shall begin as
                           of the date of default and shall end on the last day
                           of the calendar quarter following the calendar
                           quarter of the date of default. In the event such
                           default is not cured within the foregoing cure
                           period, the Plan Administrator shall report the
                           amount of unpaid principal and interest as a "deemed
                           distribution" as described in Internal Revenue Code
                           Section 72(p) and Regulations promulgated thereunder,
                           and shall deduct the unpaid loan amount from the
                           Participant's Loan Account."

                                    SECTION 3

                  The last sentence of Section 2(o) of Article VII of the Plan
is hereby amended in its entirety to read as follows:

                  "All expenses related to the administration of the participant
                  loan program (including origination and maintenance fees)
                  shall be borne by those Participants with outstanding loan
                  balances."



                                       81




                  EXECUTED this 8th day of August 2002.

                                COOPER TIRE & RUBBER COMPANY




                                By /s/ Stephen O. Schroeder
                                   -------------------------------
                                Stephen O. Schroeder
                                Treasurer

                                By /s/ Charles F. Nagy
                                   -------------------------------
                                Charles F. Nagy
                                Assistant Treasurer


                                       82


                             AMENDMENT NO. 2 TO THE
                          COOPER TIRE & RUBBER COMPANY
                        SPECTRUM INVESTMENT SAVINGS PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002)

                  The Cooper Tire & Rubber Company (the "Company") hereby adopts
this Amendment No. 2 to the Cooper Tire & Rubber Company Spectrum Investment
Savings Plan (As Amended and Restated Effective as of January 1, 2002) (the
"Plan"). The provisions of this Amendment shall be effective as of January 1,
2002, unless otherwise indicated. Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.

                  One of the purposes of this Amendment is to reflect the
adoption of various provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to
satisfy the "good faith" compliance requirements of EGTRRA and to be construed
in accordance with EGTRRA and guidance issued thereunder.

                                    SECTION 1

                  Section (38) of Article I of the Plan is hereby amended in its
entirety to read as follows:

                  "(35) 'Pre-Tax Dollar Qualifier Contributions (PDQ)' - the
                  contributions provided for under Sections 1(a) and 11 of
                  Article III. Pre-Tax Dollar Qualifier Contributions are also
                  sometimes referred to as a 'Company Salary Reduction
                  Contribution'."

                                    SECTION 2

                  Section (45) of Article I of the Plan is hereby amended in its
entirety to read as follows:

                  "'Total and Permanent Disability' - a condition determined by
                  the Social Security Administration to entitle the Participant
                  to disability benefits under the Social Security Act, provided
                  that the Participant is receiving such benefits under the
                  Social Security Act."

                                    SECTION 3

                  Section 1(a) of Article III of the Plan is hereby amended by
inserting the following sentence immediately after the first sentence thereof:

                  "The foregoing limits shall not apply to the Catch-Up Pre-Tax
                  Dollar Qualifier Contributions of Section 11 of Article III."



                                       83


                                    SECTION 4

                  Section 2(b)(ii) of Article III of the Plan is hereby amended
in its entirety to read as follows:

                  "(ii) The Average Contribution Percentage for Participants who
                  are Highly Compensated Employees for the Plan Year shall not
                  exceed the Average Contribution Percentage for Participants
                  who are Non-highly Compensated Employees for the Plan Year
                  multiplied by two (2)."

                                    SECTION 5

                  Section 2(c)(ii) of Article III of the Plan is hereby amended
in its entirety to read as follows:

                  "(ii) The Actual Deferral Percentage for Participants who are
                  Highly Compensated Employees for the Plan Year shall not
                  exceed the Actual Deferral Percentage for Participants who are
                  Non-highly Compensated Employees for the Plan Year multiplied
                  by two (2)."

                                    SECTION 6

                  Article III of the Plan is hereby amended by adding the
following new Section 11 to the end thereof:

                  "SECTION 11 CATCH-UP PRE-TAX DOLLAR QUALIFIER CONTRIBUTIONS

                           Effective January 1, 2003, all Participants who have
                  elected to make Pre-Tax Dollar Qualifier Contributions to this
                  Plan and who have attained age 50 before the end of a
                  particular Plan Year shall be eligible to make catch-up
                  contributions (the "Catch-Up Pre-Tax Dollar Qualifier
                  Contributions") in accordance with, and subject to the
                  limitations of, section 414(v) of the Code; provided, however,
                  that Catch-Up Pre-Tax Dollar Qualifier Contributions shall not
                  be eligible for Company Contributions under Section 1 of
                  Article IV of the Plan, and provided further that Catch-Up
                  Pre-Tax Dollar Qualifier Contributions shall not be taken into
                  account for purposes of the provisions of the Plan
                  implementing the required limitations of Sections 401(a)(30)
                  and 415(c) of the Code (I.E., Section 1(a) of Article III and
                  Section 1(a) of Article XII of the Plan, respectively). In
                  addition, notwithstanding any provision of the Plan to the
                  contrary, the Plan shall not be treated as failing to satisfy
                  the requirements of Sections 401(k)(3), 401(k)(11), 410(b), or
                  416 of the Code, as applicable, by reason of the making any
                  such Catch-Up Pre-Tax Dollar Qualifier Contributions."


                                       84


                                    SECTION 7

                  Section 1 of Article IV of the Plan is hereby amended by
inserting the following new paragraph at the end thereof:

                  "In addition, no Company Contributions shall be made with
                  respect to any Catch-Up Pre-Tax Dollar Qualifier
                  Contributions."

                                    SECTION 8

                  Section 5(a)(i) of Article IX of the Plan is hereby amended in
its entirety to read as follows:

                  "the Participant's retirement, death, Total and Permanent
                  Disability, or severance from employment;"

                                    SECTION 9

                  Section 5(a) of Article IX of the Plan is hereby amended by
(a) deleting subsections (iv) and (v) and (b) renumbering subsection (vi) as
subsection (iv).

                                   SECTION 10

                  Section 5(b)(ii) of Article IX of the Plan is hereby amended
by (a) deleting subsection (C), (b) deleting the phrase "at least 12 months" and
substituting the phrase "6 months" in subsection (D) where it occurs therein,
and (c) renumbering subsection (D) as subsection (C).

                                   SECTION 11

                  Section 1 of Article XI of the Plan is hereby amended by
deleting subsections (c) and (d), and by deleting the phrase ", or" at the end
of subsection (b) and substituting a period therefor.

                                   SECTION 12

                  Section 6(f)(i)(A) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

                  "(A) 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 any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code, any distribution that is one of
                  a series of substantially equal periodic payments (paid not
                  less frequently than annually) over the life (or life
                  expectancy) of the distributee or the joint lives (or life
                  expectancies) of the distributee and a


                                       85


                  designated beneficiary or for a specified period of ten years
                  or more, the portion of any distribution that is not
                  includible in gross income (determined without regard to the
                  exclusion from gross income for net unrealized appreciation
                  under Section 402(e)(4) of the Code), such other amounts
                  specified in Treasury regulations and rulings, notices or
                  announcements issued under Section 402(c) of the Code, and any
                  distribution which is made upon hardship of the distributee.
                  Notwithstanding the foregoing, a portion of a distribution
                  shall not fail to be an Eligible Rollover Distribution merely
                  because the portion consists of after-tax employee
                  contributions which are not includible in gross income.
                  However, such portion may be transferred only to an individual
                  retirement account or annuity described in Section 408(a) or
                  (b) of the Code, or to a qualified defined contribution plan
                  described in Sections 401(a) or 403(a) of the Code that agrees
                  to separately account for amounts so transferred, including
                  separately accounting for the portion of such distribution
                  which is includible in gross income and the portion of such
                  distribution which is not so includible."

                                   SECTION 13

                  Section 6(f)(i)(B) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

                  "(ii) 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, a qualified trust described in
                  Section 401(a) of the Code, an annuity contract described in
                  Section 403(b) of the Code, or an eligible plan under Section
                  457(b) of the Code which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state or political subdivision of a state that accepts the
                  Distributee's Eligible Rollover Distribution."

                                   SECTION 14

                  Section 1(a) of Article XII of the Plan are hereby amended in
its entirety to read as follows:

                  "(a) MAXIMUM ANNUAL ADDITION: Except to the extent permitted
                  under Section 11 of Article III of the Plan and Code Section
                  414(v), the maximum annual addition (as defined in Subsection
                  (c) of this Section) to a Participant's Account (and to any
                  Account for him/her under any other defined contribution plan,
                  whether or not terminated, maintained by any Controlled Group
                  Member) shall in no event exceed the lesser of (1) $40,000 (as
                  adjusted pursuant to Section 415(d) of the Code), or (2) 100%
                  of the Participant's Compensation (as defined in Subsection
                  (b) below) for the Plan Year. The Compensation limit referred
                  to in (2) shall not apply to any contribution for medical
                  benefits after separation from


                                       86


                  service (within the meaning of Section 401(h) or Section
                  419A(f)(2) of the Code) which is otherwise treated as an
                  annual addition."

                                   SECTION 15

                  Section 1(g) of Article XIII of the Plan is hereby amended in
its entirety to read as follows:

                  "(g) Key Employee: An Employee or former Employee who at any
                  time during the Plan Year was an officer of the Employer
                  having annual Compensation greater than $130,000 (as adjusted
                  under Section 416(i)(1) of the Code for Plan Years beginning
                  after December 31, 2002), a 5% owner of the Employer, or a 1%
                  owner of the Employer having annual Compensation of more than
                  $150,000. The term "Key Employee" shall also include such
                  Employee's Beneficiary in the event of Employee's death."

                                   SECTION 16

                  Section 1(k) of Article XIII of the Plan is hereby amended in
its entirety to read as follows:

                  (k) Top-Heavy Account Balance: A Participant's (including a
                  Participant who has received a total distribution from this
                  Plan) or a Beneficiary's aggregate balance standing to his/her
                  Account as of the valuation date coinciding or immediately
                  preceding the Determination Date as adjusted by the amount of
                  any Company Contributions or ESOP Contributions made or due to
                  be made after such valuation date but before the expiration of
                  the extended payment period in Section 412(c)(10) of the Code,
                  provided, however, that (i) such balance shall include the
                  aggregate distributions made during the one (1)-year period
                  ending on the Determination Date (including distributions
                  under a terminated Plan which if it had not been terminated
                  would have been included in a Required Aggregation Group),
                  provided that if such aggregate distributions were made for a
                  reason other than separation from service, death or
                  disability, this clause (i) of Section 1(k) of Article XIII
                  shall be applied by substituting "five (5)-year period" for
                  "one (1)-year period" and (ii) if an Employee or former
                  Employee has not performed any service for any Company
                  maintaining the Plan at any time during the one (1) year
                  period ending on the Determination Date, his/her Account
                  (and/or the Account of his/her Beneficiary) shall not be taken
                  into account."

                                   SECTION 17

                  Section 5 of Article XIII of the Plan is hereby amended by
inserting the following new subsection (e) at the end thereof:

                  "(e) Company Contributions shall be taken into account for
                  purposes of satisfying the minimum contribution requirements
                  of Section 416(c)(2) of the


                                       87


                  Code and the Plan. The preceding sentence shall apply with
                  respect to Company Contributions under the Plan or, if the
                  Plan provides that the minimum contribution requirement shall
                  be met in another plan, such other plan. Company Contributions
                  that are used to satisfy the minimum contribution requirements
                  shall be treated as Company Contributions for purposes of the
                  actual contribution percentage test and other requirements of
                  Section 401(m) of the Code."

                                   SECTION 18

                  Subsections (i), (ii) and (iii) of Section 3(g) of Article XIV
of the Plan are hereby amended to read as follows:

                           "(i) Unless such claim is allowed in full by the
                           Committee, the Committee shall (within 90 days after
                           such claim was filed, plus an additional period of 90
                           days if required for processing and if notice of the
                           90-day extension of time indicating the specific
                           circumstances requiring the extension and the date by
                           which a decision shall be rendered is given to the
                           claimant within the first 90-day period) cause
                           written notice to be mailed to the claimant of the
                           total or partial denial of such claim.

                           (ii) Such notice shall be written in a manner
                           calculated to be understood by the claimant and shall
                           state

                           (A)      the specific reason(s) for the denial of the
                                    claim,

                           (B)      specific reference(s) to pertinent
                                    provisions of the Plan and/or Trust Fund on
                                    which the denial of the claim was based,

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

                           (D)      an explanation of the review procedure
                                    specified in Section 3(g)(iii) of this
                                    Article XIV.

                           (iii) Within 90 days after the denial of his or her
                           claim, the claimant may appeal such denial by filing
                           with the Plan Administrator his or her written
                           request for a review of the claim. Such request for
                           review must be signed by the claimant or his or her
                           authorized representative and shall be deemed filed
                           when delivered to the Plan Administrator or its
                           designee. If the claimant does not file a request for
                           review of his or her claim within such 90-day period,
                           the claimant shall be conclusively presumed to have
                           accepted as final and binding the initial decision of
                           the Plan Administrator on his or her claim. In
                           considering any appeal pursuant to this Section 3(g),
                           the Plan Administrator shall have the same powers to
                           interpret the


                                       88


                           Plan and make factual findings with respect thereto
                           as are granted to the Committee under Section 2
                           hereof.

                           If such an appeal is so filed within such 90-day
                           period then the Plan Administrator, or a named
                           fiduciary designated by the Administrator, shall
                           conduct a full and fair review of such claim. During
                           such full review, the claimant shall be provided with
                           the opportunity to submit written comments,
                           documents, records, and other information relating to
                           the claim for benefits, and with reasonable access to
                           and copies of, upon request and free of charge, all
                           documents, records, and other information relevant to
                           the claimant's claim for benefits. In addition, such
                           full and fair review shall take into account all
                           comments, documents, records, and other information
                           submitted by the claimant relating to the claim,
                           without regard to whether such information was
                           submitted or considered in the initial benefit
                           determination.

                           After the completion of such full review, the
                           reviewer shall mail or deliver to the claimant a
                           written decision on the matter based on the facts and
                           pertinent provisions of the Plan and/or Trust Fund
                           and/or applicable law. Such decision shall be mailed
                           or delivered to the claimant within a period of 60
                           days after the Administrator's receipt of the request
                           for review unless special circumstances require an
                           extension of time, in which case such decision shall
                           be rendered not later than 120 days after receipt of
                           such request. (If an extension of time for review is
                           required, written notice of the extension shall be
                           furnished to the claimant prior to the commencement
                           of the extension.) Such decision (A) shall be written
                           in a manner calculated to be understood by the
                           claimant, (B) shall state the specific reason(s) for
                           the decision, (C) shall make specific reference(s) to
                           pertinent provisions of the Plan and/or Trust Fund on
                           which the decision is based and (D) shall, to the
                           extent permitted by applicable law, be final and
                           binding on all interested persons. The notice of the
                           adverse determination shall also include a statement
                           that the claimant is entitled to receive, upon
                           request, and free of charge, reasonable access to,
                           and copies of, all documents, records, and other
                           information relevant to the claimant's claim for
                           benefits, and contain a statement describing any
                           voluntary appeal procedures offered by the Plan and
                           the claimant's right to obtain information about such
                           procedures and a statement of the claimant's right to
                           bring an action under Section 502(a) of ERISA."


                                       89


                  EXECUTED this 27th day of December 2002.

                                            THE COOPER TIRE & RUBBER COMPANY



                                            By /s/ Stephen O. Schroeder
                                               --------------------------------
                                            Stephen O. Schroeder
                                            Treasurer

                                            By /s/ Charles F. Nagy
                                               --------------------------------
                                            Charles F. Nagy
                                            Assistant Treasurer



                                       90

EX-99.C

                                                                   Exhibit (99c)













                          COOPER TIRE & RUBBER COMPANY

                              PRE-TAX SAVINGS PLAN

                                    (Findlay)

             As Amended and Restated Effective as of January 1, 2001
                        or as otherwise provided in Plan





                                TABLE OF CONTENTS



                                                                                                             PAGE
                                                                                                             
I        Definitions.............................................................................................2

II       Eligibility And Participation..........................................................................11

III      Participants' Contributions............................................................................13

IV       Company Contributions..................................................................................16

V        Investment Of Contributions............................................................................20

VI       Vesting Of Contributions...............................................................................23

VII      Suspension Of Participation............................................................................24

VIII     Application Of Company Contributions Forfeited.........................................................25

IX       Withdrawal Of Contributions............................................................................26

X        Designation Of Beneficiary.............................................................................28

XI       Distribution Of Contributions..........................................................................29

XII      Maximum Contribution Limitation........................................................................36

XIII     Reserved...............................................................................................41

XIV      Administration Of The Plan.............................................................................42

XV       Securities Transactions By Trustee.....................................................................52

XVI      Assignability..........................................................................................54

XVII     Amendment, Modification, Suspension Or Termination Of The Plan.........................................55

XVIII    ESOP Feature...........................................................................................56




                                       -i-







                                    AGREEMENT

THIS AGREEMENT is made and entered into this 6th day of November, 2000, by and
between Cooper Tire & Rubber Company hereinafter referred to as the "Company"
for its plant located in Findlay, Ohio and the United Steelworkers of America,
and Local 207L thereof executing this Agreement; the International Union and the
Local Union collectively being hereinafter referred to as the "Union."

Effective January 1, 2002, an ESOP will be established under the Plan described
in this Agreement. The ESOP feature is described in Article XVIII of the Plan
and in other relevant Plan sections. The provisions of the Plan relating to the
ESOP feature shall not be effective until January 1, 2002.


                                       1


                                    ARTICLE I
                                   DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the
following meanings unless a different meaning is clearly required by the
context:

(1)      "Account" of a Participant or "Participant's Account" - the then total
         current market value of the account in the Participant's name as
         determined by the Trustee representing the entire interest of a
         Participant in the Plan. Effective January 1, 2002, each account shall
         consist of the Non-ESOP Account and ESOP Account. Prior to January 1,
         2002, each account shall consist of a Pre-Tax Savings Plan Contribution
         subaccount which will reflect the amount of Pre-Tax Savings Plan
         Contributions attributable to a Participant and allocated earnings
         attributable thereto, a Transfer Contributions subaccount which will
         reflect the amount of Transfer Contributions attributable to a
         Participant and allocated earnings attributable thereto and a Company
         Contribution subaccount which will reflect the amount of Company
         Contributions made pursuant to Article IV herein and allocated earnings
         attributable thereto.

(2)      "Active Participation" - the making of Participant contributions to the
         Plan and the right to share in the allocation of Company Contributions
         and ESOP Contributions, if any.

(3)      "Actual Deferral Percentage" - for each Plan Year, the ratios
         (expressed as a percentage and calculated separately for each Eligible
         Employee in a specified group) of

         (a)      the total amount of Company Wage Reduction Contributions to

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

         Effective until January 1, 1997, for purposes of determining the Actual
         Deferral Percentage for any Eligible Employee who is a Highly
         Compensated Employee for the Plan Year, any Compensation paid to a
         Family Member or any contribution made by the Company on such Family
         Member's behalf under Section 1 of Article III shall be treated as paid
         to or contributed on behalf of the Highly Compensated Employee. Such
         Family Member shall be disregarded in determining the Actual Deferral
         Percentage for Non-Highly Compensated Employees.

         In addition, the Actual Deferral Percentage for any Highly Compensated
         Employee for the Plan Year and who is a participant under two or more
         plans described in Section 401(k) of the Code which are maintained by
         the Company, shall be the sum of the Actual Deferral Percentages under
         each of such plans.

(4)      "Adjusted Employment Date" - the date arrived at when the Employee's
         prior Continuous Credited Service is subtracted, according to Section 2
         of Article II, from the date on which the Employee first renders
         service entitling him/her to credit for an Hour of Service subsequent
         to a prior period of Continuous Credited Service.

(5)      "Affiliated Group" - means the Company and any and all other
         corporations, trades and/or businesses, the employees of which together
         with Employees of the Company are


                                       2


         required, by the first sentence of Subsection (b) or Subsection (c) of
         section 414 of the Code to be treated as if they were employed by a
         single employer. Each corporation or unincorporated trade or business
         that is or was a member of the Affiliated Group shall be referred to
         herein as an "Affiliated Group Member" or an "Affiliated Company" but
         only during such period as it is or was such a member.

(6)      "Code" - the Internal Revenue Code of 1986, as amended to date, and as
         it may hereafter be amended, or any successor statute of similar
         purpose.

(7)      "Committee" - the Defined Contribution Plan Committee established
         herein.

(8)      "Common Stock" - common stock of Cooper Tire & Rubber Company, which is
         intended to be 'employer securities' within the meaning of Section
         409(l) of the Code, and 'qualifying employer securities' within the
         meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to
         acquire and hold Common Stock, and shall be an eligible individual
         account plan, as that term is defined in Section 407(d)(3)(A) of ERISA.

(9)      "Company" - Cooper Tire & Rubber Company and any of its subsidiary
         corporations which adopt this Plan.

(10)     "Company Contributions" - contributions made by the Company pursuant to
         Article IV of the Plan, other than Company Wage Reduction
         Contributions.

(11)     "Company Wage Reduction Contributions" - amounts transferred to the
         Plan by the Company pursuant to wage reduction arrangements between the
         Company and Participants, also sometimes referred to herein as Pre-tax
         Savings Plan Contributions.

(12)     "Compensation" - includes all payments of wages, bonus, Company Wage
         Reduction Contributions to this Plan and any taxable payments paid to
         the Participant in a calendar year, except that there shall be excluded
         from Compensation: supplemental unemployment benefits, supplemental
         worker's compensation, accident and sickness benefits, and other
         amounts which either are excludable or deductible from income in whole
         or in part for federal income tax purposes or which represent payments
         pursuant to a program of benefits or deferred compensation (other than
         Company Wage Reduction Contributions), whether or not qualified under
         the Code.

         Notwithstanding the above, the maximum amount of compensation taken
         into account each year for all computations shall not exceed the amount
         prescribed pursuant to Section 401(a)(17) of the Code, as amended, or
         such amount as the Secretary of the Treasury shall prescribe from time
         to time. Effective until January 1, 1997, in determining the
         compensation of a Participant for purposes of the limitation, the rules
         of section 414(q)(6) of the Code shall apply, except in applying such
         rules, the term family shall include only the spouse of the Participant
         and any lineal descendants of the Participant who have not attained age
         19 before the close of the year. If, as a result of the application of
         the rules described in the preceding sentence the limitation of Section
         401(a)(17) of the Code is exceeded, then the limitation shall be
         prorated among the affected individual's Compensation as determined
         under this section prior to the application of this limitation.


                                       3


         In addition to other applicable limitations set forth in the plan, and
         notwithstanding any other provision of the plan to the contrary, for
         plan years beginning on or after January 1, 1994, the annual
         compensation of each employee taken into account under the plan shall
         not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93)
         annual compensation limit. The OBRA '93 annual compensation limit is
         $150,000, as adjusted by the Commissioner for increases in the cost of
         living in accordance with section 401(a)(17)(B) of the Internal Revenue
         Code. The cost-of-living adjustment in effect for a calendar year
         applies to any period, not exceeding 12 months, over which compensation
         is determined (determination period) beginning in such calendar year.
         If a determination period consists of fewer than 12 months, the OBRA
         '93 annual compensation limit will be multiplied by a fraction, the
         numerator of which is the number of months in the determination period,
         and the denominator of which is 12.

         For plan years beginning on or after January 1, 1994, any reference in
         this plan to the limitation under section 401(a)(17) of the Code shall
         mean the OBRA '93 annual compensation limit set forth in this
         provision.

         If compensation for any prior determination period is taken into
         account in determining an employee's benefits accruing in the current
         plan year, the compensation for that prior determination period is
         subject to the OBRA '93 annual compensation limit in effect for that
         prior determination period. For this purpose, for determination periods
         beginning before the first day of the first plan year beginning on or
         after January 1, 1994, the OBRA '93 annual compensation limit is
         $150,000.

(13)     "Continuous Credited Service" - the number of years aggregated under
         the provisions of Article II, Section 2, except that Continuous
         Credited Service prior to January 1, 1976, shall be calculated from the
         most recent Employment Date.

(14)     "Current Earnings" - net income before federal income taxes of the
         Company for its current fiscal year and before deducting any Company
         Contributions or ESOP Contributions to this Plan for such fiscal year
         determined on the basis of generally accepted accounting principles.

(15)     "Designated Beneficiary" - the beneficiary chosen by the Participant,
         in accordance with the provisions of Article VIII herein, to receive,
         upon the Participant's death, any benefit payable under this Plan by
         reason of the Participant's death.

(16)     "Eligible Employee" - any Employee who has satisfied the provisions of
         Section 1 of Article II.

(17)     "Employee" - any employee of the Findlay plant of the Company whose
         terms and conditions of employment are determined through collective
         bargaining with the Union. The term "Employee" includes Company
         employee out-of-town truck drivers. To the extent required by Section
         414(n) of the Code, the term "Employee" includes any person who is a
         "leased employee" of the Company or any other Controlled Group Member.
         For purposes of this Subsection, a "leased employee" means any person
         who, pursuant to an agreement between the Company or a Controlled Group
         Member and any other person


                                       4


         ("leasing organization"), has performed services for the Company or
         Controlled Group Member on a substantially full-time basis for a period
         of at least one year, and, effective January 1, 1997, such services are
         performed under primary direction or control of the Company or
         Controlled Group Member. Contributions or benefits provided to a leased
         employee by the leasing organization that are attributable to services
         performed for the Company or a Controlled Group Member will be treated
         as provided by the Company or Controlled Group Member. A leased
         employee will not be considered an Employee of the Company or a
         Controlled Group Member, however, if (1) leased employees do not
         constitute more than 20% of the Company's or Controlled Group Member's
         non- highly compensated work force (within the meaning of Section
         414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by
         a money purchase pension plan maintained by the leasing organization
         that provides (i) a non-integrated employer contribution rate of at
         least 10% of compensation, (ii) immediate participation and (iii) full
         and immediate vesting. All personal and relative pronouns, singular or
         plural, and words "person", "Employee", and "Employees" shall refer to
         both male and female Employees generally.

(18)     "Employment Date" - the date on which the Employee first completes an
         Hour of Service in the employ of the Company, whether or not that
         service is performed as an Employee.

(19)     "ESOP Account" - shall include all amounts in the Participant's Account
         that are transferred to the ESOP Account pursuant to Section 3 and
         Section 5 of Article V. The ESOP Account shall be established under the
         ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax
         Savings Plan Contributions subaccount which will reflect the amount of
         Pre-Tax Savings Plan Contributions in the ESOP Account attributable to
         a Participant and allocated earnings attributable thereto, a Transfer
         Contributions subaccount which will reflect the amount of Transfer
         Contributions in the ESOP Account attributable to a Participant and
         allocated earnings attributable thereto, a Company Contributions
         subaccount which will reflect the amount of Company Contributions in
         the ESOP Account made pursuant to Article IV herein and allocated
         earnings attributable thereto, and an ESOP Contributions subaccount
         which will reflect the amount of ESOP Contributions in the ESOP Account
         made pursuant to Article XVIII herein and allocated earnings
         attributable thereto.

(20)     "ESOP Contributions" - are the discretionary contributions made by the
         Company pursuant to Section 3 of Article XVIII.

(21)     "ESOP Feature" - is the portion of the Plan described in Article XVIII
         and shall be effective January 1, 2002. The ESOP Feature consists of
         the ESOP Account.

(22)     "Family Member" - effective until January 1, 1997, with respect to any
         Employee, such Employee's spouse and lineal ascendants and descendants
         and the spouses of such lineal ascendants and descendants.

(23)     "Highly Compensated Employee" - the term Highly Compensated Employee
         includes highly compensated active Employees and highly compensated
         former Employees.


                                       5


         For a particular Plan Year, effective January 1, 1997, a highly
         compensated active Employee means any Employee who: (i) was a 5-percent
         owner at any time during the current or the preceding Plan Year or (ii)
         for the preceding Plan Year received compensation from the Company in
         excess of the amount in effect for such Plan Year under Section
         414(q)(1)(B) of the Code and was in the top-paid group of Employees for
         such preceding Plan Year.

         For the purposes of this Subsection, (i) the term "compensation" shall
         mean (A) for the period prior to January 1, 1998, the sum of an
         Employee's compensation under Section 415(c)(3) of the Code and the
         Employee's Pre-Tax Savings Plan Contributions (subject to the
         limitations of Section 401(a)(17) of the Code), and (B) for periods
         commencing on and after January 1, 1998, an Employee's compensation
         under Section 415(c)(3) of the Code (subject to the limitation of
         Section 401(a)(17) of the Code), and (ii) the term "top-paid group"
         shall mean that group of Employees of the Company consisting of the top
         20 percent (20%) of such Employees when ranked on the basis of
         compensation paid by the Company during the Plan Year.

         A highly compensated former Employee includes any Employee who
         separated from service (or was deemed to have separated) prior to the
         determination year, performs no service for the Company during the
         determination year, and was a highly compensated active Employee for
         either the separation year or any determination year ending on or after
         the Employee's 55th birthday.

         This paragraph shall apply until January 1, 1997. If any Employee is,
         during a determination year or look-back year, a family member of
         either a 5 percent owner who is any active or former Employee or a
         Highly Compensated Employee who is one of the 10 most Highly
         Compensated Employees ranked on the basis of Compensation paid by the
         Company during such year, then the family member and 5 percent owner or
         top-ten Highly Compensated Employee shall be aggregated. In such case,
         the family member and 5 percent owner or top-ten Highly Compensated
         Employee shall be treated as a single Employee receiving compensation
         and Plan contribution or benefits equal to the sum of such Compensation
         and contributions or benefits of the family member and 5 percent owner
         or top-ten Highly Compensated Employee. For purposes of this section,
         family member includes the spouse, lineal ascendants and descendants of
         the Employee or former Employee and the spouses of such lineal
         ascendants and descendants.

         The determination of who is a Highly Compensated Employee, including
         the determination of the number and identity of Employees in the
         top-paid group, and the compensation that is considered, will be made
         in accordance with section 414(q) of the Code and the regulations
         thereunder.

(24)     "Hour of Service" - each hour for which an employee is paid, or
         entitled to payment, by the Company for the performance of duties or on
         account of a period of time during which no duties are performed due to
         vacation, holiday, jury duty, short-term military duty or funeral
         absence. Each hour for which an employee is not paid, or not entitled
         to payment, on account of a period of time during which the employee
         continues to accrue


                                       6


         Continuous Credited Service while under an approved leave of absence
         for illness, incapacity or disability, long-term military duty or
         personal reasons.

         Each hour for which an employee is paid back pay, regardless of
         mitigation of damages, except for hours previously credited for the
         same period, or severance pay. Hours of Service shall not be credited
         due to payments received by an employee from a plan maintained for the
         sole purpose of complying with applicable worker's or unemployment
         compensation laws, complying with disability insurance laws, or
         reimbursement of medical or medically related expenses.

         Such hours shall be credited as specified in Section 201 of the
         Employee Retirement Income Security Act of 1974, as amended, and as
         specified at Title 29, Code of Federal Regulations, 2530.200b.

         Hours of Service performed at premium rates (such as holiday pay
         overtime or shift differential) shall be credited as single Hours of
         Service, regardless of the rate of compensation in effect for such
         service.

         If an Employee is absent from work for any period which commences on or
         after the Effective Date:

         (a)      by reason of the pregnancy of the Employee,

         (b)      by reason of the birth of a child of the Employee,

         (c)      by reason of the placement of a child with the Employee in
                  connection with the adoption of such child by the Employee, or

         (d)      for purposes of caring for any such child for a period
                  beginning immediately following such birth or placement,

         and the absence is permitted under the Company-Union basic labor
         agreement, the Employee shall not, solely by reason of such absence, be
         considered to have incurred a Severance Date for purposes of
         participation and for determining his/her vested interest until the
         expiration of the consecutive twenty-four (24) month period commencing
         on the first day of the absence.

         If an Employee is absent from work for any period for any reasons
         referred to in subparagraphs (a), (b), (c) and (d) of this subsection,
         and such period includes the last day of the Plan Year, the Employee
         shall be deemed to be employed on such date for purposes of Section 3
         of Article II.

(25)     "Investment Option" - one of those forms of investment which are
         available to a Participant to invest Company Wage Reduction
         Contributions, vested Company Contributions and related earnings under
         the Plan.

(26)     "Leave of Absence" - leave of absence granted by the Company due to
         illness or injury, required U.S. Military Service, or other special
         leave of absence set forth in the


                                       7


         Company-Union basic labor agreement, under which all Participants in
         similar circumstances shall be treated alike.

(27)     "Non-ESOP Account" - shall include all Pre-Tax Savings Plan
         Contributions, Company Contributions, and Transfer Contributions made
         to the Plan pursuant to Articles III and IV of the Plan; except that
         the Non-ESOP Account shall not include any portion of such
         contributions transferred to the Participant's ESOP Account pursuant to
         Section 3 and Section 5 of Article V. The Non-ESOP Account shall be
         established under the Non-ESOP Feature of the Plan. The Non-ESOP
         Account shall consist of a Pre-Tax Savings Plan Contributions
         subaccount which will reflect the amount of Pre-Tax Savings Plan
         Contributions in the Non-ESOP Account attributable to a Participant and
         allocated earnings attributable thereto, a Transfer Contributions
         subaccount which will reflect the amount of Transfer Contributions in
         the Non-ESOP Account attributable to a Participant and allocated
         earnings attributable thereto, and a Company Contributions subaccount
         which will reflect the amount of Company Contributions in the Non-ESOP
         Account made pursuant to Article IV herein and allocated earnings
         attributable thereto.

(28)     "Non-ESOP Feature" - is the portion of the Plan, on and after January
         1, 2002, (a) which is not included within the ESOP Feature, (b) which
         is intended to qualify as a profit sharing plan under Code Section
         401(a), and (c) which includes a qualified cash or deferred arrangement
         within the meaning of Code Section 401(k). The Non-ESOP Feature
         consists of the Non-ESOP Account.

(29)     "Non-Highly Compensated Employee - any Eligible Employee who is neither
         a Highly Compensated Employee nor, effective until January 1, 1997, a
         Family Member of a Highly Compensated Employee.

(30)     "Normal Retirement Date" - the later of the day the Participant attains
         age sixty-five (65) or the completion of five (5) years of
         participation in the Company's Findlay Hourly Employee's Retirement
         Plan.

(31)     "One-Year Break in Service" - a Plan Year during which a Participant
         has five hundred (500) or fewer Hours of Service. Temporary excused
         absences, including military leave, shall not constitute a One-Year
         Break in Service. Further, solely for the purpose of determining
         whether a Participant has incurred a One- Year Break in Service, Hours
         of Service shall be recognized for "maternity and paternity leaves of
         absence." A "maternity or paternity leave of absence" shall mean, for
         Plan Years beginning after December 31, 1984, an absence from work for
         any period by reason of the Employee's pregnancy, birth of the
         Employee's child, placement of a child with the Employee in connection
         with the adoption of such child, or any absence for the purpose of
         caring for such child for a period immediately following such birth or
         placement. For this purpose, Hours of Service shall be credited for the
         computation period in which the absence from work begins, only if
         credit therefore is necessary to prevent the Employee from incurring a
         One-Year Break in Service, or, in any other case, in the immediately
         following computation period. The Hours of Service credited for a
         "maternity or paternity leave of absence" shall be those which would
         normally have been credited but for such absence, or, in any case in
         which the plan administrator is unable to determine such hours


                                       8


         normally credited, eight (8) Hours of Service per day. The total Hours
         of Service required to be credited for a "maternity or paternity leave
         of absence" shall not exceed five hundred one (501).

(32)     "Participant" - any person who has been admitted to participation in
         this Plan pursuant to the provisions of Article II. The term
         "Participant" shall include active Participants (those currently
         eligible to share in Company Contributions and ESOP Contributions, if
         any), inactive Participants (those individuals who are employed by the
         Company and have been active Participants but are not eligible to share
         in Company Contributions or ESOP Contributions), and any former
         Employee who has an Account under the Plan.

(33)     "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be
         modified or amended from time to time. Effective January 1, 2002, the
         Plan consists of the ESOP Feature and the Non-ESOP Feature.

(34)     "Plan Year" - except as otherwise provided herein, a Plan Year shall be
         the calendar year beginning January 1 and ending December 31. With
         respect to each person becoming employed by the Company or an
         Affiliated Company, for purposes of eligibility to participate herein,
         the initial Plan Year shall be the calendar year which commences
         coincident with or immediately following the Employee's Employment
         Date.

(35)     "Pre-tax Savings Plan Contribution" - the percentage of a Participant's
         Compensation which the Company contributes to the Plan pursuant to a
         wage reduction agreement, under which a Participant elects to forego a
         percentage of such Compensation, reduced for purposes of the Plan, also
         sometimes referred to as a Company Wage Reduction Contribution.

(36)     "Severance Date" - the earliest of (a) the date on which the Employee
         retires, dies, quits, or is discharged or (b) the date on which the
         Employee ceases to accrue Continuous Credited Service in accordance
         with the Company-Union basic labor agreement provisions for leave of
         absence; but in no event shall the Severance Date, as defined in (a)
         and (b), be earlier than the first anniversary of the first day of a
         period throughout which the Employee remains absent, with or without
         pay, from the service of the Company by reason of the absence.

(37)     "Severance Period" - the period of time between the Employee's
         Severance Date and the date on which he again performs an Hour of
         Service.

(38)     "Total and Permanent Disability" - a condition of a Participant as the
         result of bodily injury or disease from an unavoidable cause which
         prevents such Participant from being physically able to meet his/her
         present job requirements as the same existed at the time of the
         Participant's cessation of service due to such condition and which
         disability will (in the opinion of a qualified physician designated by
         the Committee) presumably be permanent and continuous during the
         remainder of his/her life. Such condition shall be deemed to have
         resulted from an unavoidable cause unless it:

         (a)      was contracted, suffered or incurred while the Participant was
                  engaged in, or resulted from having engaged in, a felonious
                  enterprise, or

                                       9


         (b)      resulted from habitual drunkenness or addiction to
                  hallucinogenic and/or narcotic drugs not prescribed by a
                  qualified physician for treatment of a condition other than
                  drug addiction, or

         (c)      resulted from an intentional self-inflicted injury or self-
                  induced sickness.

(39)     "Transaction Period" - a period defined in Article XV herein during
         which certain rules and regulations, as established by the Committee
         and the Trustee, shall govern all transactions relating to securities.

(40)     "Transactions" - all purchases, sales, redemptions or other
         dispositions of securities by the Trustee under the Plan.

(41)     "Transfer Contributions" - those amounts transferred to the Plan on
         behalf of an Employee from another plan qualified under Section 401(a)
         of the Code as described in Article III, Section 8.

(42)     "Trustee" - the Trustee or Trustees designated by the Company as
         provided herein.

(43)     "Trust Fund" - assets of the Plan and Trust as the same shall exist
         from time to time.

(44)     "Unvested" - that portion of a Participant's Account balance which is
         not vested pursuant to Article VI herein.

(45)     "Vested" - that portion of a Participant's Account balance to which
         he/she has a nonforfeitable right pursuant to Article VI herein.


                                       10




                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

SECTION 1. ELIGIBILITY

Any Employee of the Company eligible for membership in the Union who has
completed thirty days of Continuous Credited Service is eligible to participate
in the Plan.

Notwithstanding the foregoing, no Employee who serves only as a leased employee
as defined in Section 414(n) of the Code shall be covered by the Plan or deemed
to be a Participant.

SECTION 2. CONTINUOUS CREDITED SERVICE

(a)      Continuous Credited Service for purposes of computing eligibility shall
         be defined as the period of time (as computed by completed 1/12ths of a
         year) between the Employee's Employment Date or Adjusted Employment
         Date and the current date or the Employee's most recent Severance Date.

(b)      Any person who incurs a Severance Period after January 1, 1990, shall
         have Continuous Credited Service restored on the following basis:

         (1)      A person who before the Severance Date had established a
                  nonforfeitable right to any vested benefit will for all
                  purposes have pre-Severance Period and post-Severance Period
                  Continuous Credited Service aggregated to create an Adjusted
                  Employment Date.

         (2)      A person who before the Severance Date had not established a
                  nonforfeitable right to any vested benefit will have
                  Continuous Credited Service restored on the following basis to
                  create an Adjusted Employment Date:

                  (i)      If the Severance Period is less than the Continuous
                           Credited Service prior to the Severance Date, the
                           Continuous Credited Service prior to the Severance
                           Date shall be aggregated with any Continuous Credited
                           Service after the Severance Period to create an
                           Adjusted Employment Date for all purposes. Such
                           aggregation of Continuous Credit Service shall not
                           include any period of time during the Severance
                           Period.

                  (ii)     If the Severance Period equals or exceeds the greater
                           of five (5) years or the Continuous Credited Service
                           prior to the Severance Date, the Continuous Credited
                           Service prior to the Severance Date shall not be
                           aggregated and the Employee shall become a
                           Participant as specified in Section 3 of this
                           Article.

SECTION 3. PARTICIPATION

An Employee described in Section 1 will become a Participant in the Plan upon
satisfaction of all the following requirements:


                                       11


(a)      completion of thirty days of Continuous Credited Service,

(b)      receipt by the Committee of a completed application,

(c)      agreement to an appropriate payroll deduction from his/her
         Compensation,

(d)      agreement to accept a reduction of his/her Compensation equal to the
         whole percentage of his/her Compensation per payroll period he/she
         elects to have contributed by the Company as a Pre-tax Savings Plan
         Contribution.

A Participant shall cease to be eligible to make contributions to the Plan and
to share in Company Contributions or ESOP Contributions under the Plan when
he/she is no longer an Employee due to: resignation, termination, retirement,
death, Total and Permanent Disability, or otherwise ceasing to be an Employee or
the Participant's voluntary election to suspend participation pursuant to
Article VII hereof. Participation in the Plan will cease when the Employee or
former Employee no longer has an Account under the Plan. A Participant who
voluntarily ceases Active Participation from this Plan while still an Employee
accumulating Continuous Credited Service shall be ineligible to resume Active
Participation for a period of twelve (12) months from the date Active
Participation last ceased.

Notwithstanding the above paragraph, a Participant who retires under the
Company's Findlay Pension and Insurance Agreement may elect to continue to be a
Participant in the Plan and maintain an Account until the earlier of the date
he/she withdraws the balance in his/her Account or April 1 of the calendar year
following the calendar year in which he/she attains age 70-1/2. After the
effective date of such retirement, such a Participant shall not be entitled to
make contributions to the Plan or share in the allocation of Company
Contributions or ESOP Contributions.

Participation in the Plan by Eligible Employees shall be voluntary.



                                       12


                                  ARTICLE III
                           PARTICIPANTS' CONTRIBUTIONS

SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION

To be an Active Participant, an eligible individual must have made on his/her
behalf or agree to make a Pre-tax Savings Plan Contribution in the following
manner:

(a)      A Participant may agree to have contributed on his/her behalf as a
         Pre-tax Savings Plan Contribution, an amount, at his/her election, not
         to exceed the lesser of: (i) 15% of his/her Compensation or (ii) $7,979
         (or such greater amount as determined by the Secretary of Treasury). In
         calculating the limit under Code Section 402(g) for purposes of Code
         Section 401(k), the amounts to be deferred by an eligible Employee
         under each plan for which he/she is eligible to make wage deferrals
         will be aggregated by treating all cash or deferred arrangements under
         which the Employee is eligible as a single arrangement. If the limit
         set forth by Code Section 402(g) is exceeded, then the deferrals in
         excess of the limits must be distributed by April 15 of the following
         year. Such reduction in Compensation must be made at the time the
         Participant would normally receive his Compensation from the Company.

(b)      A Participant, by agreeing to have contributed on his/her behalf a
         Pre-tax Savings Plan Contribution, shall enter into a written wage
         reduction agreement with the Company. The terms of such reduction
         agreement shall provide that the Participant accepts a reduction in
         his/her Compensation from the Company equal to any whole percentage of
         his/her Compensation per pay period which he/she elects to have
         contributed on his/her behalf as a Pre-tax Savings Plan Contribution.

(c)      Pre-tax Savings Plan Contributions shall be fully vested and
         nonforfeitable at all times.

(d)      The Company may amend or revoke its wage reduction agreement with any
         Participant at any time, if the Company determines that such revocation
         or amendment is necessary to insure that contributions by or on behalf
         of a Participant for any Plan Year will not exceed the limitations of
         Section 415 or to insure that the discrimination tests of section
         401(k) of the Code are met for such Plan Year.

(e)      If a Participant's Compensation for any Plan Year is such that he or
         she is a Highly Compensated Employee for the Plan Year, the actual
         deferral percentage test of Section 401(k)(3) of the Code will be met.
         The Plan incorporates by reference the provisions of Sections 401(k)(3)
         of the Code and regulation Section 1.401(k) - 1(b) thereunder.

SECTION 2. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS

All contributions made by or on behalf of a Participant are subject to the
limitations imposed by section 401(k), and section 415 of the Code as further
set forth in Article XII hereof.

The maximum amount of such contributions is limited under Section 401(k)(3)
determined by reducing contributions made on behalf of Highly Compensated
employees in order of their contribution percentages beginning with the highest
of such percentages.


                                       13


SECTION 3. CHANGING CONTRIBUTION PERCENTAGE

The contribution percentage(s) designated by a Participant shall continue in
effect, notwithstanding any change in his/her Compensation, until he/she shall
change such contribution percentage(s). A Participant may elect, at any time,
but not less than thirty (30) days from the last change in contribution
percentage(s) to increase or decrease the contribution percentage(s) within the
applicable limits to be effective as soon as practicable after receipt of notice
of change.

SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES

Each Participant's Pre-tax Savings Plan Contributions shall be in whole
multiples of 1% of Compensation, subject to adjustment pursuant to Section 5
hereof.

SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS

(a)      Each Pre-tax Savings Plan Contribution made by the Company on behalf of
         a Participant shall be transferred to the Plan pursuant to the terms of
         a written wage reduction agreement between such Participant and the
         Company. A Participant's wage reduction agreement shall be modified
         automatically to correspond to the change in the amount of the Pre-tax
         Savings Plan Contributions made on his/her behalf as set forth in
         Section 3 hereof.

(b)      The tentative wage reduction amount set forth in any salary reduction
         agreement shall be in any amount as the Participant shall elect, but
         shall be not less than 1% and not more than 15% of Compensation of such
         Participant. Tentative wage reductions shall become final, and then
         shall constitute Pre-tax Savings Plan Contributions, only after the
         Company or the Committee has made such adjustments thereto as they (or
         either of them) deem necessary to maintain the qualified status of this
         Plan or to maintain the status of any portion of this Plan as a
         qualified cash or deferred arrangement under section 401(k) of the
         Code.

(c)      All amounts withheld pursuant to a wage reduction agreement and
         thereafter contributed to the Plan as Pre-tax Savings Plan
         Contributions shall be so delivered only if the Company in good faith
         believes that such amounts do not exceed the amounts permissible
         pursuant to the limitations hereinabove set forth. If any amount shall
         be withheld from the Compensation of a Participant pursuant to a wage
         reduction agreement which exceeds the maximum amount permissible
         pursuant to Section 5(b) hereof, and if such amount is contributed to
         the Plan as a Pre-tax Savings Plan Contribution by way of a mistake of
         fact, it shall be refunded to the Company and shall thereafter be paid
         as promptly as practicable (subject, however, to the withholding of
         taxes and other amounts as though such amount were current
         compensation) by the Company to the Employee from whose Compensation
         such amount was obtained pursuant to a wage reduction agreement.


                                       14


SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS

Company Wage Reduction Contributions shall be transferred by the Company to the
Trustee as soon as practicable, but not less than monthly. All payments so made
by the Company shall be reported to the Committee.

All such contributions shall be appropriately credited to the Account of each
Participant by the Trustee.

SECTION 7. VETERANS

Notwithstanding any provision of this Plan to the contrary, effective December
12, 1994, contributions, benefits and Continuous Credited Service with respect
to qualified military service will be provided in accordance with Section 414(u)
of the Code. "Qualified military service" means any service in the uniformed
services (as defined in chapter 43 of title 38 of the United States Code) by any
individual if such individual is entitled to reemployment rights under such
chapter with respect to such service.

SECTION 8. TRANSFER CONTRIBUTIONS

The Trustee is authorized to accept on behalf of a Participant, and hold as part
of a Participant's Account, assets from a trustee of another plan qualified
under Section 401(a) of the Code, provided that such other plan permits such a
transfer and provided that the Committee approves such transfer from such other
plan. All amounts so transferred to a Participant's Account shall be referred to
herein as "Transfer Contributions."

SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held
under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5
of Article V, such contributions may be transferred later from the Non-ESOP
Feature to the ESOP Feature.


                                       15


                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS

The Company shall contribute to the Trustee out of Current Earnings for that
fiscal year or, at its discretion as set forth below out of its accumulated
earnings, in cash or in its treasury or authorized but unissued Common Stock the
value of which shall be computed at the applicable fair market value on the date
of contribution by the Company, an amount equal to the lesser of:

(a)      the aggregate of seventy-five percent (75%) of all Pre-Tax Savings Plan
         Contributions which represent up to four percent (4%) of each
         Participant's Compensation during such year, less any forfeitures (as
         defined in Article VIII, Section 1), or

(b)      an amount equal to fifteen percent (15%) of the Company's Current
         Earnings for such year in excess of ten percent (10%) of the
         stockholder's equity of the Company at the beginning of such year.

The Company's Board of Directors may, at its discretion, waive the limitations
in paragraph (b) above and contribute to the Trustee out of Current Earnings for
that fiscal year or its accumulated earnings an amount not to exceed the
limitations in paragraph (a) above.

The Company will not match, nor allocate its contributions to, any portion of
Pre-Tax Savings Plan Contributions which represent an amount in excess of four
percent (4%) of a Participant's Compensation during each Plan Year.

Company Contributions will be subject to the nondiscrimination test pursuant to
Section 401(m)(2) of the Code. For any Plan year the contribution percentage for
eligible Highly Compensated Employees shall not exceed the greater of:

(a)      125 percent of such percentage for all other Eligible Employees, or

(b)      the lesser of 200 percent of such percentage for all other Eligible
         Employees, or such percentage for all other Eligible Employees plus 2
         percentage points.

For nondiscrimination testing purposes, the multiple use rules pursuant to
Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is
required, Pre-Tax Savings Plan Contributions will be distributed as provided by
Regulation Section 1.401(m)-2(c).

At any time corrections are required to either the nondiscrimination test of
multiple use rules by distributing Pre-tax Savings Plan Contributions any
related Company Contributions will also be distributed or forfeited to avoid
discrimination.

SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS

The Company shall contribute with respect to each Plan Year the aggregate of the
Company Wage Reduction Contributions for such Plan Year, as determined pursuant
to wage reduction


                                       16


agreements in force between the Company and Participants in the Plan. Company
Wage Reduction Contributions shall be fully Vested and nonforfeitable at all
times.

SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS

The Company Contributions for each fiscal year shall be allocated by the Trustee
to each Participant's Account in proportion to seventy-five percent (75%) of
each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up
to an aggregate contribution thereof of four percent (4%) of a Participant's
Compensation for such year.

If a Participant or Designated Beneficiary becomes entitled to distribution of
his/her Account under the Plan as a result of the Participant either retiring
from the Company under one of its retirement programs (except a Deferred Vested
Pension), suffering a Total and Permanent Disability or dying and Pre-Tax
Savings Plan Contributions have been made on his/her behalf to which Company
Contributions, if any, are allocated in the year in which such event
(retirement, Total and Permanent Disability, or death) occurred, such
Participant shall be entitled to share in the Company Contribution which it may
make with respect to such year, as herein provided, as if such event had not
occurred.

There shall be directly and promptly allocated to the Pre-Tax Savings Plan
Contributions subaccount of each Participant the Company Wage Reduction
Contributions, as set forth in Section 2 hereof.

Company Contributions will be allocated to the Participant only if the
Participant is employed on the last day of the Plan Year, except in the case of
retirement, Total and Permanent Disability or death.

SECTION 4. REPORTING THE CONTRIBUTIONS

The Company Contributions and Company Wage Reduction Contributions shall be
reported to the Committee by the Company.

SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS

To the extent that the deductibility thereof is subsequently denied, each
Company Contribution and each Company Wage Reduction Contribution made by the
Company pursuant to the provisions of this Article IV hereof is hereby made
expressly contingent upon the deductibility thereof for federal income tax
purposes for the year with respect to which such contribution is made. Each such
contribution is further contingent upon the maintenance of qualified status by
the Plan for the year with respect to which such contribution is made, to the
extent that the loss of qualified status would deprive the Company of the
deduction taken for such contribution.

SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS

All contributions made by the Company are made for the exclusive benefit of the
Participants and their beneficiaries, and such contributions shall not be used
for nor diverted to purposes other than for the exclusive benefit of the
Participants and their beneficiaries, including the costs of maintaining and
administering the Plan and Trust. Notwithstanding the foregoing, refunds of

                                       17


Company Contributions shall be made to the Company under the following
circumstances and subject to the following limitations, to the extent that such
refunds do not, in themselves, deprive the Plan of its qualified status:

(a)      To the extent that a Federal income tax deduction is disallowed for any
         Company Contribution, the Trustee shall refund to the Company the
         amount so disallowed within one (1) year of the date of such
         disallowance.

(b)      In the case of a contribution, or for any Company Wage Reduction
         Contribution, which is made in whole or in part by reason of a mistake
         of fact, so much of the Company Contribution as is attributable to the
         mistake of fact shall be returnable to the Company upon demand, upon
         presentation of evidence of the mistake of fact to the Trustee and of
         calculations as to the impact of such mistake of fact. Demand and
         repayment must be effected within one (1) year after the last
         installment payment of the contribution to which the mistake applies.

In the event that any refund of amounts contributed under Section 1 hereof is
paid to the Company, such refund shall be made without interest and shall be
deducted from among the Company Contributions subaccounts of Participants only
to the extent that the amount of the refund can be identified to specific
Participants (as in the case of certain mistakes of fact). Refunds of amounts
contributed pursuant to Section 2 hereof (relating to contributions attributable
to wage reduction) are treated at Section 6 of Article III.

Notwithstanding any other provision of this Section 6, no refund shall be made
to the Company which is specifically chargeable to the Account of any
Participant in excess of one hundred percent (100%) of the amount in such
Account, nor shall a refund be made by the Trustee of any funds, otherwise
subject to refund hereunder, which have been distributed to Participants and/or
beneficiaries. In the case that such distributions become refundable, the
Company shall have a claim directly against the distributees to the extent of
the refund to which it is entitled. All refunds pursuant to this Section 6 shall
be limited in amount, circumstance and timing to the provisions of Section
403(c) of the Employee Retirement Income Security Act of 1974, as amended, and
no such refund shall be made if, solely on account of such refund, the Plan
would cease to be a qualified Plan pursuant to Section 401(a) of the Code.

SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS

Each Company Contribution shall be sent to the Trustee as promptly as
practicable following the determination of the amount thereof, and, in any
event, on or before the date established by law (including any extension
thereof) for the filing of the Company's federal income tax return for the
taxable year with respect to which such Company Contribution is made.

Contributions made pursuant to Section 2 hereof shall be made no later than the
date specified in the preceding sentence, and shall be made at such earlier
dates as may be practicable provided, however, that no wage reduction amount
shall be held by the Company without contributing same to the Plan for a period
longer than the longest period that is permissible under regulations published
under Section 401(k) of the Code, and, in any event, amounts contributed under


                                       18


Section 2 hereof with respect to any Plan Year shall be deemed credited to the
Pre-Tax Savings Plan Contributions subaccount of the Participant not later than
the last day of such Year.

SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
IV, the Company Contributions and Company Wage Reduction Contributions shall be
transmitted to and held under the Non-ESOP Feature of the Plan. As provided in
Section 3 and Section 5 of Article V, such contributions may be transferred
later from the Non-ESOP Feature and ESOP Feature.


                                       19


                                   ARTICLE V
                           INVESTMENT OF CONTRIBUTIONS

SECTION 1. INVESTMENT OF FUNDS

Except for Unvested Company Contributions and, subject to Section 4 of Article
XVIII, ESOP Contributions, the amounts in a Participant's Account may be
invested on behalf of such Participant in one or more of the following
Investment Options, at the Participant's discretion:

(a)      Option A: Cash with Interest. - Cash will be invested in a fixed income
         account with a bank, insurance company, or an investment adviser
         registered under the Investment Advisers Act of 1940.

(b)      Option B: Mutual Fund(s). - Cash will be invested in one or more mutual
         funds approved by the Committee and made available to Participants.

(c)      Option C: A fund comprising a pooled account of Common Stock of the
         Company.

The amounts credited to a Participant's Account from, subject to Section 4 of
Article XVIII, the ESOP Contributions and Unvested Company Contributions shall
be invested in the Common Stock fund.

SECTION 2. INSTRUCTIONS TO THE TRUSTEE

A Participant will instruct the Trustee in writing as to the manner in which
his/her contributions in his/her Account, other than Company Contributions and
ESOP Contributions, shall be invested in any one or more of the Investment
Options in such proportions as he/she sees fit, except that the amounts so
specified shall be in multiples of one percent (1%). A Participant may likewise
instruct the Trustee with respect to the retention or investment of the Vested
portion of the Company Contributions subaccount and, subject to Section 4 of
Article XVIII, the ESOP Contributions subaccount allocated to his/her Account,
subject to the same limitations as apply to the investment of the contributions
in his/her Account other than Company Contributions.

Investment instructions with respect to the contributions in his/her Account
other than Company Contributions and ESOP Contributions, and with respect to the
Vested portion of the Company Contributions and, subject to Section 4 of Article
XVIII, the ESOP Contributions subaccount may be different, both as to the kind
of investment and as to the relative amounts to be invested in such investments.
Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the
Unvested portion of the Company Contributions subaccount shall remain invested
in the Common Stock fund.

SECTION 3. TRANSFER TO THE ESOP FEATURE

Effective January 1, 2002, any amount of the Participant's Non-ESOP Account
invested in the Common Stock fund shall transfer to the Participant's ESOP
Account as of the first day of the Plan Year immediately succeeding the Plan
Year in which the contributions comprising such amounts invested in the Common
Stock fund were made to the Plan. Notwithstanding the


                                       20


foregoing, any amount in a Participant's Account that is attributable to
contributions made to the Plan prior to January 1, 2002 and that is invested in
the Common Stock fund on December 31, 2001 shall be transferred to the
Participant's ESOP Account effective as of January 1, 2002.

SECTION 4. TRUSTEE OPTIONS

The Trustee is authorized to purchase treasury or authorized but unissued Common
Stock of and from the Company, if offered by it, at the applicable fair market
value.

SECTION 5. CHANGING OF INVESTMENTS

As to the investment of future contributions with respect to which the
Participant has investment discretion, the Participant shall have the right, at
any time, but not more often than once daily, to instruct the Trustee to change
the amounts to be invested in any Investment Option(s) for all his/her
contributions. A Participant shall instruct the Trustee pursuant to this Section
5 with regard to the investment of any portion of the Participant's Account
attributable to Transfer Contributions.

Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of
this Article V, any amount that the Participant chooses to invest in the Common
Stock fund, pursuant to this Section 5, shall be held in the Participant's
Non-ESOP Account on and after January 1, 2002, subject to transfer to the
Participant's ESOP Account. Effective January 1, 2002, any such amount invested
in the Common Stock fund shall transfer to the Participant's ESOP Account as of
the first day of the Plan Year immediately succeeding the Plan Year in which the
investments were changed into the Common Stock fund. On and after January 1,
2002, any amount that the Participant chooses to invest in any Investment
Option(s) other than the Common Stock fund, pursuant to this Section 5, shall
beheld in the Participant's Non-ESOP Account.

All such directions to sell or to redeem securities held in the Participant's
Account or to reinvest the proceeds and all changed investment directions shall
become effective during the Transaction Period, as such term is defined in
Section 1 of Article XV. All such directions received and completed prior to
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business shall be effective as of the close of the
business day of receipt of such directions. All such directions received and
completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the
New York Stock Exchange are open for business shall be effective as of the
following day when both the Trustee and the New York Stock Exchange are open for
business.

SECTION 6. EARNINGS FROM INVESTMENTS

Except as provided in Section 6 of Article XVIII, earnings from the Investment
Options shall be reinvested in the Investment Option producing such earnings.

SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS

Any funds in the hands of the Trustee as to which the Participant has instructed
the Trustee to invest in any given Investment Option but which temporarily
remains uninvested may be held by the Trustee in cash. Shares of Common Stock
shall be in full shares only, with no fractional


                                       21


shares being purchased or held. Amounts creditable to the Accounts of
Participants which cannot be invested in the Investment Option selected because
such amounts are insufficient to purchase a full share of Common Stock shall be
temporarily held pursuant to this Section 6 as uninvested funds for the benefit
of the Account to which such amount is allocable.

SECTION 8. SELECTION OF INVESTMENT OPTION

The selection of an Investment Option by a Participant will be entirely the
responsibility of such Participant. Neither Trustee, the Committee, the Company,
nor any of its personnel shall be empowered to advise a Participant as to the
manner in which the amounts credited to any Account shall be invested. The fact
that a security is available to Participants for investment under this Plan
shall not be construed as a recommendation for the purchase of that security,
nor shall the designation of any Investment Option impose any liability on the
Trustee, the Committee, the Union, the Company, or any of its personnel.



                                       22


                                   ARTICLE VI
                            VESTING OF CONTRIBUTIONS

SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS

A Participant shall have a nonforfeitable interest in his/her Account balance to
the extent that it is attributable to contributions made by him/her or on
his/her behalf including (but not limited to) Company Wage Reduction
Contributions (but not including Company Contributions), at all times (subject
to the terms and conditions of Articles IX and XI), and in all assets in his/her
Account attributable thereto.

SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Company Contributions and ESOP Contributions, if any, shall become Vested to the
Participant on the date such Participant completes five (5) years of Continuous
Credited Service (Article II, Section 2). For Participants with five (5) or more
years of Continuous Credited Service, Company Contributions and ESOP
Contributions will become Vested immediately upon being placed in his/her
Account. Notwithstanding the foregoing, a Participant shall at all times be
Vested in any earnings and dividends paid on the investments of Unvested Company
Contributions and ESOP Contributions held in the Participant's Account. Full one
hundred percent (100%) vesting shall also occur upon attainment of the
Participant's Normal Retirement Date.

Should a Participant terminate participation in the Plan by reason of any of the
following, all Company Contributions and ESOP Contributions will become one
hundred percent (100%) Vested to the Participant:

(a)      Total and Permanent Disability

(b)      Death

(c)      Termination of the Plan, (or partial termination of the Plan if the
         Participant is affected thereby), or

(d)      Complete and final discontinuance of Company Contributions.

If a Participant terminates employment at a time when his/her Company
Contributions and ESOP Contributions are Unvested, such Unvested contributions
shall be forfeited upon the earlier of (i) the distribution to the Participant
of the Vested portion of his/her Account or (ii) the close of five consecutive
Severance Periods after such termination of employment.

SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

A Participant who has restored previously forfeited ESOP Contributions or
Company Contributions (as described in Section 7 of Article XI) shall have these
restored ESOP Contributions and Company Contributions vest provided restoration
is made prior to the attainment of five (5) years Continuous Credited Service by
the Participant.


                                       23


                                  ARTICLE VII
                           SUSPENSION OF PARTICIPATION

SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER

In the event that a Participant is transferred to a job with the Company which
renders such Participant ineligible to participate actively in this Plan, then,
in such event, such Participant's Active Participation shall be deemed to be
suspended. However, during the period of suspension the Participant's Account
shall continue to be vested as if no suspension had occurred.

Such suspension shall remain in effect until:

(a)      the Participant is transferred to a job whereby he/she would be
         re-eligible to be an active Participant in the Plan, or

(b)      a termination occurs pursuant to Article XI of the Plan.



                                       24


                                  ARTICLE VIII
                 APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED

SECTION 1. APPLICATION OF FORFEITURES

All Company Contributions and ESOP Contributions forfeited in accordance with
Article VI, Section 2 shall be used to reduce the Company's subsequent
contributions to the Plan. However, such forfeited Company Contributions and
ESOP Contributions will be restored to the Participant's Account should the
Participant exercise restoration rights as defined in Section 7 of Article XI.

In the event that the Plan is terminated, any forfeitures not previously applied
to reduce Company Contributions shall be credited (on the basis of each
individual Participant's current year Compensation as a ratio to the total
current year Compensation of all Participants) to the Accounts of all
Participants entitled to share in the allocation of Company Contributions at the
time of such termination.

SECTION 2. TREATMENT OF FORFEITED SECURITIES

Forfeited securities shall be converted to cash and be invested by the Trustee;
such cash shall be applied to the reduction of the next contribution by the
Company.

Upon forfeiture of a portion of the Company Contributions or ESOP Contributions,
the Trustee shall sell such amount of the securities allocated to the
Participant's Account as may be necessary to effect the forfeiture.


                                       25


                                   ARTICLE IX
                           WITHDRAWAL OF CONTRIBUTIONS

SECTION 1. WITHDRAWAL EVENTS

No amount may be withdrawn by a Participant from Company Wage Reduction
Contributions, Company Contributions, or ESOP Contributions earlier than the
occurrence of hardship (see Section 2 below) or one of the following events:

(a)      the Participant's retirement, death, Total and Permanent Disability, or
         termination of Employee status;

(b)      termination of the Plan without establishment of a successor plan;

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

(d)      the sale or other disposition by the Company to an unrelated
         corporation, which does not maintain the Plan, of substantially all of
         the assets used in a trade or business, but only with respect to
         employees who continue employment with the acquiring corporation;

(e)      the sale or other disposition by the Company of its interest in a
         subsidiary to an unrelated entity which does not maintain the Plan, but
         only with respect to employees who continue employment with the
         subsidiary.

(f)      An Eligible Rollover Distribution by a Distributee to an Eligible
         Retirement Plan in accordance with the provisions of Article XI,
         Section 6.

SECTION 2. HARDSHIP WITHDRAWALS

If a Participant requests a hardship withdrawal prior to the occurrence of an
event in Section 1 above, such request will require the consent of the Committee
and such consent shall be given only if, under uniform rules, the Committee
determines that

(a)      the purpose of the withdrawal is to meet immediate and heavy financial
         needs of the Participant,

(b)      the amount does not exceed such financial need, and

(c)      the amount of the withdrawal is not immediately available from the
         resources of the Participant.

A withdrawal made on account of hardship must be made first, from Company
Contributions and earnings (if Vested) and then only from Company Wage Reduction
Contributions of the Participant, and not from earnings credited thereto.

Employees who make a hardship withdrawal may not make elective contributions for
the tax year following the tax year of distribution, greater than the Code
Section 402(g) limit minus the elective contributions for the year of
distribution.



                                       26


SECTION 3. FREQUENCY OF WITHDRAWALS.

Except for distribution at retirement, disability, or death, [Article XI,
Section 2(b)], withdrawals may not be made more frequently than once in any
twelve (12) month period.



                                       27


                                   ARTICLE X
                           DESIGNATION OF BENEFICIARY

Each Participant must file with the Committee a written designation of a
Designated Beneficiary or Beneficiaries in the form prescribed by the Committee
with respect to all or part of the securities and cash held for the account of
such Participant. Such Designated Beneficiary shall be a Participant's spouse
or, if he/she has no spouse or his/her spouse consents (in the manner
hereinafter described in this Article) to the designation hereinafter provided
for in this Article, such person or persons other than, or in addition to,
his/her spouse as may be designated by a Participant as his/her death
beneficiary under the Plan. Such a designation may be made, revoked or changed
only by an instrument (in form acceptable to the Committee) which is signed by
the Participant, which includes his/her spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
spouse being named as the Participant's sole Beneficiary), and which is filed
with the Committee before the Participant's death. A spouse's consent required
by this Article shall be signed by the spouse, shall acknowledge the effect of
such consent, shall be witnessed by a member of the Committee or by a notary
public and shall be effective only with respect to such spouse. At any time when
all the persons designated by the Participant as his/her Designated Beneficiary
have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or,
if he/she does not then have a spouse, the Participant's estate. If a
Participant has no spouse and he/she has not made an effective Beneficiary
designation pursuant to this Article, his/her Designated Beneficiary shall be
his/her estate.


                                       28


                                   ARTICLE XI
                          DISTRIBUTION OF CONTRIBUTIONS

SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS

Subject to the provisions of Section 3 of this Article, distributions may be
made to a Participant or the Designated Beneficiary, as the case may be, upon
the occurrence of the following stated events:

(a)      Termination of a Participant's participation in the Plan, or cessation
         of the Participant's right to share in the allocation of the Company
         Contributions or ESOP Contributions made to the Plan (other than a
         temporary cessation on account of a temporary suspension of Participant
         contributions), or

(b)      Termination of the Plan without establishment of a successor plan, or

(c)      The sale or other disposition by the Company to an unrelated
         corporation, which does not maintain the Plan, of substantially all of
         the assets used in a trade or business, but only with respect to
         employees who continue employment with the acquiring corporation, or

(d)      The sale or other disposition by the Company of its interest in a
         subsidiary to an unrelated entity which does not maintain the Plan, but
         only with respect to employees who continue employment with the
         subsidiary.

Effective as of January 1, 1998, if the present value of any nonforfeitable
accrued benefit, at the time of distribution or at the time of any subsequent
distribution, exceeds $5,000 such benefit may not be immediately distributed
without the consent of the Participant.

SECTION 2. TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN

A Participant's Active Participation in the Plan will be terminated if he/she:

(a)      Voluntarily elects to cease contributions to the Plan,

(b)      Terminates employment from the Company voluntarily or involuntarily,

(c)      Retires from the Company under one of its retirement programs,

(d)      Suffers a Total and Permanent Disability,

(e)      Dies,

(f)      Becomes Vested in all Company Contributions and ESOP Contributions in
         his/her Account and remains in a job whereby he/she is ineligible to be
         an active Participant in the Plan.


                                       29

SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

If a Participant terminates employment with the Company, either voluntarily or
involuntarily, before the Company Contributions or ESOP Contributions are
Vested, the Participant will receive the then current market value of the larger
of:

(a)      the Participant's Pre-Tax Savings Plan Contributions, plus all earnings
         (not to exceed the current market value of the entire Account), or

(b)      the current market value of the entire Account less the Unvested
         Company Contributions and Unvested ESOP Contributions.

If a Participant, who remains an employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan before any of the Company
Contributions or ESOP Contributions are Vested, he/she will receive the amount
described above in this Section 3, less the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon
attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount.

SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

Subject to Article XI, Section 1, if a Participant terminates employment with
the Company after Company Contributions and ESOP Contributions are Vested, the
Participant will receive the then current market value of the entire Account
when he/she elects to make a voluntary withdrawal.

If a Participant, who remains an Employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions
and ESOP Contributions are Vested, or remains in a job whereby he/she is
ineligible to be an active Participant in the Plan, he/she will receive the
amount described above in this Section 4, less the then current market value of
his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall,
upon attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains
employed by the Company and who has attained age 59 1/2, voluntarily elects to
withdraw from the Plan after he/she becomes Vested in Company Contributions and
ESOP Contributions credited to his/her Account, he/she will receive the entire
amount described in this Section 4 as if he/she had terminated employment with
the Company.

SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY

If a Participant dies, retires or suffers a Total and Permanent Disability, the
Participant or Designated Beneficiary will receive the then current market value
of his/her Account. Distribution will not occur upon retirement or Total and
Permanent Disability in the event a Participant elects to defer the commencement
of distribution in accordance with Section 6 of this Article.

SECTION 6. DISTRIBUTION OF ACCOUNTS


                                       30


(a)      Form of Distribution of Accounts to a Participant During His/Her
         Lifetime:

         If a Participant terminates participation in the Plan, due to a
         separation from service or, if earlier, age 59 1/2, distribution shall
         be made, subject to other limitations of this Plan, by one of the
         following methods as he/she shall elect:

         (1)      Payment in cash, or

         (2)      If the Participant has selected one or more of the Investment
                  Options:

                  (i)      payment in cash,

                  (ii)     payment in securities held for the Participant's
                           Account, or

                  (iii)    a combination of (i) and (ii) above at the option of
                           the Participant.

(b)      Distribution of Cash and/or Securities

         Distribution of cash and/or securities to a Participant who either (i)
         retires from the Company under one of its retirement programs (ii)
         suffers a Total and Permanent Disability, or (iii) dies, or (iv)
         becomes Vested in all Company Contributions and ESOP Contributions in
         his/her Account and remains in a job whereby he/she is ineligible to be
         an active Participant in the Plan, shall be made, at the Participant's
         or Designated Beneficiary's option, in one of the following forms:

         (1)      A single distribution to be received within ninety (90) days
                  from the date the Participant terminated participation in the
                  Plan,

         (2)      Two (2) installment distributions, with the first installment
                  to be at least fifty percent (50%) of the Participant's
                  Account balance (as determined in Section 3, 4 or 5 of this
                  Article) and to begin within ninety (90) days from the date
                  the Participant terminated participation in this Plan, and the
                  second and final installment to include the remainder of the
                  Account balance and to be received within twenty-four (24)
                  months after the date the Participant terminated participation
                  in this Plan.

         (3)      For events described in Section 1(c) or 1(d) of this Article,
                  distribution will be made in a lump sum as provided by Section
                  401(k)(10) of the Code.

         Distribution of cash and/or securities to a Participant who voluntarily
         elects to withdraw from the Plan or terminates employment from the
         Company, voluntarily or involuntarily, shall be made in a single
         distribution to be received within ninety (90) days from the date the
         Participant terminated participation in the Plan.

         Notwithstanding the foregoing, a Participant who retires from the
         Company under one of its retirement programs (except a deferred vested
         pension) may elect to defer the commencement of distribution and remain
         a Participant in this Plan until no later than


                                       31


         April 1 of the calendar year following the calendar year in which
         he/she attains age 70-1/2.

         Should the Participant fail to select a form of distribution as
         previously described, the final distribution will be made in a single
         distribution as described in Section 6(b) (1) of this Article, in the
         form of the Investment Option(s) then in the Account.

         If a Participant should die before (all) distribution(s) has (have)
         been made, such distribution(s) shall be made to the Designated
         Beneficiary.

(c)      Distribution in Case of the Death of a Participant While an Employee

         In the event of the death of a Participant while an employee,
         distribution shall be made in accordance with Article X. Each
         Designated Beneficiary shall make an appropriate election as provided
         in Section 6(b) of this Article.

         If the Designated Beneficiary should die before the final distribution
         has been made then such final distribution shall be made to the legally
         appointed representative(s) of the Designated Beneficiary.

(d)      Direct Rollover of Eligible Rollover Distributions

         This subsection 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 subsection, a
         Distributee, as defined under paragraph (1)(iii) of this subsection,
         may elect, at the time and in the manner prescribed by the plan
         administrator, to have any portion of an Eligible Rollover
         Distribution, as defined under paragraph (1)(i) of this subsection,
         paid directly to an Eligible Retirement Plan, as defined under
         paragraph (1)(ii) of this subsection, specified by the Distributee in a
         Direct Rollover, as defined under paragraph (1)(iv) of this subsection.

         (1) Definitions

           (i)    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 any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code, any distribution that is one of
                  a series of substantially equal periodic payments (paid not
                  less frequently than annually) over the life (or life
                  expectancy) of the distributee or the joint lives (or life
                  expectancies) of the distributee and a designated beneficiary
                  or for a specified period of ten years or more, the portion of
                  any distribution that is not includible in gross income, such
                  other amounts specified in Treasury regulations and rulings,
                  notices or announcements issued under Section 402(c) of the
                  Code, and, effective January 1, 1999, any "hardship"
                  distribution (as defined in Code Section 401(k)).


                                       32


           (ii)   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.

           (iii)  Distributee: A Distributee includes a Participant or the
                  Participant's surviving spouse or Participant's former spouse
                  who is the alternate payee under a qualified domestic
                  relations order, as defined in section 414(p) of the Code.

           (iv)   Direct Rollover: A Direct Rollover is a payment by the Plan to
                  the Eligible Retirement Plan specified by the Distributee.

(e)      Miscellaneous Provisions Relating to Distributions

         Any distribution to which a Participant or the Designated Beneficiary
         may be entitled shall have deducted therefrom all incident expenses
         and/or taxes.

         The Committee shall be notified upon forms prescribed by it as to all
         actions which are to be taken under this Section by a Participant or
         Designated Beneficiary.

         The Trustee shall be notified in writing by the Committee concerning
         any action required by the Trustee to be taken under this Section.

         Unless the Participant elects otherwise, in no event shall any
         retirement, death, or disability benefit commence later than the
         sixtieth (60th) day after the latest of the close of the Plan Year in
         which (1) occurs the date on which the Participant attains the earlier
         of age 65 or the normal retirement age specified hereunder (if other
         than 65) (whether or not by reason of reference to the Company's
         retirement programs), (2) occurs the tenth anniversary of the year in
         which the Participant commenced participation in the Plan, or (3) the
         Participant terminates service with the Company.

(f)      Provision Pursuant to Code Section 401(a)(9)

         All distributions required under this Article XI shall be determined
         and made in accordance with the proposed regulations under Code Section
         401(a)(9) including the minimum distribution incidental benefit
         requirement of section 1.401(a)(9)-2 of the proposed regulations, as
         may be amended or promulgated from time to time.

         (1)      Notwithstanding any other provision of the Plan, for
                  individuals who are five percent (5%) owners (as defined in
                  Section 416 of the Code) or who attain age seventy and
                  one-half (70 1/2) in Plan Years prior to 2003, the entire
                  interest of each such Participant under the Plan shall be
                  distributed, commencing not later than April 1


                                       33


                  of the calendar year following the calendar year in which
                  he/she attains age seventy and one-half (70 1/2).

                  For individuals who are not five percent (5%) owners (as
                  defined in Section 416 of the Code) and who attain age seventy
                  and one-half (70 1/2) in Plan Years after 2002, the entire
                  interest of each such Participant in the Plan shall be
                  distributed to him/her by April 1 of the calendar year
                  following the later of either:

                  (i)      the calendar year in which the Employee attains age
                           seventy and one-half (70-1/2), or

                  (ii)     the calendar year in which the Employee retires.

                  Such distribution shall be (1) in accordance with regulations
                  prescribed by the Secretary of the Treasury, over the life of
                  such Participant and his/her Designated Beneficiary, or (2) in
                  accordance with such regulations, over a period not extending
                  beyond the life expectancy of such Participant or the life
                  expectancy of such Participant and his/her Designated
                  Beneficiary.

         (2)      If distribution of a Participant's interest under the Plan has
                  begun in accordance with paragraph (1) of this subsection and
                  such Participant dies before his/her entire interest has been
                  distributed to him/her, the remaining portion of such interest
                  shall be distributed to his/her Designated Beneficiary at
                  least as rapidly as under the method of distribution being
                  used under such paragraph (1) as of the date of his/her death.

         (3)      If a Participant dies before the distribution of his/her
                  interest under the Plan has begun in accordance with paragraph
                  (1) of this subsection, the entire interest of the Participant
                  shall be distributed to his/her Designated Beneficiary within
                  five (5) years after such Participant's death; provided,
                  however, that such five-year rule shall not be applicable to
                  any portion of the Participant's interest under the Plan which
                  is payable to any individual designated by the Participant as
                  his/her Designated Beneficiary if:

                  (i)      such portion will be distributed (in accordance with
                           regulations prescribed by the Secretary of the
                           Treasury) over the life of such Designated
                           Beneficiary, and

                  (ii)     such distributions to such Designated Beneficiary
                           begin not later than one year after the date of the
                           Participant's death or such later date as the
                           Secretary of the Treasury may by regulations
                           prescribe or, if such Designated Beneficiary is the
                           Participant's surviving spouse, not later than the
                           date on which the Participant would have attained age
                           70-1/2.

         (4)      If the Participant's surviving spouse is his/her Designated
                  Beneficiary and such spouse dies before the distributions to
                  such spouse begin, paragraph (3) shall be applied as if the
                  surviving spouse were the Participant.


                                       34


         (5)      Under regulations prescribed by the Secretary of the Treasury,
                  for purposes of this subsection, any amount paid to a child
                  shall be treated as if it had been paid to the surviving
                  spouse if such amount will become payable to the surviving
                  spouse upon such child reaching majority (or other designated
                  event permitted under such regulations).

SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Each Participant who has forfeited any Company Contributions or ESOP
Contributions has the right to gain restoration of the forfeited Company
Contributions and ESOP Contributions. A Participant who (i) terminates
participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article
XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his
Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of
the third paragraph of Section 2 of Article VI and (iv) subsequently becomes
rehired by the Controlled Group, will have the right within the earlier of (1)
five (5) years after re-employment or (2) the close of five (5) consecutive
Severance Periods commencing after the date of distribution, to restore to the
Account the dollar value of the previously forfeited Company Contributions and
ESOP Contributions by contributing back to the Account the total lump sum amount
(dollar value as of the date of distribution) of the distribution which caused
the forfeiture.

SECTION 8. DETERMINATION OF VALUE

Determinations of value hereunder shall be made pursuant to an annual valuation
by the Trustee at the fair market value as of the close of business on the
annual valuation date to be established by the Trustee. If no such date is
established, the annual valuation date shall be the last day of the Plan Year.
Interim valuations, or partial valuations of one or more of the investment
funds, may occur upon the direction of the Committee. The then current value of
a Participant's Account, or any part thereof, as of any date, shall be
determined by reference to the valuation (whether or not the annual valuation)
coincident with or last preceding the date as of which such Account is to be
valued.


                                       35


                                  ARTICLE XII
                         MAXIMUM CONTRIBUTION LIMITATION

SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c)

(a)      MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's
         Account shall not exceed the lesser of (i) $30,000 (as adjusted,
         effective January 1, 1995, pursuant to Section 415(d) of the Code) or
         (ii) twenty-five percent (25%) of the Participant's Compensation (as
         defined in paragraph (d) below) for that Plan Year. The Compensation
         limitation in (a)(ii) above shall not apply to amounts treated as
         Annual Additions under Sections 415(l)(1) or 419A(f)(2) of the Code.

         The term "annual addition" means the amount allocated to a
         Participant's Account during the limitation year (as hereinafter
         defined) that constitutes:

                  1.       Forfeitures;

                  2.       all Employee contributions; and

                  3.       amounts allocated to an individual medical account,
                           as defined in section 415(1)(2) of the Code, which is
                           part of a pension or annuity plan maintained by the
                           Company are treated as annual additions to a defined
                           contribution plan. Also amounts derived from
                           contributions paid or accrued which are attributable
                           to post-retirement medical benefits, allocated to the
                           separate account of a key employee, as defined in
                           section 419A(d)(3) of the Code, under a welfare
                           benefit fund, as defined in section 419(e) of the
                           Code, maintained by the Company are treated as annual
                           additions to a defined contribution plan.

                  4.       all Company Contributions

         Any amount which may be excluded from the computation of annual
         additions under Treas. Reg. 1.415-6 shall be excluded from such
         computation.

         In addition, all defined contribution plans of the Company, terminated
         or not, shall, for purposes of these limitations, be considered as one
         Plan.

(b)      LIMITATION YEAR: For purposes of determining "annual additions", the
         Limitation Year shall be the Plan Year.

(c)      In the case of a group of Companies which constitutes a controlled
         group of corporations (as defined in Section 1563(a) of the Code), all
         such Companies shall be considered a single Company or employer for
         purposes of applying the limitation of Section 415 of the Code.

(d)      COMPENSATION. For purposes of this Section 1, Compensation shall mean
         compensation within the meaning of Section 415(c)(3) of the Code and
         the regulations thereunder. For limitation years beginning on and after
         January 1, 2001, for purposes of applying the limitations described in
         this section, compensation paid or made available during such

                                       36


         limitation years shall include elective amounts that are not includible
         in the gross income of the Employee by reason of Section 132(f)(4) of
         the Code.

(e)      ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the
         allocation of forfeitures, a reasonable error in estimating a
         Participant's Compensation, or under other facts and circumstances
         provided for under Treasury Regulation 1.415- 6(b)(6), the annual
         addition to a Participant would exceed the maximum provided in this
         Section 1, the administrator shall return any voluntary Participant
         contributions credited for the Limitation Year to the extent the return
         would reduce the excess amounts in the Participant's Accounts; to the
         extent excess amounts continue to exist, the excess amounts shall be
         allocated and reallocated to other Participants in the Plan. However,
         if such allocation or reallocation of the excess amounts causes the
         limitations of Section 415 to be exceeded with respect to each Plan
         Participant for the Limitation Year, then such amounts shall be held
         unallocated in a suspense account (the "Section 415 Suspense Account").
         If a Section 415 Suspense Account is in existence at any time during a
         particular Limitation Year, other than the Limitation Year described in
         the preceding sentence, all amounts in the Section 415 Suspense Account
         shall be allocated and reallocated (subject to the limitations of
         Section 415) before any contributions by the Company which would
         constitute annual additions may be made to the Plan for that Limitation
         Year. The Section 415 Suspense Account shall not share in any earnings
         or losses of the Trust Fund.

SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE

This Section 2 shall not apply after December 31, 1999.

(a)      Except as otherwise provided in Section 415(e) of the Code, in any case
         in which an individual is a participant in both a defined benefit plan
         and a defined contribution plan maintained by the Affiliated Group, the
         sum of the defined benefit plan fraction and the defined contribution
         plan fraction for any Plan Year commencing on or after the Effective
         Date shall not exceed 1. For purposes of the preceding sentence,

         (1)      the defined benefit plan fraction for any Plan Year is a
                  fraction (i) the numerator of which is the projected annual
                  benefit of the participant under the plan (determined as of
                  the close of the Plan Year), and (ii) the denominator of which
                  is the lesser of (A) the product of 1.25, multiplied by the
                  dollar limitation in effect under Section 415(b)(1)(A) of the
                  Code for such Year, or (B) the product of 1.4, multiplied by
                  the amount which may be taken into account under Section
                  415(b)(l)(B) of the Code with respect to such participant
                  under the plan for such Year; and

         (2)      the defined contribution plan fraction for any Plan Year is a
                  fraction (i) the numerator of which is the sum of the annual
                  additions to the participant's account as of the close of the
                  Plan Year and for all prior Plan Years, and (ii) the
                  denominator of which is the sum of the lesser of the following
                  amounts determined for such Plan Year and for each prior Plan
                  Year of service with the Affiliated Group;


                                       37


                           (A)      the product of 1.25, multiplied by the
                                    dollar limitation in effect under Section
                                    415(c)(1)(A) of the Code for such Plan Year,
                                    or

                           (B)      the product of 1.4, multiplied by the amount
                                    which may be taken into account under
                                    Section 415(c)(1)(B) of the Code with
                                    respect to such participant under such plan
                                    for such Plan Year.

         (b)      Such reductions as are necessary to comply with the
                  limitations of this Section with respect to a Participant in
                  this Plan shall be made in his/her accrued benefit in
                  accordance with applicable law; provided, however, that
                  reductions shall first be made in accrued benefits in
                  accordance with the provisions of any defined contribution
                  plan of a controlled group member in which the Participant
                  also participates prior to reduction in annual additions
                  pursuant to a defined benefit plan, and to that end the
                  Company shall reduce such accrued benefits to the extent
                  necessary so that the defined contribution fraction set forth
                  in Subsection (a) (1) of this Section is reduced so that such
                  limitations are not exceeded, and reduction of annual
                  additions shall then be made in accordance with the provisions
                  of this Plan as are necessary to comply with the limitations
                  of this Section.

SECTION 3. ANTI-DISCRIMINATION TEST

Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of
a Participant shall be limited, to the extent necessary to satisfy the
anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan
Year the Average Actual Deferral Percentage for the Highly Compensated Employees
with respect to any Plan Year shall not exceed the greater of (a) or (b):

(a)      The average Actual Deferral Percentage for the Eligible Employees who
         are Non- Highly Compensated Employees for the Plan Year multiplied by
         1.25, or

(b)      The Actual Deferral Percentage for the Eligible Employees who are
         Non-Highly Compensated Employees multiplied by 2; provided, however,
         that the Average Actual Deferral Percentage for the Highly Compensated
         Employees may not exceed the Actual Deferral Percentage for the
         Eligible Employees who are Non-Highly Compensated Employees by more
         than two (2) percentage points (or such lesser amount as determined by
         the Secretary of Treasury).

         If, at any time during a Plan Year, the Actual Deferral Percentage for
         the Highly Compensated Employees exceeds or is reasonably expected by
         the Committee to exceed the greater of (a) or (b) above, then the
         Committee, in its sole and absolute discretion, shall distribute the
         Excess Contributions (as hereinafter defined) and income allocable to
         the contributions to the Highly Compensated Employees on whose behalf
         such Excess Contributions were made. For purposes of this Section 3,
         Excess Contributions shall mean the amount determined pursuant to
         Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution
         shall be reduced, as determined by Secretary of the Treasury, by the
         amount of any Excess Deferrals which are distributed to the Participant
         pursuant to Section 1 of Article III. Any distribution of the Excess
         Contributions shall be made to each Highly Compensated Employee based
         on his respective portion of the Excess Contributions by reducing the
         amount of Pre-Tax Savings Plan Contributions


                                       38


         actually paid over to the Trust on behalf of the Employee whose Pre-Tax
         Savings Plan Contribution is the greatest of the Highly Compensated
         Employees until such Participant's Pre-Tax Savings Plan Contribution is
         equal to the Pre-Tax Savings Plan Contribution of the Highly
         Compensated Employees whose Pre-Tax Savings Plan Contribution is the
         second greatest and continuing to prospectively reduce the amount of
         Company Contributions to be paid over to the Trust on behalf of the
         Highly Compensated Employees in a like manner until the Actual Deferral
         Percentage of the Highly Compensated Employees equals (by rounding up)
         for the Plan Year the greater of (a) or (b) above.

         The income allocable to a Participant's Excess Contributions shall be
         determined by multiplying the income allocable to the Participant's
         Pre-tax Savings Plan Contribution by a fraction, the numerator of which
         is the Participant's Excess Contribution and the denominator of which
         is the Participant's balance in his Company Wage Reduction Contribution
         Account as of the last day of the Plan Year.

         The Excess Contributions which would otherwise be distributed to the
         Participant shall be adjusted for income; shall be reduced, in
         accordance with regulations, by the amount of Excess Deferrals
         distributed to the Participant; shall, if there is a loss allocable to
         the Excess Contributions, in no event be less than the lesser of the
         Participant's Accounts under the Plan or the Participant's Company Wage
         Reduction Contribution for the Plan Year.

         Amounts distributed under this Section 3 shall be treated as a
         reduction in the amount of Compensation to be reduced pursuant to
         Section 1 of Article III by each Participant.

         In calculating the actual deferral percentage for purposes of section
         401(k), the actual deferral ratio of a Highly Compensated Employee will
         be determined by treating all cash or deferred arrangements under which
         the Highly Compensated Employee is eligible (other than those that may
         not be permissively aggregated) as a single arrangement.

         This paragraph shall apply until January 1, 1997. In the case of a
         Highly Compensated Employee who is one of the ten most Highly
         Compensated Employees and is thereby subject to the family aggregation
         rules of Section 414(q)(6), the actual deferral ratio (ADR) for the
         family group (which is treated as one Highly Compensated Employee) is
         the ADR determined by combining the elective contributions,
         compensation and amounts treated as elective contributions of all
         eligible family members. Except to the extent taken into account in the
         preceding sentence, the elective contributions, compensation, and
         amounts treated as elective contributions of all family members are
         disregarded in determining the Actual Deferral Percentages for the
         groups of Highly Compensated Employees and nonhighly compensated
         employees.

         This paragraph shall apply until January 1, 1997. In the case of a
         Highly Compensated Employee whose ADR is determined under the family
         aggregation rules, the determination of the amount of excess
         contributions shall be made as follows: The ADR is reduced in
         accordance with the "leveling" method described in section
         1.401(k)-1(f)(2)


                                       39


         of the regulations and the excess contributions are allocated among the
         family members in proportion to the contributions of each family member
         that have been combined.

         Failure to correct Excess Contributions by the close of the Plan Year
         following the Plan Year for which they were made will cause the Plan to
         fail to satisfy the requirements of Code Section 401(k)(3) for the Plan
         Year for which the Excess Contributions were made and for all
         subsequent years they remain in the Trust Fund. The Company will be
         liable for a ten percent (10%) excise tax on the amount of Excess
         Contributions unless they are corrected within two and one-half (2 1/2)
         months after the close of the Plan Year for which they were made.

         To the extent required by the Code and Treasury Regulations, the
         limitations set forth in Section 2 shall be applied separately to each
         of the Non-ESOP Feature and the ESOP Feature. Notwithstanding the
         foregoing, for purposes of applying this Section 3 for any Plan Year in
         which

(c)      the ESOP Feature is maintained, and

(d)      the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are
         not satisfied a single Actual Deferral Percentage will be calculated
         for the group of eligible Employees who are Highly Compensated
         Employees and a single Actual Deferral Percentage will be calculated
         for the group of Eligible Employees who are Non-Highly Compensated
         Employees for the Plan Year, notwithstanding the existence of the ESOP
         portion of the Plan and the disaggregation rules of Treasury Regulation
         Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact
         that, notwithstanding the ESOP, all Pre-Tax Savings Plan Contributions
         made in such Plan Year are allocated to the Pre-Tax Savings Plan
         Contributions subaccount of the Participant's Non-ESOP Account in such
         Plan Year (including any Pre-Tax Savings Plan Contributions that are
         invested in Common Stock) and such account is not part of the ESOP, and
         all Company Contributions made in such Plan Year are allocated to the
         Company Contribution subaccount of the Participant's Non-ESOP Account
         in such Plan Year (including any Company Contributions that are
         invested in Common Stock) and such account is not part of the ESOP.



                                       40


                                  ARTICLE XIII
                                    RESERVED



                                       41


                                  ARTICLE XIV
                           ADMINISTRATION OF THE PLAN

SECTION 1. SAVINGS PLAN COMMITTEE

The Plan shall be administered by the Defined Contribution Plan Committee which
shall be appointed by the Board of Directors of the Company.

The Committee shall consist of at least three (3) members who shall be
designated from time to time by the Board of Directors of the Company, and shall
act by at least a majority of members.

The Committee, by a majority vote of its members, shall appoint a plan
administrator, chairman and secretary. The plan administrator as appointed by
the Committee shall be the "Named Fiduciary" of the Plan with respect to
administrative matters, and the Trustee shall be the "Named Fiduciary" with
respect to the handling of Plan assets.

The Board of Directors shall, from time to time, notify the Trustee of the
number and the identity of the members of the Committee and the Trustee shall be
entitled to rely upon such notices.

SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE

The Committee shall adopt such uniform and nondiscriminatory administrative
regulations under the Plan as it shall deem to be necessary or appropriate for
the efficient administration of the Plan.

The Committee shall have sole and absolute discretion to interpret the
provisions of the Plan or Trust Agreement (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan or Trust Agreement),
to make factual findings with respect to any issue arising under the Plan, to
determine the rights and status under the Plan of Participants and other
persons, to decide disputes arising under the Plan and to make any
determinations and factual and other findings with respect to the benefits
payable thereunder and the persons entitled thereto as may be required for the
purposes of the Plan. In furtherance of, but without limiting, the foregoing,
the Committee is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Committee):

(a)      to resolve questions (including factual questions) arising under the
         provisions of the Plan as to any individual's entitlement to become a
         Participant;

(b)      to determine the amount of benefits, if any, payable to any person
         under the Plan (including, to the extent necessary, making any factual
         findings with respect thereto); and

(c)      to conduct the review procedure specified in Section 3(g) of this
         Article.

The Committee shall have full power and authority to administer the Plan and to
interpret its provisions, and its interpretations shall be final and binding
upon the Company, its personnel, the


                                       42


Union, the Trustee and all other parties in interest, subject to the provisions
of Section 3 of this Article.

SECTION 3. FIDUCIARY PROVISIONS

(a)      Named Fiduciaries

         Among the named fiduciaries under the Plan shall be the Company, and
         the Trustee, investment advisors or insurance companies, each of which
         shall have such powers, duties, responsibilities and authority as shall
         be specified in the Plan or trust agreement entered into for the
         purpose of managing the Trust Fund, subject to any delegation thereof
         as provided in the Plan or such trust agreement. Any other person,
         entity, committee, board, department, office, or identifiable part of
         any legal entity may be designated by the Company as a named fiduciary
         by an instrument signed by the Company, delivered to such designated
         named fiduciary and to the Trustee and accepted in writing by the
         designated named fiduciary. Any such designation may be terminated at
         any time by the Company or by such named fiduciary by written notice
         delivered to the other of them and to the Trustee.

(b)      Liability of Fiduciaries

         To the extent permitted by law, (1) neither the Company nor any
         director, officer, or Employee shall be personally liable upon any
         contract or other instrument made or executed by him/her or it or in
         his/her or its behalf in the administration of the Plan or the Trust
         Fund; (2) neither the Company nor any director, officer, or Employee
         who is a fiduciary shall be liable for the neglect, omission or
         wrongdoing of any other fiduciary; (3) the Company, person, committee
         or board and each member thereof to whom the Company delegates (or the
         Plan or trust agreement assigns) any duty with respect to the Plan or
         Trust Fund, may rely and shall be fully entitled to act upon the advice
         of counsel, who may be of counsel for the Company, and upon the
         opinion, certificate, valuation, report, recommendation or
         determination of an actuary appointed by the Company to assist in the
         operation of the Plan; (4) the Company and each director, officer, or
         Employee who is a fiduciary shall be solely responsible for his/her own
         acts or omissions; and (5) if any responsibility of the Company or of a
         director, officer, or Employee who is a fiduciary is allocated to any
         other person or if a person is designated to carry out any
         responsibility in accordance with the provisions of the Plan or trust
         agreement, then such fiduciary shall not be responsible for any act or
         omission of such person in carrying out such responsibility.

(c)      Delegation of Fiduciary Duties

         The Company may delegate to any person, entity, committee, board,
         department, office, or identifiable part of any legal entity any one or
         more powers, functions, duties or responsibilities with respect to the
         Plan or the Trust Fund, provided that no such power, function, duty or
         responsibility which is assigned to a fiduciary (other than the
         Company) pursuant to some other Section of the Plan or the trust
         agreement shall be so delegated without the written consent of such
         fiduciary.


                                       43


         Any delegation pursuant to the preceding provisions: (1) shall be
         signed by the Company and be delivered to and accepted in writing by
         the delegate, (2) shall contain such provisions and conditions relating
         to such delegation as the Company deems appropriate, (3) may be amended
         from time to time by written agreement signed on behalf of the Company
         and the delegate and (4) may be revoked (in whole or in part) at any
         time by written notice from the Company delivered to the delegate or
         from the delegate to the Company.

(d)      Personal Liability of Non-Fiduciaries

         Except for gross neglect or malfeasance, no non-fiduciary officers,
         directors or Employees of the Company shall be personally liable for
         acts done hereunder or related hereto, or for the making, retention or
         sale of any contract or contracts made as herein provided, or for the
         failure to invest or reinvest any funds or for any loss to or
         diminution of the Trust Fund, nor shall any of them be personally
         liable for or answerable to any Participant or any other person in
         connection with any exercise of discretion under the terms of this
         instrument relating to the payment or non-payment of benefits.

(e)      Defense of Fiduciaries and Non-Fiduciaries

         The Company shall, at its expense, defend or provide for the defense of
         any or all fiduciary or non-fiduciary officers, directors or employees
         of the Company against any such claims, allegations, suits, or charges
         relating to or incidental to the above matter, and shall continue to do
         so in any given cases, unless and until it shall clearly appear that
         gross neglect or malfeasance is involved in any such particular case.

(f)      Claims for Benefits

         Claims for benefits from this Plan shall be submitted to the designated
         representative of the Committee on such forms as may be designated by
         the Committee.

(g)      Appeals Procedure

         Upon the denial of any form of benefit, either partial or total, the
         Participant or Designated Beneficiary shall have the right to receive
         from the Committee a written notice stating:

         (1)      The specific reason for denial,

         (2)      The pertinent Section of the Plan on which the denial was
                  based,

         (3)      Other information the Committee may feel necessary to explain
                  the denial, and

         (4)      An explanation of the claims review procedure.

         The Participant, Designated Beneficiary or a duly authorized
         representative, may, within ninety (90) days of such denial, file with
         the Plan Administrator an appeal for review of denial of benefits. In
         considering any appeal pursuant to this Section 3(g), the Plan


                                       44


         Administrator shall have the same powers to interpret the Plan and make
         factual findings with respect thereto as are granted to the Committee
         under Section 2 hereof. The Participant, Designated Beneficiary or duly
         authorized representative shall have the right to examine all pertinent
         documents relating to the original denial within sixty (60) days of the
         filing date of such appeal, the Committee shall review such appeal and
         provide the Participant a decision as to denial or approval. Such
         decision shall be in writing and shall cover all pertinent facts
         considered in making the decision.

SECTION 4. ACTION BY THE COMPANY

Any action by the Company under this Plan shall be made pursuant to
authorization of its Board of Directors.

SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS

The Trustee and the Committee may, by agreement in writing, arrange for the
delegation by the Trustee to the Company of any of the functions of the Trustee,
except the custody and distribution of assets, the voting of Common Stock held
by the Trustee, and the purchase and sale or redemption of securities.

SECTION 6. DUTIES OF THE TRUSTEE

The Trustee shall keep accurate and detailed accounts of all investments,
receipts and disbursements and other transactions.

The Trustee shall annually, following the close of each Plan Year, revalue and
adjust each Participant's Account at its current market value at the end of the
Plan Year.

The Trustee shall furnish at least annually to each Participant a statement
showing the status of his/her Account under the Plan. This statement shall be
deemed to have been accepted as correct unless written notice to the contrary is
received by the Trustee within thirty (30) days after its mailing or delivery
(if distribution is other than by mail) to a Participant.

SECTION 7. ACCOUNTS OF THE TRUSTEE

The annual financial statement of the Plan shall be audited annually by auditors
selected by the Company.

SECTION 8. RECORDS

The records of the Trustee, Committee and the Company shall be conclusive with
respect to all matters involved in the administration of this Plan.

SECTION 9. VOTING OF COMMON STOCK

(a)      Each Participant shall have the right to direct the Trustee as to the
         manner in which voting rights with respect to shares of Common Stock
         held in the Participant's Account shall be exercised.


                                       45


(b)      In order to implement the voting rights granted in this Section, the
         Company shall furnish to the Trustee such information as will be
         distributed to shareholders of the Company in connection with each such
         vote and a form for the use by Participants in directing the Trustee as
         to the manner in which voting rights shall be exercised (the
         "Documents"), in quantities approximately equal to the number of
         Participants holding shares of Common Stock in Accounts at the time of
         such distribution. The Trustee shall use its best efforts to distribute
         or cause to be distributed to each Participant the Documents as soon as
         practicable following the furnishing of the Documents to the Trustee.
         The Trustee will follow the written directions of each Participant with
         respect to the voting of the shares of Common Stock held in such
         Participant's Account, provided that such written directions are
         received by the Trustee by the close of business two (2) days prior to
         the time such shares must be voted. Any such written direction by a
         Participant to the Trustee shall be effective as of the date such
         direction is received by the Trustee. Each Participant shall be
         permitted to revoke or change such direction, provided such revocation
         or change is received in writing by the Trustee by the close of
         business two (2) days prior to the time such shares of Common Stock
         must be voted.

(c)      In the absence of written direction from a Participant in accordance
         with Section 9(b) of this Article, the Trustee shall vote all shares of
         Common Stock held in such Participant's Account in the same manner in
         which the Trustee is directed by Participants, pursuant to Section 9(b)
         of this Article, to vote the majority of the aggregate shares of Common
         Stock held in such Participants' Accounts unless the Trustee is
         required, by ERISA, to vote the stock in a different manner.

(d)      The right granted to each Participant pursuant to this Section 9 to
         direct the manner in which shares of Common Stock allocated to such
         Participant's Account are voted, and the provisions instructing the
         Trustee regarding the manner in which voting rights with respect to
         such shares shall be exercised in the absence of written directions
         from a Participant, shall include the manner in which the rights with
         respect to corporate action by shareholder consent is exercised.

(e)      The Designated Beneficiary of each Participant shall be entitled to
         receive all distributions of Documents and to exercise all of the
         rights granted to each such Participant pursuant to this Section 9 in
         the event of the death of such Participant.

SECTION 10. NOTICES

All notices, reports and statements given, made, delivered or transmitted to a
Participant shall be duly given, made, delivered or transmitted as the Committee
may deem appropriate.

Written directions, notices and other communications from Participants to the
Committee shall be in such form as may be prescribed by the Committee.

Such written directions, notices and other communications shall be mailed by
first class mail or delivered to the secretary of the Committee and shall be
deemed to have been given when received by the secretary or his/her duly
authorized representative.


                                       46


SECTION 11. COSTS AND EXPENSES

Except as provided in Article XV Section 3 with respect to transaction expenses,
all costs and expenses incurred in the administration of the Plan shall be paid
by the Company; provided, however, that any taxes which may be imposed on the
income or the assets of the trust shall be paid out of the assets in the hands
of the Trustee and shall be charged ratably against the Accounts of the
Participants. Notwithstanding the foregoing, any taxes incurred by reason of
specific investments or transactions shall be charged against those Accounts of
the Participants which were involved in such investments or transactions on the
basis of the respective interests of such Accounts in the investments or
transactions generating such tax liability.

SECTION 12. MISCELLANEOUS

(a)      Construction Of Agreement

         The Plan shall be governed by and construed in accordance with the laws
         of the State of Ohio, to the extent those laws have not been superseded
         by Federal law (which shall otherwise apply).

(b)      Participant's Rights

         Participation in the Plan by a Participant shall in no way affect any
         of the Company's rights as contained in the Basic Labor Agreement
         between the Company and the Union.

(c)      Headings

         The headings and captions contained in this document are for
         convenience of reference only, and are not deemed to constitute a part
         of the Plan.

(d)      Against Public Policy

         Should any provision (or part of any provision) of this Plan be
         determined by a court of competent jurisdiction to be contrary to law
         or unenforceable as a matter of public policy, such provision shall be
         considered severable, and this Plan shall be considered not to include
         the provision in issue. The Plan shall be construed by the Committee,
         by the Plan Administrator, and all other persons relying on this
         document as though such provision (or part thereof) did not exist, and
         the Plan shall be applied and enforced in the manner determined by the
         Plan Administrator to be most nearly consistent with the deleted
         provision as is permissible under law and public policy.

(e)      Certain Reversions to the Company Permitted

         Reversions of contributions to the Company will be permitted to the
         extent provided by Section 403(c) of ERISA.

         Any contribution made by the Company because of a mistake of fact must
         be returned to the Company within one year of the contribution.


                                       47


         In the event the deduction of a contribution made by the Company is
         disallowed under section 404 of the Code, such contribution (to the
         extent disallowed) must be returned to the Company within one year of
         the disallowance of the deduction.

         In the event that the Commissioner of Internal Revenue determines that
         the plan is not initially qualified under the Internal Revenue Code,
         any contribution made incident to that initial qualification by the
         Company must be returned to the Company within one year after the date
         the initial qualification is denied, but only if the application for
         the qualification is made by the time prescribed by law for filing the
         Company's return for the taxable year in which the plan is adopted, or
         such later date as the Secretary of the Treasury may prescribe.

(f)      Payment to Minor or Incompetent Person

         In the event that any benefit payable under this Plan is payable to or
         for the benefit of a minor, an incompetent person, or other person
         incapable of receipting therefor, such benefit shall be deemed paid
         when paid to such person's guardian or to the party providing or
         reasonably appearing to provide for the care of such person, and such
         payment shall fully discharge the Trustee, the Plan Administrator, the
         Company and all other parties with respect thereto.

(g)      Forfeiture if Participant or Designated Beneficiary Cannot Be Located

         In the event that any benefit payable under this Plan to any
         Participant or Designated Beneficiary cannot be paid because the proper
         payee cannot be located or identified by the Trustee, such benefit
         shall be deemed forfeited thirty-six (36) months from the date on which
         the Trustee or Plan Administrator first attempted to locate such payee,
         provided, however, that upon presentation by such proper payee of a
         subsequent claim for such forfeited benefit, the full amount of the
         forfeited benefit shall be restored.

(h)      Merger or Consolidation

         In the event of the merger or consolidation of this Plan (or any part
         thereof) into any other plan, or the transfer to or from this Plan of
         any of the assets held for the benefit of Participants and Designated
         Beneficiaries, each Participant and Designated Beneficiary affected by
         such merger, consolidation or transfer shall have an accrued benefit in
         the surviving or transferee plan (determined as if such plan were then
         terminated immediately after such merger, consolidation or transfer)
         that is equal to or greater than his/her accrued benefit to which
         he/she would have been entitled, had the Plan been terminated
         immediately prior to the occurrence of such merger, consolidation or
         transfer.

(i)      Electronic Media

         Notwithstanding any provision of the Plan to the contrary, including
         any provision which requires the use of a written instrument, to the
         extent permitted by applicable law, the Committee may establish
         procedures for the use of electronic media in communications and
         transactions between the Plan or the Committee and Participants and
         Beneficiaries. Electronic media may


                                       48


include, but are not limited to, e-mail, the Internet, intranet systems and
automated telephonic response systems.

(j)      Plan Conversions

         Notwithstanding any provision of the Plan to the contrary, during any
         conversion period, in accordance with procedures established by the
         Committee, the Committee may temporarily suspend, in whole or in part,
         certain provisions of the Plan, which may include, but are not limited
         to, a Participant's right to change his contribution election, a
         Participant's right to change his investment election and a
         Participant's right to borrow or withdraw from his Account or obtain a
         distribution for his Account.

SECTION 13. DESIGNATION OF TRUSTEE

In order to implement the Plan, the Company will enter into a trust agreement
with the Trustee to the end that contributions of the Participants and the
contributions of the Company shall be invested in accordance with the provisions
of this Plan and shall be held in Trust for the exclusive benefit of the
Participants or their Designated Beneficiaries.

The Company may, without further reference to or action by any Participant, from
time to time, enter into such further agreements with the Trustee or other
parties and make such amendments to said trust agreements or said further
agreements as it may be necessary or desirable to carry out the Plan, may from
time to time designate a successor Trustee or successor Trustees, or may take
such other steps to execute such other instruments as it may deem necessary or
desirable to put the Plan into effect or to carry out the provisions thereof.

SECTION 14. TENDER AND EXCHANGE OFFERS

Notwithstanding any other provision contained herein to the contrary (including,
without limitation, the provisions of ARTICLE XIII), in the event the Trustee
receives (i) any tender offer which is subject to Section 14(d)(1) of the
Securities Exchange Act of 1934, as amended from time to time, and to
regulations promulgated thereunder, or (ii) any other offer or option to buy or
exchange more than thirty (30) percent of the outstanding shares of Common
Stock, the provisions of this Section 14 of ARTICLE XIV shall apply.

(a)      Each Participant shall have the right to direct the Trustee as to
         whether to tender and sell or exchange pursuant to such offer any whole
         and fractional shares of Common Stock held in the Participant's
         Account.

(b)      In order to implement the rights granted in this Section 14 of ARTICLE
         XIV, the Company shall furnish to the Trustee such information as may
         be distributed by it to shareholders of the Company in connection with
         each such offer (the "Tender Document"), in quantities approximately
         equal to the number of Participants holding shares of Common Stock in
         Accounts at the time of such distribution. The Trustee shall use its
         best efforts to distribute or cause to be distributed to each
         Participant the Tender Documents together with all other materials that
         the Trustee receives as a shareholder from any other party with respect
         to such offer (the "Additional Tender Documents") and a form prepared
         by the Trustee for the use by Participants in directing the Trustee as
         to whether or not shares


                                       49


         of Common Stock in the Participants' Accounts shall be tendered and
         sold or exchanged as soon as practicable following the furnishing of
         the Tender Documents and Additional Tender Documents to the Trustee.
         The Trustee will follow the written directions of each Participant with
         respect to the tender, and sale or exchange if the tender is accepted,
         of the whole and fractional shares of Common Stock held in such
         Participant's Account, provided that such written directions are
         received by the Trustee by the close of business two (2) days prior to
         the time such shares must be tendered. Any such written direction by a
         Participant to the Trustee shall be effective as of the date such
         direction is received by the Trustee. Each Participant shall be
         permitted to revoke or change such direction, provided such revocation
         or change is received in writing by the Trustee by the close of
         business two (2) days prior to the time such shares of Common Stock
         must be tendered. The Trustee shall tender all shares of Common Stock
         as to which valid and timely directions to do so have been received by
         it and have not been subsequently timely revoked prior to the
         expiration date of the offer to which the directions relate, and, to
         the extent the tender is accepted, the shares so tendered shall be sold
         or exchanged as soon as practical thereafter. Each Participant may
         direct the Trustee to withdraw any shares of Common Stock in the
         Participant's Account which were previously tendered, and the Trustee
         shall withdraw such shares of Common Stock prior to the withdrawal date
         of the offer, provided such direction is received in writing by the
         Trustee by the close of business two (2) days prior to the withdrawal
         date of the offer. Any and all directions given to the Trustee by any
         Participant pursuant to this Section 14 of ARTICLE XIV shall remain in
         the strict confidence of the Trustee.

(c)      In the absence of written direction from a Participant in accordance
         with Section 14(b) of ARTICLE XIV, the Trustee shall tender, and sell
         or exchange in the event the tender is accepted, at the times provided
         in Section 14(b) of ARTICLE XIV, all whole and fractional shares of
         Common Stock held in such Participant's Account only if the Trustee is
         directed by Participant, pursuant to Section 14(b) of ARTICLE XIV, to
         tender and sell or exchange the majority of the aggregate shares of
         Common Stock held in such Participants' Accounts.

(d)      The Designated Beneficiary of each Participant shall be entitled to
         receive all distributions of Tender Documents and Additional Tender
         Documents and to exercise all of the rights granted to each such
         Participant pursuant to this Section 14 of ARTICLE XIV in the event of
         the death of such Participant.

(e)      The price at which sales of the Company's Common Stock in accordance
         with this Section 14 of ARTICLE XIV pursuant to a tender or exchange
         offer described herein shall be credited to the Participants' Accounts
         shall be the price paid in connection with the tender or exchange
         offer. Shares of Common Stock sold in accordance with this Section 14
         of ARTICLE XIV pursuant to a tender of exchange offer described herein
         shall not be considered in computing weighted average price under
         Section 2 of ARTICLE XV. The cash proceeds from the sale or exchange of
         any shares of Common Stock tendered and sold or exchanged pursuant to
         this Section 14 of ARTICLE XIV shall be invested in accordance with the
         terms of the Plan. If, as a result of a tender and sale or exchange,
         the Trustee receives securities or other property, such securities or
         property shall be held or reinvested in accordance with the terms of
         the Plan. Any shares of Common Stock


                                       50


         tendered or offered but not purchased or exchanged shall be held or
         reinvested by the Trustee in the trust created under this Plan in
         accordance with the terms of the Plan.

(f)      Transactions in the Company's Common Stock pursuant to a tender or
         exchange offer in accordance with this Section 14 of ARTICLE XIV need
         not be made through the facilities of the New York Stock Exchange.

(g)      The Account of each Participant for whom the Trustee has sold or
         exchanged shares of Common Stock in connection with any tender offer or
         exchange offer described in this Section 14 of ARTICLE XIV shall be
         charged with a pro rata share of all expenses incurred by the Trustee
         in all sales or exchanges pursuant to such offer.




                                       51


                                   ARTICLE XV
                       SECURITIES TRANSACTIONS BY TRUSTEE

SECTION 1. TRANSACTION PERIOD

For convenience in administration, the Committee and the Trustee shall establish
a period for (a) the purchase and sale of Mutual Fund shares or the Company's
Common Stock or (b) the deposit and withdrawal of Cash With Interest, which
shall be known as a Transaction Period. The Transaction Period shall commence at
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the
next succeeding day when both the Trustee and the New York Stock Exchange are
open for business. All purchases and sales of the Company's Common Stock or
Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by
the Trustee during the Transaction Period shall be in accordance with the
instructions and directions of the Participants (or of the Company as to
purchases of the Company's Common Stock with amounts to be credited to a
Participant's Account from Company Contributions attributable to Participant's
Contributions) which are received during a Transaction Period. The Trustee shall
not be required to respond to any subsequent instruction or direction received
during any Transaction Period until the next succeeding Transaction Period.

SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS

The transaction price for purchases and sales of Company's Common Stock shall be
determined based upon the closing price of the Company's Common Stock on the New
York Stock Exchange on a day when both the Trustee and the New York Stock
Exchange are open for business, times the total number of shares of the
Company's Common Stock in the Common Stock pooled account, plus uninvested cash
and accrued income, divided by the number of shares in the Common Stock pooled
account.

The transaction price for purchases and sales in each of the Mutual Funds shall
be determined based upon the closing price of each such Mutual Funds on a day
when both the Trustee and the New York Stock Exchange are open for business,
times the total number of shares in each such Mutual Funds pooled account, plus
uninvested cash and accrued income; divided by the total number of shares of
each such Mutual Funds pooled account.

Purchases and sales of the Cash With Interest Investment Option shall be charged
or credited on the basis of actual purchase and sale prices for the particular
transaction.

SECTION 3. ALLOCATING TRANSACTION EXPENSE

Each Participant for whom the Trustee has sold and/or purchased shares in one or
more of the Investment Options available in the Plan pursuant to the
Participant's specific investment directions shall be charged for the expenses
incurred by the Plan in the exercise of the Participant's specific investment
option direction.

SECTION 4. REGISTRATION OF SECURITIES

Securities held by the Trustee may be registered in the name of the Trustee or
its nominee.



                                       52


SECTION 5. MISCELLANEOUS

The Trustee shall invest in the Company's Common Stock Investment Option, the
Cash With Interest Investment Option, or Mutual Fund Investment Option as
promptly as practicable after the receipt of Employee contributions.
Contributions temporarily held for investment in one of the Investment Options
shall be invested by the Trustee in a short term fund approved by the Committee.
All Transactions in the Company's Common Stock shall be made through the
facilities of the New York Stock Exchange except for the purchase of stock from
the Company as provided in Section 4 of Article V.


                                       53


                                   ARTICLE XVI
                                  ASSIGNABILITY

It is a condition of the Plan, and all rights of each Participant shall be
subject thereto, that, except as provided in a qualified domestic relations
order as defined in Section 414(p) of the Code, no right or interest of any
Participant in the Plan or in the Account shall be assignable or transferable in
whole or in part, either directly or by operation of law or otherwise,
including, but not by the way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, but excluding the
consequence of death, or mental incompetency, and no right of interest of any
Participant of the Plan or in the Account shall be liable for, or subject to,
any obligation or liability of such Participant. Notwithstanding any provision
of the Plan to the contrary, effective for judgments, orders, decrees or
settlements issued on or after August 5, 1997, the Plan shall honor a judgment,
order, decree or settlement providing for the offset of all or a part of a
Participant's benefit under the Plan, to the extent permitted under Code Section
401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii)
relating to the protection of the Participant's spouse (if any) are satisfied.


                                       54


                                  ARTICLE XVII
         AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN

SECTION 1. AMENDMENT

Subject to Section 2 of this Article XVII, the Company may at any time and from
time to time, amend the Plan if in the opinion of the Company such amendment is
necessary to enable the Plan to meet the requirements of the Code (including the
regulations and rulings issued thereunder) or the requirements of any
governmental authority.

SECTION 2. LIMITATION ON AMENDMENT

The Company shall make no amendment to the Plan which shall result in the
forfeiture or reduction of the interest of any Employee, Participant, former
Participant or person claiming under or through any one or more of them pursuant
to the Plan, except that nothing herein contained shall restrict the right to
amend the provisions hereof relating to the administration of the Plan.
Moreover, no such amendment shall be made hereunder which shall permit any part
of Participants' contributions to revert to any Company or be used or be
diverted to purposes other than the exclusive benefit of Employees,
Participants, former Participants, and beneficiaries.

SECTION 3. TERMINATION

This Plan shall continue in effect until and including the 31st day of October,
2003. Thereafter it shall renew itself for yearly periods unless written notice
is given by either party to the other not less than sixty (60) days, but not
more than seventy-five (75) days, prior to the expiration date or any extension
thereof, that it is desired to terminate or amend the Plan. In the event such
notice is given, the parties shall begin negotiations not less than forty-two
(42) days prior to the termination date, unless otherwise mutually agreed to. If
negotiations are not completed prior to the expiration date, this Plan shall
terminate unless extended by mutual agreement of the parties. Upon termination,
this Plan shall terminate in all respects, except that no distributions shall be
made from the Plan until ninety (90) days following such termination, and any
distributions made upon termination of the Plan shall be subject to the terms of
Article XI Section 3. Except as herein otherwise provided, no provision of this
Plan shall be subject to change prior to the expiration date as determined
above.

Upon any termination or partial termination of the Plan, the rights of each
Participant to the assets then held in his/her Account under the Plan shall be
non-forfeitable.



                                       55


                                 ARTICLE XVIII
                                  ESOP FEATURE

SECTION 1. ESTABLISHMENT OF ESOP

(a)      The provisions of this Article XVIII shall become effective January 1,
         2002.

(b)      The Plan shall consist of two components, the ESOP Feature and the
         Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account.
         The ESOP Feature is intended to qualify as a stock bonus plan under
         Code Section 401(a) and as an employee stock ownership plan under Code
         Section 4975(e)(7). The ESOP Feature is designed to invest primarily in
         "qualifying employer securities," as defined in Code Sections
         4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is
         described in this Article XVIII. The provisions of this Article XVIII
         shall supercede any contrary provisions of the Plan.

SECTION 2. ESOP ACCOUNT

(a)      The Committee shall establish an ESOP Account in the name of each
         Participant and shall thereafter maintain a record thereof.

(b)      The ESOP Account of each Participant shall be credited and debited
         periodically during each Plan Year in which the ESOP is maintained with
         any additions or reductions in the number of shares of Common Stock
         held for such Participant in the Plan due to the reallocation of the
         investment of the Participant's Non-ESOP Account and ESOP Account, and
         with any stock and cash dividends paid on Common Stock attributable to
         units of the Common Stock fund.

(c)      In the event that a Participant elects a partial liquidation of the
         investment of his Account in Common Stock pursuant to Section 5 of
         Article V, Common Stock shall be liquidated pro-rata from the
         Participant's Non-ESOP Account and ESOP Account.

SECTION 3. ESOP CONTRIBUTIONS

The Company, in its discretion, may make ESOP Contributions from time to time in
such amounts as are determined by the Company. All ESOP Contributions shall be
made in Common Stock. ESOP Contributions for a Plan Year shall be allocated
among active Participants for the Plan Year. The amount allocated to each active
Participant shall be determined by multiplying each active Participant's
Compensation for such Plan Year by a fraction, the numerator of which is the
ESOP Contribution for such Plan Year, and the denominator of which is the total
Compensation of all active Participants for such Plan Year. ESOP Contributions
shall be treated as Company Contributions for purposes of distributions and
withdrawals from the Plan. The ESOP Contribution subaccount of a Participant
shall be invested in Common Stock, subject to the diversification rules provided
in Section 4 of this Article.


                                       56


SECTION 4. DIVERSIFICATION OF INVESTMENT

Participants who are at least age 55 may diversify the investment of amounts,
including amounts not Vested, held in their ESOP Accounts by transferring
amounts out of the Common Stock fund to one of the other Investment Options in
accordance with the provisions of Section 5 of Article V. Any transfer of such
amounts out of the Common Stock fund to another Investment Option shall be
deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature.

SECTION 5. PUT OPTION

(a)      If shares of Common Stock distributable to a Participant or his
         Beneficiary are at the time of the distribution not readily tradable on
         an established market, the Participant or Beneficiary will have an
         option (the "Put") to require the Company to purchase all of the shares
         actually distributed to him. The Put may be exercised at any time
         during the Option Period (as defined below) by giving the Company
         written notice of the election to exercise the Put. The Put may be
         exercised by a former Participant or the Beneficiary only during the
         Option Period in which the former Participant or Beneficiary receives a
         distribution of shares of Common Stock.

(b)      The "Option Period" is the 60-day period following the day on which a
         Participant or his Beneficiary receives a distribution. If the former
         Participant or Beneficiary does not exercise the Put during that 60-day
         period, the Option Period will also be the 60-day period beginning
         after the new determination of the fair market value of Common Stock by
         the Committee (and notice to the Participant) in the following Plan
         Year. The Option Period will be extended by the amount of time during
         which the Company is unable to honor the Put by reason of applicable
         federal or state law.

(c)      The "Option Price" will be the fair market value of each share of
         Common Stock as of the valuation date immediately preceding the date
         the Put is exercised, multiplied by the number of shares to be sold
         under the Put, with appropriate adjustments to reflect intervening
         stock dividends, stock splits, stock redemptions, or similar changes to
         the number of outstanding shares.

(d)      The terms of payment for the sale of Common Stock pursuant to the Put
         shall be as provided in the Put and may be either paid in a lump sum or
         in installments as provided by the Committee. An agreement to pay
         through installments shall be permissible only if the Common Stock
         subject to the put option is part of a 'total distribution', as defined
         in Code Section 409(h)(5), and--

         (i)      the agreement is adequately secured, as determined by the
                  Committee,

         (ii)     a reasonable rate of interest is charged, as determined by the
                  Committee,

         (iii)    annual payments are equal,

         (iv)     installment payments must begin not later than 30 days after
                  the date the Put option is exercised, and


                                       57


         (v)      the term of the payment does not extend beyond five years from
                  the date the Put option is exercised.

(e)      The Put will not be assignable, except that the former Participant's
         donees or, in the event of a Participant's death, his personal
         representative, will be entitled to exercise the Put during the Option
         Period for which it is applicable.

(f)      The Trustee in its discretion may, with the Company's consent, assume
         the Company's obligation under this Section at the time a former
         Participant or Beneficiary exercises the Put. If the Trustee does
         assume the Company's obligations, the provisions of this Section that
         apply to the Company will also apply to the Trustee.

(g)      The Put will also apply to shares of Common Stock that are publicly
         traded without restriction when distributed but which cease to be
         publicly traded or which become subject to a trading limitation during
         the Option Period. In that event, the Committee will notify in writing
         each former Participant or Beneficiary to whom the Put becomes
         applicable that the shares of Common Stock held by the former
         Participant or Beneficiary are subject to the Put for the remainder of
         the applicable Option Period and will inform the Participant or
         Beneficiary of the terms of the Put. If the written notice is given
         later than ten days after the shares of Common Stock cease to be
         publicly traded or become subject to a trading limitation, the period
         during which the Put may be exercised will be extended by the number of
         days between the tenth day and the date the notice is actually given.

(h)      The Committee will notify each former Participant or Beneficiary who is
         eligible to exercise the Put of the fair market value of each share of
         Common Stock as soon as practicable following its determination. The
         Committee and the Company will send all notices required under this
         Subsection to the last known address of a former Participant or
         Beneficiary, and it will be the duty of those persons to inform the
         Committee of any changes in address.

SECTION 6. PAYMENT OF DIVIDENDS

(a)      The Committee, in its sole discretion, may provide that any dividends
         paid in cash during the Plan Year on shares of Common Stock in which
         Participants' ESOP Accounts are invested shall be (i) paid in cash
         directly to the Participant, (ii) paid to the Plan and subsequently
         distributed to the Participant in cash no later than 90 days after the
         close of the Plan Year in which the dividends are paid to the Plan, or
         (iii) at the election of the Participant, either (A) paid to the
         Participant as provided in Clause (i) or (ii) (as determined by the
         Committee) or (B) paid to the Participant's ESOP Account to be
         reinvested in the Common Stock. Such dividends shall be paid in
         accordance with procedures established by the Committee.

(b)      If an election pursuant to Paragraph (a)(iii) is provided by the
         Committee, each Participant may make the election, in the manner and at
         the time specified by the Committee, with respect to dividends received
         on shares of Common Stock comprising the portion of the Common Stock
         fund allocated to the Participant's ESOP Account. If an election
         pursuant


                                       58


         to Paragraph (a)(iii) is provided by the Committee and a Participant
         does not make such an election, such dividends shall be paid to the
         Participant's ESOP Account to be reinvested in Common Stock.

(c)      The Beneficiary of a deceased participant shall have the same rights as
         a Participant has under this Section 6.

(d)      The provisions of this Section 6 are intended to comply with Section
         404(k) of the Code, and shall be interpreted and construed accordingly.

SECTION 7. INDEPENDENT APPRAISER

Common Stock held in Participants' ESOP Accounts shall be valued as of each
valuation date, or at the discretion of the Committee, more frequently. All
valuations of Common Stock held in Participants' ESOP Accounts which is not
readily tradable on an established securities market shall be made by an
independent appraiser meeting requirements similar to those contained in
Treasury Regulations under Code Section 170(a)(1).

SECTION 8. SHARE LEGEND

Shares of Common Stock in the ESOP Feature held or distributed by the Trustee
may include such legend restrictions on transferability as the Company may
reasonably require in order to assure compliance with applicable federal and
state securities laws.



                                       59



         IN WITNESS WHEREOF, Cooper Tire & Rubber Company has caused this
Restated Plan to be executed and adopted this 26th day of February, 2002.

                                  COOPER TIRE & RUBBER COMPANY



                                  By: /s/ Stephen O. Schroeder
                                      -----------------------------------
                                      Treasurer

                                  By: /s/ Richard N. Jacobson
                                      -----------------------------------
                                      Assistant Secretary



                                       60


                             AMENDMENT NO. 1 TO THE
                          COOPER TIRE & RUBBER COMPANY
                         PRE-TAX SAVINGS PLAN (FINDLAY)
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)

                  The Cooper Tire & Rubber Company (the "Company") hereby adopts
this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Findlay) (As Amended and Restated Effective as of January 1, 2001) (the
"Plan"). The provisions of this Amendment shall be effective as of January 1,
2002, unless otherwise indicated. Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.

                  One of the purposes of this Amendment is to reflect the
adoption of various provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to
satisfy the "good faith" compliance requirements of EGTRRA and to be construed
in accordance with EGTRRA and guidance issued thereunder.

                                    SECTION 1

                  Section (12) of Article I of the Plan is hereby amended in its
entirety to read as follows:

                  "(12) 'Compensation' - includes all payments of wages, bonus,
                  Company Wage Reduction Contributions to this Plan and any
                  taxable payments paid to the Participant in a calendar year,
                  except that there shall be excluded from Compensation:
                  supplemental unemployment benefits, supplemental worker's
                  compensation, accident and sickness benefits, and other
                  amounts which either are excludable or deductible from income
                  in whole or in part for federal income tax purposes or which
                  represent payments pursuant to a program of benefits or
                  deferred compensation (other than Company Wage Reduction
                  Contributions), whether or not qualified under the Code.

                  Notwithstanding the above, the maximum amount of compensation
                  taken into account each year for all computations shall not
                  exceed the amount prescribed pursuant to Section 401(a)(17) of
                  the Code, as amended, or such amount as the Secretary of the
                  Treasury shall prescribe from time to time."

                                    SECTION 2

                  Section 1(a)(ii) of Article III of the Plan is hereby amended
in it entirety to read as follows:

                  "(ii) the dollar limitation contained in Section 402(g) of the
                  Code in effect for such taxable year."

                                    SECTION 3


                                       61


                  Section 1 of Article IV of the Plan is hereby amended by (i)
deleting the fifth paragraph therein and (ii) deleting the word "either" and the
phrase "or multiple use rules" in the sixth paragraph where they occur therein.

                                    SECTION 4

                  Section 1(a) of Article IX of the Plan is hereby amended in
its entirety to read as follows:

                  "the Participant's retirement, death, Total and Permanent
                  Disability, or severance from employment;"

                                    SECTION 5

                  Section 1 of Article IX of the Plan is hereby amended by (i)
deleting subsections (d) and (e) and (ii) renumbering subsection (f) as
subsection (d).

                                    SECTION 6

                  The last paragraph of Section 2 of Article IX of the Plan is
hereby amended in its entirety to read as follows:

                           "Employees who make a hardship withdrawal may not
                  make elective deferrals and employee after-tax contributions
                  under this Plan and all other plans of the Company for 6
                  months after receipt of the distribution."

                                    SECTION 7

                  Section 6(d)(1)(i) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

                  "(i) 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 any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code, any distribution that is one of
                  a series of substantially equal periodic payments (paid not
                  less frequently than annually) over the life (or life
                  expectancy) of the distributee or the joint lives (or life
                  expectancies) of the distributee and a designated beneficiary
                  or for a specified period of ten years or more, 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), such other
                  amounts specified in Treasury regulations and rulings, notices
                  or announcements issued under Section 402(c) of the Code, and
                  any distribution which is made upon hardship of the
                  distributee. Notwithstanding the foregoing, a portion of a
                  distribution shall not fail to be an Eligible Rollover


                                       62


                  Distribution merely because the portion consists of after-tax
                  employee contributions which are not includible in gross
                  income. However, such portion may be transferred only to an
                  individual retirement account or annuity described in Section
                  408(a) or (b) of the Code, or to a qualified defined
                  contribution plan described in Sections 401(a) or 403(a) of
                  the Code that agrees to separately account for amounts so
                  transferred, including separately accounting for the portion
                  of such distribution which is includible in gross income and
                  the portion of such distribution which is not so includible."

                                    SECTION 8

                  Section 6(d)(1)(ii) of Article XI of the Plan is hereby
amended in its entirety to read as follows:

                  "(2) 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, a qualified trust described in
                  Section 401(a) of the Code, an annuity contract described in
                  Section 403(b) of the Code, or an eligible plan under Section
                  457(b) of the Code which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state or political subdivision of a state that accepts the
                  Distributee's Eligible Rollover Distribution."

                                    SECTION 9

                  The first two sentences of Section 1(a) of Article XII of the
Plan are hereby amended in their entirety to read as follows:

                  "(a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a
                  Participant's Account shall not exceed the lesser of (i)
                  $40,000, as adjusted for increases in the cost-of-living under
                  Section 415(d) of the Code or (ii) 100% of the Participant's
                  Compensation (as defined in paragraph (d) below) for that Plan
                  Year. The Compensation limit referred to in (ii) shall not
                  apply to any contribution for medical benefits after
                  separation from service (within the meaning of Section 401(h)
                  or Section 419A(f)(2) of the Code) which is otherwise treated
                  as an annual addition."



                                       63



                                   SECTION 10

                  Section 3(f) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(f)     Claims for Benefits (other than disability benefits)

                           Any Participant or Designated Beneficiary who
                           believes that he or she is entitled to receive a
                           benefit under the Plan which he or she has not
                           received may file with the designated representative
                           of the Committee, on such forms as may be designated
                           by the Committee, a written claim specifying the
                           basis for his or her claim and the facts upon which
                           he or she relies in making such claim. Such a claim
                           must be signed by the claimant or his or her
                           authorized representative and shall be deemed filed
                           when delivered to the designated representative of
                           the Committee.

                           Unless such claim is allowed in full by the
                           Committee, the Committee shall (within 90 days after
                           such claim was filed, plus an additional period of 90
                           days if required for processing and if notice of the
                           90-day extension of time indicating the specific
                           circumstances requiring the extension and the date by
                           which a decision shall be rendered is given to the
                           claimant within the first 90-day period) cause
                           written notice to be mailed to the claimant of the
                           total or partial denial of such claim. Such notice
                           shall be written in a manner calculated to be
                           understood by the claimant and shall state

                           (1)      the specific reason(s) for the denial of the
                                    claim,

                           (2)      specific reference(s) to pertinent
                                    provisions of the Plan and/or Trust Fund on
                                    which the denial of the claim was 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 review procedure
                                    specified in Section 3(g) of this Article
                                    XIV."




                                       64



                                   SECTION 11

                  Section 3(g) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(g)     Appeals Procedure

                           Within 90 days after the denial of his or her claim,
                           the claimant may appeal such denial by filing with
                           the Plan Administrator his or her written request for
                           a review of the claim. Such request for review must
                           be signed by the claimant or his or her authorized
                           representative and shall be deemed filed when
                           delivered to the Plan Administrator or its designee.
                           If the claimant does not file a request for review of
                           his or her claim within such 90-day period, the
                           claimant shall be conclusively presumed to have
                           accepted as final and binding the initial decision of
                           the Plan Administrator on his or her claim. In
                           considering any appeal pursuant to this Section 3(g),
                           the Plan Administrator shall have the same powers to
                           interpret the Plan and make factual findings with
                           respect thereto as are granted to the Committee under
                           Section 2 hereof.

                           If such an appeal is so filed within such 90-day
                           period then the Plan Administrator, or a named
                           fiduciary designated by the Administrator, shall
                           conduct a full and fair review of such claim. During
                           such full review, the claimant shall be provided with
                           the opportunity to submit written comments,
                           documents, records, and other information relating to
                           the claim for benefits, and with reasonable access to
                           and copies of, upon request and free of charge, all
                           documents, records, and other information relevant to
                           the claimant's claim for benefits. In addition, such
                           full and fair review shall take into account all
                           comments, documents, records, and other information
                           submitted by the claimant relating to the claim,
                           without regard to whether such information was
                           submitted or considered in the initial benefit
                           determination.

                           After the completion of such full review, the
                           reviewer shall mail or deliver to the claimant a
                           written decision on the matter based on the facts and
                           pertinent provisions of the Plan and/or Trust Fund
                           and/or applicable law. Such decision shall be mailed
                           or delivered to the claimant within a period of 60
                           days after the Administrator's receipt of the request
                           for review unless special circumstances require an
                           extension of time, in which case such decision shall
                           be rendered not later than 120 days after receipt of
                           such request. (If an extension of time for review is
                           required, written notice of the extension shall be
                           furnished to the claimant prior to the commencement
                           of the extension.) Such decision (1) shall be written
                           in a manner calculated to be understood by the
                           claimant, (2) shall state the specific reason(s) for
                           the decision, (3) shall make specific reference(s) to
                           pertinent provisions of the Plan and/or Trust Fund on
                           which the decision is


                                       65


                           based and (4) shall, to the extent permitted by
                           applicable law, be final and binding on all
                           interested persons. The notice of the adverse
                           determination shall also include a statement that the
                           claimant is entitled to receive, upon request, and
                           free of charge, reasonable access to, and copies of,
                           all documents, records, and other information
                           relevant to the claimant's claim for benefits, and
                           contain a statement describing any voluntary appeal
                           procedures offered by the Plan and the claimant's
                           right to obtain information about such procedures and
                           a statement of the claimant's right to bring an
                           action under Section 502(a) of ERISA."

                                   SECTION 12

                  Section 3 of Article XIV of the Plan is hereby amended by
adding a new subsection (h) to the end thereof, immediately following subsection
(g), to read as follows:

                           "(h) Claims for Benefits Upon Total and Permanent
Disability:



                                    (1) Notwithstanding the foregoing provisions
                           of this Article, in the case of a claim for benefits
                           upon Total and Permanent Disability, unless such
                           claim is allowed in full by the Committee, the
                           Committee shall (within a reasonable period of time,
                           but not later than 45 days, unless such period is
                           extended as provided in Section 3(h)(2), below, after
                           receipt of the claim) cause written notice to be
                           mailed or delivered to the claimant of the total or
                           partial denial if his claim. Such notice shall be
                           written in a manner calculated to be understood by
                           the claimant and shall include

                                    (i)      the specific reason(s) for the
                                             denial of the claim,



                                    (ii)     specific reference(s) to the
                                             provisions of the Plan and/or Trust
                                             Fund on which the denial of the
                                             claim was based,



                                    (iii)    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,


                                       66


                                    (iv)    an explanation of the review
                                            procedures specified in Section
                                            3(h)(3) of this Article XIV and the
                                            time limits applicable to such
                                            procedures, and

                                    (v)     a specific reference to the internal
                                            rule, guideline, protocol or other
                                            similar criterion, if any, that was
                                            relied upon in making the adverse
                                            determination or a statement that
                                            such rule, guideline, protocol, or
                                            other similar criterion, if any, was
                                            relied upon in making the adverse
                                            determination and that a copy of
                                            such rule, guideline, protocol, or
                                            other similar criterion will be
                                            provided free of charge to the
                                            claimant upon request.

                                    (2) The 45-day period set forth in Section
                           3(h)(1), above, may be extended by the Committee for
                           up to 30 days, provided that the Committee determines
                           that such an extension is necessary due to matters
                           beyond the control of the Committee and notifies the
                           claimant, prior to the expiration of the initial
                           45-day period, of the circumstances requiring the
                           extension of time and the date by which the Committee
                           expects to render a decision. Additionally, if, prior
                           to the end of the first 30-day extension period, the
                           Committee determines that, due to matters beyond the
                           control of the Committee, a decision cannot be
                           rendered within that extension period, the period for
                           making the determination may be extended for up to an
                           additional 30 days, provided that the Committee
                           notifies the claimant, prior to the expiration of the
                           first 30-day extension period, of the circumstances
                           requiring the extension and the date as of which the
                           Committee expects to render a decision. In the event
                           of any extension under this Section 3(h)(2), the
                           notice of extension shall specifically explain the
                           standards on which entitlement to a benefit is based,
                           the unresolved issues that prevent a decision on the
                           claim, and the additional information needed to
                           resolve the issues. The claimant shall be afforded at
                           least 45 days within which to provide the specified
                           information. Additionally, in the event that a period
                           of time is extended due to a claimant's failure to
                           submit information necessary to decide a claim, the
                           period for making the benefit determination shall be
                           tolled from the date on which the notification of the
                           extension is sent to the claimant until the date on
                           which the claimant responds to the request for
                           additional information.

                                    (3) Within 180 days after receipt of a
                           notification of a denial of a claim, the claimant or
                           his duly authorized representative may appeal such
                           denial



                                       67


                           by filing with the Committee his written request for
                           a review of his claim. If such an appeal is so filed
                           within 180 days, a Named Fiduciary designated by the
                           Committee shall conduct a full and fair review of
                           such claim. During such full and fair review, the
                           claimant shall be provided with the opportunity to
                           submit written comments, documents, records, and
                           other information relating to the claim for benefits
                           and reasonable access to and copies of, upon request
                           and free of charge, all documents, records, and other
                           information relevant to the claimant's claim for
                           benefits. In addition, such full and fair review
                           shall (i) take into account all comments, documents,
                           records, and other information submitted by the
                           claimant relating to the claim, without regard to
                           whether such information was submitted or considered
                           in the initial benefit determination, (ii) not afford
                           deference to the initial adverse benefit
                           determination, (iii) be conducted by a Named
                           Fiduciary who is neither the individual who made the
                           adverse benefit determination that is the subject of
                           the appeal, nor the subordinate of such individual,
                           (iv) provide that, in deciding any appeal of any
                           adverse benefit determination that is based in whole
                           or in part on a medical judgment, the Named Fiduciary
                           shall consult with a health care professional who has
                           appropriate training and experience in the field of
                           medicine involved in the medical judgment and who is
                           neither the individual who was consulted in
                           connection with the adverse benefit determination
                           that is the subject of the appeal, nor the
                           subordinate of any such individual, and (v) provide
                           for the identification of medical or vocational
                           experts whose advice was obtained on behalf of the
                           Plan in connection with the claimant's adverse
                           benefit determination, without regard to whether the
                           advice was relied upon in making the initial benefit
                           determination.

                           The decision of the Named Fiduciary shall be made in
                           a writing delivered to the claimant within a
                           reasonable time, but in no event later than 45 days
                           after the receipt of the request for review unless
                           special circumstances require an extension of time
                           for processing. If the Named Fiduciary determines
                           that an extension of time for processing is required,
                           written notice of the extension shall be furnished to
                           the claimant setting forth the special circumstances
                           requiring an extension of time and the date by which
                           the Named Fiduciary expects to render a decision on
                           review, and shall be furnished prior to the
                           termination of the initial 45-day period. In no event
                           shall such extension exceed a period of 45 days from
                           the end of the initial 45-day period.

                           In the case of an adverse benefit determination on
                           review, the notice of the determination shall be
                           written in a manner calculated to be understood by
                           the claimant and shall include (i) the specific
                           reasons for the determination, (ii) specific
                           reference(s) to specific provisions of the Plan
                           and/or Trust Fund on which the determination is
                           based, (iii) a statement that the claimant is
                           entitled to receive, upon request, and free of
                           charge,


                                       68


                           reasonable access to, and copies of all documents,
                           records, and other information relevant to the
                           claimant's claim for benefits, (iv) a statement
                           describing any voluntary appeal procedures offered by
                           the Plan and the claimant's right to obtain
                           information about such procedures, including a
                           statement of the claimant's right to bring a civil
                           action under section 502(a) of ERISA and (v) if an
                           internal rule, guideline, protocol or other similar
                           criterion was relied upon in making the adverse
                           determination, either the specific rule, guideline,
                           protocol, or other similar criterion, or a statement
                           that such rule, guideline, protocol, or other similar
                           criterion was relied upon in making the adverse
                           determination and that a copy of the rule, guideline,
                           protocol or other similar criterion will be provided
                           free of charge to the claimant upon request. To the
                           extent permitted by applicable law, the determination
                           on review shall be final and binding on all
                           interested persons. In performing the duties under
                           this Section 3(h)(3), the Named Fiduciary shall have
                           the same powers to interpret the Plan and make
                           factual findings with respect thereto as are granted
                           to the Committee under Section 2 hereof."

                  EXECUTED this 27th day of December 2002.

                                            THE COOPER TIRE & RUBBER COMPANY


                                            By:   /s/ Stephen O. Schroeder
                                                  -----------------------------
                                                  Treasurer

                                            By:   /s/ Charles F. Nagy
                                                  -----------------------------
                                                  Assistant Treasurer


                                       69

EX-99.D

                                                                   Exhibit (99d)










                          COOPER TIRE & RUBBER COMPANY

                       PRE-TAX SAVINGS PLAN - (TEXARKANA)

               As amended and Restated Effective as of January 1,
                      2001 or as otherwise provided in Plan






                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I             DEFINITIONS...........................................2
ARTICLE II            ELIGIBILITY AND PARTICIPATION........................11
ARTICLE III           PARTICIPANTS' CONTRIBUTIONS..........................13
ARTICLE IV            COMPANY CONTRIBUTIONS................................16
ARTICLE V             INVESTMENT OF CONTRIBUTIONS..........................20
ARTICLE VI            VESTING OF CONTRIBUTIONS.............................23
ARTICLE VII           SUSPENSION OF PARTICIPATION..........................24
ARTICLE VIII          APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED.......25
ARTICLE IX            WITHDRAWAL OF CONTRIBUTIONS..........................26
ARTICLE X             DESIGNATION OF BENEFICIARY...........................28
ARTICLE XI            DISTRIBUTION OF CONTRIBUTIONS........................29
ARTICLE XII           MAXIMUM CONTRIBUTION LIMITATION......................36
ARTICLE XIII          RESERVED.............................................41
ARTICLE XIV           ADMINISTRATION OF THE PLAN...........................42
ARTICLE XV            SECURITIES TRANSACTIONS BY TRUSTEE...................52
ARTICLE XVI           ASSIGNABILITY........................................54
ARTICLE XVII          AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION
                      OF THE PLAN..........................................55
ARTICLE XVIII         ESOP FEATURE.........................................56




                                      -i-






                                    AGREEMENT

THIS AGREEMENT is made and entered into this 17th day of March, 1999, by and
between Cooper Tire & Rubber Company, hereinafter referred to as the "Company"
for its plant located in Texarkana, Arkansas and the United Steelworkers of
America, and Local 752, thereof executing this Agreement; the International
Union and the Local Union collectively being hereinafter referred to as the
"Union".

Effective January 1, 2002, an ESOP will be established under the Plan described
in this Agreement. The ESOP feature is described in Article XVIII of the Plan
and in other relevant Plan sections. The provisions of the Plan relating to the
ESOP feature shall not be effective until January 1, 2002.



                                       1




                                   ARTICLE I
                                  DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the
following meanings unless a different meaning is clearly required by the
context:

         (1)      "Account" of a Participant or "Participant's Account" - the
                  then total current market value of the account in the
                  Participant's name as determined by the Trustee representing
                  the entire interest of a Participant in the Plan. Effective
                  January 1, 2002, each account shall consist of the Non-ESOP
                  Account and ESOP Account. Prior to January 1, 2002, each
                  account shall consist of a Pre-Tax Savings Plan Contribution
                  subaccount which will reflect the amount of Pre-Tax Savings
                  Plan Contributions attributable to a Participant and allocated
                  earnings attributable thereto, a Transfer Contributions
                  subaccount which will reflect the amount of Transfer
                  Contributions attributable to a Participant and allocated
                  earnings attributable thereto and a Company Contribution
                  subaccount which will reflect the amount of Company
                  Contributions made pursuant to Article IV herein and allocated
                  earnings attributable thereto.

         (2)      "Active Participation" - the making of Participant
                  contributions to the Plan and the right to share in the
                  allocation of Company Contributions and ESOP Contributions, if
                  any.

         (3)      "Actual Deferral Percentage" - for each Plan Year, the ratios
                  (expressed as a percentage and calculated separately for each
                  Eligible Employee in a specified group) of

                  (a)      the total amount of Company Wage Reduction
                           Contributions to

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

                  Effective until January 1, 1997, for purposes of determining
                  the Actual Deferral Percentage for any Eligible Employee who
                  is a Highly Compensated Employee for the Plan Year, any
                  Compensation paid to a Family Member or any contribution made
                  by the Company on such Family Member's behalf under Section 1
                  of Article III shall be treated as paid to or contributed on
                  behalf of the Highly Compensated Employee. Such Family Member
                  shall be disregarded in determining the Actual Deferral
                  Percentage for Non-Highly Compensated Employees.

                  In addition, the Actual Deferral Percentage for any Highly
                  Compensated Employee for the Plan Year and who is a
                  participant under two or more plans described in Section
                  401(k) of the Code which are maintained by the Company, shall
                  be the sum of the Actual Deferral Percentages under each of
                  such plans.

         (4)      "Adjusted Employment Date" - the date arrived at when the
                  Employee's prior Continuous Credited Service is subtracted,
                  according to Section 2 of Article II, from the date on which
                  the Employee first renders service entitling him/her to credit
                  for an Hour of Service subsequent to a prior period of
                  Continuous Credited Service.

         (5)      "Affiliated Group" - means the Company and any and all other
                  corporations, trades and/or businesses, the employees of which
                  together with Employees of the Company are required,


                                       2


                  by the first sentence of Subsection (b) or Subsection (c) of
                  section 414 of the Code to be treated as if they were employed
                  by a single employer. Each corporation or unincorporated trade
                  or business that is or was a member of the Affiliated Group
                  shall be referred to herein as an "Affiliated Group Member" or
                  an "Affiliated Company" but only during such period as it is
                  or was such a member.

         (6)      "Code" - the Internal Revenue Code of 1986, as amended to
                  date, and as it may hereafter be amended, or any successor
                  statute of similar purpose.

         (7)      "Committee" - the Defined Contribution Plan Committee
                  established herein.

         (8)      "Common Stock" - common stock of Cooper Tire & Rubber Company,
                  which is intended to be `employer securities' within the
                  meaning of Section 409(l) of the Code, and `qualifying
                  employer securities' within the meaning of Section 407(d)(5)
                  of ERISA. The Plan shall be permitted to acquire and hold
                  Common Stock, and shall be an eligible individual account
                  plan, as that term is defined in Section 407(d)(3)(A) of
                  ERISA.

         (9)      "Company" - Cooper Tire & Rubber Company and any of its
                  subsidiary corporations which adopt this Plan.

         (10)     "Company Contributions" - contributions made by the Company
                  pursuant to Article IV of the Plan, other than Company Wage
                  Reduction Contributions.

         (11)     "Company Wage Reduction Contributions" - amounts transferred
                  to the Plan by the Company pursuant to wage reduction
                  arrangements between the Company and Participants, also
                  sometimes referred to herein as Pre-tax Savings Plan
                  Contributions.

         (12)     "Compensation" - includes all payments of wages, bonus,
                  Company Wage Reduction Contributions to this Plan and any
                  taxable payments paid to the Participant in a calendar year,
                  except that there shall be excluded from Compensation:
                  supplemental unemployment benefits, supplemental worker's
                  compensation, accident and sickness benefits, and other
                  amounts which either are excludable or deductible from income
                  in whole or in part for federal income tax purposes or which
                  represent payments pursuant to a program of benefits or
                  deferred compensation (other than Company Wage Reduction
                  Contributions), whether or not qualified under the Code.

                  Notwithstanding the above, the maximum amount of compensation
                  taken into account each year for all computations shall not
                  exceed the amount prescribed pursuant to Section 401(a)(17) of
                  the Code, as amended, or such amount as the Secretary of the
                  Treasury shall prescribe from time to time. Effective until
                  January 1, 1997, in determining the compensation of a
                  Participant for purposes of the limitation, the rules of
                  section 414(q)(6) of the Code shall apply, except in applying
                  such rules, the term family shall include only the spouse of
                  the Participant and any lineal descendants of the Participant
                  who have not attained age 19 before the close of the year. If,
                  as a result of the application of the rules described in the
                  preceding sentence the limitation of Section 401(a)(17) of the
                  Code is exceeded, then the limitation shall be prorated among
                  the affected individual's Compensation as determined under
                  this section prior to the application of this limitation.


                                       3


                  In addition to other applicable limitations set forth in the
                  plan, and notwithstanding any other provision of the plan to
                  the contrary, for plan years beginning on or after January 1,
                  1994, the annual compensation of each employee taken into
                  account under the plan shall not exceed the Omnibus Budget
                  Reconciliation Act of 1993 (OBRA `93) annual compensation
                  limit. The OBRA `93 annual compensation limit is $150,000, as
                  adjusted by the Commissioner for increases in the cost of
                  living in accordance with section 401(a)(17)(B) of the
                  Internal Revenue Code. The cost-of-living adjustment in effect
                  for a calendar year applies to any period, not exceeding 12
                  months, over which compensation is determined (determination
                  period) beginning in such calendar year. If a determination
                  period consists of fewer than 12 months, the OBRA `93 annual
                  compensation limit will be multiplied by a fraction, the
                  numerator of which is the number of months in the
                  determination period, and the denominator of which is 12.

                  For plan years beginning on or after January 1, 1994, any
                  reference in this plan to the limitation under section
                  401(a)(17) of the Code shall mean the OBRA `93 annual
                  compensation limit set forth in this provision.

                  If compensation for any prior determination period is taken
                  into account in determining an employee's benefits accruing in
                  the current plan year, the compensation for that prior
                  determination period is subject to the OBRA `93 annual
                  compensation limit in effect for that prior determination
                  period. For this purpose, for determination periods beginning
                  before the first day of the first plan year beginning on or
                  after January 1, 1994, the OBRA `93 annual compensation limit
                  is $150,000.

         (13)     "Continuous Credited Service" - the number of years aggregated
                  under the provisions of Article II, Section 2, except that
                  Continuous Credited Service prior to January 1, 1976, shall be
                  calculated from the most recent Employment Date.

         (14)     "Current Earnings" - net income before federal income taxes of
                  the Company for its current fiscal year and before deducting
                  any Company Contributions or ESOP Contributions to this Plan
                  for such fiscal year determined on the basis of generally
                  accepted accounting principles.

         (15)     "Designated Beneficiary" - the beneficiary chosen by the
                  Participant, in accordance with the provisions of Article VIII
                  herein, to receive, upon the Participant's death, any benefit
                  payable under this Plan by reason of the Participant's death.

         (16)     "Eligible Employee" - any Employee who has satisfied the
                  provisions of Section 1 of Article II.

         (17)     "Employee" - any employee of the Texarkana plant of the
                  Company, whose terms and conditions of employment are
                  determined through collective bargaining with the Union. The
                  term "Employee" includes Company employee out-of-town truck
                  drivers. To the extent required by Section 414(n) of the Code,
                  the term "Employee" includes any person who is a "leased
                  employee" of the Company or any other Controlled Group Member.
                  For purposes of this Subsection, a "leased employee" means any
                  person who, pursuant to an agreement between the Company or a
                  Controlled Group Member and any other person


                                       4


                  ("leasing organization"), has performed services for the
                  Company or Controlled Group Member on a substantially
                  full-time basis for a period of at least one year, and,
                  effective January 1, 1997, such services are performed under
                  primary direction or control of the Company or Controlled
                  Group Member. Contributions or benefits provided to a leased
                  employee by the leasing organization that are attributable to
                  services performed for the Company or a Controlled Group
                  Member will be treated as provided by the Company or
                  Controlled Group Member. A leased employee will not be
                  considered an Employee of the Company or a Controlled Group
                  Member, however, if (1) leased employees do not constitute
                  more than 20% of the Company's or Controlled Group Member's
                  non- highly compensated work force (within the meaning of
                  Section 414(n)(5)(C)(ii) of the Code and (2) such leased
                  employee is covered by a money purchase pension plan
                  maintained by the leasing organization that provides (i) a
                  non-integrated employer contribution rate of at least 10% of
                  compensation, (ii) immediate participation and (iii) full and
                  immediate vesting. All personal and relative pronouns,
                  singular or plural, and words "person", "Employee", and
                  "Employees" shall refer to both male and female Employees
                  generally.

         (18)     "Employment Date" - the date on which the Employee first
                  completes an Hour of Service in the employ of the Company,
                  whether or not that service is performed as an Employee.

         (19)     "ESOP Account" - shall include all amounts in the
                  Participant's Account that are transferred to the ESOP Account
                  pursuant to Section 3 and Section 5 of Article V. The ESOP
                  Account shall be established under the ESOP Feature of the
                  Plan. The ESOP Account shall consist of a Pre-Tax Savings Plan
                  Contributions subaccount which will reflect the amount of
                  Pre-Tax Savings Plan Contributions in the ESOP Account
                  attributable to a Participant and allocated earnings
                  attributable thereto, a Transfer Contributions subaccount
                  which will reflect the amount of Transfer Contributions in the
                  ESOP Account attributable to a Participant and allocated
                  earnings attributable thereto, a Company Contributions
                  subaccount which will reflect the amount of Company
                  Contributions in the ESOP Account made pursuant to Article IV
                  herein and allocated earnings attributable thereto, and an
                  ESOP Contributions subaccount which will reflect the amount of
                  ESOP Contributions in the ESOP Account made pursuant to
                  Article XVIII herein and allocated earnings attributable
                  thereto.

         (20)     "ESOP Contributions" - are the discretionary contributions
                  made by the Company pursuant to Section 3 of Article XVIII.

         (21)     "ESOP Feature" - is the portion of the Plan described in
                  Article XVIII and shall be effective January 1, 2002. The ESOP
                  Feature consists of the ESOP Account.

         (22)     "Family Member" - effective until January 1, 1997, with
                  respect to any Employee, such Employee's spouse and lineal
                  ascendants and descendants and the spouses of such lineal
                  ascendants and descendants.

         (23)     "Highly Compensated Employee" - The term Highly Compensated
                  Employee includes highly compensated active Employees and
                  highly compensated former Employees.


                                       5


                  For a particular Plan Year, effective January 1, 1997, a
                  highly compensated active Employee means any Employee who: (i)
                  was a 5-percent owner at any time during the current or the
                  preceding Plan Year or (ii) for the preceding Plan Year
                  received compensation from the Company in excess of the amount
                  in effect for such Plan Year under Section 414(q)(1)(B) of the
                  Code and was in the top-paid group of Employees for such
                  preceding Plan Year.

                  For the purposes of this Subsection, (i) the term
                  "compensation" shall mean (A) for the period prior to January
                  1, 1998, the sum of an Employee's compensation under Section
                  415(c)(3) of the Code and the Employee's Pre-Tax Savings Plan
                  Contributions (subject to the limitations of Section
                  401(a)(17) of the Code), and (B) for periods commencing on and
                  after January 1, 1998, an Employee's compensation under
                  Section 415(c)(3) of the Code (subject to the limitation of
                  Section 401(a)(17) of the Code), and (ii) the term "top-paid
                  group" shall mean that group of Employees of the Company
                  consisting of the top 20 percent (20%) of such Employees when
                  ranked on the basis of compensation paid by the Company during
                  the Plan Year.

                  A highly compensated former Employee includes any Employee who
                  separated from service (or was deemed to have separated) prior
                  to the determination year, performs no service for the Company
                  during the determination year, and was a highly compensated
                  active Employee for either the separation year or any
                  determination year ending on or after the Employee's 55th
                  birthday.

                  This paragraph shall apply until January 1, 1997. If any
                  Employee is, during a determination year or look-back year, a
                  family member of either a 5 percent owner who is an active or
                  former Employee or a Highly Compensated Employee who is one of
                  the 10 most Highly Compensated Employees ranked on the basis
                  of Compensation paid by the Company during such year, then the
                  family member and the 5 percent owner or top-ten Highly
                  Compensated Employee shall be aggregated. In such case, the
                  family member and 5 percent owner or top-ten Highly
                  Compensated Employee shall be treated as a single Employee
                  receiving compensation and Plan contribution or benefits equal
                  to the sum of such Compensation and contributions or benefits
                  of the family member and 5 percent owner or top-ten Highly
                  Compensated Employee. For purposes of this section, family
                  member includes the spouse, lineal ascendants and descendants
                  of the Employee or former Employee and the spouses of such
                  lineal ascendants and descendants.

                  The determination of who is a Highly Compensated Employee,
                  including the determination of the number and identity of
                  Employees in the top-paid group and the compensation that is
                  considered, will be made in accordance with section 414(q) of
                  the Code and the regulations thereunder.

         (24)     "Hour of Service" - each hour for which an employee is paid,
                  or entitled to payment, by the Company for the performance of
                  duties or on account of a period of time during which no
                  duties are performed due to vacation, holiday, jury duty,
                  short-term military duty or funeral absence. Each hour for
                  which an employee is not paid, or not entitled to payment, on
                  account of a period of time during which the employee
                  continues to accrue Continuous


                                       6


                  Credited Service while under an approved leave of absence for
                  illness, incapacity or disability, long-term military duty or
                  personal reasons.

                  Each hour for which an employee is paid back pay, regardless
                  of mitigation of damages, except for hours previously credited
                  for the same period, or severance pay. Hours of Service shall
                  not be credited due to payments received by an employee from a
                  plan maintained for the sole purpose of complying with
                  applicable worker's or unemployment compensation laws,
                  complying with disability insurance laws, or reimbursement of
                  medical or medically related expenses.

                  Such hours shall be credited as specified in Section 201 of
                  the Employee Retirement Income Security Act of 1974, as
                  amended, and as specified at Title 29, Code of Federal
                  Regulations, 2530.2O0b.

                  Hours of Service performed at premium rates (such as holiday
                  pay overtime or shift differential) shall be credited as
                  single Hours of Service, regardless of the rate of
                  compensation in effect for such service. If an Employee is
                  absent from work for any period which commences on or after
                  the Effective Date:

                  (a)      by reason of the pregnancy of the Employee,

                  (b)      by reason of the birth of a child of the Employee,

                  (c)      by reason of the placement of a child with the
                           Employee in connection with the adoption of such
                           child by the Employee, or

                  (d)      for purposes of caring for any such child for a
                           period beginning immediately following such birth or
                           placement, and the absence is permitted under the
                           Company-Union basic labor agreement, the Employee
                           shall not, solely by reason of such absence, be
                           considered to have incurred a Severance Date for
                           purposes of participation and for determining his/her
                           vested interest until the expiration of the
                           consecutive twenty-four (24) month period commencing
                           on the first day of the absence.

                           If an Employee is absent from work for any period for
                           any reasons referred to in subparagraphs (a), (b),
                           (c) and (d) of this subsection, and such period
                           includes the last day of the Plan Year, the Employee
                           shall be deemed to be employed on such date for
                           purposes of Section 3 of Article II.

         (25)     "Investment Option" - one of those forms of investment which
                  are available to a Participant to invest Company Wage
                  Reduction Contributions, vested Company Contributions and
                  related earnings under the Plan.

         (26)     "Leave of Absence" - leave of absence granted by the Company
                  due to illness or injury, required U.S. Military Service, or
                  other special leave of absence set forth in the Company-Union
                  basic labor agreement, under which all Participants in similar
                  circumstances shall be treated alike.


                                       7


         (27)     "Non-ESOP Account" - shall include all Pre-Tax Savings Plan
                  Contributions, Company Contributions, and Transfer
                  Contributions made to the Plan pursuant to Articles III and IV
                  of the Plan; except that the Non-ESOP Account shall not
                  include any portion of such contributions transferred to the
                  Participant's ESOP Account pursuant to Section 3 and Section 5
                  of Article V. The Non-ESOP Account shall be established under
                  the Non-ESOP Feature of the Plan. The Non-ESOP Account shall
                  consist of a Pre-Tax Savings Plan Contributions subaccount
                  which will reflect the amount of Pre-Tax Savings Plan
                  Contributions in the Non-ESOP Account attributable to a
                  Participant and allocated earnings attributable thereto, a
                  Transfer Contributions subaccount which will reflect the
                  amount of Transfer Contributions in the Non-ESOP Account
                  attributable to a Participant and allocated earnings
                  attributable thereto, and a Company Contributions subaccount
                  which will reflect the amount of Company Contributions in the
                  Non-ESOP Account made pursuant to Article IV herein and
                  allocated earnings attributable thereto.

         (28)     "Non-ESOP Feature" - is the portion of the Plan, on and after
                  January 1, 2002, (a) which is not included within the ESOP
                  Feature, (b) which is intended to qualify as a profit sharing
                  plan under Code Section 401(a), and (c) which includes a
                  qualified cash or deferred arrangement within the meaning of
                  Code Section 401(k). The Non-ESOP Feature consists of the
                  Non-ESOP Account.

         (29)     "Non-Highly Compensated Employee - any Eligible Employee who
                  is neither a Highly Compensated Employee nor, effective until
                  January 1, 1997, a Family Member of a Highly Compensated
                  Employee.

         (30)     "Normal Retirement Date" - the later of the day the
                  Participant attains age sixty-five (65) or the completion of
                  five (5) years of participation in the Company's Texarkana
                  Hourly Employees' Retirement Plan.

         (31)     "One-Year Break in Service" - a Plan Year during which a
                  Participant has five hundred (500) or fewer Hours of Service.
                  Temporary excused absences, including military leave, shall
                  not constitute a One-Year Break in Service. Further, solely
                  for the purpose of determining whether a Participant has
                  incurred a One-Year Break in Service, Hours of Service shall
                  be recognized for "maternity and paternity leaves of absence."
                  A "maternity or paternity leave of absence" shall mean, for
                  Plan Years beginning after December 31, 1984, an absence from
                  work for any period by reason of the Employee's pregnancy,
                  birth of the Employee's child, placement of a child with the
                  Employee in connection with the adoption of such child, or any
                  absence for the purpose of caring for such child for a period
                  immediately following such birth or placement. For this
                  purpose, Hours of Service shall be credited for the
                  computation period in which the absence from work begins, only
                  if credit therefore is necessary to prevent the Employee from
                  incurring a One-Year Break in Service, or, in any other case,
                  in the immediately following computation period. The Hours of
                  Service credited for a "maternity or paternity leave of
                  absence" shall be those which would normally have been
                  credited but for such absence, or, in any case in which the
                  plan administrator is unable to determine such hours normally
                  credited, eight (8) Hours of Service per day. The total Hours
                  of Service required to be credited for a "maternity or
                  paternity leave of absence" shall not exceed five hundred one
                  (501).


                                       8


         (32)     "Participant" - any person who has been admitted to
                  participation in this Plan pursuant to the provisions of
                  Article II. The term "Participant" shall include active
                  Participants (those currently eligible to share in Company
                  Contributions and ESOP Contributions, if any), inactive
                  Participants (those individuals who are employed by the
                  Company and have been active Participants but are not eligible
                  to share in Company Contributions or ESOP Contributions), and
                  any former Employee who has an Account under the Plan.

         (33)     "Plan" - the Pre-tax Savings Plan as set forth herein, and as
                  it may be modified or amended from time to time. Effective
                  January 1, 2002, the Plan consists of the ESOP Feature and the
                  Non-ESOP Feature.

         (34)     "Plan Year" - except as otherwise provided herein, a Plan Year
                  shall be the calendar year beginning January 1 and ending
                  December 31. With respect to each person becoming employed by
                  the Company or an Affiliated Company, for purposes of
                  eligibility to participate herein, the initial Plan Year shall
                  be the calendar year which commences coincident with or
                  immediately following the Employee's Employment Date.

         (35)     "Pre-tax Savings Plan Contribution" - the percentage of a
                  Participant's Compensation which the Company contributes to
                  the Plan pursuant to a wage reduction agreement, under which a
                  Participant elects to forego a percentage of such
                  Compensation, reduced for purposes of the Plan, also sometimes
                  referred to as a Company Wage Reduction Contribution.

         (36)     "Severance Date" - the earliest of (a) the date on which the
                  Employee retires, dies, quits, or is discharged or (b) the
                  date on which the Employee ceases to accrue Continuous
                  Credited Service in accordance with the Company-Union basic
                  labor agreement provisions for leave of absence; but in no
                  event shall the Severance Date, as defined in (a) and (b), be
                  earlier than the first anniversary of the first day of a
                  period throughout which the Employee remains absent, with or
                  without pay, from the service of the Company by reason of the
                  absence.

         (37)     "Severance Period" - the period of time between the Employee's
                  Severance Date and the date on which he again performs an Hour
                  of Service.

         (38)     "Total and Permanent Disability" - a condition of a
                  Participant as the result of bodily injury or disease from an
                  unavoidable cause which prevents such Participant from being
                  physically able to meet his/her present job requirements as
                  the same existed at the time of the Participant's cessation of
                  service due to such condition and which disability will (in
                  the opinion of a qualified physician designated by the
                  Committee) presumably be permanent and continuous during the
                  remainder of his/her life. Such condition shall be deemed to
                  have resulted from an unavoidable cause unless it:

                  (a)      was contracted, suffered or incurred while the
                           Participant was engaged in, or resulted from having
                           engaged in, a felonious enterprise, or

                  (b)      resulted from habitual drunkenness or addiction to
                           hallucinogenic and/or narcotic drugs not prescribed
                           by a qualified physician for treatment of a condition
                           other than drug addiction, or


                                       9


                  (c)      resulted from an intentional self-inflicted injury or
                           self- induced sickness.

         (39)     "Transaction Period" - a period defined in Article XV herein
                  during which certain rules and regulations, as established by
                  the Committee and the Trustee, shall govern all transactions
                  relating to securities.

         (40)     "Transactions" - all purchases, sales, redemptions or other
                  dispositions of securities by the Trustee under the Plan.

         (41)     "Transfer Contributions" - those amounts transferred to the
                  Plan on behalf of an Employee from another plan qualified
                  under Section 401(a) of the Code as described in Article III,
                  Section 8.

         (42)     "Trustee" - the Trustee or Trustees designated by the Company
                  as provided herein.

         (43)     "Trust Fund" - assets of the Plan and Trust as the same shall
                  exist from time to time.

         (44)     "Unvested" - that portion of a Participant's Account balance
                  which is not vested pursuant to Article VI herein.

         (45)     "Vested" - that portion of a Participant's Account balance to
                  which he/she has a nonforfeitable right pursuant to Article VI
                  herein.


                                       10


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

SECTION 1. ELIGIBILITY

Any Employee of the Company eligible for membership in the Union who has
completed thirty days of Continuous Credited Service is eligible to participate
in the Plan.

Notwithstanding the foregoing, no Employee who serves only as a leased employee
as defined in Section 414(n) of the Code shall be covered by the Plan or deemed
to be a Participant.

SECTION 2. CONTINUOUS CREDITED SERVICE

         (a)      Continuous Credited Service for purposes of computing
                  eligibility shall be defined as the period of time (as
                  computed by completed 1/12ths of a year) between the
                  Employee's Employment Date or Adjusted Employment Date and the
                  current date or the Employee's most recent Severance Date.

         (b)      Any person who incurs a Severance Period after January 1,
                  1990, shall have Continuous Credited Service restored on the
                  following basis:

                  (1)      A person who before the Severance Date had
                           established a nonforfeitable right to any vested
                           benefit will for all purposes have pre-Severance
                           Period and post-Severance Period Continuous Credited
                           Service aggregated to create an Adjusted Employment
                           Date.

                  (2)      A person who before the Severance Date had not
                           established a nonforfeitable right to any vested
                           benefit will have Continuous Credited Service
                           restored on the following basis to create an Adjusted
                           Employment Date:

                           (i)      If the Severance Period is less than the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall be
                                    aggregated with any Continuous Credited
                                    Service after the Severance Period to create
                                    an Adjusted Employment Date for all
                                    purposes. Such aggregation of Continuous
                                    Credit Service shall not include any period
                                    of time during the Severance Period.

                           (ii)     If the Severance Period equals or exceeds
                                    the greater of five (5) years or the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall
                                    not be aggregated and the Employee shall
                                    become a Participant as specified in Section
                                    3 of this Article.

SECTION 3. PARTICIPATION

An Employee described in Section 1 will become a Participant in the Plan upon
satisfaction of all the following requirements:


                                       11


         (a)      completion of thirty days of Continuous Credited Service,

         (b)      receipt by the Committee of a completed application,

         (c)      agreement to an appropriate payroll deduction from his/her
                  Compensation,

         (d)      agreement to accept a reduction of his/her Compensation equal
                  to the whole percentage of his/her Compensation per payroll
                  period he/she elects to have contributed by the Company as a
                  Pre-tax Savings Plan Contribution.

A Participant shall cease to be eligible to make contributions to the Plan and
to share in Company Contributions or ESOP Contributions under the Plan when
he/she is no longer an Employee due to: resignation, termination, retirement,
death, Total and Permanent Disability, or otherwise ceasing to be an Employee or
the Participant's voluntary election to suspend participation pursuant to
Article VII hereof. Participation in the Plan will cease when the Employee or
former Employee no longer has an Account under the Plan. A Participant who
voluntarily ceases Active Participation from this Plan while still an Employee
accumulating Continuous Credited Service shall be ineligible to resume Active
Participation for a period of twelve (12) months from the date Active
Participation last ceased.

Notwithstanding the above paragraph, a Participant who retires under the
Company's Texarkana Pension and Insurance Agreement may elect to continue to be
a Participant in the Plan and maintain an Account until the earlier of the date
he/she withdraws the balance in his/her Account or April 1 of the calendar year
following the calendar year in which he/she attains age 70 1/2. After the
effective date of such retirement, such a Participant shall not be entitled to
make contributions to the Plan or share in the allocation of Company
Contributions or ESOP Contributions.

Participation in the Plan by Eligible Employees shall be voluntary.


                                       12


                                  ARTICLE III
                           PARTICIPANTS' CONTRIBUTIONS

SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION

To be an Active Participant, an eligible individual must have made on his/her
behalf or agree to make a Pre-tax Savings Plan Contribution in the following
manner:

         (a)      A Participant may agree to have contributed on his/her behalf
                  as a Pre-tax Savings Plan Contribution, an amount, at his/her
                  election, not to exceed the lesser of: (i) 15% of his/her
                  Compensation or (ii) $7,979 (or such greater amount as
                  determined by the Secretary of Treasury). In calculating the
                  limit under Code Section 402(g) for purposes of Code Section
                  401(k), the amounts to be deferred by an eligible Employee
                  under each plan for which he/she is eligible to make wage
                  deferrals will be aggregated by treating all cash or deferred
                  arrangements under which the Employee is eligible as a single
                  arrangement. If the limit set forth by Code Section 402(g) is
                  exceeded, then the deferrals in excess of the limits must be
                  distributed by April 15 of the following year. Such reduction
                  in Compensation must be made at the time the Participant would
                  normally receive his Compensation from the Company.

         (b)      A Participant, by agreeing to have contributed on his/her
                  behalf a Pre-tax Savings Plan Contribution, shall enter into a
                  written wage reduction agreement with the Company. The terms
                  of such reduction agreement shall provide that the Participant
                  accepts a reduction in his/her Compensation from the Company
                  equal to any whole percentage of his/her Compensation per pay
                  period which he/she elects to have contributed on his/her
                  behalf as a Pre-tax Savings Plan Contribution.

         (c)      Pre-tax Savings Plan Contributions shall be fully vested and
                  nonforfeitable at all times.

         (d)      The Company may amend or revoke its wage reduction agreement
                  with any Participant at any time, if the Company determines
                  that such revocation or amendment is necessary to insure that
                  contributions by or on behalf of a Participant for any Plan
                  Year will not exceed the limitations of Section 415 or to
                  insure that the discrimination tests of section 401(k) of the
                  Code are met for such Plan Year.

         (e)      If a Participant's Compensation for any Plan Year is such that
                  he or she is a Highly Compensated Employee for the Plan Year,
                  the actual deferral percentage test of Section 401(k)(3) of
                  the Code will be met. The Plan incorporates by reference the
                  provisions of Sections 401(k)(3) of the Code and regulation
                  Section 1.401(k) - 1(b) thereunder.

SECTION 2. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS

All contributions made by or on behalf of a Participant are subject to the
limitations imposed by section 401(k), and section 415 of the Code as further
set forth in Article XII hereof.

The maximum amount of such contributions is limited under Section 401(k)(3)
determined by reducing contributions made on behalf of Highly Compensated
employees in order of their contribution percentages beginning with the highest
of such percentages.


                                       13


SECTION 3. CHANGING CONTRIBUTION PERCENTAGE

The contribution percentage(s) designated by a Participant shall continue in
effect, notwithstanding any change in his/her Compensation, until he/she shall
change such contribution percentage(s).

A Participant may elect, at any time, but not less than thirty (30) days from
the last change in contribution percentage(s) to increase or decrease the
contribution percentage(s) within the applicable limits to be effective as soon
as practicable after receipt of notice of change.

SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES

Each Participant's Pre-tax Savings Plan Contributions shall be in whole
multiples of 1% of Compensation, subject to adjustment pursuant to Section 5
hereof.

SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS

         (a)      Each Pre-tax Savings Plan Contribution made by the Company on
                  behalf of a Participant shall be transferred to the Plan
                  pursuant to the terms of a written wage reduction agreement
                  between such Participant and the Company. A Participant's wage
                  reduction agreement shall be modified automatically to
                  correspond to the change in the amount of the Pre-tax Savings
                  Plan Contributions made on his/her behalf as set forth in
                  Section 3 hereof.

         (b)      The tentative wage reduction amount set forth in any wage
                  reduction agreement shall be in any amount as the Participant
                  shall elect, but shall be not less than 1% and not more than
                  15% of Compensation of such Participant. Tentative wage
                  reductions shall become final, and then shall constitute
                  Pre-tax Savings Plan Contributions, only after the Company or
                  the Committee has made such adjustments thereto as they (or
                  either of them) deem necessary to maintain the qualified
                  status of this Plan or to maintain the status of any portion
                  of this Plan as a qualified cash or deferred arrangement under
                  section 401(k) of the Code.

         (c)      All amounts withheld pursuant to a wage reduction agreement
                  and thereafter contributed to the Plan as Pre-tax Savings Plan
                  Contributions shall be so delivered only if the Company in
                  good faith believes that such amounts do not exceed the
                  amounts permissible pursuant to the limitations hereinabove
                  set forth. If any amount shall be withheld from the
                  Compensation of a Participant pursuant to a wage reduction
                  agreement which exceeds the maximum amount permissible
                  pursuant to Section 5(b) hereof, and if such amount is
                  contributed to the Plan as a Pre-tax Savings Plan Contribution
                  by way of a mistake of fact, it shall be refunded to the
                  Company and shall thereafter be paid as promptly as
                  practicable (subject, however, to the withholding of taxes and
                  other amounts as though such amount were current compensation)
                  by the Company to the Employee from whose Compensation such
                  amount was obtained pursuant to a wage reduction agreement.

SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS

Company Wage Reduction Contributions shall be transferred by the Company to the
Trustee as soon as practicable, but not less than monthly. All payments so made
by the Company shall be reported to the Committee.


                                       14


All such contributions shall be appropriately credited to the Account of each
Participant by the Trustee.

SECTION 7. VETERANS

Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and Continuous Credited Service with respect to qualified military
service will be provided in accordance with Section 414(u) of the Code.
"Qualified military service" means any service in the uniformed services (as
defined in chapter 43 of title 38 of the United States Code) by any individual
if such individual is entitled to reemployment rights under such chapter with
respect to such services.

SECTION 8. TRANSFER CONTRIBUTIONS

The Trustee is authorized to accept on behalf of a Participant, and hold as part
of a Participant's Account, assets from a trustee of another plan qualified
under Section 401(a) of the Code, provided that such other plan permits such a
transfer and provided that the Committee approves such transfer from such other
plan. All amounts so transferred to a Participant's Account shall be referred to
herein as "Transfer Contributions."

SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held
under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5
of Article V, such contributions may be transferred later from the Non-ESOP
Feature to the ESOP Feature.



                                       15


                                   ARTICLE IV
                             COMPANY CONTRIBUTIONS

SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS

The Company shall contribute to the Trustee out of Current Earnings for that
fiscal year or, at its discretion as set forth below out of its accumulated
earnings, in cash or in its treasury or authorized but unissued Common Stock the
value of which shall be computed at the applicable fair market value on the date
of contribution by the Company, an amount equal to the lesser of:

         (a)      the aggregate of fifty percent (50%) of all Pre-Tax Savings
                  Plan Contributions which represent up to four percent (4%) of
                  each Participant's Compensation during such year, less any
                  forfeitures (as defined in Article VIII, Section 1), or

         (b)      an amount equal to fifteen percent (15%) of the Company's
                  Current Earnings for such year in excess of ten percent (10%)
                  of the stockholder's equity of the Company at the beginning of
                  such year.

The Company's Board of Directors may, at its discretion, waive the limitations
in paragraph (b) above and contribute to the Trustee out of Current Earnings for
that fiscal year or its accumulated earnings an amount not to exceed the
limitations in paragraph (a) above.

The Company will not match, nor allocate its contributions to, any portion of
Pre-Tax Savings Plan Contributions which represent an amount in excess of four
percent (4%) of a Participant's Compensation during each Plan Year.

Company Contributions will be subject to the nondiscrimination test pursuant to
Section 401(m)(2) of the Code. For any Plan Year the contribution percentage for
eligible Highly Compensated Employees shall not exceed the greater of:

         (a)      125 percent of such percentage for all other Eligible
                  Employees, or

         (b)      the lesser of 200 percent of such percentage for all other
                  Eligible Employees, or such percentage for all other Eligible
                  Employees plus 2 percentage points.

For nondiscrimination testing purposes, the multiple use rules pursuant to
Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is
required, Pre-Tax Savings Plan Contributions will be distributed as provided by
Regulation Section 1.401(m)-2)(c).

At any time corrections are required to either the nondiscrimination test or
multiple use rules by distributing Pre-tax Savings Plan Contributions any
related Company Contributions will also be distributed or forfeited to avoid
discrimination.

SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS

The Company shall contribute with respect to each Plan Year the aggregate of the
Company Wage Reduction Contributions for such Plan Year, as determined pursuant
to wage reduction agreements in


                                       16


force between the Company and Participants in the Plan. Company Wage Reduction
Contributions shall be fully Vested and nonforfeitable at all times.

SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS

The Company Contributions for each fiscal year shall be allocated by the Trustee
to each Participant's Account in proportion to fifty percent (50%) of each
Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up to an
aggregate contribution thereof of four percent (4%) of a Participant's
Compensation for such year.

If a Participant or Designated Beneficiary becomes entitled to distribution of
his/her Account under the Plan as a result of the Participant either retiring
from the Company under one of its retirement programs (except a Deferred Vested
Pension), suffering a Total and Permanent Disability or dying and Pre-Tax
Savings Plan Contributions have been made on his/her behalf to which Company
Contributions, if any, are allocated in the year in which such event
(retirement, Total and Permanent Disability, or death) occurred, such
Participant shall be entitled to share in the Company Contribution which it may
make with respect to such year, as herein provided, as if such event had not
occurred.

There shall be directly and promptly allocated to the Pre-Tax Savings Plan
Contributions subaccount of each Participant the Company Wage Reduction
Contributions, as set forth in Section 2 hereof.

Company Contributions will be allocated to the Participant only if the
Participant is employed on the last day of the Plan Year, except in the case of
retirement, Total and Permanent Disability or death.

SECTION 4. REPORTING THE CONTRIBUTIONS

The Company Contributions and Company Wage Reduction Contributions shall be
reported to the Committee by the Company.

SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS

To the extent that the deductibility thereof is subsequently denied, each
Company Contribution and each Company Wage Reduction Contribution made by the
Company pursuant to the provisions of this Article IV hereof is hereby made
expressly contingent upon the deductibility thereof for federal income tax
purposes for the year with respect to which such contribution is made. Each such
contribution is further contingent upon the maintenance of qualified status by
the Plan for the year with respect to which such contribution is made, to the
extent that the loss of qualified status would deprive the Company of the
deduction taken for such contribution.

SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS

All contributions made by the Company are made for the exclusive benefit of the
Participants and their beneficiaries, and such contributions shall not be used
for nor diverted to purposes other than for the exclusive benefit of the
Participants and their beneficiaries, including the costs of maintaining and
administering the Plan and Trust. Notwithstanding the foregoing, refunds of
Company Contributions shall be made to the Company under the following
circumstances and subject to the following limitations, to the extent that such
refunds do not, in themselves, deprive the Plan of its qualified status:


                                       17


         (a)      To the extent that a Federal income tax deduction is
                  disallowed for any Company Contribution, the Trustee shall
                  refund to the Company the amount so disallowed within one (1)
                  year of the date of such disallowance.

         (b)      In the case of a contribution, or for any Company Wage
                  Reduction Contribution, which is made in whole or in part by
                  reason of a mistake of fact, so much of the Company
                  Contribution as is attributable to the mistake of fact shall
                  be returnable to the Company upon demand, upon presentation of
                  evidence of the mistake of fact to the Trustee and of
                  calculations as to the impact of such mistake of fact. Demand
                  and repayment must be effected within one (1) year after the
                  last installment payment of the contribution to which the
                  mistake applies.

In the event that any refund of amounts contributed under Section 1 hereof is
paid to the Company, such refund shall be made without interest and shall be
deducted from among the Company Contributions subaccounts of Participants only
to the extent that the amount of the refund can be identified to specific
Participants (as in the case of certain mistakes of fact). Refunds of amounts
contributed pursuant to Section 2 hereof (relating to contributions attributable
to wage reduction) are treated at Section 6 of Article III.

Notwithstanding any other provision of this Section 6, no refund shall be made
to the Company which is specifically chargeable to the Account of any
Participant in excess of one hundred percent (100%) of the amount in such
Account, nor shall a refund be made by the Trustee of any funds, otherwise
subject to refund hereunder, which have been distributed to Participants and/or
beneficiaries. In the case that such distributions become refundable, the
Company shall have a claim directly against the distributees to the extent of
the refund to which it is entitled. All refunds pursuant to this Section 6 shall
be limited in amount, circumstance and timing to the provisions of Section
403(c) of the Employee Retirement Income Security Act of 1974, as amended, and
no such refund shall be made if, solely on account of such refund, the Plan
would cease to be a qualified Plan pursuant to Section 401(a) of the Code.

SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS

Each Company Contribution shall be sent to the Trustee as promptly as
practicable following the determination of the amount thereof, and, in any
event, on or before the date established by law (including any extension
thereof) for the filing of the Company's federal income tax return for the
taxable year with respect to which such Company Contribution is made.

Contributions made pursuant to Section 2 hereof shall be made no later than the
date specified in the preceding sentence, and shall be made at such earlier
dates as may be practicable provided, however, that no wage reduction amount
shall be held by the Company without contributing same to the Plan for a period
longer than the longest period that is permissible under regulations published
under Section 401(k) of the Code, and, in any event, amounts contributed under
Section 2 hereof with respect to any Plan Year shall be deemed credited to the
Pre-Tax Savings Plan Contributions subaccount of the Participant not later than
the last day of such Year.

SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
IV, the Company Contributions and Company Wage Reduction Contributions shall be
transmitted to and held under the


                                       18


Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5 of Article
V, such contributions may be transferred later from the Non-ESOP Feature and
ESOP Feature.


                                       19


                                   ARTICLE V
                          INVESTMENT OF CONTRIBUTIONS

SECTION 1. INVESTMENT OF FUNDS

Except for Unvested Company Contributions and, subject to Section 4 of Article
XVIII, ESOP Contributions, the amounts in a Participant's Account may be
invested on behalf of such Participant in one or more of the following
Investment Options, at the Participant's discretion:

         (a)      Option A:         Cash with Interest. - Cash will be invested
                                    in a fixed income account with a bank,
                                    insurance company, or an investment adviser
                                    registered under the Investment Advisers Act
                                    of 1940.

         (b)      Option B:         Mutual Fund(s). - Cash will be invested in
                                    one or more mutual funds approved by the
                                    Committee and made available to
                                    Participants.

         (c)      Option C:         A fund comprising a pooled account of Common
                                    Stock of the Company.

The amounts credited to a Participant's Account from, subject to Section 4 of
Article XVIII, the ESOP Contributions and Unvested Company Contributions shall
be invested in the Common Stock fund.

SECTION 2. INSTRUCTIONS TO THE TRUSTEE

A Participant will instruct the Trustee in writing as to the manner in which
his/her contributions in his/her Account other than Company Contributions and
ESOP Contributions, shall be invested in any one or more of the Investment
Options in such proportions as he/she sees fit, except that the amounts so
specified shall be in multiples of one percent (1%). A Participant may likewise
instruct the Trustee with respect to the retention or investment of the Vested
portion of the Company Contributions subaccount and, subject to Section 4 of
Article XVIII, the ESOP Contributions subaccount allocated to his/her Account,
subject to the same limitations as apply to the investment of the contributions
in his/her Account other than Company Contributions.

Investment instructions with respect to the contributions in his/her Account
other than Company Contributions and ESOP Contributions, and with respect to the
Vested portion of the Company Contributions and, subject to Section 4 of Article
XVIII, the ESOP Contributions subaccount may be different, both as to the kind
of investment and as to the relative amounts to be invested in such investments.
Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the
Unvested portion of the Company Contributions subaccount shall remain invested
in the Common Stock fund.

SECTION 3. TRANSFER TO THE ESOP FEATURE

Effective January 1, 2002, any amount of the Participant's Non-ESOP Account
invested in the Common Stock fund shall transfer to the Participant's ESOP
Account as of the first day of the Plan Year immediately succeeding the Plan
Year in which the contributions comprising such amounts invested in the Common
Stock fund were made to the Plan. Notwithstanding the foregoing, any amount in a
Participant's Account that is attributable to contributions made to the Plan
prior to January 1, 2002 and that is invested in the Common Stock fund on
December 31, 2001 shall be transferred to the Participant's ESOP Account
effective as of January 1, 2002.


                                       20


SECTION 4. TRUSTEE OPTIONS

The Trustee is authorized to purchase treasury or authorized but unissued Common
Stock of and from the Company, if offered by it, at the applicable fair market
value.

SECTION 5. CHANGING OF INVESTMENTS

As to the investment of future contributions with respect to which the
Participant has investment discretion, the Participant shall have the right, at
any time, but not more often than once daily, to instruct the Trustee to change
the amounts to be invested in any Investment Option(s) for all his/her
contributions. A Participant shall instruct the Trustee pursuant to this Section
5 with regard to the investment of any portion of the Participant's Account
attributable to Transfer Contributions.

Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of
this Article V, any amount that the Participant chooses to invest in the Common
Stock fund, pursuant to this Section 5, shall be held in the Participant's
Non-ESOP Account on and after January 1, 2002, subject to transfer to the
Participant's ESOP Account. Effective January 1, 2002, any such amount invested
in the Common Stock fund shall transfer to the Participant's ESOP Account as of
the first day of the Plan Year immediately succeeding the Plan Year in which the
investments were changed into the Common Stock fund. On and after January 1,
2002, any amount that the Participant chooses to invest in any Investment
Option(s) other than the Common Stock fund, pursuant to this Section 5, shall
beheld in the Participant's Non-ESOP Account.

All such directions to sell or to redeem securities held in the Participant's
Account or to reinvest the proceeds and all changed investment directions shall
become effective during the Transaction Period, as such term is defined in
Section 1 of Article XV. All such directions received and completed prior to
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business shall be effective as of the close of the
business day of receipt of such directions. All such directions received and
completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the
New York Stock Exchange are open for business shall be effective as of the
following day when both the Trustee and the New York Stock Exchange are open for
business.

SECTION 6. EARNINGS FROM INVESTMENTS

Except as provided in Section 6 of Article XVIII, earnings from the Investment
Options shall be reinvested in the Investment Option producing such earnings.

SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS

Any funds in the hands of the Trustee as to which the Participant has instructed
the Trustee to invest in any given Investment Option but which temporarily
remains uninvested may be held by the Trustee in cash. Shares of Common Stock
shall be in full shares only, with no fractional shares being purchased or held.
Amounts creditable to the Accounts of Participants which cannot be invested in
the Investment Option selected because such amounts are insufficient to purchase
a full share of Common Stock shall be temporarily held pursuant to this Section
6 as uninvested funds for the benefit of the Account to which such amount is
allocable.


                                       21


SECTION 8. SELECTION OF INVESTMENT OPTION

The selection of an Investment Option by a Participant will be entirely the
responsibility of such Participant. Neither Trustee, the Committee, the Company,
nor any of its personnel shall be empowered to advise a Participant as to the
manner in which the amounts credited to any Account shall be invested. The fact
that a security is available to Participants for investment under this Plan
shall not be construed as a recommendation for the purchase of that security,
nor shall the designation of any Investment Option impose any liability on the
Trustee, the Committee, the Union, the Company, or any of its personnel.



                                       22


                                   ARTICLE VI
                            VESTING OF CONTRIBUTIONS

SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS

A Participant shall have a nonforfeitable interest in his/her Account balance to
the extent that it is attributable to contributions made by him/her or on
his/her behalf including (but not limited to) Company Wage Reduction
Contributions (but not including Company Contributions), at all times (subject
to the terms and conditions of Articles IX and XI), and in all assets in his/her
Account attributable thereto.

SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Company Contributions and ESOP Contributions, if any, shall become Vested to the
Participant on the date such Participant completes five (5) years of Continuous
Credited Service (Article II, Section 2). For Participants with five (5) or more
years of Continuous Credited Service, Company Contributions and ESOP
Contributions will become Vested immediately upon being placed in his/her
Account. Notwithstanding the foregoing, a Participant shall at all times be
Vested in any earnings and dividends paid on the investments of Unvested Company
Contributions and ESOP Contributions held in the Participant's Account. Full one
hundred percent (100%) vesting shall also occur upon attainment of the
Participant's Normal Retirement Date.

Should a Participant terminate participation in the Plan by reason of any of the
following, all Company Contributions and ESOP Contributions will become one
hundred percent (100%) Vested to the Participant:

         (a)      Total and Permanent Disability

         (b)      Death

         (c)      Termination of the Plan, (or partial termination of the Plan
                  if the Participant is affected thereby), or

         (d)      Complete and final discontinuance of Company Contributions.

If a Participant terminates employment at a time when his/her Company
Contributions and ESOP Contributions are Unvested, such Unvested contributions
shall be forfeited upon the earlier of (i) the distribution to the Participant
of the Vested portion of his/her Account or (ii) the close of five consecutive
Severance Periods after such termination of employment.

SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

A Participant who has restored previously forfeited ESOP Contributions or
Company Contributions (as described in Section 7 of Article XI) shall have these
restored ESOP Contributions and Company Contributions vest provided restoration
is made prior to the attainment of five (5) years Continuous Credited Service by
the Participant.



                                       23


                                  ARTICLE VII
                           SUSPENSION OF PARTICIPATION

SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER

In the event that a Participant is transferred to a job with the Company which
renders such Participant ineligible to participate actively in this Plan, then,
in such event, such Participant's Active Participation shall be deemed to be
suspended. However, during the period of suspension the Participant's Account
shall continue to be vested as if no suspension had occurred.

Such suspension shall remain in effect until:

         (a)      the Participant is transferred to a job whereby he/she would
                  be re-eligible to be an active Participant in the Plan, or

         (b)      a termination occurs pursuant to Article XI of the Plan.



                                       24


                                  ARTICLE VIII
                 APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED

SECTION 1. APPLICATION OF FORFEITURES

All Company Contributions and ESOP Contributions forfeited in accordance with
Article VI, Section 2 shall be used to reduce the Company's subsequent
contributions to the Plan. However, such forfeited Company Contributions and
ESOP Contributions will be restored to the Participant's Account should the
Participant exercise restoration rights as defined in Section 7 of Article XI.

In the event that the Plan is terminated, any forfeitures not previously applied
to reduce Company Contributions shall be credited (on the basis of each
individual Participant's current year Compensation as a ratio to the total
current year Compensation of all Participants) to the Accounts of all
Participants entitled to share in the allocation of Company Contributions at the
time of such termination.

SECTION 2. TREATMENT OF FORFEITED SECURITIES

Forfeited securities shall be converted to cash and be invested by the Trustee;
such cash shall be applied to the reduction of the next contribution by the
Company.

Upon forfeiture of a portion of the Company Contributions or ESOP Contributions,
the Trustee shall sell such amount of the securities allocated to the
Participant's Account as may be necessary to effect the forfeiture.



                                       25


                                   ARTICLE IX
                           WITHDRAWAL OF CONTRIBUTIONS

SECTION 1. WITHDRAWAL EVENTS

No amount may be withdrawn by a Participant from Company Wage Reduction
Contributions, Company Contributions, or ESOP Contributions earlier than the
occurrence of hardship (see Section 2 below) or one of the following events:

         (a)      the Participant's retirement, death, Total and Permanent
                  Disability, or termination of Employee status;

         (b)      termination of the Plan without establishment of a successor
                  plan;

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

         (d)      the sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation;

         (e)      the sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

         (f)      An Eligible Rollover Distribution by a Distributee to an
                  Eligible Retirement Plan in accordance with the provisions of
                  Article XI, Section 6.

SECTION 2. HARDSHIP WITHDRAWALS

If a Participant requests a hardship withdrawal prior to the occurrence of an
event in Section 1 above, such request will require the consent of the Committee
and such consent shall be given only if, under uniform rules, the Committee
determines that

         (a)      the purpose of the withdrawal is to meet immediate and heavy
                  financial needs of the Participant,

         (b)      the amount does not exceed such financial need, and

         (c)      the amount of the withdrawal is not immediately available from
                  the resources of the Participant.

A withdrawal made on account of hardship must be made first, from Company
Contributions and earnings (if Vested) and then only from Company Wage Reduction
Contributions of the Participant, and not from earnings credited thereto.

Employees who make a hardship withdrawal may not make elective contributions for
the tax year following the tax year of distribution, greater than the Code
Section 402(g) limit minus the elective contributions for the year of
distribution.



                                       26


SECTION 3. FREQUENCY OF WITHDRAWALS.

Except for distribution at retirement, disability, or death, [Article XI,
Section 2(b)], withdrawals may not be made more frequently than once in any
twelve (12) month period.



                                       27


                                   ARTICLE X
                           DESIGNATION OF BENEFICIARY

Each Participant must file with the Committee a written designation of a
Designated Beneficiary or Beneficiaries in the form prescribed by the Committee
with respect to all or part of the securities and cash held for the account of
such Participant. Such Designated Beneficiary shall be a Participant's spouse
or, if he/she has no spouse or his/her spouse consents (in the manner
hereinafter described in this Article) to the designation hereinafter provided
for in this Article, such person or persons other than, or in addition to,
his/her spouse as may be designated by a Participant as his/her death
beneficiary under the Plan. Such a designation may be made, revoked or changed
only by an instrument (in form acceptable to the Committee) which is signed by
the Participant, which includes his/her spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
spouse being named as the Participant's sole Beneficiary), and which is filed
with the Committee before the Participant's death. A spouse's consent required
by this Article shall be signed by the spouse, shall acknowledge the effect of
such consent, shall be witnessed by a member of the Committee or by a notary
public and shall be effective only with respect to such spouse. At any time when
all the persons designated by the Participant as his/her Designated Beneficiary
have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or,
if he/she does not then have a spouse, the Participant's estate. If a
Participant has no spouse and he/she has not made an effective Beneficiary
designation pursuant to this Article, his/her Designated Beneficiary shall be
his/her estate.



                                       28


                                   ARTICLE XI
                          DISTRIBUTION OF CONTRIBUTIONS

SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS

Subject to the provisions of Section 3 of this Article, distributions may be
made to a Participant or the Designated Beneficiary, as the case may be, upon
the occurrence of the following stated events:

         (a)      Termination of a Participant's participation in the Plan, or
                  cessation of the Participant's right to share in the
                  allocation of the Company Contributions or ESOP Contributions
                  made to the Plan (other than a temporary cessation on account
                  of a temporary suspension of Participant contributions), or

         (b)      Termination of the Plan without establishment of a successor
                  plan, or

         (c)      The sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation, or

         (d)      The sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

                  Effective as of January 1, 1998, if the present value of any
                  nonforfeitable accrued benefit, at the time of distribution or
                  at the time of any subsequent distribution, exceeds $5,000
                  such benefit may not be immediately distributed without the
                  consent of the Participant.

SECTION 2. TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN

A Participant's Active Participation in the Plan will be terminated if he/she:

         (a)      Voluntarily elects to cease contributions to the Plan,

         (b)      Terminates employment from the Company voluntarily or
                  involuntarily,

         (c)      Retires from the Company under one of its retirement programs,

         (d)      Suffers a Total and Permanent Disability,

         (e)      Dies.

         (f)      Becomes Vested in all Company Contributions and ESOP
                  Contributions in his/her Account and remains in a job whereby
                  he/she is ineligible to be an active Participant in the Plan.


                                       29


SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

If a Participant terminates employment with the Company, either voluntarily or
involuntarily, before the Company Contributions or ESOP Contributions are
Vested, the Participant will receive the then current market value of the larger
of:

         (a)      the Participant's Pre-Tax Savings Plan Contributions, plus all
                  earnings (not to exceed the current market value of the entire
                  Account), or

         (b)      the current market value of the entire Account less the
                  Unvested Company Contributions and Unvested ESOP
                  Contributions.

If a Participant, who remains an employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan before any of the Company
Contributions or ESOP Contributions are Vested, he/she will receive the amount
described above in this Section 3, less the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon
attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount.

SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

Subject to Article XI, Section 1, if a Participant terminates employment with
the Company after Company Contributions and ESOP Contributions are Vested, the
Participant will receive the then current market value of the entire Account
when he/she elects to make a voluntary withdrawal.

If a Participant, who remains an Employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions
and ESOP Contributions are Vested, or remains in a job whereby he/she is
ineligible to be an active Participant in the Plan, he/she will receive the
amount described above in this Section 4, less the then current market value of
his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall,
upon attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains
employed by the Company and who has attained age 59 1/2, voluntarily elects to
withdraw from the Plan after he/she becomes Vested in Company Contributions and
ESOP Contributions credited to his/her Account, he/she will receive the entire
amount described in this Section 4 as if he/she had terminated employment with
the Company.

SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY

If a Participant dies, retires or suffers a Total and Permanent Disability, the
Participant or Designated Beneficiary will receive the then current market value
of his/her Account. Distribution will not occur upon retirement or Total and
Permanent Disability in the event a Participant elects to defer the commencement
of distribution in accordance with Section 6 of this Article.

SECTION 6. DISTRIBUTION OF ACCOUNTS

         (a)      Form of Distribution of Accounts to a Participant During
                  His/Her Lifetime:


                                       30


                  If a Participant terminates participation in the Plan, due to
                  a separation from service or, if earlier, age 59 1/2,
                  distribution shall be made, subject to other limitations of
                  this Plan, by one of the following methods as he/she shall
                  elect:

                  (1)      Payment in cash, or

                  (2)      If the Participant has selected one or more of the
                           Investment Options:

                           (i)      payment in cash,

                           (ii)     payment in securities held for the
                                    Participant's Account, or

                           (iii)    a combination of (i) and (ii) above at the
                                    option of the Participant.

         (b)      Distribution of Cash and/or Securities

                  Distribution of cash and/or securities to a Participant who
                  either (i) retires from the Company under one of its
                  retirement programs, (ii) suffers a Total and Permanent
                  Disability, or (iii) dies, or (iv) becomes Vested in all
                  Company Contributions and ESOP Contributions in his/her
                  Account and remains in a job whereby he/she is ineligible to
                  be an active Participant in the Plan, shall be made, at the
                  Participant's or Designated Beneficiary's option, in one of
                  the following forms:

                  (1)      A single distribution to be received within ninety
                           (90) days from the date the Participant terminated
                           participation in the Plan,

                  (2)      Two (2) installment distributions, with the first
                           installment to be at least fifty percent (50%) of the
                           Participant's Account balance (as determined in
                           Section 3, 4 or 5 of this Article) and to begin
                           within ninety (90) days from the date the Participant
                           terminated participation in this Plan, and the second
                           and final installment to include the remainder of the
                           Account balance and to be received within twenty-four
                           (24) months after the date the Participant terminated
                           participation in this Plan.

                  (3)      For events described in Section 1(c) or 1(d) of this
                           Article, distribution will be made in a lump sum as
                           provided by Section 401(k)(10) of the Code.

                           Distribution of cash and/or securities to a
                           Participant who voluntarily elects to withdraw from
                           the Plan or terminates employment from the Company,
                           voluntarily or involuntarily, shall be made in a
                           single distribution to be received within ninety (90)
                           days from the date the Participant terminated
                           participation in the Plan.

                           Notwithstanding the foregoing, a Participant who
                           retires from the Company under one of its retirement
                           programs (except a deferred vested pension) may elect
                           to defer the commencement of distribution and remain
                           a Participant in this Plan until no later than April
                           1 of the calendar year following the calendar year in
                           which he/she attains age 70 1/2.



                                       31


                           Should the Participant fail to select a form of
                           distribution as previously described, the final
                           distribution will be made in a single distribution as
                           described in Section 6(b) (1) of this Article, in the
                           form of the Investment Option(s) then in the Account.

                           If a Participant should die before (all)
                           distribution(s) has (have) been made, such
                           distribution(s) shall be made to the Designated
                           Beneficiary.

         (c)      Distribution in Case of the Death of a Participant While an
                  Employee

                  In the event of the death of a Participant while an Employee,
                  distribution shall be made in accordance with Article X. Each
                  Designated Beneficiary shall make an appropriate election as
                  provided in Section 6(b) of this Article.

                  If the Designated Beneficiary should die before the final
                  distribution has been made then such final distribution shall
                  be made to the legally appointed representative(s) of the
                  Designated Beneficiary.

         (d)      Direct Rollover of Eligible Rollover Distributions

                  This subsection 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 subsection, a Distributee, as defined
                  under paragraph (1)(iii) of this subsection, may elect, at the
                  time and in the manner prescribed by the plan administrator,
                  to have any portion of an Eligible Rollover Distribution, as
                  defined under paragraph (1)(i) of this subsection, paid
                  directly to an Eligible Retirement Plan, as defined under
                  paragraph (1)(ii) of this subsection, specified by the
                  Distributee in a Direct Rollover, as defined under paragraph
                  (1)(iv) of this subsection.

                  (1)      Definitions

                           (i)      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 any distribution to the extent such
                                    distribution is required under section
                                    401(a)(9) of the Code, any distribution that
                                    is one of a series of substantially equal
                                    periodic payments (paid not less frequently
                                    than annually) over the life (or life
                                    expectancy) of the distributee or the joint
                                    lives (or life expectancies) of the
                                    distributee and a designated beneficiary or
                                    for a specified period of ten years or more,
                                    the portion of any distribution that is not
                                    includible in gross income, such other
                                    amounts specified in Treasury regulations
                                    and rulings, notices or announcements issued
                                    under Section 402(c) of the Code, and,
                                    effective January 1, 1999, any "hardship"
                                    distribution (as defined in Code Section
                                    401(k)).

                           (ii)     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


                                       32


                                    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.

                           (iii)    Distributee: A Distributee includes a
                                    Participant or the Participant's surviving
                                    spouse or Participant's former spouse who is
                                    the alternate payee under a qualified
                                    domestic relations order, as defined in
                                    section 414(p) of the Code.

                           (iv)     Direct Rollover: A Direct Rollover is a
                                    payment by the Plan to the Eligible
                                    Retirement Plan specified by the
                                    Distributee.

         (e)      Miscellaneous Provisions Relating to Distributions

                  Any distribution to which a Participant or the Designated
                  Beneficiary may be entitled shall have deducted therefrom all
                  incident expenses and/or taxes.

                  The Committee shall be notified upon forms prescribed by it as
                  to all actions which are to be taken under this Section by a
                  Participant or Designated Beneficiary.

                  The Trustee shall be notified in writing by the Committee
                  concerning any action required by the Trustee to be taken
                  under this Section.

                  Unless the Participant elects otherwise, in no event shall any
                  retirement, death, or disability benefit commence later than
                  the sixtieth (60th) day after the latest of the close of the
                  Plan Year in which (1) occurs the date on which the
                  Participant attains the earlier of age 65 or the normal
                  retirement age specified hereunder (if other than 65) (whether
                  or not by reason of reference to the Company's retirement
                  programs), (2) occurs the tenth anniversary of the year in
                  which the Participant commenced participation in the Plan, or
                  (3) the Participant terminates service with the Company.

         (f)      Provision Pursuant to Code Section 401(a)(9)

                  All distributions required under this Article XI shall be
                  determined and made in accordance with the proposed
                  regulations under Code Section 401(a)(9) including the minimum
                  distribution incidental benefit requirement of section
                  1.401(a)(9)-2 of the proposed regulations, as may be amended
                  or promulgated from time to time.

                  (1)      Notwithstanding any other provision of the Plan, for
                           individuals who are five percent (5%) owners (as
                           defined in Section 416 of the Code) or who attain age
                           seventy and one-half (70 1/2) in Plan Years prior to
                           2003, the entire interest of each such Participant
                           under the Plan shall be distributed, commencing not
                           later than April 1 of the calendar year following the
                           calendar year in which he/she attains age seventy and
                           one-half (70 1/2). For individuals who are not five
                           percent (5%) owners (as defined in Section 416 of the
                           Code) and who attain age seventy and one-half (70
                           1/2) in Plan Years after 2002, the entire interest of
                           each such


                                       33


                           Participant in the Plan shall be distributed to
                           him/her by April 1 of the calendar year following the
                           later of either:

                           (i)      the calendar year in which the Employee
                                    attains age seventy and one-half (70 1/2),
                                    or

                           (ii)     the calendar year in which the Employee
                                    retires.

                  Such distribution shall be (1) in accordance with regulations
                  prescribed by the Secretary of the Treasury, over the life of
                  such Participant and his/her Designated Beneficiary, or (2) in
                  accordance with such regulations, over a period not extending
                  beyond the life expectancy of such Participant or the life
                  expectancy of such Participant and his/her Designated
                  Beneficiary.

                  (2)      If distribution of a Participant's interest under the
                           Plan has begun in accordance with paragraph (1) of
                           this subsection and such Participant dies before
                           his/her entire interest has been distributed to
                           him/her, the remaining portion of such interest shall
                           be distributed to his/her Designated Beneficiary at
                           least as rapidly as under the method of distribution
                           being used under such paragraph (1) as of the date of
                           his/her death.

                  (3)      If a Participant dies before the distribution of
                           his/her interest under the Plan has begun in
                           accordance with paragraph (1) of this subsection, the
                           entire interest of the Participant shall be
                           distributed to his/her Designated Beneficiary within
                           five (5) years after such Participant's death;
                           provided, however, that such five-year rule shall not
                           be applicable to any portion of the Participant's
                           interest under the Plan which is payable to any
                           individual designated by the Participant as his/her
                           Designated Beneficiary if:

                           (i)      such portion will be distributed (in
                                    accordance with regulations prescribed by
                                    the Secretary of the Treasury) over the life
                                    of such Designated Beneficiary, and

                           (ii)     such distributions to such Designated
                                    Beneficiary begin not later than one year
                                    after the date of the Participant's death or
                                    such later date as the Secretary of the
                                    Treasury may by regulations prescribe or, if
                                    such Designated Beneficiary is the
                                    Participant's surviving spouse, not later
                                    than the date on which the Participant would
                                    have attained age 70 1/2.

                  (4)      If the Participant's surviving spouse is his/her
                           Designated Beneficiary and such spouse dies before
                           the distributions to such spouse begin, paragraph (3)
                           shall be applied as if the surviving spouse were the
                           Participant.

                  (5)      Under regulations prescribed by the Secretary of the
                           Treasury, for purposes of this subsection, any amount
                           paid to a child shall be treated as if it had been
                           paid to the surviving spouse if such amount will
                           become payable to the surviving spouse upon such
                           child reaching majority (or other designated event
                           permitted under such regulations).


                                       34


SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Each Participant who has forfeited any Company Contributions or ESOP
Contributions has the right to gain restoration of the forfeited Company
Contributions and ESOP Contributions. A Participant who (i) terminates
participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article
XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his
Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of
the third paragraph of Section 2 of Article VI and (iv) subsequently becomes
rehired by the Controlled Group, will have the right within the earlier of (1)
five (5) years after re-employment or (2) the close of five (5) consecutive
Severance Periods commencing after the date of distribution, to restore to the
Account the dollar value of the previously forfeited Company Contributions and
ESOP Contributions by contributing back to the Account the total lump sum amount
(dollar value as of the date of distribution) of the distribution which caused
the forfeiture.

SECTION 8. DETERMINATION OF VALUE

Determinations of value hereunder shall be made pursuant to an annual valuation
by the Trustee at the fair market value as of the close of business on the
annual valuation date to be established by the Trustee. If no such date is
established, the annual valuation date shall be the last day of the Plan Year.
Interim valuations, or partial valuations of one or more of the investment
funds, may occur upon the direction of the Committee. The then current value of
a Participant's Account, or any part thereof, as of any date, shall be
determined by reference to the valuation (whether or not the annual valuation)
coincident with or last preceding the date as of which such Account is to be
valued.



                                       35


                                  ARTICLE XII
                         MAXIMUM CONTRIBUTION LIMITATION

SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c)

         (a)      MAXIMUM ANNUAL ADDITION: The "annual addition" to a
                  Participant's Account shall not exceed the lesser of (i)
                  $30,000 (as adjusted, effective January 1, 1995, pursuant to
                  Section 415(d) of the Code) or (ii) twenty-five percent (25%)
                  of the Participant's Compensation (as defined in paragraph (d)
                  below) for that Plan Year. The Compensation limitation in
                  (a)(ii) above shall not apply to amounts treated as Annual
                  Additions under Sections 415(l)(1) or 419A(f)(2) of the Code.

                  The term "annual addition" means the amount allocated to a
                  Participant's Account during the limitation year (as
                  hereinafter defined) that constitutes:

                           1.       Forfeitures;

                           2.       all Employee contributions;

                           3.       amounts allocated to an individual medical
                                    account, as defined in section 415(1)(2) of
                                    the Code, which is part of a pension or
                                    annuity plan maintained by the Company are
                                    treated as annual additions to a defined
                                    contribution plan. Also amounts derived from
                                    contributions paid or accrued which are
                                    attributable to post-retirement medical
                                    benefits, allocated to the separate account
                                    of a key employee, as defined in section
                                    419A(d)(3) of the Code, under a welfare
                                    benefit fund, as defined in section 419(e)
                                    of the Code, maintained by the Company are
                                    treated as annual additions to a defined
                                    contribution plan; and

                           4.       all Company Contributions.

                  Any amount which may be excluded from the computation of
                  annual additions under Treas. Reg. 1.415-6 shall be excluded
                  from such computation.

                  In addition, all defined contribution plans of the Company,
                  terminated or not, shall, for purposes of these limitations,
                  be considered as one Plan.

         (b)      LIMITATION YEAR: For purposes of determining "annual
                  additions", the Limitation Year shall be the Plan Year.

         (c)      In the case of a group of Companies which constitutes a
                  controlled group of corporations (as defined in Section
                  1563(a) of the Code), all such Companies shall be considered a
                  single Company or employer for purposes of applying the
                  limitation of Section 415 of the Code.

         (d)      COMPENSATION. For purposes of this Section 1, Compensation
                  shall mean compensation within the meaning of Section
                  415(c)(3) of the Code and the regulations thereunder. For
                  limitation years beginning on and after January 1, 2001, for
                  purposes of applying the


                                       36


                  limitations described in this section, compensation paid or
                  made available during such limitation years shall include
                  elective amounts that are not includible in the gross income
                  of the employee by reason of Section 132(f)(4) of the Code.

         (e)      ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the
                  allocation of forfeitures, a reasonable error in estimating a
                  Participant's Compensation, or under other facts and
                  circumstances provided for under Treasury Regulation 1.415-
                  6(b)(6), the annual addition to a Participant would exceed the
                  maximum provided in this Section 1, the administrator shall
                  return any voluntary Participant contributions credited for
                  the Limitation Year to the extent the return would reduce the
                  excess amounts in the Participant's Accounts; to the extent
                  excess amounts continue to exist, the excess amounts shall be
                  allocated and reallocated to other Participants in the Plan.
                  However, if such allocation or reallocation of the excess
                  amounts causes the limitations of Section 415 to be exceeded
                  with respect to each Plan Participant for the Limitation Year,
                  then such amounts shall be held unallocated in a suspense
                  account (the "Section 415 Suspense Account"). If a Section 415
                  Suspense Account is in existence at any time during a
                  particular Limitation Year, other than the Limitation Year
                  described in the preceding sentence, all amounts in the
                  Section 415 Suspense Account shall be allocated and
                  reallocated (subject to the limitations of Section 415) before
                  any contributions by the Company which would constitute annual
                  additions may be made to the Plan for that Limitation Year.
                  The Section 415 Suspense Account shall not share in any
                  earnings or losses of the Trust Fund.

SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE

This Section 2 shall not apply after December 31, 1999.

         (a)      Except as otherwise provided in Section 415(e) of the Code, in
                  any case in which an individual is a participant in both a
                  defined benefit plan and a defined contribution plan
                  maintained by the Affiliated Group, the sum of the defined
                  benefit plan fraction and the defined contribution plan
                  fraction for any Plan Year commencing on or after the
                  Effective Date shall not exceed 1. For purposes of the
                  preceding sentence,

                  (1)      the defined benefit plan fraction for any Plan Year
                           is a fraction (i) the numerator of which is the
                           projected annual benefit of the participant under the
                           plan (determined as of the close of the Plan Year),
                           and (ii) the denominator of which is the lesser of
                           (A) the product of 1.25, multiplied by the dollar
                           limitation in effect under Section 415(b)(1)(A) of
                           the Code for such Year, or (B) the product of 1.4,
                           multiplied by the amount which may be taken into
                           account under Section 415(b)(l)(B) of the Code with
                           respect to such participant under the plan for such
                           Year; and

                  (2)      the defined contribution plan fraction for any Plan
                           Year is a fraction (i) the numerator of which is the
                           sum of the annual additions to the participant's
                           account as of the close of the Plan Year and for all
                           prior Plan Years, and (ii) the denominator of which
                           is the sum of the lesser of the following amounts
                           determined for such Plan Year and for each prior Plan
                           Year of service with the Affiliated Group;


                                       37


                  (A)      the product of 1.25, multiplied by the dollar
                           limitation in effect under Section 415(c)(1)(A) of
                           the Code for such Plan Year, or

                  (B)      the product of 1.4, multiplied by the amount which
                           may be taken into account under Section-415(c)(1)(B)
                           of the Code with respect to such participant under
                           such plan for such Plan Year.

         (b)      Such reductions as are necessary to comply with the
                  limitations of this Section with respect to a Participant in
                  this Plan shall be made in his/her accrued benefit in
                  accordance with applicable law; provided, however, that
                  reductions shall first be made in accrued benefits in
                  accordance with the provisions of any defined contribution
                  plan of a controlled group member in which the Participant
                  also participates prior to reduction in annual additions
                  pursuant to a defined benefit plan, and to that end the
                  Company shall reduce such accrued benefits to the extent
                  necessary so that the defined contribution fraction set forth
                  in Subsection (a) (1) of this Section is reduced so that such
                  limitations are not exceeded, and reduction of annual
                  additions shall then be made in accordance with the provisions
                  of this Plan as are necessary to comply with the limitations
                  of this Section.

SECTION 3. ANTI-DISCRIMINATION TEST

Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of
a Participant shall be limited, to the extent necessary to satisfy the
anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan
Year the Average Actual Deferral Percentage for the Highly Compensated Employees
with respect to any Plan Year shall not exceed the greater of (a) or (b):

         (a)      The average Actual Deferral Percentage for the Eligible
                  Employees who are Non-Highly Compensated Employees for the
                  Plan Year multiplied by 1.25, or

         (b)      The Actual Deferral Percentage for the Eligible Employees who
                  are Non-Highly Compensated Employees multiplied by 2;
                  provided, however, that the Average Actual Deferral Percentage
                  for the Highly Compensated Employees may not exceed the Actual
                  Deferral Percentage for the Eligible Employees who are
                  Non-Highly Compensated Employees by more than two (2)
                  percentage points (or such lesser amount as determined by the
                  Secretary of Treasury).

If, at any time during a Plan Year, the Actual Deferral Percentage for the
Highly Compensated Employees exceeds or is reasonably expected by the Committee
to exceed the greater of (a) or (b) above, then the Committee, in its sole and
absolute discretion, shall distribute the Excess Contributions (as hereinafter
defined) and income allocable to the contributions to the Highly Compensated
Employees on whose behalf such Excess Contributions were made. For purposes of
this Section 3, Excess Contributions shall mean the amount determined pursuant
to Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall
be reduced, as determined by Secretary of the Treasury, by the amount of any
Excess Deferrals which are distributed to the Participant pursuant to Section 1
of Article III. Any distribution of the Excess Contributions shall be made to
each Highly Compensated Employee based on his respective portion of the Excess
Contributions by reducing the amount of Pre-Tax Savings Plan Contributions
actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings
Plan Contribution is the greatest of the Highly Compensated Employees until such
Participant's Pre-Tax Savings Plan Contribution is equal to the Pre-Tax Savings
Plan


                                       38


Contribution of the Highly Compensated Employees whose Pre-Tax Savings Plan
Contribution is the second greatest and continuing to prospectively reduce the
amount of Company Contributions to be paid over to the Trust on behalf of the
Highly Compensated Employees in a like manner until the Actual Deferral
Percentage of the Highly Compensated Employees equals (by rounding up) for the
Plan Year the greater of (a) or (b) above.

The income allocable to a Participant's Excess Contributions shall be determined
by multiplying the income allocable to the Participant's Pre-tax Savings Plan
Contribution by a fraction, the numerator of which is the Participant's Excess
Contribution and the denominator of which is the Participant's balance in his
Company Wage Reduction Contribution Account as of the last day of the Plan Year.

The Excess Contributions which would otherwise be distributed to the Participant
shall be adjusted for income; shall be reduced, in accordance with regulations,
by the amount of Excess Deferrals distributed to the Participant; shall, if
there is a loss allocable to the Excess Contributions, in no event be less than
the lesser of the Participant's Accounts under the Plan or the Participant's
Company Wage Reduction Contribution for the Plan Year.

Amounts distributed under this Section 3 shall be treated as a reduction in the
amount of Compensation to be reduced pursuant to Section 1 of Article III by
each Participant.

In calculating the actual deferral percentage for purposes of section 401(k),
the actual deferral ratio of a Highly Compensated Employee will be determined by
treating all cash or deferred arrangements under which the Highly Compensated
Employee is eligible (other than those that may not be permissively aggregated)
as a single arrangement.

This paragraph shall apply until January 1, 1997. In the case of a Highly
Compensated Employee who is one of the ten most Highly Compensated Employees and
is thereby subject to the family aggregation rules of Section 414(q)(6), the
actual deferral ratio (ADR) for the family group (which is treated as one Highly
Compensated Employee) is the ADR determined by combining the elective
contributions, compensation and amounts treated as elective contributions of all
eligible family members. Except to the extent taken into account in the
preceding sentence, the elective contributions, compensation, and amounts
treated as elective contributions of all family members are disregarded in
determining the Actual Deferral Percentages for the groups of Highly Compensated
Employees and nonhighly compensated employees.

This paragraph shall apply until January 1, 1997. In the case of a Highly
Compensated Employee whose ADR is determined under the family aggregation rules,
the determination of the amount of excess contributions shall be made as
follows: The ADR is reduced in accordance with the "leveling" method described
in section 1.401(k)-1(f)(2) of the regulations and the excess contributions are
allocated among the family members in proportion to the contributions of each
family member that have been combined.

Failure to correct Excess Contributions by the close of the Plan Year following
the Plan Year for which they were made will cause the Plan to fail to satisfy
the requirements of Code Section 401(k)(3) for the Plan Year for which the
Excess Contributions were made and for all subsequent years they remain in the
Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the
amount of Excess Contributions unless they are corrected within two and one-half
(2 1/2) months after the close of the Plan Year for which they were made.


                                       39


To the extent required by the Code and Treasury Regulations, the limitations set
forth in Section 2 shall be applied separately to each of the Non-ESOP Feature
and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying
this Section 3 for any Plan Year in which

         (a)      the ESOP Feature is maintained, and

         (b)      the requirements of Sections 401(k)(12) and 401(m)(11) of the
                  Code are not satisfied

a single Actual Deferral Percentage will be calculated for the group of eligible
Employees who are Highly Compensated Employees and a single Actual Deferral
Percentage will be calculated for the group of Eligible Employees who are
Non-Highly Compensated Employees for the Plan Year, notwithstanding the
existence of the ESOP portion of the Plan and the disaggregation rules of
Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason
of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan
Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan
Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year
(including any Pre-Tax Savings Plan Contributions that are invested in Common
Stock) and such account is not part of the ESOP, and all Company Contributions
made in such Plan Year are allocated to the Company Contribution subaccount of
the Participant's Non-ESOP Account in such Plan Year (including any Company
Contributions that are invested in Common Stock) and such account is not part of
the ESOP.


                                       40


                                  ARTICLE XIII
                                    RESERVED



                                       41




                                  ARTICLE XIV
                           ADMINISTRATION OF THE PLAN

SECTION 1. SAVINGS PLAN COMMITTEE

The Plan shall be administered by the Defined Contribution Plan Committee which
shall be appointed by the Board of Directors of the Company.

The Committee shall consist of at least three (3) members who shall be
designated from time to time by the Board of Directors of the Company, and shall
act by at least a majority of members.

The Committee, by a majority vote of its members, shall appoint a plan
administrator, chairman and secretary. The plan administrator as appointed by
the Committee shall be the "Named Fiduciary" of the Plan with respect to
administrative matters, and the Trustee shall be the "Named Fiduciary" with
respect to the handling of Plan assets.

The Board of Directors shall, from time to time, notify the Trustee of the
number and the identity of the members of the Committee and the Trustee shall be
entitled to rely upon such notices.

SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE

The Committee shall adopt such uniform and nondiscriminatory administrative
regulations under the Plan as it shall deem to be necessary or appropriate for
the efficient administration of the Plan.

The Committee shall have sole and absolute discretion to interpret the
provisions of the Plan or Trust Agreement (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan or Trust Agreement),
to make factual findings with respect to any issue arising under the Plan, to
determine the rights and status under the Plan of Participants and other
persons, to decide disputes arising under the Plan and to make any
determinations and factual and other findings with respect to the benefits
payable thereunder and the persons entitled thereto as may be required for the
purposes of the Plan. In furtherance of, but without limiting, the foregoing,
the Committee is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Committee):

         (a)      to resolve questions (including factual questions) arising
                  under the provisions of the Plan as to any individual's
                  entitlement to become a Participant;

         (b)      to determine the amount of benefits, if any, payable to any
                  person under the Plan (including, to the extent necessary,
                  making any factual findings with respect thereto); and

         (c)      to conduct the review procedure specified in Section 3(g) of
                  this Article.

The Committee shall have full power and authority to administer the Plan and to
interpret its provisions, and its interpretations shall be final and binding
upon the Company, its personnel, the Union, the Trustee and all other parties in
interest, subject to the provisions of Section 3 of this Article.


                                       42


SECTION 3. FIDUCIARY PROVISIONS

         (a)      Named Fiduciaries

                  Among the named fiduciaries under the Plan shall be the
                  Company, and the Trustee, investment advisors or insurance
                  companies, each of which shall have such powers, duties,
                  responsibilities and authority as shall be specified in the
                  Plan or trust agreement entered into for the purpose of
                  managing the Trust Fund, subject to any delegation thereof as
                  provided in the Plan or such trust agreement. Any other
                  person, entity, committee, board, department, office, or
                  identifiable part of any legal entity may be designated by the
                  Company as a named fiduciary by an instrument signed by the
                  Company, delivered to such designated named fiduciary and to
                  the Trustee and accepted in writing by the designated named
                  fiduciary. Any such designation may be terminated at any time
                  by the Company or by such named fiduciary by written notice
                  delivered to the other of them and to the Trustee.

         (b)      Liability of Fiduciaries

                  To the extent permitted by law, (1) neither the Company nor
                  any director, officer, or Employee shall be personally liable
                  upon any contract or other instrument made or executed by
                  him/her or it or in his/her or its behalf in the
                  administration of the Plan or the Trust Fund; (2) neither the
                  Company nor any director, officer, or Employee who is a
                  fiduciary shall be liable for the neglect, omission or
                  wrongdoing of any other fiduciary; (3) the Company, person,
                  committee or board and each member thereof to whom the Company
                  delegates (or the Plan or trust agreement assigns) any duty
                  with respect to the Plan or Trust Fund, may rely and shall be
                  fully entitled to act upon the advice of counsel, who may be
                  of counsel for the Company, and upon the opinion, certificate,
                  valuation, report, recommendation or determination of an
                  actuary appointed by the Company to assist in the operation of
                  the Plan; (4) the Company and each director, officer, or
                  Employee who is a fiduciary shall be solely responsible for
                  his/her own acts or omissions; and (5) if any responsibility
                  of the Company or of a director, officer, or Employee who is a
                  fiduciary is allocated to any other person or if a person is
                  designated to carry out any responsibility in accordance with
                  the provisions of the Plan or trust agreement, then such
                  fiduciary shall not be responsible for any act or omission of
                  such person in carrying out such responsibility.

         (c)      Delegation of Fiduciary Duties

                  The Company may delegate to any person, entity, committee,
                  board, department, office, or identifiable part of any legal
                  entity any one or more powers, functions, duties or
                  responsibilities with respect to the Plan or the Trust Fund,
                  provided that no such power, function, duty or responsibility
                  which is assigned to a fiduciary (other than the Company)
                  pursuant to some other Section of the Plan or the trust
                  agreement shall be so delegated without the written consent of
                  such fiduciary.

                  Any delegation pursuant to the preceding provisions: (1) shall
                  be signed by the Company and be delivered to and accepted in
                  writing by the delegate, (2) shall contain such provisions and
                  conditions relating to such delegation as the Company deems
                  appropriate,


                                       43


                  (3) may be amended from time to time by written agreement
                  signed on behalf of the Company and the delegate and (4) may
                  be revoked (in whole or in part) at any time by written notice
                  from the Company delivered to the delegate or from the
                  delegate to the Company.

         (d)      Personal Liability of Non-Fiduciaries

                  Except for gross neglect or malfeasance, no non-fiduciary
                  officers, directors or Employees of the Company shall be
                  personally liable for acts done hereunder or related hereto,
                  or for the making, retention or sale of any contract or
                  contracts made as herein provided, or for the failure to
                  invest or reinvest any funds or for any loss to or diminution
                  of the Trust Fund, nor shall any of them be personally liable
                  for or answerable to any Participant or any other person in
                  connection with any exercise of discretion under the terms of
                  this instrument relating to the payment or non-payment of
                  benefits.

         (e)      Defense of Fiduciaries and Non-Fiduciaries

                  The Company shall, at its expense, defend or provide for the
                  defense of any or all fiduciary or non-fiduciary officers,
                  directors or employees of the Company against any such claims,
                  allegations, suits, or charges relating to or incidental to
                  the above matter, and shall continue to do so in any given
                  cases, unless and until it shall clearly appear that gross
                  neglect or malfeasance is involved in any such particular
                  case.

         (f)      Claims for Benefits

                  Claims for benefits from this Plan shall be submitted to the
                  designated representative of the Committee on such forms as
                  may be designated by the Committee.

         (g)      Appeals Procedure

                  Upon the denial of any form of benefit, either partial or
                  total, the Participant or Designated Beneficiary shall have
                  the right to receive from the Committee a written notice
                  stating:

                  (1)      The specific reason for denial,

                  (2)      The pertinent Section of the Plan on which the denial
                           was based,

                  (3)      Other information the Committee may feel necessary to
                           explain the denial, and

                  (4)      An explanation of the claims review procedure.

                  The Participant, Designated Beneficiary or a duly authorized
                  representative, may, within ninety (90) days of such denial,
                  file with the Plan Administrator an appeal for review of
                  denial of benefits. In considering any appeal pursuant to this
                  Section 3(g), the Plan Administrator shall have the same
                  powers to interpret the Plan and make factual findings with
                  respect thereto as are granted to the Committee under Section
                  2 hereof. The Participant, Designated Beneficiary or duly
                  authorized representative shall have the right to examine all
                  pertinent documents relating to the original denial within
                  sixty (60) days of the


                                       44


                  filing date of such appeal, the Committee shall review such
                  appeal and provide the Participant a decision as to denial or
                  approval. Such decision shall be in writing and shall cover
                  all pertinent facts considered in making the decision.

SECTION 4. ACTION BY THE COMPANY

Any action by the Company under this Plan shall be made pursuant to
authorization of its Board of Directors.

SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS

The Trustee and the Committee may, by agreement in writing, arrange for the
delegation by the Trustee to the Company of any of the functions of the Trustee,
except the custody and distribution of assets, the voting of Common Stock held
by the Trustee, and the purchase and sale or redemption of securities.

SECTION 6. DUTIES OF THE TRUSTEE

The Trustee shall keep accurate and detailed accounts of all investments,
receipts and disbursements and other transactions.

The Trustee shall annually, following the close of each Plan Year, revalue and
adjust each Participant's Account at its current market value at the end of the
Plan Year.

The Trustee shall furnish at least annually to each Participant a statement
showing the status of his/her Account under the Plan. This statement shall be
deemed to have been accepted as correct unless written notice to the contrary is
received by the Trustee within thirty (30) days after its mailing or delivery
(if distribution is other than by mail) to a Participant.

SECTION 7. ACCOUNTS OF THE TRUSTEE

The annual financial statement of the Plan shall be audited annually by auditors
selected by the Company.

SECTION 8. RECORDS

The records of the Trustee, Committee and the Company shall be conclusive with
respect to all matters involved in the administration of this Plan.

SECTION 9. VOTING OF COMMON STOCK

         (a)      Each Participant shall have the right to direct the Trustee as
                  to the manner in which voting rights with respect to shares of
                  Common Stock held in the Participant's Account shall be
                  exercised.

         (b)      In order to implement the voting rights granted in this
                  Section, the Company shall furnish to the Trustee such
                  information as will be distributed to shareholders of the
                  Company in connection with each such vote and a form for the
                  use by Participants in directing the Trustee as to the manner
                  in which voting rights shall be exercised (the "Documents"),
                  in quantities approximately equal to the number of
                  Participants holding shares of Common


                                       45


                  Stock in Accounts at the time of such distribution. The
                  Trustee shall use its best efforts to distribute or cause to
                  be distributed to each Participant the Documents as soon as
                  practicable following the furnishing of the Documents to the
                  Trustee. The Trustee will follow the written directions of
                  each Participant with respect to the voting of the shares of
                  Common Stock held in such Participant's Account, provided that
                  such written directions are received by the Trustee by the
                  close of business two (2) days prior to the time such shares
                  must be voted. Any such written direction by a Participant to
                  the Trustee shall be effective as of the date such direction
                  is received by the Trustee. Each Participant shall be
                  permitted to revoke or change such direction, provided such
                  revocation or change is received in writing by the Trustee by
                  the close of business two (2) days prior to the time such
                  shares of Common Stock must be voted.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 9(b) of this Article, the Trustee
                  shall vote all shares of Common Stock held in such
                  Participant's Account in the same manner in which the Trustee
                  is directed by Participants, pursuant to Section 9(b) of this
                  Article, to vote the majority of the aggregate shares of
                  Common Stock held in such Participants' Accounts unless the
                  Trustee is required, by ERISA, to vote the stock in a
                  different manner.

         (d)      The right granted to each Participant pursuant to this Section
                  9 to direct the manner in which shares of Common Stock
                  allocated to such Participant's Account are voted, and the
                  provisions instructing the Trustee regarding the manner in
                  which voting rights with respect to such shares shall be
                  exercised in the absence of written directions from a
                  Participant, shall include the manner in which the rights with
                  respect to corporate action by shareholder consent is
                  exercised.

         (e)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Documents and to
                  exercise all of the rights granted to each such Participant
                  pursuant to this Section 9 in the event of the death of such
                  Participant.

SECTION 10. NOTICES

All notices, reports and statements given, made, delivered or transmitted to a
Participant shall be duly given, made, delivered or transmitted as the Committee
may deem appropriate.

All directions, notices and other communications from Participants to the
Committee shall be in such form as may be prescribed by the Committee.

Such written directions, notices and other communications shall be mailed by
first class mail or delivered to the secretary of the Committee and shall be
deemed to have been given when received by the secretary or his/her duly
authorized representative.

SECTION 11. COSTS AND EXPENSES

Except as provided in Article XV Section 3 with respect to transaction expenses,
all costs and expenses incurred in the administration of the Plan shall be paid
by the Company; provided, however, that any taxes which may be imposed on the
income or the assets of the trust shall be paid out of the assets in the hands
of the Trustee and shall be charged ratably against the Accounts of the
Participants.


                                       46


Notwithstanding the foregoing, any taxes incurred by reason of specific
investments or transactions shall be charged against those Accounts of the
Participants which were involved in such investments or transactions on the
basis of the respective interests of such Accounts in the investments or
transactions generating such tax liability.

SECTION 12.       MISCELLANEOUS

         (a)      Construction of Agreement

                  The Plan shall be governed by and construed in accordance with
                  the laws of the State of Ohio, to the extent those laws have
                  not been superseded by Federal law (which shall otherwise
                  apply).

         (b)      Participant's Rights

                  Participation in the Plan by a Participant shall in no way
                  affect any of the Company's rights as contained in the Basic
                  Labor Agreement between the Company and the Union.

         (c)      Headings

                  The headings and captions contained in this document are for
                  convenience of reference only, and are not deemed to
                  constitute a part of the Plan.

         (d)      Against Public Policy

                  Should any provision (or part of any provision) of this Plan
                  be determined by a court of competent jurisdiction to be
                  contrary to law or unenforceable as a matter of public policy,
                  such provision shall be considered severable, and this Plan
                  shall be considered not to include the provision in issue. The
                  Plan shall be construed by the Committee, by the Plan
                  Administrator, and all other persons relying on this document
                  as though such provision (or part thereof) did not exist, and
                  the Plan shall be applied and enforced in the manner
                  determined by the Plan Administrator to be most nearly
                  consistent with the deleted provision as is permissible under
                  law and public policy.

         (e)      Certain Reversions to the Company Permitted

                  Reversions of contributions to the Company will be permitted
                  to the extent provided by Section 403(c) of ERISA.

                  Any contribution made by the Company because of a mistake of
                  fact must be returned to the Company within one year of the
                  contribution.

                  In the event the deduction of a contribution made by the
                  Company is disallowed under section 404 of the Code, such
                  contribution (to the extent disallowed) must be returned to
                  the Company within one year of the disallowance of the
                  deduction.

                  In the event that the Commissioner of Internal Revenue
                  determines that the plan is not initially qualified under the
                  Internal Revenue Code, any contribution made incident to that


                                       47


                  initial qualification by the Company must be returned to the
                  Company within one year after the date the initial
                  qualification is denied, but only if the application for the
                  qualification is made by the time prescribed by law for filing
                  the Company's return for the taxable year in which the plan is
                  adopted, or such later date as the Secretary of the Treasury
                  may prescribe.

         (f)      Payment to Minor or Incompetent Person

                  In the event that any benefit payable under this Plan is
                  payable to or for the benefit of a minor, an incompetent
                  person, or other person incapable of receipting therefor, such
                  benefit shall be deemed paid when paid to such person's
                  guardian or to the party providing or reasonably appearing to
                  provide for the care of such person, and such payment shall
                  fully discharge the Trustee, the Plan Administrator, the
                  Company and all other parties with respect thereto.

         (g)      Forfeiture if Participant or Designated Beneficiary Cannot Be
                  Located

                  In the event that any benefit payable under this Plan to any
                  Participant or Designated Beneficiary cannot be paid because
                  the proper payee cannot be located or identified by the
                  Trustee, such benefit shall be deemed forfeited thirty-six
                  (36) months from the date on which the Trustee or Plan
                  Administrator first attempted to locate such payee, provided,
                  however, that upon presentation by such proper payee of a
                  subsequent claim for such forfeited benefit, the full amount
                  of the forfeited benefit shall be restored.

         (h)      Merger or Consolidation

                  In the event of the merger or consolidation of this Plan (or
                  any part thereof) into any other plan, or the transfer to or
                  from this Plan of any of the assets held for the benefit of
                  Participants and Designated Beneficiaries, each Participant
                  and Designated Beneficiary affected by such merger,
                  consolidation or transfer shall have an accrued benefit in the
                  surviving or transferee plan (determined as if such plan were
                  then terminated immediately after such merger, consolidation
                  or transfer) that is equal to or greater than his/her accrued
                  benefit to which he/she would have been entitled, had the Plan
                  been terminated immediately prior to the occurrence of such
                  merger, consolidation or transfer.

         (i)      Electronic Media

                  Notwithstanding any provision of the Plan to the contrary,
                  including any provision which requires the use of a written
                  instrument, to the extent permitted by applicable law, the
                  Committee may establish procedures for the use of electronic
                  media in communications and transactions between the Plan or
                  the Committee and Participants and Beneficiaries. Electronic
                  media may include, but are not limited to, e-mail, the
                  Internet, intranet systems and automated telephonic response
                  systems.

         (j)      Plan Conversions

                  Notwithstanding any provision of the Plan to the contrary,
                  during any conversion period, in accordance with procedures
                  established by the Committee, the Committee may temporarily


                                       48


                  suspend, in whole or in part, certain provisions of the Plan,
                  which may include, but are not limited to, a Participant's
                  right to change his contribution election, a Participant's
                  right to change his investment election and a Participant's
                  right to borrow or withdraw from his Account or obtain a
                  distribution from his Account.

SECTION 13. DESIGNATION OF TRUSTEE

In order to implement the Plan, the Company will enter into a trust agreement
with the Trustee to the end that contributions of the Participants and the
contributions of the Company shall be invested in accordance with the provisions
of this Plan and shall be held in Trust for the exclusive benefit of the
Participants or their Designated Beneficiaries.

The Company may, without further reference to or action by any Participant, from
time to time, enter into such further agreements with the Trustee or other
parties and make such amendments to said trust agreements or said further
agreements as it may be necessary or desirable to carry out the Plan, may from
time to time designate a successor Trustee or successor Trustees, or may take
such other steps to execute such other instruments as it may deem necessary or
desirable to put the Plan into effect or to carry out the provisions thereof.

SECTION 14. TENDER AND EXCHANGE OFFERS

Notwithstanding any other provision contained herein to the contrary (including,
without limitation, the provisions of ARTICLE XIII), in the event the Trustee
receives (i) any tender offer which is subject to Section 14(d)(1) of the
Securities Exchange Act of 1934, as amended from time to time, and to
regulations promulgated thereunder, or (ii) any other offer or option to buy or
exchange more than thirty (30) percent of the outstanding shares of Common
Stock, the provisions of this Section 14 of ARTICLE XIV shall apply.

         (a)      Each Participant shall have the right to direct the Trustee as
                  to whether to tender and sell or exchange pursuant to such
                  offer any whole and fractional shares of Common Stock held in
                  the Participant's Account.

         (b)      In order to implement the rights granted in this Section 14 of
                  ARTICLE XIV, the Company shall furnish to the Trustee such
                  information as may be distributed by it to shareholders of the
                  Company in connection with each such offer (the "Tender
                  Document"), in quantities approximately equal to the number of
                  Participants holding shares of Common Stock in Accounts at the
                  time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each
                  Participant the Tender Documents together with all other
                  materials that the Trustee receives as a shareholder from any
                  other party with respect to such offer (the "Additional Tender
                  Documents") and a form prepared by the Trustee for the use by
                  Participants in directing the Trustee as to whether or not
                  shares of Common Stock in the Participants' Accounts shall be
                  tendered and sold or exchanged as soon as practicable
                  following the furnishing of the Tender Documents and
                  Additional Tender Documents to the Trustee. The Trustee will
                  follow the written directions of each Participant with respect
                  to the tender, and sale or exchange if the tender is accepted,
                  of the whole and fractional shares of Common Stock held in
                  such Participant's Account, provided that such written
                  directions are received by the Trustee by the close of
                  business two (2) days prior to the time such shares must be
                  tendered. Any such written direction by a Participant to the
                  Trustee shall be effective as of the date such direction is
                  received by the Trustee. Each Participant shall be permitted
                  to revoke or change such direction, provided such revocation
                  or change is received in writing by the Trustee by the close
                  of business


                                       49


                  two (2) days prior to the time such shares of Common Stock
                  must be tendered. The Trustee shall tender all shares of
                  Common Stock as to which valid and timely directions to do so
                  have been received by it and have not been subsequently timely
                  revoked prior to the expiration date of the offer to which the
                  directions relate, and, to the extent the tender is accepted,
                  the shares so tendered shall be sold or exchanged as soon as
                  practical thereafter. Each Participant may direct the Trustee
                  to withdraw any shares of Common Stock in the Participant's
                  Account which were previously tendered, and the Trustee shall
                  withdraw such shares of Common Stock prior to the withdrawal
                  date of the offer, provided such direction is received in
                  writing by the Trustee by the close of business two (2) days
                  prior to the withdrawal date of the offer. Any and all
                  directions given to the Trustee by any Participant pursuant to
                  this Section 14 of ARTICLE XIV shall remain in the strict
                  confidence of the Trustee.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 14(b) of ARTICLE XIV, the Trustee
                  shall tender, and sell or exchange in the event the tender is
                  accepted, at the times provided in Section 14(b) of ARTICLE
                  XIV, all whole and fractional shares of Common Stock held in
                  such Participant's Account only if the Trustee is directed by
                  Participant, pursuant to Section 14(b) of ARTICLE XIV, to
                  tender and sell or exchange the majority of the aggregate
                  shares of Common Stock held in such Participants' Accounts.

         (d)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Tender Documents and
                  Additional Tender Documents and to exercise all of the rights
                  granted to each such Participant pursuant to this Section 14
                  of ARTICLE XIV in the event of the death of such Participant.

         (e)      The price at which sales of the Company's Common Stock in
                  accordance with this Section 14 of ARTICLE XIV pursuant to a
                  tender or exchange offer described herein shall be credited to
                  the Participants' Accounts shall be the price paid in
                  connection with the tender or exchange offer. Shares of Common
                  Stock sold in accordance with this Section 14 of ARTICLE XIV
                  pursuant to a tender of exchange offer described herein shall
                  not be considered in computing weighted average price under
                  Section 2 of ARTICLE XV. The cash proceeds from the sale or
                  exchange of any shares of Common Stock tendered and sold or
                  exchanged pursuant to this Section 14 of ARTICLE XIV shall be
                  invested in accordance with the terms of the Plan. If, as a
                  result of a tender and sale or exchange, the Trustee receives
                  securities or other property, such securities or property
                  shall be held or reinvested in accordance with the terms of
                  the Plan. Any shares of Common Stock tendered or offered but
                  not purchased or exchanged shall be held or reinvested by the
                  Trustee in the trust created under this Plan in accordance
                  with the terms of the Plan.

         (f)      Transactions in the Company's Common Stock pursuant to a
                  tender or exchange offer in accordance with this Section 14 of
                  ARTICLE XIV need not be made through the facilities of the New
                  York Stock Exchange.


                                       50


         (g)      The Account of each Participant for whom the Trustee has sold
                  or exchanged shares of Common Stock in connection with any
                  tender offer or exchange offer described in this Section 14 of
                  ARTICLE XIV shall be charged with a pro rata share of all
                  expenses incurred by the Trustee in all sales or exchanges
                  pursuant to such offer.


                                       51


                                   ARTICLE XV
                       SECURITIES TRANSACTIONS BY TRUSTEE

SECTION 1. TRANSACTION PERIOD

For convenience in administration, the Committee and the Trustee shall establish
a period for (a) the purchase and sale of Mutual Fund shares or the Company's
Common Stock or (b) the deposit and withdrawal of Cash With Interest, which
shall be known as a Transaction Period. The Transaction Period shall commence at
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the
next succeeding day when both the Trustee and the New York Stock Exchange are
open for business. All purchases and sales of the Company's Common Stock or
Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by
the Trustee during the Transaction Period shall be in accordance with the
instructions and directions of the Participants (or of the Company as to
purchases of the Company's Common Stock with amounts to be credited to a
Participant's Account from Company Contributions attributable to Participant's
Contributions) which are received during a Transaction Period. The Trustee shall
not be required to respond to any subsequent instruction or direction received
during any Transaction Period until the next succeeding Transaction Period.

SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS

The transaction price for purchases and sales of Company's Common Stock shall be
determined based upon the closing price of the Company's Common Stock on the New
York Stock Exchange on a day when both the Trustee and the New York Stock
Exchange are open for business, times the total number of shares of the
Company's Common Stock in the Common Stock pooled account, plus uninvested cash
and accrued income, divided by the number of shares in the Common Stock pooled
account.

The transaction price for purchases and sales in each of the Mutual Funds shall
be determined based upon the closing price of each such Mutual Funds on a day
when both the Trustee and the New York Stock Exchange are open for business,
times the total number of shares in each such Mutual Funds pooled account, plus
uninvested cash and accrued income; divided by the total number of shares of
each such Mutual Funds pooled account.

Purchases and sales of the Cash With Interest Investment Option shall be charged
or credited on the basis of actual purchase and sale prices for the particular
transaction.

SECTION 3. ALLOCATING TRANSACTION EXPENSE

Each Participant for whom the Trustee has sold and/or purchased shares in one or
more of the Investment Options available in the Plan pursuant to the
Participant's specific investment directions shall be charged for the expenses
incurred by the Plan in the exercise of the Participant's specific investment
option direction.

SECTION 4. REGISTRATION OF SECURITIES

Securities held by the Trustee may be registered in the name of the Trustee or
its nominee.



                                       52


SECTION 5. MISCELLANEOUS

The Trustee shall invest in the Company's Common Stock Investment Option, the
Cash With Interest Investment Option, or Mutual Fund Investment Option as
promptly as practicable after the receipt of Employee contributions.
Contributions temporarily held for investment in one of the Investment Options
shall be invested by the Trustee in a short term fund approved by the Committee.
All Transactions in the Company's Common Stock shall be made through the
facilities of the New York Stock Exchange except for the purchase of stock from
the Company as provided in Section 4 of Article V.



                                       53


                                  ARTICLE XVI
                                 ASSIGNABILITY

It is a condition of the Plan, and all rights of each Participant shall be
subject thereto, that, except as provided in a qualified domestic relations
order as defined in Section 414(p) of the Code, no right or interest of any
Participant in the Plan or in the Account shall be assignable or transferable in
whole or in part, either directly or by operation of law or otherwise,
including, but not by the way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, but excluding the
consequence of death, or mental incompetency, and no right of interest of any
Participant of the Plan or in the Account shall be liable for, or subject to,
any obligation or liability of such Participant. Notwithstanding any provision
of the Plan to the contrary, effective for judgments, orders, decrees or
settlements issued on or after August 5, 1997, the Plan shall honor a judgment,
order, decree or settlement providing for the offset of all or a part of a
Participant's benefit under the Plan, to the extent permitted under Code Section
401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii)
relating to the protection of the Participant's spouse (if any) are satisfied.



                                       54


                                  ARTICLE XVII
         AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN

SECTION 1. AMENDMENT

Subject to Section 2 of this Article XVII, the Company may at any time and from
time to time, amend the Plan if in the opinion of the Company such amendment is
necessary to enable the Plan to meet the requirements of the Code (including the
regulations and rulings issued thereunder) or the requirements of any
governmental authority.

SECTION 2. LIMITATION ON AMENDMENT

The Company shall make no amendment to the Plan which shall result in the
forfeiture or reduction of the interest of any Employee, Participant, former
Participant or person claiming under or through any one or more of them pursuant
to the Plan, except that nothing herein contained shall restrict the right to
amend the provisions hereof relating to the administration of the Plan.
Moreover, no such amendment shall be made hereunder which shall permit any part
of Participants' contributions to revert to any Company or be used or be
diverted to purposes other than the exclusive benefit of Employees,
Participants, former Participants, and beneficiaries.

SECTION 3. TERMINATION

This Plan shall continue in effect until and including the 4th day of March,
2002. Thereafter it shall renew itself for yearly periods unless written notice
is given by either party to the other not less than sixty (60) days, but not
more than seventy-five (75) days, prior to the expiration date or any extension
thereof, that it is desired to terminate or amend the Plan. In the event such
notice is given, the parties shall begin negotiations not less than forty-two
(42) days prior to the termination date, unless otherwise mutually agreed to. If
negotiations are not completed prior to the expiration date, this Plan shall
terminate unless extended by mutual agreement of the parties. Upon termination,
this Plan shall terminate in all respects, except that no distributions shall be
made from the Plan until ninety (90) days following such termination, and any
distributions made upon termination of the Plan shall be subject to the terms of
Article XI Section 3. Except as herein otherwise provided, no provision of this
Plan shall be subject to change prior to the expiration date as determined
above.

Upon any termination or partial termination of the Plan, the rights of each
Participant to the assets then held in his/her Account under the Plan shall be
non-forfeitable.



                                       55


                                 ARTICLE XVIII
                                 ESOP FEATURE

SECTION 1. ESTABLISHMENT OF ESOP

         (a)      The provisions of this Article XVIII shall become effective
                  January 1, 2002.

         (b)      The Plan shall consist of two components, the ESOP Feature and
                  the Non-ESOP Feature. The ESOP Feature shall consist of the
                  ESOP Account. The ESOP Feature is intended to qualify as a
                  stock bonus plan under Code Section 401(a) and as an employee
                  stock ownership plan under Code Section 4975(e)(7). The ESOP
                  Feature is designed to invest primarily in "qualifying
                  employer securities," as defined in Code Sections 4975(e)(8)
                  and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is
                  described in this Article XVIII. The provisions of this
                  Article XVIII shall supercede any contrary provisions of the
                  Plan.

SECTION 2. ESOP ACCOUNT

         (a)      The Committee shall establish an ESOP Account in the name of
                  each Participant and shall thereafter maintain a record
                  thereof.

         (b)      The ESOP Account of each Participant shall be credited and
                  debited periodically during each Plan Year in which the ESOP
                  is maintained with any additions or reductions in the number
                  of shares of Common Stock held for such Participant in the
                  Plan due to the reallocation of the investment of the
                  Participant's Non-ESOP Account and ESOP Account, and with any
                  stock and cash dividends paid on Common Stock attributable to
                  units of the Common Stock fund.

         (c)      In the event that a Participant elects a partial liquidation
                  of the investment of his Account in Common Stock pursuant to
                  Section 5 of Article V, Common Stock shall be liquidated
                  pro-rata from the Participant's Non-ESOP Account and ESOP
                  Account.

SECTION 3. ESOP CONTRIBUTIONS

The Company, in its discretion, may make ESOP Contributions from time to time in
such amounts as are determined by the Company. All ESOP Contributions shall be
made in Common Stock. ESOP Contributions for a Plan Year shall be allocated
among active Participants for the Plan Year. The amount allocated to each active
Participant shall be determined by multiplying each active Participant's
Compensation for such Plan Year by a fraction, the numerator of which is the
ESOP Contribution for such Plan Year, and the denominator of which is the total
Compensation of all active Participants for such Plan Year. ESOP Contributions
shall be treated as Company Contributions for purposes of distributions and
withdrawals from the Plan. The ESOP Contribution subaccount of a Participant
shall be invested in Common Stock, subject to the diversification rules provided
in Section 4 of this Article.

SECTION 4. DIVERSIFICATION OF INVESTMENT

Participants who are at least age 55 may diversify the investment of amounts,
including amounts not Vested, held in their ESOP Accounts by transferring
amounts out of the Common Stock fund to one of the other Investment Options in
accordance with the provisions of Section 5 of Article V. Any transfer of


                                       56


such amounts out of the Common Stock fund to another Investment Option shall be
deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature.

SECTION 5. PUT OPTION

         (a)      If shares of Common Stock distributable to a Participant or
                  his Beneficiary are at the time of the distribution not
                  readily tradable on an established market, the Participant or
                  Beneficiary will have an option (the "Put") to require the
                  Company to purchase all of the shares actually distributed to
                  him. The Put may be exercised at any time during the Option
                  Period (as defined below) by giving the Company written notice
                  of the election to exercise the Put. The Put may be exercised
                  by a former Participant or the Beneficiary only during the
                  Option Period in which the former Participant or Beneficiary
                  receives a distribution of shares of Common Stock.

         (b)      The "Option Period" is the 60-day period following the day on
                  which a Participant or his Beneficiary receives a
                  distribution. If the former Participant or Beneficiary does
                  not exercise the Put during that 60-day period, the Option
                  Period will also be the 60-day period beginning after the new
                  determination of the fair market value of Common Stock by the
                  Committee (and notice to the Participant) in the following
                  Plan Year. The Option Period will be extended by the amount of
                  time during which the Company is unable to honor the Put by
                  reason of applicable federal or state law.

         (c)      The "Option Price" will be the fair market value of each share
                  of Common Stock as of the valuation date immediately preceding
                  the date the Put is exercised, multiplied by the number of
                  shares to be sold under the Put, with appropriate adjustments
                  to reflect intervening stock dividends, stock splits, stock
                  redemptions, or similar changes to the number of outstanding
                  shares.

         (d)      The terms of payment for the sale of Common Stock pursuant to
                  the Put shall be as provided in the Put and may be either paid
                  in a lump sum or in installments as provided by the Committee.
                  An agreement to pay through installments shall be permissible
                  only if the Common Stock subject to the put option is part of
                  a `total distribution', as defined in Code Section 409(h)(5),
                  and--

                  (i)      the agreement is adequately secured, as determined by
                           the Committee,

                  (ii)     a reasonable rate of interest is charged, as
                           determined by the Committee,

                  (iii)    annual payments are equal,

                  (iv)     installment payments must begin not later than 30
                           days after the date the Put option is exercised, and

                  (v)      the term of the payment does not extend beyond five
                           years from the date the Put option is exercised.



                                       57


                  (e)      The Put will not be assignable, except that the
                           former Participant's donees or, in the event of a
                           Participant's death, his personal representative,
                           will be entitled to exercise the Put during the
                           Option Period for which it is applicable.

                  (f)      The Trustee in its discretion may, with the Company's
                           consent, assume the Company's obligation under this
                           Section at the time a former Participant or
                           Beneficiary exercises the Put. If the Trustee does
                           assume the Company's obligations, the provisions of
                           this Section that apply to the Company will also
                           apply to the Trustee.

                  (g)      The Put will also apply to shares of Common Stock
                           that are publicly traded without restriction when
                           distributed but which cease to be publicly traded or
                           which become subject to a trading limitation during
                           the Option Period. In that event, the Committee will
                           notify in writing each former Participant or
                           Beneficiary to whom the Put becomes applicable that
                           the shares of Common Stock held by the former
                           Participant or Beneficiary are subject to the Put for
                           the remainder of the applicable Option Period and
                           will inform the Participant or Beneficiary of the
                           terms of the Put. If the written notice is given
                           later than ten days after the shares of Common Stock
                           cease to be publicly traded or become subject to a
                           trading limitation, the period during which the Put
                           may be exercised will be extended by the number of
                           days between the tenth day and the date the notice is
                           actually given.

                  (h)      The Committee will notify each former Participant or
                           Beneficiary who is eligible to exercise the Put of
                           the fair market value of each share of Common Stock
                           as soon as practicable following its determination.
                           The Committee and the Company will send all notices
                           required under this Subsection to the last known
                           address of a former Participant or Beneficiary, and
                           it will be the duty of those persons to inform the
                           Committee of any changes in address.

SECTION 6. PAYMENT OF DIVIDENDS

                  (a)      The Committee, in its sole discretion, may provide
                           that any dividends paid in cash during the Plan Year
                           on shares of Common Stock in which Participants' ESOP
                           Accounts are invested shall be (i) paid in cash
                           directly to the Participant, (ii) paid to the Plan
                           and subsequently distributed to the Participant in
                           cash no later than 90 days after the close of the
                           Plan Year in which the dividends are paid to the
                           Plan, or (iii) at the election of the Participant,
                           either (A) paid to the Participant as provided in
                           Clause (i) or (ii) (as determined by the Committee)
                           or (B) paid to the Participant's ESOP Account to be
                           reinvested in the Common Stock. Such dividends shall
                           be paid in accordance with procedures established by
                           the Committee.

                  (b)      If an election pursuant to Paragraph (a)(iii) is
                           provided by the Committee, each Participant may make
                           the election, in the manner and at the time specified
                           by the Committee, with respect to dividends received
                           on shares of Common Stock comprising the portion of
                           the Common Stock fund allocated to the Participant's
                           ESOP Account. If an election pursuant to Paragraph
                           (a)(iii) is provided by the Committee and a
                           Participant does not make such an election, such
                           dividends shall be paid to the Participant's ESOP
                           Account to be reinvested in Common Stock.


                                       58


                  (c)      The Beneficiary of a deceased participant shall have
                           the same rights as a Participant has under this
                           Section 6.

                  (d)      The provisions of this Section 6 are intended to
                           comply with Section 404(k) of the Code, and shall be
                           interpreted and construed accordingly.

SECTION 7. INDEPENDENT APPRAISER

Common Stock held in Participants' ESOP Accounts shall be valued as of each
valuation date, or at the discretion of the Committee, more frequently. All
valuations of Common Stock held in Participants' ESOP Accounts which is not
readily tradable on an established securities market shall be made by an
independent appraiser meeting requirements similar to those contained in
Treasury Regulations under Code Section 170(a)(1).

SECTION 8. SHARE LEGEND

Shares of Common Stock in the ESOP Feature held or distributed by the Trustee
may include such legend restrictions on transferability as the Company may
reasonably require in order to assure compliance with applicable federal and
state securities laws.



                                       59



         IN WITNESS WHEREOF, Cooper Tire & Rubber Company has caused this
Restated Plan to be executed and adopted this 26th day of February, 2002.

                         COOPER TIRE & RUBBER COMPANY



                         By:/s/ Stephen O. Schroeder
                            ----------------------------------------
                         Treasurer

                         By:/s/ Richard N. Jacobson
                            ----------------------------------------
                         Assistant Secretary


                                       60


                                 AMENDMENT NO. 1
                       TO THE COOPER TIRE & RUBBER COMPANY
                       PRE-TAX SAVINGS PLAN - (TEXARKANA)
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)

                  Cooper Tire & Rubber Company hereby adopts this Amendment No.
1 to the Cooper Tire and Rubber Company Pre-Tax Savings Plan - (Texarkana) (as
amended and restated effective as of January 1, 2001) (the "Plan"), effective as
of the dates specified herein.

                                    SECTION 1

                  Effective January 1, 2001, Article I of the Plan is hereby
amended by inserting the following new Section (4.1) immediately after Section
(4) where it occurs therein:

                  "(4.1) `Administrator' or `Plan Administrator' - Cooper Tire &
                  Rubber Company or its delegate."

                                    SECTION 2

                  Effective January 1, 2002, Section 1(a) of Article IV of the
Plan and Section 3 of Article IV of the Plan are each hereby amended by deleting
the phrase "fifty percent (50%)" where it occurs therein and substituting
therefor the phrase "seventy-five percent (75%)."

                                    SECTION 3

                  Effective March 4, 2002, the first two sentences of Section 2
of Article VI of the Plan are hereby amended in their entirety to read as
follows:

                  "Company Contributions and ESOP Contributions, if any, shall
                  become Vested to the Participant on the date such Participant
                  completes three (3) years of Continuous Credited Service
                  (Article II, Section ). For Participants with three (3) or
                  more years of Continuous Credited Service, Company
                  Contributions and ESOP Contributions will become Vested
                  immediately upon being placed in his/her Account."

                                    SECTION 4

                  Effective January 1, 2002, Section 3 of Article VI of the Plan
is hereby amended in its entirety to read as follows:

                  "A Participant who has restored previously forfeited ESOP
                  Contributions or Company Contributions (as described in
                  Section 7 of Article XI) shall have these restored ESOP
                  Contributions and Company Contributions vest in accordance
                  with Section 2 of this Article VI."

                                    SECTION 5



                                       61


                  Effective July 1, 2002, Article XIII of the Plan is hereby
amended in its entirety to read as follows:

                                  "ARTICLE XIII
                                PARTICIPANT LOANS

                  Section 1.1 LOAN LIMITATIONS

                  An Employee who is an active Participant in the Plan may
                  request a loan from the Trust Fund. The amount of the loan,
                  when aggregated with the total outstanding balances of all
                  other loans (including accrued interest thereon) taken by the
                  Participant under this or any other qualified retirement plan
                  sponsored by the Employer may not exceed the lesser of:

                           (i)      fifty percent (50%) of the Participant's
                                    pre-tax Vested account balance as determined
                                    as of the date the loan is requested; or

                           (ii)     $50,000.00 reduced by the excess, if any, of
                                    the highest outstanding balance of loans
                                    during the twelve month period ending on the
                                    day before the date a new loan is made over
                                    the outstanding balance of such loans on the
                                    date such loan was made.

                  Participant loans shall be considered a directed investment
                  under the Participant's account in a manner consistent with
                  Article V hereof.

                  Section 1.2 ESTABLISHMENT OF LOAN PROGRAM

                  The Plan Administrator shall establish uniform and
                  non-discriminatory practices and policies to be followed in
                  the administration of the loan program. Included in such
                  policies and procedures shall be the following:

                           (i)      Loans shall be requested through the
                                    completion of an application in such form as
                                    shall be prescribed by the Plan
                                    Administrator.

                           (ii)     Loans shall be made available to all active
                                    Participants on a reasonably equivalent
                                    basis.

                           (iii)    Loans shall not be made available to highly
                                    compensated employees in a percentage amount
                                    greater than the percentage amount made
                                    available to non-highly compensated
                                    employees.

                           (iv)     No loan shall be permitted in an amount less
                                    than five hundred dollars ($500.00).

                           (v)      The term of any loan shall not exceed five
                                    (5) years. Subject to Subsection (k) below,
                                    any loan shall come immediately due and
                                    payable in full in the event of default as
                                    described in Subsection (j) below.



                                       62


                           (vi)     Only one outstanding loan is permitted at
                                    any time. Requests for additional loans
                                    shall be denied until any outstanding loan
                                    has been repaid in full.

                           (vii)    The interest rate for any loan shall be
                                    determined by the Plan Administrator. The
                                    rate shall be based on the prime interest
                                    rate charged by National City Bank to its
                                    largest and most creditworthy corporate
                                    borrowers.

                           (viii)   Loans shall be amortized in substantially
                                    equal payments of principal and interest
                                    over the term of the loan. Payments shall be
                                    required not less frequently than quarterly.
                                    Repayment of loans shall be by payroll
                                    deduction. A Participant may repay the
                                    outstanding balance of a loan at any time
                                    without penalty. Payments of principal and
                                    interest shall be allocated directly to and
                                    in the same proportion as the investment
                                    funds selected by the Participant for
                                    investment of his Pre-Tax Savings Plan
                                    Contributions to the Plan.

                           (ix)     Each loan shall be evidenced by the
                                    borrower's promissory note for the amount of
                                    the principal and interest payable to the
                                    order of the Trustee. Each loan shall be
                                    secured by adequate collateral. Such
                                    collateral shall consist of the portion of
                                    the Participant's interest in the Plan from
                                    which the loan was made, reduced by
                                    repayments of principal as such repayments
                                    are made (the "Loan Account").

                           (x)      A loan shall be deemed to be in default upon
                                    a Participant's termination of employment
                                    for any reason if the loan is not repaid in
                                    full within [60 DAYS] following the date of
                                    the Participant's termination of employment.
                                    In addition, a loan shall be considered in
                                    default if a Participant fails to make any
                                    payment of principal and interest when due.

                           (xi)     In the event a Participant defaults on a
                                    loan for a reason other than termination of
                                    employment, such participant shall be
                                    provided a cure period to correct such
                                    default. Such cure period shall begin as of
                                    the date of default and shall end on the
                                    last day of the calendar quarter following
                                    the calendar quarter of the date of default.
                                    In the event such default is not cured
                                    within the foregoing cure period, the Plan
                                    Administrator shall report the amount of
                                    unpaid principal and interest as a "deemed
                                    distribution" as described in Internal
                                    Revenue Code Section 72(p) and Regulations
                                    promulgated thereunder, and shall deduct the
                                    unpaid loan amount from the Participant's
                                    Loan Account.

                           (xii)    Notwithstanding anything to the contrary
                                    above, a Participant who is absent from
                                    active employment on an authorized leave of
                                    absence may suspend scheduled loan
                                    repayments for a period of twelve (12)
                                    consecutive months in a manner consistent
                                    with Internal Revenue Code Section 72(p) and
                                    regulations promulgated thereunder. Failure
                                    to make scheduled repayments following
                                    expiration of the twelve (12) months
                                    suspension period shall be deemed a default
                                    in accordance with subsection (j) above.
                                    Nothing in the


                                       63


                                    foregoing, however, shall be construed as to
                                    allow a Participant to extend the repayment
                                    term of any loan beyond five (5) years.

                           (xiii)   Participants performing service in the
                                    uniformed services (as defined in chapter 43
                                    of title 38 of the United States Code) shall
                                    be permitted to suspend scheduled repayments
                                    for such period of uniformed service in a
                                    manner consistent with Internal Revenue Code
                                    Section 414(u) and Regulations promulgated
                                    thereunder.

                           (xiv)    The Plan Administrator may delegate to any
                                    person the administration of the participant
                                    loan program. All expenses related to the
                                    administration of the participant loan
                                    program (including origination and
                                    maintenance fees) shall be borne by those
                                    Participants with outstanding loan
                                    balances."

                  EXECUTED this 8th day of August 2002.

                                COOPER TIRE & RUBBER COMPANY





                              By:/s/ Stephen O. Schroeder
                                 -----------------------------
                              Treasurer

                              By:/s/ Charles F. Nagy
                                 -----------------------------
                              Assistant Treasurer


                                       64


                             AMENDMENT NO. 2 TO THE
                          COOPER TIRE & RUBBER COMPANY
                        PRE-TAX SAVINGS PLAN (TEXARKANA)
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)

                  The Cooper Tire & Rubber Company (the "Company") hereby adopts
this Amendment No. 2 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Texarkana) (As Amended and Restated Effective as of January 1, 2001) (the
"Plan"). The provisions of this Amendment shall be effective as of January 1,
2002, unless otherwise indicated. Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.

                  One of the purposes of this Amendment is to reflect the
adoption of various provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to
satisfy the "good faith" compliance requirements of EGTRRA and to be construed
in accordance with EGTRRA and guidance issued thereunder.

                                    SECTION 1

                  Section (12) of Article I of the Plan is hereby amended in its
                  entirety to read as follows:

                  "(12) 'Compensation' - includes all payments of wages, bonus,
                  Company Wage Reduction Contributions to this Plan and any
                  taxable payments paid to the Participant in a calendar year,
                  except that there shall be excluded from Compensation:
                  supplemental unemployment benefits, supplemental worker's
                  compensation, accident and sickness benefits, and other
                  amounts which either are excludable or deductible from income
                  in whole or in part for federal income tax purposes or which
                  represent payments pursuant to a program of benefits or
                  deferred compensation (other than Company Wage Reduction
                  Contributions), whether or not qualified under the Code.

                  Notwithstanding the above, the maximum amount of compensation
                  taken into account each year for all computations shall not
                  exceed the amount prescribed pursuant to Section 401(a)(17) of
                  the Code, as amended, or such amount as the Secretary of the
                  Treasury shall prescribe from time to time."

                                    SECTION 2

                  Section (35) of Article I of the Plan is hereby amended in its
                  entirety to read as follows:

                  "(35) 'Pre-Tax Savings Plan Contributions' - the contributions
                  provided for under Sections 1 and 10 of Article III. Pre-Tax
                  Savings Plan Contributions are also sometimes referred to as a
                  'Company Wage Reduction Contribution'."

                                    SECTION 3

                  Section 1(a)(ii) of Article III of the Plan is hereby amended
                  in it entirety to read as follows:


                                       65


                  "(ii) the dollar limitation contained in Section 402(g) of the
                  Code in effect for such taxable year."

                                    SECTION 4

                  Section 1(a) of Article III of the Plan is hereby amended by
inserting the following sentence immediately after the first sentence thereof:

                  "The foregoing limits shall not apply to the Catch-Up Pre-Tax
                  Savings Plan Contributions of Section 10 of Article III."

                                    SECTION 5

                  Article III of the Plan is hereby amended by adding the
following new Section 10 to the end thereof:

                  "SECTION 10 Catch-Up Pre-Tax Savings Plan Contributions

                           Effective January 1, 2003, all Participants who have
                  elected to make Pre-Tax Savings Plan Contributions to this
                  Plan and who have attained age 50 before the end of a
                  particular Plan Year shall be eligible to make catch-up
                  contributions (the "Catch-Up Pre-Tax Savings Plan
                  Contributions") in accordance with, and subject to the
                  limitations of, section 414(v) of the Code; provided, however,
                  that Catch-Up Pre-Tax Savings Plan Contributions shall not be
                  eligible for Matching Contributions under Section 1 of Article
                  IV of the Plan, and provided further that Catch-Up Pre-Tax
                  Savings Plan Contributions shall not be taken into account for
                  purposes of the provisions of the Plan implementing the
                  required limitations of Sections 401(a)(30) and 415(c) of the
                  Code (I.E., Section 1(a) of Article III and Section 1(a) of
                  Article XII of the Plan, respectively). In addition,
                  notwithstanding any provision of the Plan to the contrary, the
                  Plan shall not be treated as failing to satisfy the
                  requirements of Sections 401(k)(3), 401(k)(11), 410(b), or 416
                  of the Code, as applicable, by reason of the making any such
                  Catch-Up Pre-Tax Savings Plan Contributions."



                                       66



                                    SECTION 6

                  Section 1 of Article IV of the Plan is hereby amended by (i)
deleting the fifth paragraph therein, (ii) deleting the word "either" and the
phrase "or multiple use rules" in the sixth paragraph where they occur therein,
and (iii) inserting the following sentence at the end of the third paragraph:

                  "In addition, no Company Contributions shall be made with
                  respect to any Catch-Up Pre-Tax Savings Plan Contributions."

                                    SECTION 7

                  Section 1(a) of Article IX of the Plan is hereby amended in
its entirety to read as follows:

                  "the Participant's retirement, death, Total and Permanent
                  Disability, or severance from employment;"

                                    SECTION 8

                  Section 1 of Article IX of the Plan is hereby amended by (i)
deleting subsections (d) and (e) and (ii) renumbering subsection (f) as
subsection (d).

                                    SECTION 9

                  The last paragraph of Section 2 of Article IX of the Plan is
hereby amended in its entirety to read as follows:

                           "Employees who make a hardship withdrawal may not
                  make elective deferrals and employee after-tax contributions
                  under this Plan and all other plans of the Company for 6
                  months after receipt of the distribution."

                                   SECTION 10

                  Section 6(d)(1)(i) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

                  "(i) 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 any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code, any distribution that is one of
                  a series of substantially equal periodic payments (paid not
                  less frequently than annually) over the life (or life
                  expectancy) of the distributee or the joint lives (or life
                  expectancies) of the distributee and a designated beneficiary
                  or for a specified period of ten years or more, 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), such other
                  amounts specified in Treasury regulations and rulings, notices
                  or announcements issued under Section 402(c) of the Code, and
                  any distribution which is


                                       67


                  made upon hardship of the distributee. Notwithstanding the
                  foregoing, a portion of a distribution shall not fail to be an
                  Eligible Rollover Distribution merely because the portion
                  consists of after-tax employee contributions which are not
                  includible in gross income. However, such portion may be
                  transferred only to an individual retirement account or
                  annuity described in Section 408(a) or (b) of the Code, or to
                  a qualified defined contribution plan described in Sections
                  401(a) or 403(a) of the Code that agrees to separately account
                  for amounts so transferred, including separately accounting
                  for the portion of such distribution which is includible in
                  gross income and the portion of such distribution which is not
                  so includible."

                                   SECTION 11

                  Section 6(d)(1)(ii) of Article XI of the Plan is hereby
amended in its entirety to read as follows:

                  "(ii) 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, a qualified trust described in
                  Section 401(a) of the Code, an annuity contract described in
                  Section 403(b) of the Code, or an eligible plan under Section
                  457(b) of the Code which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state or political subdivision of a state that accepts the
                  Distributee's Eligible Rollover Distribution."

                                   SECTION 12

                  The first two sentences of Section 1(a) of Article XII of the
Plan are hereby amended in their entirety to read as follows:

                  "(a) MAXIMUM ANNUAL ADDITION: Except to the extent permitted
                  under Section 10 of Article III of the Plan and Code Section
                  414(v), the "annual addition" to a Participant's Account shall
                  not exceed the lesser of (i) $40,000, as adjusted for
                  increases in the cost-of-living under Section 415(d) of the
                  Code or (ii) 100% of the Participant's Compensation (as
                  defined in paragraph (d) below) for that Plan Year. The
                  Compensation limit referred to in (ii) shall not apply to any
                  contribution for medical benefits after separation from
                  service (within the meaning of Section 401(h) or Section
                  419A(f)(2) of the Code) which is otherwise treated as an
                  annual addition."

                                   SECTION 13

                  Section 3(f) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(f)     Claims for Benefits (other than disability benefits)

                           Any Participant or Designated Beneficiary who
                           believes that he or she is entitled to receive a
                           benefit under the Plan which he or she has not
                           received may file with the


                                       68


                           designated representative of the Committee, on such
                           forms as may be designated by the Committee, a
                           written claim specifying the basis for his or her
                           claim and the facts upon which he or she relies in
                           making such claim. Such a claim must be signed by the
                           claimant or his or her authorized representative and
                           shall be deemed filed when delivered to the
                           designated representative of the Committee.

                           Unless such claim is allowed in full by the
                           Committee, the Committee shall (within 90 days after
                           such claim was filed, plus an additional period of 90
                           days if required for processing and if notice of the
                           90-day extension of time indicating the specific
                           circumstances requiring the extension and the date by
                           which a decision shall be rendered is given to the
                           claimant within the first 90-day period) cause
                           written notice to be mailed to the claimant of the
                           total or partial denial of such claim. Such notice
                           shall be written in a manner calculated to be
                           understood by the claimant and shall state

                           (1)      the specific reason(s) for the denial of the
                                    claim,

                           (2)      specific reference(s) to pertinent
                                    provisions of the Plan and/or Trust Fund on
                                    which the denial of the claim was 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 review procedure
                                    specified in Section 3(g) of this Article
                                    XIV."


                                   SECTION 14

                  Section 3(g) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(g)     Appeals Procedure

                           Within 90 days after the denial of his or her claim,
                           the claimant may appeal such denial by filing with
                           the Plan Administrator his or her written request for
                           a review of the claim. Such request for review must
                           be signed by the claimant or his or her authorized
                           representative and shall be deemed filed when
                           delivered to the Plan Administrator or its designee.
                           If the claimant does not file a request for review of
                           his or her claim within such 90-day period, the
                           claimant shall be conclusively presumed to have
                           accepted as final and binding the initial decision of
                           the Plan Administrator on his or her claim. In
                           considering any appeal pursuant to this Section 3(g),
                           the Plan Administrator shall have the same powers to
                           interpret the Plan and make factual findings with
                           respect thereto as are granted to the Committee under
                           Section 2 hereof.


                                       69


                           If such an appeal is so filed within such 90-day
                           period then the Plan Administrator, or a named
                           fiduciary designated by the Administrator, shall
                           conduct a full and fair review of such claim. During
                           such full review, the claimant shall be provided with
                           the opportunity to submit written comments,
                           documents, records, and other information relating to
                           the claim for benefits, and with reasonable access to
                           and copies of, upon request and free of charge, all
                           documents, records, and other information relevant to
                           the claimant's claim for benefits. In addition, such
                           full and fair review shall take into account all
                           comments, documents, records, and other information
                           submitted by the claimant relating to the claim,
                           without regard to whether such information was
                           submitted or considered in the initial benefit
                           determination.

                           After the completion of such full review, the
                           reviewer shall mail or deliver to the claimant a
                           written decision on the matter based on the facts and
                           pertinent provisions of the Plan and/or Trust Fund
                           and/or applicable law. Such decision shall be mailed
                           or delivered to the claimant within a period of 60
                           days after the Administrator's receipt of the request
                           for review unless special circumstances require an
                           extension of time, in which case such decision shall
                           be rendered not later than 120 days after receipt of
                           such request. (If an extension of time for review is
                           required, written notice of the extension shall be
                           furnished to the claimant prior to the commencement
                           of the extension.) Such decision (1) shall be written
                           in a manner calculated to be understood by the
                           claimant, (2) shall state the specific reason(s) for
                           the decision, (3) shall make specific reference(s) to
                           pertinent provisions of the Plan and/or Trust Fund on
                           which the decision is based and (4) shall, to the
                           extent permitted by applicable law, be final and
                           binding on all interested persons. The notice of the
                           adverse determination shall also include a statement
                           that the claimant is entitled to receive, upon
                           request, and free of charge, reasonable access to,
                           and copies of, all documents, records, and other
                           information relevant to the claimant's claim for
                           benefits, and contain a statement describing any
                           voluntary appeal procedures offered by the Plan and
                           the claimant's right to obtain information about such
                           procedures and a statement of the claimant's right to
                           bring an action under Section 502(a) of ERISA."

                                   SECTION 15

                  Section 3 of Article XIV of the Plan is hereby amended by
adding a new subsection (h) to the end thereof, immediately following subsection
(g), to read as follows:

                           "(h) Claims for Benefits Upon Total and Permanent
                           Disability:



                                    (1) Notwithstanding the foregoing provisions
                           of this Article, in the case of a claim for benefits
                           upon Total and Permanent Disability, unless such
                           claim is allowed in full by the Committee, the
                           Committee shall (within a reasonable period of time,
                           but not later than 45 days, unless such period is
                           extended as provided in Section 3(h)(2), below, after
                           receipt of the claim) cause written notice to be
                           mailed


                                       70


                           or delivered to the claimant of the total or partial
                           denial if his claim. Such notice shall be written in
                           a manner calculated to be understood by the claimant
                           and shall include

                                    (i)      the specific reason(s) for the
                                             denial of the claim,

                                    (ii)     specific reference(s) to the
                                             provisions of the Plan and/or Trust
                                             Fund on which the denial of the
                                             claim was based,

                                    (iii)    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,

                                    (iv)     an explanation of the review
                                             procedures specified in Section
                                             3(h)(3) of this Article XIV and the
                                             time limits applicable to such
                                             procedures, and

                                    (v)      a specific reference to the
                                             internal rule, guideline, protocol
                                             or other similar criterion, if any,
                                             that was relied upon in making the
                                             adverse determination or a
                                             statement that such rule,
                                             guideline, protocol, or other
                                             similar criterion, if any, was
                                             relied upon in making the adverse
                                             determination and that a copy of
                                             such rule, guideline, protocol, or
                                             other similar criterion will be
                                             provided free of charge to the
                                             claimant upon request.

                                    (2) The 45-day period set forth in Section
                           3(h)(1), above, may be extended by the Committee for
                           up to 30 days, provided that the Committee determines
                           that such an extension is necessary due to matters
                           beyond the control of the Committee and notifies the
                           claimant, prior to the expiration of the initial
                           45-day period, of the circumstances requiring the
                           extension of time and the date by which the Committee
                           expects to render a decision. Additionally, if, prior
                           to the end of the first 30-day extension period, the
                           Committee determines that, due to matters beyond the
                           control of the Committee, a decision cannot be
                           rendered within that extension period, the period for
                           making the determination may be extended for up to an
                           additional 30 days, provided that the Committee
                           notifies the claimant, prior to the expiration of the
                           first 30-day extension period, of the circumstances
                           requiring the extension and


                                       71


                           the date as of which the Committee expects to render
                           a decision. In the event of any extension under this
                           Section 3(h)(2), the notice of extension shall
                           specifically explain the standards on which
                           entitlement to a benefit is based, the unresolved
                           issues that prevent a decision on the claim, and the
                           additional information needed to resolve the issues.
                           The claimant shall be afforded at least 45 days
                           within which to provide the specified information.
                           Additionally, in the event that a period of time is
                           extended due to a claimant's failure to submit
                           information necessary to decide a claim, the period
                           for making the benefit determination shall be tolled
                           from the date on which the notification of the
                           extension is sent to the claimant until the date on
                           which the claimant responds to the request for
                           additional information.

                           (3) Within 180 days after receipt of a notification
                           of a denial of a claim, the claimant or his duly
                           authorized representative may appeal such denial by
                           filing with the Committee his written request for a
                           review of his claim. If such an appeal is so filed
                           within 180 days, a Named Fiduciary designated by the
                           Committee shall conduct a full and fair review of
                           such claim. During such full and fair review, the
                           claimant shall be provided with the opportunity to
                           submit written comments, documents, records, and
                           other information relating to the claim for benefits
                           and reasonable access to and copies of, upon request
                           and free of charge, all documents, records, and other
                           information relevant to the claimant's claim for
                           benefits. In addition, such full and fair review
                           shall (i) take into account all comments, documents,
                           records, and other information submitted by the
                           claimant relating to the claim, without regard to
                           whether such information was submitted or considered
                           in the initial benefit determination, (ii) not afford
                           deference to the initial adverse benefit
                           determination, (iii) be conducted by a Named
                           Fiduciary who is neither the individual who made the
                           adverse benefit determination that is the subject of
                           the appeal, nor the subordinate of such individual,
                           (iv) provide that, in deciding any appeal of any
                           adverse benefit determination that is based in whole
                           or in part on a medical judgment, the Named Fiduciary
                           shall consult with a health care professional who has
                           appropriate training and experience in the field of
                           medicine involved in the medical judgment and who is
                           neither the individual who was consulted in
                           connection with the adverse benefit determination
                           that is the subject of the appeal, nor the
                           subordinate of any such individual, and (v) provide
                           for the identification of medical or vocational
                           experts whose advice was obtained on behalf of the
                           Plan in connection with the claimant's adverse
                           benefit determination, without regard to whether the
                           advice was relied upon in making the initial benefit
                           determination.

                           The decision of the Named Fiduciary shall be made in
                           a writing delivered to the claimant within a
                           reasonable time, but in no event later than 45 days
                           after the receipt of the request for review unless
                           special circumstances require an extension of time
                           for processing. If the Named Fiduciary determines
                           that an extension of time for processing is required,
                           written notice of the extension shall be furnished to
                           the claimant setting forth the special circumstances
                           requiring an extension of time and the date by which
                           the Named Fiduciary expects to render a decision on
                           review,


                                       72


                           and shall be furnished prior to the termination of
                           the initial 45-day period. In no event shall such
                           extension exceed a period of 45 days from the end of
                           the initial 45-day period.

                           In the case of an adverse benefit determination on
                           review, the notice of the determination shall be
                           written in a manner calculated to be understood by
                           the claimant and shall include (i) the specific
                           reasons for the determination, (ii) specific
                           reference(s) to specific provisions of the Plan
                           and/or Trust Fund on which the determination is
                           based, (iii) a statement that the claimant is
                           entitled to receive, upon request, and free of
                           charge, reasonable access to, and copies of all
                           documents, records, and other information relevant to
                           the claimant's claim for benefits, (iv) a statement
                           describing any voluntary appeal procedures offered by
                           the Plan and the claimant's right to obtain
                           information about such procedures, including a
                           statement of the claimant's right to bring a civil
                           action under section 502(a) of ERISA and (v) if an
                           internal rule, guideline, protocol or other similar
                           criterion was relied upon in making the adverse
                           determination, either the specific rule, guideline,
                           protocol, or other similar criterion, or a statement
                           that such rule, guideline, protocol, or other similar
                           criterion was relied upon in making the adverse
                           determination and that a copy of the rule, guideline,
                           protocol or other similar criterion will be provided
                           free of charge to the claimant upon request. To the
                           extent permitted by applicable law, the determination
                           on review shall be final and binding on all
                           interested persons. In performing the duties under
                           this Section 3(h)(3), the Named Fiduciary shall have
                           the same powers to interpret the Plan and make
                           factual findings with respect thereto as are granted
                           to the Committee under Section 2 hereof."

                  EXECUTED this 27th day of December 2002.

                           THE COOPER TIRE & RUBBER COMPANY



                                 By:/s/ Stephen O. Schroeder
                                    ------------------------------
                                    Treasurer

                                 By:/s/ Charles F. Nagy
                                    ------------------------------
                                 Assistant Treasurer



                                       73

EX-99.E

                                                                   Exhibit (99e)











                          COOPER TIRE & RUBBER COMPANY

                         PRE-TAX SAVINGS PLAN - (AUBURN)

             As Amended and Restated Effective as of January 1, 2001
                        or as otherwise provided in Plan

















                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I       DEFINITIONS.................................................2

ARTICLE II      ELIGIBILITY AND PARTICIPATION..............................11

ARTICLE III     PARTICIPANTS' CONTRIBUTIONS................................13

ARTICLE IV      COMPANY CONTRIBUTIONS......................................16

ARTICLE V       INVESTMENT OF CONTRIBUTIONS................................19

ARTICLE VI      VESTING OF CONTRIBUTIONS...................................22

ARTICLE VII     SUSPENSION OF PARTICIPATION................................23

ARTICLE VIII    APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED.............24

ARTICLE IX      WITHDRAWAL OF CONTRIBUTIONS................................25

ARTICLE X       DESIGNATION OF BENEFICIARY.................................27

ARTICLE XI      DISTRIBUTION OF CONTRIBUTIONS..............................28

ARTICLE XII     MAXIMUM CONTRIBUTION LIMITATION............................35

ARTICLE XIII    RESERVED...................................................40

ARTICLE XIV     ADMINISTRATION OF THE PLAN.................................41

ARTICLE XV      SECURITIES TRANSACTIONS BY TRUSTEE.........................51

ARTICLE XVI     ASSIGNABILITY..............................................53

ARTICLE XVII    AMENDMENT, MODIFICATION, SUSPENSION OR
                TERMINATION OF THE PLAN....................................54

ARTICLE XVIII   ESOP FEATURE...............................................55



                                      -i-








                              AMENDED AND RESTATED
                          COOPER TIRE & RUBBER COMPANY

                              Pre-Tax Savings Plan
                                    (Auburn)

                                    AGREEMENT

                 Auburn Pension and Insurance Program Agreement

THIS AGREEMENT is made and entered into this 3rd day of July, 2000, by and
between Cooper Tire & Rubber Company hereinafter referred to as the "Company"
for its plant located in Auburn, Indiana and the United Steelworkers of America,
and Local Union No. 634 thereof executing this Agreement; the International
Union and the Local Union collectively being hereinafter referred to as the
"Union."

Effective January 1, 2002, an ESOP will be established under the Plan described
in this Agreement. The ESOP feature is described in Article XVIII of the Plan
and in other relevant Plan sections. The provisions of the Plan relating to the
ESOP feature shall not be effective until January 1, 2002.






                                       1




                                   ARTICLE I
                                  DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the
following meanings unless a different meaning is clearly required by the
context:

(1)  "Account" of a Participant or "Participant's Account" - the then total
     current market value of the account in the Participant's name as determined
     by the Trustee representing the entire interest of a Participant in the
     Plan. Effective January 1, 2002, each account shall consist of the Non-ESOP
     Account and ESOP Account. Prior to January 1, 2002, each account shall
     consist of a Pre-Tax Savings Plan Contribution subaccount which will
     reflect the amount of Pre-Tax Savings Plan Contributions attributable to a
     Participant and allocated earnings attributable thereto, a Transfer
     Contributions subaccount which will reflect the amount of Transfer
     Contributions attributable to a Participant and allocated earnings
     attributable earnings attributable thereto and a Company Contribution
     subaccount which will reflect the amount of Company Contributions made
     pursuant to Article IV herein and allocated earnings attributable thereto.

(2)  "Active Participation" - the making of Participant contributions to the
     Plan and the right to share in the allocation of Company Contributions and
     ESOP Contributions, if any.

(3)  "Actual Deferral Percentage" - for each Plan Year, the ratios (expressed as
     a percentage and calculated separately for each Eligible Employee in a
     specified group) of

     (a)  the total amount of Company Wage Reduction Contributions to

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

Effective until January 1, 1997, for purposes of determining the Actual Deferral
Percentage for any Eligible Employee who is a Highly Compensated Employee for
the Plan Year, any Compensation paid to a Family Member or any contribution made
by the Company on such Family Member's behalf under Section 1 of Article III
shall be treated as paid to or contributed on behalf of the Highly Compensated
Employee. Such Family Member shall be disregarded in determining the Actual
Deferral Percentage for Non-Highly Compensated Employees.

In addition, the Actual Deferral Percentage for any Highly Compensated Employee
for the Plan Year and who is a participant under two or more plans described in
Section 401(k) of the Code which are maintained by the Company, shall be the sum
of the Actual Deferral Percentages under each of such plans.

(4)  "Adjusted Employment Date" - the date arrived at when the Employee's prior
     Continuous Credited Service is subtracted, according to Section 2 of
     Article II, from the date on which the Employee first renders service
     entitling him/her to credit for an Hour of Service subsequent to a prior
     period of Continuous Credited Service.

(5)  "Affiliated Group" - means the Company and any and all other corporations,
     trades and/or businesses, the employees of which together with Employees of
     the Company are required, by the first sentence of Subsection (b) or
     Subsection (c) of section 414 of the




                                       2



     Code to be treated as if they were employed by a single employer. Each
     corporation or unincorporated trade or business that is or was a member of
     the Affiliated Group shall be referred to herein as an "Affiliated Group
     Member" or an "Affiliated Company" but only during such period as it is or
     was such a member.

(6)  "Code" - the Internal Revenue Code of 1986, as amended to date, and as it
     may hereafter be amended, or any successor statute of similar purpose.

(7)  "Committee" - the Defined Contribution Plan Committee established herein.

(8)  "Common Stock" - common stock of Cooper Tire & Rubber Company, which is
     intended to be 'employer securities' within the meaning of Section 409(l)
     of the Code, and 'qualifying employer securities' within the meaning of
     Section 407(d)(5) of ERISA. The Plan shall be permitted to acquire and hold
     Common Stock, and shall be an eligible individual account plan, as that
     term is defined in Section 407(d)(3)(A) of ERISA.

(9)  "Company" - Cooper Tire & Rubber Company and any of its subsidiary
     corporations which adopt this Plan.

(10) "Company Contributions" - contributions made by the Company pursuant to
     Article IV of the Plan, other than Company Wage Reduction Contributions.

(11) "Company Wage Reduction Contributions" - amounts transferred to the Plan by
     the Company pursuant to wage reduction arrangements between the Company and
     Participants, also sometimes referred to herein as Pre-tax Savings Plan
     Contributions.

(12) "Compensation" - includes all payments of wages, bonus, Company Wage
     Reduction Contributions to this Plan and any taxable payments paid to the
     Participant in a calendar year, except that there shall be excluded from
     Compensation: supplemental unemployment benefits, supplemental worker's
     compensation, accident and sickness benefits, and other amounts which
     either are excludable or deductible from income in whole or in part for
     federal income tax purposes or which represent payments pursuant to a
     program of benefits or deferred compensation (other than Company Wage
     Reduction Contributions), whether or not qualified under the Code.

     Notwithstanding the above, the maximum amount of compensation taken into
     account each year for all computations shall not exceed the amount
     prescribed pursuant to Section 401(a)(17) of the Code, as amended, or such
     amount as the Secretary of the Treasury shall prescribe from time to time.
     Effective until January 1, 1997, in determining the compensation of a
     Participant for purposes of the limitation, the rules of section 414(q)(6)
     of the Code shall apply, except in applying such rules, the term family
     shall include only the spouse of the Participant and any lineal descendants
     of the Participant who have not attained age 19 before the close of the
     year. If, as a result of the application of the rules described in the
     preceding sentence the limitation of Section 401(a)(17) of the Code is
     exceeded, then the limitation shall be prorated among the affected
     individual's Compensation as determined under this section prior to the
     application of this limitation.






                                       3



     In addition to other applicable limitations set forth in the plan, and
     notwithstanding any other provision of the plan to the contrary, for plan
     years beginning on or after January 1, 1994, the annual compensation of
     each employee taken into account under the plan shall not exceed the
     Omnibus Budget Reconciliation Act of 1993 (OBRA '93) annual compensation
     limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by
     the Commissioner for increases in the cost of living in accordance with
     section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
     adjustment in effect for a calendar year applies to any period, not
     exceeding 12 months, over which compensation is determined (determination
     period) beginning in such calendar year. If a determination period consists
     of fewer than 12 months, the OBRA '93 annual compensation limit will be
     multiplied by a fraction, the numerator of which is the number of months in
     the determination period, and the denominator of which is 12.

     For plan years beginning on or after January 1, 1994, any reference in this
     plan to the limitation under section 401(a)(17) of the Code shall mean the
     OBRA '93 annual compensation limit set forth in this provision.

     If compensation for any prior determination period is taken into account in
     determining an employee's benefits accruing in the current plan year, the
     compensation for that prior determination period is subject to the OBRA '93
     annual compensation limit in effect for that prior determination period.
     For this purpose, for determination periods beginning before the first day
     of the first plan year beginning on or after January 1, 1994, the OBRA '93
     annual compensation limit is $150,000.

(13) "Continuous Credited Service" - the number of years aggregated under the
     provisions of Article II, Section 2, except that Continuous Credited
     Service prior to January 1, 1976, shall be calculated from the most recent
     Employment Date.

(14) "Current Earnings" - net income before federal income taxes of the Company
     for its current fiscal year and before deducting any Company Contributions
     or ESOP Contributions to this Plan for such fiscal year determined on the
     basis of generally accepted accounting principles.

(15) "Designated Beneficiary" - the beneficiary chosen by the Participant, in
     accordance with the provisions of Article VIII herein, to receive, upon the
     Participant's death, any benefit payable under this Plan by reason of the
     Participant's death.

(16) "Eligible Employee" - any Employee who has satisfied the provisions of
     Section 1 of Article II.

(17) "Employee" - any employee of the Auburn plant of the Company, whose terms
     and conditions of employment are determined through collective bargaining
     with the Union. To the extent required by Section 414(n) of the Code, the
     term "Employee" includes any person who is a "leased employee" of the
     Company or any other Controlled Group Member. For purposes of this
     Subsection, a "leased employee" means any person who, pursuant to an
     agreement between the Company or a Controlled Group Member and any other
     person ("leasing organization"), has performed services for the Company or



                                       4



     Controlled Group Member on a substantially full-time basis for a period of
     at least one year, and, effective January 1, 1997, such services are
     performed under the primary direction or control of the Company or
     Controlled Group Member. Contributions or benefits provided to a leased
     employee by the leasing organization that are attributable to services
     performed for the Company or a Controlled Group Member will be treated as
     provided by the Company or Controlled Group Member. A leased employee will
     not be considered an Employee of the Company or a Controlled Group Member,
     however, if (1) leased employees do not constitute more than 20% of the
     Company's or Controlled Group Member's non- highly compensated work force
     (within the meaning of Section 414(n)(5)(C)(ii) of the Code and (2) such
     leased employee is covered by a money purchase pension plan maintained by
     the leasing organization that provides (i) a non-integrated employer
     contribution rate of at least 10% of compensation, (ii) immediate
     participation and (iii) full and immediate vesting. All personal and
     relative pronouns, singular or plural, and words "person", "Employee", and
     "Employees" shall refer to both male and female Employees generally.

(18) "Employment Date" - the date on which the Employee first completes an Hour
     of Service in the employ of the Company, whether or not that service is
     performed as an Employee.

(19) "ESOP Account" - shall include all amounts in the Participant's Account
     that are transferred to the ESOP Account pursuant to Section 3 and Section
     5 of Article V. The ESOP Account shall be established under the ESOP
     Feature of the Plan. The ESOP Account shall consist of a Pre-Tax Savings
     Plan Contributions subaccount which will reflect the amount of Pre-Tax
     Savings Plan Contributions in the ESOP Account attributable to a
     Participant and allocated earnings attributable thereto, a Transfer
     Contributions subaccount which will reflect the amount of Transfer
     Contributions in the ESOP Account attributable to a Participant and
     allocated earnings attributable thereto, a Company Contributions subaccount
     which will reflect the amount of Company Contributions in the ESOP Account
     made pursuant to Article IV herein and allocated earnings attributable
     thereto, and an ESOP Contributions subaccount which will reflect the amount
     of ESOP Contributions in the ESOP Account made pursuant to Article XVIII
     herein and allocated earnings attributable thereto.

(20) "ESOP Contributions" - are the discretionary contributions made by the
     Company pursuant to Section 3 of Article XVIII.

(21) "ESOP Feature" - is the portion of the Plan described in Article XVIII and
     shall be effective January 1, 2002. The ESOP Feature consists of the ESOP
     Account.

(22) "Family Member" - effective until January 1, 1997, with respect to any
     Employee, such Employee's spouse and lineal ascendants and descendants and
     the spouses of such lineal ascendants and descendants.

(23) "Highly Compensated Employee" - The term Highly Compensated Employee
     includes highly compensated active Employees and highly compensated former
     Employees.




                                       5



     For a particular Plan Year, effective January 1, 1997, a highly compensated
     active Employee means any Employee who: (i) was a 5-percent owner at any
     time during the current or the preceding Plan Year or (ii) for the
     preceding Plan Year received compensation from the Company in excess of the
     amount in effect for such Plan Year under Section 414(q)(1)(B) of the Code
     and was in the top-paid group of Employees for such preceding Plan Year.

     For the purposes of this Subsection, (i) the term "compensation" shall mean
     (A) for the period prior to January 1, 1998, the sum of an Employee's
     compensation under Section 415(c)(3) of the Code and the Employee's Pre-Tax
     Savings Plan Contributions (subject to the limitations of Section
     401(a)(17) of the Code), and (B) for periods commencing on and after
     January 1, 1998, an Employee's compensation under Section 415(c)(3) of the
     Code (subject to the limitation of Section 401(a)(17) of the Code), and
     (ii) the term "top-paid group" shall mean that group of Employees of the
     Company consisting of the top 20 percent (20%) of such Employees when
     ranked on the basis of compensation paid by the Company during the Plan
     Year.

     A highly compensated former Employee includes any Employee who separated
     from service (or was deemed to have separated) prior to the determination
     year, performs no service for the Company during the determination year,
     and was a highly compensated active Employee for either the separation year
     or any determination year ending on or after the Employee's 55th birthday.

     This paragraph shall apply until January 1, 1997. If any Employee is,
     during a determination year or look-back year, a family member of either a
     5 percent owner who is any active or former Employee or a Highly
     Compensated Employee who is one of the 10 most Highly Compensated Employees
     ranked on the basis of Compensation paid by the Company during such year,
     then the family member and 5 percent owner or top-ten Highly Compensated
     Employee shall be aggregated. In such case, the family member and 5 percent
     owner or top-ten Highly Compensated Employee shall be treated as a single
     Employee receiving compensation and Plan contribution or benefits equal to
     the sum of such Compensation and contributions or benefits of the family
     member and 5 percent owner or top-ten Highly Compensated Employee. For
     purposes of this section, family member includes the spouse, lineal
     ascendants and descendants of the Employee or former Employee and the
     spouses of such lineal ascendants and descendants.

     The determination of who is a Highly Compensated Employee, including the
     determination of the number and identity of Employees in the top-paid
     group, and the compensation that is considered, will be made in accordance
     with section 414(q) of the Code and the regulations thereunder.

(24) "Hour of Service" - each hour for which an employee is paid, or entitled to
     payment, by the Company for the performance of duties or on account of a
     period of time during which no duties are performed due to vacation,
     holiday, jury duty, short-term military duty or funeral absence. Each hour
     for which an employee is not paid, or not entitled to payment, on account
     of a period of time during which the employee continues to accrue





                                       6



     Continuous Credited Service while under an approved leave of absence for
     illness, incapacity or disability, long-term military duty or personal
     reasons.

     Each hour for which an employee is paid back pay, regardless of mitigation
     of damages, except for hours previously credited for the same period, or
     severance pay. Hours of Service shall not be credited due to payments
     received by an employee from a plan maintained for the sole purpose of
     complying with applicable worker's or unemployment compensation laws,
     complying with disability insurance laws, or reimbursement of medical or
     medically related expenses.

     Such hours shall be credited as specified in Section 201 of the Employee
     Retirement Income Security Act of 1974, as amended, and as specified at
     Title 29, Code of Federal Regulations, 2530.2O0b.

     Hours of Service performed at premium rates (such as holiday pay overtime
     or shift differential) shall be credited as single Hours of Service,
     regardless of the rate of compensation in effect for such service. If an
     Employee is absent from work for any period which commences on or after the
     Effective Date:

     (a)  by reason of the pregnancy of the Employee,

     (b)  by reason of the birth of a child of the Employee,

     (c)  by reason of the placement of a child with the Employee in connection
          with the adoption of such child by the Employee, or

     (d)  for purposes of caring for any such child for a period beginning
          immediately following such birth or placement, and the absence is
          permitted under the Company-Union basic labor agreement, the Employee
          shall not, solely by reason of such absence, be considered to have
          incurred a Severance Date for purposes of participation and for
          determining his/her vested interest until the expiration of the
          consecutive twenty-four (24) month period commencing on the first day
          of the absence.

          If an Employee is absent from work for any period for any reasons
          referred to in subparagraphs (a), (b), (c) and (d) of this subsection,
          and such period includes the last day of the Plan Year, the Employee
          shall be deemed to be employed on such date for purposes of Section 3
          of Article II.

(25) "Investment Option" - one of those forms of investment which are available
     to a Participant to invest Company Wage Reduction Contributions, vested
     Company Contributions and related earnings under the Plan.

(26) "Leave of Absence" - leave of absence granted by the Company due to illness
     or injury, required U.S. Military Service, or other special leave of
     absence set forth in the Company-Union basic labor agreement, under which
     all Participants in similar circumstances shall be treated alike.




                                       7



(27) "Non-ESOP Account" - shall include all Pre-Tax Savings Plan Contributions,
     Company Contributions, and Transfer Contributions made to the Plan pursuant
     to Articles III and IV of the Plan; except that the Non-ESOP Account shall
     not include any portion of such contributions transferred to the
     Participant's ESOP Account pursuant to Section 3 and Section 5 of Article
     V. The Non-ESOP Account shall be established under the Non-ESOP Feature of
     the Plan. The Non-ESOP Account shall consist of a Pre-Tax Savings Plan
     Contributions subaccount which will reflect the amount of Pre-Tax Savings
     Plan Contributions in the Non-ESOP Account attributable to a Participant
     and allocated earnings attributable thereto, a Transfer Contributions
     subaccount which will reflect the amount of Transfer Contributions in the
     Non-ESOP Account attributable to a Participant and allocated earnings
     attributable thereto, and a Company Contributions subaccount which will
     reflect the amount of Company Contributions in the Non-ESOP Account made
     pursuant to Article IV herein and allocated earnings attributable thereto.

(28) "Non-ESOP Feature" - is the portion of the Plan, on and after January 1,
     2002, (a) which is not included within the ESOP Feature, (b) which is
     intended to qualify as a profit sharing plan under Code Section 401(a), and
     (c) which includes a qualified cash or deferred arrangement within the
     meaning of Code Section 401(k). The Non-ESOP Feature consists of the
     Non-ESOP Account.

(29) "Non-Highly Compensated Employee - any Eligible Employee who is neither a
     Highly Compensated Employee nor, effective until January 1, 1997, a Family
     Member of a Highly Compensated Employee.

(30) "Normal Retirement Date" - the later of the day the Participant attains age
     sixty-five (65) or the completion of five (5) years of participation in the
     Company's Auburn Hourly Employees' Retirement Plan.

(31) "One-Year Break in Service" - a Plan Year during which a Participant has
     five hundred (500) or fewer Hours of Service. Temporary excused absences,
     including military leave, shall not constitute a One-Year Break in Service.
     Further, solely for the purpose of determining whether a Participant has
     incurred a One-Year Break in Service, Hours of Service shall be recognized
     for "maternity and paternity leaves of absence." A "maternity or paternity
     leave of absence" shall mean, for Plan Years beginning after December 31,
     1984, an absence from work for any period by reason of the Employee's
     pregnancy, birth of the Employee's child, placement of a child with the
     Employee in connection with the adoption of such child, or any absence for
     the purpose of caring for such child for a period immediately following
     such birth or placement. For this purpose, Hours of Service shall be
     credited for the computation period in which the absence from work begins,
     only if credit therefore is necessary to prevent the Employee from
     incurring a One-Year Break in Service, or, in any other case, in the
     immediately following computation period. The Hours of Service credited for
     a "maternity or paternity leave of absence" shall be those which would
     normally have been credited but for such absence, or, in any case in which
     the plan administrator is unable to determine such hours normally credited,
     eight (8) Hours of Service per day. The total Hours of Service required to
     be credited for a "maternity or paternity leave of absence" shall not
     exceed five hundred one (501).



                                       8



(32) "Participant" - any person who has been admitted to participation in this
     Plan pursuant to the provisions of Article II. The term "Participant" shall
     include active Participants (those currently eligible to share in Company
     Contributions and ESOP Contributions, if any), inactive Participants (those
     individuals who are employed by the Company and have been active
     Participants but are not eligible to share in Company Contributions or ESOP
     Contributions), and any former Employee who has an Account under the Plan.

(33) "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be
     modified or amended from time to time. Effective January 1, 2002, the Plan
     consists of the ESOP Feature and the Non-ESOP Feature.

(34) "Plan Year" - except as otherwise provided herein, a Plan Year shall be the
     calendar year beginning January 1 and ending December 31. With respect to
     each person becoming employed by the Company or an Affiliated Company, for
     purposes of eligibility to participate herein, the initial Plan Year shall
     be the calendar year which commences coincident with or immediately
     following the Employee's Employment Date.

(35) "Pre-tax Savings Plan Contribution" - the percentage of a Participant's
     Compensation which the Company contributes to the Plan pursuant to a wage
     reduction agreement, under which a Participant elects to forego a
     percentage of such Compensation, reduced for purposes of the Plan, also
     sometimes referred to as a Company Wage Reduction Contribution.

(36) "Severance Date" - the earliest of (a) the date on which the Employee
     retires, dies, quits, or is discharged or (b) the date on which the
     Employee ceases to accrue Continuous Credited Service in accordance with
     the Company-Union basic labor agreement provisions for leave of absence;
     but in no event shall the Severance Date, as defined in (a) and (b), be
     earlier than the first anniversary of the first day of a period throughout
     which the Employee remains absent, with or without pay, from the service of
     the Company by reason of the absence.

(37) "Severance Period" - the period of time between the Employee's Severance
     Date and the date on which he again performs an Hour of Service.

(38) "Total and Permanent Disability" - a condition of a Participant as the
     result of bodily injury or disease from an unavoidable cause which prevents
     such Participant from being physically able to meet his/her present job
     requirements as the same existed at the time of the Participant's cessation
     of service due to such condition and which disability will (in the opinion
     of a qualified physician designated by the Committee) presumably be
     permanent and continuous during the remainder of his/her life. Such
     condition shall be deemed to have resulted from an unavoidable cause unless
     it:

     (a)  was contracted, suffered or incurred while the Participant was engaged
          in, or resulted from having engaged in, a felonious enterprise, or

     (b)  resulted from habitual drunkenness or addiction to hallucinogenic
          and/or narcotic drugs not prescribed by a qualified physician for
          treatment of a condition other than drug addiction, or




                                       9



     (c)  resulted from an intentional self-inflicted injury or self-induced
          sickness.

(39) "Transaction Period" - a period defined in Article XV herein during which
     certain rules and regulations, as established by the Committee and the
     Trustee, shall govern all transactions relating to securities.

(40) "Transactions" - all purchases, sales, redemptions or other dispositions of
     securities by the Trustee under the Plan.

(41) "Transfer Contributions" - those amounts transferred to the Plan on behalf
     of an Employee from another plan qualified under Section 401(a) of the Code
     as described in Article III, Section 8.

(42) "Trustee" - the Trustee or Trustees designated by the Company as provided
     herein.

(43) "Trust Fund" - assets of the Plan and Trust as the same shall exist from
     time to time.

(44) "Unvested" - that portion of a Participant's Account balance which is not
     vested pursuant to Article VI herein.

(45) "Vested" - that portion of a Participant's Account balance to which he/she
     has a nonforfeitable right pursuant to Article VI herein.






                                       10


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

SECTION 1. ELIGIBILITY

Any Employee of the Company eligible for membership in the Union who has
completed thirty days of Continuous Credited Service is eligible to participate
in the Plan.

Notwithstanding the foregoing, no Employee who serves only as a leased employee
as defined in Section 414(n) of the Code shall be covered by the Plan or deemed
to be a Participant.

SECTION 2. CONTINUOUS CREDITED SERVICE

     (a)  Continuous Credited Service for purposes of computing eligibility
          shall be defined as the period of time (as computed by completed
          1/12ths of a year) between the Employee's Employment Date or Adjusted
          Employment Date and the current date or the Employee's most recent
          Severance Date.

     (b)  Any person who incurs a Severance Period after January 1, 1990, shall
          have Continuous Credited Service restored on the following basis:

          (1)  A person who before the Severance Date had established a
               nonforfeitable right to any vested benefit will for all purposes
               have pre-Severance Period and post-Severance Period Continuous
               Credited Service aggregated to create an Adjusted Employment
               Date.

          (2)  A person who before the Severance Date had not established a
               nonforfeitable right to any vested benefit will have Continuous
               Credited Service restored on the following basis to create an
               Adjusted Employment Date:

               (i)  If the Severance Period is less than the Continuous Credited
                    Service prior to the Severance Date, the Continuous Credited
                    Service prior to the Severance Date shall be aggregated with
                    any Continuous Credited Service after the Severance Period
                    to create an Adjusted Employment Date for all purposes. Such
                    aggregation of Continuous Credit Service shall not include
                    any period of time during the Severance Period.

               (ii) If the Severance Period equals or exceeds the greater of
                    five (5) years or the Continuous Credited Service prior to
                    the Severance Date, the Continuous Credited Service prior to
                    the Severance Date shall not be aggregated and the Employee
                    shall become a Participant as specified in Section 3 of this
                    Article.




                                       11



SECTION 3. PARTICIPATION

An Employee described in Section 1 will become a Participant in the Plan upon
satisfaction of all the following requirements:

     (a)  completion of thirty days of Continuous Credited Service,

     (b)  receipt by the Committee of a completed application,

     (c)  agreement to an appropriate payroll deduction from his/her
          Compensation,

     (d)  agreement to accept a reduction of his/her Compensation equal to the
          whole percentage of his/her Compensation per payroll period he/she
          elects to have contributed by the Company as a Pre-tax Savings Plan
          Contribution.

A Participant shall cease to be eligible to make contributions to the Plan and
to share in Company Contributions or ESOP Contributions under the Plan when
he/she is no longer an Employee due to: resignation, termination, retirement,
death, Total and Permanent Disability, or otherwise ceasing to be an Employee or
the Participant's voluntary election to suspend participation pursuant to
Article VII hereof. Participation in the Plan will cease when the Employee or
former Employee no longer has an Account under the Plan. A Participant who
voluntarily ceases Active Participation from this Plan while still an Employee
accumulating Continuous Credited Service shall be ineligible to resume Active
Participation for a period of twelve (12) months from the date Active
Participation last ceased.

Notwithstanding the above paragraph, a Participant who retires under the
Company's Auburn Pension and Insurance Agreement may elect to continue to be a
Participant in the Plan and maintain an Account until the earlier of the date
he/she withdraws the balance in his/her Account or April 1 of the calendar year
following the calendar year in which he/she attains age 70-1/2. After the
effective date of such retirement, such a Participant shall not be entitled to
make contributions to the Plan or share in the allocation of Company
Contributions or ESOP Contributions.

Participation in the Plan by Eligible Employees shall be voluntary.





                                       12


                                  ARTICLE III
                           PARTICIPANTS' CONTRIBUTIONS

SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION

To be an Active Participant, an eligible individual must have made on his/her
behalf or agree to make a Pre-tax Savings Plan Contribution in the following
manner:

     (a)  A Participant may agree to have contributed on his/her behalf as a
          Pre-tax Savings Plan Contribution, an amount, at his/her election, not
          to exceed the lesser of: (i) 15% of his/her Compensation or (ii)
          $7,979 (or such greater amount as determined by the Secretary of
          Treasury). In calculating the limit under Code Section 402(g) for
          purposes of Code Section 401(k), the amounts to be deferred by an
          eligible Employee under each plan for which he/she is eligible to make
          wage deferrals will be aggregated by treating all cash or deferred
          arrangements under which the Employee is eligible as a single
          arrangement. If the limit set forth by Code Section 402(g) is
          exceeded, then the deferrals in excess of the limits must be
          distributed by April 15 of the following year. Such reduction in
          Compensation must be made at the time the Participant would normally
          receive his Compensation from the Company.

     (b)  A Participant, by agreeing to have contributed on his/her behalf a
          Pre-tax Savings Plan Contribution, shall enter into a written wage
          reduction agreement with the Company. The terms of such reduction
          agreement shall provide that the Participant accepts a reduction in
          his/her Compensation from the Company equal to any whole percentage of
          his/her Compensation per pay period which he/she elects to have
          contributed on his/her behalf as a Pre-tax Savings Plan Contribution.

     (c)  Pre-tax Savings Plan Contributions shall be fully vested and
          nonforfeitable at all times.

     (d)  The Company may amend or revoke its wage reduction agreement with any
          Participant at any time, if the Company determines that such
          revocation or amendment is necessary to insure that contributions by
          or on behalf of a Participant for any Plan Year will not exceed the
          limitations of Section 415 or to insure that the discrimination tests
          of section 401(k) of the Code are met for such Plan Year.

     (e)  If a Participant's Compensation for any Plan Year is such that he or
          she is a Highly Compensated Employee for the Plan Year, the actual
          deferral percentage test of Section 401(k)(3) of the Code will be met.
          The Plan incorporates by reference the provisions of Sections
          401(k)(3) of the Code and regulation Section 1.401(k) - 1(b)
          thereunder.





                                       13



SECTION 2. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS

All contributions made by or on behalf of a Participant are subject to the
limitations imposed by section 401(k), and section 415 of the Code as further
set forth in Article XII hereof.

The maximum amount of such contributions is limited under Section 401(k)(3)
determined by reducing contributions made on behalf of Highly Compensated
employees in order of their contribution percentages beginning with the highest
of such percentages.

SECTION 3. CHANGING CONTRIBUTION PERCENTAGE

The contribution percentage(s) designated by a Participant shall continue in
effect, notwithstanding any change in his/her Compensation, until he/she shall
change such contribution percentage(s).

A Participant may elect, at any time, but not less than thirty (30) days from
the last change in contribution percentage(s) to increase or decrease the
contribution percentage(s) within the applicable limits to be effective as soon
as practicable after receipt of notice of change.

SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES

Each Participant's Pre-tax Savings Plan Contributions shall be in whole
multiples of 1% of Compensation, subject to adjustment pursuant to Section 5
hereof.

SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS

     (a)  Each Pre-tax Savings Plan Contribution made by the Company on behalf
          of a Participant shall be transferred to the Plan pursuant to the
          terms of a written wage reduction agreement between such Participant
          and the Company. A Participant's wage reduction agreement shall be
          modified automatically to correspond to the change in the amount of
          the Pre-tax Savings Plan Contributions made on his/her behalf as set
          forth in Section 3 hereof.

     (b)  The tentative wage reduction amount set forth in any wage reduction
          agreement shall be in any amount as the Participant shall elect, but
          shall be not less than 1% and not more than 15% of Compensation of
          such Participant. Tentative wage reductions shall become final, and
          then shall constitute Pre-tax Savings Plan Contributions, only after
          the Company or the Committee has made such adjustments thereto as they
          (or either of them) deem necessary to maintain the qualified status of
          this Plan or to maintain the status of any portion of this Plan as a
          qualified cash or deferred arrangement under section 401(k) of the
          Code.

     (c)  All amounts withheld pursuant to a wage reduction agreement and
          thereafter contributed to the Plan as Pre-tax Savings Plan
          Contributions shall be so delivered only if the Company in good faith
          believes that such amounts do not exceed the amounts permissible
          pursuant to the limitations hereinabove set forth. If any amount shall
          be withheld from the Compensation of a Participant pursuant to a wage
          reduction agreement which exceeds the maximum amount permissible




                                       14



          pursuant to Section 5(b) hereof, and if such amount is contributed to
          the Plan as a Pre-tax Savings Plan Contribution by way of a mistake of
          fact, it shall be refunded to the Company and shall thereafter be paid
          as promptly as practicable (subject, however, to the withholding of
          taxes and other amounts as though such amount were current
          compensation) by the Company to the Employee from whose Compensation
          such amount was obtained pursuant to a wage reduction agreement.

SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS

Company Wage Reduction Contributions shall be transferred by the Company to the
Trustee as soon as practicable, but not less than monthly. All payments so made
by the Company shall be reported to the Committee.

All such contributions shall be appropriately credited to the Account of each
Participant by the Trustee.

SECTION 7. VETERANS

Notwithstanding any provision of this Plan to the contrary, effective December
12, 1994, contributions, benefits and Continuous Credited Service with respect
to qualified military service will be provided in accordance with Section 414(u)
of the Code. "Qualified military service" means any service in the uniformed
services (as defined in chapter 43 of title 38 of the United States Code) by any
individual if such individual is entitled to reemployment rights under such
chapter with respect to such service.

SECTION 8. TRANSFER CONTRIBUTIONS

The Trustee is authorized to accept on behalf of a Participant, and hold as part
of a Participant's Account, assets from a trustee of another plan qualified
under Section 401(a) of the Code, provided that such other plan permits such a
transfer and provided that the Committee approves such transfer from such other
plan. All amounts so transferred to a Participant's Account shall be referred to
herein as "Transfer Contributions."

SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held
under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5
of Article V, such contributions may be transferred later from the Non-ESOP
Feature to the ESOP Feature.




                                       15


                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS

The Company shall contribute to the Trustee out of Current Earnings for that
fiscal year or, at its discretion as set forth below out of its accumulated
earnings, in cash or in its treasury or authorized but unissued Common Stock the
value of which shall be computed at the applicable fair market value on the date
of contribution by the Company, an amount equal to the lesser of:

     (a)  the aggregate of seventy-five percent (75%) of all Pre-Tax Savings
          Plan Contributions which represent up to four percent (4%) of each
          Participant's Compensation during such year, less any forfeitures (as
          defined in Article VIII, Section 1), or

     (b)  an amount equal to fifteen percent (15%) of the Company's Current
          Earnings for such year in excess of ten percent (10%) of the
          stockholder's equity of the Company at the beginning of such year.

The Company's Board of Directors may, at its discretion, waive the limitations
in paragraph (b) above and contribute to the Trustee out of Current Earnings for
that fiscal year or its accumulated earnings an amount not to exceed the
limitations in paragraph (a) above.

The Company will not match, nor allocate its contributions to, any portion of
Pre-Tax Savings Plan Contributions which represent an amount in excess of four
percent (4%) of a Participant's Compensation during each Plan Year.

Company Contributions will be subject to the nondiscrimination test pursuant to
Section 401(m)(2) of the Code. For any Plan Year the contribution percentage for
eligible Highly Compensated Employees shall not exceed the greater of:

     (a)  125 percent of such percentage for all other Eligible Employees, or

     (b)  the lesser of 200 percent of such percentage for all other Eligible
          Employees, or such percentage for all other Eligible Employees plus 2
          percentage points.

For nondiscrimination testing purposes, the multiple use rules pursuant to
Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is
required, Pre-Tax Savings Plan Contributions will be distributed as provided by
Regulation Section 1.401(m)-2)(c).

At any time corrections are required to either the nondiscrimination test or
multiple use rules by distributing Pre-Tax Savings Plan Contributions any
related Company Contributions will also be distributed or forfeited to avoid
discrimination.

SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS

The Company shall contribute with respect to each Plan Year the aggregate of the
Company Wage Reduction Contributions for such Plan Year, as determined pursuant
to wage reduction




                                       16



agreements in force between the Company and Participants in the Plan. Company
Wage Reduction Contributions shall be fully Vested and nonforfeitable at all
times.

SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS

The Company Contributions for each fiscal year shall be allocated by the Trustee
to each Participant's Account in proportion to seventy-five percent (75%) of
each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up
to an aggregate contribution thereof of four percent (4%) of a Participant's
Compensation for such year.

If a Participant or Designated Beneficiary becomes entitled to distribution of
his/her Account under the Plan as a result of the Participant either retiring
from the Company under one of its retirement programs (except a Deferred Vested
Pension), suffering a Total and Permanent Disability or dying and Pre-Tax
Savings Plan Contributions have been made on his/her behalf to which Company
Contributions, if any, are allocated in the year in which such event
(retirement, Total and Permanent Disability, or death) occurred, such
Participant shall be entitled to share in the Company Contribution which it may
make with respect to such year, as herein provided, as if such event had not
occurred.

There shall be directly and promptly allocated to the Pre-Tax Savings Plan
Contributions subaccount of each Participant the Company Wage Reduction
Contributions, as set forth in Section 2 hereof.

Company Contributions will be allocated to the Participant only if the
Participant is employed on the last day of the Plan Year, except in the case of
retirement, Total and Permanent Disability or death.

SECTION 4. REPORTING THE CONTRIBUTIONS

The Company Contributions and Company Wage Reduction Contributions shall be
reported to the Committee by the Company.

SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS

To the extent that the deductibility thereof is subsequently denied, each
Company Contribution and each Company Wage Reduction Contribution made by the
Company pursuant to the provisions of this Article IV hereof is hereby made
expressly contingent upon the deductibility thereof for federal income tax
purposes for the year with respect to which such contribution is made. Each such
contribution is further contingent upon the maintenance of qualified status by
the Plan for the year with respect to which such contribution is made, to the
extent that the loss of qualified status would deprive the Company of the
deduction taken for such contribution.

SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS

All contributions made by the Company are made for the exclusive benefit of the
Participants and their beneficiaries, and such contributions shall not be used
for nor diverted to purposes other than for the exclusive benefit of the
Participants and their beneficiaries, including the costs of maintaining and
administering the Plan and Trust. Notwithstanding the foregoing, refunds of




                                       17



Company Contributions shall be made to the Company under the following
circumstances and subject to the following limitations, to the extent that such
refunds do not, in themselves, deprive the Plan of its qualified status:

     (a)  To the extent that a Federal income tax deduction is disallowed for
          any Company Contribution, the Trustee shall refund to the Company the
          amount so disallowed within one (1) year of the date of such
          disallowance.

     (b)  In the case of a contribution, or for any Company Wage Reduction
          Contribution, which is made in whole or in part by reason of a mistake
          of fact, so much of the Company Contribution as is attributable to the
          mistake of fact shall be returnable to the Company upon demand, upon
          presentation of evidence of the mistake of fact to the Trustee and of
          calculations as to the impact of such mistake of fact. Demand and
          repayment must be effected within one (1) year after the last
          installment payment of the contribution to which the mistake applies.

In the event that any refund of amounts contributed under Section 1 hereof is
paid to the Company, such refund shall be made without interest and shall be
deducted from among the Company Contributions subaccount of Participants only to
the extent that the amount of the refund can be identified to specific
Participants (as in the case of certain mistakes of fact). Refunds of amounts
contributed pursuant to Section 2 hereof (relating to contributions attributable
to wage reduction) are treated at Section 6 of Article III.

Notwithstanding any other provision of this Section 6, no refund shall be made
to the Company which is specifically chargeable to the Account of any
Participant in excess of one hundred percent (100%) of the amount in such
Account, nor shall a refund be made by the Trustee of any funds, otherwise
subject to refund hereunder, which have been distributed to Participants and/or
beneficiaries. In the case that such distributions become refundable, the
Company shall have a claim directly against the distributee to the extent of the
refund to which it is entitled. All refunds pursuant to this Section 6 shall be
limited in amount, circumstance and timing to the provisions of Section 403(c)
of the Employee Retirement Income Security Act of 1974, as amended, and no such
refund shall be made if, solely on account of such refund, the Plan would cease
to be a qualified Plan pursuant to Section 401(a) of the Code.

SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS

Each Company Contribution shall be sent to the Trustee as promptly as
practicable following the determination of the amount thereof, and, in any
event, on or before the date established by law (including any extension
thereof) for the filing of the Company's federal income tax return for the
taxable year with respect to which such Company Contribution is made.

Contributions made pursuant to Section 2 hereof shall be made no later than the
date specified in the preceding sentence, and shall be made at such earlier
dates as may be practicable provided, however, that no wage reduction amount
shall be held by the Company without contributing same to the Plan for a period
longer than the longest period that is permissible under regulations published
under Section 401(k) of the Code, and, in any event, amounts contributed under



                                       18



Section 2 hereof with respect to any Plan Year shall be deemed credited to the
Pre-Tax Savings Plan Contributions subaccount of the Participant not later than
the last day of such Year.

SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
IV, the Company Contributions and Company Wage Reduction Contributions shall be
transmitted to and held under the Non-ESOP Feature of the Plan. As provided in
Section 3 and Section 5 of Article V, such contributions may be transferred
later from the Non-ESOP Feature and ESOP Feature.

                                   ARTICLE V
                           INVESTMENT OF CONTRIBUTIONS

SECTION 1. INVESTMENT OF FUNDS

Except for Unvested Company Contributions and, subject to Section 4 of Article
XVIII, ESOP Contributions, the amounts in a Participant's Account may be
invested on behalf of such Participant in one or more of the following
Investment Options, at the Participant's discretion:

     (a)  Option A: Cash with Interest. - Cash will be invested in a fixed
          income account with a bank, insurance company, or an investment
          adviser registered under the Investment Advisers Act of 1940.

     (b)  Option B: Mutual Fund(s). - Cash will be invested in one or more
          mutual funds approved by the Committee and made available to
          Participants.

     (c)  Option C: A fund comprising a pooled account of Common Stock of the
          Company.

The amounts credited to a Participant's Account from, subject to Section 4 of
Article XVIII, the ESOP Contributions and Unvested Company Contributions shall
be invested in the Common Stock fund.

SECTION 2. INSTRUCTIONS TO THE TRUSTEE

A Participant will instruct the Trustee in writing as to the manner in which
his/her contributions in his/her Account, other than Company Contributions and
ESOP Contributions, shall be invested in any one or more of the Investment
Options in such proportions as he/she sees fit, except that the amounts so
specified shall be in multiples of one percent (1%). A Participant may likewise
instruct the Trustee with respect to the retention or investment of the Vested
portion of the Company Contributions subaccount and, subject to Section 4 of
Article XVIII, the ESOP Contributions subaccount allocated to his/her Account,
subject to the same limitations as apply to the investment of the contributions
in his/her Account other than Company Contributions.

Investment instructions with respect to the contributions in his/her Account
other than Company Contributions and ESOP Contributions, and with respect to the
Vested portion of the Company Contributions and, subject to Section 4 of Article
XVIII, the ESOP Contributions subaccount




                                       19



may be different, both as to the kind of investment and as to the relative
amounts to be invested in such investments. Subject to Section 4 of Article
XVIII, the ESOP Contributions subaccount and the Unvested portion of the Company
Contributions subaccount shall remain invested in the Common Stock fund.

SECTION 3. TRANSFER TO THE ESOP FEATURE

Effective January 1, 2002, any amount of the Participant's Non-ESOP Account
invested in the Common Stock fund shall transfer to the Participant's ESOP
Account as of the first day of the Plan Year immediately succeeding the Plan
Year in which the contributions comprising such amounts invested in the Common
Stock fund were made to the Plan. Notwithstanding the foregoing, any amount in a
Participant's Account that is attributable to contributions made to the Plan
prior to January 1, 2002 and that is invested in the Common Stock fund on
December 31, 2001 shall be transferred to the Participant's ESOP Account
effective as of January 1, 2002.

SECTION 4. TRUSTEE OPTIONS

The Trustee is authorized to purchase treasury or authorized but unissued Common
Stock of and from the Company, if offered by it, at the applicable fair market
value.

SECTION 5. CHANGING OF INVESTMENTS

As to the investment of future contributions with respect to which the
Participant has investment discretion, the Participant shall have the right, at
any time, but not more often than once daily, to instruct the Trustee to change
the amounts to be invested in any Investment Option(s) for all his/her
contributions. A Participant shall instruct the Trustee pursuant to this Section
5 with regard to the investment of any portion of the Participant's Account
attributable to Transfer Contributions.

Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of
this Article V, any amount that the Participant chooses to invest in the Common
Stock fund, pursuant to this Section 5, shall be held in the Participant's
Non-ESOP Account on and after January 1, 2002, subject to transfer to the
Participant's ESOP Account. Effective January 1, 2002, any such amount invested
in the Common Stock fund shall transfer to the Participant's ESOP Account as of
the first day of the Plan Year immediately succeeding the Plan Year in which the
investments were changed into the Common Stock fund. On and after January 1,
2002, any amount that the Participant chooses to invest in any Investment
Option(s) other than the Common Stock fund, pursuant to this Section 5, shall
beheld in the Participant's Non-ESOP Account.

All such directions to sell or to redeem securities held in the Participant's
Account or to reinvest the proceeds and all changed investment directions shall
become effective during the Transaction Period, as such term is defined in
Section 1 of Article XV. All such directions received and completed prior to
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business shall be effective as of the close of the
business day of receipt of such directions. All such directions received and
completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the
New York Stock Exchange are open for business shall be effective as of the
following day when both the Trustee and the New York Stock Exchange are open for
business.




                                       20



SECTION 6. EARNINGS FROM INVESTMENTS

Except as provided in Section 6 of Article XVIII, earnings from the Investment
Options shall be reinvested in the Investment Option producing such earnings.

SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS

Any funds in the hands of the Trustee as to which the Participant has instructed
the Trustee to invest in any given Investment Option but which temporarily
remains uninvested may be held by the Trustee in cash. Shares of Common Stock
shall be in full shares only, with no fractional shares being purchased or held.
Amounts creditable to the Accounts of Participants which cannot be invested in
the Investment Option selected because such amounts are insufficient to purchase
a full share of Common Stock shall be temporarily held pursuant to this Section
6 as uninvested funds for the benefit of the Account to which such amount is
allocate.

SECTION 8. SELECTION OF INVESTMENT OPTION

The selection of an Investment Option by a Participant will be entirely the
responsibility of such Participant. Neither Trustee, the Committee, the Company,
nor any of its personnel shall be empowered to advise a Participant as to the
manner in which the amounts credited to any Account shall be invested. The fact
that a security is available to Participants for investment under this Plan
shall not be construed as a recommendation for the purchase of that security,
nor shall the designation of any Investment Option impose any liability on the
Trustee, the Committee, the Union, the Company, or any of its personnel.




                                       21


                                   ARTICLE VI
                            VESTING OF CONTRIBUTIONS

SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS

A Participant shall have a nonforfeitable interest in his/her Account balance to
the extent that it is attributable to contributions made by him/her or on
his/her behalf including (but not limited to) Company Wage Reduction
Contributions (but not including Company Contributions), at all times (subject
to the terms and conditions of Articles IX and XI), and in all assets in his/her
Account attributable thereto.

SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Company Contributions and ESOP Contributions, if any, shall become Vested to the
Participant on the date such Participant completes five (5) years of Continuous
Credited Service (Article II, Section 2). For Participants with five (5) or more
years of Continuous Credited Service, Company Contributions and ESOP
Contributions will become Vested immediately upon being placed in his/her
Account. Notwithstanding the foregoing, a Participant shall at all times be
Vested in any earnings and dividends paid on the investments of Unvested Company
Contributions and ESOP Contributions held in the Participant's Account. Full one
hundred percent (100%) vesting shall also occur upon attainment of the
Participant's Normal Retirement Date.

Should a Participant terminate participation in the Plan by reason of any of the
following, all Company Contributions and ESOP Contributions will become one
hundred percent (100%) Vested to the Participant:

     (a)  Total and Permanent Disability

     (b)  Death

     (c)  Termination of the Plan, (or partial termination of the Plan if the
          Participant is affected thereby), or

     (d)  Complete and final discontinuance of Company Contributions.

If a Participant terminates employment at a time when his/her Company
Contributions and ESOP Contributions are Unvested, such Unvested contributions
shall be forfeited upon the earlier of (i) the distribution to the Participant
of the Vested portion of his/her Account or (ii) the close of five consecutive
Severance Periods after such termination of employment.

SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

A Participant who has restored previously forfeited ESOP Contributions or
Company Contributions (as described in Section 7 of Article XI) shall have these
restored ESOP Contributions and Company Contributions vest provided restoration
is made prior to the attainment of five (5) years Continuous Credited Service by
the Participant.






                                       22


                                  ARTICLE VII
                           SUSPENSION OF PARTICIPATION

SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER

In the event that a Participant is transferred to a job with the Company which
renders such Participant ineligible to participate actively in this Plan, then,
in such event, such Participant's Active Participation shall be deemed to be
suspended. However, during the period of suspension the Participant's Account
shall continue to be vested as if no suspension had occurred.

Such suspension shall remain in effect until:

     (a)  the Participant is transferred to a job whereby he/she would be
          re-eligible to be an active Participant in the Plan, or

     (b)  a termination occurs pursuant to Article XI of the Plan.







                                       23


                                  ARTICLE VIII
                 APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED

SECTION 1. APPLICATION OF FORFEITURES

All Company Contributions and ESOP Contributions forfeited in accordance with
Article VI, Section 2 shall be used to reduce the Company's subsequent
contributions to the Plan. However, such forfeited Company Contributions and
ESOP Contributions will be restored to the Participant's Account should the
Participant exercise restoration rights as defined in Section 7 of Article XI.

In the event that the Plan is terminated, any forfeitures not previously applied
to reduce Company Contributions shall be credited (on the basis of each
individual Participant's current year Compensation as a ratio to the total
current year Compensation of all Participants) to the Accounts of all
Participants entitled to share in the allocation of Company Contributions at the
time of such termination.

SECTION 2. TREATMENT OF FORFEITED SECURITIES

Forfeited securities shall be converted to cash and be invested by the Trustee;
such cash shall be applied to the reduction of the next contribution by the
Company.

Upon forfeiture of a portion of the Company Contributions or ESOP Contributions,
the Trustee shall sell such amount of the securities allocated to the
Participant's Account as may be necessary to effect the forfeiture.








                                       24


                                   ARTICLE IX
                           WITHDRAWAL OF CONTRIBUTIONS

SECTION 1. WITHDRAWAL EVENTS

No amount may be withdrawn by a Participant from Company Wage Reduction
Contributions, Company Contributions, or ESOP Contributions earlier than the
occurrence of hardship (see Section 2 below) or one of the following events:

     (a)  the Participant's retirement, death, Total and Permanent Disability,
          or termination of Employee status;

     (b)  termination of the Plan without establishment of a successor plan;

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

     (d)  the sale or other disposition by the Company to an unrelated
          corporation, which does not maintain the Plan, of substantially all of
          the assets used in a trade or business, but only with respect to
          employees who continue employment with the acquiring corporation;

     (e)  the sale or other disposition by the Company of its interest in a
          subsidiary to an unrelated entity which does not maintain the Plan,
          but only with respect to employees who continue employment with the
          subsidiary.

     (f)  An Eligible Rollover Distribution by a Distributee to an Eligible
          Retirement Plan in accordance with the provisions of Article XI,
          Section 6.

SECTION 2. HARDSHIP WITHDRAWALS

If a Participant requests a hardship withdrawal prior to the occurrence of an
event in Section 1 above, such request will require the consent of the Committee
and such consent shall be given only if, under uniform rules, the Committee
determines that

     (a)  the purpose of the withdrawal is to meet immediate and heavy financial
          needs of the Participant,

     (b)  the amount does not exceed such financial need, and

     (c)  the amount of the withdrawal is not immediately available from the
          resources of the Participant.

A withdrawal made on account of hardship must be made first, from Company
Contributions and earnings (if Vested) and then only from Company Wage Reduction
Contributions of the Participant, and not from earnings credited thereto.




                                       25



Employees who make a hardship withdrawal may not make elective contributions for
the tax year following the tax year of distribution, greater than the Code
Section 402(g) limit minus the elective contributions for the year of
distribution.

SECTION 3. FREQUENCY OF WITHDRAWALS

Except for distribution at retirement, disability, or death, [Article XI,
Section 2(b)], withdrawals may not be made more frequently than once in any
twelve (12) month period.













                                       26


                                   ARTICLE X
                           DESIGNATION OF BENEFICIARY

Each Participant must file with the Committee a written designation of a
Designated Beneficiary or Beneficiaries in the form prescribed by the Committee
with respect to all or part of the securities and cash held for the account of
such Participant. Such Designated Beneficiary shall be a Participant's spouse
or, if he/she has no spouse or his/her spouse consents (in the manner
hereinafter described in this Article) to the designation hereinafter provided
for in this Article, such person or persons other than, or in addition to,
his/her spouse as may be designated by a Participant as his/her death
beneficiary under the Plan. Such a designation may be made, revoked or changed
only by an instrument (in form acceptable to the Committee) which is signed by
the Participant, which includes his/her spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
spouse being named as the Participant's sole Beneficiary), and which is filed
with the Committee before the Participant's death. A spouse's consent required
by this Article shall be signed by the spouse, shall acknowledge the effect of
such consent, shall be witnessed by a member of the Committee or by a notary
public and shall be effective only with respect to such spouse. At any time when
all the persons designated by the Participant as his/her Designated Beneficiary
have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or,
if he/she does not then have a spouse, the Participant's estate. If a
Participant has no spouse and he/she has not made an effective Beneficiary
designation pursuant to this Article, his/her Designated Beneficiary shall be
his/her estate.









                                       27


                                   ARTICLE XI
                          DISTRIBUTION OF CONTRIBUTIONS

SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS

Subject to the provisions of Section 3 of this Article, distributions may be
made to a Participant or the Designated Beneficiary, as the case may be, upon
the occurrence of the following stated events:

     (a)  Termination of a Participant's participation in the Plan, or cessation
          of the Participant's right to share in the allocation of the Company
          Contributions or ESOP Contributions made to the Plan (other than a
          temporary cessation on account of a temporary suspension of
          Participant contributions), or

     (b)  Termination of the Plan without establishment of a successor plan, or

     (c)  The sale or other disposition by the Company to an unrelated
          corporation, which does not maintain the Plan, of substantially all of
          the assets used in a trade or business, but only with respect to
          employees who continue employment with the acquiring corporation, or

     (d)  The sale or other disposition by the Company of its interest in a
          subsidiary to an unrelated entity which does not maintain the Plan,
          but only with respect to employees who continue employment with the
          subsidiary.

Effective as of January 1, 1998, if the present value of any nonforfeitable
accrued benefit, at the time of distribution or at the time of any subsequent
distribution, exceeds $5,000 such benefit may not be immediately distributed
without the consent of the Participant.

SECTION 2. TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN

A Participant's Active Participation in the Plan will be terminated if he/she:

     (a)  Voluntarily elects to cease contributions to the Plan,

     (b)  Terminates employment from the Company voluntarily or involuntarily,

     (c)  Retires from the Company under one of its retirement programs,

     (d)  Suffers a Total and Permanent Disability,

     (e)  Dies.

     (f)  Becomes Vested in all Company Contributions and ESOP Contributions in
          his/her Account and remains in a job whereby he/she is ineligible to
          be an active Participant in the Plan.




                                       28



SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

If a Participant terminates employment with the Company, either voluntarily or
involuntarily, before the Company Contributions or ESOP Contributions are
Vested, the Participant will receive the then current market value of the larger
of:

     (a)  the Participant's Pre-Tax Savings Plan Contributions, plus all
          earnings (not to exceed the current market value of the entire
          Account), or

     (b)  the current market value of the entire Account less the Unvested
          Company Contributions and Unvested ESOP Contributions.

If a Participant, who remains an employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan before any of the Company
Contributions or ESOP Contributions are Vested, he/she will receive the amount
described above in this Section 3, less the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon
attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount.

SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

Subject to Article XI, Section 1, if a Participant terminates employment with
the Company after Company Contributions and ESOP Contributions are Vested, the
Participant will receive the then current market value of the entire Account
when he/she elects to make a voluntary withdrawal.

If a Participant, who remains an Employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions
and ESOP Contributions are Vested, or remains in a job whereby he/she is
ineligible to be an active Participant in the Plan, he/she will receive the
amount described above in this Section 4, less the then current market value of
his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall,
upon attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains
employed by the Company and who has attained age 59 1/2, voluntarily elects to
withdraw from the Plan after he/she becomes Vested in Company Contributions and
ESOP Contributions credited to his/her Account, he/she will receive the entire
amount described in this Section 4 as if he/she had terminated employment with
the Company.

SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY

If a Participant dies, retires or suffers a Total and Permanent Disability, the
Participant or Designated Beneficiary will receive the then current market value
of his/her Account. Distribution will not occur upon retirement or Total and
Permanent Disability in the event a Participant elects to defer the commencement
of distribution in accordance with Section 6 of this Article.

SECTION 6. DISTRIBUTION OF ACCOUNTS





                                       29



     (a)  Form of Distribution of Accounts to a Participant During His/Her
          Lifetime:

          If a Participant terminates participation in the Plan, due to a
          separation from service or, if earlier, age 59 1/2, distribution shall
          be made, subject to other limitations of this Plan, by one of the
          following methods as he/she shall elect:

          (1)  Payment in cash, or

          (2)  If the Participant has selected one or more of the Investment
               Options:

               (i)   payment in cash,

               (ii)  payment in securities held for the Participant's Account,
                     or

               (iii) a combination of (i) and (ii) above at the option of the
                     Participant.

     (b)  Distribution of Cash and/or Securities

     Distribution of cash and/or securities to a Participant who either (i)
     retires from the Company under one of its retirement programs, (ii) suffers
     a Total and Permanent Disability, or (iii) dies, or (iv) becomes Vested in
     all Company Contributions and ESOP Contributions in his/her Account and
     remains in a job whereby he/she is ineligible to be an active Participant
     in the Plan, shall be made, at the Participant's or Designated
     Beneficiary's option, in one of the following forms:

          (1)  A single distribution to be received within ninety (90) days from
               the date the Participant terminated participation in the Plan,

          (2)  Two (2) installment distributions, with the first installment to
               be at least fifty percent (50%) of the Participant's Account
               balance (as determined in Section 3, 4 or 5 of this Article) and
               to begin within ninety (90) days from the date the Participant
               terminated participation in this Plan, and the second and final
               installment to include the remainder of the Account balance and
               to be received within twenty-four (24) months after the date the
               Participant terminated participation in this Plan.

          (3)  For events described in Section 1(c) or 1(d) of this Article,
               distribution will be made in a lump sum as provided by Section
               401(k)(10) of the Code.

     Distribution of cash and/or securities to a Participant who voluntarily
     elects to withdraw from the Plan or terminates employment from the Company,
     voluntarily or involuntarily, shall be made in a single distribution to be
     received within ninety (90) days from the date the Participant terminated
     participation in the Plan.

     Notwithstanding the foregoing, a Participant who retires from the Company
     under one of its retirement programs (except a deferred vested pension) may
     elect to defer the commencement of distribution and remain a Participant in
     this Plan until no later than




                                       30



     April 1 of the calendar year following the calendar year in which he/she
     attains age 70-1/2.

     Should the Participant fail to select a form of distribution as previously
     described, the final distribution will be made in a single distribution as
     described in Section 6(b) (1) of this Article, in the form of the
     Investment Option(s) then in the Account.

     If a Participant should die before (all) distribution(s) has (have) been
     made, such distribution(s) shall be made to the Designated Beneficiary.

     (c)  Distribution in Case of the Death of a Participant While an Employee

     In the event of the death of a Participant while an Employee, distribution
     shall be made in accordance with Article X. Each Designated Beneficiary
     shall make an appropriate election as provided in Section 6(b) of this
     Article.

     If the Designated Beneficiary should die before the final distribution has
     been made then such final distribution shall be made to the legally
     appointed representative(s) of the Designated Beneficiary.

     (d)  Direct Rollover of Eligible Rollover Distributions

     This subsection 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 subsection, a
     Distributee, as defined under paragraph (1)(iii) of this subsection, may
     elect, at the time and in the manner prescribed by the plan administrator,
     to have any portion of an Eligible Rollover Distribution, as defined under
     paragraph (1)(i) of this subsection, paid directly to an Eligible
     Retirement Plan, as defined under paragraph (1)(ii) of this subsection,
     specified by the Distributee in a Direct Rollover, as defined under
     paragraph (1)(iv) of this subsection.

          (1)  Definitions

               (i)  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 any
                    distribution to the extent such distribution is required
                    under section 401(a)(9) of the Code, any distribution that
                    is one of a series of substantially equal periodic payments
                    (paid not less frequently than annually) over the life (or
                    life expectancy) of the distributee or the joint lives (or
                    life expectancies) of the distributee and a designated
                    beneficiary or for a specified period of ten years or more,
                    the portion of any distribution that is not includible in
                    gross income, such other amounts specified in Treasury
                    regulations and rulings, notices or announcements issued
                    under Section 402(c) of the Code, and, effective January 1,
                    1999, any "hardship" distribution (as defined in Code
                    Section 401(k)).




                                       31



              (ii)  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.

              (iii) Distributee: A Distributee includes a Participant or the
                    Participant's surviving spouse or Participant's former
                    spouse who is the alternate payee under a qualified domestic
                    relations order, as defined in section 414(p) of the Code.

              (iv)  Direct Rollover: A Direct Rollover is a payment by the Plan
                    to the Eligible Retirement Plan specified by the
                    Distributee.

     (e)  Miscellaneous Provisions Relating to Distributions

          Any distribution to which a Participant or the Designated Beneficiary
          may be entitled shall have deducted therefrom all incident expenses
          and/or taxes.

          The Committee shall be notified upon forms prescribed by it as to all
          actions which are to be taken under this Section by a Participant or
          Designated Beneficiary.

          The Trustee shall be notified in writing by the Committee concerning
          any action required by the Trustee to be taken under this Section.

          Unless the Participant elects otherwise, in no event shall any
          retirement, death, or disability benefit commence later than the
          sixtieth (60th) day after the latest of the close of the Plan Year in
          which (1) occurs the date on which the Participant attains the earlier
          of age 65 or the normal retirement age specified hereunder (if other
          than 65) (whether or not by reason of reference to the Company's
          retirement programs), (2) occurs the tenth anniversary of the year in
          which the Participant commenced participation in the Plan, or (3) the
          Participant terminates service with the Company.

     (f)  Provision Pursuant to Code Section 401(a)(9)

          All distributions required under this Article XI shall be determined
          and made in accordance with the proposed regulations under Code
          Section 401(a)(9) including the minimum distribution incidental
          benefit requirement of section 1.401(a)(9)-2 of the proposed
          regulations, as may be amended or promulgated from time to time.

          (1)  Notwithstanding any other provision of the Plan, for individuals
               who are five percent (5%) owners (as defined in Section 416 of
               the Code) or who



                                       32



               attain age seventy and one-half (70 1/2) in Plan Years prior to
               2003, the entire interest of each such Participant under the Plan
               shall be distributed, commencing not later than April 1 of the
               calendar year following the calendar year in which he/she attains
               age seventy and one-half (70 1/2).

               For individuals who are not five percent (5%) owners (as defined
               in Section 416 of the Code) and who attain age seventy and
               one-half (70 1/2) in Plan Years after 2002, the entire interest
               of each such Participant in the Plan shall be distributed to
               him/her by April 1 of the calendar year following the later of
               either:

               (i)  the calendar year in which the Employee attains age seventy
                    and one-half (70-1/2), or

               (ii) the calendar year in which the Employee retires.

               Such distribution shall be (1) in accordance with regulations
               prescribed by the Secretary of the Treasury, over the life of
               such Participant and his/her Designated Beneficiary, or (2) in
               accordance with such regulations, over a period not extending
               beyond the life expectancy of such Participant or the life
               expectancy of such Participant and his/her Designated
               Beneficiary.

          (2)  If distribution of a Participant's interest under the Plan has
               begun in accordance with paragraph (1) of this subsection and
               such Participant dies before his/her entire interest has been
               distributed to him/her, the remaining portion of such interest
               shall be distributed to his/her Designated Beneficiary at least
               as rapidly as under the method of distribution being used under
               such paragraph (1) as of the date of his/her death.

          (3)  If a Participant dies before the distribution of his/her interest
               under the Plan has begun in accordance with paragraph (1) of this
               subsection, the entire interest of the Participant shall be
               distributed to his/her Designated Beneficiary within five (5)
               years after such Participant's death; provided, however, that
               such five-year rule shall not be applicable to any portion of the
               Participant's interest under the Plan which is payable to any
               individual designated by the Participant as his/her Designated
               Beneficiary if:

               (i)  such portion will be distributed (in accordance with
                    regulations prescribed by the Secretary of the Treasury)
                    over the life of such Designated Beneficiary, and

               (ii) such distributions to such Designated Beneficiary begin not
                    later than one year after the date of the Participant's
                    death or such later date as the Secretary of the Treasury
                    may by regulations prescribe or, if such Designated
                    Beneficiary is the Participant's surviving spouse, not later
                    than the date on which the Participant would have attained
                    age 70-1/2.



                                       33



          (4)  If the Participant's surviving spouse is his/her Designated
               Beneficiary and such spouse dies before the distributions to such
               spouse begin, paragraph (3) shall be applied as if the surviving
               spouse were the Participant.

          (5)  Under regulations prescribed by the Secretary of the Treasury,
               for purposes of this subsection, any amount paid to a child shall
               be treated as if it had been paid to the surviving spouse if such
               amount will become payable to the surviving spouse upon such
               child reaching majority (or other designated event permitted
               under such regulations).

SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Each Participant who has forfeited any Company Contributions or ESOP
Contributions has the right to gain restoration of the forfeited Company
Contributions and ESOP Contributions. A Participant who (i) terminates
participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article
XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his
Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of
the third paragraph of Section 2 of Article VI and (iv) subsequently becomes
rehired by the Controlled Group, will have the right within the earlier of (1)
five (5) years after re-employment or (2) the close of five (5) consecutive
Severance Periods commencing after the date of distribution, to restore to the
Account the dollar value of the previously forfeited Company Contributions and
ESOP Contributions by contributing back to the Account the total lump sum amount
(dollar value as of the date of distribution) of the distribution which caused
the forfeiture.

SECTION 8. DETERMINATION OF VALUE

Determinations of value hereunder shall be made pursuant to an annual valuation
by the Trustee at the fair market value as of the close of business on the
annual valuation date to be established by the Trustee. If no such date is
established, the annual valuation date shall be the last day of the Plan Year.
Interim valuations, or partial valuations of one or more of the investment
funds, may occur upon the direction of the Committee. The then current value of
a Participant's Account, or any part thereof, as of any date, shall be
determined by reference to the valuation (whether or not the annual valuation)
coincident with or last preceding the date as of which such Account is to be
valued.








                                       34



                                  ARTICLE XII
                         MAXIMUM CONTRIBUTION LIMITATION

SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c)

     (a)  MAXIMUM ANNUAL ADDITION: The "annual addition" to a Participant's
          Account shall not exceed the lesser of (i) $30,000 (as adjusted,
          effective January 1, 1995, pursuant to Section 415(d) of the Code) or
          (ii) twenty-five percent (25%) of the Participant's Compensation (as
          defined in paragraph (d) below) for that Plan Year. The Compensation
          limitation in (a)(ii) above shall not apply to amounts treated as
          Annual Additions under Sections 415(l)(1) or 419A(f)(2) of the Code.

          The term "annual addition" means the amount allocated to a
          Participant's Account during the limitation year (as hereinafter
          defined) that constitutes:

          1.   Forfeitures;

          2.   all Employee contributions;

          3.   amounts allocated to an individual medical account, as defined in
               section 415(1)(2) of the Code, which is part of a pension or
               annuity plan maintained by the Company are treated as annual
               additions to a defined contribution plan. Also amounts derived
               from contributions paid or accrued which are attributable to
               post-retirement medical benefits, allocated to the separate
               account of a key employee, as defined in section 419A(d)(3) of
               the Code, under a welfare benefit fund, as defined in section
               419(e) of the Code, maintained by the Company are treated as
               annual additions to a defined contribution plan; and

          4.   all Company Contributions

          Any amount which may be excluded from the computation of annual
          additions under Treas. Reg. 1.415-6 shall be excluded from such
          computation.

          In addition, all defined contribution plans of the Company, terminated
          or not, shall, for purposes of these limitations, be considered as one
          Plan.

     (b)  LIMITATION YEAR: For purposes of determining "annual additions", the
          Limitation Year shall be the Plan Year.

     (c)  In the case of a group of Companies which constitutes a controlled
          group of corporations (as defined in Section 1563(a) of the Code), all
          such Companies shall be considered a single Company or employer for
          purposes of applying the limitation of Section 415 of the Code.

     (d)  COMPENSATION. For purposes of this Section 1, Compensation shall mean
          compensation within the meaning of Section 415(c)(3) of the Code and
          the regulations thereunder. For limitation years beginning on and
          after January 1,




                                       35



          2001, for purposes of applying the limitations described in this
          section, compensation paid or made available during such limitation
          years shall include elective amounts that are not includible in the
          gross income of the employee by reason of Section 132(f)(4) of the
          Code.

     (e)  ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the
          allocation of forfeitures, a reasonable error in estimating a
          Participant's Compensation, or under other facts and circumstances
          provided for under Treasury Regulation 1.415- 6(b)(6), the annual
          addition to a Participant would exceed the maximum provided in this
          Section 1, the administrator shall return any voluntary Participant
          contributions credited for the Limitation Year to the extent the
          return would reduce the excess amounts in the Participant's Accounts;
          to the extent excess amounts continue to exist, the excess amounts
          shall be allocated and reallocated to other Participants in the Plan.
          However, if such allocation or reallocation of the excess amounts
          causes the limitations of Section 415 to be exceeded with respect to
          each Plan Participant for the Limitation Year, then such amounts shall
          be held unallocated in a suspense account (the "Section 415 Suspense
          Account"). If a Section 415 Suspense Account is in existence at any
          time during a particular Limitation Year, other than the Limitation
          Year described in the preceding sentence, all amounts in the Section
          415 Suspense Account shall be allocated and reallocated (subject to
          the limitations of Section 415) before any contributions by the
          Company which would constitute annual additions may be made to the
          Plan for that Limitation Year. The Section 415 Suspense Account shall
          not share in any earnings or losses of the Trust Fund.

SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE

This Section 2 shall not apply after December 31, 1999.

     (a)  Except as otherwise provided in Section 415(e) of the Code, in any
          case in which an individual is a participant in both a defined benefit
          plan and a defined contribution plan maintained by the Affiliated
          Group, the sum of the defined benefit plan fraction and the defined
          contribution plan fraction for any Plan Year commencing on or after
          the Effective Date shall not exceed 1. For purposes of the preceding
          sentence,

          (1)  the defined benefit plan fraction for any Plan Year is a fraction
               (i) the numerator of which is the projected annual benefit of the
               participant under the plan (determined as of the close of the
               Plan Year), and (ii) the denominator of which is the lesser of
               (A) the product of 1.25, multiplied by the dollar limitation in
               effect under Section 415(b)(1)(A) of the Code for such Year, or
               (B) the product of 1.4, multiplied by the amount which may be
               taken into account under Section 415(b)(l)(B) of the Code with
               respect to such participant under the plan for such Year; and

          (2)  the defined contribution plan fraction for any Plan Year is a
               fraction (i) the numerator of which is the sum of the annual
               additions to the participant's




                                       36



               account as of the close of the Plan Year and for all prior Plan
               Years, and (ii) the denominator of which is the sum of the lesser
               of the following amounts determined for such Plan Year and for
               each prior Plan Year of service with the Affiliated Group;

               (A)  the product of 1.25, multiplied by the dollar limitation in
                    effect under Section 415(c)(1)(A) of the Code for such Plan
                    Year, or

               (B)  the product of 1.4, multiplied by the amount which may be
                    taken into account under Section-415(c)(1)(B) of the Code
                    with respect to such participant under such plan for such
                    Plan Year.

     (b)  Such reductions as are necessary to comply with the limitations of
          this Section with respect to a Participant in this Plan shall be made
          in his/her accrued benefit in accordance with applicable law;
          provided, however, that reductions shall first be made in accrued
          benefits in accordance with the provisions of any defined contribution
          plan of a controlled group member in which the Participant also
          participates prior to reduction in annual additions pursuant to a
          defined benefit plan, and to that end the Company shall reduce such
          accrued benefits to the extent necessary so that the defined
          contribution fraction set forth in Subsection (a) (1) of this Section
          is reduced so that such limitations are not exceeded, and reduction of
          annual additions shall then be made in accordance with the provisions
          of this Plan as are necessary to comply with the limitations of this
          Section.

SECTION 3. ANTI-DISCRIMINATION TEST

Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of
a Participant shall be limited, to the extent necessary to satisfy the
anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan
Year the Average Actual Deferral Percentage for the Highly Compensated Employees
with respect to any Plan Year shall not exceed the greater of (a) or (b):

     (a)  The average Actual Deferral Percentage for the Eligible Employees who
          are Non-Highly Compensated Employees for the Plan Year multiplied by
          1.25, or

     (b)  The Actual Deferral Percentage for the Eligible Employees who are
          Non-Highly Compensated Employees multiplied by 2; provided, however,
          that the Average Actual Deferral Percentage for the Highly Compensated
          Employees may not exceed the Actual Deferral Percentage for the
          Eligible Employees who are Non-Highly Compensated Employees by more
          than two (2) percentage points (or such lesser amount as determined by
          the Secretary of Treasury).

If, at any time during a Plan Year, the Actual Deferral Percentage for the
Highly Compensated Employees exceeds or is reasonably expected by the Committee
to exceed the greater of (a) or (b) above, then the Committee, in its sole and
absolute discretion, shall distribute the Excess Contributions (as hereinafter
defined) and income allocable to the contributions to the Highly Compensated
Employees on whose behalf such Excess Contributions were made. For purposes of
this Section 3, Excess Contributions shall mean the amount determined pursuant
to Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall
be reduced, as determined




                                       37



by Secretary of the Treasury, by the amount of any Excess Deferrals which are
distributed to the Participant pursuant to Section 1 of Article III. Any
distribution of the Excess Contributions shall be made to each Highly
Compensated Employee based on his respective portion of the Excess Contributions
by reducing the amount of Pre-Tax Savings Plan Contributions actually paid over
to the Trust on behalf of the Employee whose Pre-Tax Savings Plan Contribution
is the greatest of the Highly Compensated Employees until such Participant's
Pre-Tax Savings Plan Contribution is equal to the Pre-Tax Savings Plan
Contribution of the Highly Compensated Employees whose Pre-Tax Savings Plan
Contribution is the second greatest and continuing to prospectively reduce the
amount of Company Contributions to be paid over to the Trust on behalf of the
Highly Compensated Employees in a like manner until the Actual Deferral
Percentage of the Highly Compensated Employees equals (by rounding up) for the
Plan Year the greater of (a) or (b) above.

The income allocable to a Participant's Excess Contributions shall be determined
by multiplying the income allocable to the Participant's Pre-tax Savings Plan
Contribution by a fraction, the numerator of which is the Participant's Excess
Contribution and the denominator of which is the Participant's balance in his
Company Wage Reduction Contribution Account as of the last day of the Plan Year.

The Excess Contributions which would otherwise be distributed to the Participant
shall be adjusted for income; shall be reduced, in accordance with regulations,
by the amount of Excess Deferrals distributed to the Participant; shall, if
there is a loss allocable to the Excess Contributions, in no event be less than
the lesser of the Participant's Accounts under the Plan or the Participant's
Company Wage Reduction Contribution for the Plan Year.

Amounts distributed under this Section 3 shall be treated as a reduction in the
amount of Compensation to be reduced pursuant to Section 1 of Article III by
each Participant.

In calculating the actual deferral percentage for purposes of section 401(k),
the actual deferral ratio of a Highly Compensated Employee will be determined by
treating all cash or deferred arrangements under which the Highly Compensated
Employee is eligible (other than those that may not be permissively aggregated)
as a single arrangement.

This paragraph shall apply until January 1, 1997. In the case of a Highly
Compensated Employee who is one of the ten most Highly Compensated Employees and
is thereby subject to the family aggregation rules of Section 414(q)(6), the
actual deferral ratio (ADR) for the family group (which is treated as one Highly
Compensated Employee) is the ADR determined by combining the elective
contributions, compensation and amounts treated as elective contributions of all
eligible family members. Except to the extent taken into account in the
preceding sentence, the elective contributions, compensation, and amounts
treated as elective contributions of all family members are disregarded in
determining the Actual Deferral Percentages for the groups of Highly Compensated
Employees and nonhighly compensated employees.

This paragraph shall apply until January 1, 1997. In the case of a Highly
Compensated Employee whose ADR is determined under the family aggregation rules,
the determination of the amount of excess contributions shall be made as
follows: The ADR is reduced in accordance with the "leveling" method described
in section 1.401(k)-1(f)(2) of the regulations and the excess



                                       38



contributions are allocated among the family members in proportion to the
contributions of each family member that have been combined.

Failure to correct Excess Contributions by the close of the Plan Year following
the Plan Year for which they were made will cause the Plan to fail to satisfy
the requirements of Code Section 401(k)(3) for the Plan Year for which the
Excess Contributions were made and for all subsequent years they remain in the
Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the
amount of Excess Contributions unless they are corrected within two and one-half
(2 1/2) months after the close of the Plan Year for which they were made.

To the extent required by the Code and Treasury Regulations, the limitations set
forth in Section 2 shall be applied separately to each of the Non-ESOP Feature
and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying
this Section 3 for any Plan Year in which

     (a)  the ESOP Feature is maintained, and

     (b)  the requirements of Sections 401(k)(12) and 401(m)(11) of the Code are
          not satisfied

a single Actual Deferral Percentage will be calculated for the group of eligible
Employees who are Highly Compensated Employees and a single Actual Deferral
Percentage will be calculated for the group of Eligible Employees who are
Non-Highly Compensated Employees for the Plan Year, notwithstanding the
existence of the ESOP portion of the Plan and the disaggregation rules of
Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason
of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan
Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan
Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year
(including any Pre-Tax Savings Plan Contributions that are invested in Common
Stock) and such account is not part of the ESOP, and all Company Contributions
made in such Plan Year are allocated to the Company Contribution subaccount of
the Participant's Non-ESOP Account in such Plan Year (including any Company
Contributions that are invested in Common Stock) and such account is not part of
the ESOP.







                                       39



                                  ARTICLE XIII
                                    RESERVED



































                                       40



                                  ARTICLE XIV
                           ADMINISTRATION OF THE PLAN

SECTION 1. SAVINGS PLAN COMMITTEE

The Plan shall be administered by the Defined Contribution Plan Committee which
shall be appointed by the Board of Directors of the Company.

The Committee shall consist of at least three (3) members who shall be
designated from time to time by the Board of Directors of the Company, and shall
act by at least a majority of members.

The Committee, by a majority vote of its members, shall appoint a plan
administrator, chairman and secretary. The plan administrator as appointed by
the Committee shall be the "Named Fiduciary" of the Plan with respect to
administrative matters, and the Trustee shall be the "Named Fiduciary" with
respect to the handling of Plan assets.

The Board of Directors shall, from time to time, notify the Trustee of the
number and the identity of the members of the Committee and the Trustee shall be
entitled to rely upon such notices.

SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE

The Committee shall adopt such uniform and nondiscriminatory administrative
regulations under the Plan as it shall deem to be necessary or appropriate for
the efficient administration of the Plan.

The Committee shall have sole and absolute discretion to interpret the
provisions of the Plan or Trust Agreement (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan or Trust Agreement),
to make factual findings with respect to any issue arising under the Plan, to
determine the rights and status under the Plan of Participants and other
persons, to decide disputes arising under the Plan and to make any
determinations and factual and other findings with respect to the benefits
payable thereunder and the persons entitled thereto as may be required for the
purposes of the Plan. In furtherance of, but without limiting, the foregoing,
the Committee is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Committee):

     (a)  to resolve questions (including factual questions) arising under the
          provisions of the Plan as to any individual's entitlement to become a
          Participant;

     (b)  to determine the amount of benefits, if any, payable to any person
          under the Plan (including, to the extent necessary, making any factual
          findings with respect thereto); and

     (c)  to conduct the review procedure specified in Section 3(g) of this
          Article.

The Committee shall have full power and authority to administer the Plan and to
interpret its provisions, and its interpretations shall be final and binding
upon the Company, its personnel, the




                                       41



Union, the Trustee and all other parties in interest, subject to the provisions
of Section 3 of this Article.

SECTION 3. FIDUCIARY PROVISIONS

     (a)  Named Fiduciaries

          Among the named fiduciaries under the Plan shall be the Company, and
          the Trustee, investment advisors or insurance companies, each of which
          shall have such powers, duties, responsibilities and authority as
          shall be specified in the Plan or trust agreement entered into for the
          purpose of managing the Trust Fund, subject to any delegation thereof
          as provided in the Plan or such trust agreement. Any other person,
          entity, committee, board, department, office, or identifiable part of
          any legal entity may be designated by the Company as a named fiduciary
          by an instrument signed by the Company, delivered to such designated
          named fiduciary and to the Trustee and accepted in writing by the
          designated named fiduciary. Any such designation may be terminated at
          any time by the Company or by such named fiduciary by written notice
          delivered to the other of them and to the Trustee.

     (b)  Liability of Fiduciaries

          To the extent permitted by law, (1) neither the Company nor any
          director, officer, or Employee shall be personally liable upon any
          contract or other instrument made or executed by him/her or it or in
          his/her or its behalf in the administration of the Plan or the Trust
          Fund; (2) neither the Company nor any director, officer, or Employee
          who is a fiduciary shall be liable for the neglect, omission or
          wrongdoing of any other fiduciary; (3) the Company, person, committee
          or board and each member thereof to whom the Company delegates (or the
          Plan or trust agreement assigns) any duty with respect to the Plan or
          Trust Fund, may rely and shall be fully entitled to act upon the
          advice of counsel, who may be of counsel for the Company, and upon the
          opinion, certificate, valuation, report, recommendation or
          determination of an actuary appointed by the Company to assist in the
          operation of the Plan; (4) the Company and each director, officer, or
          Employee who is a fiduciary shall be solely responsible for his/her
          own acts or omissions; and (5) if any responsibility of the Company or
          of a director, officer, or Employee who is a fiduciary is allocated to
          any other person or if a person is designated to carry out any
          responsibility in accordance with the provisions of the Plan or trust
          agreement, then such fiduciary shall not be responsible for any act or
          omission of such person in carrying out such responsibility.

     (c)  Delegation of Fiduciary Duties

          The Company may delegate to any person, entity, committee, board,
          department, office, or identifiable part of any legal entity any one
          or more powers, functions, duties or responsibilities with respect to
          the Plan or the Trust Fund, provided that no such power, function,
          duty or responsibility which is assigned to a fiduciary




                                       42



          (other than the Company) pursuant to some other Section of the Plan or
          the trust agreement shall be so delegated without the written consent
          of such fiduciary.

          Any delegation pursuant to the preceding provisions: (1) shall be
          signed by the Company and be delivered to and accepted in writing by
          the delegate, (2) shall contain such provisions and conditions
          relating to such delegation as the Company deems appropriate, (3) may
          be amended from time to time by written agreement signed on behalf of
          the Company and the delegate and (4) may be revoked (in whole or in
          part) at any time by written notice from the Company delivered to the
          delegate or from the delegate to the Company.

     (d)  Personal Liability of Non-Fiduciaries

          Except for gross neglect or malfeasance, no non-fiduciary officers,
          directors or Employees of the Company shall be personally liable for
          acts done hereunder or related hereto, or for the making, retention or
          sale of any contract or contracts made as herein provided, or for the
          failure to invest or reinvest any funds or for any loss to or
          diminution of the Trust Fund, nor shall any of them be personally
          liable for or answerable to any Participant or any other person in
          connection with any exercise of discretion under the terms of this
          instrument relating to the payment or non-payment of benefits.

     (e)  Defense of Fiduciaries and Non-Fiduciaries

          The Company shall, at its expense, defend or provide for the defense
          of any or all fiduciary or non-fiduciary officers, directors or
          employees of the Company against any such claims, allegations, suits,
          or charges relating to or incidental to the above matter, and shall
          continue to do so in any given cases, unless and until it shall
          clearly appear that gross neglect or malfeasance is involved in any
          such particular case.

     (f)  Claims for Benefits

          Claims for benefits from this Plan shall be submitted to the
          designated representative of the Committee on such forms as may be
          designated by the Committee.

     (g)  Appeals Procedure

          Upon the denial of any form of benefit, either partial or total, the
          Participant or Designated Beneficiary shall have the right to receive
          from the Committee a written notice stating:

          (1)  The specific reason for denial,

          (2)  The pertinent Section of the Plan on which the denial was based,




                                       43



          (3)  Other information the Committee may feel necessary to explain the
               denial, and

          (4)  An explanation of the claims review procedure.

     The Participant, Designated Beneficiary or a duly authorized
     representative, may, within ninety (90) days of such denial, file with the
     Plan Administrator an appeal for review of denial of benefits. In
     considering any appeal pursuant to this Section 3(g), the Plan
     Administrator shall have the same powers to interpret the Plan and make
     factual findings with respect thereto as are granted to the Committee under
     Section 2 hereof. The Participant, Designated Beneficiary or duly
     authorized representative shall have the right to examine all pertinent
     documents relating to the original denial within sixty (60) days of the
     filing date of such appeal, the Committee shall review such appeal and
     provide the Participant a decision as to denial or approval. Such decision
     shall be in writing and shall cover all pertinent facts considered in
     making the decision.

SECTION 4. ACTION BY THE COMPANY

Any action by the Company under this Plan shall be made pursuant to
authorization of its Board of Directors.

SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS

The Trustee and the Committee may, by agreement in writing, arrange for the
delegation by the Trustee to the Company of any of the functions of the Trustee,
except the custody and distribution of assets, the voting of Common Stock held
by the Trustee, and the purchase and sale or redemption of securities.

SECTION 6. DUTIES OF THE TRUSTEE

The Trustee shall keep accurate and detailed accounts of all investments,
receipts and disbursements and other transactions.

The Trustee shall annually, following the close of each Plan Year, revalue and
adjust each Participant's Account at its current market value at the end of the
Plan Year.

The Trustee shall furnish at least annually to each Participant a statement
showing the status of his/her Account under the Plan. This statement shall be
deemed to have been accepted as correct unless written notice to the contrary is
received by the Trustee within thirty (30) days after its mailing or delivery
(if distribution is other than by mail) to a Participant.

SECTION 7. ACCOUNTS OF THE TRUSTEE

The annual financial statement of the Plan shall be audited annually by auditors
selected by the Company.




                                       44



SECTION 8. RECORDS

The records of the Trustee, Committee and the Company shall be conclusive with
respect to all matters involved in the administration of this Plan.

SECTION 9. VOTING OF COMMON STOCK

     (a)  Each Participant shall have the right to direct the Trustee as to the
          manner in which voting rights with respect to shares of Common Stock
          held in the Participant's Account shall be exercised.

     (b)  In order to implement the voting rights granted in this Section, the
          Company shall furnish to the Trustee such information as will be
          distributed to shareholders of the Company in connection with each
          such vote and a form for the use by Participants in directing the
          Trustee as to the manner in which voting rights shall be exercised
          (the "Documents"), in quantities approximately equal to the number of
          Participants holding shares of Common Stock in Accounts at the time of
          such distribution. The Trustee shall use its best efforts to
          distribute or cause to be distributed to each Participant the
          Documents as soon as practicable following the furnishing of the
          Documents to the Trustee. The Trustee will follow the written
          directions of each Participant with respect to the voting of the
          shares of Common Stock held in such Participant's Account, provided
          that such written directions are received by the Trustee by the close
          of business two (2) days prior to the time such shares must be voted.
          Any such written direction by a Participant to the Trustee shall be
          effective as of the date such direction is received by the Trustee.
          Each Participant shall be permitted to revoke or change such
          direction, provided such revocation or change is received in writing
          by the Trustee by the close of business two (2) days prior to the time
          such shares of Common Stock must be voted.

     (c)  In the absence of written direction from a Participant in accordance
          with Section 9(b) of this Article, the Trustee shall vote all shares
          of Common Stock held in such Participant's Account in the same manner
          in which the Trustee is directed by Participants, pursuant to Section
          9(b) of this Article, to vote the majority of the aggregate shares of
          Common Stock held in such Participants' Accounts unless the Trustee is
          required, by ERISA, to vote the stock in a different manner.

     (d)  The right granted to each Participant pursuant to this Section 9 to
          direct the manner in which shares of Common Stock allocated to such
          Participant's Account are voted, and the provisions instructing the
          Trustee regarding the manner in which voting rights with respect to
          such shares shall be exercised in the absence of written directions
          from a Participant, shall include the manner in which the rights with
          respect to corporate action by shareholder consent is exercised.

     (e)  The Designated Beneficiary of each Participant shall be entitled to
          receive all distributions of Documents and to exercise all of the
          rights granted to each such Participant pursuant to this Section 9 in
          the event of the death of such Participant.



                                       45



SECTION 10. NOTICES

All notices, reports and statements given, made, delivered or transmitted to a
Participant shall be duly given, made, delivered or transmitted as the Committee
may deem appropriate.

All directions, notices and other communications from Participants to the
Committee shall be in such form as may be prescribed by the Committee.

Such written directions, notices and other communications shall be mailed by
first class mail or delivered to the secretary of the Committee and shall be
deemed to have been given when received by the secretary or his/her duly
authorized representative.

SECTION 11. COSTS AND EXPENSES

Except as provided in Article XV Section 3 with respect to transaction expenses,
all costs and expenses incurred in the administration of the Plan shall be paid
by the Company; provided, however, that any taxes which may be imposed on the
income or the assets of the trust shall be paid out of the assets in the hands
of the Trustee and shall be charged ratably against the Accounts of the
Participants. Notwithstanding the foregoing, any taxes incurred by reason of
specific investments or transactions shall be charged against those Accounts of
the Participants which were involved in such investments or transactions on the
basis of the respective interests of such Accounts in the investments or
transactions generating such tax liability.

SECTION 12. MISCELLANEOUS

     (a)  Construction of Agreement

          The Plan shall be governed by and construed in accordance with the
          laws of the State of Ohio, to the extent those laws have not been
          superseded by Federal law (which shall otherwise apply).

     (b)  Participant's Rights

          Participation in the Plan by a Participant shall in no way affect any
          of the Company's rights as contained in the Basic Labor Agreement
          between the Company and the Union.

     (c)  Headings

          The headings and captions contained in this document are for
          convenience of reference only, and are not deemed to constitute a part
          of the Plan.

     (d)  Against Public Policy

          Should any provision (or part of any provision) of this Plan be
          determined by a court of competent jurisdiction to be contrary to law
          or unenforceable as a matter of public policy, such provision shall be
          considered severable, and this Plan shall be considered not to include
          the provision in issue. The Plan shall be construed




                                       46



          by the Committee, by the Plan Administrator, and all other persons
          relying on this document as though such provision (or part thereof)
          did not exist, and the Plan shall be applied and enforced in the
          manner determined by the Plan Administrator to be most nearly
          consistent with the deleted provision as is permissible under law and
          public policy.

     (e)  Certain Reversions to the Company Permitted

          Reversions of contributions to the Company will be permitted to the
          extent provided by Section 403(c) of ERISA.

          Any contribution made by the Company because of a mistake of fact must
          be returned to the Company within one year of the contribution.

          In the event the deduction of a contribution made by the Company is
          disallowed under section 404 of the Code, such contribution (to the
          extent disallowed) must be returned to the Company within one year of
          the disallowance of the deduction.

          In the event that the Commissioner of Internal Revenue determines that
          the plan is not initially qualified under the Internal Revenue Code,
          any contribution made incident to that initial qualification by the
          Company must be returned to the Company within one year after the date
          the initial qualification is denied, but only if the application for
          the qualification is made by the time prescribed by law for filing the
          Company's return for the taxable year in which the plan is adopted, or
          such later date as the Secretary of the Treasury may prescribe.

     (f)  Payment to Minor or Incompetent Person

          In the event that any benefit payable under this Plan is payable to or
          for the benefit of a minor, an incompetent person, or other person
          incapable of receipting therefor, such benefit shall be deemed paid
          when paid to such person's guardian or to the party providing or
          reasonably appearing to provide for the care of such person, and such
          payment shall fully discharge the Trustee, the Plan Administrator, the
          Company and all other parties with respect thereto.

     (g)  Forfeiture if Participant or Designated Beneficiary Cannot Be Located

          In the event that any benefit payable under this Plan to any
          Participant or Designated Beneficiary cannot be paid because the
          proper payee cannot be located or identified by the Trustee, such
          benefit shall be deemed forfeited thirty-six (36) months from the date
          on which the Trustee or Plan Administrator first attempted to locate
          such payee, provided, however, that upon presentation by such proper
          payee of a subsequent claim for such forfeited benefit, the full
          amount of the forfeited benefit shall be restored.




                                       47



     (h)  Merger or Consolidation

          In the event of the merger or consolidation of this Plan (or any part
          thereof) into any other plan, or the transfer to or from this Plan of
          any of the assets held for the benefit of Participants and Designated
          Beneficiaries, each Participant and Designated Beneficiary affected by
          such merger, consolidation or transfer shall have an accrued benefit
          in the surviving or transferee plan (determined as if such plan were
          then terminated immediately after such merger, consolidation or
          transfer) that is equal to or greater than his/her accrued benefit to
          which he/she would have been entitled, had the Plan been terminated
          immediately prior to the occurrence of such merger, consolidation or
          transfer.

     (i)  Electronic Media

          Notwithstanding any provision of the Plan to the contrary, including
          any provision which requires the use of a written instrument, to the
          extent permitted by applicable law, the Committee may establish
          procedures for the use of electronic media in communications and
          transactions between the Plan or the Committee and Participants and
          Beneficiaries. Electronic media may include, but are not limited to,
          e-mail, the Internet, intranet systems and automated telephonic
          response systems.

     (j)  Plan Conversions

          Notwithstanding any provision of the Plan to the contrary, during any
          conversion period, in accordance with procedures established by the
          Committee, the Committee may temporarily suspend, in whole or in part,
          certain provisions of the Plan, which may include, but are not limited
          to, a Participant's right to change his contribution election, a
          Participant's right to change his investment election and a
          Participant's right to borrow or withdraw from his Account or obtain a
          distribution for his Account.

SECTION 13. DESIGNATION OF TRUSTEE

          In order to implement the Plan, the Company will enter into a trust
          agreement with the Trustee to the end that contributions of the
          Participants and the contributions of the Company shall be invested in
          accordance with the provisions of this Plan and shall be held in Trust
          for the exclusive benefit of the Participants or their Designated
          Beneficiaries.

          The Company may, without further reference to or action by any
          Participant, from time to time, enter into such further agreements
          with the Trustee or other parties and make such amendments to said
          trust agreements or said further agreements as it may be necessary or
          desirable to carry out the Plan, may from time to time designate a
          successor Trustee or successor Trustees, or may take such other steps
          to execute such other instruments as it may deem necessary or
          desirable to put the Plan into effect or to carry out the provisions
          thereof.



                                       48



SECTION 14. TENDER AND EXCHANGE OFFERS

          Notwithstanding any othaer provision contained herein to the contrary
          (including, without limitation, the provisions of ARTICLE XIII), in
          the event the Trustee receives (i) any tender offer which is subject
          to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended
          from time to time, and to regulations promulgated thereunder, or (ii)
          any other offer or option to buy or exchange more than thirty (30)
          percent of the outstanding shares of Common Stock, the provisions of
          this Section 14 of ARTICLE XIV shall apply.

     (a)  Each Participant shall have the right to direct the Trustee as to
          whether to tender and sell or exchange pursuant to such offer any
          whole and fractional shares of Common Stock held in the Participant's
          Account.

     (b)  In order to implement the rights granted in this Section 14 of ARTICLE
          XIV, the Company shall furnish to the Trustee such information as may
          be distributed by it to shareholders of the Company in connection with
          each such offer (the "Tender Document"), in quantities approximately
          equal to the number of Participants holding shares of Common Stock in
          Accounts at the time of such distribution. The Trustee shall use its
          best efforts to distribute or cause to be distributed to each
          Participant the Tender Documents together with all other materials
          that the Trustee receives as a shareholder from any other party with
          respect to such offer (the "Additional Tender Documents") and a form
          prepared by the Trustee for the use by Participants in directing the
          Trustee as to whether or not shares of Common Stock in the
          Participants' Accounts shall be tendered and sold or exchanged as soon
          as practicable following the furnishing of the Tender Documents and
          Additional Tender Documents to the Trustee. The Trustee will follow
          the written directions of each Participant with respect to the tender,
          and sale or exchange if the tender is accepted, of the whole and
          fractional shares of Common Stock held in such Participant's Account,
          provided that such written directions are received by the Trustee by
          the close of business two (2) days prior to the time such shares must
          be tendered. Any such written direction by a Participant to the
          Trustee shall be effective as of the date such direction is received
          by the Trustee. Each Participant shall be permitted to revoke or
          change such direction, provided such revocation or change is received
          in writing by the Trustee by the close of business two (2) days prior
          to the time such shares of Common Stock must be tendered. The Trustee
          shall tender all shares of Common Stock as to which valid and timely
          directions to do so have been received by it and have not been
          subsequently timely revoked prior to the expiration date of the offer
          to which the directions relate, and, to the extent the tender is
          accepted, the shares so tendered shall be sold or exchanged as soon as
          practical thereafter. Each Participant may direct the Trustee to
          withdraw any shares of Common Stock in the Participant's Account which
          were previously tendered, and the Trustee shall withdraw such shares
          of Common Stock prior to the withdrawal date of the offer, provided
          such direction is received in writing by the Trustee by the close of
          business two (2) days prior to the withdrawal date of the offer. Any
          and all




                                       49



          directions given to the Trustee by any Participant pursuant to this
          Section 14 of ARTICLE XIV shall remain in the strict confidence of the
          Trustee.

     (c)  In the absence of written direction from a Participant in accordance
          with Section 14(b) of ARTICLE XIV, the Trustee shall tender, and sell
          or exchange in the event the tender is accepted, at the times provided
          in Section 14(b) of ARTICLE XIV, all whole and fractional shares of
          Common Stock held in such Participant's Account only if the Trustee is
          directed by Participant, pursuant to Section 14(b) of ARTICLE XIV, to
          tender and sell or exchange the majority of the aggregate shares of
          Common Stock held in such Participants' Accounts.

     (d)  The Designated Beneficiary of each Participant shall be entitled to
          receive all distributions of Tender Documents and Additional Tender
          Documents and to exercise all of the rights granted to each such
          Participant pursuant to this Section 14 of ARTICLE XIV in the event of
          the death of such Participant.

     (e)  The price at which sales of the Company's Common Stock in accordance
          with this Section 14 of ARTICLE XIV pursuant to a tender or exchange
          offer described herein shall be credited to the Participants' Accounts
          shall be the price paid in connection with the tender or exchange
          offer. Shares of Common Stock sold in accordance with this Section 14
          of ARTICLE XIV pursuant to a tender of exchange offer described herein
          shall not be considered in computing weighted average price under
          Section 2 of ARTICLE XV. The cash proceeds from the sale or exchange
          of any shares of Common Stock tendered and sold or exchanged pursuant
          to this Section 14 of ARTICLE XIV shall be invested in accordance with
          the terms of the Plan. If, as a result of a tender and sale or
          exchange, the Trustee receives securities or other property, such
          securities or property shall be held or reinvested in accordance with
          the terms of the Plan. Any shares of Common Stock tendered or offered
          but not purchased or exchanged shall be held or reinvested by the
          Trustee in the trust created under this Plan in accordance with the
          terms of the Plan.

     (f)  Transactions in the Company's Common Stock pursuant to a tender or
          exchange offer in accordance with this Section 14 of ARTICLE XIV need
          not be made through the facilities of the New York Stock Exchange.

     (g)  The Account of each Participant for whom the Trustee has sold or
          exchanged shares of Common Stock in connection with any tender offer
          or exchange offer described in this Section 14 of ARTICLE XIV shall be
          charged with a pro rata share of all expenses incurred by the Trustee
          in all sales or exchanges pursuant to such offer.






                                       50



                                   ARTICLE XV
                       SECURITIES TRANSACTIONS BY TRUSTEE

SECTION 1. TRANSACTION PERIOD

For convenience in administration, the Committee and the Trustee shall establish
a period for (a) the purchase and sale of Mutual Fund shares or the Company's
Common Stock or (b) the deposit and withdrawal of Cash With Interest, which
shall be known as a Transaction Period. The Transaction Period shall commence at
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the
next succeeding day when both the Trustee and the New York Stock Exchange are
open for business. All purchases and sales of the Company's Common Stock or
Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by
the Trustee during the Transaction Period shall be in accordance with the
instructions and directions of the Participants (or of the Company as to
purchases of the Company's Common Stock with amounts to be credited to a
Participant's Account from Company Contributions attributable to Participant's
Contributions) which are received during a Transaction Period. The Trustee shall
not be required to respond to any subsequent instruction or direction received
during any Transaction Period until the next succeeding Transaction Period.

SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS

The transaction price for purchases and sales of Company's Common Stock shall be
determined based upon the closing price of the Company's Common Stock on the New
York Stock Exchange on a day when both the Trustee and the New York Stock
Exchange are open for business, times the total number of shares of the
Company's Common Stock in the Common Stock pooled account, plus uninvested cash
and accrued income, divided by the number of shares in the Common Stock pooled
account.

The transaction price for purchases and sales in each of the Mutual Funds shall
be determined based upon the closing price of each such Mutual Funds on a day
when both the Trustee and the New York Stock Exchange are open for business,
times the total number of shares in each such Mutual Funds pooled account, plus
uninvested cash and accrued income; divided by the total number of shares of
each such Mutual Funds pooled account.

Purchases and sales of the Cash With Interest Investment Option shall be charged
or credited on the basis of actual purchase and sale prices for the particular
transaction.

SECTION 3. ALLOCATING TRANSACTION EXPENSE

Each Participant for whom the Trustee has sold and/or purchased shares in one or
more of the Investment Options available in the Plan pursuant to the
Participant's specific investment directions shall be charged for the expenses
incurred by the Plan in the exercise of the Participant's specific investment
option direction.

SECTION 4. REGISTRATION OF SECURITIES

Securities held by the Trustee may be registered in the name of the Trustee or
its nominee.




                                       51



SECTION 5. MISCELLANEOUS

The Trustee shall invest in the Company's Common Stock Investment Option, the
Cash With Interest Investment Option, or Mutual Fund Investment Option as
promptly as practicable after the receipt of Employee contributions.
Contributions temporarily held for investment in one of the Investment Options
shall be invested by the Trustee in a short term fund approved by the Committee.
All Transactions in the Company's Common Stock shall be made through the
facilities of the New York Stock Exchange except for the purchase of stock from
the Company as provided in Section 4 of Article V.














                                       52



                                  ARTICLE XVI
                                 ASSIGNABILITY

It is a condition of the Plan, and all rights of each Participant shall be
subject thereto, that, except as provided in a qualified domestic relations
order as defined in Section 414(p) of the Code, no right or interest of any
Participant in the Plan or in the Account shall be assignable or transferable in
whole or in part, either directly or by operation of law or otherwise,
including, but not by the way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, but excluding the
consequence of death, or mental incompetency, and no right of interest of any
Participant of the Plan or in the Account shall be liable for, or subject to,
any obligation or liability of such Participant. Notwithstanding any provision
of the Plan to the contrary, effective for judgments, orders, decrees or
settlements issued on or after August 5, 1997, the Plan shall honor a judgment,
order, decree or settlement providing for the offset of all or a part of a
Participant's benefit under the Plan, to the extent permitted under Code Section
401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii)
relating to the protection of the Participant's spouse (if any) are satisfied.





                                       53



                                  ARTICLE XVII
         AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN

SECTION 1. AMENDMENT

Subject to Section 2 of this Article XVII, the Company may at any time and from
time to time, amend the Plan if in the opinion of the Company such amendment is
necessary to enable the Plan to meet the requirements of the Code (including the
regulations and rulings issued thereunder) or the requirements of any
governmental authority.

SECTION 2. LIMITATION ON AMENDMENT

The Company shall make no amendment to the Plan which shall result in the
forfeiture or reduction of the interest of any Employee, Participant, former
Participant or person claiming under or through any one or more of them pursuant
to the Plan, except that nothing herein contained shall restrict the right to
amend the provisions hereof relating to the administration of the Plan.
Moreover, no such amendment shall be made hereunder which shall permit any part
of Participants' contributions to revert to any Company or be used or be
diverted to purposes other than the exclusive benefit of Employees,
Participants, former Participants, and beneficiaries.

SECTION 3. TERMINATION

This Plan shall continue in effect until and including the 1st day of July,
2005. Thereafter it shall renew itself for yearly periods unless written notice
is given by either party to the other not less than sixty (60) days, but not
more than seventy-five (75) days, prior to the expiration date or any extension
thereof, that it is desired to terminate or amend the Plan. In the event such
notice is given, the parties shall begin negotiations not less than forty-two
(42) days prior to the termination date, unless otherwise mutually agreed to. If
negotiations are not completed prior to the expiration date, this Plan shall
terminate unless extended by mutual agreement of the parties. Upon termination,
this Plan shall terminate in all respects, except that no distributions shall be
made from the Plan until ninety (90) days following such termination, and any
distributions made upon termination of the Plan shall be subject to the terms of
Article XI Section 3. Except as herein otherwise provided, no provision of this
Plan shall be subject to change prior to the expiration date as determined
above.

Upon any termination or partial termination of the Plan, the rights of each
Participant to the assets then held in his/her Account under the Plan shall be
non-forfeitable.






                                       54



                                 ARTICLE XVIII
                                  ESOP FEATURE

SECTION 1. ESTABLISHMENT OF ESOP

     (a)  The provisions of this Article XVIII shall become effective January 1,
          2002.

     (b)  The Plan shall consist of two components, the ESOP Feature and the
          Non-ESOP Feature. The ESOP Feature shall consist of the ESOP Account.
          The ESOP Feature is intended to qualify as a stock bonus plan under
          Code Section 401(a) and as an employee stock ownership plan under Code
          Section 4975(e)(7). The ESOP Feature is designed to invest primarily
          in "qualifying employer securities," as defined in Code Sections
          4975(e)(8) and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is
          described in this Article XVIII. The provisions of this Article XVIII
          shall supercede any contrary provisions of the Plan.

SECTION 2. ESOP ACCOUNT

     (a)  The Committee shall establish an ESOP Account in the name of each
          Participant and shall thereafter maintain a record thereof.

     (b)  The ESOP Account of each Participant shall be credited and debited
          periodically during each Plan Year in which the ESOP is maintained
          with any additions or reductions in the number of shares of Common
          Stock held for such Participant in the Plan due to the reallocation of
          the investment of the Participant's Non-ESOP Account and ESOP Account,
          and with any stock and cash dividends paid on Common Stock
          attributable to units of the Common Stock fund.

     (c)  In the event that a Participant elects a partial liquidation of the
          investment of his Account in Common Stock pursuant to Section 5 of
          Article V, Common Stock shall be liquidated pro-rata from the
          Participant's Non-ESOP Account and ESOP Account.

SECTION 3. ESOP CONTRIBUTIONS

The Company, in its discretion, may make ESOP Contributions from time to time in
such amounts as are determined by the Company. All ESOP Contributions shall be
made in Common Stock. ESOP Contributions for a Plan Year shall be allocated
among active Participants for the Plan Year. The amount allocated to each active
Participant shall be determined by multiplying each active Participant's
Compensation for such Plan Year by a fraction, the numerator of which is the
ESOP Contribution for such Plan Year, and the denominator of which is the total
Compensation of all active Participants for such Plan Year. ESOP Contributions
shall be treated as Company Contributions for purposes of distributions and
withdrawals from the Plan. The ESOP Contribution subaccount of a Participant
shall be invested in Common Stock, subject to the diversification rules provided
in Section 4 of this Article.




                                       55



SECTION 4. DIVERSIFICATION OF INVESTMENT

Participants who are at least age 55 may diversify the investment of amounts,
including amounts not Vested, held in their ESOP Accounts by transferring
amounts out of the Common Stock fund to one of the other Investment Options in
accordance with the provisions of Section 5 of Article V. Any transfer of such
amounts out of the Common Stock fund to another Investment Option shall be
deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature.

SECTION 5. PUT OPTION

     (a)  If shares of Common Stock distributable to a Participant or his
          Beneficiary are at the time of the distribution not readily tradable
          on an established market, the Participant or Beneficiary will have an
          option (the "Put") to require the Company to purchase all of the
          shares actually distributed to him. The Put may be exercised at any
          time during the Option Period (as defined below) by giving the Company
          written notice of the election to exercise the Put. The Put may be
          exercised by a former Participant or the Beneficiary only during the
          Option Period in which the former Participant or Beneficiary receives
          a distribution of shares of Common Stock.

     (b)  The "Option Period" is the 60-day period following the day on which a
          Participant or his Beneficiary receives a distribution. If the former
          Participant or Beneficiary does not exercise the Put during that
          60-day period, the Option Period will also be the 60-day period
          beginning after the new determination of the fair market value of
          Common Stock by the Committee (and notice to the Participant) in the
          following Plan Year. The Option Period will be extended by the amount
          of time during which the Company is unable to honor the Put by reason
          of applicable federal or state law.

     (c)  The "Option Price" will be the fair market value of each share of
          Common Stock as of the valuation date immediately preceding the date
          the Put is exercised, multiplied by the number of shares to be sold
          under the Put, with appropriate adjustments to reflect intervening
          stock dividends, stock splits, stock redemptions, or similar changes
          to the number of outstanding shares.

     (d)  The terms of payment for the sale of Common Stock pursuant to the Put
          shall be as provided in the Put and may be either paid in a lump sum
          or in installments as provided by the Committee. An agreement to pay
          through installments shall be permissible only if the Common Stock
          subject to the put option is part of a 'total distribution', as
          defined in Code Section 409(h)(5), and--

          (i)   the agreement is adequately secured, as determined by the
                Committee,

          (ii)  a reasonable rate of interest is charged, as determined by the
                Committee,

          (iii) annual payments are equal,




                                       56



          (iv)  installment payments must begin not later than 30 days after the
                date the Put option is exercised, and

          (v)   the term of the payment does not extend beyond five years from
                the date the Put option is exercised.

     (e)  The Put will not be assignable, except that the former Participant's
          donees or, in the event of a Participant's death, his personal
          representative, will be entitled to exercise the Put during the Option
          Period for which it is applicable.

     (f)  The Trustee in its discretion may, with the Company's consent, assume
          the Company's obligation under this Section at the time a former
          Participant or Beneficiary exercises the Put. If the Trustee does
          assume the Company's obligations, the provisions of this Section that
          apply to the Company will also apply to the Trustee.

     (g)  The Put will also apply to shares of Common Stock that are publicly
          traded without restriction when distributed but which cease to be
          publicly traded or which become subject to a trading limitation during
          the Option Period. In that event, the Committee will notify in writing
          each former Participant or Beneficiary to whom the Put becomes
          applicable that the shares of Common Stock held by the former
          Participant or Beneficiary are subject to the Put for the remainder of
          the applicable Option Period and will inform the Participant or
          Beneficiary of the terms of the Put. If the written notice is given
          later than ten days after the shares of Common Stock cease to be
          publicly traded or become subject to a trading limitation, the period
          during which the Put may be exercised will be extended by the number
          of days between the tenth day and the date the notice is actually
          given.

     (h)  The Committee will notify each former Participant or Beneficiary who
          is eligible to exercise the Put of the fair market value of each share
          of Common Stock as soon as practicable following its determination.
          The Committee and the Company will send all notices required under
          this Subsection to the last known address of a former Participant or
          Beneficiary, and it will be the duty of those persons to inform the
          Committee of any changes in address.

SECTION 6. PAYMENT OF DIVIDENDS

     (a)  The Committee, in its sole discretion, may provide that any dividends
          paid in cash during the Plan Year on shares of Common Stock in which
          Participants' ESOP Accounts are invested shall be (i) paid in cash
          directly to the Participant, (ii) paid to the Plan and subsequently
          distributed to the Participant in cash no later than 90 days after the
          close of the Plan Year in which the dividends are paid to the Plan, or
          (iii) at the election of the Participant, either (A) paid to the
          Participant as provided in Clause (i) or (ii) (as determined by the
          Committee) or (B) paid to the Participant's ESOP Account to be
          reinvested in the Common Stock. Such dividends shall be paid in
          accordance with procedures established by the Committee.




                                       57



     (b)  If an election pursuant to Paragraph (a)(iii) is provided by the
          Committee, each Participant may make the election, in the manner and
          at the time specified by the Committee, with respect to dividends
          received on shares of Common Stock comprising the portion of the
          Common Stock fund allocated to the Participant's ESOP Account. If an
          election pursuant to Paragraph (a)(iii) is provided by the Committee
          and a Participant does not make such an election, such dividends shall
          be paid to the Participant's ESOP Account to be reinvested in Common
          Stock.

     (c)  The Beneficiary of a deceased participant shall have the same rights
          as a Participant has under this Section 6.

     (d)  The provisions of this Section 6 are intended to comply with Section
          404(k) of the Code, and shall be interpreted and construed
          accordingly.

SECTION 7. INDEPENDENT APPRAISER

Common Stock held in Participants' ESOP Accounts shall be valued as of each
valuation date, or at the discretion of the Committee, more frequently. All
valuations of Common Stock held in Participants' ESOP Accounts which is not
readily tradable on an established securities market shall be made by an
independent appraiser meeting requirements similar to those contained in
Treasury Regulations under Code Section 170(a)(1).

SECTION 8. SHARE LEGEND

Shares of Common Stock in the ESOP Feature held or distributed by the Trustee
may include such legend restrictions on transferability as the Company may
reasonably require in order to assure compliance with applicable federal and
state securities laws.








                                       58




     WHEREAS, the Cooper Tire & Rubber Company has caused this Restated Plan to
be executed and adopted this 26th day of February, 2002.



                                         COOPER TIRE & RUBBER COMPANY



                                         By:/s/ Stephen O. Schroeder
                                            ------------------------------------
                                         Treasurer



                                         By:/s/ Richard N. Jacobson
                                            ------------------------------------
                                         Assistant Secretary





                                       59




                             AMENDMENT NO. 1 TO THE

                          COOPER TIRE & RUBBER COMPANY
                          PRE-TAX SAVINGS PLAN (AUBURN)
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)

               The Cooper Tire & Rubber Company (the "Company") hereby
adopts this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings
Plan (Auburn) (As Amended and Restated Effective as of January 1, 2001) (the
"Plan"). The provisions of this Amendment shall be effective as of January 1,
2002, unless otherwise indicated. Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.

               One of the purposes of this Amendment is to reflect the
adoption of various provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to
satisfy the "good faith" compliance requirements of EGTRRA and to be construed
in accordance with EGTRRA and guidance issued thereunder.

                                    SECTION 1

               Section (12) of Article I of the Plan is hereby amended
in its entirety to read as follows:

               "(12) 'Compensation' - includes all payments of wages, bonus,
               Company Wage Reduction Contributions to this Plan and any taxable
               payments paid to the Participant in a calendar year, except that
               there shall be excluded from Compensation: supplemental
               unemployment benefits, supplemental worker's compensation,
               accident and sickness benefits, and other amounts which either
               are excludable or deductible from income in whole or in part for
               federal income tax purposes or which represent payments pursuant
               to a program of benefits or deferred compensation (other than
               Company Wage Reduction Contributions), whether or not qualified
               under the Code.

               Notwithstanding the above, the maximum amount of compensation
               taken into account each year for all computations shall not
               exceed the amount prescribed pursuant to Section 401(a)(17) of
               the Code, as amended, or such amount as the Secretary of the
               Treasury shall prescribe from time to time."

                                    SECTION 2

               Section 1(a)(ii) of Article III of the Plan is hereby amended in
it entirety to read as follows:

               "(ii) the dollar limitation contained in Section 402(g) of the
               Code in effect for such taxable year."

                                    SECTION 3



                                       60



               Section 1 of Article IV of the Plan is hereby amended by (i)
deleting the fifth paragraph therein and (ii) deleting the word "either" and the
phrase "or multiple use rules" in the sixth paragraph where they occur therein.

                                    SECTION 4

               Section 1(a) of Article IX of the Plan is hereby amended in its
entirety to read as follows:

               "the Participant's retirement, death, Total and Permanent
               Disability, or severance from employment;"

                                    SECTION 5

               Section 1 of Article IX of the Plan is hereby amended by (i)
deleting subsections (d) and (e) and (ii) renumbering subsection (f) as
subsection (d).

                                    SECTION 6

               The last paragraph of Section 2 of Article IX of the Plan is
hereby amended in its entirety to read as follows:

                    "Employees who make a hardship withdrawal may not make
               elective deferrals and employee after-tax contributions under
               this Plan and all other plans of the Company for 6 months after
               receipt of the distribution."

                                    SECTION 7

               Section 6(d)(1)(i) of Article XI of the Plan is hereby amended in
its entirety to read as follows:

               "(i) 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 any distribution to the
               extent such distribution is required under section 401(a)(9) of
               the Code, any distribution that is one of a series of
               substantially equal periodic payments (paid not less frequently
               than annually) over the life (or life expectancy) of the
               distributee or the joint lives (or life expectancies) of the
               distributee and a designated beneficiary or for a specified
               period of ten years or more, 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), such other amounts specified in Treasury
               regulations and rulings, notices or announcements issued under
               Section 402(c) of the Code, and any distribution which is made
               upon hardship of the distributee. Notwithstanding the foregoing,
               a portion of a distribution shall not fail to be an Eligible
               Rollover




                                       61



               Distribution merely because the portion consists of after-tax
               employee contributions which are not includible in gross income.
               However, such portion may be transferred only to an individual
               retirement account or annuity described in Section 408(a) or (b)
               of the Code, or to a qualified defined contribution plan
               described in Sections 401(a) or 403(a) of the Code that agrees to
               separately account for amounts so transferred, including
               separately accounting for the portion of such distribution which
               is includible in gross income and the portion of such
               distribution which is not so includible."

                                    SECTION 8

               Section 6(d)(1)(ii) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

               "(ii) 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, a qualified trust described in Section 401(a) of the
               Code, an annuity contract described in Section 403(b) of the
               Code, or an eligible plan under Section 457(b) of the Code which
               is maintained by a state, political subdivision of a state, or
               any agency or instrumentality of a state or political subdivision
               of a state that accepts the Distributee's Eligible Rollover
               Distribution."

                                    SECTION 9

               The first two sentences of Section 1(a) of Article XII of the
Plan are hereby amended in their entirety to read as follows:

               "(a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a
               Participant's Account shall not exceed the lesser of (i) $40,000,
               as adjusted for increases in the cost-of-living under Section
               415(d) of the Code or (ii) 100% of the Participant's Compensation
               (as defined in paragraph (d) below) for that Plan Year. The
               Compensation limit referred to in (ii) shall not apply to any
               contribution for medical benefits after separation from service
               (within the meaning of Section 401(h) or Section 419A(f)(2) of
               the Code) which is otherwise treated as an annual addition."





                                       62



                                   SECTION 10

               Section 3(f) of Article XIV of the Plan is hereby amended in its
entirety to read as follows:

               "(f) Claims for Benefits (other than disability benefits)

                    Any Participant or Designated Beneficiary who believes that
                    he or she is entitled to receive a benefit under the Plan
                    which he or she has not received may file with the
                    designated representative of the Committee, on such forms as
                    may be designated by the Committee, a written claim
                    specifying the basis for his or her claim and the facts upon
                    which he or she relies in making such claim. Such a claim
                    must be signed by the claimant or his or her authorized
                    representative and shall be deemed filed when delivered to
                    the designated representative of the Committee.

                    Unless such claim is allowed in full by the Committee, the
                    Committee shall (within 90 days after such claim was filed,
                    plus an additional period of 90 days if required for
                    processing and if notice of the 90-day extension of time
                    indicating the specific circumstances requiring the
                    extension and the date by which a decision shall be rendered
                    is given to the claimant within the first 90-day period)
                    cause written notice to be mailed to the claimant of the
                    total or partial denial of such claim. Such notice shall be
                    written in a manner calculated to be understood by the
                    claimant and shall state

                    (1)  the specific reason(s) for the denial of the claim,

                    (2)  specific reference(s) to pertinent provisions of the
                         Plan and/or Trust Fund on which the denial of the claim
                         was 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 review procedure specified in
                         Section 3(g) of this Article XIV."





                                       63



                                   SECTION 11

               Section 3(g) of Article XIV of the Plan is hereby amended in its
entirety to read as follows:

               "(g) Appeals Procedure

                    Within 90 days after the denial of his or her claim, the
                    claimant may appeal such denial by filing with the Plan
                    Administrator his or her written request for a review of the
                    claim. Such request for review must be signed by the
                    claimant or his or her authorized representative and shall
                    be deemed filed when delivered to the Plan Administrator or
                    its designee. If the claimant does not file a request for
                    review of his or her claim within such 90-day period, the
                    claimant shall be conclusively presumed to have accepted as
                    final and binding the initial decision of the Plan
                    Administrator on his or her claim. In considering any appeal
                    pursuant to this Section 3(g), the Plan Administrator shall
                    have the same powers to interpret the Plan and make factual
                    findings with respect thereto as are granted to the
                    Committee under Section 2 hereof.

                    If such an appeal is so filed within such 90-day period then
                    the Plan Administrator, or a named fiduciary designated by
                    the Administrator, shall conduct a full and fair review of
                    such claim. During such full review, the claimant shall be
                    provided with the opportunity to submit written comments,
                    documents, records, and other information relating to the
                    claim for benefits, and with reasonable access to and copies
                    of, upon request and free of charge, all documents, records,
                    and other information relevant to the claimant's claim for
                    benefits. In addition, such full and fair review shall take
                    into account all comments, documents, records, and other
                    information submitted by the claimant relating to the claim,
                    without regard to whether such information was submitted or
                    considered in the initial benefit determination.

                    After the completion of such full review, the reviewer shall
                    mail or deliver to the claimant a written decision on the
                    matter based on the facts and pertinent provisions of the
                    Plan and/or Trust Fund and/or applicable law. Such decision
                    shall be mailed or delivered to the claimant within a period
                    of 60 days after the Administrator's receipt of the request
                    for review unless special circumstances require an extension
                    of time, in which case such decision shall be rendered not
                    later than 120 days after receipt of such request. (If an
                    extension of time for review is required, written notice of
                    the extension shall be furnished to the claimant prior to
                    the commencement of the extension.) Such decision (1) shall
                    be written in a manner calculated to be understood by the
                    claimant, (2) shall state the specific reason(s) for the
                    decision, (3) shall make specific reference(s) to pertinent
                    provisions of the Plan and/or Trust Fund on which the
                    decision is



                                       64



                    based and (4) shall, to the extent permitted by applicable
                    law, be final and binding on all interested persons. The
                    notice of the adverse determination shall also include a
                    statement that the claimant is entitled to receive, upon
                    request, and free of charge, reasonable access to, and
                    copies of, all documents, records, and other information
                    relevant to the claimant's claim for benefits, and contain a
                    statement describing any voluntary appeal procedures offered
                    by the Plan and the claimant's right to obtain information
                    about such procedures and a statement of the claimant's
                    right to bring an action under Section 502(a) of ERISA."

                                   SECTION 12

               Section 3 of Article XIV of the Plan is hereby amended by adding
a new subsection (h) to the end thereof, immediately following subsection (g),
to read as follows:

                    "(h) Claims for Benefits Upon Total and Permanent
                         Disability:

                         (1) Notwithstanding the foregoing provisions of this
                    Article, in the case of a claim for benefits upon Total and
                    Permanent Disability, unless such claim is allowed in full
                    by the Committee, the Committee shall (within a reasonable
                    period of time, but not later than 45 days, unless such
                    period is extended as provided in Section 3(h)(2), below,
                    after receipt of the claim) cause written notice to be
                    mailed or delivered to the claimant of the total or partial
                    denial if his claim. Such notice shall be written in a
                    manner calculated to be understood by the claimant and shall
                    include

                         (i)   the specific reason(s) for the denial of the
                               claim,

                         (ii)  specific reference(s) to the provisions of the
                               Plan and/or Trust Fund on which the denial of
                               the claim was based,

                         (iii) 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,



                                       65



                    (iv) an explanation of the review procedures specified in
                         Section 3(h)(3) of this Article XIV and the time limits
                         applicable to such procedures, and

                    (v)  a specific reference to the internal rule, guideline,
                         protocol or other similar criterion, if any, that was
                         relied upon in making the adverse determination or a
                         statement that such rule, guideline, protocol, or other
                         similar criterion, if any, was relied upon in making
                         the adverse determination and that a copy of such rule,
                         guideline, protocol, or other similar criterion will be
                         provided free of charge to the claimant upon request.

                    (2) The 45-day period set forth in Section 3(h)(1), above,
               may be extended by the Committee for up to 30 days, provided that
               the Committee determines that such an extension is necessary due
               to matters beyond the control of the Committee and notifies the
               claimant, prior to the expiration of the initial 45-day period,
               of the circumstances requiring the extension of time and the date
               by which the Committee expects to render a decision.
               Additionally, if, prior to the end of the first 30-day extension
               period, the Committee determines that, due to matters beyond the
               control of the Committee, a decision cannot be rendered within
               that extension period, the period for making the determination
               may be extended for up to an additional 30 days, provided that
               the Committee notifies the claimant, prior to the expiration of
               the first 30-day extension period, of the circumstances requiring
               the extension and the date as of which the Committee expects to
               render a decision. In the event of any extension under this
               Section 3(h)(2), the notice of extension shall specifically
               explain the standards on which entitlement to a benefit is based,
               the unresolved issues that prevent a decision on the claim, and
               the additional information needed to resolve the issues. The
               claimant shall be afforded at least 45 days within which to
               provide the specified information. Additionally, in the event
               that a period of time is extended due to a claimant's failure to
               submit information necessary to decide a claim, the period for
               making the benefit determination shall be tolled from the date on
               which the notification of the extension is sent to the claimant
               until the date on which the claimant responds to the request for
               additional information.

                    (3) Within 180 days after receipt of a notification of a
               denial of a claim, the claimant or his duly authorized
               representative may appeal such denial




                                       66



               by filing with the Committee his written request for a review of
               his claim. If such an appeal is so filed within 180 days, a Named
               Fiduciary designated by the Committee shall conduct a full and
               fair review of such claim. During such full and fair review, the
               claimant shall be provided with the opportunity to submit written
               comments, documents, records, and other information relating to
               the claim for benefits and reasonable access to and copies of,
               upon request and free of charge, all documents, records, and
               other information relevant to the claimant's claim for benefits.
               In addition, such full and fair review shall (i) take into
               account all comments, documents, records, and other information
               submitted by the claimant relating to the claim, without regard
               to whether such information was submitted or considered in the
               initial benefit determination, (ii) not afford deference to the
               initial adverse benefit determination, (iii) be conducted by a
               Named Fiduciary who is neither the individual who made the
               adverse benefit determination that is the subject of the appeal,
               nor the subordinate of such individual, (iv) provide that, in
               deciding any appeal of any adverse benefit determination that is
               based in whole or in part on a medical judgment, the Named
               Fiduciary shall consult with a health care professional who has
               appropriate training and experience in the field of medicine
               involved in the medical judgment and who is neither the
               individual who was consulted in connection with the adverse
               benefit determination that is the subject of the appeal, nor the
               subordinate of any such individual, and (v) provide for the
               identification of medical or vocational experts whose advice was
               obtained on behalf of the Plan in connection with the claimant's
               adverse benefit determination, without regard to whether the
               advice was relied upon in making the initial benefit
               determination.

               The decision of the Named Fiduciary shall be made in a writing
               delivered to the claimant within a reasonable time, but in no
               event later than 45 days after the receipt of the request for
               review unless special circumstances require an extension of time
               for processing. If the Named Fiduciary determines that an
               extension of time for processing is required, written notice of
               the extension shall be furnished to the claimant setting forth
               the special circumstances requiring an extension of time and the
               date by which the Named Fiduciary expects to render a decision on
               review, and shall be furnished prior to the termination of the
               initial 45-day period. In no event shall such extension exceed a
               period of 45 days from the end of the initial 45-day period.

               In the case of an adverse benefit determination on review, the
               notice of the determination shall be written in a manner
               calculated to be understood by the claimant and shall include (i)
               the specific reasons for the determination, (ii) specific
               reference(s) to specific provisions of the Plan and/or Trust Fund
               on which the determination is based, (iii) a statement that the
               claimant is entitled to receive, upon request, and free of
               charge,




                                       67



               reasonable access to, and copies of all documents, records, and
               other information relevant to the claimant's claim for benefits,
               (iv) a statement describing any voluntary appeal procedures
               offered by the Plan and the claimant's right to obtain
               information about such procedures, including a statement of the
               claimant's right to bring a civil action under section 502(a) of
               ERISA and (v) if an internal rule, guideline, protocol or other
               similar criterion was relied upon in making the adverse
               determination, either the specific rule, guideline, protocol, or
               other similar criterion, or a statement that such rule,
               guideline, protocol, or other similar criterion was relied upon
               in making the adverse determination and that a copy of the rule,
               guideline, protocol or other similar criterion will be provided
               free of charge to the claimant upon request. To the extent
               permitted by applicable law, the determination on review shall be
               final and binding on all interested persons. In performing the
               duties under this Section 3(h)(3), the Named Fiduciary shall have
               the same powers to interpret the Plan and make factual findings
               with respect thereto as are granted to the Committee under
               Section 2 hereof."

     EXECUTED this 27th day of December 2002.


                          THE COOPER TIRE & RUBBER COMPANY



                          By:/s/ Stephen O. Schroeder
                             ---------------------------------------------------
                          Treasurer



                          By:/s/ Charles F. Nagy
                             ---------------------------------------------------
                          Assistant Treasurer






                                       68

EX-99.F

                                                                   Exhibit (99f)

                          COOPER TIRE & RUBBER COMPANY

                   PRE-TAX SAVINGS PLAN - (BOWLING GREEN-SEAL)

             AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001
                        OR AS OTHERWISE PROVIDED IN PLAN



                               TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                            
ARTICLE I             DEFINITIONS............................................................................    2

ARTICLE II            ELIGIBILITY AND PARTICIPATION..........................................................   11

ARTICLE III           PARTICIPANTS' CONTRIBUTIONS............................................................   13

ARTICLE IV            COMPANY CONTRIBUTIONS..................................................................   16

ARTICLE V             INVESTMENT OF CONTRIBUTIONS............................................................   20

ARTICLE VI            VESTING OF CONTRIBUTIONS...............................................................   23

ARTICLE VII           SUSPENSION OF PARTICIPATION............................................................   24

ARTICLE VIII          APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED.........................................   25

ARTICLE IX            WITHDRAWAL OF CONTRIBUTIONS............................................................   26

ARTICLE X             DESIGNATION OF BENEFICIARY.............................................................   28

ARTICLE XI            DISTRIBUTION OF CONTRIBUTIONS..........................................................   29

ARTICLE XII           MAXIMUM CONTRIBUTION LIMITATION........................................................   36

ARTICLE XIII          RESERVED...............................................................................   41

ARTICLE XIV           ADMINISTRATION OF THE PLAN.............................................................   42

ARTICLE XV            SECURITIES TRANSACTIONS BY TRUSTEE.....................................................   52

ARTICLE XVI           ASSIGNABILITY..........................................................................   54

ARTICLE XVII          AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN.........................   55

ARTICLE XVIII         ESOP FEATURE...........................................................................   56


                                       -i-


                                    AGREEMENT

         THIS AGREEMENT is made and entered into this 23rd day of July, 2001, by
and between Cooper Tire & Rubber Company hereinafter referred to as the
"Company" for its plant located in Bowling Green, Ohio and the United Steel
Workers of America, and Local Union No. 1042 thereof executing this Agreement;
the International Union and the Local Union collectively being hereinafter
referred to as the "Union".

         Effective January 1, 2002, an ESOP will be established under the Plan
described in this Agreement. The ESOP feature is described in Article XVIII of
the Plan and in other relevant Plan sections. The provisions of the Plan
relating to the ESOP feature shall not be effective until January 1, 2002.

                                        1


                                    ARTICLE I
                                   DEFINITIONS

         For the purposes of this Plan, the following words and phrases shall
have the following meanings unless a different meaning is clearly required by
the context:

(1)      "Account" of a Participant or "Participant's Account" - the then total
         current market value of the account in the Participant's name as
         determined by the Trustee representing the entire interest of a
         Participant in the Plan. Effective January 1, 2002, each account shall
         consist of the Non-ESOP Account and ESOP Account. Prior to January 1,
         2002, each account shall consist of a Pre-Tax Savings Plan Contribution
         subaccount which will reflect the amount of Pre-Tax Savings Plan
         Contributions attributable to a Participant and allocated earnings
         attributable thereto, a Transfer Contributions subaccount which will
         reflect the amount of Transfer Contributions attributable to a
         Participant and allocated earnings attributable thereto and a Company
         Contribution subaccount which will reflect the amount of Company
         Contributions made pursuant to Article IV herein and allocated earnings
         attributable thereto.

(2)      "Active Participation" - the making of Participant contributions to the
         Plan and the right to share in the allocation of Company Contributions
         and ESOP Contributions, if any.

(3)      "Actual Deferral Percentage" - for each Plan Year, the ratios
         (expressed as a percentage and calculated separately for each Eligible
         Employee in a specified group) of

                           a)       the total amount of Company Wage Reduction
                           Contributions to

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

           Effective until January 1, 1997, for purposes of determining the
           Actual Deferral Percentage for any Eligible Employee who is a Highly
           Compensated Employee for the Plan Year, any Compensation paid to a
           Family Member or any contribution made by the Company on such Family
           Member's behalf under Section 1 of Article III shall be treated as
           paid to or contributed on behalf of the Highly Compensated Employee.
           Such Family Member shall be disregarded in determining the Actual
           Deferral Percentage for Non-Highly Compensated Employees.

           In addition, the Actual Deferral Percentage for any Highly
           Compensated Employee for the Plan Year and who is a participant under
           two or more plans described in Section 401(k) of the Code which are
           maintained by the Company, shall be the sum of the Actual Deferral
           Percentages under each of such plans.

(4)      "Adjusted Employment Date" - the date arrived at when the Employee's
         prior Continuous Credited Service is subtracted, according to Section 2
         of Article II, from the date on which the Employee first renders
         service entitling him/her to credit for an Hour of Service subsequent
         to a prior period of Continuous Credited Service.

                                        2


(5)      "Affiliated Group" - means the Company and any and all other
         corporations, trades and/or businesses, the employees of which together
         with Employees of the Company are required, by the first sentence of
         Subsection (b) or Subsection (c) of section 414 of the Code to be
         treated as if they were employed by a single employer. Each corporation
         or unincorporated trade or business that is or was a member of the
         Affiliated Group shall be referred to herein as an "Affiliated Group
         Member" or an "Affiliated Company" but only during such period as it is
         or was such a member.

(6)      "Code" - the Internal Revenue Code of 1986, as amended to date, and as
         it may hereafter be amended, or any successor statute of similar
         purpose.

(7)      "Committee" - the Defined Contribution Plan Committee established
         herein.

(8)      "Common Stock" - common stock of Cooper Tire & Rubber Company, which is
         intended to be 'employer securities' within the meaning of Section
         409(l) of the Code, and 'qualifying employer securities' within the
         meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to
         acquire and hold Common Stock, and shall be an eligible individual
         account plan, as that term is defined in Section 407(d)(3)(A) of ERISA.

(9)      "Company" - Cooper Tire & Rubber Company and any of its subsidiary
         corporations which adopt this Plan.

(10)     "Company Contributions" - contributions made by the Company pursuant to
         Article IV of the Plan, other than Company Wage Reduction
         Contributions.

(11)     "Company Wage Reduction Contributions" - amounts transferred to the
         Plan by the Company pursuant to wage reduction arrangements between the
         Company and Participants, also sometimes referred to herein as Pre-tax
         Savings Plan Contributions.

(12)     "Compensation" - includes all payments of wages, bonus, Company Wage
         Reduction Contributions to this Plan and any taxable payments paid to
         the Participant in a calendar year, except that there shall be excluded
         from Compensation: supplemental unemployment benefits, supplemental
         worker's compensation, accident and sickness benefits, and other
         amounts which either are excludable or deductible from income in whole
         or in part for federal income tax purposes or which represent payments
         pursuant to a program of benefits or deferred compensation (other than
         Company Wage Reduction Contributions), whether or not qualified under
         the Code.

           Notwithstanding the above, the maximum amount of compensation taken
           into account each year for all computations shall not exceed the
           amount prescribed pursuant to Section 401(a)(17) of the Code, as
           amended, or such amount as the Secretary of the Treasury shall
           prescribe from time to time. Effective until January 1, 1997, in
           determining the compensation of a Participant for purposes of the
           limitation, the rules of section 414(q)(6) of the Code shall apply,
           except in applying such rules, the term family shall include only the
           spouse of the Participant and any lineal descendants of the
           Participant who have not attained age 19 before the close of the
           year. If, as a result of the application of the rules described in
           the preceding sentence the limitation of Section 401(a)(17) of the
           Code is exceeded, then the limitation shall be prorated among the

                                        3


           affected individual's Compensation as determined under this section
           prior to the application of this limitation.

           In addition to other applicable limitations set forth in the plan,
           and notwithstanding any other provision of the plan to the contrary,
           for plan years beginning on or after January 1, 1994, the annual
           compensation of each employee taken into account under the plan shall
           not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93)
           annual compensation limit. The OBRA '93 annual compensation limit is
           $150,000, as adjusted by the Commissioner for increases in the cost
           of living in accordance with section 401(a)(17)(B) of the Internal
           Revenue Code. The cost-of-living adjustment in effect for a calendar
           year applies to any period, not exceeding 12 months, over which
           compensation is determined (determination period) beginning in such
           calendar year. If a determination period consists of fewer than 12
           months, the OBRA '93 annual compensation limit will be multiplied by
           a fraction, the numerator of which is the number of months in the
           determination period, and the denominator of which is 12.

           For plan years beginning on or after January 1, 1994, any reference
           in this plan to the limitation under section 401(a)(17) of the Code
           shall mean the OBRA `93 annual compensation limit set forth in this
           provision.

           If compensation for any prior determination period is taken into
           account in determining an employee's benefits accruing in the current
           plan year, the compensation for that prior determination period is
           subject to the OBRA '93 annual compensation limit in effect for that
           prior determination period. For this purpose, for determination
           periods beginning before the first day of the first plan year
           beginning on or after January 1, 1994, the OBRA '93 annual
           compensation limit is $150,000.

(13)     "Continuous Credited Service" - the number of years aggregated under
         the provisions of Article II, Section 2, except that Continuous
         Credited Service prior to January 1, 1976, shall be calculated from the
         most recent Employment Date.

(14)     "Current Earnings" - net income before federal income taxes of the
         Company for its current fiscal year and before deducting any Company
         Contributions or ESOP Contributions to this Plan for such fiscal year
         determined on the basis of generally accepted accounting principles.

(15)     "Designated Beneficiary" - the beneficiary chosen by the Participant,
         in accordance with the provisions of Article VIII herein, to receive,
         upon the Participant's death, any benefit payable under this Plan by
         reason of the Participant's death.

(16)     "Eligible Employee" - any Employee who has satisfied the provisions of
         Section 1 of Article II.

(17)     "Employee" - any employee of the Bowling Green-Seal plant of the
         Company, whose terms and conditions of employment are determined
         through collective bargaining with the Union. To the extent required by
         Section 414(n) of the Code, the term "Employee" includes any person who
         is a "leased employee" of the Company or any other Controlled Group
         Member. For purposes of this Subsection, a "leased employee" means any
         person

                                        4


         who, pursuant to an agreement between the Company or a Controlled Group
         Member and any other person ("leasing organization"), has performed
         services for the Company or Controlled Group Member on a substantially
         full-time basis for a period of at least one year, and, effective
         January 1, 1997, such services are performed under the primary
         direction or control of the Company or Controlled Group Member.
         Contributions or benefits provided to a leased employee by the leasing
         organization that are attributable to services performed for the
         Company or a Controlled Group Member will be treated as provided by the
         Company or Controlled Group Member. A leased employee will not be
         considered an Employee of the Company or a Controlled Group Member,
         however, if (1) leased employees do not constitute more than 20% of the
         Company's or Controlled Group Member's non-highly compensated work
         force (within the meaning of Section 414(n)(5)(C)(ii) of the Code and
         (2) such leased employee is covered by a money purchase pension plan
         maintained by the leasing organization that provides (i) a
         non-integrated employer contribution rate of at least 10% of
         compensation, (ii) immediate participation and (iii) full and immediate
         vesting. All personal and relative pronouns, singular or plural, and
         words "person", "Employee", and "Employees" shall refer to both male
         and female Employees generally.

(18)     "Employment Date" - the date on which the Employee first completes an
         Hour of Service in the employ of the Company, whether or not that
         service is performed as an Employee.

(19)     "ESOP Account" - shall include all amounts in the Participant's Account
         that are transferred to the ESOP Account pursuant to Section 3 and
         Section 5 of Article V. The ESOP Account shall be established under the
         ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax
         Savings Plan Contributions subaccount which will reflect the amount of
         Pre-Tax Savings Plan Contributions in the ESOP Account attributable to
         a Participant and allocated earnings attributable thereto, a Transfer
         Contributions subaccount which will reflect the amount of Transfer
         Contributions in the ESOP Account attributable to a Participant and
         allocated earnings attributable thereto, a Company Contributions
         subaccount which will reflect the amount of Company Contributions in
         the ESOP Account made pursuant to Article IV herein and allocated
         earnings attributable thereto, and an ESOP Contributions subaccount
         which will reflect the amount of ESOP Contributions in the ESOP Account
         made pursuant to Article XVIII herein and allocated earnings
         attributable thereto.

(20)     "ESOP Contributions" - are the discretionary contributions made by the
         Company pursuant to Section 3 of Article XVIII.

(21)     "ESOP Feature" - is the portion of the Plan described in Article XVIII
         and shall be effective January 1, 2002. The ESOP Feature consists of
         the ESOP Account.

(22)     "Family Member" - effective until January 1, 1997, with respect to any
         Employee, such Employee's spouse and lineal ascendants and descendants
         and the spouses of such lineal ascendants and descendants.

(23)     "Highly Compensated Employee" - The term Highly Compensated Employee
         includes highly compensated active Employees and highly compensated
         former Employees.

                                        5


           For a particular Plan Year, effective January 1, 1997, a highly
           compensated active Employee means any Employee who: (i) was a
           5-percent owner at any time during the current or the preceding Plan
           Year or (ii) for the preceding Plan Year received compensation from
           the Company in excess of the amount in effect for such Plan Year
           under Section 414(q)(1)(B) of the Code and was in the top-paid group
           of Employees for such preceding Plan Year.

           For the purposes of this Subsection, (i) the term "compensation"
           shall mean (A) for periods prior to January 1, 1998, the sum of an
           Employee's compensation under Section 415(c)(3) of the Code and the
           Employee's Pre-Tax Savings Plan Contributions (subject to the
           limitation of Section 401(a)(17) of the Code), and (B) for periods
           commencing on and after January 1, 1998, an Employee's compensation
           under Section 415(c)(3) of the Code (subject to the limitation of
           Section 401(a)(17) of the Code), and (ii) the term "top-paid group"
           shall mean that group of Employees of the Company consisting of the
           top 20 percent (20%) of such Employees when ranked on the basis of
           compensation paid by the Company during the Plan Year.

           A highly compensated former Employee includes any Employee who
           separated from service (or was deemed to have separated) prior to the
           determination year, performs no service for the Company during the
           determination year, and was a highly compensated active Employee for
           either the separation year or any determination year ending on or
           after the Employee's 55th birthday.

           This paragraph shall apply until January 1, 1997. If any Employee is,
           during a determination year or look-back year, a family member of
           either a 5 percent owner who is an active or former Employee or a
           Highly Compensated Employee who is one of the 10 most Highly
           Compensated Employees ranked on the basis of Compensation paid by the
           Company during such year, then the family member and the 5 percent
           owner or top-ten Highly Compensated Employee shall be aggregated. In
           such case, the family member and 5 percent owner or top-ten Highly
           Compensated Employee shall be treated as a single Employee receiving
           compensation and Plan contribution or benefits equal to the sum of
           such Compensation and contributions or benefits of the family member
           and 5 percent owner or top-ten Highly Compensated Employee. For
           purposes of this section, family member includes the spouse, lineal
           ascendants and descendants of the Employee or former Employee and the
           spouses of such lineal ascendants and descendants.

           The determination of who is a Highly Compensated Employee, including
           the determination of the number and identity of Employees in the
           top-paid group, and the compensation that is considered, will be made
           in accordance with section 414(q) of the Code and the regulations
           thereunder.

(24)     "Hour of Service" - each hour for which an employee is paid, or
         entitled to payment, by the Company for the performance of duties or on
         account of a period of time during which no duties are performed due to
         vacation, holiday, jury duty, short-term military duty or funeral
         absence. Each hour for which an employee is not paid, or not entitled
         to payment, on account of a period of time during which the employee
         continues to accrue

                                        6


         Continuous Credited Service while under an approved leave of absence
         for illness, incapacity or disability, long-term military duty or
         personal reasons.

           Each hour for which an employee is paid back pay, regardless of
           mitigation of damages, except for hours previously credited for the
           same period, or severance pay. Hours of Service shall not be credited
           due to payments received by an employee from a plan maintained for
           the sole purpose of complying with applicable worker's or
           unemployment compensation laws, complying with disability insurance
           laws, or reimbursement of medical or medically related expenses.

           Such hours shall be credited as specified in Section 201 of the
           Employee Retirement Income Security Act of 1974, as amended, and as
           specified at Title 29, Code of Federal Regulations, 2530.200b.

           Hours of Service performed at premium rates (such as holiday pay
           overtime or shift differential) shall be credited as single Hours of
           Service, regardless of the rate of compensation in effect for such
           service. If an Employee is absent from work for any period which
           commences on or after the Effective Date:

                           a)       by reason of the pregnancy of the Employee,

                           b)       by reason of the birth of a child of the
                           Employee,

                           c)       by reason of the placement of a child with
                           the Employee in connection with the adoption of such
                           child by the Employee, or

                           d)       for purposes of caring for any such child
                           for a period beginning immediately following such
                           birth or placement,

           and the absence is permitted under the Company-Union basic labor
           agreement, the Employee shall not, solely by reason of such absence,
           be considered to have incurred a Severance Date for purposes of
           participation and for determining his/her vested interest until the
           expiration of the consecutive twenty-four (24) month period
           commencing on the first day of the absence.

           If an Employee is absent from work for any period for any reasons
           referred to in subparagraphs (a), (b), (c) and (d) of this
           subsection, and such period includes the last day of the Plan Year,
           the Employee shall be deemed to be employed on such date for purposes
           of Section 3 of Article II.

(25)     "Investment Option" - one of those forms of investment which are
         available to a Participant to invest Company Wage Reduction
         Contributions, vested Company Contributions and related earnings under
         the Plan.

(26)     "Leave of Absence" - leave of absence granted by the Company due to
         illness or injury, required U.S. Military Service, or other special
         leave of absence set forth in the Company-Union basic labor agreement,
         under which all Participants in similar circumstances shall be treated
         alike.

                                        7


(27)     "Non-ESOP Account" - shall include all Pre-Tax Savings Plan
         Contributions, Company Contributions, and Transfer Contributions made
         to the Plan pursuant to Articles III and IV of the Plan; except that
         the Non-ESOP Account shall not include any portion of such
         contributions transferred to the Participant's ESOP Account pursuant to
         Section 3 and Section 5 of Article V. The Non-ESOP Account shall be
         established under the Non-ESOP Feature of the Plan. The Non-ESOP
         Account shall consist of a Pre-Tax Savings Plan Contributions
         subaccount which will reflect the amount of Pre-Tax Savings Plan
         Contributions in the Non-ESOP Account attributable to a Participant and
         allocated earnings attributable thereto, a Transfer Contributions
         subaccount which will reflect the amount of Transfer Contributions in
         the Non-ESOP Account attributable to a Participant and allocated
         earnings attributable thereto, and a Company Contributions subaccount
         which will reflect the amount of Company Contributions in the Non-ESOP
         Account made pursuant to Article IV herein and allocated earnings
         attributable thereto.

(28)     "Non-ESOP Feature" - is the portion of the Plan, on and after January
         1, 2002, (a) which is not included within the ESOP Feature, (b) which
         is intended to qualify as a profit sharing plan under Code Section
         401(a), and (c) which includes a qualified cash or deferred arrangement
         within the meaning of Code Section 401(k). The Non-ESOP Feature
         consists of the Non-ESOP Account.

(29)     "Non-Highly Compensated Employee - any Eligible Employee who is neither
         a Highly Compensated Employee nor, effective until January 1, 1997, a
         Family Member of a Highly Compensated Employee.

(30)     "Normal Retirement Date" - the later of the day the Participant attains
         age sixty-five (65) or the completion of five (5) years of
         participation in the Company's Bowling Green-Seal Hourly Employees'
         Retirement Plan.

(31)     "One-Year Break in Service" - a Plan Year during which a Participant
         has five hundred (500) or fewer Hours of Service. Temporary excused
         absences, including military leave, shall not constitute a One-Year
         Break in Service. Further, solely for the purpose of determining
         whether a Participant has incurred a One- Year Break in Service, Hours
         of Service shall be recognized for "maternity and paternity leaves of
         absence." A "maternity or paternity leave of absence" shall mean, for
         Plan Years beginning after December 31, 1984, an absence from work for
         any period by reason of the Employee's pregnancy, birth of the
         Employee's child, placement of a child with the Employee in connection
         with the adoption of such child, or any absence for the purpose of
         caring for such child for a period immediately following such birth or
         placement. For this purpose, Hours of Service shall be credited for the
         computation period in which the absence from work begins, only if
         credit therefore is necessary to prevent the Employee from incurring a
         One-Year Break in Service, or, in any other case, in the immediately
         following computation period. The Hours of Service credited for a
         "maternity or paternity leave of absence" shall be those which would
         normally have been credited but for such absence, or, in any case in
         which the plan administrator is unable to determine such hours normally
         credited, eight (8) Hours of Service per day. The total Hours of
         Service required to be credited for a "maternity or paternity leave of
         absence" shall not exceed five hundred one (501).

                                        8


(32)     "Participant" - any person who has been admitted to participation in
         this Plan pursuant to the provisions of Article II. The term
         "Participant" shall include active Participants (those currently
         eligible to share in Company Contributions and ESOP Contributions, if
         any), inactive Participants (those individuals who are employed by the
         Company and have been active Participants but are not eligible to share
         in Company Contributions or ESOP Contributions), and any former
         Employee who has an Account under the Plan.

(33)     "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be
         modified or amended from time to time. Effective January 1, 2002, the
         Plan consists of the ESOP Feature and the Non-ESOP Feature.

(34)     "Plan Year" - except as otherwise provided herein, a Plan Year shall be
         the calendar year beginning January 1 and ending December 31. With
         respect to each person becoming employed by the Company or an
         Affiliated Company, for purposes of eligibility to participate herein,
         the initial Plan Year shall be the calendar year which commences
         coincident with or immediately following the Employee's Employment
         Date.

(35)     "Pre-tax Savings Plan Contribution" - the percentage of a Participant's
         Compensation which the Company contributes to the Plan pursuant to a
         wage reduction agreement, under which a Participant elects to forego a
         percentage of such Compensation, reduced for purposes of the Plan, also
         sometimes referred to as a Company Wage Reduction Contribution.

(36)     "Severance Date" - the earliest of (a) the date on which the Employee
         retires, dies, quits, or is discharged or (b) the date on which the
         Employee ceases to accrue Continuous Credited Service in accordance
         with the Company-Union basic labor agreement provisions for leave of
         absence; but in no event shall the Severance Date, as defined in (a)
         and (b), be earlier than the first anniversary of the first day of a
         period throughout which the Employee remains absent, with or without
         pay, from the service of the Company by reason of the absence.

(37)     "Severance Period" - the period of time between the Employee's
         Severance Date and the date on which he again performs an Hour of
         Service.

(38)     "Total and Permanent Disability" - a condition of a Participant as the
         result of bodily injury or disease from an unavoidable cause which
         prevents such Participant from being physically able to meet his/her
         present job requirements as the same existed at the time of the
         Participant's cessation of service due to such condition and which
         disability will (in the opinion of a qualified physician designated by
         the Committee) presumably be permanent and continuous during the
         remainder of his/her life. Such condition shall be deemed to have
         resulted from an unavoidable cause unless it:

                           a)       was contracted, suffered or incurred while
                           the Participant was engaged in, or resulted from
                           having engaged in, a felonious enterprise, or

                           b)       resulted from habitual drunkenness or
                           addiction to hallucinogenic and/or narcotic drugs not
                           prescribed by a qualified physician for treatment of
                           a condition other than drug addiction, or

                                       9


                           c)       resulted from an intentional self-inflicted
                           injury or self- induced sickness.

(39)     "Transaction Period" - a period defined in Article XV herein during
         which certain rules and regulations, as established by the Committee
         and the Trustee, shall govern all transactions relating to securities.

(40)     "Transactions" - all purchases, sales, redemptions or other
         dispositions of securities by the Trustee under the Plan.

(41)     "Transfer Contributions" - those amounts transferred to the Plan on
         behalf of an Employee from another plan qualified under Section 401(a)
         of the Code as described in Article III, Section 8.

(42)     "Trustee" - the Trustee or Trustees designated by the Company as
         provided herein.

(43)     "Trust Fund" - assets of the Plan and Trust as the same shall exist
         from time to time.

(44)     "Unvested" - that portion of a Participant's Account balance which is
         not vested pursuant to Article VI herein.

(45)     "Vested" - that portion of a Participant's Account balance to which
         he/she has a nonforfeitable right pursuant to Article VI herein.

                                       10


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

SECTION 1         ELIGIBILITY

         Any Employee of the Company eligible for membership in the Union who
has completed thirty days of Continuous Credited Service is eligible to
participate in the Plan.

Notwithstanding the foregoing, no Employee who serves only as a leased employee
as defined in Section 414(n) of the Code shall be covered by the Plan or deemed
to be a Participant.

SECTION 2         CONTINUOUS CREDITED SERVICE

         (a)      Continuous Credited Service for purposes of computing
                  eligibility shall be defined as the period of time (as
                  computed by completed 1/12ths of a year) between the
                  Employee's Employment Date or Adjusted Employment Date and the
                  current date or the Employee's most recent Severance Date.

         (b)      Any person who incurs a Severance Period after January 1,
                  1990, shall have Continuous Credited Service restored on the
                  following basis:

                  (i)      A person who before the Severance Date had
                           established a nonforfeitable right to any vested
                           benefit will for all purposes have pre-Severance
                           Period and post-Severance Period Continuous Credited
                           Service aggregated to create an Adjusted Employment
                           Date.

                  (ii)     A person who before the Severance Date had not
                           established a nonforfeitable right to any vested
                           benefit will have Continuous Credited Service
                           restored on the following basis to create an Adjusted
                           Employment Date:

                           (A)      If the Severance Period is less than the
                           Continuous Credited Service prior to the Severance
                           Date, the Continuous Credited Service prior to the
                           Severance Date shall be aggregated with any
                           Continuous Credited Service after the Severance
                           Period to create an Adjusted Employment Date for all
                           purposes. Such aggregation of Continuous Credit
                           Service shall not include any period of time during
                           the Severance Period.

                           (B)      If the Severance Period equals or exceeds
                           the greater of five (5) years or the Continuous
                           Credited Service prior to the Severance Date, the
                           Continuous Credited Service prior to the Severance
                           Date shall not be aggregated and the Employee shall
                           become a Participant as specified in Section 3 of
                           this Article.

SECTION 3         An Employee described in Section 1 will become a Participant
         in the Plan upon satisfaction of all the following requirements:

         (a)      completion of thirty days of Continuous Credited Service,

                                       11


         (b)      receipt by the Committee of a completed application,

         (c)      agreement to an appropriate payroll deduction from his/her
                  Compensation,

         (d)      agreement to accept a reduction of his/her Compensation equal
                  to the whole percentage of his/her Compensation per payroll
                  period he/she elects to have contributed by the Company as a
                  Pre-tax Savings Plan Contribution.

         A Participant shall cease to be eligible to make contributions to the
Plan and to share in Company Contributions or ESOP Contributions under the Plan
when he/she is no longer an Employee due to: resignation, termination,
retirement, death, Total and Permanent Disability, or otherwise ceasing to be an
Employee or the Participant's voluntary election to suspend participation
pursuant to Article VII hereof. Participation in the Plan will cease when the
Employee or former Employee no longer has an Account under the Plan. A
Participant who voluntarily ceases Active Participation from this Plan while
still an Employee accumulating Continuous Credited Service shall be ineligible
to resume Active Participation for a period of twelve (12) months from the date
Active Participation last ceased.

         Notwithstanding the above paragraph, a Participant who retires under
the Company's Bowling Green-Seal Pension and Insurance Agreement may elect to
continue to be a Participant in the Plan and maintain an Account until the
earlier of the date he/she withdraws the balance in his/her Account or April 1
of the calendar year following the calendar year in which he/she attains age
70-1/2. After the effective date of such retirement, such a Participant shall
not be entitled to make contributions to the Plan or share in the allocation of
Company Contributions or ESOP Contributions.

         Participation in the Plan by Eligible Employees shall be voluntary.

                                       12


                                  ARTICLE III
                           PARTICIPANTS' CONTRIBUTIONS

SECTION 1         AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION

         To be an Active Participant, an eligible individual must have made on
his/her behalf or agree to make a Pre-tax Savings Plan Contribution in the
following manner:

         (a)      A Participant may agree to have contributed on his/her behalf
                  as a Pre-tax Savings Plan Contribution, an amount, at his/her
                  election, not to exceed the lesser of: (i) 15% of his/her
                  Compensation or (ii) $7,979 (or such greater amount as
                  determined by the Secretary of Treasury). In calculating the
                  limit under Code Section 402(g) for purposes of Code Section
                  401(k), the amounts to be deferred by an eligible Employee
                  under each plan for which he/she is eligible to make wage
                  deferrals will be aggregated by treating all cash or deferred
                  arrangements under which the Employee is eligible as a single
                  arrangement. If the limit set forth by Code Section 402(g) is
                  exceeded, then the deferrals in excess of the limits must be
                  distributed by April 15 of the following year. Such reduction
                  in Compensation must be made at the time the Participant would
                  normally receive his Compensation from the Company.

         (b)      A Participant, by agreeing to have contributed on his/her
                  behalf a Pre-tax Savings Plan Contribution, shall enter into a
                  written wage reduction agreement with the Company. The terms
                  of such reduction agreement shall provide that the Participant
                  accepts a reduction in his/her Compensation from the Company
                  equal to any whole percentage of his/her Compensation per pay
                  period which he/she elects to have contributed on his/her
                  behalf as a Pre-tax Savings Plan Contribution.

         (c)      Pre-tax Savings Plan Contributions shall be fully vested and
                  nonforfeitable at all times.

         (d)      The Company may amend or revoke its wage reduction agreement
                  with any Participant at any time, if the Company determines
                  that such revocation or amendment is necessary to insure that
                  contributions by or on behalf of a Participant for any Plan
                  Year will not exceed the limitations of Section 415 or to
                  insure that the discrimination tests of section 401(k) of the
                  Code are met for such Plan Year.

         (e)      If a Participant's Compensation for any Plan Year is such that
                  he or she is a Highly Compensated Employee for the Plan Year,
                  the actual deferral percentage test of Section 401(k)(3) of
                  the Code will be met. The Plan incorporates by reference the
                  provisions of Sections 401(k)(3) of the Code and regulation
                  Section 1.401(k) - 1(b) thereunder.

                                       13


SECTION 2         LIMITATIONS ON PARTICIPANT CONTRIBUTIONS

         All contributions made by or on behalf of a Participant are subject to
the limitations imposed by section 401(k), and section 415 of the Code as
further set forth in Article XII hereof.

         The maximum amount of such contributions is limited under Section
401(k)(3) determined by reducing contributions made on behalf of Highly
Compensated employees in order of their contribution percentages beginning with
the highest of such percentages.

SECTION 3         CHANGING CONTRIBUTION PERCENTAGE

         The contribution percentage(s) designated by a Participant shall
continue in effect, notwithstanding any change in his/her Compensation, until
he/she shall change such contribution percentage(s).

         A Participant may elect, at any time, but not less than thirty (30)
days from the last change in contribution percentage(s) to increase or decrease
the contribution percentage(s) within the applicable limits to be effective as
soon as practicable after receipt of notice of change.

SECTION 4         CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES

         Each Participant's Pre-tax Savings Plan Contributions shall be in whole
multiples of 1% of Compensation, subject to adjustment pursuant to Section 5
hereof.

SECTION 5         METHOD OF PARTICIPANTS' CONTRIBUTIONS

         (a)      Each Pre-tax Savings Plan Contribution made by the Company on
                  behalf of a Participant shall be transferred to the Plan
                  pursuant to the terms of a written wage reduction agreement
                  between such Participant and the Company. A Participant's wage
                  reduction agreement shall be modified automatically to
                  correspond to the change in the amount of the Pre-tax Savings
                  Plan Contributions made on his/her behalf as set forth in
                  Section 3 hereof.

         (b)      The tentative wage reduction amount set forth in any wage
                  reduction agreement shall be in any amount as the Participant
                  shall elect, but shall be not less than 1% and not more than
                  15% of Compensation of such Participant. Tentative wage
                  reductions shall become final, and then shall constitute
                  Pre-tax Savings Plan Contributions, only after the Company or
                  the Committee has made such adjustments thereto as they (or
                  either of them) deem necessary to maintain the qualified
                  status of this Plan or to maintain the status of any portion
                  of this Plan as a qualified cash or deferred arrangement under
                  section 401(k) of the Code.

         (c)      All amounts withheld pursuant to a wage reduction agreement
                  and thereafter contributed to the Plan as Pre-tax Savings Plan
                  Contributions shall be so delivered only if the Company in
                  good faith believes that such amounts do not exceed the
                  amounts permissible pursuant to the limitations hereinabove
                  set forth. If any amount shall be withheld from the
                  Compensation of a Participant pursuant to a

                                       14


                  wage reduction agreement which exceeds the maximum amount
                  permissible pursuant to Section 5(b) hereof, and if such
                  amount is contributed to the Plan as a Pre-tax Savings Plan
                  Contribution by way of a mistake of fact, it shall be refunded
                  to the Company and shall thereafter be paid as promptly as
                  practicable (subject, however, to the withholding of taxes and
                  other amounts as though such amount were current compensation)
                  by the Company to the Employee from whose Compensation such
                  amount was obtained pursuant to a wage reduction agreement.

SECTION 6         CREDITING OF CONTRIBUTION AMOUNTS

         Company Wage Reduction Contributions shall be transferred by the
Company to the Trustee as soon as practicable, but not less than monthly. All
payments so made by the Company shall be reported to the Committee.

         All such contributions shall be appropriately credited to the Account
of each Participant by the Trustee.

SECTION 7         VETERANS

         Notwithstanding any provision of this Plan to the contrary, effective
December 12, 1994, contributions, benefits and Continuous Credited Service with
respect to qualified military service will be provided in accordance with
Section 414(u) of the Code. "Qualified military service" means any service in
the uniformed services (as defined in chapter 43 of title 38 of the United
States Code) by any individual if such individual is entitled to reemployment
rights under such chapter with respect to such service.

SECTION 8         TRANSFER CONTRIBUTIONS

         The Trustee is authorized to accept on behalf of a Participant, and
hold as part of a Participant's Account, assets from a trustee of another plan
qualified under Section 401(a) of the Code, provided that such other plan
permits such a transfer and provided that the Committee approves such transfer
from such other plan. All amounts so transferred to a Participant's Account
shall be referred to herein as "Transfer Contributions."

SECTION 9         CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

         Effective January 1, 2002, when transmitted to the Plan pursuant to
this Article III, the Pre-Tax Savings Plan Contributions shall be transmitted to
and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and
Section 5 of Article V, such contributions may be transferred later from the
Non-ESOP Feature to the ESOP Feature.

                                       15


                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

SECTION 1         AMOUNT OF COMPANY CONTRIBUTIONS

         The Company shall contribute to the Trustee out of Current Earnings for
that fiscal year or, at its discretion as set forth below out of its accumulated
earnings, in cash or in its treasury or authorized but unissued Common Stock the
value of which shall be computed at the applicable fair market value on the date
of contribution by the Company, an amount equal to the lesser of:

         (a)      the aggregate of seventy-five percent (75%) of all Pre-Tax
                  Savings Plan Contributions which represent up to four percent
                  (4%) of each Participant's Compensation during such year, less
                  any forfeitures (as defined in Article VIII, Section 1), or

         (b)      an amount equal to fifteen percent (15%) of the Company's
                  Current Earnings for such year in excess of ten percent (10%)
                  of the stockholder's equity of the Company at the beginning of
                  such year.

         The Company's Board of Directors may, at its discretion, waive the
limitations in paragraph (b) above and contribute to the Trustee out of Current
Earnings for that fiscal year or its accumulated earnings an amount not to
exceed the limitations in paragraph (a) above.

         The Company will not match, nor allocate its contributions to, any
portion of Pre-Tax Savings Plan Contributions which represent an amount in
excess of four percent (4%) of a Participant's Compensation during each Plan
Year.

         Company Contributions will be subject to the nondiscrimination test
pursuant to Section 401(m)(2) of the Code. For any Plan Year the contribution
percentage for eligible Highly Compensated Employees shall not exceed the
greater of:

                           (A)      125 percent of such percentage for all other
                           Eligible Employees, or

                           (B)      the lesser of 200 percent of such percentage
                           for all other Eligible Employees, or such percentage
                           for all other Eligible Employees plus 2 percentage
                           points.

         For nondiscrimination testing purposes, the multiple use rules pursuant
to Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is
required, Pre-Tax Savings Plan Contributions will be distributed as provided by
Regulation Section 1.401(m)-2)(c).

         At any time corrections are required to either the nondiscrimination
test or multiple use rules by distributing Pre-tax Savings Plan Contributions
any related Company Contributions will also be distributed or forfeited to avoid
discrimination.

SECTION 2         COMPANY WAGE REDUCTION CONTRIBUTIONS

                                       16


         The Company shall contribute with respect to each Plan Year the
aggregate of the Company Wage Reduction Contributions for such Plan Year, as
determined pursuant to wage reduction agreements in force between the Company
and Participants in the Plan. Company Wage Reduction Contributions shall be
fully Vested and nonforfeitable at all times.

SECTION 3         ALLOCATION OF COMPANY CONTRIBUTIONS

         The Company Contributions for each fiscal year shall be allocated by
the Trustee to each Participant's Account in proportion to seventy-five percent
(75%) of each Participant's Pre-Tax Savings Plan Contributions made on his/her
behalf up to an aggregate contribution thereof of four percent (4%) of a
Participant's Compensation for such year.

         If a Participant or Designated Beneficiary becomes entitled to
distribution of his/her Account under the Plan as a result of the Participant
either retiring from the Company under one of its retirement programs (except a
Deferred Vested Pension), suffering a Total and Permanent Disability or dying
and Pre-Tax Savings Plan Contributions have been made on his/her behalf to which
Company Contributions, if any, are allocated in the year in which such event
(retirement, Total and Permanent Disability, or death) occurred, such
Participant shall be entitled to share in the Company Contribution which it may
make with respect to such year, as herein provided, as if such event had not
occurred.

         There shall be directly and promptly allocated to the Pre-Tax Savings
Plan Contributions subaccount of each Participant the Company Wage Reduction
Contributions, as set forth in Section 2 hereof.

         Company Contributions will be allocated to the Participant only if the
Participant is employed on the last day of the Plan Year, except in the case of
retirement, Total and Permanent Disability or death.

SECTION 4         REPORTING THE CONTRIBUTIONS

         The Company Contributions and Company Wage Reduction Contributions
shall be reported to the Committee by the Company.

SECTION 5         CONTINGENT NATURE OF CONTRIBUTIONS

         To the extent that the deductibility thereof is subsequently denied,
each Company Contribution and each Company Wage Reduction Contribution made by
the Company pursuant to the provisions of this Article IV hereof is hereby made
expressly contingent upon the deductibility thereof for federal income tax
purposes for the year with respect to which such contribution is made. Each such
contribution is further contingent upon the maintenance of qualified status by
the Plan for the year with respect to which such contribution is made, to the
extent that the loss of qualified status would deprive the Company of the
deduction taken for such contribution.

SECTION 6         EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS

                                       17


         All contributions made by the Company are made for the exclusive
benefit of the Participants and their beneficiaries, and such contributions
shall not be used for nor diverted to purposes other than for the exclusive
benefit of the Participants and their beneficiaries, including the costs of
maintaining and administering the Plan and Trust. Notwithstanding the foregoing,
refunds of Company Contributions shall be made to the Company under the
following circumstances and subject to the following limitations, to the extent
that such refunds do not, in themselves, deprive the Plan of its qualified
status:

         (a)      To the extent that a Federal income tax deduction is
                  disallowed for any Company Contribution, the Trustee shall
                  refund to the Company the amount so disallowed within one (1)
                  year of the date of such disallowance.

         (b)      In the case of a contribution, or for any Company Wage
                  Reduction Contribution, which is made in whole or in part by
                  reason of a mistake of fact, so much of the Company
                  Contribution as is attributable to the mistake of fact shall
                  be returnable to the Company upon demand, upon presentation of
                  evidence of the mistake of fact to the Trustee and of
                  calculations as to the impact of such mistake of fact. Demand
                  and repayment must be effected within one (1) year after the
                  last installment payment of the contribution to which the
                  mistake applies.

                  In the event that any refund of amounts contributed under
                  Section 1 hereof is paid to the Company, such refund shall be
                  made without interest and shall be deducted from among the
                  Company Contributions subaccounts of Participants only to the
                  extent that the amount of the refund can be identified to
                  specific Participants (as in the case of certain mistakes of
                  fact). Refunds of amounts contributed pursuant to Section 2
                  hereof (relating to contributions attributable to wage
                  reduction) are treated at Section 6 of Article III.

                  Notwithstanding any other provision of this Section 6, no
                  refund shall be made to the Company which is specifically
                  chargeable to the Account of any Participant in excess of one
                  hundred percent (100%) of the amount in such Account, nor
                  shall a refund be made by the Trustee of any funds, otherwise
                  subject to refund hereunder, which have been distributed to
                  Participants and/or beneficiaries. In the case that such
                  distributions become refundable, the Company shall have a
                  claim directly against the distributees to the extent of the
                  refund to which it is entitled. All refunds pursuant to this
                  Section 6 shall be limited in amount, circumstance and timing
                  to the provisions of Section 403(c) of the Employee Retirement
                  Income Security Act of 1974, as amended, and no such refund
                  shall be made if, solely on account of such refund, the Plan
                  would cease to be a qualified Plan pursuant to Section 401(a)
                  of the Code.

SECTION 7         TRANSMITTING THE COMPANY CONTRIBUTIONS

         Each Company Contribution shall be sent to the Trustee as promptly as
practicable following the determination of the amount thereof, and, in any
event, on or before the date established by law (including any extension
thereof) for the filing of the Company's federal

                                       18


income tax return for the taxable year with respect to which such Company
Contribution is made.

         Contributions made pursuant to Section 2 hereof shall be made no later
than the date specified in the preceding sentence, and shall be made at such
earlier dates as may be practicable provided, however, that no wage reduction
amount shall be held by the Company without contributing same to the Plan for a
period longer than the longest period that is permissible under regulations
published under Section 401(k) of the Code, and, in any event, amounts
contributed under Section 2 hereof with respect to any Plan Year shall be deemed
credited to the Pre-Tax Savings Plan Contributions subaccount of the Participant
not later than the last day of such Year.

SECTION 8         CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

         Effective January 1, 2002, when transmitted to the Plan pursuant to
this Article IV, the Company Contributions and Company Wage Reduction
Contributions shall be transmitted to and held under the Non-ESOP Feature of the
Plan. As provided in Section 3 and Section 5 of Article V, such contributions
may be transferred later from the Non-ESOP Feature and ESOP Feature.

                                       19


                                   ARTICLE V
                           INVESTMENT OF CONTRIBUTIONS

SECTION 1         INVESTMENT OF FUNDS

         Except for Unvested Company Contributions and, subject to Section 4 of
Article XVIII, ESOP Contributions, the amounts in a Participant's Account may be
invested on behalf of such Participant in one or more of the following
Investment Options, at the Participant's discretion:

         (a)      Option A: Cash with Interest. - Cash will be invested in a
                  fixed income account with a bank, insurance company, or an
                  investment adviser registered under the Investment Advisers
                  Act of 1940.

         (b)      Option B: Mutual Fund(s). - Cash will be invested in one or
                  more mutual funds approved by the Committee and made available
                  to Participants.

         (c)      Option C: A fund comprising a pooled account of Common Stock
                  of the Company.

         The amounts credited to a Participant's Account from, subject to
Section 4 of Article XVIII, the ESOP Contributions and Unvested Company
Contributions shall be invested in the Common Stock fund.

SECTION 2         INSTRUCTIONS TO THE TRUSTEE

         A Participant will instruct the Trustee in writing as to the manner in
which his/her contributions in his/her Account, other than Company Contributions
and ESOP Contributions, shall be invested in any one or more of the Investment
Options in such proportions as he/she sees fit, except that the amounts so
specified shall be in multiples of one percent (1%). A Participant may likewise
instruct the Trustee with respect to the retention or investment of the Vested
portion of the Company Contributions subaccount and, subject to Section 4 of
Article XVIII, the ESOP Contributions subaccount allocated to his/her Account,
subject to the same limitations as apply to the investment of the contributions
in his/her Account other than Company Contributions.

         Investment instructions with respect to the contributions in his/her
Account other than Company Contributions and ESOP Contributions, and with
respect to the Vested portion of the Company Contributions and, subject to
Section 4 of Article XVIII, the ESOP Contributions subaccount may be different,
both as to the kind of investment and as to the relative amounts to be invested
in such investments. Subject to Section 4 of Article XVIII, the ESOP
Contributions subaccount and the Unvested portion of the Company Contributions
subaccount shall remain invested in the Common Stock fund.

SECTION 3         TRANSFER TO THE ESOP FEATURE

         Effective January 1, 2002, any amount of the Participant's Non-ESOP
Account invested in the Common Stock fund shall transfer to the Participant's
ESOP Account as of the first day of the Plan Year immediately succeeding the
Plan Year in which the contributions comprising such

                                       20


amounts invested in the Common Stock fund were made to the Plan. Notwithstanding
the foregoing, any amount in a Participant's Account that is attributable to
contributions made to the Plan prior to January 1, 2002 and that is invested in
the Common Stock fund on December 31, 2001 shall be transferred to the
Participant's ESOP Account effective as of January 1, 2002.

SECTION 4         TRUSTEE OPTIONS

         The Trustee is authorized to purchase treasury or authorized but
unissued Common Stock of and from the Company, if offered by it, at the
applicable fair market value.

SECTION 5         CHANGING OF INVESTMENTS

         As to the investment of future contributions with respect to which the
Participant has investment discretion, the Participant shall have the right, at
any time, but not more often than once daily, to instruct the Trustee to change
the amounts to be invested in any Investment Option(s) for all his/her
contributions. A Participant shall instruct the Trustee pursuant to this Section
5 with regard to the investment of any portion of the Participant's Account
attributable to Transfer Contributions.

         Subject to Section 9 of Article III, Section 8 of Article IV and
Section 3 of this Article V, any amount that the Participant chooses to invest
in the Common Stock fund, pursuant to this Section 5, shall be held in the
Participant's Non-ESOP Account on and after January 1, 2002, subject to transfer
to the Participant's ESOP Account. Effective January 1, 2002, any such amount
invested in the Common Stock fund shall transfer to the Participant's ESOP
Account as of the first day of the Plan Year immediately succeeding the Plan
Year in which the investments were changed into the Common Stock fund. On and
after January 1, 2002, any amount that the Participant chooses to invest in any
Investment Option(s) other than the Common Stock fund, pursuant to this Section
5, shall be held in the Participant's Non-ESOP Account.

         All such directions to sell or to redeem securities held in the
Participant's Account or to reinvest the proceeds and all changed investment
directions shall become effective during the Transaction Period, as such term is
defined in Section 1 of Article XV. All such directions received and completed
prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York
Stock Exchange are open for business shall be effective as of the close of the
business day of receipt of such directions. All such directions received and
completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the
New York Stock Exchange are open for business shall be effective as of the
following day when both the Trustee and the New York Stock Exchange are open for
business.

SECTION 6         EARNINGS FROM INVESTMENTS

         Except as provided in Section 6 of Article XVIII, earnings from the
Investment Options shall be reinvested in the Investment Option producing such
earnings.

SECTION 7         UNINVESTED FUNDS UNDER INVESTMENT OPTIONS

         Any funds in the hands of the Trustee as to which the Participant has
instructed the Trustee to invest in any given Investment Option but which
temporarily remains uninvested may

                                       21


be held by the Trustee in cash. Shares of Common Stock shall be in full shares
only, with no fractional shares being purchased or held. Amounts creditable to
the Accounts of Participants which cannot be invested in the Investment Option
selected because such amounts are insufficient to purchase a full share of
Common Stock shall be temporarily held pursuant to this Section 6 as uninvested
funds for the benefit of the Account to which such amount is allocable.

SECTION 8         SELECTION OF INVESTMENT OPTION

         The selection of an Investment Option by a Participant will be entirely
the responsibility of such Participant. Neither Trustee, the Committee, the
Company, nor any of its personnel shall be empowered to advise a Participant as
to the manner in which the amounts credited to any Account shall be invested.
The fact that a security is available to Participants for investment under this
Plan shall not be construed as a recommendation for the purchase of that
security, nor shall the designation of any Investment Option impose any
liability on the Trustee, the Committee, the Union, the Company, or any of its
personnel.

                                       22


                                   ARTICLE VI
                            VESTING OF CONTRIBUTIONS

SECTION 1         VESTING OF PARTICIPANT CONTRIBUTIONS

         A Participant shall have a nonforfeitable interest in his/her Account
balance to the extent that it is attributable to contributions made by him/her
or on his/her behalf including (but not limited to) Company Wage Reduction
Contributions (but not including Company Contributions), at all times (subject
to the terms and conditions of Articles IX and XI), and in all assets in his/her
Account attributable thereto.

SECTION 2         VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

         Company Contributions and ESOP Contributions, if any, shall become
Vested to the Participant on the date such Participant completes five (5) years
of Continuous Credited Service (Article II, Section 2). For Participants with
five (5) or more years of Continuous Credited Service, Company Contributions and
ESOP Contributions will become Vested immediately upon being placed in his/her
Account. Notwithstanding the foregoing, a Participant shall at all times be
Vested in any earnings and dividends paid on the investments of Unvested Company
Contributions and ESOP Contributions held in the Participant's Account. Full one
hundred percent (100%) vesting shall also occur upon attainment of the
Participant's Normal Retirement Date.

         Should a Participant terminate participation in the Plan by reason of
any of the following, all Company Contributions and ESOP Contributions will
become one hundred percent (100%) Vested to the Participant:

         (a)      Total and Permanent Disability

         (b)      Death

         (c)      Termination of the Plan, (or partial termination of the Plan
                  if the Participant is affected thereby), or

         (d)      Complete and final discontinuance of Company Contributions.

         If a Participant terminates employment at a time when his/her Company
Contributions and ESOP Contributions are Unvested, such Unvested contributions
shall be forfeited upon the earlier of (i) the distribution to the Participant
of the Vested portion of his/her Account or (ii) the close of five consecutive
Severance Periods after such termination of employment.

SECTION 3         VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP
         CONTRIBUTIONS

         A Participant who has restored previously forfeited ESOP Contributions
or Company Contributions (as described in Section 7 of Article XI) shall have
these restored ESOP Contributions and Company Contributions vest provided
restoration is made prior to the attainment of five (5) years Continuous
Credited Service by the Participant.

                                       23


                                  ARTICLE VII
                           SUSPENSION OF PARTICIPATION

SECTION 1         SUSPENSION RESULTING FROM JOB TRANSFER

         In the event that a Participant is transferred to a job with the
Company which renders such Participant ineligible to participate actively in
this Plan, then, in such event, such Participant's Active Participation shall be
deemed to be suspended. However, during the period of suspension the
Participant's Account shall continue to be vested as if no suspension had
occurred.

         Such suspension shall remain in effect until:

         (a)      the Participant is transferred to a job whereby he/she would
                  be re-eligible to be an active Participant in the Plan, or

         (b)      a termination occurs pursuant to Article XI of the Plan.

                                       24


                                  ARTICLE VIII
                 APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED

SECTION 1         APPLICATION OF FORFEITURES

         All Company Contributions and ESOP Contributions forfeited in
accordance with Article VI, Section 2 shall be used to reduce the Company's
subsequent contributions to the Plan. However, such forfeited Company
Contributions and ESOP Contributions will be restored to the Participant's
Account should the Participant exercise restoration rights as defined in Section
7 of Article XI.

         In the event that the Plan is terminated, any forfeitures not
previously applied to reduce Company Contributions shall be credited (on the
basis of each individual Participant's current year Compensation as a ratio to
the total current year Compensation of all Participants) to the Accounts of all
Participants entitled to share in the allocation of Company Contributions at the
time of such termination.

SECTION 2         TREATMENT OF FORFEITED SECURITIES

         Forfeited securities shall be converted to cash and be invested by the
Trustee; such cash shall be applied to the reduction of the next contribution by
the Company.

         Upon forfeiture of a portion of the Company Contributions or ESOP
Contributions, the Trustee shall sell such amount of the securities allocated to
the Participant's Account as may be necessary to effect the forfeiture.

                                       25


                                   ARTICLE IX
                           WITHDRAWAL OF CONTRIBUTIONS

SECTION 1         WITHDRAWAL EVENTS

         No amount may be withdrawn by a Participant from Company Wage Reduction
Contributions, Company Contributions, or ESOP Contributions earlier than the
occurrence of hardship (see Section 2 below) or one of the following events:

         (a)      the Participant's retirement, death, Total and Permanent
                  Disability, or termination of Employee status;

         (b)      termination of the Plan without establishment of a successor
                  plan;

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

         (d)      the sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation;

         (e)      the sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

         (f)      An Eligible Rollover Distribution by a Distributee to an
                  Eligible Retirement Plan in accordance with the provisions of
                  Article XI, Section 6.

SECTION 2         HARDSHIP WITHDRAWALS

         If a Participant requests a hardship withdrawal prior to the occurrence
of an event in Section 1 above, such request will require the consent of the
Committee and such consent shall be given only if, under uniform rules, the
Committee determines that

         (a)      the purpose of the withdrawal is to meet immediate and heavy
                  financial needs of the Participant,

         (b)      the amount does not exceed such financial need, and

         (c)      the amount of the withdrawal is not immediately available from
                  the resources of the Participant.

         A withdrawal made on account of hardship must be made first, from
Company Contributions and earnings (if Vested) and then only from Company Wage
Reduction Contributions of the Participant, and not from earnings credited
thereto.

                                       26


         Employees who make a hardship withdrawal may not make elective
contributions for the tax year following the tax year of distribution, greater
than the Code Section 402(g) limit minus the elective contributions for the year
of distribution.

SECTION 3         FREQUENCY OF WITHDRAWALS.

         Except for distribution at retirement, disability, or death, [Article
XI, Section 2(b)], withdrawals may not be made more frequently than once in any
twelve (12) month period.

                                       27


                                   ARTICLE X
                           DESIGNATION OF BENEFICIARY

         Each Participant must file with the Committee a written designation of
a Designated Beneficiary or Beneficiaries in the form prescribed by the
Committee with respect to all or part of the securities and cash held for the
account of such Participant. Such Designated Beneficiary shall be a
Participant's spouse or, if he/she has no spouse or his/her spouse consents (in
the manner hereinafter described in this Article) to the designation hereinafter
provided for in this Article, such person or persons other than, or in addition
to, his/her spouse as may be designated by a Participant as his/her death
beneficiary under the Plan. Such a designation may be made, revoked or changed
only by an instrument (in form acceptable to the Committee) which is signed by
the Participant, which includes his/her spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
spouse being named as the Participant's sole Beneficiary), and which is filed
with the Committee before the Participant's death. A spouse's consent required
by this Article shall be signed by the spouse, shall acknowledge the effect of
such consent, shall be witnessed by a member of the Committee or by a notary
public and shall be effective only with respect to such spouse. At any time when
all the persons designated by the Participant as his/her Designated Beneficiary
have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or,
if he/she does not then have a spouse, the Participant's estate. If a
Participant has no spouse and he/she has not made an effective Beneficiary
designation pursuant to this Article, his/her Designated Beneficiary shall be
his/her estate.

                                       28


                                   ARTICLE XI
                          DISTRIBUTION OF CONTRIBUTIONS

SECTION 1         DISTRIBUTION UPON OCCURRENCE OF EVENTS

         Subject to the provisions of Section 3 of this Article, distributions
may be made to a Participant or the Designated Beneficiary, as the case may be,
upon the occurrence of the following stated events:

         (a)      Termination of a Participant's participation in the Plan, or
                  cessation of the Participant's right to share in the
                  allocation of the Company Contributions or ESOP Contributions
                  made to the Plan (other than a temporary cessation on account
                  of a temporary suspension of Participant contributions), or

         (b)      Termination of the Plan without establishment of a successor
                  plan, or

         (c)      The sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation, or

         (d)      The sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

         Effective as of January 1, 1998, if the present value of any
nonforfeitable accrued benefit, at the time of distribution or at the time of
any subsequent distribution, exceeds $5,000 such benefit may not be immediately
distributed without the consent of the Participant.

SECTION 2         TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE
         PLAN

         A Participant's Active Participation in the Plan will be terminated if
he/she:

         (a)      Voluntarily elects to cease contributions to the Plan,

         (b)      Terminates employment from the Company voluntarily or
                  involuntarily,

         (c)      Retires from the Company under one of its retirement programs,

         (d)      Suffers a Total and Permanent Disability,

         (e)      Dies.

         (f)      Becomes Vested in all Company Contributions and ESOP
                  Contributions in his/her Account and remains in a job whereby
                  he/she is ineligible to be an active Participant in the Plan.

                                       29


SECTION 3         DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND
         ESOP CONTRIBUTIONS

         If a Participant terminates employment with the Company, either
voluntarily or involuntarily, before the Company Contributions or ESOP
Contributions are Vested, the Participant will receive the then current market
value of the larger of:

         (a)      the Participant's Pre-Tax Savings Plan Contributions, plus all
                  earnings (not to exceed the current market value of the entire
                  Account), or

         (b)      the current market value of the entire Account less the
                  Unvested Company Contributions and Unvested ESOP
                  Contributions.

         If a Participant, who remains an employee of the Company but is not at
least age 59 1/2, voluntarily elects to withdraw from the Plan before any of the
Company Contributions or ESOP Contributions are Vested, he/she will receive the
amount described above in this Section 3, less the then current market value of
his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall,
upon attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount.

SECTION 4         DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP
         CONTRIBUTIONS

         Subject to Article XI, Section 1, if a Participant terminates
employment with the Company after Company Contributions and ESOP Contributions
are Vested, the Participant will receive the then current market value of the
entire Account when he/she elects to make a voluntary withdrawal.

         If a Participant, who remains an Employee of the Company but is not at
least age 59 1/2, voluntarily elects to withdraw from the Plan after Company
Contributions and ESOP Contributions are Vested, or remains in a job whereby
he/she is ineligible to be an active Participant in the Plan, he/she will
receive the amount described above in this Section 4, less the then current
market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such
Participant shall, upon attainment of age 59 1/2, receive the then current
market value of his/her Pre-Tax Savings Plan Contributions subaccount. If a
Participant who remains employed by the Company and who has attained age 59 1/2,
voluntarily elects to withdraw from the Plan after he/she becomes Vested in
Company Contributions and ESOP Contributions credited to his/her Account, he/she
will receive the entire amount described in this Section 4 as if he/she had
terminated employment with the Company.

SECTION 5         DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY

         If a Participant dies, retires or suffers a Total and Permanent
Disability, the Participant or Designated Beneficiary will receive the then
current market value of his/her Account. Distribution will not occur upon
retirement or Total and Permanent Disability in the event a Participant elects
to defer the commencement of distribution in accordance with Section 6 of this
Article.

                                       30


SECTION 6         DISTRIBUTION OF ACCOUNTS

         (a)      Form of Distribution of Accounts to a Participant During
                  His/Her Lifetime:

                  If a Participant terminates participation in the Plan, due to
                  a separation from service or, if earlier, age 59 1/2,
                  distribution shall be made, subject to other limitations of
                  this Plan, by one of the following methods as he/she shall
                  elect:

                  (i)      Payment in cash, or

                  (ii)     If the Participant has selected one or more of the
                           Investment Options:

                           (A)      payment in cash,

                           (B)      payment in securities held for the
                           Participant's Account, or

                           (C)      a combination of (i) and (ii) above at the
                           option of the Participant.

         (b)      Distribution of Cash and/or Securities

                  Distribution of cash and/or securities to a Participant who
either (i) retires from the Company under one of its retirement programs, (ii)
suffers a Total and Permanent Disability, or (iii) dies, or (iv) becomes Vested
in all Company Contributions and ESOP Contributions in his/her Account and
remains in a job whereby he/she is ineligible to be an active Participant in the
Plan, shall be made, at the Participant's or Designated Beneficiary's option, in
one of the following forms:

                  (i)      A single distribution to be received within ninety
                           (90) days from the date the Participant terminated
                           participation in the Plan,

                  (ii)     Two (2) installment distributions, with the first
                           installment to be at least fifty percent (50%) of the
                           Participant's Account balance (as determined in
                           Section 3, 4 or 5 of this Article) and to begin
                           within ninety (90) days from the date the Participant
                           terminated participation in this Plan, and the second
                           and final installment to include the remainder of the
                           Account balance and to be received within twenty-four
                           (24) months after the date the Participant terminated
                           participation in this Plan.

                  (iii)    For events described in Section 1(c) or 1(d) of this
                           Article, distribution will be made in a lump sum as
                           provided by Section 401(k)(10) of the Code.

                  Distribution of cash and/or securities to a Participant who
voluntarily elects to withdraw from the Plan or terminates employment from the
Company, voluntarily or involuntarily, shall be made in a single distribution to
be received within ninety (90) days from the date the Participant terminated
participation in the Plan.

                                       31


                  Notwithstanding the foregoing, a Participant who retires from
the Company under one of its retirement programs (except a deferred vested
pension) may elect to defer the commencement of distribution and remain a
Participant in this Plan until no later than April 1 of the calendar year
following the calendar year in which he/she attains age 70-1/2.

                  Should the Participant fail to select a form of distribution
as previously described, the final distribution will be made in a single
distribution as described in Section 6(b) (1) of this Article, in the form of
the Investment Option(s) then in the Account.

                  If a Participant should die before (all) distribution(s) has
(have) been made, such distribution(s) shall be made to the Designated
Beneficiary.

         (c)      Distribution in Case of the Death of a Participant While an
                  Employee

                  In the event of the death of a Participant while an Employee,
distribution shall be made in accordance with Article X. Each Designated
Beneficiary shall make an appropriate election as provided in Section 6(b) of
this Article.

                  If the Designated Beneficiary should die before the final
distribution has been made then such final distribution shall be made to the
legally appointed representative(s) of the Designated Beneficiary.

         (d)      Direct Rollover of Eligible Rollover Distributions

         This subsection 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 subsection, a Distributee,
as defined under paragraph (1)(iii) of this subsection, may elect, at the time
and in the manner prescribed by the plan administrator, to have any portion of
an Eligible Rollover Distribution, as defined under paragraph (1)(i) of this
subsection, paid directly to an Eligible Retirement Plan, as defined under
paragraph (1)(ii) of this subsection, specified by the Distributee in a Direct
Rollover, as defined under paragraph (1)(iv) of this subsection.

                  (i)      Definitions

                           (A)      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 any distribution to the
                           extent such distribution is required under section
                           401(a)(9) of the Code, any distribution that is one
                           of a series of substantially equal periodic payments
                           (paid not less frequently than annually) over the
                           life (or life expectancy) of the distributee or the
                           joint lives (or life expectancies) of the distributee
                           and a designated beneficiary or for a specified
                           period of ten years or more, the portion of any
                           distribution that is not includible in gross income,
                           such other amounts specified in Treasury regulations
                           and rulings, notices or announcements issued under
                           Section 402(c) of the Code, and, effective January 1,
                           1999, any "hardship" distribution (as defined in Code
                           Section 401(k)).

                                       32


                           (B)      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.

                           (C)      Distributee: A Distributee includes a
                           Participant or the Participant's surviving spouse or
                           Participant's former spouse who is the alternate
                           payee under a qualified domestic relations order, as
                           defined in section 414(p) of the Code.

                           (D)      Direct Rollover: A Direct Rollover is a
                           payment by the Plan to the Eligible Retirement Plan
                           specified by the Distributee.

         (e)      Miscellaneous Provisions Relating to Distributions

         Any distribution to which a Participant or the Designated Beneficiary
may be entitled shall have deducted therefrom all incident expenses and/or
taxes.

         The Committee shall be notified upon forms prescribed by it as to all
actions which are to be taken under this Section by a Participant or Designated
Beneficiary.

         The Trustee shall be notified in writing by the Committee concerning
any action required by the Trustee to be taken under this Section.

         Unless the Participant elects otherwise, in no event shall any
retirement, death, or disability benefit commence later than the sixtieth (60th)
day after the latest of the close of the Plan Year in which (1) occurs the date
on which the Participant attains the earlier of age 65 or the normal retirement
age specified hereunder (if other than 65) (whether or not by reason of
reference to the Company's retirement programs), (2) occurs the tenth
anniversary of the year in which the Participant commenced participation in the
Plan, or (3) the Participant terminates service with the Company.

         (f)      Provision Pursuant to Code Section 401(a)(9)

         All distributions required under this Article XI shall be determined
and made in accordance with the proposed regulations under Code Section
401(a)(9) including the minimum distribution incidental benefit requirement of
section 1.401(a)(9)-2 of the proposed regulations, as may be amended or
promulgated from time to time.

                  (i)      Notwithstanding any other provision of the Plan, for
                           individuals who are five percent (5%) owners (as
                           defined in Section 416 of the Code) or who attain age
                           seventy and one-half (70 1/2) in Plan Years prior to
                           2003, the entire interest of each such Participant
                           under the Plan shall be distributed,

                                       33


                           commencing not later than April 1 of the calendar
                           year following the calendar year in which he/she
                           attains age seventy and one-half (70 1/2).

                           For individuals who are not five percent (5%) owners
                           (as defined in Section 416 of the Code) and who
                           attain age seventy and one-half (70 1/2) in Plan
                           Years after 2002, the entire interest of each such
                           Participant in the Plan shall be distributed to
                           him/her by April 1 of the calendar year following the
                           later of either:

                           (A)      the calendar year in which the Employee
                           attains age seventy and one-half (70 1/2), or

                           (B)      the calendar year in which the Employee
                           retires.

                           Such distribution shall be (1) in accordance with
                           regulations prescribed by the Secretary of the
                           Treasury, over the life of such Participant and
                           his/her Designated Beneficiary, or (2) in accordance
                           with such regulations, over a period not extending
                           beyond the life expectancy of such Participant or the
                           life expectancy of such Participant and his/her
                           Designated Beneficiary.

                  (ii)     If distribution of a Participant's interest under the
                           Plan has begun in accordance with paragraph (i) of
                           this subsection and such Participant dies before
                           his/her entire interest has been distributed to
                           him/her, the remaining portion of such interest shall
                           be distributed to his/her Designated Beneficiary at
                           least as rapidly as under the method of distribution
                           being used under such paragraph (i) as of the date of
                           his/her death.

                  (iii)    If a Participant dies before the distribution of
                           his/her interest under the Plan has begun in
                           accordance with paragraph (i) of this subsection, the
                           entire interest of the Participant shall be
                           distributed to his/her Designated Beneficiary within
                           five (5) years after such Participant's death;
                           provided, however, that such five-year rule shall not
                           be applicable to any portion of the Participant's
                           interest under the Plan which is payable to any
                           individual designated by the Participant as his/her
                           Designated Beneficiary if:

                           (A)      such portion will be distributed (in
                           accordance with regulations prescribed by the
                           Secretary of the Treasury) over the life of such
                           Designated Beneficiary, and

                           (B)      such distributions to such Designated
                           Beneficiary begin not later than one year after the
                           date of the Participant's death or such later date as
                           the Secretary of the Treasury may by regulations
                           prescribe or, if such Designated Beneficiary is the
                           Participant's surviving spouse, not later than the
                           date on which the Participant would have attained age
                           70-1/2.

                                       34


                  (iv)     If the Participant's surviving spouse is his/her
                           Designated Beneficiary and such spouse dies before
                           the distributions to such spouse begin, paragraph (3)
                           shall be applied as if the surviving spouse were the
                           Participant.

                  (v)      Under regulations prescribed by the Secretary of the
                           Treasury, for purposes of this subsection, any amount
                           paid to a child shall be treated as if it had been
                           paid to the surviving spouse if such amount will
                           become payable to the surviving spouse upon such
                           child reaching majority (or other designated event
                           permitted under such regulations).

SECTION 7         RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP
         CONTRIBUTIONS

         Each Participant who has forfeited any Company Contributions or ESOP
Contributions has the right to gain restoration of the forfeited Company
Contributions and ESOP Contributions. A Participant who (i) terminates
participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article
XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his
Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of
the third paragraph of Section 2 of Article VI and (iv) subsequently becomes
rehired by the Controlled Group, will have the right within the earlier of (1)
five (5) years after re-employment or (2) the close of five (5) consecutive
Severance Periods commencing after the date of distribution, to restore to the
Account the dollar value of the previously forfeited Company Contributions and
ESOP Contributions by contributing back to the Account the total lump sum amount
(dollar value as of the date of distribution) of the distribution which caused
the forfeiture.

SECTION 8         DETERMINATION OF VALUE

         Determinations of value hereunder shall be made pursuant to an annual
valuation by the Trustee at the fair market value as of the close of business on
the annual valuation date to be established by the Trustee. If no such date is
established, the annual valuation date shall be the last day of the Plan Year.
Interim valuations, or partial valuations of one or more of the investment
funds, may occur upon the direction of the Committee. The then current value of
a Participant's Account, or any part thereof, as of any date, shall be
determined by reference to the valuation (whether or not the annual valuation)
coincident with or last preceding the date as of which such Account is to be
valued.

                                       35


                                  ARTICLE XII
                         MAXIMUM CONTRIBUTION LIMITATION

SECTION 1         PROVISION PURSUANT TO CODE SECTION 415(c)

         (a)      MAXIMUM ANNUAL ADDITION: The "annual addition" to a
                  Participant's Account shall not exceed the lesser of (i)
                  $30,000 (as adjusted, effective January 1, 1995, pursuant to
                  Section 415(d) of the Code) or (ii) twenty-five percent (25%)
                  of the Participant's Compensation (as defined in paragraph (d)
                  below) for that Plan Year. The Compensation limitation in
                  (a)(ii) above shall not apply to amounts treated as Annual
                  Additions under Sections 415(l)(1) or 419A(f)(2) of the Code.

         The term "annual addition" means the amount allocated to a
Participant's Account during the limitation year (as hereinafter defined) that
constitutes:

                  (i)      Forfeitures;

                  (ii)     all Employee contributions;

                  (iii)    amounts allocated to an individual medical account,
                           as defined in section 415(1)(2) of the Code, which is
                           part of a pension or annuity plan maintained by the
                           Company are treated as annual additions to a defined
                           contribution plan. Also amounts derived from
                           contributions paid or accrued which are attributable
                           to post-retirement medical benefits, allocated to the
                           separate account of a key employee, as defined in
                           section 419A(d)(3) of the Code, under a welfare
                           benefit fund, as defined in section 419(e) of the
                           Code, maintained by the Company are treated as annual
                           additions to a defined contribution plan; and

                  (iv)     all Company Contributions

         Any amount which may be excluded from the computation of annual
additions under Treas. Reg. 1.415-6 shall be excluded from such computation.

         In addition, all defined contribution plans of the Company, terminated
or not, shall, for purposes of these limitations, be considered as one Plan.

         (b)      LIMITATION YEAR: For purposes of determining "annual
                  additions", the Limitation Year shall be the Plan Year.

         (c)      In the case of a group of Companies which constitutes a
                  controlled group of corporations (as defined in Section
                  1563(a) of the Code), all such Companies shall be considered a
                  single Company or employer for purposes of applying the
                  limitation of Section 415 of the Code.

         (d)      COMPENSATION. For purposes of this Section 1, Compensation
                  shall mean compensation within the meaning of Section
                  415(c)(3) of the Code and the regulations thereunder. For
                  limitation years beginning on and after January 1,

                                       36


                  2001, for purposes of applying the limitations described in
                  this section, compensation paid or made available during such
                  limitation years shall include elective amounts that are not
                  includible in the gross income of the employee by reason of
                  Section 132(f)(4) of the Code.

         (e)      ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the
                  allocation of forfeitures, a reasonable error in estimating a
                  Participant's Compensation, or under other facts and
                  circumstances provided for under Treasury Regulation 1.415-
                  6(b)(6), the annual addition to a Participant would exceed the
                  maximum provided in this Section 1, the administrator shall
                  return any voluntary Participant contributions credited for
                  the Limitation Year to the extent the return would reduce the
                  excess amounts in the Participant's Accounts; to the extent
                  excess amounts continue to exist, the excess amounts shall be
                  allocated and reallocated to other Participants in the Plan.
                  However, if such allocation or reallocation of the excess
                  amounts causes the limitations of Section 415 to be exceeded
                  with respect to each Plan Participant for the Limitation Year,
                  then such amounts shall be held unallocated in a suspense
                  account (the "Section 415 Suspense Account"). If a Section 415
                  Suspense Account is in existence at any time during a
                  particular Limitation Year, other than the Limitation Year
                  described in the preceding sentence, all amounts in the
                  Section 415 Suspense Account shall be allocated and
                  reallocated (subject to the limitations of Section 415) before
                  any contributions by the Company which would constitute annual
                  additions may be made to the Plan for that Limitation Year.
                  The Section 415 Suspense Account shall not share in any
                  earnings or losses of the Trust Fund.

SECTION 2         PROVISION PURSUANT TO SECTION 415(e) OF THE CODE

         This Section 2 shall not apply after December 31, 1999.

         (a)      Except as otherwise provided in Section 415(e) of the Code, in
                  any case in which an individual is a participant in both a
                  defined benefit plan and a defined contribution plan
                  maintained by the Affiliated Group, the sum of the defined
                  benefit plan fraction and the defined contribution plan
                  fraction for any Plan Year commencing on or after the
                  Effective Date shall not exceed 1. For purposes of the
                  preceding sentence,

                  (i)      the defined benefit plan fraction for any Plan Year
                           is a fraction (i) the numerator of which is the
                           projected annual benefit of the participant under the
                           plan (determined as of the close of the Plan Year),
                           and (ii) the denominator of which is the lesser of
                           (A) the product of 1.25, multiplied by the dollar
                           limitation in effect under Section 415(b)(1)(A) of
                           the Code for such Year, or (B) the product of 1.4,
                           multiplied by the amount which may be taken into
                           account under Section 415(b)(l)(B) of the Code with
                           respect to such participant under the plan for such
                           Year; and

                  (ii)     the defined contribution plan fraction for any Plan
                           Year is a fraction (i) the numerator of which is the
                           sum of the annual additions to the participant's

                                       37


                           account as of the close of the Plan Year and for all
                           prior Plan Years, and (ii) the denominator of which
                           is the sum of the lesser of the following amounts
                           determined for such Plan Year and for each prior Plan
                           Year of service with the Affiliated Group;

                           (A)      the product of 1.25, multiplied by the
                           dollar limitation in effect under Section
                           415(c)(1)(A) of the Code for such Plan Year, or

                           (B)      the product of 1.4, multiplied by the amount
                           which maybe taken into account under Section-415(c)
                           (1)(B) of the Code with respect to such participant
                           under such plan for such Plan Year.

         (b)      Such reductions as are necessary to comply with the
                  limitations of this Section with respect to a Participant in
                  this Plan shall be made in his/her accrued benefit in
                  accordance with applicable law; provided, however, that
                  reductions shall first be made in accrued benefits in
                  accordance with the provisions of any defined contribution
                  plan of a controlled group member in which the Participant
                  also participates prior to reduction in annual additions
                  pursuant to a defined benefit plan, and to that end the
                  Company shall reduce such accrued benefits to the extent
                  necessary so that the defined contribution fraction set forth
                  in Subsection (a) (1) of this Section is reduced so that such
                  limitations are not exceeded, and reduction of annual
                  additions shall then be made in accordance with the provisions
                  of this Plan as are necessary to comply with the limitations
                  of this Section.

SECTION 3         ANTI-DISCRIMINATION TEST

         Notwithstanding the terms of the Plan, the Pre-tax Savings Plan
Contributions of a Participant shall be limited, to the extent necessary to
satisfy the anti-discrimination tests set forth in Code Section 401(k)(3). For
each Plan Year the Average Actual Deferral Percentage for the Highly Compensated
Employees with respect to any Plan Year shall not exceed the greater of (a) or
(b):

         (a)      The average Actual Deferral Percentage for the Eligible
                  Employees who are Non-Highly Compensated Employees for the
                  Plan Year multiplied by 1.25, or

         (b)      The Actual Deferral Percentage for the Eligible Employees who
                  are Non-Highly Compensated Employees multiplied by 2;
                  provided, however, that the Average Actual Deferral Percentage
                  for the Highly Compensated Employees may not exceed the Actual
                  Deferral Percentage for the Eligible Employees who are
                  Non-Highly Compensated Employees by more than two (2)
                  percentage points (or such lesser amount as determined by the
                  Secretary of Treasury).

         If, at any time during a Plan Year, the Actual Deferral Percentage for
the Highly Compensated Employees exceeds or is reasonably expected by the
Committee to exceed the greater of (a) or (b) above, then the Committee, in its
sole and absolute discretion, shall distribute the Excess Contributions (as
hereinafter defined) and income allocable to the contributions to the Highly
Compensated Employees on whose behalf such Excess Contributions were made. For
purposes of this Section 3, Excess Contributions shall mean the amount
determined pursuant to

                                       38


Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall be
reduced, as determined by Secretary of the Treasury, by the amount of any Excess
Deferrals which are distributed to the Participant pursuant to Section 1 of
Article III. Any distribution of the Excess Contributions shall be made to each
Highly Compensated Employee based on his respective portion of the Excess
Contributions by reducing the amount of Pre-Tax Savings Plan Contributions
actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings
Plan Contribution is the greatest of the Highly Compensated Employees until such
Participant's Pre-Tax Savings Plan Contribution is equal to the Pre-Tax Savings
Plan Contribution of the Highly Compensated Employees whose Pre-Tax Savings Plan
Contribution is the second greatest and continuing to prospectively reduce the
amount of Company Contributions to be paid over to the Trust on behalf of the
Highly Compensated Employees in a like manner until the Actual Deferral
Percentage of the Highly Compensated Employees equals (by rounding up) for the
Plan Year the greater of (a) or (b) above.

         The income allocable to a Participant's Excess Contributions shall be
determined by multiplying the income allocable to the Participant's Pre-tax
Savings Plan Contribution by a fraction, the numerator of which is the
Participant's Excess Contribution and the denominator of which is the
Participant's balance in his Company Wage Reduction Contribution Account as of
the last day of the Plan Year.

         The Excess Contributions which would otherwise be distributed to the
Participant shall be adjusted for income; shall be reduced, in accordance with
regulations, by the amount of Excess Deferrals distributed to the Participant;
shall, if there is a loss allocable to the Excess Contributions, in no event be
less than the lesser of the Participant's Accounts under the Plan or the
Participant's Company Wage Reduction Contribution for the Plan Year.

         Amounts distributed under this Section 3 shall be treated as a
reduction in the amount of Compensation to be reduced pursuant to Section 1 of
Article III by each Participant.

         In calculating the actual deferral percentage for purposes of section
401(k), the actual deferral ratio of a Highly Compensated Employee will be
determined by treating all cash or deferred arrangements under which the Highly
Compensated Employee is eligible (other than those that may not be permissively
aggregated) as a single arrangement.

         This paragraph shall apply until January 1, 1997. In the case of a
Highly Compensated Employee who is one of the ten most Highly Compensated
Employees and is thereby subject to the family aggregation rules of section
414(q)(6), the actual deferral ratio (ADR) for the family group (which is
treated as one Highly Compensated Employee) is the ADR determined by combining
the elective contributions, compensation and amounts treated as elective
contributions of all eligible family members. Except to the extent taken into
account in the preceding sentence, the elective contributions, compensation, and
amounts treated as elective contributions of all family members are disregarded
in determining the Actual Deferral Percentages for the groups of Highly
Compensated Employees and nonhighly compensated employees.

         This paragraph shall apply until January 1, 1997. In the case of a
Highly Compensated Employee whose ADR is determined under the family aggregation
rules, the determination of the amount of excess contributions shall be made as
follows: The ADR is reduced in accordance

                                       39


with the "leveling" method described in section 1.401(k)-1(f)(2) of the
regulations and the excess contributions are allocated among the family members
in proportion to the contributions of each family member that have been
combined.

         Failure to correct Excess Contributions by the close of the Plan Year
following the Plan Year for which they were made will cause the Plan to fail to
satisfy the requirements of Code Section 401(k)(3) for the Plan Year for which
the Excess Contributions were made and for all subsequent years they remain in
the Trust Fund. The Company will be liable for a ten percent (10%) excise tax on
the amount of Excess Contributions unless they are corrected within two and
one-half (2 1/2) months after the close of the Plan Year for which they were
made.

         To the extent required by the Code and Treasury Regulations, the
limitations set forth in Section 2 shall be applied separately to each of the
Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for
purposes of applying this Section 3 for any Plan Year in which

         (a)      the ESOP Feature is maintained, and

         (b)      the requirements of Sections 401(k)(12) and 401(m)(11) of the
Code are not satisfied

         a single Actual Deferral Percentage will be calculated for the group of
eligible Employees who are Highly Compensated Employees and a single Actual
Deferral Percentage will be calculated for the group of Eligible Employees who
are Non-Highly Compensated Employees for the Plan Year, notwithstanding the
existence of the ESOP portion of the Plan and the disaggregation rules of
Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason
of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan
Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan
Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year
(including any Pre-Tax Savings Plan Contributions that are invested in Common
Stock) and such account is not part of the ESOP, and all Company Contributions
made in such Plan Year are allocated to the Company Contribution subaccount of
the Participant's Non-ESOP Account in such Plan Year (including any Company
Contributions that are invested in Common Stock) and such account is not part of
the ESOP.

                                       40


                                  ARTICLE XIII
                                    RESERVED

                                       41


                                  ARTICLE XIV
                           ADMINISTRATION OF THE PLAN

SECTION 1         SAVINGS PLAN COMMITTEE

         The Plan shall be administered by the Defined Contribution Plan
Committee which shall be appointed by the Board of Directors of the Company.

         The Committee shall consist of at least three (3) members who shall be
designated from time to time by the Board of Directors of the Company, and shall
act by at least a majority of members.

         The Committee, by a majority vote of its members, shall appoint a plan
administrator, chairman and secretary. The plan administrator as appointed by
the Committee shall be the "Named Fiduciary" of the Plan with respect to
administrative matters, and the Trustee shall be the "Named Fiduciary" with
respect to the handling of Plan assets.

         The Board of Directors shall, from time to time, notify the Trustee of
the number and the identity of the members of the Committee and the Trustee
shall be entitled to rely upon such notices.

SECTION 2         ADMINISTRATION OF THE PLAN BY THE COMMITTEE

         The Committee shall adopt such uniform and nondiscriminatory
administrative regulations under the Plan as it shall deem to be necessary or
appropriate for the efficient administration of the Plan.

         The Committee shall have sole and absolute discretion to interpret the
provisions of the Plan or Trust Agreement (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan or Trust Agreement),
to make factual findings with respect to any issue arising under the Plan, to
determine the rights and status under the Plan of Participants and other
persons, to decide disputes arising under the Plan and to make any
determinations and factual and other findings with respect to the benefits
payable thereunder and the persons entitled thereto as may be required for the
purposes of the Plan. In furtherance of, but without limiting, the foregoing,
the Committee is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Committee):

         (a)      to resolve questions (including factual questions) arising
                  under the provisions of the Plan as to any individual's
                  entitlement to become a Participant;

         (b)      to determine the amount of benefits, if any, payable to any
                  person under the Plan (including, to the extent necessary,
                  making any factual findings with respect thereto); and

         (c)      to conduct the review procedure specified in Section 3(g) of
                  this Article.

                                       42


         The Committee shall have full power and authority to administer the
Plan and to interpret its provisions, and its interpretations shall be final and
binding upon the Company, its personnel, the Union, the Trustee and all other
parties in interest, subject to the provisions of Section 3 of this Article.

SECTION 3         FIDUCIARY PROVISIONS

         (a)      Named Fiduciaries

                  Among the named fiduciaries under the Plan shall be the
                  Company, and the Trustee, investment advisors or insurance
                  companies, each of which shall have such powers, duties,
                  responsibilities and authority as shall be specified in the
                  Plan or trust agreement entered into for the purpose of
                  managing the Trust Fund, subject to any delegation thereof as
                  provided in the Plan or such trust agreement. Any other
                  person, entity, committee, board, department, office, or
                  identifiable part of any legal entity may be designated by the
                  Company as a named fiduciary by an instrument signed by the
                  Company, delivered to such designated named fiduciary and to
                  the Trustee and accepted in writing by the designated named
                  fiduciary. Any such designation may be terminated at any time
                  by the Company or by such named fiduciary by written notice
                  delivered to the other of them and to the Trustee.

         (b)      Liability of Fiduciaries

                  To the extent permitted by law, (1) neither the Company nor
                  any director, officer, or Employee shall be personally liable
                  upon any contract or other instrument made or executed by
                  him/her or it or in his/her or its behalf in the
                  administration of the Plan or the Trust Fund; (2) neither the
                  Company nor any director, officer, or Employee who is a
                  fiduciary shall be liable for the neglect, omission or
                  wrongdoing of any other fiduciary; (3) the Company, person,
                  committee or board and each member thereof to whom the Company
                  delegates (or the Plan or trust agreement assigns) any duty
                  with respect to the Plan or Trust Fund, may rely and shall be
                  fully entitled to act upon the advice of counsel, who may be
                  of counsel for the Company, and upon the opinion, certificate,
                  valuation, report, recommendation or determination of an
                  actuary appointed by the Company to assist in the operation of
                  the Plan; (4) the Company and each director, officer, or
                  Employee who is a fiduciary shall be solely responsible for
                  his/her own acts or omissions; and (5) if any responsibility
                  of the Company or of a director, officer, or Employee who is a
                  fiduciary is allocated to any other person or if a person is
                  designated to carry out any responsibility in accordance with
                  the provisions of the Plan or trust agreement, then such
                  fiduciary shall not be responsible for any act or omission of
                  such person in carrying out such responsibility.

         (c)      Delegation of Fiduciary Duties

                  The Company may delegate to any person, entity, committee,
                  board, department, office, or identifiable part of any legal
                  entity any one or more powers, functions,

                                       43


                  duties or responsibilities with respect to the Plan or the
                  Trust Fund, provided that no such power, function, duty or
                  responsibility which is assigned to a fiduciary (other than
                  the Company) pursuant to some other Section of the Plan or the
                  trust agreement shall be so delegated without the written
                  consent of such fiduciary.

                  Any delegation pursuant to the preceding provisions: (1) shall
                  be signed by the Company and be delivered to and accepted in
                  writing by the delegate, (2) shall contain such provisions and
                  conditions relating to such delegation as the Company deems
                  appropriate, (3) may be amended from time to time by written
                  agreement signed on behalf of the Company and the delegate and
                  (4) may be revoked (in whole or in part) at any time by
                  written notice from the Company delivered to the delegate or
                  from the delegate to the Company.

         (d)      Personal Liability of Non-Fiduciaries

                  Except for gross neglect or malfeasance, no non-fiduciary
                  officers, directors or Employees of the Company shall be
                  personally liable for acts done hereunder or related hereto,
                  or for the making, retention or sale of any contract or
                  contracts made as herein provided, or for the failure to
                  invest or reinvest any funds or for any loss to or diminution
                  of the Trust Fund, nor shall any of them be personally liable
                  for or answerable to any Participant or any other person in
                  connection with any exercise of discretion under the terms of
                  this instrument relating to the payment or non-payment of
                  benefits.

         (e)      Defense of Fiduciaries and Non-Fiduciaries

                  The Company shall, at its expense, defend or provide for the
                  defense of any or all fiduciary or non-fiduciary officers,
                  directors or employees of the Company against any such claims,
                  allegations, suits, or charges relating to or incidental to
                  the above matter, and shall continue to do so in any given
                  cases, unless and until it shall clearly appear that gross
                  neglect or malfeasance is involved in any such particular
                  case.

         (f)      Claims for Benefits

                  Claims for benefits from this Plan shall be submitted to the
                  designated representative of the Committee on such forms as
                  may be designated by the Committee.

         (g)      Appeals Procedure

                  Upon the denial of any form of benefit, either partial or
                  total, the Participant or Designated Beneficiary shall have
                  the right to receive from the Committee a written notice
                  stating:

                  (i)      The specific reason for denial,

                  (ii)     The pertinent Section of the Plan on which the denial
                           was based,

                                       44


                  (iii)    Other information the Committee may feel necessary to
                           explain the denial, and

                  (iv)     An explanation of the claims review procedure.

         The Participant, Designated Beneficiary or a duly authorized
representative, may, within ninety (90) days of such denial, file with the Plan
Administrator an appeal for review of denial of benefits. In considering any
appeal pursuant to this Section 3(g), the Plan Administrator shall have the same
powers to interpret the Plan and make factual findings with respect thereto as
are granted to the Committee under Section 2 hereof. The Participant, Designated
Beneficiary or duly authorized representative shall have the right to examine
all pertinent documents relating to the original denial within sixty (60) days
of the filing date of such appeal, the Committee shall review such appeal and
provide the Participant a decision as to denial or approval. Such decision shall
be in writing and shall cover all pertinent facts considered in making the
decision.

SECTION 4         ACTION BY THE COMPANY

         Any action by the Company under this Plan shall be made pursuant to
authorization of its Board of Directors.

SECTION 5         DELEGATION OF TRUSTEE'S FUNCTIONS

         The Trustee and the Committee may, by agreement in writing, arrange for
the delegation by the Trustee to the Company of any of the functions of the
Trustee, except the custody and distribution of assets, the voting of Common
Stock held by the Trustee, and the purchase and sale or redemption of
securities.

SECTION 6         DUTIES OF THE TRUSTEE

         The Trustee shall keep accurate and detailed accounts of all
investments, receipts and disbursements and other transactions.

         The Trustee shall annually, following the close of each Plan Year,
revalue and adjust each Participant's Account at its current market value at the
end of the Plan Year.

         The Trustee shall furnish at least annually to each Participant a
statement showing the status of his/her Account under the Plan. This statement
shall be deemed to have been accepted as correct unless written notice to the
contrary is received by the Trustee within thirty (30) days after its mailing or
delivery (if distribution is other than by mail) to a Participant.

SECTION 7         ACCOUNTS OF THE TRUSTEE

         The annual financial statement of the Plan shall be audited annually by
auditors selected by the Company.

SECTION 8         RECORDS

                                       45


         The records of the Trustee, Committee and the Company shall be
conclusive with respect to all matters involved in the administration of this
Plan.

SECTION 9         VOTING OF COMMON STOCK

         (a)      Each Participant shall have the right to direct the Trustee as
                  to the manner in which voting rights with respect to shares of
                  Common Stock held in the Participant's Account shall be
                  exercised.

         (b)      In order to implement the voting rights granted in this
                  Section, the Company shall furnish to the Trustee such
                  information as will be distributed to shareholders of the
                  Company in connection with each such vote and a form for the
                  use by Participants in directing the Trustee as to the manner
                  in which voting rights shall be exercised (the "Documents"),
                  in quantities approximately equal to the number of
                  Participants holding shares of Common Stock in Accounts at the
                  time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each
                  Participant the Documents as soon as practicable following the
                  furnishing of the Documents to the Trustee. The Trustee will
                  follow the written directions of each Participant with respect
                  to the voting of the shares of Common Stock held in such
                  Participant's Account, provided that such written directions
                  are received by the Trustee by the close of business two (2)
                  days prior to the time such shares must be voted. Any such
                  written direction by a Participant to the Trustee shall be
                  effective as of the date such direction is received by the
                  Trustee. Each Participant shall be permitted to revoke or
                  change such direction, provided such revocation or change is
                  received in writing by the Trustee by the close of business
                  two (2) days prior to the time such shares of Common Stock
                  must be voted.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 9(b) of this Article, the Trustee
                  shall vote all shares of Common Stock held in such
                  Participant's Account in the same manner in which the Trustee
                  is directed by Participants, pursuant to Section 9(b) of this
                  Article, to vote the majority of the aggregate shares of
                  Common Stock held in such Participants' Accounts unless the
                  Trustee is required, by ERISA, to vote the stock in a
                  different manner.

         (d)      The right granted to each Participant pursuant to this Section
                  9 to direct the manner in which shares of Common Stock
                  allocated to such Participant's Account are voted, and the
                  provisions instructing the Trustee regarding the manner in
                  which voting rights with respect to such shares shall be
                  exercised in the absence of written directions from a
                  Participant, shall include the manner in which the rights with
                  respect to corporate action by shareholder consent is
                  exercised.

         (e)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Documents and to
                  exercise all of the rights granted to each such Participant
                  pursuant to this Section 9 in the event of the death of such
                  Participant.

SECTION 10        NOTICES

                                       46


         All notices, reports and statements given, made, delivered or
transmitted to a Participant shall be duly given, made, delivered or transmitted
as the Committee may deem appropriate.

         All directions, notices and other communications from Participants to
the Committee shall be in such form as may be prescribed by the Committee.

         Such written directions, notices and other communications shall be
mailed by first class mail or delivered to the secretary of the Committee and
shall be deemed to have been given when received by the secretary or his/her
duly authorized representative.

SECTION 11        COSTS AND EXPENSES

         Except as provided in Article XV Section 3 with respect to transaction
expenses, all costs and expenses incurred in the administration of the Plan
shall be paid by the Company; provided, however, that any taxes which may be
imposed on the income or the assets of the trust shall be paid out of the assets
in the hands of the Trustee and shall be charged ratably against the Accounts of
the Participants. Notwithstanding the foregoing, any taxes incurred by reason of
specific investments or transactions shall be charged against those Accounts of
the Participants which were involved in such investments or transactions on the
basis of the respective interests of such Accounts in the investments or
transactions generating such tax liability.

SECTION 12        MISCELLANEOUS

         (a)      Construction Of Agreement

                  The Plan shall be governed by and construed in accordance with
                  the laws of the State of Ohio, to the extent those laws have
                  not been superseded by Federal law (which shall otherwise
                  apply).

         (b)      Participant's Rights

                  Participation in the Plan by a Participant shall in no way
                  affect any of the Company's rights as contained in the Basic
                  Labor Agreement between the Company and the Union.

         (c)      Headings

                  The headings and captions contained in this document are for
                  convenience of reference only, and are not deemed to
                  constitute a part of the Plan.

         (d)      Against Public Policy

                  Should any provision (or part of any provision) of this Plan
                  be determined by a court of competent jurisdiction to be
                  contrary to law or unenforceable as a matter of public policy,
                  such provision shall be considered severable, and this Plan
                  shall be considered not to include the provision in issue. The
                  Plan shall be construed by the Committee, by the Plan
                  Administrator, and all other persons relying on this document
                  as though such provision (or part thereof) did not exist, and
                  the Plan

                                       47


                  shall be applied and enforced in the manner determined by the
                  Plan Administrator to be most nearly consistent with the
                  deleted provision as is permissible under law and public
                  policy.

         (e)      Certain Reversions to the Company Permitted

                  Reversions of contributions to the Company will be permitted
                  to the extent provided by Section 403(c) of ERISA.

                  Any contribution made by the Company because of a mistake of
                  fact must be returned to the Company within one year of the
                  contribution.

                  In the event the deduction of a contribution made by the
                  Company is disallowed under section 404 of the Code, such
                  contribution (to the extent disallowed) must be returned to
                  the Company within one year of the disallowance of the
                  deduction.

                  In the event that the Commissioner of Internal Revenue
                  determines that the plan is not initially qualified under the
                  Internal Revenue Code, any contribution made incident to that
                  initial qualification by the Company must be returned to the
                  Company within one year after the date the initial
                  qualification is denied, but only if the application for the
                  qualification is made by the time prescribed by law for filing
                  the Company's return for the taxable year in which the plan is
                  adopted, or such later date as the Secretary of the Treasury
                  may prescribe.

         (f)      Payment to Minor or Incompetent Person

                  In the event that any benefit payable under this Plan is
                  payable to or for the benefit of a minor, an incompetent
                  person, or other person incapable of receipting therefor, such
                  benefit shall be deemed paid when paid to such person's
                  guardian or to the party providing or reasonably appearing to
                  provide for the care of such person, and such payment shall
                  fully discharge the Trustee, the Plan Administrator, the
                  Company and all other parties with respect thereto.

         (g)      Forfeiture if Participant or Designated Beneficiary Cannot Be
                  Located

                  In the event that any benefit payable under this Plan to any
                  Participant or Designated Beneficiary cannot be paid because
                  the proper payee cannot be located or identified by the
                  Trustee, such benefit shall be deemed forfeited thirty-six
                  (36) months from the date on which the Trustee or Plan
                  Administrator first attempted to locate such payee, provided,
                  however, that upon presentation by such proper payee of a
                  subsequent claim for such forfeited benefit, the full amount
                  of the forfeited benefit shall be restored.

         (h)      Merger or Consolidation

                  In the event of the merger or consolidation of this Plan (or
                  any part thereof) into any other plan, or the transfer to or
                  from this Plan of any of the assets held for the benefit of
                  Participants and Designated Beneficiaries, each Participant
                  and

                                       48


                  Designated Beneficiary affected by such merger, consolidation
                  or transfer shall have an accrued benefit in the surviving or
                  transferee plan (determined as if such plan were then
                  terminated immediately after such merger, consolidation or
                  transfer) that is equal to or greater than his/her accrued
                  benefit to which he/she would have been entitled, had the Plan
                  been terminated immediately prior to the occurrence of such
                  merger, consolidation or transfer.

         (i)      Electronic Media

                  Notwithstanding any provision of the Plan to the contrary,
                  including any provision which requires the use of a written
                  instrument, to the extent permitted by applicable law, the
                  Committee may establish procedures for the use of electronic
                  media in communications and transactions between the Plan or
                  the Committee and Participants and Beneficiaries. Electronic
                  media may include, but are not limited to, e-mail, the
                  Internet, intranet systems and automated telephonic response
                  systems.

         (j)      Plan Conversions

                  Notwithstanding any provision of the Plan to the contrary,
                  during any conversion period, in accordance with procedures
                  established by the Committee, the Committee may temporarily
                  suspend, in whole or in part, certain provisions of the Plan,
                  which may include, but are not limited to, a Participant's
                  right to change his contribution election, a Participant's
                  right to change his investment election and a Participant's
                  right to borrow or withdraw from his Account or obtain a
                  distribution from his Account.

SECTION 13        DESIGNATION OF TRUSTEE

         In order to implement the Plan, the Company will enter into a trust
agreement with the Trustee to the end that contributions of the Participants and
the contributions of the Company shall be invested in accordance with the
provisions of this Plan and shall be held in Trust for the exclusive benefit of
the Participants or their Designated Beneficiaries.

         The Company may, without further reference to or action by any
Participant, from time to time, enter into such further agreements with the
Trustee or other parties and make such amendments to said trust agreements or
said further agreements as it may be necessary or desirable to carry out the
Plan, may from time to time designate a successor Trustee or successor Trustees,
or may take such other steps to execute such other instruments as it may deem
necessary or desirable to put the Plan into effect or to carry out the
provisions thereof.

SECTION 14        TENDER AND EXCHANGE OFFERS

         Notwithstanding any other provision contained herein to the contrary
(including, without limitation, the provisions of ARTICLE XIII), in the event
the Trustee receives (i) any tender offer which is subject to Section 14(d)(1)
of the Securities Exchange Act of 1934, as amended from time to time, and to
regulations promulgated thereunder, or (ii) any other offer or option to

                                       49


buy or exchange more than thirty (30) percent of the outstanding shares of
Common Stock, the provisions of this Section 14 of ARTICLE XIV shall apply.

         (a)      Each Participant shall have the right to direct the Trustee as
                  to whether to tender and sell or exchange pursuant to such
                  offer any whole and fractional shares of Common Stock held in
                  the Participant's Account.

         (b)      In order to implement the rights granted in this Section 14 of
                  ARTICLE XIV, the Company shall furnish to the Trustee such
                  information as may be distributed by it to shareholders of the
                  Company in connection with each such offer (the "Tender
                  Document"), in quantities approximately equal to the number of
                  Participants holding shares of Common Stock in Accounts at the
                  time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each
                  Participant the Tender Documents together with all other
                  materials that the Trustee receives as a shareholder from any
                  other party with respect to such offer (the "Additional Tender
                  Documents") and a form prepared by the Trustee for the use by
                  Participants in directing the Trustee as to whether or not
                  shares of Common Stock in the Participants' Accounts shall be
                  tendered and sold or exchanged as soon as practicable
                  following the furnishing of the Tender Documents and
                  Additional Tender Documents to the Trustee. The Trustee will
                  follow the written directions of each Participant with respect
                  to the tender, and sale or exchange if the tender is accepted,
                  of the whole and fractional shares of Common Stock held in
                  such Participant's Account, provided that such written
                  directions are received by the Trustee by the close of
                  business two (2) days prior to the time such shares must be
                  tendered. Any such written direction by a Participant to the
                  Trustee shall be effective as of the date such direction is
                  received by the Trustee. Each Participant shall be permitted
                  to revoke or change such direction, provided such revocation
                  or change is received in writing by the Trustee by the close
                  of business two (2) days prior to the time such shares of
                  Common Stock must be tendered. The Trustee shall tender all
                  shares of Common Stock as to which valid and timely directions
                  to do so have been received by it and have not been
                  subsequently timely revoked prior to the expiration date of
                  the offer to which the directions relate, and, to the extent
                  the tender is accepted, the shares so tendered shall be sold
                  or exchanged as soon as practical thereafter. Each Participant
                  may direct the Trustee to withdraw any shares of Common Stock
                  in the Participant's Account which were previously tendered,
                  and the Trustee shall withdraw such shares of Common Stock
                  prior to the withdrawal date of the offer, provided such
                  direction is received in writing by the Trustee by the close
                  of business two (2) days prior to the withdrawal date of the
                  offer. Any and all directions given to the Trustee by any
                  Participant pursuant to this Section 14 of ARTICLE XIV shall
                  remain in the strict confidence of the Trustee.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 14(b) of ARTICLE XIV, the Trustee
                  shall tender, and sell or exchange in the event the tender is
                  accepted, at the times provided in Section 14(b) of ARTICLE
                  XIV, all whole and fractional shares of Common Stock held in
                  such Participant's Account only if the Trustee is directed by
                  Participant, pursuant to Section 14(b) of

                                       50


                  ARTICLE XIV, to tender and sell or exchange the majority of
                  the aggregate shares of Common Stock held in such
                  Participants' Accounts.

         (d)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Tender Documents and
                  Additional Tender Documents and to exercise all of the rights
                  granted to each such Participant pursuant to this Section 14
                  of ARTICLE XIV in the event of the death of such Participant.

         (e)      The price at which sales of the Company's Common Stock in
                  accordance with this Section 14 of ARTICLE XIV pursuant to a
                  tender or exchange offer described herein shall be credited to
                  the Participants' Accounts shall be the price paid in
                  connection with the tender or exchange offer. Shares of Common
                  Stock sold in accordance with this Section 14 of ARTICLE XIV
                  pursuant to a tender of exchange offer described herein shall
                  not be considered in computing weighted average price under
                  Section 2 of ARTICLE XV. The cash proceeds from the sale or
                  exchange of any shares of Common Stock tendered and sold or
                  exchanged pursuant to this Section 14 of ARTICLE XIV shall be
                  invested in accordance with the terms of the Plan. If, as a
                  result of a tender and sale or exchange, the Trustee receives
                  securities or other property, such securities or property
                  shall be held or reinvested in accordance with the terms of
                  the Plan. Any shares of Common Stock tendered or offered but
                  not purchased or exchanged shall be held or reinvested by the
                  Trustee in the trust created under this Plan in accordance
                  with the terms of the Plan.

         (f)      Transactions in the Company's Common Stock pursuant to a
                  tender or exchange offer in accordance with this Section 14 of
                  ARTICLE XIV need not be made through the facilities of the New
                  York Stock Exchange.

         (g)      The Account of each Participant for whom the Trustee has sold
                  or exchanged shares of Common Stock in connection with any
                  tender offer or exchange offer described in this Section 14 of
                  ARTICLE XIV shall be charged with a pro rata share of all
                  expenses incurred by the Trustee in all sales or exchanges
                  pursuant to such offer.

                                       51


                                   ARTICLE XV
                       SECURITIES TRANSACTIONS BY TRUSTEE

SECTION 1         TRANSACTION PERIOD

         For convenience in administration, the Committee and the Trustee shall
establish a period for (a) the purchase and sale of Mutual Fund shares or the
Company's Common Stock or (b) the deposit and withdrawal of Cash With Interest,
which shall be known as a Transaction Period. The Transaction Period shall
commence at 4:00 p.m. Eastern Time on a day when both the Trustee and the New
York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern
Time on the next succeeding day when both the Trustee and the New York Stock
Exchange are open for business. All purchases and sales of the Company's Common
Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest
made by the Trustee during the Transaction Period shall be in accordance with
the instructions and directions of the Participants (or of the Company as to
purchases of the Company's Common Stock with amounts to be credited to a
Participant's Account from Company Contributions attributable to Participant's
Contributions) which are received during a Transaction Period. The Trustee shall
not be required to respond to any subsequent instruction or direction received
during any Transaction Period until the next succeeding Transaction Period.

SECTION 2         POOLED ACCOUNT FOR SECURITIES TRANSACTIONS

         The transaction price for purchases and sales of Company's Common Stock
shall be determined based upon the closing price of the Company's Common Stock
on the New York Stock Exchange on a day when both the Trustee and the New York
Stock Exchange are open for business, times the total number of shares of the
Company's Common Stock in the Common Stock pooled account, plus uninvested cash
and accrued income, divided by the number of shares in the Common Stock pooled
account.

         The transaction price for purchases and sales in each of the Mutual
Funds shall be determined based upon the closing price of each such Mutual Funds
on a day when both the Trustee and the New York Stock Exchange are open for
business, times the total number of shares in each such Mutual Funds pooled
account, plus uninvested cash and accrued income; divided by the total number of
shares of each such Mutual Funds pooled account.

         Purchases and sales of the Cash With Interest Investment Option shall
be charged or credited on the basis of actual purchase and sale prices for the
particular transaction.

SECTION 3         ALLOCATING TRANSACTION EXPENSE

         Each Participant for whom the Trustee has sold and/or purchased shares
in one or more of the Investment Options available in the Plan pursuant to the
Participant's specific investment directions shall be charged for the expenses
incurred by the Plan in the exercise of the Participant's specific investment
option direction.

SECTION 4         REGISTRATION OF SECURITIES

                                       52


         Securities held by the Trustee may be registered in the name of the
Trustee or its nominee.

SECTION 5         MISCELLANEOUS

         The Trustee shall invest in the Company's Common Stock Investment
Option, the Cash With Interest Investment Option, or Mutual Fund Investment
Option as promptly as practicable after the receipt of Employee contributions.
Contributions temporarily held for investment in one of the Investment Options
shall be invested by the Trustee in a short term fund approved by the Committee.
All Transactions in the Company's Common Stock shall be made through the
facilities of the New York Stock Exchange except for the purchase of stock from
the Company as provided in Section 4 of Article V.

                                       53


                                   ARTICLE XVI
                                  ASSIGNABILITY

         It is a condition of the Plan, and all rights of each Participant shall
be subject thereto, that, except as provided in a qualified domestic relations
order as defined in Section 414(p) of the Code, no right or interest of any
Participant in the Plan or in the Account shall be assignable or transferable in
whole or in part, either directly or by operation of law or otherwise,
including, but not by the way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, but excluding the
consequence of death, or mental incompetency, and no right of interest of any
Participant of the Plan or in the Account shall be liable for, or subject to,
any obligation or liability of such Participant. Notwithstanding any provision
of the Plan to the contrary, effective for judgments, orders, decrees or
settlements issued on or after August 5, 1997, the Plan shall honor a judgment,
order, decree or settlement providing for the offset of all or a part of a
Participant's benefit under the Plan, to the extent permitted under Code Section
401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii)
relating to the protection of the Participant's spouse (if any) are satisfied.

                                       54


                                  ARTICLE XVII
         AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN

SECTION 1         AMENDMENT

         Subject to Section 2 of this Article XVII, the Company may at any time
and from time to time, amend the Plan if in the opinion of the Company such
amendment is necessary to enable the Plan to meet the requirements of the Code
(including the regulations and rulings issued thereunder) or the requirements of
any governmental authority.

SECTION 2         LIMITATION ON AMENDMENT

         The Company shall make no amendment to the Plan which shall result in
the forfeiture or reduction of the interest of any Employee, Participant, former
Participant or person claiming under or through any one or more of them pursuant
to the Plan, except that nothing herein contained shall restrict the right to
amend the provisions hereof relating to the administration of the Plan.
Moreover, no such amendment shall be made hereunder which shall permit any part
of Participants' contributions to revert to any Company or be used or be
diverted to purposes other than the exclusive benefit of Employees,
Participants, former Participants, and beneficiaries.

SECTION 3         TERMINATION

         This Plan shall continue in effect until and including the 31st day of
July, 2004. Thereafter it shall renew itself for yearly periods unless written
notice is given by either party to the other not less than sixty (60) days, but
not more than seventy-five (75) days, prior to the expiration date or any
extension thereof, that it is desired to terminate or amend the Plan. In the
event such notice is given, the parties shall begin negotiations not less than
forty-two (42) days prior to the termination date, unless otherwise mutually
agreed to. If negotiations are not completed prior to the expiration date, this
Plan shall terminate unless extended by mutual agreement of the parties. Upon
termination, this Plan shall terminate in all respects, except that no
distributions shall be made from the Plan until ninety (90) days following such
termination, and any distributions made upon termination of the Plan shall be
subject to the terms of Article XI Section 3. Except as herein otherwise
provided, no provision of this Plan shall be subject to change prior to the
expiration date as determined above.

         Upon any termination or partial termination of the Plan, the rights of
each Participant to the assets then held in his/her Account under the Plan shall
be non-forfeitable.

                                       55


                          ARTICLE XVIII - ESOP FEATURE

SECTION 1         ESTABLISHMENT OF ESOP

         (a)      The provisions of this Article XVIII shall become effective
                  January 1, 2002.

         (b)      The Plan shall consist of two components, the ESOP Feature and
                  the Non-ESOP Feature. The ESOP Feature shall consist of the
                  ESOP Account. The ESOP Feature is intended to qualify as a
                  stock bonus plan under Code Section 401(a) and as an employee
                  stock ownership plan under Code Section 4975(e)(7). The ESOP
                  Feature is designed to invest primarily in "qualifying
                  employer securities," as defined in Code Sections 4975(e)(8)
                  and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is
                  described in this Article XVIII. The provisions of this
                  Article XVIII shall supercede any contrary provisions of the
                  Plan.

SECTION 2         ESOP ACCOUNT

         (a)      The Committee shall establish an ESOP Account in the name of
                  each Participant and shall thereafter maintain a record
                  thereof.

         (b)      The ESOP Account of each Participant shall be credited and
                  debited periodically during each Plan Year in which the ESOP
                  is maintained with any additions or reductions in the number
                  of shares of Common Stock held for such Participant in the
                  Plan due to the reallocation of the investment of the
                  Participant's Non-ESOP Account and ESOP Account, and with any
                  stock and cash dividends paid on Common Stock attributable to
                  units of the Common Stock fund.

         (c)      In the event that a Participant elects a partial liquidation
                  of the investment of his Account in Common Stock pursuant to
                  Section 5 of Article V, Common Stock shall be liquidated
                  pro-rata from the Participant's Non-ESOP Account and ESOP
                  Account.

SECTION 3         ESOP CONTRIBUTIONS

         The Company, in its discretion, may make ESOP Contributions from time
to time in such amounts as are determined by the Company. All ESOP Contributions
shall be made in Common Stock. ESOP Contributions for a Plan Year shall be
allocated among active Participants for the Plan Year. The amount allocated to
each active Participant shall be determined by multiplying each active
Participant's Compensation for such Plan Year by a fraction, the numerator of
which is the ESOP Contribution for such Plan Year, and the denominator of which
is the total Compensation of all active Participants for such Plan Year. ESOP
Contributions shall be treated as Company Contributions for purposes of
distributions and withdrawals from the Plan. The ESOP Contribution subaccount of
a Participant shall be invested in Common Stock, subject to the diversification
rules provided in Section 4 of this Article.

SECTION 4         DIVERSIFICATION OF INVESTMENT

                                       56


         Participants who are at least age 55 may diversify the investment of
amounts, including amounts not Vested, held in their ESOP Accounts by
transferring amounts out of the Common Stock fund to one of the other Investment
Options in accordance with the provisions of Section 5 of Article V. Any
transfer of such amounts out of the Common Stock fund to another Investment
Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP
Feature.

SECTION 5         PUT OPTION

         (a)      If shares of Common Stock distributable to a Participant or
                  his Beneficiary are at the time of the distribution not
                  readily tradable on an established market, the Participant or
                  Beneficiary will have an option (the "Put") to require the
                  Company to purchase all of the shares actually distributed to
                  him. The Put may be exercised at any time during the Option
                  Period (as defined below) by giving the Company written notice
                  of the election to exercise the Put. The Put may be exercised
                  by a former Participant or the Beneficiary only during the
                  Option Period in which the former Participant or Beneficiary
                  receives a distribution of shares of Common Stock.

         (b)      The "Option Period" is the 60-day period following the day on
                  which a Participant or his Beneficiary receives a
                  distribution. If the former Participant or Beneficiary does
                  not exercise the Put during that 60-day period, the Option
                  Period will also be the 60-day period beginning after the new
                  determination of the fair market value of Common Stock by the
                  Committee (and notice to the Participant) in the following
                  Plan Year. The Option Period will be extended by the amount of
                  time during which the Company is unable to honor the Put by
                  reason of applicable federal or state law.

         (c)      The "Option Price" will be the fair market value of each share
                  of Common Stock as of the valuation date immediately preceding
                  the date the Put is exercised, multiplied by the number of
                  shares to be sold under the Put, with appropriate adjustments
                  to reflect intervening stock dividends, stock splits, stock
                  redemptions, or similar changes to the number of outstanding
                  shares.

         (d)      The terms of payment for the sale of Common Stock pursuant to
                  the Put shall be as provided in the Put and may be either paid
                  in a lump sum or in installments as provided by the Committee.
                  An agreement to pay through installments shall be permissible
                  only if the Common Stock subject to the put option is part of
                  a 'total distribution,' as defined in Code Section 409(h)(5),
                  and--

                  (i)      the agreement is adequately secured, as determined by
                           the Committee,

                  (ii)     a reasonable rate of interest is charged, as
                           determined by the Committee,

                  (iii)    annual payments are equal,

                  (iv)     installment payments must begin not later than 30
                           days after the date the Put option is exercised, and

                                       57


                  (v)      the term of the payment does not extend beyond five
                           years from the date the Put option is exercised.

         (e)      The Put will not be assignable, except that the former
                  Participant's donees or, in the event of a Participant's
                  death, his personal representative, will be entitled to
                  exercise the Put during the Option Period for which it is
                  applicable.

         (f)      The Trustee in its discretion may, with the Company's consent,
                  assume the Company's obligation under this Section at the time
                  a former Participant or Beneficiary exercises the Put. If the
                  Trustee does assume the Company's obligations, the provisions
                  of this Section that apply to the Company will also apply to
                  the Trustee.

         (g)      The Put will also apply to shares of Common Stock that are
                  publicly traded without restriction when distributed but which
                  cease to be publicly traded or which become subject to a
                  trading limitation during the Option Period. In that event,
                  the Committee will notify in writing each former Participant
                  or Beneficiary to whom the Put becomes applicable that the
                  shares of Common Stock held by the former Participant or
                  Beneficiary are subject to the Put for the remainder of the
                  applicable Option Period and will inform the Participant or
                  Beneficiary of the terms of the Put. If the written notice is
                  given later than ten days after the shares of Common Stock
                  cease to be publicly traded or become subject to a trading
                  limitation, the period during which the Put may be exercised
                  will be extended by the number of days between the tenth day
                  and the date the notice is actually given.

         (h)      The Committee will notify each former Participant or
                  Beneficiary who is eligible to exercise the Put of the fair
                  market value of each share of Common Stock as soon as
                  practicable following its determination. The Committee and the
                  Company will send all notices required under this Subsection
                  to the last known address of a former Participant or
                  Beneficiary, and it will be the duty of those persons to
                  inform the Committee of any changes in address.

SECTION 6         PAYMENT OF DIVIDENDS

         (a)      The Committee, in its sole discretion, may provide that any
                  dividends paid in cash during the Plan Year on shares of
                  Common Stock in which Participants' ESOP Accounts are invested
                  shall be (i) paid in cash directly to the Participant, (ii)
                  paid to the Plan and subsequently distributed to the
                  Participant in cash no later than 90 days after the close of
                  the Plan Year in which the dividends are paid to the Plan, or
                  (iii) at the election of the Participant, either (A) paid to
                  the Participant as provided in Clause (i) or (ii) (as
                  determined by the Committee) or (B) paid to the Participant's
                  ESOP Account to be reinvested in the Common Stock. Such
                  dividends shall be paid in accordance with procedures
                  established by the Committee.

         (b)      If an election pursuant to Paragraph (a)(iii) is provided by
                  the Committee, each Participant may make the election, in the
                  manner and at the time specified by the

                                       58


                  Committee, with respect to dividends received on shares of
                  Common Stock comprising the portion of the Common Stock fund
                  allocated to the Participant's ESOP Account. If an election
                  pursuant to Paragraph (a)(iii) is provided by the Committee
                  and a Participant does not make such an election, such
                  dividends shall be paid to the Participant's ESOP Account to
                  be reinvested in Common Stock.

         (c)      The Beneficiary of a deceased participant shall have the same
                  rights as a Participant has under this Section 6.

         (d)      The provisions of this Section 6 are intended to comply with
                  Section 404(k) of the Code, and shall be interpreted and
                  construed accordingly.

SECTION 7         INDEPENDENT APPRAISER

         Common Stock held in Participants' ESOP Accounts shall be valued as of
each valuation date, or at the discretion of the Committee, more frequently. All
valuations of Common Stock held in Participants' ESOP Accounts which is not
readily tradable on an established securities market shall be made by an
independent appraiser meeting requirements similar to those contained in
Treasury Regulations under Code Section 170(a)(1).

SECTION 8         SHARE LEGEND

         Shares of Common Stock in the ESOP Feature held or distributed by the
Trustee may include such legend restrictions on transferability as the Company
may reasonably require in order to assure compliance with applicable federal and
state securities laws.

                                       59


         IN WITNESS WHEREOF, the Cooper Tire & Rubber Company has caused this
Restated Plan to be executed and adopted this 26th day of February, 2002.

                                    COOPER TIRE & RUBBER COMPANY

                                    By:/s/ Stephen O. Schroeder
                                       -----------------------------------------
                                    Treasurer

                                    By:/s/ Richard N. Jacobson
                                       -----------------------------------------
                                    Assistant Secretary

                                       60


                             AMENDMENT NO. 1 TO THE
                          COOPER TIRE & RUBBER COMPANY
                    PRE-TAX SAVINGS PLAN (BOWLING GREEN-SEAL)
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)

                  The Cooper Tire & Rubber Company (the "Company") hereby adopts
this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Bowling Green-Seal) (As Amended and Restated Effective as of January 1, 2001)
(the "Plan"). The provisions of this Amendment shall be effective as of January
1, 2002, unless otherwise indicated. Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.

                  One of the purposes of this Amendment is to reflect the
adoption of various provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to
satisfy the "good faith" compliance requirements of EGTRRA and to be construed
in accordance with EGTRRA and guidance issued thereunder.

                                    SECTION 1

                  Section (12) of Article I of the Plan is hereby amended in its
entirety to read as follows:

                  "(12) 'Compensation' - includes all payments of wages, bonus,
                  Company Wage Reduction Contributions to this Plan and any
                  taxable payments paid to the Participant in a calendar year,
                  except that there shall be excluded from Compensation:
                  supplemental unemployment benefits, supplemental worker's
                  compensation, accident and sickness benefits, and other
                  amounts which either are excludable or deductible from income
                  in whole or in part for federal income tax purposes or which
                  represent payments pursuant to a program of benefits or
                  deferred compensation (other than Company Wage Reduction
                  Contributions), whether or not qualified under the Code.

                  Notwithstanding the above, the maximum amount of compensation
                  taken into account each year for all computations shall not
                  exceed the amount prescribed pursuant to Section 401(a)(17) of
                  the Code, as amended, or such amount as the Secretary of the
                  Treasury shall prescribe from time to time."

                                    SECTION 2

                  Section 1(a)(ii) of Article III of the Plan is hereby amended
in it entirety to read as follows:

                  "(ii) the dollar limitation contained in Section 402(g) of the
                  Code in effect for such taxable year."

                                    SECTION 3

                                       61


                  Section 1 of Article IV of the Plan is hereby amended by (i)
deleting the fifth paragraph therein and (ii) deleting the word "either" and the
phrase "or multiple use rules" in the sixth paragraph where they occur therein.

                                    SECTION 4

                  Section 1(a) of Article IX of the Plan is hereby amended in
its entirety to read as follows:

                  "the Participant's retirement, death, Total and Permanent
                  Disability, or severance from employment;"

                                    SECTION 5

                  Section 1 of Article IX of the Plan is hereby amended by (i)
deleting subsections (d) and (e) and (ii) renumbering subsection (f) as
subsection (d).

                                    SECTION 6

                  The last paragraph of Section 2 of Article IX of the Plan is
hereby amended in its entirety to read as follows:

                           "Employees who make a hardship withdrawal may not
                  make elective deferrals and employee after-tax contributions
                  under this Plan and all other plans of the Company for 6
                  months after receipt of the distribution."

                                    SECTION 7

                  Section 6(d)(i)(A) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

                  "(A)     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 any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code, any distribution that is one of
                  a series of substantially equal periodic payments (paid not
                  less frequently than annually) over the life (or life
                  expectancy) of the distributee or the joint lives (or life
                  expectancies) of the distributee and a designated beneficiary
                  or for a specified period of ten years or more, 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), such other
                  amounts specified in Treasury regulations and rulings, notices
                  or announcements issued under Section 402(c) of the Code, and
                  any distribution which is made upon hardship the distributee.
                  Notwithstanding the foregoing, a portion of a distribution
                  shall not fail to be an Eligible Rollover

                                       62


                  Distribution merely because the portion consists of after-tax
                  employee contributions which are not includible in gross
                  income. However, such portion may be transferred only to an
                  individual retirement account or annuity described in Section
                  408(a) or (b) of the Code, or to a qualified defined
                  contribution plan described in Sections 401(a) or 403(a) of
                  the Code that agrees to separately account for amounts so
                  transferred, including separately accounting for the portion
                  of such distribution which is includible in gross income and
                  the portion of such distribution which is not so includible."

                                    SECTION 8

                  Section 6(d)(i)(B) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

                  "(B)     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, a qualified trust described in
                  Section 401(a) of the Code, an annuity contract described in
                  Section 403(b) of the Code, or an eligible plan under Section
                  457(b) of the Code which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state or political subdivision of a state that accepts the
                  Distributee's Eligible Rollover Distribution."

                                    SECTION 9

                  The first two sentences of Section 1(a) of Article XII of the
Plan are hereby amended in their entirety to read as follows:

                  "(a)     MAXIMUM ANNUAL ADDITION: The "annual addition" to a
                  Participant's Account shall not exceed the lesser of (i)
                  $40,000, as adjusted for increases in the cost-of-living under
                  Section 415(d) of the Code or (ii) 100% of the Participant's
                  Compensation (as defined in paragraph (d) below) for that Plan
                  Year. The Compensation limit referred to in (ii) shall not
                  apply to any contribution for medical benefits after
                  separation from service (within the meaning of Section 401(h)
                  or Section 419A(f)(2) of the Code) which is otherwise treated
                  as an annual addition."

                                       63


                                   SECTION 10

                  Section 3(f) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(f)     Claims for Benefits (other than disability benefits)

                           Any Participant or Designated Beneficiary who
                           believes that he or she is entitled to receive a
                           benefit under the Plan which he or she has not
                           received may file with the designated representative
                           of the Committee, on such forms as may be designated
                           by the Committee, a written claim specifying the
                           basis for his or her claim and the facts upon which
                           he or she relies in making such claim. Such a claim
                           must be signed by the claimant or his or her
                           authorized representative and shall be deemed filed
                           when delivered to the designated representative of
                           the Committee.

                           Unless such claim is allowed in full by the
                           Committee, the Committee shall (within 90 days after
                           such claim was filed, plus an additional period of 90
                           days if required for processing and if notice of the
                           90-day extension of time indicating the specific
                           circumstances requiring the extension and the date by
                           which a decision shall be rendered is given to the
                           claimant within the first 90-day period) cause
                           written notice to be mailed to the claimant of the
                           total or partial denial of such claim. Such notice
                           shall be written in a manner calculated to be
                           understood by the claimant and shall state

                           (i)      the specific reason(s) for the denial of the
                                    claim,

                           (ii)     specific reference(s) to pertinent
                                    provisions of the Plan and/or Trust Fund on
                                    which the denial of the claim was based,

                           (iii)    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

                           (iv)     an explanation of the review procedure
                                    specified in Section 3(g) of this Article
                                    XIV."

                                       64


                                   SECTION 11

                  Section 3(g) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(g)     Appeals Procedure

                           Within 90 days after the denial of his or her claim,
                           the claimant may appeal such denial by filing with
                           the Plan Administrator his or her written request for
                           a review of the claim. Such request for review must
                           be signed by the claimant or his or her authorized
                           representative and shall be deemed filed when
                           delivered to the Plan Administrator or its designee.
                           If the claimant does not file a request for review of
                           his or her claim within such 90-day period, the
                           claimant shall be conclusively presumed to have
                           accepted as final and binding the initial decision of
                           the Plan Administrator on his or her claim. In
                           considering any appeal pursuant to this Section 3(g),
                           the Plan Administrator shall have the same powers to
                           interpret the Plan and make factual findings with
                           respect thereto as are granted to the Committee under
                           Section 2 hereof.

                           If such an appeal is so filed within such 90-day
                           period then the Plan Administrator, or a named
                           fiduciary designated by the Administrator, shall
                           conduct a full and fair review of such claim. During
                           such full review, the claimant shall be provided with
                           the opportunity to submit written comments,
                           documents, records, and other information relating to
                           the claim for benefits, and with reasonable access to
                           and copies of, upon request and free of charge, all
                           documents, records, and other information relevant to
                           the claimant's claim for benefits. In addition, such
                           full and fair review shall take into account all
                           comments, documents, records, and other information
                           submitted by the claimant relating to the claim,
                           without regard to whether such information was
                           submitted or considered in the initial benefit
                           determination.

                           After the completion of such full review, the
                           reviewer shall mail or deliver to the claimant a
                           written decision on the matter based on the facts and
                           pertinent provisions of the Plan and/or Trust Fund
                           and/or applicable law. Such decision shall be mailed
                           or delivered to the claimant within a period of 60
                           days after the Administrator's receipt of the request
                           for review unless special circumstances require an
                           extension of time, in which case such decision shall
                           be rendered not later than 120 days after receipt of
                           such request. (If an extension of time for review is
                           required, written notice of the extension shall be
                           furnished to the claimant prior to the commencement
                           of the extension.) Such decision (1) shall be written
                           in a manner calculated to be understood by the
                           claimant, (2) shall state the specific reason(s) for
                           the decision, (3) shall make specific reference(s) to

                                       65


                           pertinent provisions of the Plan and/or Trust Fund on
                           which the decision is based and (4) shall, to the
                           extent permitted by applicable law, be final and
                           binding on all interested persons. The notice of the
                           adverse determination shall also include a statement
                           that the claimant is entitled to receive, upon
                           request, and free of charge, reasonable access to,
                           and copies of, all documents, records, and other
                           information relevant to the claimant's claim for
                           benefits, and contain a statement describing any
                           voluntary appeal procedures offered by the Plan and
                           the claimant's right to obtain information about such
                           procedures and a statement of the claimant's right to
                           bring an action under Section 502(a) of ERISA."

                                   SECTION 12

                  Section 3 of Article XIV of the Plan is hereby amended by
adding a new subsection (h) to the end thereof, immediately following subsection
(g), to read as follows:

                           "(h)     Claims for Benefits Upon Total and Permanent
                           Disability:

                                    (1) Notwithstanding the foregoing provisions
                           of this Article, in the case of a claim for benefits
                           upon Total and Permanent Disability, unless such
                           claim is allowed in full by the Committee, the
                           Committee shall (within a reasonable period of time,
                           but not later than 45 days, unless such period is
                           extended as provided in Section 3(h)(2), below, after
                           receipt of the claim) cause written notice to be
                           mailed or delivered to the claimant of the total or
                           partial denial if his claim. Such notice shall be
                           written in a manner calculated to be understood by
                           the claimant and shall include

                                    (i)      the specific reason(s) for the
                                             denial of the claim,

                                    (ii)     specific reference(s) to the
                                             provisions of the Plan and/or Trust
                                             Fund on which the denial of the
                                             claim was based,

                                    (iii)    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,

                                       66


                                    (iv)     an explanation of the review
                                             procedures specified in Section
                                             3(h)(3) of this Article XIV and the
                                             time limits applicable to such
                                             procedures, and

                                    (v)      a specific reference to the
                                             internal rule, guideline, protocol
                                             or other similar criterion, if any,
                                             that was relied upon in making the
                                             adverse determination or a
                                             statement that such rule,
                                             guideline, protocol, or other
                                             similar criterion, if any, was
                                             relied upon in making the adverse
                                             determination and that a copy of
                                             such rule, guideline, protocol, or
                                             other similar criterion will be
                                             provided free of charge to the
                                             claimant upon request.

                                    (2) The 45-day period set forth in Section
                           3(h)(1), above, may be extended by the Committee for
                           up to 30 days, provided that the Committee determines
                           that such an extension is necessary due to matters
                           beyond the control of the Committee and notifies the
                           claimant, prior to the expiration of the initial
                           45-day period, of the circumstances requiring the
                           extension of time and the date by which the Committee
                           expects to render a decision. Additionally, if, prior
                           to the end of the first 30-day extension period, the
                           Committee determines that, due to matters beyond the
                           control of the Committee, a decision cannot be
                           rendered within that extension period, the period for
                           making the determination may be extended for up to an
                           additional 30 days, provided that the Committee
                           notifies the claimant, prior to the expiration of the
                           first 30-day extension period, of the circumstances
                           requiring the extension and the date as of which the
                           Committee expects to render a decision. In the event
                           of any extension under this Section 3(h)(2), the
                           notice of extension shall specifically explain the
                           standards on which entitlement to a benefit is based,
                           the unresolved issues that prevent a decision on the
                           claim, and the additional information needed to
                           resolve the issues. The claimant shall be afforded at
                           least 45 days within which to provide the specified
                           information. Additionally, in the event that a period
                           of time is extended due to a claimant's failure to
                           submit information necessary to decide a claim, the
                           period for making the benefit determination shall be
                           tolled from the date on which the notification of the
                           extension is sent to the claimant until the date on
                           which the claimant responds to the request for
                           additional information.

                           (3) Within 180 days after receipt of a notification
                           of a denial of a claim, the claimant or his duly
                           authorized representative may appeal such denial

                                       67


                           by filing with the Committee his written request for
                           a review of his claim. If such an appeal is so filed
                           within 180 days, a Named Fiduciary designated by the
                           Committee shall conduct a full and fair review of
                           such claim. During such full and fair review, the
                           claimant shall be provided with the opportunity to
                           submit written comments, documents, records, and
                           other information relating to the claim for benefits
                           and reasonable access to and copies of, upon request
                           and free of charge, all documents, records, and other
                           information relevant to the claimant's claim for
                           benefits. In addition, such full and fair review
                           shall (i) take into account all comments, documents,
                           records, and other information submitted by the
                           claimant relating to the claim, without regard to
                           whether such information was submitted or considered
                           in the initial benefit determination, (ii) not afford
                           deference to the initial adverse benefit
                           determination, (iii) be conducted by a Named
                           Fiduciary who is neither the individual who made the
                           adverse benefit determination that is the subject of
                           the appeal, nor the subordinate of such individual,
                           (iv) provide that, in deciding any appeal of any
                           adverse benefit determination that is based in whole
                           or in part on a medical judgment, the Named Fiduciary
                           shall consult with a health care professional who has
                           appropriate training and experience in the field of
                           medicine involved in the medical judgment and who is
                           neither the individual who was consulted in
                           connection with the adverse benefit determination
                           that is the subject of the appeal, nor the
                           subordinate of any such individual, and (v) provide
                           for the identification of medical or vocational
                           experts whose advice was obtained on behalf of the
                           Plan in connection with the claimant's adverse
                           benefit determination, without regard to whether the
                           advice was relied upon in making the initial benefit
                           determination.

                           The decision of the Named Fiduciary shall be made in
                           a writing delivered to the claimant within a
                           reasonable time, but in no event later than 45 days
                           after the receipt of the request for review unless
                           special circumstances require an extension of time
                           for processing. If the Named Fiduciary determines
                           that an extension of time for processing is required,
                           written notice of the extension shall be furnished to
                           the claimant setting forth the special circumstances
                           requiring an extension of time and the date by which
                           the Named Fiduciary expects to render a decision on
                           review, and shall be furnished prior to the
                           termination of the initial 45-day period. In no event
                           shall such extension exceed a period of 45 days from
                           the end of the initial 45-day period.

                           In the case of an adverse benefit determination on
                           review, the notice of the determination shall be
                           written in a manner calculated to be understood by
                           the claimant and shall include (i) the specific
                           reasons for the determination, (ii) specific
                           reference(s) to specific provisions of the Plan
                           and/or Trust Fund on which the determination is
                           based, (iii) a statement that the claimant is
                           entitled to receive, upon request, and free of
                           charge,

                                       68


                           reasonable access to, and copies of all documents,
                           records, and other information relevant to the
                           claimant's claim for benefits, (iv) a statement
                           describing any voluntary appeal procedures offered by
                           the Plan and the claimant's right to obtain
                           information about such procedures, including a
                           statement of the claimant's right to bring a civil
                           action under section 502(a) of ERISA and (v) if an
                           internal rule, guideline, protocol or other similar
                           criterion was relied upon in making the adverse
                           determination, either the specific rule, guideline,
                           protocol, or other similar criterion, or a statement
                           that such rule, guideline, protocol, or other similar
                           criterion was relied upon in making the adverse
                           determination and that a copy of the rule, guideline,
                           protocol or other similar criterion will be provided
                           free of charge to the claimant upon request. To the
                           extent permitted by applicable law, the determination
                           on review shall be final and binding on all
                           interested persons. In performing the duties under
                           this Section 3(h)(3), the Named Fiduciary shall have
                           the same powers to interpret the Plan and make
                           factual findings with respect thereto as are granted
                           to the Committee under Section 2 hereof."

                  EXECUTED this 27th day of December 2002.

                                    THE COOPER TIRE & RUBBER COMPANY

                                    By:/s/ Stephen O. Schroeder
                                       ----------------------------
                                    Treasurer

                                    By:/s/ Charles F. Nagy
                                       ----------------------------
                                    Assistant Treasurer

                                       69

EX-99.G

                                                                   Exhibit (99g)

                          COOPER TIRE & RUBBER COMPANY

                   PRE-TAX SAVINGS PLAN - (BOWLING GREEN-HOSE)

             As Amended and Restated Effective as of January 1, 2001
                        or as otherwise provided in Plan



                                TABLE OF CONTENTS



                                                                                            PAGE
                                                                                         
ARTICLE I             DEFINITIONS........................................................     2

ARTICLE II            ELIGIBILITY AND PARTICIPATION......................................    11

ARTICLE III           PARTICIPANTS' CONTRIBUTIONS........................................    13

ARTICLE IV            COMPANY CONTRIBUTIONS..............................................    16

ARTICLE V             INVESTMENT OF CONTRIBUTIONS........................................    20

ARTICLE VI            VESTING OF CONTRIBUTIONS...........................................    23

ARTICLE VII           SUSPENSION OF PARTICIPATION........................................    24

ARTICLE VIII          APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED.....................    25

ARTICLE IX            WITHDRAWAL OF CONTRIBUTIONS........................................    26

ARTICLE X             DESIGNATION OF BENEFICIARY.........................................    28

ARTICLE XI            DISTRIBUTION OF CONTRIBUTIONS......................................    29

ARTICLE XII           MAXIMUM CONTRIBUTION LIMITATION....................................    36

ARTICLE XIII          RESERVED...........................................................    41

ARTICLE XIV           ADMINISTRATION OF THE PLAN.........................................    42

ARTICLE XV            SECURITIES TRANSACTIONS BY TRUSTEE.................................    53

ARTICLE XVI           ASSIGNABILITY......................................................    55

ARTICLE XVII          AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN.....    56

ARTICLE XVIII         ESOP FEATURE.......................................................    57


                                      -i-


                                    AGREEMENT

           Bowling Green Hose Pension and Insurance Program Agreement

THIS AGREEMENT is made and entered into this 12th day of February, 2001, by and
between Cooper Tire & Rubber Company hereinafter referred to as the "Company"
for its plant located in Bowling Green, Ohio and the United Steelworkers of
America, and Local Union No. 1152 thereof executing this Agreement; the
International Union and the Local Union collectively being hereinafter referred
to as the "Union."

Effective January 1, 2002, an ESOP will be established under the Plan described
in this Agreement. The ESOP feature is described in Article XVIII of the Plan
and in other relevant Plan sections. The provisions of the Plan relating to the
ESOP feature shall not be effective until January 1, 2002.

                                       1


                             ARTICLE I DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the
following meanings unless a different meaning is clearly required by the
context:

         (1)      "Account" of a Participant or "Participant's Account" - the
                  then total current market value of the account in the
                  Participant's name as determined by the Trustee representing
                  the entire interest of a Participant in the Plan. Effective
                  January 1, 2002, each account shall consist of the Non-ESOP
                  Account and ESOP Account. Prior to January 1, 2002, each
                  account shall consist of a Pre-Tax Savings Plan Contribution
                  subaccount which will reflect the amount of Pre-Tax Savings
                  Plan Contributions attributable to a Participant and allocated
                  earnings attributable thereto, a Transfer Contributions
                  subaccount which will reflect the amount of Transfer
                  Contributions attributable to a Participant and allocated
                  earnings attributable thereto and a Company Contribution
                  subaccount which will reflect the amount of Company
                  Contributions made pursuant to Article IV herein and allocated
                  earnings attributable thereto.

         (2)      "Active Participation" - the making of Participant
                  contributions to the Plan and the right to share in the
                  allocation of Company Contributions and ESOP Contributions, if
                  any.

         (3)      "Actual Deferral Percentage" - for each Plan Year, the ratios
                  (expressed as a percentage and calculated separately for each
                  Eligible Employee in a specified group) of

                  (a)      the total amount of Company Wage Reduction
                           Contributions to

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

                  Effective until January 1, 1997, for purposes of determining
                  the Actual Deferral Percentage for any Eligible Employee who
                  is a Highly Compensated Employee for the Plan Year, any
                  Compensation paid to a Family Member or any contribution made
                  by the Company on such Family Member's behalf under Section 1
                  of Article III shall be treated as paid to or contributed on
                  behalf of the Highly Compensated Employee. Such Family Member
                  shall be disregarded in determining the Actual Deferral
                  Percentage for Non-Highly Compensated Employees.

                  In addition, the Actual Deferral Percentage for any Highly
                  Compensated Employee for the Plan Year and who is a
                  participant under two or more plans described in Section
                  401(k) of the Code which are maintained by the Company, shall
                  be the sum of the Actual Deferral Percentages under each of
                  such plans.

         (4)      "Adjusted Employment Date" - the date arrived at when the
                  Employee's prior Continuous Credited Service is subtracted,
                  according to Section 2 of Article II,

                                       2


         (5)      from the date on which the Employee first renders service
                  entitling him/her to credit for an Hour of Service subsequent
                  to a prior period of Continuous Credited Service.

         (6)      "Affiliated Group" - means the Company and any and all other
                  corporations, trades and/or businesses, the employees of which
                  together with Employees of the Company are required, by the
                  first sentence of Subsection (b) or Subsection (c) of section
                  414 of the Code to be treated as if they were employed by a
                  single employer. Each corporation or unincorporated trade or
                  business that is or was a member of the Affiliated Group shall
                  be referred to herein as an "Affiliated Group Member" or an
                  "Affiliated Company" but only during such period as it is or
                  was such a member.

         (7)      "Code" - the Internal Revenue Code of 1986, as amended to
                  date, and as it may hereafter be amended, or any successor
                  statute of similar purpose.

         (8)      "Committee" - the Defined Contribution Plan Committee
                  established herein.

         (9)      "Common Stock" - common stock of Cooper Tire & Rubber Company,
                  which is intended to be 'employer securities' within the
                  meaning of Section 409(l) of the Code, and 'qualifying
                  employer securities' within the meaning of Section 407(d)(5)
                  of ERISA. The Plan shall be permitted to acquire and hold
                  Common Stock, and shall be an eligible individual account
                  plan, as that term is defined in Section 407(d)(3)(A) of
                  ERISA.

         (10)     "Company" - Cooper Tire & Rubber Company and any of its
                  subsidiary corporations which adopt this Plan.

         (11)     "Company Contributions" - contributions made by the Company
                  pursuant to Article IV of the Plan, other than Company Wage
                  Reduction Contributions.

         (12)     "Company Wage Reduction Contributions" - amounts transferred
                  to the Plan by the Company pursuant to wage reduction
                  arrangements between the Company and Participants, also
                  sometimes referred to herein as Pre-tax Savings Plan
                  Contributions.

         (13)     "Compensation" - includes all payments of wages, bonus,
                  Company Wage Reduction Contributions to this Plan and any
                  taxable payments paid to the Participant in a calendar year,
                  except that there shall be excluded from Compensation:
                  supplemental unemployment benefits, supplemental worker's
                  compensation, accident and sickness benefits, and other
                  amounts which either are excludable or deductible from income
                  in whole or in part for federal income tax purposes or which
                  represent payments pursuant to a program of benefits or
                  deferred compensation (other than Company Wage Reduction
                  Contributions), whether or not qualified under the Code.

                                       2


                  Notwithstanding the above, the maximum amount of compensation
                  taken into account each year for all computations shall not
                  exceed the amount prescribed pursuant to Section 401(a)(17) of
                  the Code, as amended, or such amount as the Secretary of the
                  Treasury shall prescribe from time to time. Effective until
                  January 1, 1997, in determining the compensation of a
                  Participant for purposes of the limitation, the rules of
                  section 414(q)(6) of the Code shall apply, except in applying
                  such rules, the term family shall include only the spouse of
                  the Participant and any lineal descendants of the Participant
                  who have not attained age 19 before the close of the year. If,
                  as a result of the application of the rules described in the
                  preceding sentence the limitation of Section 401(a)(17) of the
                  Code is exceeded, then the limitation shall be prorated among
                  the affected individual's Compensation as determined under
                  this section prior to the application of this limitation.

                  In addition to other applicable limitations set forth in the
                  plan, and notwithstanding any other provision of the plan to
                  the contrary, for plan years beginning on or after January 1,
                  1994, the annual compensation of each employee taken into
                  account under the plan shall not exceed the Omnibus Budget
                  Reconciliation Act of 1993 (OBRA '93) annual compensation
                  limit. The OBRA '93 annual compensation limit is $150,000, as
                  adjusted by the Commissioner for increases in the cost of
                  living in accordance with section 401(a)(17)(B) of the
                  Internal Revenue Code. The cost-of-living adjustment in effect
                  for a calendar year applies to any period, not exceeding 12
                  months, over which compensation is determined (determination
                  period) beginning in such calendar year. If a determination
                  period consists of fewer than 12 months, the OBRA '93 annual
                  compensation limit will be multiplied by a fraction, the
                  numerator of which is the number of months in the
                  determination period, and the denominator of which is 12.

                  For plan years beginning on or after January 1, 1994, any
                  reference in this plan to the limitation under section
                  401(a)(17) of the Code shall mean the OBRA '93 annual
                  compensation limit set forth in this provision.

                  If compensation for any prior determination period is taken
                  into account in determining an employee's benefits accruing in
                  the current plan year, the compensation for that prior
                  determination period is subject to the OBRA '93 annual
                  compensation limit in effect for that prior determination
                  period. For this purpose, for determination periods beginning
                  before the first day of the first plan year beginning on or
                  after January 1, 1994, the OBRA '93 annual compensation limit
                  is $150,000.

         (14)     "Continuous Credited Service" - the number of years aggregated
                  under the provisions of Article II, Section 2, except that
                  Continuous Credited Service prior to January 1, 1976, shall be
                  calculated from the most recent Employment Date.

         (15)     "Current Earnings" - net income before federal income taxes of
                  the Company for its current fiscal year and before deducting
                  any Company Contributions or ESOP

                                      -3-


                  Contributions to this Plan for such fiscal year determined on
                  the basis of generally accepted accounting principles.

         (16)     "Designated Beneficiary" - the beneficiary chosen by the
                  Participant, in accordance with the provisions of Article VIII
                  herein, to receive, upon the Participant's death, any benefit
                  payable under this Plan by reason of the Participant's death.

         (17)     "Eligible Employee" - any Employee who has satisfied the
                  provisions of Section 1 of Article II.

         (18)     "Employee" - any employee of the Bowling Green-Hose plant of
                  the Company, whose terms and conditions of employment are
                  determined through collective bargaining with the Union. To
                  the extent required by Section 414(n) of the Code, the term
                  "Employee" includes any person who is a "leased employee" of
                  the Company or any other Controlled Group Member. For purposes
                  of this Subsection, a "leased employee" means any person who,
                  pursuant to an agreement between the Company or a Controlled
                  Group Member and any other person ("leasing organization"),
                  has performed services for the Company or Controlled Group
                  Member on a substantially full-time basis for a period of at
                  least one year, and, effective January 1, 1997, such services
                  are performed under primary direction or control of the
                  Company or Controlled Group Member. Contributions or benefits
                  provided to a leased employee by the leasing organization that
                  are attributable to services performed for the Company or a
                  Controlled Group Member will be treated as provided by the
                  Company or Controlled Group Member. A leased employee will not
                  be considered an Employee of the Company or a Controlled Group
                  Member, however, if (1) leased employees do not constitute
                  more than 20% of the Company's or Controlled Group Member's
                  non-highly compensated work force (within the meaning of
                  Section 414(n)(5)(C)(ii) of the Code and (2) such leased
                  employee is covered by a money purchase pension plan
                  maintained by the leasing organization that provides (i) a
                  non-integrated employer contribution rate of at least 10% of
                  compensation, (ii) immediate participation and (iii) full and
                  immediate vesting. All personal and relative pronouns,
                  singular or plural, and words "person", "Employee", and
                  "Employees" shall refer to both male and female Employees
                  generally.

         (19)     "Employment Date" - the date on which the Employee first
                  completes an Hour of Service in the employ of the Company,
                  whether or not that service is performed as an Employee.

         (20)     "ESOP Account" - shall include all amounts in the
                  Participant's Account that are transferred to the ESOP Account
                  pursuant to Section 3 and Section 5 of Article V. The ESOP
                  Account shall be established under the ESOP Feature of the
                  Plan. The ESOP Account shall consist of a Pre-Tax Savings Plan
                  Contributions subaccount which will reflect the amount of
                  Pre-Tax Savings Plan Contributions in the ESOP Account
                  attributable to a Participant and allocated earnings
                  attributable thereto, a

                                      -4-


                  Transfer Contributions subaccount which will reflect the
                  amount of Transfer Contributions in the ESOP Account
                  attributable to a Participant and allocated earnings
                  attributable thereto, a Company Contributions subaccount which
                  will reflect the amount of Company Contributions in the ESOP
                  Account made pursuant to Article IV herein and allocated
                  earnings attributable thereto, and an ESOP Contributions
                  subaccount which will reflect the amount of ESOP Contributions
                  in the ESOP Account made pursuant to Article XVIII herein and
                  allocated earnings attributable thereto.

         (21)     "ESOP Contributions" - are the discretionary contributions
                  made by the Company pursuant to Section 3 of Article XVIII.

         (22)     "ESOP Feature" - is the portion of the Plan described in
                  Article XVIII and shall be effective January 1, 2002. The ESOP
                  Feature consists of the ESOP Account.

         (23)     "Family Member" - effective until January 1, 1997, with
                  respect to any Employee, such Employee's spouse and lineal
                  ascendants and descendants and the spouses of such lineal
                  ascendants and descendants.

         (24)     "Highly Compensated Employee" - The term Highly Compensated
                  Employee includes highly compensated active Employees and
                  highly compensated former Employees.

                  For a particular Plan Year, effective January 1, 1997, a
                  highly compensated active Employee means any Employee who: (i)
                  was a 5-percent owner at any time during the current or the
                  preceding Plan Year or (ii) for the preceding Plan Year
                  received compensation from the Company in excess of the amount
                  in effect for such Plan Year under Section 414(q)(1)(B) of the
                  Code and was in the top-paid group of Employees for such
                  preceding Plan Year.

                  For the purposes of this Subsection, (i) the term
                  "compensation" shall mean (A) for the period prior to January
                  1, 1998, the sum of an Employee's compensation under Section
                  415(c)(3) of the Code and the Employee's Pre-Tax Savings Plan
                  Contributions (subject to the limitations of Section
                  401(a)(17) of the Code), and (B) for periods commencing on and
                  after January 1, 1998, an Employee's compensation under
                  Section 415(c)(3) of the Code (subject to the limitation of
                  Section 401(a)(17) of the Code), and (ii) the term "top-paid
                  group" shall mean that group of Employees of the Company
                  consisting of the top 20 percent (20%) of such Employees when
                  ranked on the basis of compensation paid by the Company during
                  the Plan Year.

                  A highly compensated former Employee includes any Employee who
                  separated from service (or was deemed to have separated) prior
                  to the determination year, performs no service for the Company
                  during the determination year, and was a highly compensated
                  active Employee for either the separation year or any
                  determination year ending on or after the Employee's 55th
                  birthday.

                                      -5-


                  This paragraph shall apply until January 1, 1997. If any
                  Employee is, during a determination year or look-back year, a
                  family member of either a 5 percent owner who is any active or
                  former Employee or a Highly Compensated Employee who is one of
                  the 10 most Highly Compensated Employees ranked on the basis
                  of Compensation paid by the Company during such year, then the
                  family member and 5 percent owner or top-ten Highly
                  Compensated Employee shall be aggregated. In such case, the
                  family member and 5 percent owner or top-ten Highly
                  Compensated Employee shall be treated as a single Employee
                  receiving compensation and Plan contribution or benefits equal
                  to the sum of such Compensation and contributions or benefits
                  of the family member and 5 percent owner or top-ten Highly
                  Compensated Employee. For purposes of this section, family
                  member includes the spouse, lineal ascendants and descendants
                  of the Employee or former Employee and the spouses of such
                  lineal ascendants and descendants.

                  The determination of who is a Highly Compensated Employee,
                  includes the determination of the number and identity of
                  Employees in the top-paid group, and the compensation that is
                  considered, will be made in accordance with section 414(q) of
                  the Code and the regulations thereunder.

         (25)     "Hour of Service" - each hour for which an employee is paid,
                  or entitled to payment, by the Company for the performance of
                  duties or on account of a period of time during which no
                  duties are performed due to vacation, holiday, jury duty,
                  short-term military duty or funeral absence. Each hour for
                  which an employee is not paid, or not entitled to payment, on
                  account of a period of time during which the employee
                  continues to accrue Continuous Credited Service while under an
                  approved leave of absence for illness, incapacity or
                  disability, long-term military duty or personal reasons.

                  Each hour for which an employee is paid back pay, regardless
                  of mitigation of damages, except for hours previously credited
                  for the same period, or severance pay. Hours of Service shall
                  not be credited due to payments received by an employee from a
                  plan maintained for the sole purpose of complying with
                  applicable worker's or unemployment compensation laws,
                  complying with disability insurance laws, or reimbursement of
                  medical or medically related expenses.

                  Such hours shall be credited as specified in Section 201 of
                  the Employee Retirement Income Security Act of 1974, as
                  amended, and as specified at Title 29, Code of Federal
                  Regulations, 2530.2O0b.

                  Hours of Service performed at premium rates (such as holiday
                  pay overtime or shift differential) shall be credited as
                  single Hours of Service, regardless of the rate of
                  compensation in effect for such service. If an Employee is
                  absent from work for any period which commences on or after
                  the Effective Date:

                  (a)      by reason of the pregnancy of the Employee,

                                      -6-


                  (b)      by reason of the birth of a child of the Employee,

                  (c)      by reason of the placement of a child with the
                           Employee in connection with the adoption of such
                           child by the Employee, or

                  (d)      for purposes of caring for any such child for a
                           period beginning immediately following such birth or
                           placement,

                  and the absence is permitted under the Company-Union basic
                  labor agreement, the Employee shall not, solely by reason of
                  such absence, be considered to have incurred a Severance Date
                  for purposes of participation and for determining his/her
                  vested interest until the expiration of the consecutive
                  twenty-four (24) month period commencing on the first day of
                  the absence. If an Employee is absent from work for any period
                  for any reasons referred to in subparagraphs (a), (b), (c) and
                  (d) of this subsection, and such period includes the last day
                  of the Plan Year, the Employee shall be deemed to be employed
                  on such date for purposes of Section 3 of Article II.

         (26)     "Investment Option" - one of those forms of investment which
                  are available to a Participant to invest Company Wage
                  Reduction Contributions, vested Company Contributions and
                  related earnings under the Plan.

         (27)     "Leave of Absence" - leave of absence granted by the Company
                  due to illness or injury, required U.S. Military Service, or
                  other special leave of absence set forth in the Company-Union
                  basic labor agreement, under which all Participants in similar
                  circumstances shall be treated alike.

         (28)     "Non-ESOP Account" - shall include all Pre-Tax Savings Plan
                  Contributions, Company Contributions, and Transfer
                  Contributions made to the Plan pursuant to Articles III and IV
                  of the Plan; except that the Non-ESOP Account shall not
                  include any portion of such contributions transferred to the
                  Participant's ESOP Account pursuant to Section 3 and Section 5
                  of Article V. The Non-ESOP Account shall be established under
                  the Non-ESOP Feature of the Plan. The Non-ESOP Account shall
                  consist of a Pre-Tax Savings Plan Contributions subaccount
                  which will reflect the amount of Pre-Tax Savings Plan
                  Contributions in the Non-ESOP Account attributable to a
                  Participant and allocated earnings attributable thereto, a
                  Transfer Contributions subaccount which will reflect the
                  amount of Transfer Contributions in the Non-ESOP Account
                  attributable to a Participant and allocated earnings
                  attributable thereto, and a Company Contributions subaccount
                  which will reflect the amount of Company Contributions in the
                  Non-ESOP Account made pursuant to Article IV herein and
                  allocated earnings attributable thereto.

         (29)     "Non-ESOP Feature" - is the portion of the Plan, on and after
                  January 1, 2002, (a) which is not included within the ESOP
                  Feature, (b) which is intended to qualify as a profit sharing
                  plan under Code Section 401(a), and (c) which includes a

                                      -7-


                  qualified cash or deferred arrangement within the meaning of
                  Code Section 401(k). The Non-ESOP Feature consists of the
                  Non-ESOP Account.

         (30)     "Non-Highly Compensated Employee - any Eligible Employee who
                  is neither a Highly Compensated Employee nor, effective until
                  January 1, 1997, a Family Member of a Highly Compensated
                  Employee.

         (31)     "Normal Retirement Date" - the later of the day the
                  Participant attains age sixty-five (65) or the completion of
                  five (5) years of participation in the Company's Bowling
                  Green-Hose Hourly Employees' Retirement Plan.

         (32)     "One-Year Break in Service" - a Plan Year during which a
                  Participant has five hundred (500) or fewer Hours of Service.
                  Temporary excused absences, including military leave, shall
                  not constitute a One-Year Break in Service. Further, solely
                  for the purpose of determining whether a Participant has
                  incurred a One- Year Break in Service, Hours of Service shall
                  be recognized for "maternity and paternity leaves of absence."
                  A "maternity or paternity leave of absence" shall mean, for
                  Plan Years beginning after December 31, 1984, an absence from
                  work for any period by reason of the Employee's pregnancy,
                  birth of the Employee's child, placement of a child with the
                  Employee in connection with the adoption of such child, or any
                  absence for the purpose of caring for such child for a period
                  immediately following such birth or placement. For this
                  purpose, Hours of Service shall be credited for the
                  computation period in which the absence from work begins, only
                  if credit therefore is necessary to prevent the Employee from
                  incurring a One-Year Break in Service, or, in any other case,
                  in the immediately following computation period. The Hours of
                  Service credited for a "maternity or paternity leave of
                  absence" shall be those which would normally have been
                  credited but for such absence, or, in any case in which the
                  plan administrator is unable to determine such hours normally
                  credited, eight (8) Hours of Service per day. The total Hours
                  of Service required to be credited for a "maternity or
                  paternity leave of absence" shall not exceed five hundred one
                  (501).

         (33)     "Participant" - any person who has been admitted to
                  participation in this Plan pursuant to the provisions of
                  Article II. The term "Participant" shall include active
                  Participants (those currently eligible to share in Company
                  Contributions and ESOP Contributions, if any), inactive
                  Participants (those individuals who are employed by the
                  Company and have been active Participants but are not eligible
                  to share in Company Contributions or ESOP Contributions), and
                  any former Employee who has an Account under the Plan.

         (34)     "Plan" - the Pre-tax Savings Plan as set forth herein, and as
                  it may be modified or amended from time to time. Effective
                  January 1, 2002, the Plan consists of the ESOP Feature and the
                  Non-ESOP Feature.

         (35)     "Plan Year" - except as otherwise provided herein, a Plan Year
                  shall be the calendar year beginning January 1 and ending
                  December 31. With respect to each person becoming employed by
                  the Company or an Affiliated Company, for

                                      -8-


                  purposes of eligibility to participate herein, the initial
                  Plan Year shall be the calendar year which commences
                  coincident with or immediately following the Employee's
                  Employment Date.

         (36)     "Pre-tax Savings Plan Contribution" - the percentage of a
                  Participant's Compensation which the Company contributes to
                  the Plan pursuant to a wage reduction agreement, under which a
                  Participant elects to forego a percentage of such
                  Compensation, reduced for purposes of the Plan, also sometimes
                  referred to as a Company Wage Reduction Contribution.

         (37)     "Severance Date" - the earliest of (a) the date on which the
                  Employee retires, dies, quits, or is discharged or (b) the
                  date on which the Employee ceases to accrue Continuous
                  Credited Service in accordance with the Company-Union basic
                  labor agreement provisions for leave of absence; but in no
                  event shall the Severance Date, as defined in (a) and (b), be
                  earlier than the first anniversary of the first day of a
                  period throughout which the Employee remains absent, with or
                  without pay, from the service of the Company by reason of the
                  absence.

         (38)     "Severance Period" - the period of time between the Employee's
                  Severance Date and the date on which he again performs an Hour
                  of Service.

         (39)     "Total and Permanent Disability" - a condition of a
                  Participant as the result of bodily injury or disease from an
                  unavoidable cause which prevents such Participant from being
                  physically able to meet his/her present job requirements as
                  the same existed at the time of the Participant's cessation of
                  service due to such condition and which disability will (in
                  the opinion of a qualified physician designated by the
                  Committee) presumably be permanent and continuous during the
                  remainder of his/her life. Such condition shall be deemed to
                  have resulted from an unavoidable cause unless it:

                  (a)      was contracted, suffered or incurred while the
                           Participant was engaged in, or resulted from having
                           engaged in, a felonious enterprise, or

                  (b)      resulted from habitual drunkenness or addiction to
                           hallucinogenic and/or narcotic drugs not prescribed
                           by a qualified physician for treatment of a condition
                           other than drug addiction, or

                  (c)      resulted from an intentional self-inflicted injury or
                           self- induced sickness.

         (40)     "Transaction Period" - a period defined in Article XV herein
                  during which certain rules and regulations, as established by
                  the Committee and the Trustee, shall govern all transactions
                  relating to securities.

         (41)     "Transactions" - all purchases, sales, redemptions or other
                  dispositions of securities by the Trustee under the Plan.

                                      -9-


         (42)     "Transfer Contributions" - those amounts transferred to the
                  Plan on behalf of an Employee from another plan qualified
                  under Section 401(a) of the Code as described in Article III,
                  Section 8.

         (43)     "Trustee" - the Trustee or Trustees designated by the Company
                  as provided herein.

         (44)     "Trust Fund" - assets of the Plan and Trust as the same shall
                  exist from time to time.

         (45)     "Unvested" - that portion of a Participant's Account balance
                  which is not vested pursuant to Article VI herein.

         (46)     "Vested" - that portion of a Participant's Account balance to
                  which he/she has a nonforfeitable right pursuant to Article VI
                  herein.

                                      -10-


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

SECTION 1.        ELIGIBILITY

Any Employee of the Company eligible for membership in the Union who has
completed thirty days of Continuous Credited Service is eligible to participate
in the Plan.

Notwithstanding the foregoing, no Employee who serves only as a leased employee
as defined in Section 414(n) of the Code shall be covered by the Plan or deemed
to be a Participant.

SECTION 2.        CONTINUOUS CREDITED SERVICE

         (a)      Continuous Credited Service for purposes of computing
                  eligibility shall be defined as the period of time (as
                  computed by completed 1/12ths of a year) between the
                  Employee's Employment Date or Adjusted Employment Date and the
                  current date or the Employee's most recent Severance Date.

         (b)      Any person who incurs a Severance Period after January 1,
                  1990, shall have Continuous Credited Service restored on the
                  following basis:

                  (1)      A person who before the Severance Date had
                           established a nonforfeitable right to any vested
                           benefit will for all purposes have pre-Severance
                           Period and post-Severance Period Continuous Credited
                           Service aggregated to create an Adjusted Employment
                           Date.

                  (2)      A person who before the Severance Date had not
                           established a nonforfeitable right to any vested
                           benefit will have Continuous Credited Service
                           restored on the following basis to create an Adjusted
                           Employment Date:

                           (i)      If the Severance Period is less than the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall be
                                    aggregated with any Continuous Credited
                                    Service after the Severance Period to create
                                    an Adjusted Employment Date for all
                                    purposes. Such aggregation of Continuous
                                    Credit Service shall not include any period
                                    of time during the Severance Period.

                           (ii)     If the Severance Period equals or exceeds
                                    the greater of five (5) years or the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall
                                    not be aggregated and the Employee shall
                                    become a Participant as specified in Section
                                    3 of this Article.

                                      -11-


SECTION 3.        PARTICIPATION

An Employee described in Section 1 will become a Participant in the Plan upon
satisfaction of all the following requirements:

         (a)      completion of thirty days of Continuous Credited Service,

         (b)      receipt by the Committee of a completed application,

         (c)      agreement to an appropriate payroll deduction from his/her
                  Compensation,

         (d)      agreement to accept a reduction of his/her Compensation equal
                  to the whole percentage of his/her Compensation per payroll
                  period he/she elects to have contributed by the Company as a
                  Pre-tax Savings Plan Contribution.

A Participant shall cease to be eligible to make contributions to the Plan and
to share in Company Contributions or ESOP Contributions under the Plan when
he/she is no longer an Employee due to: resignation, termination, retirement,
death, Total and Permanent Disability, or otherwise ceasing to be an Employee or
the Participant's voluntary election to suspend participation pursuant to
Article VII hereof. Participation in the Plan will cease when the Employee or
former Employee no longer has an Account under the Plan. A Participant who
voluntarily ceases Active Participation from this Plan while still an Employee
accumulating Continuous Credited Service shall be ineligible to resume Active
Participation for a period of twelve (12) months from the date Active
Participation last ceased.

Notwithstanding the above paragraph, a Participant who retires under the
Company's Bowling Green-Hose Pension and Insurance Agreement may elect to
continue to be a Participant in the Plan and maintain an Account until the
earlier of the date he/she withdraws the balance in his/her Account or April 1
of the calendar year following the calendar year in which he/she attains age 70
1/2. After the effective date of such retirement, such a Participant shall not
be entitled to make contributions to the Plan or share in the allocation of
Company Contributions or ESOP Contributions.

Participation in the Plan by Eligible Employees shall be voluntary.

                                      -12-


                                   ARTICLE III
                           PARTICIPANTS' CONTRIBUTIONS

SECTION 1.        AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION

To be an Active Participant, an eligible individual must have made on his/her
behalf or agree to make a Pre-tax Savings Plan Contribution in the following
manner:

         (a)      A Participant may agree to have contributed on his/her behalf
                  as a Pre-tax Savings Plan Contribution, an amount, at his/her
                  election, not to exceed the lesser of: (i) 15% of his/her
                  Compensation or (ii) $7,979 (or such greater amount as
                  determined by the Secretary of Treasury). In calculating the
                  limit under Code Section 402(g) for purposes of Code Section
                  401(k), the amounts to be deferred by an eligible Employee
                  under each plan for which he/she is eligible to make wage
                  deferrals will be aggregated by treating all cash or deferred
                  arrangements under which the Employee is eligible as a single
                  arrangement. If the limit set forth by Code Section 402(g) is
                  exceeded, then the deferrals in excess of the limits must be
                  distributed by April 15 of the following year. Such reduction
                  in Compensation must be made at the time the Participant would
                  normally receive his Compensation from the Company.

         (b)      A Participant, by agreeing to have contributed on his/her
                  behalf a Pre-tax Savings Plan Contribution, shall enter into a
                  written wage reduction agreement with the Company. The terms
                  of such reduction agreement shall provide that the Participant
                  accepts a reduction in his/her Compensation from the Company
                  equal to any whole percentage of his/her Compensation per pay
                  period which he/she elects to have contributed on his/her
                  behalf as a Pre-tax Savings Plan Contribution.

         (c)      Pre-tax Savings Plan Contributions shall be fully vested and
                  nonforfeitable at all times.

         (d)      The Company may amend or revoke its wage reduction agreement
                  with any Participant at any time, if the Company determines
                  that such revocation or amendment is necessary to insure that
                  contributions by or on behalf of a Participant for any Plan
                  Year will not exceed the limitations of Section 415 or to
                  insure that the discrimination tests of section 401(k) of the
                  Code are met for such Plan Year.

         (e)      If a Participant's Compensation for any Plan Year is such that
                  he or she is a Highly Compensated Employee for the Plan Year,
                  the actual deferral percentage test of Section 401(k)(3) of
                  the Code will be met. The Plan incorporates by reference the
                  provisions of Sections 401(k)(3) of the Code and regulation
                  Section 1.401(k) - 1(b) thereunder.

                                      -13-


SECTION 2.        LIMITATIONS ON PARTICIPANT CONTRIBUTIONS

All contributions made by or on behalf of a Participant are subject to the
limitations imposed by section 401(k), and section 415 of the Code as further
set forth in Article XII hereof.

The maximum amount of such contributions is limited under Section 401(k)(3)
determined by reducing contributions made on behalf of Highly Compensated
employees in order of their contribution percentages beginning with the highest
of such percentages.

SECTION 3.        CHANGING CONTRIBUTION PERCENTAGE

The contribution percentage(s) designated by a Participant shall continue in
effect, notwithstanding any change in his/her Compensation, until he/she shall
change such contribution percentage(s).

A Participant may elect, at any time, but not less than thirty (30) days from
the last change in contribution percentage(s) to increase or decrease the
contribution percentage(s) within the applicable limits to be effective as soon
as practicable after receipt of notice of change.

SECTION 4.        CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES

Each Participant's Pre-tax Savings Plan Contributions shall be in whole
multiples of 1% of Compensation, subject to adjustment pursuant to Section 5
hereof.

SECTION 5.        METHOD OF PARTICIPANTS' CONTRIBUTIONS

         (a)      Each Pre-tax Savings Plan Contribution made by the Company on
                  behalf of a Participant shall be transferred to the Plan
                  pursuant to the terms of a written wage reduction agreement
                  between such Participant and the Company. A Participant's wage
                  reduction agreement shall be modified automatically to
                  correspond to the change in the amount of the Pre-tax Savings
                  Plan Contributions made on his/her behalf as set forth in
                  Section 3 hereof.

         (b)      The tentative wage reduction amount set forth in any wage
                  reduction agreement shall be in any amount as the Participant
                  shall elect, but shall be not less than 1% and not more than
                  15% of Compensation of such Participant. Tentative wage
                  reductions shall become final, and then shall constitute
                  Pre-tax Savings Plan Contributions, only after the Company or
                  the Committee has made such adjustments thereto as they (or
                  either of them) deem necessary to maintain the qualified
                  status of this Plan or to maintain the status of any portion
                  of this Plan as a qualified cash or deferred arrangement under
                  section 401(k) of the Code.

         (c)      All amounts withheld pursuant to a wage reduction agreement
                  and thereafter contributed to the Plan as Pre-tax Savings Plan
                  Contributions shall be so delivered only if the Company in
                  good faith believes that such amounts do not exceed the
                  amounts permissible pursuant to the limitations hereinabove
                  set forth. If any amount shall be withheld from the
                  Compensation of a Participant pursuant to a wage reduction
                  agreement which exceeds the maximum amount permissible

                                      -14-


                  pursuant to Section 5(b) hereof, and if such amount is
                  contributed to the Plan as a Pre-tax Savings Plan Contribution
                  by way of a mistake of fact, it shall be refunded to the
                  Company and shall thereafter be paid as promptly as
                  practicable (subject, however, to the withholding of taxes and
                  other amounts as though such amount were current compensation)
                  by the Company to the Employee from whose Compensation such
                  amount was obtained pursuant to a wage reduction agreement.

SECTION 6.        CREDITING OF CONTRIBUTION AMOUNTS

Company Wage Reduction Contributions shall be transferred by the Company to the
Trustee as soon as practicable, but not less than monthly. All payments so made
by the Company shall be reported to the Committee.

All such contributions shall be appropriately credited to the Account of each
Participant by the Trustee.

SECTION 7.        VETERANS

Notwithstanding any provision of this Plan to the contrary, effective December
12, 1994, contributions, benefits and Continuous Credited Service with respect
to qualified military service will be provided in accordance with Section 414(u)
of the Code. "Qualified military service" means any service in the uniformed
services (as defined in chapter 43 of title 38 of the United States Code) by any
individual if such individual is entitled to reemployment rights under such
chapter with respect to such service.

SECTION 8.        TRANSFER CONTRIBUTIONS

The Trustee is authorized to accept on behalf of a Participant, and hold as part
of a Participant's Account, assets from a trustee of another plan qualified
under Section 401(a) of the Code, provided that such other plan permits such a
transfer and provided that the Committee approves such transfer from such other
plan. All amounts so transferred to a Participant's Account shall be referred to
herein as "Transfer Contributions."

SECTION 9.        CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held
under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5
of Article V, such contributions may be transferred later from the Non-ESOP
Feature to the ESOP Feature.

                                      -15-


                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

SECTION 1.        AMOUNT OF COMPANY CONTRIBUTIONS

The Company shall contribute to the Trustee out of Current Earnings for that
fiscal year or, at its discretion as set forth below out of its accumulated
earnings, in cash or in its treasury or authorized but unissued Common Stock the
value of which shall be computed at the applicable fair market value on the date
of contribution by the Company, an amount equal to the lesser of:

         (a)      the aggregate of seventy-five percent (75%) of all Pre-Tax
                  Savings Plan Contributions which represent up to four percent
                  (4%) of each Participant's Compensation during such year, less
                  any forfeitures (as defined in Article VIII, Section 1), or

         (b)      an amount equal to fifteen percent (15%) of the Company's
                  Current Earnings for such year in excess of ten percent (10%)
                  of the stockholder's equity of the Company at the beginning of
                  such year.

The Company's Board of Directors may, at its discretion, waive the limitations
in paragraph (b) above and contribute to the Trustee out of Current Earnings for
that fiscal year or its accumulated earnings an amount not to exceed the
limitations in paragraph (a) above.

The Company will not match, nor allocate its contributions to, any portion of
Pre-Tax Savings Plan Contributions which represent an amount in excess of four
percent (4%) of a Participant's Compensation during each Plan Year.

Company Contributions will be subject to the nondiscrimination test pursuant to
Section 401(m)(2) of the Code. For any Plan year the contribution percentage for
eligible Highly Compensated Employees shall not exceed the greater of:

         (a)      125 percent of such percentage for all other Eligible
                  Employees, or

         (b)      the lesser of 200 percent of such percentage for all other
                  Eligible Employees, or such percentage for all other Eligible
                  Employees plus 2 percentage points.

For nondiscrimination testing purposes, the multiple use rules pursuant to
Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is
required, Pre-Tax Savings Plan Contributions will be distributed as provided by
Regulation Section 1.401(m)-2(c).

At any time corrections are required to either the nondiscrimination test of
multiple use rules by distributing Pre-tax Savings Plan Contributions any
related Company Contributions will also be distributed or forfeited to avoid
discrimination.

SECTION 2.        COMPANY WAGE REDUCTION CONTRIBUTIONS

The Company shall contribute with respect to each Plan Year the aggregate of the
Company Wage Reduction Contributions for such Plan Year, as determined pursuant
to wage reduction

                                      -16-


agreements in force between the Company and Participants in the Plan. Company
Wage Reduction Contributions shall be fully Vested and nonforfeitable at all
times.

SECTION 3.        ALLOCATION OF COMPANY CONTRIBUTIONS

The Company Contributions for each fiscal year shall be allocated by the Trustee
to each Participant's Account in proportion to seventy-five percent (75%) of
each Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up
to an aggregate contribution thereof of four percent (4%) of a Participant's
Compensation for such year.

If a Participant or Designated Beneficiary becomes entitled to distribution of
his/her Account under the Plan as a result of the Participant either retiring
from the Company under one of its retirement programs (except a Deferred Vested
Pension), suffering a Total and Permanent Disability or dying and Pre-Tax
Savings Plan Contributions have been made on his/her behalf to which Company
Contributions, if any, are allocated in the year in which such event
(retirement, Total and Permanent Disability, or death) occurred, such
Participant shall be entitled to share in the Company Contribution which it may
make with respect to such year, as herein provided, as if such event had not
occurred.

There shall be directly and promptly allocated to the Pre-Tax Savings Plan
Contributions subaccount of each Participant the Company Wage Reduction
Contributions, as set forth in Section 2 hereof.

Company Contributions will be allocated to the Participant only if the
Participant is employed on the last day of the Plan Year, except in the case of
retirement, Total and Permanent Disability or death.

SECTION 4.        REPORTING THE CONTRIBUTIONS

The Company Contributions and Company Wage Reduction Contributions shall be
reported to the Committee by the Company.

SECTION 5.        CONTINGENT NATURE OF CONTRIBUTIONS

To the extent that the deductibility thereof is subsequently denied, each
Company Contribution and each Company Wage Reduction Contribution made by the
Company pursuant to the provisions of this Article IV hereof is hereby made
expressly contingent upon the deductibility thereof for federal income tax
purposes for the year with respect to which such contribution is made. Each such
contribution is further contingent upon the maintenance of qualified status by
the Plan for the year with respect to which such contribution is made, to the
extent that the loss of qualified status would deprive the Company of the
deduction taken for such contribution.

SECTION 6.        EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS

All contributions made by the Company are made for the exclusive benefit of the
Participants and their beneficiaries, and such contributions shall not be used
for nor diverted to purposes other than for the exclusive benefit of the
Participants and their beneficiaries, including the costs of maintaining and
administering the Plan and Trust. Notwithstanding the foregoing, refunds of

                                      -17-


Company Contributions shall be made to the Company under the following
circumstances and subject to the following limitations, to the extent that such
refunds do not, in themselves, deprive the Plan of its qualified status:

         (a)      To the extent that a Federal income tax deduction is
                  disallowed for any Company Contribution, the Trustee shall
                  refund to the Company the amount so disallowed within one (1)
                  year of the date of such disallowance.

         (b)      In the case of a contribution, or for any Company Wage
                  Reduction Contribution, which is made in whole or in part by
                  reason of a mistake of fact, so much of the Company
                  Contribution as is attributable to the mistake of fact shall
                  be returnable to the Company upon demand, upon presentation of
                  evidence of the mistake of fact to the Trustee and of
                  calculations as to the impact of such mistake of fact. Demand
                  and repayment must be effected within one (1) year after the
                  last installment payment of the contribution to which the
                  mistake applies.

In the event that any refund of amounts contributed under Section 1 hereof is
paid to the Company, such refund shall be made without interest and shall be
deducted from among the Company Contributions subaccounts of Participants only
to the extent that the amount of the refund can be identified to specific
Participants (as in the case of certain mistakes of fact). Refunds of amounts
contributed pursuant to Section 2 hereof (relating to contributions attributable
to wage reduction) are treated at Section 6 of Article III.

Notwithstanding any other provision of this Section 6, no refund shall be made
to the Company which is specifically chargeable to the Account of any
Participant in excess of one hundred percent (100%) of the amount in such
Account, nor shall a refund be made by the Trustee of any funds, otherwise
subject to refund hereunder, which have been distributed to Participants and/or
beneficiaries. In the case that such distributions become refundable, the
Company shall have a claim directly against the distributees to the extent of
the refund to which it is entitled. All refunds pursuant to this Section 6 shall
be limited in amount, circumstance and timing to the provisions of Section
403(c) of the Employee Retirement Income Security Act of 1974, as amended, and
no such refund shall be made if, solely on account of such refund, the Plan
would cease to be a qualified Plan pursuant to Section 401(a) of the Code.

SECTION 7.        TRANSMITTING THE COMPANY CONTRIBUTIONS

Each Company Contribution shall be sent to the Trustee as promptly as
practicable following the determination of the amount thereof, and, in any
event, on or before the date established by law (including any extension
thereof) for the filing of the Company's federal income tax return for the
taxable year with respect to which such Company Contribution is made.

Contributions made pursuant to Section 2 hereof shall be made no later than the
date specified in the preceding sentence, and shall be made at such earlier
dates as may be practicable provided, however, that no wage reduction amount
shall be held by the Company without contributing same to the Plan for a period
longer than the longest period that is permissible under regulations published
under Section 401(k) of the Code, and, in any event, amounts contributed under

                                      -18-


Section 2 hereof with respect to any Plan Year shall be deemed credited to the
Pre-Tax Savings Plan Contributions subaccount of the Participant not later than
the last day of such Year.

SECTION 8.        CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
IV, the Company Contributions and Company Wage Reduction Contributions shall be
transmitted to and held under the Non-ESOP Feature of the Plan. As provided in
Section 3 and Section 5 of Article V, such contributions may be transferred
later from the Non-ESOP Feature and ESOP Feature.

                                      -19-


                                    ARTICLE V
                           INVESTMENT OF CONTRIBUTIONS

SECTION 1.        INVESTMENT OF FUNDS

Except for Unvested Company Contributions, and, subject to Section 4 of Article
XVIII, ESOP Contributions, the amounts in a Participant's Account may be
invested on behalf of such Participant in one or more of the following
Investment Options, at the Participant's discretion:

         (a)      Option A:         Cash with Interest. - Cash will be invested
                                    in a fixed income account with a bank,
                                    insurance company, or an investment adviser
                                    registered under the Investment Advisers Act
                                    of 1940.

         (b)      Option B:         Mutual Fund(s). - Cash will be invested in
                                    one or more mutual funds approved by the
                                    Committee and made available to
                                    Participants.

         (c)      Option C:         A fund comprising a pooled account of Common
                                    Stock of the Company.

The amounts credited to a Participant's Account from, subject to Section 4 of
Article XVIII, the ESOP Contributions and Unvested Company Contributions shall
be invested in the Common Stock fund.

SECTION 2.        INSTRUCTIONS TO THE TRUSTEE

A Participant will instruct the Trustee in writing as to the manner in which
his/her contributions in his/her Account, other than Company Contributions and
ESOP Contributions, shall be invested in any one or more of the Investment
Options in such proportions as he/she sees fit, except that the amounts so
specified shall be in multiples of one percent (1%). A Participant may likewise
instruct the Trustee with respect to the retention or investment of the Vested
portion of the Company Contributions subaccount and, subject to Section 4 of
Article XVIII, the ESOP Contributions subaccount allocated to his/her Account,
subject to the same limitations as apply to the investment of the contributions
in his/her Account other than Company Contributions.

Investment instructions with respect to the contributions in his/her Account
other than Company Contributions and ESOP Contributions, and with respect to the
Vested portion of the Company Contributions and, subject to Section 4 of Article
XVIII, the ESOP Contributions subaccount may be different, both as to the kind
of investment and as to the relative amounts to be invested in such investments.
Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the
Unvested portion of the Company Contributions subaccount shall remain invested
in the Common Stock fund.

SECTION 3.        TRANSFER TO THE ESOP FEATURE

Effective January 1, 2002, any amount of the Participant's Non-ESOP Account
invested in the Common Stock fund shall transfer to the Participant's ESOP
Account as of the first day of the

                                      -20-


Plan Year immediately succeeding the Plan Year in which the contributions
comprising such amounts invested in the Common Stock fund were made to the Plan.
Notwithstanding the foregoing, any amount in a Participant's Account that is
attributable to contributions made to the Plan prior to January 1, 2002 and that
is invested in the Common Stock fund on December 31, 2001 shall be transferred
to the Participant's ESOP Account effective as of January 1, 2002.

SECTION 4.        TRUSTEE OPTIONS

The Trustee is authorized to purchase treasury or authorized but unissued Common
Stock of and from the Company, if offered by it, at the applicable fair market
value.

SECTION 5.        CHANGING OF INVESTMENTS

As to the investment of future contributions with respect to which the
Participant has investment discretion, the Participant shall have the right, at
any time, but not more often than once daily, to instruct the Trustee to change
the amounts to be invested in any Investment Option(s) for all his/her
contributions. A Participant shall instruct the Trustee pursuant to this Section
5 with regard to the investment of any portion of the Participant's Account
attributable to Transfer Contributions.

Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of
this Article V, any amount that the Participant chooses to invest in the Common
Stock fund, pursuant to this Section 5, shall be held in the Participant's
Non-ESOP Account on and after January 1, 2002, subject to transfer to the
Participant's ESOP Account. Effective January 1, 2002, any such amount invested
in the Common Stock fund shall transfer to the Participant's ESOP Account as of
the first day of the Plan Year immediately succeeding the Plan Year in which the
investments were changed into the Common Stock fund. On and after January 1,
2002, any amount that the Participant chooses to invest in any Investment
Option(s) other than the Common Stock fund, pursuant to this Section 5, shall
beheld in the Participant's Non-ESOP Account.

All such directions to sell or to redeem securities held in the Participant's
Account or to reinvest the proceeds and all changed investment directions shall
become effective during the Transaction Period, as such term is defined in
Section 1 of Article XV. All such directions received and completed prior to
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business shall be effective as of the close of the
business day of receipt of such directions. All such directions received and
completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the
New York Stock Exchange are open for business shall be effective as of the
following day when both the Trustee and the New York Stock Exchange are open for
business.

SECTION 6.        EARNINGS FROM INVESTMENTS

Except as provided in Section 6 of Article XVIII, earnings from the Investment
Options shall be reinvested in the Investment Option producing such earnings.

                                      -21-


SECTION 7.        UNINVESTED FUNDS UNDER INVESTMENT OPTIONS

Any funds in the hands of the Trustee as to which the Participant has instructed
the Trustee to invest in any given Investment Option but which temporarily
remains uninvested may be held by the Trustee in cash. Shares of Common Stock
shall be in full shares only, with no fractional shares being purchased or held.
Amounts creditable to the Accounts of Participants which cannot be invested in
the Investment Option selected because such amounts are insufficient to purchase
a full share of Common Stock shall be temporarily held pursuant to this Section
6 as uninvested funds for the benefit of the Account to which such amount is
allocable.

SECTION 8.        SELECTION OF INVESTMENT OPTION

The selection of an Investment Option by a Participant will be entirely the
responsibility of such Participant. Neither Trustee, the Committee, the Company,
nor any of its personnel shall be empowered to advise a Participant as to the
manner in which the amounts credited to any Account shall be invested. The fact
that a security is available to Participants for investment under this Plan
shall not be construed as a recommendation for the purchase of that security,
nor shall the designation of any Investment Option impose any liability on the
Trustee, the Committee, the Union, the Company, or any of its personnel.

                                      -22-


                                   ARTICLE VI
                            VESTING OF CONTRIBUTIONS

SECTION 1.        VESTING OF PARTICIPANT CONTRIBUTIONS

A Participant shall have a nonforfeitable interest in his/her Account balance to
the extent that it is attributable to contributions made by him/her or on
his/her behalf including (but not limited to) Company Wage Reduction
Contributions (but not including Company Contributions), at all times (subject
to the terms and conditions of Articles IX and XI), and in all assets in his/her
Account attributable thereto.

SECTION 2.        VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Company Contributions and ESOP Contributions, if any, shall become Vested to the
Participant on the date such Participant completes five (5) years of Continuous
Credited Service (Article II, Section 2). For Participants with five (5) or more
years of Continuous Credited Service, Company Contributions and ESOP
Contributions will become Vested immediately upon being placed in his/her
Account. Notwithstanding the foregoing, a Participant shall at all times be
Vested in any earnings and dividends paid on the investments of Unvested Company
Contributions and ESOP Contributions held in the Participant's Account. Full one
hundred percent (100%) vesting shall also occur upon attainment of the
Participant's Normal Retirement Date.

Should a Participant terminate participation in the Plan by reason of any of the
following, all Company Contributions and ESOP Contributions will become one
hundred percent (100%) Vested to the Participant:

         (a)      Total and Permanent Disability

         (b)      Death

         (c)      Termination of the Plan, (or partial termination of the Plan
                  if the Participant is affected thereby), or

         (d)      Complete and final discontinuance of Company Contributions.

If a Participant terminates employment at a time when his/her Company
Contributions and ESOP Contributions are Unvested, such Unvested contributions
shall be forfeited upon the earlier of (i) the distribution to the Participant
of the Vested portion of his/her Account or (ii) the close of five consecutive
Severance Periods after such termination of employment.

SECTION 3.        VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

A Participant who has restored previously forfeited ESOP Contributions or
Company Contributions (as described in Section 7 of Article XI) shall have these
restored ESOP Contributions and Company Contributions vest provided restoration
is made prior to the attainment of five (5) years Continuous Credited Service by
the Participant.

                                      -23-


                                   ARTICLE VII
                           SUSPENSION OF PARTICIPATION

SECTION 1.        SUSPENSION RESULTING FROM JOB TRANSFER

In the event that a Participant is transferred to a job with the Company which
renders such Participant ineligible to participate actively in this Plan, then,
in such event, such Participant's Active Participation shall be deemed to be
suspended. However, during the period of suspension the Participant's Account
shall continue to be vested as if no suspension had occurred.

Such suspension shall remain in effect until:

         (a)      the Participant is transferred to a job whereby he/she would
                  be re-eligible to be an active Participant in the Plan, or

         (b)      a termination occurs pursuant to Article XI of the Plan.

                                      -24-


                                  ARTICLE VIII
                 APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED

SECTION 1.        APPLICATION OF FORFEITURES

All Company Contributions and ESOP Contributions forfeited in accordance with
Article VI, Section 2 shall be used to reduce the Company's subsequent
contributions to the Plan. However, such forfeited Company Contributions and
ESOP Contributions will be restored to the Participant's Account should the
Participant exercise restoration rights as defined in Section 7 of Article XI.

In the event that the Plan is terminated, any forfeitures not previously applied
to reduce Company Contributions shall be credited (on the basis of each
individual Participant's current year Compensation as a ratio to the total
current year Compensation of all Participants) to the Accounts of all
Participants entitled to share in the allocation of Company Contributions at the
time of such termination.

SECTION 2.        TREATMENT OF FORFEITED SECURITIES

Forfeited securities shall be converted to cash and be invested by the Trustee;
such cash shall be applied to the reduction of the next contribution by the
Company.

Upon forfeiture of a portion of the Company Contributions or ESOP Contributions,
the Trustee shall sell such amount of the securities allocated to the
Participant's Account as may be necessary to effect the forfeiture.

                                      -25-


                                   ARTICLE IX
                           WITHDRAWAL OF CONTRIBUTIONS

SECTION 1.        WITHDRAWAL EVENTS

No amount may be withdrawn by a Participant from Company Wage Reduction
Contributions, Company Contributions, or ESOP Contributions earlier than the
occurrence of hardship (see Section 2 below) or one of the following events:

         (a)      the Participant's retirement, death, Total and Permanent
                  Disability, or termination of Employee status;

         (b)      termination of the Plan without establishment of a successor
                  plan;

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

         (d)      the sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation;

         (e)      the sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

         (f)      An Eligible Rollover Distribution by a Distributee to an
                  Eligible Retirement Plan in accordance with the provisions of
                  Article XI, Section 6.

SECTION 2.        HARDSHIP WITHDRAWALS

If a Participant requests a hardship withdrawal prior to the occurrence of an
event in Section 1 above, such request will require the consent of the Committee
and such consent shall be given only if, under uniform rules, the Committee
determines that

         (a)      the purpose of the withdrawal is to meet immediate and heavy
                  financial needs of the Participant,

         (b)      the amount does not exceed such financial need, and

         (c)      the amount of the withdrawal is not immediately available from
                  the resources of the Participant.

A withdrawal made on account of hardship must be made first, from Company
Contributions and earnings (if Vested) and then only from Company Wage Reduction
Contributions of the Participant, and not from earnings credited thereto.

                                      -26-


Employees who make a hardship withdrawal may not make elective contributions for
the tax year following the tax year of distribution, greater than the Code
Section 402(g) limit minus the elective contributions for the year of
distribution.

SECTION 3.        FREQUENCY OF WITHDRAWALS.

Except for distribution at retirement, disability, or death, [Article XI,
Section 2(b)], withdrawals may not be made more frequently than once in any
twelve (12) month period.

                                      -27-


                                   ARTICLE X
                           DESIGNATION OF BENEFICIARY

Each Participant must file with the Committee a written designation of a
Designated Beneficiary or Beneficiaries in the form prescribed by the Committee
with respect to all or part of the securities and cash held for the account of
such Participant. Such Designated Beneficiary shall be a Participant's spouse
or, if he/she has no spouse or his/her spouse consents (in the manner
hereinafter described in this Article) to the designation hereinafter provided
for in this Article, such person or persons other than, or in addition to,
his/her spouse as may be designated by a Participant as his/her death
beneficiary under the Plan. Such a designation may be made, revoked or changed
only by an instrument (in form acceptable to the Committee) which is signed by
the Participant, which includes his/her spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
spouse being named as the Participant's sole Beneficiary), and which is filed
with the Committee before the Participant's death. A spouse's consent required
by this Article shall be signed by the spouse, shall acknowledge the effect of
such consent, shall be witnessed by a member of the Committee or by a notary
public and shall be effective only with respect to such spouse. At any time when
all the persons designated by the Participant as his/her Designated Beneficiary
have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or,
if he/she does not then have a spouse, the Participant's estate. If a
Participant has no spouse and he/she has not made an effective Beneficiary
designation pursuant to this Article, his/her Designated Beneficiary shall be
his/her estate.

                                      -28-


                                   ARTICLE XI
                          DISTRIBUTION OF CONTRIBUTIONS

SECTION 1.        DISTRIBUTION UPON OCCURRENCE OF EVENTS

Subject to the provisions of Section 3 of this Article, distributions may be
made to a Participant or the Designated Beneficiary, as the case may be, upon
the occurrence of the following stated events:

         (a)      Termination of a Participant's participation in the Plan, or
                  cessation of the Participant's right to share in the
                  allocation of the Company Contributions or ESOP Contributions
                  made to the Plan (other than a temporary cessation on account
                  of a temporary suspension of Participant contributions), or

         (b)      Termination of the Plan without establishment of a successor
                  plan, or

         (c)      The sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation, or

         (d)      The sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

                  Effective as of January 1, 1998, if the present value of any
                  nonforfeitable accrued benefit, at the time of distribution or
                  at the time of any subsequent distribution, exceeds $5,000
                  such benefit may not be immediately distributed without the
                  consent of the Participant.

SECTION 2.        TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE
PLAN

A Participant's Active Participation in the Plan will be terminated if he/she:

         (a)      Voluntarily elects to cease contributions to the Plan,

         (b)      Terminates employment from the Company voluntarily or
                  involuntarily,

         (c)      Retires from the Company under one of its retirement programs,

         (d)      Suffers a Total and Permanent Disability,

         (e)      Dies.

         (f)      Becomes Vested in all Company Contributions and ESOP
                  Contributions in his/her Account and remains in a job whereby
                  he/she is ineligible to be an active Participant in the Plan.

                                      -29-


SECTION 3.        DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND
ESOP CONTRIBUTIONS

If a Participant terminates employment with the Company, either voluntarily or
involuntarily, before the Company Contributions or ESOP Contributions are
Vested, the Participant will receive the then current market value of the larger
of:

         (a)      the Participant's Pre-Tax Savings Plan Contributions, plus all
                  earnings (not to exceed the current market value of the entire
                  Account), or

         (b)      the current market value of the entire Account less the
                  Unvested Company Contributions and Unvested ESOP
                  Contributions.

If a Participant, who remains an employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan before any of the Company
Contributions or ESOP Contributions are Vested, he/she will receive the amount
described above in this Section 3, less the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon
attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount.

SECTION 4.        DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

Subject to Article XI, Section 1, if a Participant terminates employment with
the Company after Company Contributions and ESOP Contributions are Vested, the
Participant will receive the then current market value of the entire Account
when he/she elects to make a voluntary withdrawal.

If a Participant, who remains an Employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions
and ESOP Contributions are Vested, or remains in a job whereby he/she is
ineligible to be an active Participant in the Plan, he/she will receive the
amount described above in this Section 4, less the then current market value of
his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall,
upon attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains
employed by the Company and who has attained age 59 1/2, voluntarily elects to
withdraw from the Plan after he/she becomes Vested in Company Contributions and
ESOP Contributions credited to his/her Account, he/she will receive the entire
amount described in this Section 4 as if he/she had terminated employment with
the Company.

SECTION 5.        DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY

If a Participant dies, retires or suffers a Total and Permanent Disability, the
Participant or Designated Beneficiary will receive the then current market value
of his/her Account. Distribution will not occur upon retirement or Total and
Permanent Disability in the event a Participant elects to defer the commencement
of distribution in accordance with Section 6 of this Article.

SECTION 6.        DISTRIBUTION OF ACCOUNTS

                                      -30-


         (a)      Form of Distribution of Accounts to a Participant During
                  His/Her Lifetime:

                  If a Participant terminates participation in the Plan, due to
                  a separation from service or, if earlier, age 59 1/2,
                  distribution shall be made, subject to other limitations of
                  this Plan, by one of the following methods as he/she shall
                  elect:

                  (1)      Payment in cash, or

                  (2)      If the Participant has selected one or more of the
                           Investment Options:

                           (i)      payment in cash,

                           (ii)     payment in securities held for the
                                    Participant's Account, or

                           (iii)    a combination of (i) and (ii) above at the
                                    option of the Participant.

         (b)      Distribution of Cash and/or Securities

                  Distribution of cash and/or securities to a Participant who
                  either (i) retires from the Company under one of its
                  retirement programs, (ii) suffers a Total and Permanent
                  Disability, or (iii) dies, or (iv) becomes Vested in all
                  Company Contributions and ESOP Contributions in his/her
                  Account and remains in a job whereby he/she is ineligible to
                  be an active Participant in the Plan, shall be made, at the
                  Participant's or Designated Beneficiary's option, in one of
                  the following forms:

                  (1)      A single distribution to be received within ninety
                           (90) days from the date the Participant terminated
                           participation in the Plan,

                  (2)      Two (2) installment distributions, with the first
                           installment to be at least fifty percent (50%) of the
                           Participant's Account balance (as determined in
                           Section 3, 4 or 5 of this Article) and to begin
                           within ninety (90) days from the date the Participant
                           terminated participation in this Plan, and the second
                           and final installment to include the remainder of the
                           Account balance and to be received within twenty-four
                           (24) months after the date the Participant terminated
                           participation in this Plan.

                  (3)      For events described in Section 1(c) or 1(d) of this
                           Article, distribution will be made in a lump sum as
                           provided by Section 401(k)(10) of the Code.

                  Distribution of cash and/or securities to a Participant who
                  voluntarily elects to withdraw from the Plan or terminates
                  employment from the Company, voluntarily or involuntarily,
                  shall be made in a single distribution to be received within
                  ninety (90) days from the date the Participant terminated
                  participation in the Plan.

                  Notwithstanding the foregoing, a Participant who retires from
                  the Company under one of its retirement programs (except a
                  deferred vested pension) may elect to

                                      -31-


                  defer the commencement of distribution and remain a
                  Participant in this Plan until no later than April 1 of the
                  calendar year following the calendar year in which he/she
                  attains age 70 1/2.

                  Should the Participant fail to select a form of distribution
                  as previously described, the final distribution will be made
                  in a single distribution as described in Section 6(b) (1) of
                  this Article, in the form of the Investment Option(s) then in
                  the Account.

                  If a Participant should die before (all) distribution(s) has
                  (have) been made, such distribution(s) shall be made to the
                  Designated Beneficiary.

         (c)      Distribution in Case of the Death of a Participant While an
                  Employee

                  In the event of the death of a Participant while an Employee,
                  distribution shall be made in accordance with Article X. Each
                  Designated Beneficiary shall make an appropriate election as
                  provided in Section 6(b) of this Article.

                  If the Designated Beneficiary should die before the final
                  distribution has been made then such final distribution shall
                  be made to the legally appointed representative(s) of the
                  Designated Beneficiary.

         (d)      Direct Rollover of Eligible Rollover Distributions

                  This subsection 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 subsection, a Distributee, as defined
                  under paragraph (1)(iii) of this subsection, may elect, at the
                  time and in the manner prescribed by the plan administrator,
                  to have any portion of an Eligible Rollover Distribution, as
                  defined under paragraph (1)(i) of this subsection, paid
                  directly to an Eligible Retirement Plan, as defined under
                  paragraph (1)(ii) of this subsection, specified by the
                  Distributee in a Direct Rollover, as defined under paragraph
                  (1)(iv) of this subsection.

                  (1)      Definitions

                           (i)      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 any distribution to the extent such
                                    distribution is required under section
                                    401(a)(9) of the Code, any distribution that
                                    is one of a series of substantially equal
                                    periodic payments (paid not less frequently
                                    than annually) over the life (or life
                                    expectancy) of the distributee or the joint
                                    lives (or life expectancies) of the
                                    distributee and a designated beneficiary or
                                    for a specified period of ten years or more,
                                    the portion of any distribution that is not
                                    includible in gross income, such other
                                    amounts specified in Treasury regulations
                                    and rulings, notices or announcements issued

                                      -32-


                                    under Section 402(c) of the Code, and,
                                    effective January 1, 1999, any "hardship"
                                    distribution (as defined in Code Section
                                    401(k)).

                           (ii)     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.

                           (iii)    Distributee: A Distributee includes a
                                    Participant or the Participant's surviving
                                    spouse or Participant's former spouse who is
                                    the alternate payee under a qualified
                                    domestic relations order, as defined in
                                    section 414(p) of the Code.

                           (iv)     Direct Rollover: A Direct Rollover is a
                                    payment by the Plan to the Eligible
                                    Retirement Plan specified by the
                                    Distributee.

         (e)      Miscellaneous Provisions Relating to Distributions

                  Any distribution to which a Participant or the Designated
                  Beneficiary may be entitled shall have deducted therefrom all
                  incident expenses and/or taxes.

                  The Committee shall be notified upon forms prescribed by it as
                  to all actions which are to be taken under this Section by a
                  Participant or Designated Beneficiary.

                  The Trustee shall be notified in writing by the Committee
                  concerning any action required by the Trustee to be taken
                  under this Section.

                  Unless the Participant elects otherwise, in no event shall any
                  retirement, death, or disability benefit commence later than
                  the sixtieth (60th) day after the latest of the close of the
                  Plan Year in which (1) occurs the date on which the
                  Participant attains the earlier of age 65 or the normal
                  retirement age specified hereunder (if other than 65) (whether
                  or not by reason of reference to the Company's retirement
                  programs), (2) occurs the tenth anniversary of the year in
                  which the Participant commenced participation in the Plan, or
                  (3) the Participant terminates service with the Company.

         (f)      Provision Pursuant to Code Section 401(a)(9)

                  All distributions required under this Article XI shall be
                  determined and made in accordance with the proposed
                  regulations under Code Section 401(a)(9) including the minimum
                  distribution incidental benefit requirement of section
                  1.401(a)(9)-2

                                      -33-


                  of the proposed regulations, as may be amended or promulgated
                  from time to time.

                  (1)      Notwithstanding any other provision of the Plan, for
                           individuals who are five percent (5%) owners (as
                           defined in Section 416 of the Code) or who attain age
                           seventy and one-half (70 1/2) in Plan Years prior to
                           2003, the entire interest of each such Participant
                           under the Plan shall be distributed, commencing not
                           later than April 1 of the calendar year following the
                           calendar year in which he/she attains age seventy and
                           one-half (70 1/2).

                           For individuals who are not five percent (5%) owners
                           (as defined in Section 416 of the Code) and who
                           attain age seventy and one-half (70 1/2) in Plan
                           Years after 2002, the entire interest of each such
                           Participant in the Plan shall be distributed to
                           him/her by April 1 of the calendar year following the
                           later of either:

                           (i)      the calendar year in which the Employee
                                    attains age seventy and one-half (70-1/2),
                                    or

                           (ii)     the calendar year in which the Employee
                                    retires.

                           Such distribution shall be (1) in accordance with
                           regulations prescribed by the Secretary of the
                           Treasury, over the life of such Participant and
                           his/her Designated Beneficiary, or (2) in accordance
                           with such regulations, over a period not extending
                           beyond the life expectancy of such Participant or the
                           life expectancy of such Participant and his/her
                           Designated Beneficiary.

                  (2)      If distribution of a Participant's interest under the
                           Plan has begun in accordance with paragraph (1) of
                           this subsection and such Participant dies before
                           his/her entire interest has been distributed to
                           him/her, the remaining portion of such interest shall
                           be distributed to his/her Designated Beneficiary at
                           least as rapidly as under the method of distribution
                           being used under such paragraph (1) as of the date of
                           his/her death.

                  (3)      If a Participant dies before the distribution of
                           his/her interest under the Plan has begun in
                           accordance with paragraph (1) of this subsection, the
                           entire interest of the Participant shall be
                           distributed to his/her Designated Beneficiary within
                           five (5) years after such Participant's death;
                           provided, however, that such five-year rule shall not
                           be applicable to any portion of the Participant's
                           interest under the Plan which is payable to any
                           individual designated by the Participant as his/her
                           Designated Beneficiary if:

                           (i)      such portion will be distributed (in
                                    accordance with regulations prescribed by
                                    the Secretary of the Treasury) over the life
                                    of such Designated Beneficiary, and

                           (ii)     such distributions to such Designated
                                    Beneficiary begin not later than one year
                                    after the date of the Participant's death or
                                    such later

                                      -34-


                                    date as the Secretary of the Treasury may by
                                    regulations prescribe or, if such Designated
                                    Beneficiary is the Participant's surviving
                                    spouse, not later than the date on which the
                                    Participant would have attained age 70 1/2.

                  (4)      If the Participant's surviving spouse is his/her
                           Designated Beneficiary and such spouse dies before
                           the distributions to such spouse begin, paragraph (3)
                           shall be applied as if the surviving spouse were the
                           Participant.

                  (5)      Under regulations prescribed by the Secretary of the
                           Treasury, for purposes of this subsection, any amount
                           paid to a child shall be treated as if it had been
                           paid to the surviving spouse if such amount will
                           become payable to the surviving spouse upon such
                           child reaching majority (or other designated event
                           permitted under such regulations).

SECTION 7.        RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

Each Participant who has forfeited any Company Contributions or ESOP
Contributions has the right to gain restoration of the forfeited Company
Contributions and ESOP Contributions. A Participant who (i) terminates
participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article
XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his
Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of
the third paragraph of Section 2 of Article VI and (iv) subsequently becomes
rehired by the Controlled Group, will have the right within the earlier of (1)
five (5) years after re-employment or (2) the close of five (5) consecutive
Severance Periods commencing after the date of distribution, to restore to the
Account the dollar value of the previously forfeited Company Contributions and
ESOP Contributions by contributing back to the Account the total lump sum amount
(dollar value as of the date of distribution) of the distribution which caused
the forfeiture.

SECTION 8.        DETERMINATION OF VALUE

Determinations of value hereunder shall be made pursuant to an annual valuation
by the Trustee at the fair market value as of the close of business on the
annual valuation date to be established by the Trustee. If no such date is
established, the annual valuation date shall be the last day of the Plan Year.
Interim valuations, or partial valuations of one or more of the investment
funds, may occur upon the direction of the Committee. The then current value of
a Participant's Account, or any part thereof, as of any date, shall be
determined by reference to the valuation (whether or not the annual valuation)
coincident with or last preceding the date as of which such Account is to be
valued.

                                      -35-


                                  ARTICLE XII
                         MAXIMUM CONTRIBUTION LIMITATION

SECTION 1.        PROVISION PURSUANT TO CODE SECTION 415(c)

         (a)      MAXIMUM ANNUAL ADDITION: The "annual addition" to a
                  Participant's Account shall not exceed the lesser of (i)
                  $30,000 (as adjusted, effective January 1, 1995, pursuant to
                  Section 415(d) of the Code) or (ii) twenty-five percent (25%)
                  of the Participant's Compensation (as defined in paragraph (d)
                  below) for that Plan Year. The Compensation limitation in
                  (a)(ii) above shall not apply to amounts treated as Annual
                  Additions under Sections 415(l)(1) or 419A(f)(2) of the Code.

                  The term "annual addition" means the amount allocated to a
                  Participant's Account during the limitation year (as
                  hereinafter defined) that constitutes:

                  1.       Forfeitures;

                  2.       all Employee contributions;

                  3.       amounts allocated to an individual medical account,
                           as defined in section 415(1)(2) of the Code, which is
                           part of a pension or annuity plan maintained by the
                           Company are treated as annual additions to a defined
                           contribution plan. Also amounts derived from
                           contributions paid or accrued which are attributable
                           to post-retirement medical benefits, allocated to the
                           separate account of a key employee, as defined in
                           section 419A(d)(3) of the Code, under a welfare
                           benefit fund, as defined in section 419(e) of the
                           Code, maintained by the Company are treated as annual
                           additions to a defined contribution plan; and

                  4.       all Company Contributions

                  Any amount which may be excluded from the computation of
                  annual additions under Treas. Reg. 1.415-6 shall be excluded
                  from such computation.

                  In addition, all defined contribution plans of the Company,
                  terminated or not, shall, for purposes of these limitations,
                  be considered as one Plan.

         (b)      LIMITATION YEAR: For purposes of determining "annual
                  additions", the Limitation Year shall be the Plan Year.

         (c)      In the case of a group of Companies which constitutes a
                  controlled group of corporations (as defined in Section
                  1563(a) of the Code), all such Companies shall be considered a
                  single Company or employer for purposes of applying the
                  limitation of Section 415 of the Code.

         (d)      COMPENSATION. For purposes of this Section 1, Compensation
                  shall mean compensation within the meaning of Section
                  415(c)(3) of the Code and the regulations thereunder. For
                  limitation years beginning on and after January 1,

                                      -36-


                  2001, for purposes of applying the limitations described in
                  this section, compensation paid or made available during such
                  limitation years shall include elective amounts that are not
                  includible in the gross income of the employee by reason of
                  Section 132(f)(4) of the Code.

         (e)      ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the
                  allocation of forfeitures, a reasonable error in estimating a
                  Participant's Compensation, or under other facts and
                  circumstances provided for under Treasury Regulation 1.415-
                  6(b)(6), the annual addition to a Participant would exceed the
                  maximum provided in this Section 1, the administrator shall
                  return any voluntary Participant contributions credited for
                  the Limitation Year to the extent the return would reduce the
                  excess amounts in the Participant's Accounts; to the extent
                  excess amounts continue to exist, the excess amounts shall be
                  allocated and reallocated to other Participants in the Plan.
                  However, if such allocation or reallocation of the excess
                  amounts causes the limitations of Section 415 to be exceeded
                  with respect to each Plan Participant for the Limitation Year,
                  then such amounts shall be held unallocated in a suspense
                  account (the "Section 415 Suspense Account"). If a Section 415
                  Suspense Account is in existence at any time during a
                  particular Limitation Year, other than the Limitation Year
                  described in the preceding sentence, all amounts in the
                  Section 415 Suspense Account shall be allocated and
                  reallocated (subject to the limitations of Section 415) before
                  any contributions by the Company which would constitute annual
                  additions may be made to the Plan for that Limitation Year.
                  The Section 415 Suspense Account shall not share in any
                  earnings or losses of the Trust Fund.

SECTION 2.        PROVISION PURSUANT TO SECTION 415(e) OF THE CODE

This Section 2 shall not apply after December 31, 1999.

         (a)      Except as otherwise provided in Section 415(e) of the Code, in
                  any case in which an individual is a participant in both a
                  defined benefit plan and a defined contribution plan
                  maintained by the Affiliated Group, the sum of the defined
                  benefit plan fraction and the defined contribution plan
                  fraction for any Plan Year commencing on or after the
                  Effective Date shall not exceed 1. For purposes of the
                  preceding sentence,

                  (1)      the defined benefit plan fraction for any Plan Year
                           is a fraction (i) the numerator of which is the
                           projected annual benefit of the participant under the
                           plan (determined as of the close of the Plan Year),
                           and (ii) the denominator of which is the lesser of
                           (A) the product of 1.25, multiplied by the dollar
                           limitation in effect under Section 415(b)(1)(A) of
                           the Code for such Year, or (B) the product of 1.4,
                           multiplied by the amount which may be taken into
                           account under Section 415(b)(l)(B) of the Code with
                           respect to such participant under the plan for such
                           Year; and

                  (2)      the defined contribution plan fraction for any Plan
                           Year is a fraction (i) the numerator of which is the
                           sum of the annual additions to the participant's

                                      -37-


                           account as of the close of the Plan Year and for all
                           prior Plan Years, and (ii) the denominator of which
                           is the sum of the lesser of the following amounts
                           determined for such Plan Year and for each prior Plan
                           Year of service with the Affiliated Group;

                           (A)      the product of 1.25, multiplied by the
                                    dollar limitation in effect under Section
                                    415(c)(1)(A) of the Code for such Plan Year,
                                    or

                           (B)      the product of 1.4, multiplied by the amount
                                    which may be taken into account under
                                    Section-415(c)(1)(B) of the Code with
                                    respect to such participant under such plan
                                    for such Plan Year.

         (b)      Such reductions as are necessary to comply with the
                  limitations of this Section with respect to a Participant in
                  this Plan shall be made in his/her accrued benefit in
                  accordance with applicable law; provided, however, that
                  reductions shall first be made in accrued benefits in
                  accordance with the provisions of any defined contribution
                  plan of a controlled group member in which the Participant
                  also participates prior to reduction in annual additions
                  pursuant to a defined benefit plan, and to that end the
                  Company shall reduce such accrued benefits to the extent
                  necessary so that the defined contribution fraction set forth
                  in Subsection (a) (1) of this Section is reduced so that such
                  limitations are not exceeded, and reduction of annual
                  additions shall then be made in accordance with the provisions
                  of this Plan as are necessary to comply with the limitations
                  of this Section.

SECTION 3.        ANTI-DISCRIMINATION TEST

Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of
a Participant shall be limited, to the extent necessary to satisfy the
anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan
Year the Average Actual Deferral Percentage for the Highly Compensated Employees
with respect to any Plan Year shall not exceed the greater of (a) or (b):

         (a)      The average Actual Deferral Percentage for the Eligible
                  Employees who are Non-Highly Compensated Employees for the
                  Plan Year multiplied by 1.25, or

         (b)      The Actual Deferral Percentage for the Eligible Employees who
                  are Non-Highly Compensated Employees multiplied by 2;
                  provided, however, that the Average Actual Deferral Percentage
                  for the Highly Compensated Employees may not exceed the Actual
                  Deferral Percentage for the Eligible Employees who are
                  Non-Highly Compensated Employees by more than two (2)
                  percentage points (or such lesser amount as determined by the
                  Secretary of Treasury).

                  If, at any time during a Plan Year, the Actual Deferral
                  Percentage for the Highly Compensated Employees exceeds or is
                  reasonably expected by the Committee to exceed the greater of
                  (a) or (b) above, then the Committee, in its sole and absolute
                  discretion, shall distribute the Excess Contributions (as
                  hereinafter defined) and income allocable to the contributions
                  to the Highly Compensated Employees on whose behalf such
                  Excess Contributions were made. For purposes of this Section
                  3, Excess Contributions shall mean the amount determined
                  pursuant to Section

                                      -38-


                  401(k)(8)(B) of the Code. A Participant's Excess Contribution
                  shall be reduced, as determined by Secretary of the Treasury,
                  by the amount of any Excess Deferrals which are distributed to
                  the Participant pursuant to Section 1 of Article III. Any
                  distribution of the Excess Contributions shall be made to each
                  Highly Compensated Employee based on his respective portion of
                  the Excess Contributions by reducing the amount of Pre-Tax
                  Savings Plan Contributions actually paid over to the Trust on
                  behalf of the Employee whose Pre-Tax Savings Plan Contribution
                  is the greatest of the Highly Compensated Employees until such
                  Participant's Pre-Tax Savings Plan Contribution is equal to
                  the Pre-Tax Savings Plan Contribution of the Highly
                  Compensated Employees whose Pre-Tax Savings Plan Contribution
                  is the second greatest and continuing to prospectively reduce
                  the amount of Company Contributions to be paid over to the
                  Trust on behalf of the Highly Compensated Employees in a like
                  manner until the Actual Deferral Percentage of the Highly
                  Compensated Employees equals (by rounding up) for the Plan
                  Year the greater of (a) or (b) above.

                  The income allocable to a Participant's Excess Contributions
                  shall be determined by multiplying the income allocable to the
                  Participant's Pre-tax Savings Plan Contribution by a fraction,
                  the numerator of which is the Participant's Excess
                  Contribution and the denominator of which is the Participant's
                  balance in his Company Wage Reduction Contribution Account as
                  of the last day of the Plan Year.

                  The Excess Contributions which would otherwise be distributed
                  to the Participant shall be adjusted for income; shall be
                  reduced, in accordance with regulations, by the amount of
                  Excess Deferrals distributed to the Participant; shall, if
                  there is a loss allocable to the Excess Contributions, in no
                  event be less than the lesser of the Participant's Accounts
                  under the Plan or the Participant's Company Wage Reduction
                  Contribution for the Plan Year.

                  Amounts distributed under this Section 3 shall be treated as a
                  reduction in the amount of Compensation to be reduced pursuant
                  to Section 1 of Article III by each Participant.

                  In calculating the actual deferral percentage for purposes of
                  section 401(k), the actual deferral ratio of a Highly
                  Compensated Employee will be determined by treating all cash
                  or deferred arrangements under which the Highly Compensated
                  Employee is eligible (other than those that may not be
                  permissively aggregated) as a single arrangement.

                  This paragraph shall apply until January 1, 1997. In the case
                  of a Highly Compensated Employee who is one of the ten most
                  Highly Compensated Employees and is thereby subject to the
                  family aggregation rules of Section 414(q)(6), the actual
                  deferral ratio (ADR) for the family group (which is treated as
                  one Highly Compensated Employee) is the ADR determined by
                  combining the elective contributions, compensation and amounts
                  treated as elective contributions of all eligible family
                  members. Except to the extent taken into account in the

                                      -39-


                  preceding sentence, the elective contributions, compensation,
                  and amounts treated as elective contributions of all family
                  members are disregarded in determining the Actual Deferral
                  Percentages for the groups of Highly Compensated Employees and
                  nonhighly compensated employees.

                  This paragraph shall apply until January 1, 1997. In the case
                  of a Highly Compensated Employee whose ADR is determined under
                  the family aggregation rules, the determination of the amount
                  of excess contributions shall be made as follows: The ADR is
                  reduced in accordance with the "leveling" method described in
                  section 1.401(k)-1(f)(2) of the regulations and the excess
                  contributions are allocated among the family members in
                  proportion to the contributions of each family member that
                  have been combined.

                  Failure to correct Excess Contributions by the close of the
                  Plan Year following the Plan Year for which they were made
                  will cause the Plan to fail to satisfy the requirements of
                  Code Section 401(k)(3) for the Plan Year for which the Excess
                  Contributions were made and for all subsequent years they
                  remain in the Trust Fund. The Company will be liable for a ten
                  percent (10%) excise tax on the amount of Excess Contributions
                  unless they are corrected within two and one-half (2 1/2)
                  months after the close of the Plan Year for which they were
                  made.

                  To the extent required by the Code and Treasury Regulations,
                  the limitations set forth in Section 2 shall be applied
                  separately to each of the Non-ESOP Feature and the ESOP
                  Feature. Notwithstanding the foregoing, for purposes of
                  applying this Section 3 for any Plan Year in which

         (c)      the ESOP Feature is maintained, and

         (d)      the requirements of Sections 401(k)(12) and 401(m)(11) of the
                  Code are not satisfied

                  a single Actual Deferral Percentage will be calculated for the
                  group of eligible Employees who are Highly Compensated
                  Employees and a single Actual Deferral Percentage will be
                  calculated for the group of Eligible Employees who are
                  Non-Highly Compensated Employees for the Plan Year,
                  notwithstanding the existence of the ESOP portion of the Plan
                  and the disaggregation rules of Treasury Regulation Sections
                  1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason of the fact
                  that, notwithstanding the ESOP, all Pre-Tax Savings Plan
                  Contributions made in such Plan Year are allocated to the
                  Pre-Tax Savings Plan Contribution subaccount of the
                  Participant's Non-ESOP Account in such Plan Year (including
                  any Pre-Tax Savings Plan Contributions that are invested in
                  Common Stock) and such account is not part of the ESOP, and
                  all Company Contributions made in such Plan Year are allocated
                  to the Company Contribution subaccount of the Participant's
                  Non-ESOP Account in such Plan Year (including any Company
                  Contributions that are invested in Common Stock) and such
                  account is not part of the ESOP.

                                      -40-


                                  ARTICLE XIII
                                    RESERVED

                                      -41-


                                  ARTICLE XIV
                           ADMINISTRATION OF THE PLAN

SECTION 1.        SAVINGS PLAN COMMITTEE

The Plan shall be administered by the Defined Contribution Plan Committee which
shall be appointed by the Board of Directors of the Company.

The Committee shall consist of at least three (3) members who shall be
designated from time to time by the Board of Directors of the Company, and shall
act by at least a majority of members.

The Committee, by a majority vote of its members, shall appoint a plan
administrator, chairman and secretary. The plan administrator as appointed by
the Committee shall be the "Named Fiduciary" of the Plan with respect to
administrative matters, and the Trustee shall be the "Named Fiduciary" with
respect to the handling of Plan assets.

The Board of Directors shall, from time to time, notify the Trustee of the
number and the identity of the members of the Committee and the Trustee shall be
entitled to rely upon such notices.

SECTION 2.        ADMINISTRATION OF THE PLAN BY THE COMMITTEE

The Committee shall adopt such uniform and nondiscriminatory administrative
regulations under the Plan as it shall deem to be necessary or appropriate for
the efficient administration of the Plan.

The Committee shall have sole and absolute discretion to interpret the
provisions of the Plan or Trust Agreement (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan or Trust Agreement),
to make factual findings with respect to any issue arising under the Plan, to
determine the rights and status under the Plan of Participants and other
persons, to decide disputes arising under the Plan and to make any
determinations and factual and other findings with respect to the benefits
payable thereunder and the persons entitled thereto as may be required for the
purposes of the Plan. In furtherance of, but without limiting, the foregoing,
the Committee is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Committee):

         (a)      to resolve questions (including factual questions) arising
                  under the provisions of the Plan as to any individual's
                  entitlement to become a Participant;

         (b)      to determine the amount of benefits, if any, payable to any
                  person under the Plan (including, to the extent necessary,
                  making any factual findings with respect thereto); and

         (c)      to conduct the review procedure specified in Section 3 of this
                  Article.

The Committee shall have full power and authority to administer the Plan and to
interpret its provisions, and its interpretations shall be final and binding
upon the Company, its personnel, the

                                      -42-


Union, the Trustee and all other parties in interest, subject to the provisions
of Section 3(g) of this Article.

                                      -43-


SECTION 3.        FIDUCIARY PROVISIONS

         (a)      Named Fiduciaries

                  Among the named fiduciaries under the Plan shall be the
                  Company, and the Trustee, investment advisors or insurance
                  companies, each of which shall have such powers, duties,
                  responsibilities and authority as shall be specified in the
                  Plan or trust agreement entered into for the purpose of
                  managing the Trust Fund, subject to any delegation thereof as
                  provided in the Plan or such trust agreement. Any other
                  person, entity, committee, board, department, office, or
                  identifiable part of any legal entity may be designated by the
                  Company as a named fiduciary by an instrument signed by the
                  Company, delivered to such designated named fiduciary and to
                  the Trustee and accepted in writing by the designated named
                  fiduciary. Any such designation may be terminated at any time
                  by the Company or by such named fiduciary by written notice
                  delivered to the other of them and to the Trustee.

         (b)      Liability of Fiduciaries

                  To the extent permitted by law, (1) neither the Company nor
                  any director, officer, or Employee shall be personally liable
                  upon any contract or other instrument made or executed by
                  him/her or it or in his/her or its behalf in the
                  administration of the Plan or the Trust Fund; (2) neither the
                  Company nor any director, officer, or Employee who is a
                  fiduciary shall be liable for the neglect, omission or
                  wrongdoing of any other fiduciary; (3) the Company, person,
                  committee or board and each member thereof to whom the Company
                  delegates (or the Plan or trust agreement assigns) any duty
                  with respect to the Plan or Trust Fund, may rely and shall be
                  fully entitled to act upon the advice of counsel, who may be
                  of counsel for the Company, and upon the opinion, certificate,
                  valuation, report, recommendation or determination of an
                  actuary appointed by the Company to assist in the operation of
                  the Plan; (4) the Company and each director, officer, or
                  Employee who is a fiduciary shall be solely responsible for
                  his/her own acts or omissions; and (5) if any responsibility
                  of the Company or of a director, officer, or Employee who is a
                  fiduciary is allocated to any other person or if a person is
                  designated to carry out any responsibility in accordance with
                  the provisions of the Plan or trust agreement, then such
                  fiduciary shall not be responsible for any act or omission of
                  such person in carrying out such responsibility.

         (c)      Delegation of Fiduciary Duties

                  The Company may delegate to any person, entity, committee,
                  board, department, office, or identifiable part of any legal
                  entity any one or more powers, functions, duties or
                  responsibilities with respect to the Plan or the Trust Fund,
                  provided that no such power, function, duty or responsibility
                  which is assigned to a fiduciary (other than the Company)
                  pursuant to some other Section of the Plan or the trust
                  agreement shall be so delegated without the written consent of
                  such fiduciary.

                                      -44-


                  Any delegation pursuant to the preceding provisions: (1) shall
                  be signed by the Company and be delivered to and accepted in
                  writing by the delegate, (2) shall contain such provisions and
                  conditions relating to such delegation as the Company deems
                  appropriate, (3) may be amended from time to time by written
                  agreement signed on behalf of the Company and the delegate and
                  (4) may be revoked (in whole or in part) at any time by
                  written notice from the Company delivered to the delegate or
                  from the delegate to the Company.

         (d)      Personal Liability of Non-Fiduciaries

                  Except for gross neglect or malfeasance, no non-fiduciary
                  officers, directors or Employees of the Company shall be
                  personally liable for acts done hereunder or related hereto,
                  or for the making, retention or sale of any contract or
                  contracts made as herein provided, or for the failure to
                  invest or reinvest any funds or for any loss to or diminution
                  of the Trust Fund, nor shall any of them be personally liable
                  for or answerable to any Participant or any other person in
                  connection with any exercise of discretion under the terms of
                  this instrument relating to the payment or non-payment of
                  benefits.

         (e)      Defense of Fiduciaries and Non-Fiduciaries

                  The Company shall, at its expense, defend or provide for the
                  defense of any or all fiduciary or non-fiduciary officers,
                  directors or employees of the Company against any such claims,
                  allegations, suits, or charges relating to or incidental to
                  the above matter, and shall continue to do so in any given
                  cases, unless and until it shall clearly appear that gross
                  neglect or malfeasance is involved in any such particular
                  case.

         (f)      Claims for Benefits

                  Claims for benefits from this Plan shall be submitted to the
                  designated representative of the Committee on such forms as
                  may be designated by the Committee.

         (g)      Appeals Procedure

                  Upon the denial of any form of benefit, either partial or
                  total, the Participant or Designated Beneficiary shall have
                  the right to receive from the Committee a written notice
                  stating:

                  (1)      The specific reason for denial,

                  (2)      The pertinent Section of the Plan on which the denial
                           was based,

                  (3)      Other information the Committee may feel necessary to
                           explain the denial, and

                  (4)      An explanation of the claims review procedure.

                                      -45-


                  The Participant, Designated Beneficiary or a duly authorized
                  representative, may, within ninety (90) days of such denial,
                  file with the Plan Administrator an appeal for review of
                  denial of benefits. In considering any appeal pursuant to this
                  Section 3(g), the Plan Administrator shall have the same
                  powers to interpret the Plan and make factual findings with
                  respect thereto as are granted to the Committee under Section
                  2 hereof. The Participant, Designated Beneficiary or duly
                  authorized representative shall have the right to examine all
                  pertinent documents relating to the original denial within
                  sixty (60) days of the filing date of such appeal, the
                  Committee shall review such appeal and provide the Participant
                  a decision as to denial or approval. Such decision shall be in
                  writing and shall cover all pertinent facts considered in
                  making the decision.

SECTION 4.        ACTION BY THE COMPANY

Any action by the Company under this Plan shall be made pursuant to
authorization of its Board of Directors.

SECTION 5.        DELEGATION OF TRUSTEE'S FUNCTIONS

The Trustee and the Committee may, by agreement in writing, arrange for the
delegation by the Trustee to the Company of any of the functions of the Trustee,
except the custody and distribution of assets, the voting of Common Stock held
by the Trustee, and the purchase and sale or redemption of securities.

SECTION 6.        DUTIES OF THE TRUSTEE

The Trustee shall keep accurate and detailed accounts of all investments,
receipts and disbursements and other transactions.

The Trustee shall annually, following the close of each Plan Year, revalue and
adjust each Participant's Account at its current market value at the end of the
Plan Year.

The Trustee shall furnish at least annually to each Participant a statement
showing the status of his/her Account under the Plan. This statement shall be
deemed to have been accepted as correct unless written notice to the contrary is
received by the Trustee within thirty (30) days after its mailing or delivery
(if distribution is other than by mail) to a Participant.

SECTION 7.        ACCOUNTS OF THE TRUSTEE

The annual financial statement of the Plan shall be audited annually by auditors
selected by the Company.

SECTION 8.        RECORDS

The records of the Trustee, Committee and the Company shall be conclusive with
respect to all matters involved in the administration of this Plan.

                                      -46-


SECTION 9.        VOTING OF COMMON STOCK

         (a)      Each Participant shall have the right to direct the Trustee as
                  to the manner in which voting rights with respect to shares of
                  Common Stock held in the Participant's Account shall be
                  exercised.

         (b)      In order to implement the voting rights granted in this
                  Section, the Company shall furnish to the Trustee such
                  information as will be distributed to shareholders of the
                  Company in connection with each such vote and a form for the
                  use by Participants in directing the Trustee as to the manner
                  in which voting rights shall be exercised (the "Documents"),
                  in quantities approximately equal to the number of
                  Participants holding shares of Common Stock in Accounts at the
                  time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each
                  Participant the Documents as soon as practicable following the
                  furnishing of the Documents to the Trustee. The Trustee will
                  follow the written directions of each Participant with respect
                  to the voting of the shares of Common Stock held in such
                  Participant's Account, provided that such written directions
                  are received by the Trustee by the close of business two (2)
                  days prior to the time such shares must be voted. Any such
                  written direction by a Participant to the Trustee shall be
                  effective as of the date such direction is received by the
                  Trustee. Each Participant shall be permitted to revoke or
                  change such direction, provided such revocation or change is
                  received in writing by the Trustee by the close of business
                  two (2) days prior to the time such shares of Common Stock
                  must be voted.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 9(b) of this Article, the Trustee
                  shall vote all shares of Common Stock held in such
                  Participant's Account in the same manner in which the Trustee
                  is directed by Participants, pursuant to Section 9(b) of this
                  Article, to vote the majority of the aggregate shares of
                  Common Stock held in such Participants' Accounts unless the
                  Trustee is required, by ERISA, to vote the stock in a
                  different manner.

         (d)      The right granted to each Participant pursuant to this Section
                  9 to direct the manner in which shares of Common Stock
                  allocated to such Participant's Account are voted, and the
                  provisions instructing the Trustee regarding the manner in
                  which voting rights with respect to such shares shall be
                  exercised in the absence of written directions from a
                  Participant, shall include the manner in which the rights with
                  respect to corporate action by shareholder consent is
                  exercised.

         (e)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Documents and to
                  exercise all of the rights granted to each such Participant
                  pursuant to this Section 9 in the event of the death of such
                  Participant.

SECTION 10.       NOTICES

All notices, reports and statements given, made, delivered or transmitted to a
Participant shall be duly given, made, delivered or transmitted as the Committee
may deem appropriate.

                                      -47-


All directions, notices and other communications from Participants to the
Committee shall be in such form as may be prescribed by the Committee.

Such written directions, notices and other communications shall be mailed by
first class mail or delivered to the secretary of the Committee and shall be
deemed to have been given when received by the secretary or his/her duly
authorized representative.

SECTION 11.       COSTS AND EXPENSES

Except as provided in Article XV Section 3 with respect to transaction expenses,
all costs and expenses incurred in the administration of the Plan shall be paid
by the Company; provided, however, that any taxes which may be imposed on the
income or the assets of the trust shall be paid out of the assets in the hands
of the Trustee and shall be charged ratably against the Accounts of the
Participants. Notwithstanding the foregoing, any taxes incurred by reason of
specific investments or transactions shall be charged against those Accounts of
the Participants which were involved in such investments or transactions on the
basis of the respective interests of such Accounts in the investments or
transactions generating such tax liability.

SECTION 12.       MISCELLANEOUS

         (a)      Construction of Agreement

                  The Plan shall be governed by and construed in accordance with
                  the laws of the State of Ohio, to the extent those laws have
                  not been superseded by Federal law (which shall otherwise
                  apply).

         (b)      Participant's Rights

                  Participation in the Plan by a Participant shall in no way
                  affect any of the Company's rights as contained in the Basic
                  Labor Agreement between the Company and the Union.

         (c)      Headings

                  The headings and captions contained in this document are for
                  convenience of reference only, and are not deemed to
                  constitute a part of the Plan.

         (d)      Against Public Policy

                  Should any provision (or part of any provision) of this Plan
                  be determined by a court of competent jurisdiction to be
                  contrary to law or unenforceable as a matter of public policy,
                  such provision shall be considered severable, and this Plan
                  shall be considered not to include the provision in issue. The
                  Plan shall be construed by the Committee, by the Plan
                  Administrator, and all other persons relying on this document
                  as though such provision (or part thereof) did not exist, and
                  the Plan shall be applied and enforced in the manner
                  determined by the Plan Administrator to be most nearly
                  consistent with the deleted provision as is permissible under
                  law and public policy.

                                      -48-


         (e)      Certain Reversions to the Company Permitted

                  Reversions of contributions to the Company will be permitted
                  to the extent provided by Section 403(c) of ERISA.

                  Any contribution made by the Company because of a mistake of
                  fact must be returned to the Company within one year of the
                  contribution.

                  In the event the deduction of a contribution made by the
                  Company is disallowed under section 404 of the Code, such
                  contribution (to the extent disallowed) must be returned to
                  the Company within one year of the disallowance of the
                  deduction.

                  In the event that the Commissioner of Internal Revenue
                  determines that the plan is not initially qualified under the
                  Internal Revenue Code, any contribution made incident to that
                  initial qualification by the Company must be returned to the
                  Company within one year after the date the initial
                  qualification is denied, but only if the application for the
                  qualification is made by the time prescribed by law for filing
                  the Company's return for the taxable year in which the plan is
                  adopted, or such later date as the Secretary of the Treasury
                  may prescribe.

         (f)      Payment to Minor or Incompetent Person

                  In the event that any benefit payable under this Plan is
                  payable to or for the benefit of a minor, an incompetent
                  person, or other person incapable of receipting therefor, such
                  benefit shall be deemed paid when paid to such person's
                  guardian or to the party providing or reasonably appearing to
                  provide for the care of such person, and such payment shall
                  fully discharge the Trustee, the Plan Administrator, the
                  Company and all other parties with respect thereto.

         (g)      Forfeiture if Participant or Designated Beneficiary Cannot Be
                  Located

                  In the event that any benefit payable under this Plan to any
                  Participant or Designated Beneficiary cannot be paid because
                  the proper payee cannot be located or identified by the
                  Trustee, such benefit shall be deemed forfeited thirty-six
                  (36) months from the date on which the Trustee or Plan
                  Administrator first attempted to locate such payee, provided,
                  however, that upon presentation by such proper payee of a
                  subsequent claim for such forfeited benefit, the full amount
                  of the forfeited benefit shall be restored.

         (h)      Merger or Consolidation

                  In the event of the merger or consolidation of this Plan (or
                  any part thereof) into any other plan, or the transfer to or
                  from this Plan of any of the assets held for the benefit of
                  Participants and Designated Beneficiaries, each Participant
                  and Designated Beneficiary affected by such merger,
                  consolidation or transfer shall have an accrued benefit in the
                  surviving or transferee plan (determined as if such plan were
                  then terminated immediately after such merger, consolidation
                  or transfer) that is equal to or greater than his/her accrued
                  benefit to which he/she

                                      -49-


                  would have been entitled, had the Plan been terminated
                  immediately prior to the occurrence of such merger,
                  consolidation or transfer.

         (i)      Electronic Media

                  Notwithstanding any provision of the Plan to the contrary,
                  including any provision which requires the use of a written
                  instrument, to the extent permitted by applicable law, the
                  Committee may establish procedures for the use of electronic
                  media in communications and transactions between the Plan or
                  the Committee and Participants and Beneficiaries. Electronic
                  media may include, but are not limited to, e-mail, the
                  Internet, intranet systems and automated telephonic response
                  systems.

         (j)      Plan Conversions

                  Notwithstanding any provision of the Plan to the contrary,
                  during any conversion period, in accordance with procedures
                  established by the Committee, the Committee may temporarily
                  suspend, in whole or in part, certain provisions of the Plan,
                  which may include, but are not limited to, a Participant's
                  right to change his contribution election, a Participant's
                  right to change his investment election and a Participant's
                  right to borrow or withdraw from his Account or obtain a
                  distribution for his Account.

SECTION 13.       DESIGNATION OF TRUSTEE

In order to implement the Plan, the Company will enter into a trust agreement
with the Trustee to the end that contributions of the Participants and the
contributions of the Company shall be invested in accordance with the provisions
of this Plan and shall be held in Trust for the exclusive benefit of the
Participants or their Designated Beneficiaries.

The Company may, without further reference to or action by any Participant, from
time to time, enter into such further agreements with the Trustee or other
parties and make such amendments to said trust agreements or said further
agreements as it may be necessary or desirable to carry out the Plan, may from
time to time designate a successor Trustee or successor Trustees, or may take
such other steps to execute such other instruments as it may deem necessary or
desirable to put the Plan into effect or to carry out the provisions thereof.

SECTION 14.       TENDER AND EXCHANGE OFFERS

Notwithstanding any other provision contained herein to the contrary (including,
without limitation, the provisions of ARTICLE XIII), in the event the Trustee
receives (i) any tender offer which is subject to Section 14(d)(1) of the
Securities Exchange Act of 1934, as amended from time to time, and to
regulations promulgated thereunder, or (ii) any other offer or option to buy or
exchange more than thirty (30) percent of the outstanding shares of Common
Stock, the provisions of this Section 14 of ARTICLE XIV shall apply.

                                      -50-


         (a)      Each Participant shall have the right to direct the Trustee as
                  to whether to tender and sell or exchange pursuant to such
                  offer any whole and fractional shares of Common Stock held in
                  the Participant's Account.

         (b)      In order to implement the rights granted in this Section 14 of
                  ARTICLE XIV, the Company shall furnish to the Trustee such
                  information as may be distributed by it to shareholders of the
                  Company in connection with each such offer (the "Tender
                  Document"), in quantities approximately equal to the number of
                  Participants holding shares of Common Stock in Accounts at the
                  time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each
                  Participant the Tender Documents together with all other
                  materials that the Trustee receives as a shareholder from any
                  other party with respect to such offer (the "Additional Tender
                  Documents") and a form prepared by the Trustee for the use by
                  Participants in directing the Trustee as to whether or not
                  shares of Common Stock in the Participants' Accounts shall be
                  tendered and sold or exchanged as soon as practicable
                  following the furnishing of the Tender Documents and
                  Additional Tender Documents to the Trustee. The Trustee will
                  follow the written directions of each Participant with respect
                  to the tender, and sale or exchange if the tender is accepted,
                  of the whole and fractional shares of Common Stock held in
                  such Participant's Account, provided that such written
                  directions are received by the Trustee by the close of
                  business two (2) days prior to the time such shares must be
                  tendered. Any such written direction by a Participant to the
                  Trustee shall be effective as of the date such direction is
                  received by the Trustee. Each Participant shall be permitted
                  to revoke or change such direction, provided such revocation
                  or change is received in writing by the Trustee by the close
                  of business two (2) days prior to the time such shares of
                  Common Stock must be tendered. The Trustee shall tender all
                  shares of Common Stock as to which valid and timely directions
                  to do so have been received by it and have not been
                  subsequently timely revoked prior to the expiration date of
                  the offer to which the directions relate, and, to the extent
                  the tender is accepted, the shares so tendered shall be sold
                  or exchanged as soon as practical thereafter. Each Participant
                  may direct the Trustee to withdraw any shares of Common Stock
                  in the Participant's Account which were previously tendered,
                  and the Trustee shall withdraw such shares of Common Stock
                  prior to the withdrawal date of the offer, provided such
                  direction is received in writing by the Trustee by the close
                  of business two (2) days prior to the withdrawal date of the
                  offer. Any and all directions given to the Trustee by any
                  Participant pursuant to this Section 14 of ARTICLE XIV shall
                  remain in the strict confidence of the Trustee.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 14(b) of ARTICLE XIV, the Trustee
                  shall tender, and sell or exchange in the event the tender is
                  accepted, at the times provided in Section 14(b) of ARTICLE
                  XIV, all whole and fractional shares of Common Stock held in
                  such Participant's Account only if the Trustee is directed by
                  Participant, pursuant to Section 14(b) of ARTICLE XIV, to
                  tender and sell or exchange the majority of the aggregate
                  shares of Common Stock held in such Participants' Accounts.

                                      -51-


         (d)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Tender Documents and
                  Additional Tender Documents and to exercise all of the rights
                  granted to each such Participant pursuant to this Section 14
                  of ARTICLE XIV in the event of the death of such Participant.

         (e)      The price at which sales of the Company's Common Stock in
                  accordance with this Section 14 of ARTICLE XIV pursuant to a
                  tender or exchange offer described herein shall be credited to
                  the Participants' Accounts shall be the price paid in
                  connection with the tender or exchange offer. Shares of Common
                  Stock sold in accordance with this Section 14 of ARTICLE XIV
                  pursuant to a tender of exchange offer described herein shall
                  not be considered in computing weighted average price under
                  Section 2 of ARTICLE XV. The cash proceeds from the sale or
                  exchange of any shares of Common Stock tendered and sold or
                  exchanged pursuant to this Section 14 of ARTICLE XIV shall be
                  invested in accordance with the terms of the Plan. If, as a
                  result of a tender and sale or exchange, the Trustee receives
                  securities or other property, such securities or property
                  shall be held or reinvested in accordance with the terms of
                  the Plan. Any shares of Common Stock tendered or offered but
                  not purchased or exchanged shall be held or reinvested by the
                  Trustee in the trust created under this Plan in accordance
                  with the terms of the Plan.

         (f)      Transactions in the Company's Common Stock pursuant to a
                  tender or exchange offer in accordance with this Section 14 of
                  ARTICLE XIV need not be made through the facilities of the New
                  York Stock Exchange.

         (g)      The Account of each Participant for whom the Trustee has sold
                  or exchanged shares of Common Stock in connection with any
                  tender offer or exchange offer described in this Section 14 of
                  ARTICLE XIV shall be charged with a pro rata share of all
                  expenses incurred by the Trustee in all sales or exchanges
                  pursuant to such offer.

                                      -52-


                                   ARTICLE XV
                       SECURITIES TRANSACTIONS BY TRUSTEE

SECTION 1.        TRANSACTION PERIOD

For convenience in administration, the Committee and the Trustee shall establish
a period for (a) the purchase and sale of Mutual Fund shares or the Company's
Common Stock or (b) the deposit and withdrawal of Cash With Interest, which
shall be known as a Transaction Period. The Transaction Period shall commence at
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the
next succeeding day when both the Trustee and the New York Stock Exchange are
open for business. All purchases and sales of the Company's Common Stock or
Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by
the Trustee during the Transaction Period shall be in accordance with the
instructions and directions of the Participants (or of the Company as to
purchases of the Company's Common Stock with amounts to be credited to a
Participant's Account from Company Contributions attributable to Participant's
Contributions) which are received during a Transaction Period. The Trustee shall
not be required to respond to any subsequent instruction or direction received
during any Transaction Period until the next succeeding Transaction Period.

SECTION 2.        POOLED ACCOUNT FOR SECURITIES TRANSACTIONS

The transaction price for purchases and sales of Company's Common Stock shall be
determined based upon the closing price of the Company's Common Stock on the New
York Stock Exchange on a day when both the Trustee and the New York Stock
Exchange are open for business, times the total number of shares of the
Company's Common Stock in the Common Stock pooled account, plus uninvested cash
and accrued income, divided by the number of shares in the Common Stock pooled
account.

The transaction price for purchases and sales in each of the Mutual Funds shall
be determined based upon the closing price of each such Mutual Funds on a day
when both the Trustee and the New York Stock Exchange are open for business,
times the total number of shares in each such Mutual Funds pooled account, plus
uninvested cash and accrued income; divided by the total number of shares of
each such Mutual Funds pooled account.

Purchases and sales of the Cash With Interest Investment Option shall be charged
or credited on the basis of actual purchase and sale prices for the particular
transaction.

SECTION 3.        ALLOCATING TRANSACTION EXPENSE

Each Participant for whom the Trustee has sold and/or purchased shares in one or
more of the Investment Options available in the Plan pursuant to the
Participant's specific investment directions shall be charged for the expenses
incurred by the Plan in the exercise of the Participant's specific investment
option direction.

SECTION 4.        REGISTRATION OF SECURITIES

Securities held by the Trustee may be registered in the name of the Trustee or
its nominee.

                                      -53-


SECTION 5.        MISCELLANEOUS

The Trustee shall invest in the Company's Common Stock Investment Option, the
Cash With Interest Investment Option, or Mutual Fund Investment Option as
promptly as practicable after the receipt of Employee contributions.
Contributions temporarily held for investment in one of the Investment Options
shall be invested by the Trustee in a short term fund approved by the Committee.
All Transactions in the Company's Common Stock shall be made through the
facilities of the New York Stock Exchange except for the purchase of stock from
the Company as provided in Section 4 of Article V.

                                      -54-


                                   ARTICLE XVI
                                  ASSIGNABILITY

It is a condition of the Plan, and all rights of each Participant shall be
subject thereto, that, except as provided in a qualified domestic relations
order as defined in Section 414(p) of the Code, no right or interest of any
Participant in the Plan or in the Account shall be assignable or transferable in
whole or in part, either directly or by operation of law or otherwise,
including, but not by the way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, but excluding the
consequence of death, or mental incompetency, and no right of interest of any
Participant of the Plan or in the Account shall be liable for, or subject to,
any obligation or liability of such Participant. Notwithstanding any provision
of the Plan to the contrary, effective for judgments, orders, decrees or
settlements issued on or after August 5, 1997, the Plan shall honor a judgment,
order, decree or settlement providing for the offset of all or a part of a
Participant's benefit under the Plan, to the extent permitted under Code Section
401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii)
relating to the protection of the Participant's spouse (if any) are satisfied.

                                      -55-


                                  ARTICLE XVII
         AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN

SECTION 1.        AMENDMENT

Subject to Section 2 of this Article XVII, the Company may at any time and from
time to time, amend the Plan if in the opinion of the Company such amendment is
necessary to enable the Plan to meet the requirements of the Code (including the
regulations and rulings issued thereunder) or the requirements of any
governmental authority.

SECTION 2.        LIMITATION ON AMENDMENT

The Company shall make no amendment to the Plan which shall result in the
forfeiture or reduction of the interest of any Employee, Participant, former
Participant or person claiming under or through any one or more of them pursuant
to the Plan, except that nothing herein contained shall restrict the right to
amend the provisions hereof relating to the administration of the Plan.
Moreover, no such amendment shall be made hereunder which shall permit any part
of Participants' contributions to revert to any Company or be used or be
diverted to purposes other than the exclusive benefit of Employees,
Participants, former Participants, and beneficiaries.

SECTION 3.        TERMINATION

This Plan shall continue in effect until and including the 31st day of August,
2004. Thereafter it shall renew itself for yearly periods unless written notice
is given by either party to the other not less than sixty (60) days, but not
more than seventy-five (75) days, prior to the expiration date or any extension
thereof, that it is desired to terminate or amend the Plan. In the event such
notice is given, the parties shall begin negotiations not less than forty-two
(42) days prior to the termination date, unless otherwise mutually agreed to. If
negotiations are not completed prior to the expiration date, this Plan shall
terminate unless extended by mutual agreement of the parties. Upon termination,
this Plan shall terminate in all respects, except that no distributions shall be
made from the Plan until ninety (90) days following such termination, and any
distributions made upon termination of the Plan shall be subject to the terms of
Article XI Section 3. Except as herein otherwise provided, no provision of this
Plan shall be subject to change prior to the expiration date as determined
above.

Upon any termination or partial termination of the Plan, the rights of each
Participant to the assets then held in his/her Account under the Plan shall be
non-forfeitable.

                                      -56-


                                  ARTICLE XVIII
                                  ESOP FEATURE

SECTION 1.        ESTABLISHMENT OF ESOP

         (a)      The provisions of this Article XVIII shall become effective
                  January 1, 2002.

         (b)      The Plan shall consist of two components, the ESOP Feature and
                  the Non-ESOP Feature. The ESOP Feature shall consist of the
                  ESOP Account. The ESOP Feature is intended to qualify as a
                  stock bonus plan under Code Section 401(a) and as an employee
                  stock ownership plan under Code Section 4975(e)(7). The ESOP
                  Feature is designed to invest primarily in "qualifying
                  employer securities," as defined in Code Sections 4975(e)(8)
                  and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is
                  described in this Article XVIII. The provisions of this
                  Article XVIII shall supercede any contrary provisions of the
                  Plan.

SECTION 2.        ESOP ACCOUNT

         (a)      The Committee shall establish an ESOP Account in the name of
                  each Participant and shall thereafter maintain a record
                  thereof.

         (b)      The ESOP Account of each Participant shall be credited and
                  debited periodically during each Plan Year in which the ESOP
                  is maintained with any additions or reductions in the number
                  of shares of Common Stock held for such Participant in the
                  Plan due to the reallocation of the investment of the
                  Participant's Non-ESOP Account and ESOP Account, and with any
                  stock and cash dividends paid on Common Stock attributable to
                  units of the Common Stock fund.

         (c)      In the event that a Participant elects a partial liquidation
                  of the investment of his Account in Common Stock pursuant to
                  Section 5 of Article V, Common Stock shall be liquidated
                  pro-rata from the Participant's Non-ESOP Account and ESOP
                  Account.

SECTION 3.        ESOP CONTRIBUTIONS

The Company, in its discretion, may make ESOP Contributions from time to time in
such amounts as are determined by the Company. All ESOP Contributions shall be
made in Common Stock. ESOP Contributions for a Plan Year shall be allocated
among active Participants for the Plan Year. The amount allocated to each active
Participant shall be determined by multiplying each active Participant's
Compensation for such Plan Year by a fraction, the numerator of which is the
ESOP Contribution for such Plan Year, and the denominator of which is the total
Compensation of all active Participants for such Plan Year. ESOP Contributions
shall be treated as Company Contributions for purposes of distributions and
withdrawals from the Plan. The ESOP Contribution subaccount of a Participant
shall be invested in Common Stock, subject to the diversification rules provided
in Section 4 of this Article.

                                      -57-


SECTION 4.        DIVERSIFICATION OF INVESTMENT

Participants who are at least age 55 may diversify the investment of amounts,
including amounts not Vested, held in their ESOP Accounts by transferring
amounts out of the Common Stock fund to one of the other Investment Options in
accordance with the provisions of Section 5 of Article V. Any transfer of such
amounts out of the Common Stock fund to another Investment Option shall be
deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature.

SECTION 5.        PUT OPTION

         (a)      If shares of Common Stock distributable to a Participant or
                  his Beneficiary are at the time of the distribution not
                  readily tradable on an established market, the Participant or
                  Beneficiary will have an option (the "Put") to require the
                  Company to purchase all of the shares actually distributed to
                  him. The Put may be exercised at any time during the Option
                  Period (as defined below) by giving the Company written notice
                  of the election to exercise the Put. The Put may be exercised
                  by a former Participant or the Beneficiary only during the
                  Option Period in which the former Participant or Beneficiary
                  receives a distribution of shares of Common Stock.

         (b)      The "Option Period" is the 60-day period following the day on
                  which a Participant or his Beneficiary receives a
                  distribution. If the former Participant or Beneficiary does
                  not exercise the Put during that 60-day period, the Option
                  Period will also be the 60-day period beginning after the new
                  determination of the fair market value of Common Stock by the
                  Committee (and notice to the Participant) in the following
                  Plan Year. The Option Period will be extended by the amount of
                  time during which the Company is unable to honor the Put by
                  reason of applicable federal or state law.

         (c)      The "Option Price" will be the fair market value of each share
                  of Common Stock as of the valuation date immediately preceding
                  the date the Put is exercised, multiplied by the number of
                  shares to be sold under the Put, with appropriate adjustments
                  to reflect intervening stock dividends, stock splits, stock
                  redemptions, or similar changes to the number of outstanding
                  shares.

         (d)      The terms of payment for the sale of Common Stock pursuant to
                  the Put shall be as provided in the Put and may be either paid
                  in a lump sum or in installments as provided by the Committee.
                  An agreement to pay through installments shall be permissible
                  only if the Common Stock subject to the put option is part of
                  a 'total distribution', as defined in Code Section 409(h)(5),
                  and--

                           (i)      the agreement is adequately secured, as
                                    determined by the Committee,

                           (ii)     a reasonable rate of interest is charged, as
                                    determined by the Committee,

                           (iii)    annual payments are equal,

                                      -58-


                           (iv)     installment payments must begin not later
                                    than 30 days after the date the Put option
                                    is exercised, and

                           (v)      the term of the payment does not extend
                                    beyond five years from the date the Put
                                    option is exercised.

         (e)      The Put will not be assignable, except that the former
                  Participant's donees or, in the event of a Participant's
                  death, his personal representative, will be entitled to
                  exercise the Put during the Option Period for which it is
                  applicable.

         (f)      The Trustee in its discretion may, with the Company's consent,
                  assume the Company's obligation under this Section at the time
                  a former Participant or Beneficiary exercises the Put. If the
                  Trustee does assume the Company's obligations, the provisions
                  of this Section that apply to the Company will also apply to
                  the Trustee.

         (g)      The Put will also apply to shares of Common Stock that are
                  publicly traded without restriction when distributed but which
                  cease to be publicly traded or which become subject to a
                  trading limitation during the Option Period. In that event,
                  the Committee will notify in writing each former Participant
                  or Beneficiary to whom the Put becomes applicable that the
                  shares of Common Stock held by the former Participant or
                  Beneficiary are subject to the Put for the remainder of the
                  applicable Option Period and will inform the Participant or
                  Beneficiary of the terms of the Put. If the written notice is
                  given later than ten days after the shares of Common Stock
                  cease to be publicly traded or become subject to a trading
                  limitation, the period during which the Put may be exercised
                  will be extended by the number of days between the tenth day
                  and the date the notice is actually given.

         (h)      The Committee will notify each former Participant or
                  Beneficiary who is eligible to exercise the Put of the fair
                  market value of each share of Common Stock as soon as
                  practicable following its determination. The Committee and the
                  Company will send all notices required under this Subsection
                  to the last known address of a former Participant or
                  Beneficiary, and it will be the duty of those persons to
                  inform the Committee of any changes in address.

SECTION 6.        PAYMENT OF DIVIDENDS

         (a)      The Committee, in its sole discretion, may provide that any
                  dividends paid in cash during the Plan Year on shares of
                  Common Stock in which Participants' ESOP Accounts are invested
                  shall be (i) paid in cash directly to the Participant, (ii)
                  paid to the Plan and subsequently distributed to the
                  Participant in cash no later than 90 days after the close of
                  the Plan Year in which the dividends are paid to the Plan, or
                  (iii) at the election of the Participant, either (A) paid to
                  the Participant as provided in Clause (i) or (ii) (as
                  determined by the Committee) or (B) paid to the Participant's
                  ESOP Account to be reinvested in the Common Stock. Such
                  dividends shall be paid in accordance with procedures
                  established by the Committee.

                                      -59-


         (b)      If an election pursuant to Paragraph (a)(iii) is provided by
                  the Committee, each Participant may make the election, in the
                  manner and at the time specified by the Committee, with
                  respect to dividends received on shares of Common Stock
                  comprising the portion of the Common Stock fund allocated to
                  the Participant's ESOP Account. If an election pursuant to
                  Paragraph (a)(iii) is provided by the Committee and a
                  Participant does not make such an election, such dividends
                  shall be paid to the Participant's ESOP Account to be
                  reinvested in Common Stock.

         (c)      The Beneficiary of a deceased participant shall have the same
                  rights as a Participant has under this Section 6.

         (d)      The provisions of this Section 6 are intended to comply with
                  Section 404(k) of the Code, and shall be interpreted and
                  construed accordingly.

SECTION 7.        INDEPENDENT APPRAISER

Common Stock held in Participants' ESOP Accounts shall be valued as of each
valuation date, or at the discretion of the Committee, more frequently. All
valuations of Common Stock held in Participants' ESOP Accounts which is not
readily tradable on an established securities market shall be made by an
independent appraiser meeting requirements similar to those contained in
Treasury Regulations under Code Section 170(a)(1).

SECTION 8.        SHARE LEGEND

Shares of Common Stock in the ESOP Feature held or distributed by the Trustee
may include such legend restrictions on transferability as the Company may
reasonably require in order to assure compliance with applicable federal and
state securities laws.

                                      -60-


         IN WITNESS WHEREOF, Cooper Tire & Rubber Company has caused this
amended and restated Plan to be executed and adopted this 26th day of February,
2002.

                                    COOPER TIRE & RUBBER COMPANY

                                    By:/s/ Stephen O. Schroeder
                                       -----------------------------------------
                                    Treasurer

                                    By:/s/ Richard N. Jacobson
                                       -----------------------------------------
                                    Assistant Secretary

                                      -61-


                             AMENDMENT NO. 1 TO THE
                          COOPER TIRE & RUBBER COMPANY
                    PRE-TAX SAVINGS PLAN (BOWLING GREEN-HOSE)
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)

                  The Cooper Tire & Rubber Company (the "Company") hereby adopts
this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Bowling Green-Hose) (As Amended and Restated Effective as of January 1, 2001)
(the "Plan"). The provisions of this Amendment shall be effective as of January
1, 2002, unless otherwise indicated. Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.

                  One of the purposes of this Amendment is to reflect the
adoption of various provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to
satisfy the "good faith" compliance requirements of EGTRRA and to be construed
in accordance with EGTRRA and guidance issued thereunder.

                                    SECTION 1

                  Section (12) of Article I of the Plan is hereby amended in its
entirety to read as follows:

                  "(12) 'Compensation' - includes all payments of wages, bonus,
                  Company Wage Reduction Contributions to this Plan and any
                  taxable payments paid to the Participant in a calendar year,
                  except that there shall be excluded from Compensation:
                  supplemental unemployment benefits, supplemental worker's
                  compensation, accident and sickness benefits, and other
                  amounts which either are excludable or deductible from income
                  in whole or in part for federal income tax purposes or which
                  represent payments pursuant to a program of benefits or
                  deferred compensation (other than Company Wage Reduction
                  Contributions), whether or not qualified under the Code.

                  Notwithstanding the above, the maximum amount of compensation
                  taken into account each year for all computations shall not
                  exceed the amount prescribed pursuant to Section 401(a)(17) of
                  the Code, as amended, or such amount as the Secretary of the
                  Treasury shall prescribe from time to time."

                                    SECTION 2

                  Section 1(a)(ii) of Article III of the Plan is hereby amended
in it entirety to read as follows:

                  "(ii) the dollar limitation contained in Section 402(g) of the
                  Code in effect for such taxable year."

                                      -62-


                                    SECTION 3

                  Section 1 of Article IV of the Plan is hereby amended by (i)
deleting the fifth paragraph therein and (ii) deleting the word "either" and the
phrase "or multiple use rules" in the sixth paragraph where they occur therein.

                                    SECTION 4

                  Section 1(a) of Article IX of the Plan is hereby amended in
its entirety to read as follows:

                  "the Participant's retirement, death, Total and Permanent
                  Disability, or severance from employment;"

                                    SECTION 5

                  Section 1 of Article IX of the Plan is hereby amended by (i)
deleting subsections (d) and (e) and (ii) renumbering subsection (f) as
subsection (d).

                                    SECTION 6

                  The last paragraph of Section 2 of Article IX of the Plan is
hereby amended in its entirety to read as follows:

                           "Employees who make a hardship withdrawal may not
                  make elective deferrals and employee after-tax contributions
                  under this Plan and all other plans of the Company for 6
                  months after receipt of the distribution."

                                    SECTION 7

                  Section 6(d)(1)(i) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

                  "(i) 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 any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code, any distribution that is one of
                  a series of substantially equal periodic payments (paid not
                  less frequently than annually) over the life (or life
                  expectancy) of the distributee or the joint lives (or life
                  expectancies) of the distributee and a designated beneficiary
                  or for a specified period of ten years or more, 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), such other
                  amounts specified in Treasury regulations and rulings, notices
                  or announcements issued under Section 402(c) of the Code, and
                  any distribution which is made upon hardship of the
                  distributee. Notwithstanding the

                                      -63-


                  foregoing, a portion of a distribution shall not fail to be an
                  Eligible Rollover Distribution merely because the portion
                  consists of after-tax employee contributions which are not
                  includible in gross income. However, such portion may be
                  transferred only to an individual retirement account or
                  annuity described in Section 408(a) or (b) of the Code, or to
                  a qualified defined contribution plan described in Sections
                  401(a) or 403(a) of the Code that agrees to separately account
                  for amounts so transferred, including separately accounting
                  for the portion of such distribution which is includible in
                  gross income and the portion of such distribution which is not
                  so includible."

                                    SECTION 8

                  Section 6(d)(1)(ii) of Article XI of the Plan is hereby
amended in its entirety to read as follows:

                  "(ii) 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, a qualified trust described in
                  Section 401(a) of the Code, an annuity contract described in
                  Section 403(b) of the Code, or an eligible plan under Section
                  457(b) of the Code which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state or political subdivision of a state that accepts the
                  Distributee's Eligible Rollover Distribution."

                                    SECTION 9

                  The first two sentences of Section 1(a) of Article XII of the
Plan are hereby amended in their entirety to read as follows:

                  "(a) Maximum Annual Addition: The "annual addition" to a
                  Participant's Account shall not exceed the lesser of (i)
                  $40,000, as adjusted for increases in the cost-of-living under
                  Section 415(d) of the Code or (ii) 100% of the Participant's
                  Compensation (as defined in paragraph (d) below) for that Plan
                  Year. The Compensation limit referred to in (ii) shall not
                  apply to any contribution for medical benefits after
                  separation from service (within the meaning of Section 401(h)
                  or Section 419A(f)(2) of the Code) which is otherwise treated
                  as an annual addition."

                                      -64-


                                   SECTION 10

                  Section 3(f) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(f)     Claims for Benefits (other than disability benefits)

                           Any Participant or Designated Beneficiary who
                           believes that he or she is entitled to receive a
                           benefit under the Plan which he or she has not
                           received may file with the designated representative
                           of the Committee, on such forms as may be designated
                           by the Committee, a written claim specifying the
                           basis for his or her claim and the facts upon which
                           he or she relies in making such claim. Such a claim
                           must be signed by the claimant or his or her
                           authorized representative and shall be deemed filed
                           when delivered to the designated representative of
                           the Committee.

                           Unless such claim is allowed in full by the
                           Committee, the Committee shall (within 90 days after
                           such claim was filed, plus an additional period of 90
                           days if required for processing and if notice of the
                           90-day extension of time indicating the specific
                           circumstances requiring the extension and the date by
                           which a decision shall be rendered is given to the
                           claimant within the first 90-day period) cause
                           written notice to be mailed to the claimant of the
                           total or partial denial of such claim. Such notice
                           shall be written in a manner calculated to be
                           understood by the claimant and shall state

                           (1)      the specific reason(s) for the denial of the
                                    claim,

                           (2)      specific reference(s) to pertinent
                                    provisions of the Plan and/or Trust Fund on
                                    which the denial of the claim was 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 review procedure
                                    specified in Section 3(g) of this Article
                                    XIV."

                                      -65-


                                   SECTION 11

                  Section 3(g) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(g)     Appeals Procedure

                           Within 90 days after the denial of his or her claim,
                           the claimant may appeal such denial by filing with
                           the Plan Administrator his or her written request for
                           a review of the claim. Such request for review must
                           be signed by the claimant or his or her authorized
                           representative and shall be deemed filed when
                           delivered to the Plan Administrator or its designee.
                           If the claimant does not file a request for review of
                           his or her claim within such 90-day period, the
                           claimant shall be conclusively presumed to have
                           accepted as final and binding the initial decision of
                           the Plan Administrator on his or her claim. In
                           considering any appeal pursuant to this Section 3(g),
                           the Plan Administrator shall have the same powers to
                           interpret the Plan and make factual findings with
                           respect thereto as are granted to the Committee under
                           Section 2 hereof.

                           If such an appeal is so filed within such 90-day
                           period then the Plan Administrator, or a named
                           fiduciary designated by the Administrator, shall
                           conduct a full and fair review of such claim. During
                           such full review, the claimant shall be provided with
                           the opportunity to submit written comments,
                           documents, records, and other information relating to
                           the claim for benefits, and with reasonable access to
                           and copies of, upon request and free of charge, all
                           documents, records, and other information relevant to
                           the claimant's claim for benefits. In addition, such
                           full and fair review shall take into account all
                           comments, documents, records, and other information
                           submitted by the claimant relating to the claim,
                           without regard to whether such information was
                           submitted or considered in the initial benefit
                           determination.

                           After the completion of such full review, the
                           reviewer shall mail or deliver to the claimant a
                           written decision on the matter based on the facts and
                           pertinent provisions of the Plan and/or Trust Fund
                           and/or applicable law. Such decision shall be mailed
                           or delivered to the claimant within a period of 60
                           days after the Administrator's receipt of the request
                           for review unless special circumstances require an
                           extension of time, in which case such decision shall
                           be rendered not later than 120 days after receipt of
                           such request. (If an extension of time for review is
                           required, written notice of the extension shall be
                           furnished to the claimant prior to the commencement
                           of the extension.) Such decision (1) shall be written
                           in a manner calculated to be understood by the
                           claimant, (2) shall state the specific reason(s) for
                           the decision, (3) shall make specific reference(s) to
                           pertinent provisions of the Plan and/or Trust Fund on
                           which the decision is

                                      -66-


                           based and (4) shall, to the extent permitted by
                           applicable law, be final and binding on all
                           interested persons. The notice of the adverse
                           determination shall also include a statement that the
                           claimant is entitled to receive, upon request, and
                           free of charge, reasonable access to, and copies of,
                           all documents, records, and other information
                           relevant to the claimant's claim for benefits, and
                           contain a statement describing any voluntary appeal
                           procedures offered by the Plan and the claimant's
                           right to obtain information about such procedures and
                           a statement of the claimant's right to bring an
                           action under Section 502(a) of ERISA."

                                   SECTION 12

                  Section 3 of Article XIV of the Plan is hereby amended by
adding a new subsection (h) to the end thereof, immediately following subsection
(g), to read as follows:

                  "(h)     Claims for Benefits Upon Total and Permanent
                           Disability:

                           (1) Notwithstanding the foregoing provisions of this
                  Article, in the case of a claim for benefits upon Total and
                  Permanent Disability, unless such claim is allowed in full by
                  the Committee, the Committee shall (within a reasonable period
                  of time, but not later than 45 days, unless such period is
                  extended as provided in Section 3(h)(2), below, after receipt
                  of the claim) cause written notice to be mailed or delivered
                  to the claimant of the total or partial denial if his claim.
                  Such notice shall be written in a manner calculated to be
                  understood by the claimant and shall include

                           (i)      the specific reason(s) for the denial of the
                                    claim,

                           (ii)     specific reference(s) to the provisions of
                                    the Plan and/or Trust Fund on which the
                                    denial of the claim was based,

                           (iii)    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,

                                      -67-


                           (iv)     an explanation of the review procedures
                                    specified in Section 3(h)(3) of this Article
                                    XIV and the time limits applicable to such
                                    procedures, and

                           (v)      a specific reference to the internal rule,
                                    guideline, protocol or other similar
                                    criterion, if any, that was relied upon in
                                    making the adverse determination or a
                                    statement that such rule, guideline,
                                    protocol, or other similar criterion, if
                                    any, was relied upon in making the adverse
                                    determination and that a copy of such rule,
                                    guideline, protocol, or other similar
                                    criterion will be provided free of charge to
                                    the claimant upon request.

                           (2) The 45-day period set forth in Section 3(h)(1),
                  above, may be extended by the Committee for up to 30 days,
                  provided that the Committee determines that such an extension
                  is necessary due to matters beyond the control of the
                  Committee and notifies the claimant, prior to the expiration
                  of the initial 45-day period, of the circumstances requiring
                  the extension of time and the date by which the Committee
                  expects to render a decision. Additionally, if, prior to the
                  end of the first 30-day extension period, the Committee
                  determines that, due to matters beyond the control of the
                  Committee, a decision cannot be rendered within that extension
                  period, the period for making the determination may be
                  extended for up to an additional 30 days, provided that the
                  Committee notifies the claimant, prior to the expiration of
                  the first 30-day extension period, of the circumstances
                  requiring the extension and the date as of which the Committee
                  expects to render a decision. In the event of any extension
                  under this Section 3(h)(2), the notice of extension shall
                  specifically explain the standards on which entitlement to a
                  benefit is based, the unresolved issues that prevent a
                  decision on the claim, and the additional information needed
                  to resolve the issues. The claimant shall be afforded at least
                  45 days within which to provide the specified information.
                  Additionally, in the event that a period of time is extended
                  due to a claimant's failure to submit information necessary to
                  decide a claim, the period for making the benefit
                  determination shall be tolled from the date on which the
                  notification of the extension is sent to the claimant until
                  the date on which the claimant responds to the request for
                  additional information.

                  (3) Within 180 days after receipt of a notification of a
                  denial of a claim, the claimant or his duly authorized
                  representative may appeal such denial

                                      -68-


                  by filing with the Committee his written request for a review
                  of his claim. If such an appeal is so filed within 180 days, a
                  Named Fiduciary designated by the Committee shall conduct a
                  full and fair review of such claim. During such full and fair
                  review, the claimant shall be provided with the opportunity to
                  submit written comments, documents, records, and other
                  information relating to the claim for benefits and reasonable
                  access to and copies of, upon request and free of charge, all
                  documents, records, and other information relevant to the
                  claimant's claim for benefits. In addition, such full and fair
                  review shall (i) take into account all comments, documents,
                  records, and other information submitted by the claimant
                  relating to the claim, without regard to whether such
                  information was submitted or considered in the initial benefit
                  determination, (ii) not afford deference to the initial
                  adverse benefit determination, (iii) be conducted by a Named
                  Fiduciary who is neither the individual who made the adverse
                  benefit determination that is the subject of the appeal, nor
                  the subordinate of such individual, (iv) provide that, in
                  deciding any appeal of any adverse benefit determination that
                  is based in whole or in part on a medical judgment, the Named
                  Fiduciary shall consult with a health care professional who
                  has appropriate training and experience in the field of
                  medicine involved in the medical judgment and who is neither
                  the individual who was consulted in connection with the
                  adverse benefit determination that is the subject of the
                  appeal, nor the subordinate of any such individual, and (v)
                  provide for the identification of medical or vocational
                  experts whose advice was obtained on behalf of the Plan in
                  connection with the claimant's adverse benefit determination,
                  without regard to whether the advice was relied upon in making
                  the initial benefit determination.

                  The decision of the Named Fiduciary shall be made in a writing
                  delivered to the claimant within a reasonable time, but in no
                  event later than 45 days after the receipt of the request for
                  review unless special circumstances require an extension of
                  time for processing. If the Named Fiduciary determines that an
                  extension of time for processing is required, written notice
                  of the extension shall be furnished to the claimant setting
                  forth the special circumstances requiring an extension of time
                  and the date by which the Named Fiduciary expects to render a
                  decision on review, and shall be furnished prior to the
                  termination of the initial 45-day period. In no event shall
                  such extension exceed a period of 45 days from the end of the
                  initial 45-day period.

                  In the case of an adverse benefit determination on review, the
                  notice of the determination shall be written in a manner
                  calculated to be understood by the claimant and shall include
                  (i) the specific reasons for the determination, (ii) specific
                  reference(s) to specific provisions of the Plan and/or Trust
                  Fund on which the determination is based, (iii) a statement
                  that the claimant is entitled to receive, upon request, and
                  free of charge,

                                      -69-


                  reasonable access to, and copies of all documents, records,
                  and other information relevant to the claimant's claim for
                  benefits, (iv) a statement describing any voluntary appeal
                  procedures offered by the Plan and the claimant's right to
                  obtain information about such procedures, including a
                  statement of the claimant's right to bring a civil action
                  under section 502(a) of ERISA and (v) if an internal rule,
                  guideline, protocol or other similar criterion was relied upon
                  in making the adverse determination, either the specific rule,
                  guideline, protocol, or other similar criterion, or a
                  statement that such rule, guideline, protocol, or other
                  similar criterion was relied upon in making the adverse
                  determination and that a copy of the rule, guideline, protocol
                  or other similar criterion will be provided free of charge to
                  the claimant upon request. To the extent permitted by
                  applicable law, the determination on review shall be final and
                  binding on all interested persons. In performing the duties
                  under this Section 3(h)(3), the Named Fiduciary shall have the
                  same powers to interpret the Plan and make factual findings
                  with respect thereto as are granted to the Committee under
                  Section 2 hereof."

         EXECUTED this 27th day of December 2002.

                                    THE COOPER TIRE & RUBBER COMPANY

                                    By:/s/ Stephen O. Schroeder
                                       -----------------------------------------
                                    Treasurer

                                    By:/s/ Charles F. Nagy
                                       -----------------------------------------
                                    Assistant Treasurer

                                      -70-

EX-99.H

                                                                   Exhibit (99h)

                          COOPER TIRE & RUBBER COMPANY

                       PRE-TAX SAVINGS PLAN - (CLARKSDALE)

             As amended and restated Effective as of January 1, 2001
                        or as otherwise provided in Plan



                                TABLE OF CONTENTS



                                                                                                                     PAGE
                                                                                                                  
ARTICLE I             DEFINITIONS...............................................................................       2

ARTICLE II            ELIGIBILITY AND PARTICIPATION.............................................................      11

         Section 1.        Eligibility..........................................................................      11

         Section 2.        Continuous Credited Service..........................................................      11

         Section 3.        Participation........................................................................      11

ARTICLE III           PARTICIPANTS' CONTRIBUTIONS...............................................................      13

         Section 1.        Amount of Participant Pre-tax Savings Plan Contribution..............................      13

         Section 2.        Limitations on Participant Contributions.............................................      13

         Section 3.        Changing Contribution Percentage.....................................................      14

         Section 4.        Contributions to be Expressed in Whole Multiples.....................................      14

         Section 5.        Method of Participants' Contributions................................................      14

         Section 6.        Crediting of Contribution Amounts....................................................      15

         Section 7.        Veterans.............................................................................      15

         Section 8.        Transfer Contributions...............................................................      15

         Section 9.        Contributions Made to the Non-ESOP Feature...........................................      15

ARTICLE IV            COMPANY CONTRIBUTIONS.....................................................................      16

         Section 1.        Amount of Company Contributions......................................................      16

         Section 2.        Company Wage Reduction Contributions.................................................      16

         Section 3.        Allocation of Company Contributions..................................................      17

         Section 4.        Reporting the Contributions..........................................................      17

         Section 5.        Contingent Nature of Contributions...................................................      17

         Section 6.        Exclusive Benefit; Refund of Contributions...........................................      17

         Section 7.        Transmitting the Company Contributions...............................................      18

         Section 8.        Contributions Made to the Non-ESOP Feature...........................................      19

ARTICLE V             INVESTMENT OF CONTRIBUTIONS...............................................................      20

         Section 1.        Investment of Funds..................................................................      20

         Section 2.        Instructions to the Trustee..........................................................      20

         Section 3.        Transfer to the ESOP Feature.........................................................      20

         Section 4.        Trustee Options......................................................................      21

         Section 5.        Changing of Investments..............................................................      21

         Section 6.        Earnings from Investments............................................................      21


                                      -i-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                     PAGE
                                                                                                                  
         Section 7.        Uninvested Funds Under Investment Options............................................      21

         Section 8.        Selection of Investment Option.......................................................      22

ARTICLE VI            VESTING OF CONTRIBUTIONS..................................................................      23

         Section 1.        Vesting of Participant Contributions.................................................      23

         Section 2.        Vesting of Company Contributions and ESOP Contributions..............................      23

         Section 3.        Vesting of Restored Company Contributions and ESOP Contributions.....................      23

ARTICLE VII           SUSPENSION OF PARTICIPATION...............................................................      24

         Section 1.        Suspension Resulting from Job Transfer...............................................      24

ARTICLE VIII          APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED............................................      25

         Section 1.        Application of Forfeitures...........................................................      25

         Section 2.        Treatment of Forfeited Securities....................................................      25

ARTICLE IX            WITHDRAWAL OF CONTRIBUTIONS...............................................................      26

         Section 1.        Withdrawal Events....................................................................      26

         Section 2.        Hardship Withdrawals.................................................................      26

         Section 3.        Frequency of Withdrawals.............................................................      27

ARTICLE X             DESIGNATION OF BENEFICIARY................................................................      28

ARTICLE XI            DISTRIBUTION OF CONTRIBUTIONS.............................................................      29

         Section 1.        Distribution Upon Occurrence of Events...............................................      29

         Section 2.        Termination of a Participant's Active Participation in the Plan......................      29

         Section 3.        Distribution Prior to Vesting of Company Contributions and ESOP Contributions........      30

         Section 4.        Distribution after Vesting of Company Contributions and ESOP Contributions...........      30

         Section 5.        Distribution Upon Retirement, Death or Disability....................................      30

         Section 6.        Distribution of Accounts.............................................................      30

         Section 7.        Restoration of Forfeited Company Contributions and ESOP Contributions................      35

         Section 8.        Determination of Value...............................................................      36

ARTICLE XII           MAXIMUM CONTRIBUTION LIMITATION...........................................................      37

         Section 1.        Provision Pursuant to Code Section 415(c)............................................      37

         Section 2.        Provision Pursuant to Section 415(e) of the Code.....................................      38

         Section 3.        Anti-Discrimination Test.............................................................      39


                                     - ii -



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                     PAGE
                                                                                                                  
ARTICLE XIII          RESERVED..................................................................................      42

ARTICLE XIV           ADMINISTRATION OF THE PLAN................................................................      43

         Section 1.        Savings Plan Committee...............................................................      43

         Section 2.        Administration of the Plan by the Committee..........................................      43

         Section 3.        Fiduciary Provisions.................................................................      44

         Section 4.        Action by the Company................................................................      47

         Section 5.        Delegation of Trustee's Functions....................................................      47

         Section 6.        Duties of the Trustee................................................................      47

         Section 7.        Accounts of the Trustee..............................................................      47

         Section 8.        Records..............................................................................      47

         Section 9.        Voting of Common Stock...............................................................      47

         Section 10.       Notices..............................................................................      48

         Section 11.       Costs and Expenses...................................................................      48

         Section 12.       Miscellaneous........................................................................      49

         Section 13.       Designation of Trustee...............................................................      51

         Section 14.       Tender and Exchange Offers...........................................................      51

ARTICLE XV            SECURITIES TRANSACTIONS BY TRUSTEE........................................................      54

         Section 1.        Transaction Period...................................................................      54

         Section 2.        Pooled Account for Securities Transactions...........................................      54

         Section 3.        Allocating Transaction Expense.......................................................      54

         Section 4.        Registration of Securities...........................................................      54

         Section 5.        Miscellaneous........................................................................      55

ARTICLE XVI           ASSIGNABILITY.............................................................................      56

ARTICLE XVII          AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN............................      57

         Section 1.        Amendment............................................................................      57

         Section 2.        Limitation on Amendment..............................................................      57

         Section 3.        Termination..........................................................................      57

ARTICLE XVIII         ESOP FEATURE..............................................................................      58

         Section 1.        Establishment of ESOP................................................................      58

         Section 2.        ESOP Account.........................................................................      58

         Section 3.        ESOP Contributions...................................................................      58

         Section 4.        Diversification of Investment........................................................      58


                                    - iii -



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                     PAGE
                                                                                                                  
         Section 5.        Put Option...........................................................................      59

         Section 6.        Payment of Dividends.................................................................      60

         Section 7.        Independent Appraiser................................................................      61

         Section 8.        Share Legend.........................................................................      61


                                     - iv -



                                    AGREEMENT

THIS AGREEMENT is made and entered into this 2nd day of August, 1999, by and
between Cooper Tire & Rubber Company, hereinafter referred to as the "Company"
for its plant located in Clarksdale, Mississippi and The United Steelworkers of
America, and Local 556, thereof executing this Agreement; the International
Union and the Local Union collectively being hereinafter referred to as the
"Union".

Effective January 1, 2002, an ESOP will be established under the Plan described
in this Agreement. The ESOP feature is described in Article XVIII of the Plan
and in other relevant Plan sections. The provisions of the Plan relating to the
ESOP feature shall not be effective until January 1, 2002.

                                       -1-


                                    ARTICLE I
                                   DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the
following meanings unless a different meaning is clearly required by the
context:

(1)      "Account" of a Participant or "Participant's Account" - the then total
         current market value of the account in the Participant's name as
         determined by the Trustee representing the entire interest of a
         Participant in the Plan. Effective January 1, 2002, each account shall
         consist of the Non-ESOP Account and ESOP Account. Prior to January 1,
         2002, each account shall consist of a Pre-Tax Savings Plan Contribution
         subaccount which will reflect the amount of Pre-Tax Savings Plan
         Contributions attributable to a Participant and allocated earnings
         attributable thereto, a Transfer Contributions subaccount which will
         reflect the amount of Transfer Contributions attributable to a
         Participant and allocated earnings attributable thereto and a Company
         Contribution subaccount which will reflect the amount of Company
         Contributions made pursuant to Article IV herein and allocated earnings
         attributable thereto.

(2)      "Active Participation" - the making of Participant contributions to the
         Plan and the right to share in the allocation of Company Contributions
         and ESOP Contributions, if any.

(3)      "Actual Deferral Percentage" - for each Plan Year, the ratios
         (expressed as a percentage and calculated separately for each Eligible
         Employee in a specified group) of

         (a)      the total amount of Company Wage Reduction Contributions to

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

Effective until January 1, 1997, for purposes of determining the Actual Deferral
Percentage for any Eligible Employee who is a Highly Compensated Employee for
the Plan Year, any Compensation paid to a Family Member or any contribution made
by the Company on such Family Member's behalf under Section 1 of Article III
shall be treated as paid to or contributed on behalf of the Highly Compensated
Employee. Such Family Member shall be disregarded in determining the Actual
Deferral Percentage for Non-Highly Compensated Employees.

In addition, the Actual Deferral Percentage for any Highly Compensated Employee
for the Plan Year and who is a participant under two or more plans described in
Section 401(k) of the Code which are maintained by the Company, shall be the sum
of the Actual Deferral Percentages under each of such plans.

(4)      "Adjusted Employment Date" - the date arrived at when the Employee's
         prior Continuous Credited Service is subtracted, according to Section 2
         of Article II, from the date on which the Employee first renders
         service entitling him/her to credit for an Hour of Service subsequent
         to a prior period of Continuous Credited Service.

(5)      "Affiliated Group" - means the Company and any and all other
         corporations, trades and/or businesses, the employees of which together
         with Employees of the Company are required, by the first sentence of
         Subsection (b) or Subsection (c) of section 414 of the

                                       -2-


         Code to be treated as if they were employed by a single employer. Each
         corporation or unincorporated trade or business that is or was a member
         of the Affiliated Group shall be referred to herein as an "Affiliated
         Group Member" or an "Affiliated Company" but only during such period as
         it is or was such a member.

(6)      "Code" - the Internal Revenue Code of 1986, as amended to date, and as
         it may hereafter be amended, or any successor statute of similar
         purpose.

(7)      "Committee" - the Defined Contribution Plan Committee established
         herein.

(8)      "Common Stock" - common stock of Cooper Tire & Rubber Company, which is
         intended to be 'employer securities' within the meaning of Section
         409(l) of the Code, and 'qualifying employer securities' within the
         meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to
         acquire and hold Common Stock, and shall be an eligible individual
         account plan, as that term is defined in Section 407(d)(3)(A) of ERISA.

(9)      "Company" - Cooper Tire & Rubber Company and any of its subsidiary
         corporations which adopt this Plan.

(10)     "Company Contributions" - contributions made by the Company pursuant to
         Article IV of the Plan, other than Company Wage Reduction
         Contributions.

(11)     "Company Wage Reduction Contributions" - amounts transferred to the
         Plan by the Company pursuant to wage reduction arrangements between the
         Company and Participants, also sometimes referred to herein as Pre-tax
         Savings Plan Contributions.

(12)     "Compensation" - includes all payments of wages, bonus, Company Wage
         Reduction Contributions to this Plan and any taxable payments paid to
         the Participant in a calendar year, except that there shall be excluded
         from Compensation: supplemental unemployment benefits, supplemental
         worker's compensation, accident and sickness benefits, and other
         amounts which either are excludable or deductible from income in whole
         or in part for federal income tax purposes or which represent payments
         pursuant to a program of benefits or deferred compensation (other than
         Company Wage Reduction Contributions), whether or not qualified under
         the Code.

         Notwithstanding the above, the maximum amount of compensation taken
         into account each year for all computations shall not exceed the amount
         prescribed pursuant to Section 401(a)(17) of the Code, as amended, or
         such amount as the Secretary of the Treasury shall prescribe from time
         to time. Effective until January 1, 1997, in determining the
         compensation of a Participant for purposes of the limitation, the rules
         of section 414(q)(6) of the Code shall apply, except in applying such
         rules, the term family shall include only the spouse of the Participant
         and any lineal descendants of the Participant who have not attained age
         19 before the close of the year. If, as a result of the application of
         the rules described in the preceding sentence the limitation of Section
         401(a)(17) of the Code is exceeded, then the limitation shall be
         prorated among the affected individual's Compensation as determined
         under this section prior to the application of this limitation.

                                       -3-


         In addition to other applicable limitations set forth in the plan, and
         notwithstanding any other provision of the plan to the contrary, for
         plan years beginning on or after January 1, 1994, the annual
         compensation of each employee taken into account under the plan shall
         not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93)
         annual compensation limit. The OBRA '93 annual compensation limit is
         $150,000, as adjusted by the Commissioner for increases in the cost of
         living in accordance with section 401(a)(17)(B) of the Internal Revenue
         Code. The cost-of-living adjustment in effect for a calendar year
         applies to any period, not exceeding 12 months, over which compensation
         is determined (determination period) beginning in such calendar year.
         If a determination period consists of fewer than 12 months, the OBRA
         '93 annual compensation limit will be multiplied by a fraction, the
         numerator of which is the number of months in the determination period,
         and the denominator of which is 12.

         For plan years beginning on or after January 1, 1994, any reference in
         this plan to the limitation under section 401(a)(17) of the Code shall
         mean the OBRA '93 annual compensation limit set forth in this
         provision.

         If compensation for any prior determination period is taken into
         account in determining an employee's benefits accruing in the current
         plan year, the compensation for that prior determination period is
         subject to the OBRA '93 annual compensation limit in effect for that
         prior determination period. For this purpose, for determination periods
         beginning before the first day of the first plan year beginning on or
         after January 1, 1994, the OBRA '93 annual compensation limit is
         $150,000.

(13)     "Continuous Credited Service" - the number of years aggregated under
         the provisions of Article II, Section 2, except that Continuous
         Credited Service prior to January 1, 1976, shall be calculated from the
         most recent Employment Date.

(14)     "Current Earnings" - net income before federal income taxes of the
         Company for its current fiscal year and before deducting any Company
         Contributions or ESOP Contributions to this Plan for such fiscal year
         determined on the basis of generally accepted accounting principles.

(15)     "Designated Beneficiary" - the beneficiary chosen by the Participant,
         in accordance with the provisions of Article VIII herein, to receive,
         upon the Participant's death, any benefit payable under this Plan by
         reason of the Participant's death.

(16)     "Eligible Employee" - any Employee who has satisfied the provisions of
         Section 1 of Article II.

(17)     "Employee" - any employee of the Clarksdale plant of the Company, whose
         terms and conditions of employment are determined through collective
         bargaining with the Union. To the extent required by Section 414(n) of
         the Code, the term "Employee" includes any person who is a "leased
         employee" of the Company or any other Controlled Group Member. For
         purposes of this Subsection, a "leased employee" means any person who,
         pursuant to an agreement between the Company or a Controlled Group
         Member and any other person ("leasing organization"), has performed
         services for the Company or

                                       -4-


         Controlled Group Member on a substantially full-time basis for a period
         of at least one year, and, effective January 1, 1997, such services are
         performed under the primary direction or control of the Company or
         Controlled Group Member. Contributions or benefits provided to a leased
         employee by the leasing organization that are attributable to services
         performed for the Company or a Controlled Group Member will be treated
         as provided by the Company or Controlled Group Member. A leased
         employee will not be considered an Employee of the Company or a
         Controlled Group Member, however, if (1) leased employees do not
         constitute more than 20% of the Company's or Controlled Group Member's
         non-highly compensated work force (within the meaning of Section
         414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by
         a money purchase pension plan maintained by the leasing organization
         that provides (i) a non-integrated employer contribution rate of at
         least 10% of compensation, (ii) immediate participation and (iii) full
         and immediate vesting. All personal and relative pronouns, singular or
         plural, and words "person", "Employee", and "Employees" shall refer to
         both male and female Employees generally.

(18)     "Employment Date" - the date on which the Employee first completes an
         Hour of Service in the employ of the Company, whether or not that
         service is performed as an Employee.

(19)     "ESOP Account" - shall include all amounts in the Participant's Account
         that are transferred to the ESOP Account pursuant to Section 3 and
         Section 5 of Article V. The ESOP Account shall be established under the
         ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax
         Savings Plan Contributions subaccount which will reflect the amount of
         Pre-Tax Savings Plan Contributions in the ESOP Account attributable to
         a Participant and allocated earnings attributable thereto, a Transfer
         Contributions subaccount which will reflect the amount of Transfer
         Contributions in the ESOP Account attributable to a Participant and
         allocated earnings attributable thereto, a Company Contributions
         subaccount which will reflect the amount of Company Contributions in
         the ESOP Account made pursuant to Article IV herein and allocated
         earnings attributable thereto, and an ESOP Contributions subaccount
         which will reflect the amount of ESOP Contributions in the ESOP Account
         made pursuant to Article XVIII herein and allocated earnings
         attributable thereto.

(20)     "ESOP Contributions" - are the discretionary contributions made by the
         Company pursuant to Section 3 of Article XVIII.

(21)     "ESOP Feature" - is the portion of the Plan described in Article XVIII
         and shall be effective January 1, 2002. The ESOP Feature consists of
         the ESOP Account.

(22)     "Family Member" - effective until January 1, 1997, with respect to any
         Employee, such Employee's spouse and lineal ascendants and descendants
         and the spouses of such lineal ascendants and descendants.

(23)     "Highly Compensated Employee" - The term Highly Compensated Employee
         includes highly compensated active Employees and highly compensated
         former Employees.

                                       -5-


         For a particular Plan Year, effective January 1, 1997, a highly
         compensated active Employee means any Employee who: (i) was a 5-percent
         owner at any time during the current or the preceding Plan Year or (ii)
         for the preceding Plan Year received compensation from the Company in
         excess of the amount in effect for such Plan Year under Section
         414(q)(1)(B) of the Code and was in the top-paid group of Employees for
         such preceding Plan Year.

         For the purposes of this Subsection, (i) the term "compensation" shall
         mean (A) for the period prior to January 1, 1998, the sum of an
         Employee's compensation under Section 415(c)(3) of the Code and the
         Employee's Pre-Tax Savings Plan Contributions (subject to the
         limitations of Section 401(a)(17) of the Code), and (B) for periods
         commencing on and after January 1, 1998, an Employee's compensation
         under Section 415(c)(3) of the Code (subject to the limitation of
         Section 401(a)(17) of the Code), and (ii) the term "top-paid group"
         shall mean that group of Employees of the Company consisting of the top
         20 percent (20%) of such Employees when ranked on the basis of
         compensation paid by the Company during the Plan Year.

         A highly compensated former Employee includes any Employee who
         separated from service (or was deemed to have separated) prior to the
         determination year, performs no service for the Company during the
         determination year, and was a highly compensated active Employee for
         either the separation year or any determination year ending on or after
         the Employee's 55th birthday.

         This paragraph shall apply until January 1, 1997. If any Employee is,
         during a determination year or look-back year, a family member of
         either a 5 percent owner who is an active or former Employee or a
         Highly Compensated Employee who is one of the 10 most Highly
         Compensated Employees ranked on the basis of Compensation paid by the
         Company during such year, then the family member and the 5 percent
         owner or top-ten Highly Compensated Employee shall be aggregated. In
         such case, the family member and 5 percent owner or top-ten Highly
         Compensated Employee shall be treated as a single Employee receiving
         compensation and Plan contribution or benefits equal to the sum of such
         Compensation and contributions or benefits of the family member and 5
         percent owner or top-ten Highly Compensated Employee. For purposes of
         this section, family member includes the spouse, lineal ascendants and
         descendants of the Employee or former Employee and the spouses of such
         lineal ascendants and descendants.

         The determination of who is a Highly Compensated Employee, including
         the determination of the number and identity of Employees in the
         top-paid group, and the compensation that is considered, will be made
         in accordance with section 414(q) of the Code and the regulations
         thereunder.

(24)     "Hour of Service" - each hour for which an employee is paid, or
         entitled to payment, by the Company for the performance of duties or on
         account of a period of time during which no duties are performed due to
         vacation, holiday, jury duty, short-term military duty or funeral
         absence. Each hour for which an employee is not paid, or not entitled
         to payment, on account of a period of time during which the employee
         continues to accrue

                                       -6-


         Continuous Credited Service while under an approved leave of absence
         for illness, incapacity or disability, long-term military duty or
         personal reasons.

         Each hour for which an employee is paid back pay, regardless of
         mitigation of damages, except for hours previously credited for the
         same period, or severance pay. Hours of Service shall not be credited
         due to payments received by an employee from a plan maintained for the
         sole purpose of complying with applicable worker's or unemployment
         compensation laws, complying with disability insurance laws, or
         reimbursement of medical or medically related expenses.

         Such hours shall be credited as specified in Section 201 of the
         Employee Retirement Income Security Act of 1974, as amended, and as
         specified at Title 29, Code of Federal Regulations, 2530.200b. Hours of
         Service performed at premium rates (such as holiday pay overtime or
         shift differential) shall be credited as single Hours of Service,
         regardless of the rate of compensation in effect for such service. If
         an Employee is absent from work for any period which commences on or
         after the Effective Date:

         (a)      by reason of the pregnancy of the Employee,

         (b)      by reason of the birth of a child of the Employee,

         (c)      by reason of the placement of a child with the Employee in
                  connection with the adoption of such child by the Employee, or

         (d)      for purposes of caring for any such child for a period
                  beginning immediately following such birth or placement, and
                  the absence is permitted under the Company-Union basic labor
                  agreement, the Employee shall not, solely by reason of such
                  absence, be considered to have incurred a Severance Date for
                  purposes of participation and for determining his/her vested
                  interest until the expiration of the consecutive twenty-four
                  (24) month period commencing on the first day of the absence.
                  If an Employee is absent from work for any period for any
                  reasons referred to in subparagraphs (a), (b), (c) and (d) of
                  this subsection, and such period includes the last day of the
                  Plan Year, the Employee shall be deemed to be employed on such
                  date for purposes of Section 3 of Article II.

(25)     "Investment Option" - one of those forms of investment which are
         available to a Participant to invest Company Wage Reduction
         Contributions, Vested Company Contributions and related earnings under
         the Plan.

(26)     "Leave of Absence" - leave of absence granted by the Company due to
         illness or injury, required U.S. Military Service, or other special
         leave of absence set forth in the Company-Union basic labor agreement,
         under which all Participants in similar circumstances shall be treated
         alike.

(27)     "Non-ESOP Account" - shall include all Pre-Tax Savings Plan
         Contributions, Company Contributions, and Transfer Contributions made
         to the Plan pursuant to Articles III and IV of the Plan; except that
         the Non-ESOP Account shall not include any portion of such
         contributions transferred to the Participant's ESOP Account pursuant to
         Section 3 and

                                       -7-


         Section 5 of Article V. The Non-ESOP Account shall be established under
         the Non-ESOP Feature of the Plan. The Non-ESOP Account shall consist of
         a Pre-Tax Savings Plan Contributions subaccount which will reflect the
         amount of Pre-Tax Savings Plan Contributions in the Non-ESOP Account
         attributable to a Participant and allocated earnings attributable
         thereto, a Transfer Contributions subaccount which will reflect the
         amount of Transfer Contributions in the Non-ESOP Account attributable
         to a Participant and allocated earnings attributable thereto, and a
         Company Contributions subaccount which will reflect the amount of
         Company Contributions in the Non-ESOP Account made pursuant to Article
         IV herein and allocated earnings attributable thereto.

(28)     "Non-ESOP Feature" - is the portion of the Plan, on and after January
         1, 2002, (a) which is not included within the ESOP Feature, (b) which
         is intended to qualify as a profit sharing plan under Code Section
         401(a), and (c) which includes a qualified cash or deferred arrangement
         within the meaning of Code Section 401(k). The Non-ESOP Feature
         consists of the Non-ESOP Account.

(29)     "Non-Highly Compensated Employee - any Eligible Employee who is neither
         a Highly Compensated Employee nor, effective until January 1, 1997, a
         Family Member of a Highly Compensated Employee.

(30)     "Normal Retirement Date" - the later of the day the Participant attains
         age sixty-five (65) or the completion of five (5) years of
         participation in the Company's Clarksdale Hourly Employees' Retirement
         Plan.

(31)     "One-Year Break in Service" - a Plan Year during which a Participant
         has five hundred (500) or fewer Hours of Service. Temporary excused
         absences, including military leave, shall not constitute a One-Year
         Break in Service. Further, solely for the purpose of determining
         whether a Participant has incurred a One- Year Break in Service, Hours
         of Service shall be recognized for "maternity and paternity leaves of
         absence." A "maternity or paternity leave of absence" shall mean, for
         Plan Years beginning after December 31, 1984, an absence from work for
         any period by reason of the Employee's pregnancy, birth of the
         Employee's child, placement of a child with the Employee in connection
         with the adoption of such child, or any absence for the purpose of
         caring for such child for a period immediately following such birth or
         placement. For this purpose, Hours of Service shall be credited for the
         computation period in which the absence from work begins, only if
         credit therefore is necessary to prevent the Employee from incurring a
         One-Year Break in Service, or, in any other case, in the immediately
         following computation period. The Hours of Service credited for a
         "maternity or paternity leave of absence" shall be those which would
         normally have been credited but for such absence, or, in any case in
         which the plan administrator is unable to determine such hours normally
         credited, eight (8) Hours of Service per day. The total Hours of
         Service required to be credited for a "maternity or paternity leave of
         absence" shall not exceed five hundred one (501).

(32)     "Participant" - any person who has been admitted to participation in
         this Plan pursuant to the provisions of Article II. The term
         "Participant" shall include active Participants (those currently
         eligible to share in Company Contributions and ESOP Contributions, if

                                       -8-


         any), inactive Participants (those individuals who are employed by the
         Company and have been active Participants but are not eligible to share
         in Company Contributions or ESOP Contributions), and any former
         Employee who has an Account under the Plan.

(33)     "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be
         modified or amended from time to time. Effective January 1, 2002, the
         Plan consists of the ESOP Feature and the Non-ESOP Feature.

(34)     "Plan Year" - except as otherwise provided herein, a Plan Year shall be
         the calendar year beginning January 1 and ending December 31. With
         respect to each person becoming employed by the Company or an
         Affiliated Company, for purposes of eligibility to participate herein,
         the initial Plan Year shall be the calendar year which commences
         coincident with or immediately following the Employee's Employment
         Date.

(35)     "Pre-tax Savings Plan Contribution" - the percentage of a Participant's
         Compensation which the Company contributes to the Plan pursuant to a
         wage reduction agreement, under which a Participant elects to forego a
         percentage of such Compensation, reduced for purposes of the Plan, also
         sometimes referred to as a Company Wage Reduction Contribution.

(36)     "Severance Date" - the earliest of (a) the date on which the Employee
         retires, dies, quits, or is discharged or (b) the date on which the
         Employee ceases to accrue Continuous Credited Service in accordance
         with the Company-Union basic labor agreement provisions for leave of
         absence; but in no event shall the Severance Date, as defined in (a)
         and (b), be earlier than the first anniversary of the first day of a
         period throughout which the Employee remains absent, with or without
         pay, from the service of the Company by reason of the absence.

(37)     "Severance Period" - the period of time between the Employee's
         Severance Date and the date on which he again performs an Hour of
         Service.

(38)     "Total and Permanent Disability" - a condition of a Participant as the
         result of bodily injury or disease from an unavoidable cause which
         prevents such Participant from being physically able to meet his/her
         present job requirements as the same existed at the time of the
         Participant's cessation of service due to such condition and which
         disability will (in the opinion of a qualified physician designated by
         the Committee) presumably be permanent and continuous during the
         remainder of his/her life. Such condition shall be deemed to have
         resulted from an unavoidable cause unless it:

         (a)      was contracted, suffered or incurred while the Participant was
                  engaged in, or resulted from having engaged in, a felonious
                  enterprise, or

         (b)      resulted from habitual drunkenness or addiction to
                  hallucinogenic and/or narcotic drugs not prescribed by a
                  qualified physician for treatment of a condition other than
                  drug addiction, or

         (c)      resulted from an intentional self-inflicted injury or self-
                  induced sickness.

                                       -9-


(39)     "Transaction Period" - a period defined in Article XV herein during
         which certain rules and regulations, as established by the Committee
         and the Trustee, shall govern all transactions relating to securities.

(40)     "Transactions" - all purchases, sales, redemptions or other
         dispositions of securities by the Trustee under the Plan.

(41)     "Transfer Contributions" - those amounts transferred to the Plan on
         behalf of an Employee from another plan qualified under Section 401(a)
         of the Code as described in Article III, Section 8.

(42)     "Trustee" - the Trustee or Trustees designated by the Company as
         provided herein.

(43)     "Trust Fund" - assets of the Plan and Trust as the same shall exist
         from time to time.

(44)     "Unvested" - that portion of a Participant's Account balance which is
         not vested pursuant to Article VI herein.

(45)     "Vested" - that portion of a Participant's Account balance to which
         he/she has a nonforfeitable right pursuant to Article VI herein.

                                      -10-


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

SECTION 1. ELIGIBILITY

Any Employee of the Company eligible for membership in the Union who has
completed thirty days of Continuous Credited Service is eligible to participate
in the Plan.

Notwithstanding the foregoing, no Employee who serves only as a leased employee
as defined in Section 414(n) of the Code shall be covered by the Plan or deemed
to be a Participant.

SECTION 2. CONTINUOUS CREDITED SERVICE

         (a)      Continuous Credited Service for purposes of computing
                  eligibility shall be defined as the period of time (as
                  computed by completed 1/12ths of a year) between the
                  Employee's Employment Date or Adjusted Employment Date and the
                  current date or the Employee's most recent Severance Date.

         (b)      Any person who incurs a Severance Period after January 1,
                  1990, shall have Continuous Credited Service restored on the
                  following basis:

                  (1)      A person who before the Severance Date had
                           established a nonforfeitable right to any vested
                           benefit will for all purposes have pre-Severance
                           Period and post-Severance Period Continuous Credited
                           Service aggregated to create an Adjusted Employment
                           Date.

                  (2)      A person who before the Severance Date had not
                           established a nonforfeitable right to any vested
                           benefit will have Continuous Credited Service
                           restored on the following basis to create an Adjusted
                           Employment Date:

                           (i)      If the Severance Period is less than the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall be
                                    aggregated with any Continuous Credited
                                    Service after the Severance Period to create
                                    an Adjusted Employment Date for all
                                    purposes. Such aggregation of Continuous
                                    Credit Service shall not include any period
                                    of time during the Severance Period.

                           (ii)     If the Severance Period equals or exceeds
                                    the greater of five (5) years or the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall
                                    not be aggregated and the Employee shall
                                    become a Participant as specified in Section
                                    3 of this Article.

SECTION 3. PARTICIPATION

                                      -11-


An Employee described in Section 1 will become a Participant in the Plan upon
satisfaction of all the following requirements:

         (a)      completion of thirty days of Continuous Credited Service,

         (b)      receipt by the Committee of a completed application,

         (c)      agreement to an appropriate payroll deduction from his/her
                  Compensation,

         (d)      agreement to accept a reduction of his/her Compensation equal
                  to the whole percentage of his/her Compensation per payroll
                  period he/she elects to have contributed by the Company as a
                  Pre-tax Savings Plan Contribution.

A Participant shall cease to be eligible to make contributions to the Plan and
to share in Company Contributions or ESOP Contributions under the Plan when
he/she is no longer an Employee due to: resignation, termination, retirement,
death, Total and Permanent Disability, or otherwise ceasing to be an Employee or
the Participant's voluntary election to suspend participation pursuant to
Article VII hereof. Participation in the Plan will cease when the Employee or
former Employee no longer has an Account under the Plan. A Participant who
voluntarily ceases Active Participation from this Plan while still an Employee
accumulating Continuous Credited Service shall be ineligible to resume Active
Participation for a period of twelve (12) months from the date Active
Participation last ceased.

Notwithstanding the above paragraph, a Participant who retires under the
Company's Clarksdale Pension and Insurance Agreement may elect to continue to be
a Participant in the Plan and maintain an Account until the earlier of the date
he/she withdraws the balance in his/her Account or April 1 of the calendar year
following the calendar year in which he/she attains age 70 1/2. After the
effective date of such retirement, such a Participant shall not be entitled to
make contributions to the Plan or share in the allocation of Company
Contributions or ESOP Contributions.

Participation in the Plan by Eligible Employees shall be voluntary.

                                      -12-


                                  ARTICLE III
                           PARTICIPANTS' CONTRIBUTIONS

SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION

To be an Active Participant, an eligible individual must have made on his/her
behalf or agree to make a Pre-tax Savings Plan Contribution in the following
manner:

         (a)      A Participant may agree to have contributed on his/her behalf
                  as a Pre-tax Savings Plan Contribution, an amount, at his/her
                  election, not to exceed the lesser of: (i) 15% of his/her
                  Compensation or (ii) $7,979 (or such greater amount as
                  determined by the Secretary of Treasury). In calculating the
                  limit under Code Section 402(g) for purposes of Code Section
                  401(k), the amounts to be deferred by an eligible Employee
                  under each plan for which he/she is eligible to make wage
                  deferrals will be aggregated by treating all cash or deferred
                  arrangements under which the Employee is eligible as a single
                  arrangement. If the limit set forth by Code Section 402(g) is
                  exceeded, then the deferrals in excess of the limits must be
                  distributed by April 15 of the following year. Such reduction
                  in Compensation must be made at the time the Participant would
                  normally receive his Compensation from the Company.

         (b)      A Participant, by agreeing to have contributed on his/her
                  behalf a Pre-tax Savings Plan Contribution, shall enter into a
                  written wage reduction agreement with the Company. The terms
                  of such reduction agreement shall provide that the Participant
                  accepts a reduction in his/her Compensation from the Company
                  equal to any whole percentage of his/her Compensation per pay
                  period which he/she elects to have contributed on his/her
                  behalf as a Pre-tax Savings Plan Contribution.

         (c)      Pre-tax Savings Plan Contributions shall be fully vested and
                  nonforfeitable at all times.

         (d)      The Company may amend or revoke its wage reduction agreement
                  with any Participant at any time, if the Company determines
                  that such revocation or amendment is necessary to insure that
                  contributions by or on behalf of a Participant for any Plan
                  Year will not exceed the limitations of Section 415 or to
                  insure that the discrimination tests of section 401(k) of the
                  Code are met for such Plan Year.

         (e)      If a Participant's Compensation for any Plan Year is such that
                  he or she is a Highly Compensated Employee for the Plan Year,
                  the actual deferral percentage test of Section 401(k)(3) of
                  the Code will be met. The Plan incorporates by reference the
                  provisions of Sections 401(k)(3) of the Code and regulation
                  Section 1.401(k) - 1(b) thereunder.

SECTION 2. LIMITATIONS ON PARTICIPANT CONTRIBUTIONS

                                      -13-


All contributions made by or on behalf of a Participant are subject to the
limitations imposed by section 401(k), and section 415 of the Code as further
set forth in Article XII hereof.

The maximum amount of such contributions is limited under Section 401(k)(3)
determined by reducing contributions made on behalf of Highly Compensated
employees in order of their contribution percentages beginning with the highest
of such percentages.

SECTION 3. CHANGING CONTRIBUTION PERCENTAGE

The contribution percentage(s) designated by a Participant shall continue in
effect, notwithstanding any change in his/her Compensation, until he/she shall
change such contribution percentage(s).

A Participant may elect, at any time, but not less than thirty (30) days from
the last change in contribution percentage(s) to increase or decrease the
contribution percentage(s) within the applicable limits to be effective as soon
as practicable after receipt of notice of change.

SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES

Each Participant's Pre-tax Savings Plan Contributions shall be in whole
multiples of 1% of Compensation, subject to adjustment pursuant to Section 5
hereof.

SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS

         (a)      Each Pre-tax Savings Plan Contribution made by the Company on
                  behalf of a Participant shall be transferred to the Plan
                  pursuant to the terms of a written wage reduction agreement
                  between such Participant and the Company. A Participant's wage
                  reduction agreement shall be modified automatically to
                  correspond to the change in the amount of the Pre-tax Savings
                  Plan Contributions made on his/her behalf as set forth in
                  Section 3 hereof.

         (b)      The tentative wage reduction amount set forth in any wage
                  reduction agreement shall be in any amount as the Participant
                  shall elect, but shall be not less than 1% and not more than
                  15% of Compensation of such Participant. Tentative wage
                  reductions shall become final, and then shall constitute
                  Pre-tax Savings Plan Contributions, only after the Company or
                  the Committee has made such adjustments thereto as they (or
                  either of them) deem necessary to maintain the qualified
                  status of this Plan or to maintain the status of any portion
                  of this Plan as a qualified cash or deferred arrangement under
                  section 401(k) of the Code.

         (c)      All amounts withheld pursuant to a wage reduction agreement
                  and thereafter contributed to the Plan as Pre-tax Savings Plan
                  Contributions shall be so delivered only if the Company in
                  good faith believes that such amounts do not exceed the
                  amounts permissible pursuant to the limitations hereinabove
                  set forth. If any amount shall be withheld from the
                  Compensation of a Participant pursuant to a wage reduction
                  agreement which exceeds the maximum amount permissible
                  pursuant to Section 5(b) hereof, and if such amount is
                  contributed to the Plan as a Pre-tax Savings Plan Contribution
                  by way of a mistake of fact, it shall be

                                      -14-


                  refunded to the Company and shall thereafter be paid as
                  promptly as practicable (subject, however, to the withholding
                  of taxes and other amounts as though such amount were current
                  compensation) by the Company to the Employee from whose
                  Compensation such amount was obtained pursuant to a wage
                  reduction agreement.

SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS

Company Wage Reduction Contributions shall be transferred by the Company to the
Trustee as soon as practicable, but not less than monthly. All payments so made
by the Company shall be reported to the Committee.

All such contributions shall be appropriately credited to the Account of each
Participant by the Trustee.

SECTION 7. VETERANS

Notwithstanding any provision of this Plan to the contrary, effective December
12, 1994, contributions, benefits and Continuous Credited Service with respect
to qualified military service will be provided in accordance with Section 414(u)
of the Code. "Qualified military service" means any service in the uniformed
services (as defined in chapter 43 of title 38 of the United States Code) by any
individual if such individual is entitled to reemployment rights under such
chapter with respect to such service.

SECTION 8. TRANSFER CONTRIBUTIONS

The Trustee is authorized to accept on behalf of a Participant, and hold as part
of a Participant's Account, assets from a trustee of another plan qualified
under Section 401(a) of the Code, provided that such other plan permits such a
transfer and provided that the Committee approves such transfer from such other
plan. All amounts so transferred to a Participant's Account shall be referred to
herein as "Transfer Contributions."

SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
III, the Pre-Tax Savings Plan Contributions shall be transmitted to and held
under the Non-ESOP Feature of the Plan. As provided in Section 3 and Section 5
of Article V, such contributions may be transferred later from the Non-ESOP
Feature to the ESOP Feature.

                                      -15-


                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS

The Company shall contribute to the Trustee out of Current Earnings for that
fiscal year or, at its discretion as set forth below out of its accumulated
earnings, in cash or in its treasury or authorized but unissued Common Stock the
value of which shall be computed at the applicable fair market value on the date
of contribution by the Company, an amount equal to the lesser of:

         (a)      the aggregate of fifty percent (50%) of all Pre-Tax Savings
                  Plan Contributions which represent up to four percent (4%) of
                  each Participant's Compensation during such year, less any
                  forfeitures (as defined in Article VIII, Section 1), or

         (b)      an amount equal to fifteen percent (15%) of the Company's
                  Current Earnings for such year in excess of ten percent (10%)
                  of the stockholder's equity of the Company at the beginning of
                  such year.

The Company's Board of Directors may, at its discretion, waive the limitations
in paragraph (b) above and contribute to the Trustee out of Current Earnings for
that fiscal year or its accumulated earnings an amount not to exceed the
limitations in paragraph (a) above.

The Company will not match, nor allocate its contributions to, any portion of
Pre-Tax Savings Plan Contributions which represent an amount in excess of four
percent (4%) of a Participant's Compensation during each Plan Year.

Company Contributions will be subject to the nondiscrimination test pursuant to
Section 401(m)(2) of the Code. For any Plan Year the contribution percentage for
eligible Highly Compensated Employees shall not exceed the greater of:

         (a)      125 percent of such percentage for all other Eligible
                  Employees, or

         (b)      the lesser of 200 percent of such percentage for all other
                  Eligible Employees, or such percentage for all other Eligible
                  Employees plus 2 percentage points.

For nondiscrimination testing purposes, the multiple use rules pursuant to
Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is
required, Pre-Tax Savings Plan Contributions will be distributed as provided by
Regulation Section 1.401(m)-2)(c).

At any time corrections are required to either the nondiscrimination test or
multiple use rules by distributing Pre-Tax Savings Plan Contributions any
related Company Contributions will also be distributed or forfeited to avoid
discrimination.

SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS

The Company shall contribute with respect to each Plan Year the aggregate of the
Company Wage Reduction Contributions for such Plan Year, as determined pursuant
to wage reduction

                                      -16-


agreements in force between the Company and Participants in the Plan. Company
Wage Reduction Contributions shall be fully Vested and nonforfeitable at all
times.

SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS

The Company Contributions for each fiscal year shall be allocated by the Trustee
to each Participant's Account in proportion to fifty percent (50%) of each
Participant's Pre-Tax Savings Plan Contributions made on his/her behalf up to an
aggregate contribution thereof of four percent (4%) of a Participant's
Compensation for such year.

If a Participant or Designated Beneficiary becomes entitled to distribution of
his/her Account under the Plan as a result of the Participant either retiring
from the Company under one of its retirement programs (except a Deferred Vested
Pension), suffering a Total and Permanent Disability or dying and Pre-Tax
Savings Plan Contributions have been made on his/her behalf to which Company
Contributions, if any, are allocated in the year in which such event
(retirement, Total and Permanent Disability, or death) occurred, such
Participant shall be entitled to share in the Company Contribution which it may
make with respect to such year, as herein provided, as if such event had not
occurred.

There shall be directly and promptly allocated to the Pre-Tax Savings Plan
Contributions subaccount of each Participant the Company Wage Reduction
Contributions, as set forth in Section 2 hereof.

Company Contributions will be allocated to the Participant only if the
Participant is employed on the last day of the Plan Year, except in the case of
retirement, Total and Permanent Disability or death.

SECTION 4. REPORTING THE CONTRIBUTIONS

The Company Contributions and Company Wage Reduction Contributions shall be
reported to the Committee by the Company.

SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS

To the extent that the deductibility thereof is subsequently denied, each
Company Contribution and each Company Wage Reduction Contribution made by the
Company pursuant to the provisions of this Article IV hereof is hereby made
expressly contingent upon the deductibility thereof for federal income tax
purposes for the year with respect to which such contribution is made. Each such
contribution is further contingent upon the maintenance of qualified status by
the Plan for the year with respect to which such contribution is made, to the
extent that the loss of qualified status would deprive the Company of the
deduction taken for such contribution.

SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS

All contributions made by the Company are made for the exclusive benefit of the
Participants and their beneficiaries, and such contributions shall not be used
for nor diverted to purposes other than for the exclusive benefit of the
Participants and their beneficiaries, including the costs of maintaining and
administering the Plan and Trust. Notwithstanding the foregoing, refunds of

                                      -17-


Company Contributions shall be made to the Company under the following
circumstances and subject to the following limitations, to the extent that such
refunds do not, in themselves, deprive the Plan of its qualified status:

         (a)      To the extent that a Federal income tax deduction is
                  disallowed for any Company Contribution, the Trustee shall
                  refund to the Company the amount so disallowed within one (1)
                  year of the date of such disallowance.

         (b)      In the case of a contribution, or for any Company Wage
                  Reduction Contribution, which is made in whole or in part by
                  reason of a mistake of fact, so much of the Company
                  Contribution as is attributable to the mistake of fact shall
                  be returnable to the Company upon demand, upon presentation of
                  evidence of the mistake of fact to the Trustee and of
                  calculations as to the impact of such mistake of fact. Demand
                  and repayment must be effected within one (1) year after the
                  last installment payment of the contribution to which the
                  mistake applies.

In the event that any refund of amounts contributed under Section 1 hereof is
paid to the Company, such refund shall be made without interest and shall be
deducted from among the Company Contributions subaccount of Participants only to
the extent that the amount of the refund can be identified to specific
Participants (as in the case of certain mistakes of fact). Refunds of amounts
contributed pursuant to Section 2 hereof (relating to contributions attributable
to wage reduction) are treated at Section 6 of Article III.

Notwithstanding any other provision of this Section 6, no refund shall be made
to the Company which is specifically chargeable to the Account of any
Participant in excess of one hundred percent (100%) of the amount in such
Account, nor shall a refund be made by the Trustee of any funds, otherwise
subject to refund hereunder, which have been distributed to Participants and/or
beneficiaries. In the case that such distributions become refundable, the
Company shall have a claim directly against the distributee to the extent of the
refund to which it is entitled. All refunds pursuant to this Section 6 shall be
limited in amount, circumstance and timing to the provisions of Section 403(c)
of the Employee Retirement Income Security Act of 1974, as amended, and no such
refund shall be made if, solely on account of such refund, the Plan would cease
to be a qualified Plan pursuant to Section 401(a) of the Code.

SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS

Each Company Contribution shall be sent to the Trustee as promptly as
practicable following the determination of the amount thereof, and, in any
event, on or before the date established by law (including any extension
thereof) for the filing of the Company's federal income tax return for the
taxable year with respect to which such Company Contribution is made.

Contributions made pursuant to Section 2 hereof shall be made no later than the
date specified in the preceding sentence, and shall be made at such earlier
dates as may be practicable provided, however, that no wage reduction amount
shall be held by the Company without contributing same to the Plan for a period
longer than the longest period that is permissible under regulations published
under Section 401(k) of the Code, and, in any event, amounts contributed under

                                      -18-


Section 2 hereof with respect to any Plan Year shall be deemed credited to the
Pre-Tax Savings Plan Contributions subaccount of the Participant not later than
the last day of such Year.

SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

Effective January 1, 2002, when transmitted to the Plan pursuant to this Article
IV, the Company Contributions and Company Wage Reduction Contributions shall be
transmitted to and held under the Non-ESOP Feature of the Plan. As provided in
Section 3 and Section 5 of Article V, such contributions may be transferred
later from the Non-ESOP Feature and ESOP Feature.

                                      -19-


                                    ARTICLE V
                           INVESTMENT OF CONTRIBUTIONS

SECTION 1. INVESTMENT OF FUNDS

Except for Unvested Company Contributions and, subject to Section 4 of Article
XVIII, ESOP Contributions, the amounts in a Participant's Account may be
invested on behalf of such Participant in one or more of the following
Investment Options, at the Participant's discretion:

         (a)      Option A: Cash with Interest. - Cash will be invested in a
                  fixed income account with a bank, insurance company, or an
                  investment adviser registered under the Investment Advisers
                  Act of 1940.

         (b)      Option B: Mutual Fund(s). - Cash will be invested in one or
                  more mutual funds approved by the Committee and made available
                  to Participants.

         (c)      Option C: A fund comprising a pooled account of Common Stock
                  of the Company.

The amounts credited to a Participant's Account from, subject to Section 4 of
Article XVIII, the ESOP Contributions and Unvested Company Contributions shall
be invested in the Common Stock fund.

SECTION 2. INSTRUCTIONS TO THE TRUSTEE

A Participant will instruct the Trustee in writing as to the manner in which
his/her contributions in his/her Account, other than Company Contributions and
ESOP Contributions, shall be invested in any one or more of the Investment
Options in such proportions as he/she sees fit, except that the amounts so
specified shall be in multiples of one percent (1%).

A Participant may likewise instruct the Trustee with respect to the retention or
investment of the Vested portion of the Company Contributions subaccount and,
subject to Section 4 of Article XVIII, the ESOP Contributions subaccount
allocated to his/her Account, subject to the same limitations as apply to the
investment of the contributions in his/her Account other than Company
Contributions.

Investment instructions with respect to the contributions in his/her Account
other than Company Contributions and ESOP Contributions, and with respect to the
Vested portion of the Company Contributions and, subject to Section 4 of Article
XVIII, the ESOP Contributions subaccount may be different, both as to the kind
of investment and as to the relative amounts to be invested in such investments.
Subject to Section 4 of Article XVIII, the ESOP Contributions subaccount and the
Unvested portion of the Company Contributions subaccount shall remain invested
in the Common Stock fund.

SECTION 3. TRANSFER TO THE ESOP FEATURE

Effective January 1, 2002, any amount of the Participant's Non-ESOP Account
invested in the Common Stock fund shall transfer to the Participant's ESOP
Account as of the first day of the

                                      -20-


Plan Year immediately succeeding the Plan Year in which the contributions
comprising such amounts invested in the Common Stock fund were made to the Plan.
Notwithstanding the foregoing, any amount in a Participant's Account that is
attributable to contributions made to the Plan prior to January 1, 2002 and that
is invested in the Common Stock fund on December 31, 2001 shall be transferred
to the Participant's ESOP Account effective as of January 1, 2002.

SECTION 4. TRUSTEE OPTIONS

The Trustee is authorized to purchase treasury or authorized but unissued Common
Stock of and from the Company, if offered by it, at the applicable fair market
value.

SECTION 5. CHANGING OF INVESTMENTS

As to the investment of future contributions with respect to which the
Participant has investment discretion, the Participant shall have the right, at
any time, but not more often than once daily, to instruct the Trustee to change
the amounts to be invested in any Investment Option(s) for all his/her
contributions. A Participant shall instruct the Trustee pursuant to this Section
5 with regard to the investment of any portion of the Participant's Account
attributable to Transfer Contributions.

Subject to Section 9 of Article III, Section 8 of Article IV and Section 3 of
this Article V, any amount that the Participant chooses to invest in the Common
Stock fund, pursuant to this Section 5, shall be held in the Participant's
Non-ESOP Account on and after January 1, 2002, subject to transfer to the
Participant's ESOP Account. Effective January 1, 2002, any such amount invested
in the Common Stock fund shall transfer to the Participant's ESOP Account as of
the first day of the Plan Year immediately succeeding the Plan Year in which the
investments were changed into the Common Stock fund. On and after January 1,
2002, any amount that the Participant chooses to invest in any Investment
Option(s) other than the Common Stock fund, pursuant to this Section 5, shall be
held in the Participant's Non-ESOP Account.

All such directions to sell or to redeem securities held in the Participant's
Account or to reinvest the proceeds and all changed investment directions shall
become effective during the Transaction Period, as such term is defined in
Section 1 of Article XV. All such directions received and completed prior to
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business shall be effective as of the close of the
business day of receipt of such directions. All such directions received and
completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the
New York Stock Exchange are open for business shall be effective as of the
following day when both the Trustee and the New York Stock Exchange are open for
business.

SECTION 6. EARNINGS FROM INVESTMENTS

Except as provided in Section 6 of Article XVIII, earnings from the Investment
Options shall be reinvested in the Investment Option producing such earnings.

SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS

                                      -21-


Any funds in the hands of the Trustee as to which the Participant has instructed
the Trustee to invest in any given Investment Option but which temporarily
remains uninvested may be held by the Trustee in cash. Shares of Common Stock
shall be in full shares only, with no fractional shares being purchased or held.
Amounts creditable to the Accounts of Participants which cannot be invested in
the Investment Option selected because such amounts are insufficient to purchase
a full share of Common Stock shall be temporarily held pursuant to this Section
6 as uninvested funds for the benefit of the Account to which such amount is
allocable.

SECTION 8. SELECTION OF INVESTMENT OPTION

The selection of an Investment Option by a Participant will be entirely the
responsibility of such Participant. Neither Trustee, the Committee, the Company,
nor any of its personnel shall be empowered to advise a Participant as to the
manner in which the amounts credited to any Account shall be invested. The fact
that a security is available to Participants for investment under this Plan
shall not be construed as a recommendation for the purchase of that security,
nor shall the designation of any Investment Option impose any liability on the
Trustee, the Committee, the Union, the Company, or any of its personnel.

                                      -22-


                                   ARTICLE VI
                            VESTING OF CONTRIBUTIONS

SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS

A Participant shall have a nonforfeitable interest in his/her Account balance to
the extent that it is attributable to contributions made by him/her or on
his/her behalf including (but not limited to) Company Wage Reduction
Contributions (but not including Company Contributions) at all times (subject to
the terms and conditions of Articles IX and XI), and in all assets in his/her
Account attributable thereto.

SECTION 2. VESTING OF COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Company Contributions and ESOP Contributions, if any, shall become Vested to the
Participant on the date such Participant completes five (5) years of Continuous
Credited Service (Article II, Section 2). For Participants with five (5) or more
years of Continuous Credited Service, Company Contributions and ESOP
Contributions will become Vested immediately upon being placed in his/her
Account. Notwithstanding the foregoing, a Participant shall at all times be
Vested in any earnings and dividends paid on the investments of Unvested Company
Contributions and ESOP Contributions held in the Participant's Account. Full one
hundred percent (100%) vesting shall also occur upon attainment of the
Participant's Normal Retirement Date.

Should a Participant terminate participation in the Plan by reason of any of the
following, all Company Contributions and ESOP Contributions will become one
hundred percent (100%) Vested to the Participant:

         (a)      Total and Permanent Disability

         (b)      Death

         (c)      Termination of the Plan, (or partial termination of the Plan
                  if the Participant is affected thereby), or

         (d)      Complete and final discontinuance of Company Contributions.

If a Participant terminates employment at a time when his/her Company
Contributions and ESOP Contributions are Unvested, such Unvested contributions
shall be forfeited upon the earlier of (i) the distribution to the Participant
of the Vested portion of his/her Account or (ii) the close of five consecutive
Severance Periods after such termination of employment.

SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

A Participant who has restored previously forfeited ESOP Contributions or
Company Contributions (as described in Section 7 of Article XI) shall have these
restored ESOP Contributions and Company Contributions vest provided restoration
is made prior to the attainment of five (5) years Continuous Credited Service by
the Participant.

                                      -23-


                                  ARTICLE VII
                           SUSPENSION OF PARTICIPATION

SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER

In the event that a Participant is transferred to a job with the Company which
renders such Participant ineligible to participate actively in this Plan, then,
in such event, such Participant's Active Participation shall be deemed to be
suspended. However, during the period of suspension the Participant's Account
shall continue to be vested as if no suspension had occurred.

Such suspension shall remain in effect until:

         (a)      the Participant is transferred to a job whereby he/she would
                  be re-eligible to be an active Participant in the Plan, or

         (b)      a termination occurs pursuant to Article XI of the Plan.

                                      -24-


                                  ARTICLE VIII
                 APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED

SECTION 1. APPLICATION OF FORFEITURES

All Company Contributions and ESOP Contributions forfeited in accordance with
Article VI, Section 2 shall be used to reduce the Company's subsequent
contributions to the Plan. However, such forfeited Company Contributions and
ESOP Contributions will be restored to the Participant's Account should the
Participant exercise restoration rights as defined in Section 7 of Article XI.

In the event that the Plan is terminated, any forfeitures not previously applied
to reduce Company Contributions shall be credited (on the basis of each
individual Participant's current year Compensation as a ratio to the total
current year Compensation of all Participants) to the Accounts of all
Participants entitled to share in the allocation of Company Contributions at the
time of such termination.

SECTION 2. TREATMENT OF FORFEITED SECURITIES

Forfeited securities shall be converted to cash and be invested by the Trustee;
such cash shall be applied to the reduction of the next contribution by the
Company.

Upon forfeiture of a portion of the Company Contributions or ESOP Contributions,
the Trustee shall sell such amount of the securities allocated to the
Participant's Account as may be necessary to effect the forfeiture.

                                      -25-


                                   ARTICLE IX
                           WITHDRAWAL OF CONTRIBUTIONS

SECTION 1. WITHDRAWAL EVENTS

No amount may be withdrawn by a Participant from Company Wage Reduction
Contributions, Company Contributions or ESOP Contributions earlier than the
occurrence of hardship (see Section 2 below) or one of the following events:

         (a)      the Participant's retirement, death, Total and Permanent
                  Disability, or termination of Employee status;

         (b)      termination of the Plan without establishment of a successor
                  plan;

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

         (d)      the sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation;

         (e)      the sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

         (f)      An Eligible Rollover Distribution by a Distributee to an
                  Eligible Retirement Plan in accordance with the provisions of
                  Article XI, Section 6.

SECTION 2. HARDSHIP WITHDRAWALS

If a Participant requests a hardship withdrawal prior to the occurrence of an
event in Section 1 above, such request will require the consent of the Committee
and such consent shall be given only if, under uniform rules, the Committee
determines that

         (a)      the purpose of the withdrawal is to meet immediate and heavy
                  financial needs of the Participant,

         (b)      the amount does not exceed such financial need, and

         (c)      the amount of the withdrawal is not immediately available from
                  the resources of the Participant.

A withdrawal made on account of hardship must be made first, from Company
Contributions and earnings (if Vested) and then only from Wage Reduction
Contributions of the Participant, and not from earnings credited thereto.

                                      -26-


Employees who make a hardship withdrawal may not make elective contributions for
the tax year following the tax year of distribution, greater than the Code
Section 402(g) limit minus the elective contributions for the year of
distribution.

SECTION 3. FREQUENCY OF WITHDRAWALS.

Except for distribution at retirement, disability, or death, [Article XI,
Section 2(b)], withdrawals may not be made more frequently than once in any
twelve (12) month period.

                                      -27-


                                    ARTICLE X
                           DESIGNATION OF BENEFICIARY

Each Participant must file with the Committee a written designation of a
Designated Beneficiary or Beneficiaries in the form prescribed by the Committee
with respect to all or part of the securities and cash held for the account of
such Participant. Such Designated Beneficiary shall be a Participant's spouse
or, if he/she has no spouse or his/her spouse consents (in the manner
hereinafter described in this Article) to the designation hereinafter provided
for in this Article, such person or persons other than, or in addition to,
his/her spouse as may be designated by a Participant as his/her death
beneficiary under the Plan. Such a designation may be made, revoked or changed
only by an instrument (in form acceptable to the Committee) which is signed by
the Participant, which includes his/her spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
spouse being named as the Participant's sole Beneficiary), and which is filed
with the Committee before the Participant's death. A spouse's consent required
by this Article shall be signed by the spouse, shall acknowledge the effect of
such consent, shall be witnessed by a member of the Committee or by a notary
public and shall be effective only with respect to such spouse. At any time when
all the persons designated by the Participant as his/her Designated Beneficiary
have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or,
if he/she does not then have a spouse, the Participant's estate. If a
Participant has no spouse and he/she has not made an effective Beneficiary
designation pursuant to this Article, his/her Designated Beneficiary shall be
his/her estate.

                                      -28-


                                   ARTICLE XI
                          DISTRIBUTION OF CONTRIBUTIONS

SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS

Subject to the provisions of Section 3 of this Article, distributions may be
made to a Participant or the Designated Beneficiary, as the case may be, upon
the occurrence of the following stated events:

         (a)      Termination of a Participant's participation in the Plan, or
                  cessation of the Participant's right to share in the
                  allocation of the Company Contributions or ESOP Contributions
                  made to the Plan (other than a temporary cessation on account
                  of a temporary suspension of Participant contributions), or

         (b)      Termination of the Plan without establishment of a successor
                  plan, or

         (c)      The sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation, or

         (d)      The sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

                  Effective as of January 1, 1998 if the present value of any
                  nonforfeitable accrued benefit, at the time of distribution or
                  at the time of any subsequent distribution, exceeds $5,000
                  such benefit may not be immediately distributed without the
                  consent of the Participant.

SECTION 2. TERMINATION OF A PARTICIPANT'S ACTIVE PARTICIPATION IN THE PLAN

A Participant's Active Participation in the Plan will be terminated if he/she:

         (a)      Voluntarily elects to cease contributions to the Plan,

         (b)      Terminates employment from the Company voluntarily or
                  involuntarily,

         (c)      Retires from the Company under one of its retirement programs,

         (d)      Suffers a Total and Permanent Disability,

         (e)      Dies

         (f)      Becomes Vested in all Company Contributions and ESOP
                  Contributions in his/her Account and remains in a job whereby
                  he/she is ineligible to be an active Participant in the Plan.

                                      -29-


SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

If a Participant terminates employment with the Company, either voluntarily or
involuntarily, before the Company Contributions or ESOP Contributions are
Vested, the Participant will receive the then current market value of the larger
of:

         (a)      the Participant's Pre-Tax Savings Plan Contributions, plus all
                  earnings (not to exceed the current market value of the entire
                  Account), or

         (b)      the current market value of the entire Account less the
                  Unvested Company Contributions and Unvested ESOP
                  Contributions.

If a Participant, who remains an employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan before any of the Company
Contributions or ESOP Contributions are Vested, he/she will receive the amount
described above in this Section 3, less the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon
attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount.

SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

Subject to Article XI, Section 1, if a Participant terminates employment with
the Company after Company Contributions and ESOP Contributions are Vested, the
Participant will receive the then current market value of the entire Account
when he/she elects to make a voluntary withdrawal.

If a Participant, who remains an Employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan after Company Contributions
and ESOP Contributions are Vested, or remains in a job whereby he/she is
ineligible to be an active Participant in the Plan, he/she will receive the
amount described above in this Section 4, less the then current market value of
his/her Pre-Tax Savings Plan Contributions subaccount. Such Participant shall,
upon attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. If a Participant who remains
employed by the Company and who has attained age 59 1/2, voluntarily elects to
withdraw from the Plan after he/she becomes Vested in Company Contributions and
ESOP Contributions credited to his/her Account, he/she will receive the entire
amount described in this Section 4 as if he/she had terminated employment with
the Company.

SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY

If a Participant dies, retires or suffers a Total and Permanent Disability, the
Participant or Designated Beneficiary will receive the then current market value
of his/her Account. Distribution will not occur upon retirement or Total and
Permanent Disability in the event a Participant elects to defer the commencement
of distribution in accordance with Section 6 of this Article.

SECTION 6. DISTRIBUTION OF ACCOUNTS

                                      -30-


         (a)      Form of Distribution of Accounts to a Participant During
                  His/Her Lifetime:

                  If a Participant terminates participation in the Plan, due to
                  a separation from service or, if earlier, age 59 1/2,
                  distribution shall be made, subject to other limitations of
                  this Plan, by one of the following methods as he/she shall
                  elect:

                  (1)      Payment in cash, or

                  (2)      If the Participant has selected one or more of the
                           Investment Options:

                           (i)      payment in cash,

                           (ii)     payment in securities held for the
                                    Participant's Account, or

                           (iii)    a combination of (i) and (ii) above at the
                                    option of the Participant.

         (b)      Distribution of Cash and/or Securities

                  Distribution of cash and/or securities to a Participant who
                  either (i) retires from the Company under one of its
                  retirement programs, (ii) suffers a Total and Permanent
                  Disability, or (iii), dies or (iv) becomes Vested in all
                  Company Contributions and ESOP Contributions in his/her
                  Account and remains in a job whereby he/she is ineligible to
                  be an active Participant in the Plan, shall be made, at the
                  Participant's or Designated Beneficiary's option, in one of
                  the following forms:

                  (1)      A single distribution to be received within ninety
                           (90) days from the date the Participant terminated
                           participation in the Plan,

                  (2)      Two (2) installment distributions, with the first
                           installment to be at least fifty percent (50%) of the
                           Participant's Account balance (as determined in
                           Section 3, 4 or 5 of this Article) and to begin
                           within ninety (90) days from the date the Participant
                           terminated participation in this Plan, and the second
                           and final installment to include the remainder of the
                           Account balance and to be received within twenty-four
                           (24) months after the date the Participant terminated
                           participation in this Plan.

                  (3)      For events described in Section 1(c) or 1(d) of this
                           Article, distribution will be made in a lump sum as
                           provided by Section 401(k)(10) of the Code.

                  Distribution of cash and/or securities to a Participant who
                  voluntarily elects to withdraw from the Plan or terminates
                  employment from the Company, voluntarily or involuntarily,
                  shall be made in a single distribution to be received within
                  ninety (90) days from the date the Participant terminated
                  participation in the Plan.

                  Notwithstanding the foregoing, a Participant who retires from
                  the Company under one of its retirement programs (except a
                  deferred vested pension) may elect to

                                      -31-


                  defer the commencement of distribution and remain a
                  Participant in this Plan until no later than April 1 of the
                  calendar year following the calendar year in which he/she
                  attains age 70 1/2.

                  Should the Participant fail to select a form of distribution
                  as previously described, the final distribution will be made
                  in a single distribution as described in Section 6(b) (1) of
                  this Article, in the form of the Investment Option(s) then in
                  the Account.

                  If a Participant should die before (all) distribution(s) has
                  (have) been made, such distribution(s) shall be made to the
                  Designated Beneficiary.

         (c)      Distribution in Case of the Death of a Participant While an
                  Employee

                  In the event of the death of a Participant while an Employee,
                  distribution shall be made in accordance with Article X. Each
                  Designated Beneficiary shall make an appropriate election as
                  provided in Section 6(b) of this Article.

                  If the Designated Beneficiary should die before the final
                  distribution has been made then such final distribution shall
                  be made to the legally appointed representative(s) of the
                  Designated Beneficiary.

         (d)      Direct Rollover of Eligible Rollover Distributions

                  This subsection 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 subsection, a Distributee, as defined
                  under paragraph (1)(iii) of this subsection, may elect, at the
                  time and in the manner prescribed by the plan administrator,
                  to have any portion of an Eligible Rollover Distribution, as
                  defined under paragraph (1)(i) of this subsection, paid
                  directly to an Eligible Retirement Plan, as defined under
                  paragraph (1)(ii) of this subsection, specified by the
                  Distributee in a Direct Rollover, as defined under paragraph
                  (1)(iv) of this subsection.

                  (1)      Definitions

                           (i)      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 any distribution to the extent such
                                    distribution is required under section
                                    401(a)(9) of the Code, any distribution that
                                    is one of a series of substantially equal
                                    periodic payments (paid not less frequently
                                    than annually) over the life (or life
                                    expectancy) of the distributee or the joint
                                    lives (or life expectancies) of the
                                    distributee and a designated beneficiary or
                                    for a specified period of ten years or more,
                                    the portion of any distribution that is not
                                    includible in gross income, such other
                                    amounts specified in Treasury regulations
                                    and rulings, notices or announcements issued

                                      -32-


                                    under Section 402(c) of the Code, and,
                                    effective January 1, 1999, any "hardship"
                                    distribution (as defined in Code Section
                                    401(k)).

                           (ii)     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.

                           (iii)    Distributee: A Distributee includes a
                                    Participant or the Participant's surviving
                                    spouse or Participant's former spouse who is
                                    the alternate payee under a qualified
                                    domestic relations order, as defined in
                                    section 414(p) of the Code.

                           (iv)     Direct Rollover: A Direct Rollover is a
                                    payment by the Plan to the Eligible
                                    Retirement Plan specified by the
                                    Distributee.

                                      -33-


         (e)      Miscellaneous Provisions Relating to Distributions

                  Any distribution to which a Participant or the Designated
                  Beneficiary may be entitled shall have deducted therefrom all
                  incident expenses and/or taxes.

                  The Committee shall be notified upon forms prescribed by it as
                  to all actions which are to be taken under this Section by a
                  Participant or Designated Beneficiary.

                  The Trustee shall be notified in writing by the Committee
                  concerning any action required by the Trustee to be taken
                  under this Section.

                  Unless the Participant elects otherwise, in no event shall any
                  retirement, death, or disability benefit commence later than
                  the sixtieth (60th) day after the latest of the close of the
                  Plan Year in which (1) occurs the date on which the
                  Participant attains the earlier of age 65 or the normal
                  retirement age specified hereunder (if other than 65) (whether
                  or not by reason of reference to the Company's retirement
                  programs), (2) occurs the tenth anniversary of the year in
                  which the Participant commenced participation in the Plan, or
                  (3) the Participant terminates service with the Company.

         (f)      Provision Pursuant to Code Section 401(a)(9)

                  All distributions required under this Article XI shall be
                  determined and made in accordance with the proposed
                  regulations under Code Section 401(a)(9) including the minimum
                  distribution incidental benefit requirement of section
                  1.401(a)(9)-2 of the proposed regulations, as may be amended
                  or promulgated from time to time.

                  (1)      Notwithstanding any other provision of the Plan, for
                           individuals who are five percent (5%) owners (as
                           defined in Section 416 of the Code) or who attain age
                           seventy and one-half (70 1/2) in Plan Years prior to
                           2003, the entire interest of each such Participant
                           under the Plan shall be distributed, commencing not
                           later than April 1 of the calendar year following the
                           calendar year in which he/she attains age seventy and
                           one-half (70 1/2).

                           For individuals who are not five percent (5%) owners
                           (as defined in Section 416 of the Code) and who
                           attain age seventy and one-half (70 1/2) in Plan
                           Years after 2002, the entire interest of each such
                           Participant in the Plan shall be distributed to
                           him/her by April 1 of the calendar year following the
                           later of either:

                           (i)      the calendar year in which the Employee
                                    attains age seventy and one-half (70-1/2),
                                    or

                           (ii)     the calendar year in which the Employee
                                    retires.

                                      -34-


                           Such distribution shall be (1) in accordance with
                           regulations prescribed by the Secretary of the
                           Treasury, over the life of such Participant and
                           his/her Designated Beneficiary, or (2) in accordance
                           with such regulations, over a period not extending
                           beyond the life expectancy of such Participant or the
                           life expectancy of such Participant and his/her
                           Designated Beneficiary.

                  (2)      If distribution of a Participant's interest under the
                           Plan has begun in accordance with paragraph (1) of
                           this subsection and such Participant dies before
                           his/her entire interest has been distributed to
                           him/her, the remaining portion of such interest shall
                           be distributed to his/her Designated Beneficiary at
                           least as rapidly as under the method of distribution
                           being used under such paragraph (1) as of the date of
                           his/her death.

                  (3)      If a Participant dies before the distribution of
                           his/her interest under the Plan has begun in
                           accordance with paragraph (1) of this subsection, the
                           entire interest of the Participant shall be
                           distributed to his/her Designated Beneficiary within
                           five (5) years after such Participant's death;
                           provided, however, that such five-year rule shall not
                           be applicable to any portion of the Participant's
                           interest under the Plan which is payable to any
                           individual designated by the Participant as his/her
                           Designated Beneficiary if:

                           (i)      such portion will be distributed (in
                                    accordance with regulations prescribed by
                                    the Secretary of the Treasury) over the life
                                    of such Designated Beneficiary, and

                           (ii)     such distributions to such Designated
                                    Beneficiary begin not later than one year
                                    after the date of the Participant's death or
                                    such later date as the Secretary of the
                                    Treasury may by regulations prescribe or, if
                                    such Designated Beneficiary is the
                                    Participant's surviving spouse, not later
                                    than the date on which the Participant would
                                    have attained age 70 1/2.

                  (4)      If the Participant's surviving spouse is his/her
                           Designated Beneficiary and such spouse dies before
                           the distributions to such spouse begin, paragraph (3)
                           shall be applied as if the surviving spouse were the
                           Participant.

                  (5)      Under regulations prescribed by the Secretary of the
                           Treasury, for purposes of this subsection, any amount
                           paid to a child shall be treated as if it had been
                           paid to the surviving spouse if such amount will
                           become payable to the surviving spouse upon such
                           child reaching majority (or other designated event
                           permitted under such regulations).

SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

Each Participant who has forfeited any Company Contributions or ESOP
Contributions has the right to gain restoration of the forfeited Company
Contributions and ESOP Contributions. A Participant who (i) terminates
participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article
XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his
Unvested

                                      -35-


Company Contributions and ESOP Contributions pursuant to clause (i) of the third
paragraph of Section 2 of Article VI and (iv) subsequently becomes rehired by
the Controlled Group, will have the right within the earlier of (1) five (5)
years after re-employment or (2) the close of five (5) consecutive Severance
Periods commencing after the date of distribution, to restore to the Account the
dollar value of the previously forfeited Company Contributions and ESOP
Contributions by contributing back to the Account the total lump sum amount
(dollar value as of the date of distribution) of the distribution which caused
the forfeiture.

SECTION 8. DETERMINATION OF VALUE

Determinations of value hereunder shall be made pursuant to an annual valuation
by the Trustee at the fair market value as of the close of business on the
annual valuation date to be established by the Trustee. If no such date is
established, the annual valuation date shall be the last day of the Plan Year.
Interim valuations, or partial valuations of one or more of the investment
funds, may occur upon the direction of the Committee. The then current value of
a Participant's Account, or any part thereof, as of any date, shall be
determined by reference to the valuation (whether or not the annual valuation)
coincident with or last preceding the date as of which such Account is to be
valued.

                                      -36-


                                   ARTICLE XII
                         MAXIMUM CONTRIBUTION LIMITATION

SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(C)

         (a)      MAXIMUM ANNUAL ADDITION: The "annual addition" to a
                  Participant's Account shall not exceed the lesser of (i)
                  $30,000 (as adjusted, effective January 1, 1995, pursuant to
                  Section 415(d) of the Code) or (ii) twenty-five percent (25%)
                  of the Participant's Compensation (as defined in paragraph (d)
                  below) for that Plan Year. The Compensation limitation in
                  (a)(ii) above shall not apply to amounts treated as Annual
                  Additions under Sections 415(l)(1) or 419A(f)(2) of the Code.

The term "annual addition" means the amount allocated to a Participant's Account
during the limitation year (as hereinafter defined) that constitutes:

         1.       Forfeitures;

         2.       all Employee contributions;

         3.       amounts allocated to an individual medical account, as defined
                  in section 415(1)(2) of the Code, which is part of a pension
                  or annuity plan maintained by the Company are treated as
                  annual additions to a defined contribution plan. Also amounts
                  derived from contributions paid or accrued which are
                  attributable to post-retirement medical benefits, allocated to
                  the separate account of a key employee, as defined in section
                  419A(d)(3) of the Code, under a welfare benefit fund, as
                  defined in section 419(e) of the Code, maintained by the
                  Company are treated as annual additions to a defined
                  contribution plan; and

         4.       all Company Contributions

Any amount which may be excluded from the computation of annual additions under
Treas. Reg. 1.415-6 shall be excluded from such computation.

In addition, all defined contribution plans of the Company, terminated or not,
shall, for purposes of these limitations, be considered as one Plan.

         (b)      LIMITATION YEAR: For purposes of determining "annual
                  additions", the Limitation Year shall be the Plan Year.

         (c)      In the case of a group of Companies which constitutes a
                  controlled group of corporations (as defined in Section
                  1563(a) of the Code), all such Companies shall be considered a
                  single Company or employer for purposes of applying the
                  limitation of Section 415 of the Code.

         (d)      COMPENSATION. For purposes of this Section 1, Compensation
                  shall mean compensation within the meaning of Section
                  415(c)(3) of the Code and the regulations thereunder. For
                  limitation years beginning on and after January 1, 2001, for
                  purposes of applying the limitations described in this
                  section,

                                      -37-


                  compensation paid or made available during such limitation
                  years shall include elective amounts that are not includible
                  in the gross income of the employee by reason of Section
                  132(f)(4) of the Code.

         (e)      ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the
                  allocation of forfeitures, a reasonable error in estimating a
                  Participant's Compensation, or under other facts and
                  circumstances provided for under Treasury Regulation
                  1.415-6(b)(6), the annual addition to a Participant would
                  exceed the maximum provided in this Section 1, the
                  administrator shall return any voluntary Participant
                  contributions credited for the Limitation Year to the extent
                  the return would reduce the excess amounts in the
                  Participant's Accounts; to the extent excess amounts continue
                  to exist, the excess amounts shall be allocated and
                  reallocated to other Participants in the Plan. However, if
                  such allocation or reallocation of the excess amounts causes
                  the limitations of Section 415 to be exceeded with respect to
                  each Plan Participant for the Limitation Year, then such
                  amounts shall be held unallocated in a suspense account (the
                  "Section 415 Suspense Account"). If a Section 415 Suspense
                  Account is in existence at any time during a particular
                  Limitation Year, other than the Limitation Year described in
                  the preceding sentence, all amounts in the Section 415
                  Suspense Account shall be allocated and reallocated (subject
                  to the limitations of Section 415) before any contributions by
                  the Company which would constitute annual additions may be
                  made to the Plan for that Limitation Year. The Section 415
                  Suspense Account shall not share in any earnings or losses of
                  the Trust Fund.

SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE

This Section 2 shall not apply after December 31, 1999.

         (a)      Except as otherwise provided in Section 415(e) of the Code, in
                  any case in which an individual is a participant in both a
                  defined benefit plan and a defined contribution plan
                  maintained by the Affiliated Group, the sum of the defined
                  benefit plan fraction and the defined contribution plan
                  fraction for any Plan Year commencing on or after the
                  Effective Date shall not exceed 1. For purposes of the
                  preceding sentence,

                  (1)      the defined benefit plan fraction for any Plan Year
                           is a fraction (i) the numerator of which is the
                           projected annual benefit of the participant under the
                           plan (determined as of the close of the Plan Year),
                           and (ii) the denominator of which is the lesser of
                           (A) the product of 1.25, multiplied by the dollar
                           limitation in effect under Section 415(b)(1)(A) of
                           the Code for such Year, or (B) the product of 1.4,
                           multiplied by the amount which may be taken into
                           account under Section 415(b)(l)(B) of the Code with
                           respect to such participant under the plan for such
                           Year; and

                  (2)      the defined contribution plan fraction for any Plan
                           Year is a fraction (i) the numerator of which is the
                           sum of the annual additions to the participant's
                           account as of the close of the Plan Year and for all
                           prior Plan Years, and

                                      -38-


                           (ii) the denominator of which is the sum of the
                           lesser of the following amounts determined for such
                           Plan Year and for each prior Plan Year of service
                           with the Affiliated Group;

                           (A)      the product of 1.25, multiplied by the
                                    dollar limitation in effect under Section
                                    415(c)(1)(A) of the Code for such Plan Year,
                                    or

                           (B)      the product of 1.4, multiplied by the amount
                                    which may be taken into account under
                                    Section-415(c)(1)(B) of the Code with
                                    respect to such participant under such plan
                                    for such Plan Year.

         (b)      Such reductions as are necessary to comply with the
                  limitations of this Section with respect to a Participant in
                  this Plan shall be made in his/her accrued benefit in
                  accordance with applicable law; provided, however, that
                  reductions shall first be made in accrued benefits in
                  accordance with the provisions of any defined contribution
                  plan of a controlled group member in which the Participant
                  also participates prior to reduction in annual additions
                  pursuant to a defined benefit plan, and to that end the
                  Company shall reduce such accrued benefits to the extent
                  necessary so that the defined contribution fraction set forth
                  in Subsection (a) (1) of this Section is reduced so that such
                  limitations are not exceeded, and reduction of annual
                  additions shall then be made in accordance with the provisions
                  of this Plan as are necessary to comply with the limitations
                  of this Section.

SECTION 3. ANTI-DISCRIMINATION TEST

Notwithstanding the terms of the Plan, the Pre-tax Savings Plan Contributions of
a Participant shall be limited, to the extent necessary to satisfy the
anti-discrimination tests set forth in Code Section 401(k)(3). For each Plan
Year the Average Actual Deferral Percentage for the Highly Compensated Employees
with respect to any Plan Year shall not exceed the greater of (a) or (b):

         (a)      The average Actual Deferral Percentage for the Eligible
                  Employees who are Non-Highly Compensated Employees for the
                  Plan Year multiplied by 1.25, or

         (b)      The Actual Deferral Percentage for the Eligible Employees who
                  are Non-Highly Compensated Employees multiplied by 2;
                  provided, however, that the Average Actual Deferral Percentage
                  for the Highly Compensated Employees may not exceed the Actual
                  Deferral Percentage for the Eligible Employees who are
                  Non-Highly Compensated Employees by more than two (2)
                  percentage points (or such lesser amount as determined by the
                  Secretary of Treasury).

If, at any time during a Plan Year, the Actual Deferral Percentage for the
Highly Compensated Employees exceeds or is reasonably expected by the Committee
to exceed the greater of (a) or (b) above, then the Committee, in its sole and
absolute discretion, shall distribute the Excess Contributions (as hereinafter
defined) and income allocable to the contributions to the Highly Compensated
Employees on whose behalf such Excess Contributions were made. For purposes of
this Section 3, Excess Contributions shall mean the amount determined pursuant
to Section 401(k)(8)(B) of the Code. A Participant's Excess Contribution shall
be reduced, as determined by Secretary of the Treasury, by the amount of any
Excess Deferrals which are distributed to the

                                      -39-


Participant pursuant to Section 1 of Article III. Any distribution of the Excess
Contributions shall be made to each Highly Compensated Employee based on his
respective portion of the Excess Contributions by reducing the amount of Pre-Tax
Savings Plan Contributions actually paid over to the Trust on behalf of the
Employee whose Pre-Tax Savings Plan Contribution is the greatest of the Highly
Compensated Employees until such Participant's Pre-Tax Savings Plan Contribution
is equal to the Pre-Tax Savings Plan Contribution of the Highly Compensated
Employees whose Pre-Tax Savings Plan Contribution is the second greatest and
continuing to prospectively reduce the amount of Company Contributions to be
paid over to the Trust on behalf of the Highly Compensated Employees in a like
manner until the Actual Deferral Percentage of the Highly Compensated Employees
equals (by rounding up) for the Plan Year the greater of (a) or (b) above.

The income allocable to a Participant's Excess Contributions shall be determined
by multiplying the income allocable to the Participant's Pre-tax Savings Plan
Contribution by a fraction, the numerator of which is the Participant's Excess
Contribution and the denominator of which is the Participant's balance in his
Company Wage Reduction Contribution Account as of the last day of the Plan Year.

The Excess Contributions which would otherwise be distributed to the Participant
shall be adjusted for income; shall be reduced, in accordance with regulations,
by the amount of Excess Deferrals distributed to the Participant; shall, if
there is a loss allocable to the Excess Contributions, in no event be less than
the lesser of the Participant's Accounts under the Plan or the Participant's
Company Wage Reduction Contribution for the Plan Year.

Amounts distributed under this Section 3 shall be treated as a reduction in the
amount of Compensation to be reduced pursuant to Section 1 of Article III by
each Participant.

In calculating the actual deferral percentage for purposes of section 401(k),
the actual deferral ratio of a Highly Compensated Employee will be determined by
treating all cash or deferred arrangements under which the Highly Compensated
Employee is eligible (other than those that may not be permissively aggregated)
as a single arrangement.

This paragraph shall apply until January 1, 1997. In the case of a Highly
Compensated Employee who is one of the ten most Highly Compensated Employees and
is thereby subject to the family aggregation rules of Section 414(q)(6), the
actual deferral ratio (ADR) for the family group (which is treated as one Highly
Compensated Employee) is the ADR determined by combining the elective
contributions, compensation and amounts treated as elective contributions of all
eligible family members. Except to the extent taken into account in the
preceding sentence, the elective contributions, compensation, and amounts
treated as elective contributions of all family members are disregarded in
determining the Actual Deferral Percentages for the groups of Highly Compensated
Employees and nonhighly compensated employees.

This paragraph shall apply until January 1, 1997. In the case of a Highly
Compensated Employee whose ADR is determined under the family aggregation rules,
the determination of the amount of excess contributions shall be made as
follows: The ADR is reduced in accordance with the "leveling" method described
in section 1.401(k)-1(f)(2) of the regulations and the excess

                                      -40-


contributions are allocated among the family members in proportion to the
contributions of each family member that have been combined.

Failure to correct Excess Contributions by the close of the Plan Year following
the Plan Year for which they were made will cause the Plan to fail to satisfy
the requirements of Code Section 401(k)(3) for the Plan Year for which the
Excess Contributions were made and for all subsequent years they remain in the
Trust Fund. The Company will be liable for a ten percent (10%) excise tax on the
amount of Excess Contributions unless they are corrected within two and one-half
(2 1/2) months after the close of the Plan Year for which they were made.

To the extent required by the Code and Treasury Regulations, the limitations set
forth in Section 2 shall be applied separately to each of the Non-ESOP Feature
and the ESOP Feature. Notwithstanding the foregoing, for purposes of applying
this Section 3 for any Plan Year in which

         (a)      the ESOP Feature is maintained, and

         (b)      the requirements of Sections 401(k)(12) and 401(m)(11) of the
                  Code are not satisfied

a single Actual Deferral Percentage will be calculated for the group of eligible
Employees who are Highly Compensated Employees and a single Actual Deferral
Percentage will be calculated for the group of Eligible Employees who are
Non-Highly Compensated Employees for the Plan Year, notwithstanding the
existence of the ESOP portion of the Plan and the disaggregation rules of
Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason
of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan
Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan
Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year
(including any Pre-Tax Savings Plan Contributions that are invested in Common
Stock) and such account is not part of the ESOP, and all Company Contributions
made in such Plan Year are allocated to the Company Contribution subaccount of
the Participant's Non-ESOP Account in such Plan Year (including any Company
Contributions that are invested in Common Stock) and such account is not part of
the ESOP.

                                      -41-


                                  ARTICLE XIII
                                    RESERVED

                                      -42-


                                  ARTICLE XIV
                           ADMINISTRATION OF THE PLAN

SECTION 1. SAVINGS PLAN COMMITTEE

The Plan shall be administered by the Defined Contribution Plan Committee which
shall be appointed by the Board of Directors of the Company.

The Committee shall consist of at least three (3) members who shall be
designated from time to time by the Board of Directors of the Company, and shall
act by at least a majority of members.

The Committee, by a majority vote of its members, shall appoint a plan
administrator, chairman and secretary. The plan administrator as appointed by
the Committee shall be the "Named Fiduciary" of the Plan with respect to
administrative matters, and the Trustee shall be the "Named Fiduciary" with
respect to the handling of Plan assets.

The Board of Directors shall, from time to time, notify the Trustee of the
number and the identity of the members of the Committee and the Trustee shall be
entitled to rely upon such notices.

SECTION 2. ADMINISTRATION OF THE PLAN BY THE COMMITTEE

The Committee shall adopt such uniform and nondiscriminatory administrative
regulations under the Plan as it shall deem to be necessary or appropriate for
the efficient administration of the Plan.

The Committee shall have sole and absolute discretion to interpret the
provisions of the Plan or Trust Agreement (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan or Trust Agreement),
to make factual findings with respect to any issue arising under the Plan, to
determine the rights and status under the Plan of Participants and other
persons, to decide disputes arising under the Plan and to make any
determinations and factual and other findings with respect to the benefits
payable thereunder and the persons entitled thereto as may be required for the
purposes of the Plan. In furtherance of, but without limiting, the foregoing,
the Committee is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Committee):

         (a)      to resolve questions (including factual questions) arising
                  under the provisions of the Plan as to any individual's
                  entitlement to become a Participant;

         (b)      to determine the amount of benefits, if any, payable to any
                  person under the Plan (including, to the extent necessary,
                  making any factual findings with respect thereto); and

         (c)      to conduct the review procedure specified in Section 3(g) of
                  this Article.

The Committee shall have full power and authority to administer the Plan and to
interpret its provisions, and its interpretations shall be final and binding
upon the Company, its personnel, the

                                      -43-


Union, the Trustee and all other parties in interest, subject to the provisions
of Section 3 of this Article.

SECTION 3. FIDUCIARY PROVISIONS

         (a)      Named Fiduciaries

                  Among the named fiduciaries under the Plan shall be the
                  Company, and the Trustee, investment advisors or insurance
                  companies, each of which shall have such powers, duties,
                  responsibilities and authority as shall be specified in the
                  Plan or trust agreement entered into for the purpose of
                  managing the Trust Fund, subject to any delegation thereof as
                  provided in the Plan or such trust agreement. Any other
                  person, entity, committee, board, department, office, or
                  identifiable part of any legal entity may be designated by the
                  Company as a named fiduciary by an instrument signed by the
                  Company, delivered to such designated named fiduciary and to
                  the Trustee and accepted in writing by the designated named
                  fiduciary. Any such designation may be terminated at any time
                  by the Company or by such named fiduciary by written notice
                  delivered to the other of them and to the Trustee.

         (b)      Liability of Fiduciaries

                  To the extent permitted by law, (1) neither the Company nor
                  any director, officer, or Employee shall be personally liable
                  upon any contract or other instrument made or executed by
                  him/her or it or in his/her or its behalf in the
                  administration of the Plan or the Trust Fund; (2) neither the
                  Company nor any director, officer, or Employee who is a
                  fiduciary shall be liable for the neglect, omission or
                  wrongdoing of any other fiduciary; (3) the Company, person,
                  committee or board and each member thereof to whom the Company
                  delegates (or the Plan or trust agreement assigns) any duty
                  with respect to the Plan or Trust Fund, may rely and shall be
                  fully entitled to act upon the advice of counsel, who may be
                  of counsel for the Company, and upon the opinion, certificate,
                  valuation, report, recommendation or determination of an
                  actuary appointed by the Company to assist in the operation of
                  the Plan; (4) the Company and each director, officer, or
                  Employee who is a fiduciary shall be solely responsible for
                  his/her own acts or omissions; and (5) if any responsibility
                  of the Company or of a director, officer, or Employee who is a
                  fiduciary is allocated to any other person or if a person is
                  designated to carry out any responsibility in accordance with
                  the provisions of the Plan or trust agreement, then such
                  fiduciary shall not be responsible for any act or omission of
                  such person in carrying out such responsibility.

         (c)      Delegation of Fiduciary Duties

                  The Company may delegate to any person, entity, committee,
                  board, department, office, or identifiable part of any legal
                  entity any one or more powers, functions, duties or
                  responsibilities with respect to the Plan or the Trust Fund,
                  provided that no such power, function, duty or responsibility
                  which is assigned to a fiduciary

                                      -44-


                  (other than the Company) pursuant to some other Section of the
                  Plan or the trust agreement shall be so delegated without the
                  written consent of such fiduciary.

                  Any delegation pursuant to the preceding provisions: (1) shall
                  be signed by the Company and be delivered to and accepted in
                  writing by the delegate, (2) shall contain such provisions and
                  conditions relating to such delegation as the Company deems
                  appropriate, (3) may be amended from time to time by written
                  agreement signed on behalf of the Company and the delegate and
                  (4) may be revoked (in whole or in part) at any time by
                  written notice from the Company delivered to the delegate or
                  from the delegate to the Company.

                                      -45-


         (d)      Personal Liability of Non-Fiduciaries

                  Except for gross neglect or malfeasance, no non-fiduciary
                  officers, directors or Employees of the Company shall be
                  personally liable for acts done hereunder or related hereto,
                  or for the making, retention or sale of any contract or
                  contracts made as herein provided, or for the failure to
                  invest or reinvest any funds or for any loss to or diminution
                  of the Trust Fund, nor shall any of them be personally liable
                  for or answerable to any Participant or any other person in
                  connection with any exercise of discretion under the terms of
                  this instrument relating to the payment or non-payment of
                  benefits.

         (e)      Defense of Fiduciaries and Non-Fiduciaries

                  The Company shall, at its expense, defend or provide for the
                  defense of any or all fiduciary or non-fiduciary officers,
                  directors or employees of the Company against any such claims,
                  allegations, suits, or charges relating to or incidental to
                  the above matter, and shall continue to do so in any given
                  cases, unless and until it shall clearly appear that gross
                  neglect or malfeasance is involved in any such particular
                  case.

         (f)      Claims for Benefits

                  Claims for benefits from this Plan shall be submitted to the
                  designated representative of the Committee on such forms as
                  may be designated by the Committee.

         (g)      Appeals Procedure

                  Upon the denial of any form of benefit, either partial or
                  total, the Participant or Designated Beneficiary shall have
                  the right to receive from the Committee a written notice
                  stating:

                  (1)      The specific reason for denial,

                  (2)      The pertinent Section of the Plan on which the denial
                           was based,

                  (3)      Other information the Committee may feel necessary to
                           explain the denial, and

                  (4)      An explanation of the claims review procedure.

                  The Participant, Designated Beneficiary or a duly authorized
                  representative, may, within ninety (90) days of such denial,
                  file with the Plan Administrator an appeal for review of
                  denial of benefits. In considering any appeal pursuant to this
                  Section 3(g), the Plan Administrator shall have the same
                  powers to interpret the Plan and make factual findings with
                  respect thereto as are granted to the Committee under Section
                  2 hereof. The Participant, Designated Beneficiary or duly
                  authorized representative shall have the right to examine all
                  pertinent

                                      -46-


                  documents relating to the original denial within sixty (60)
                  days of the filing date of such appeal, the Committee shall
                  review such appeal and provide the Participant a decision as
                  to denial or approval. Such decision shall be in writing and
                  shall cover all pertinent facts considered in making the
                  decision.

SECTION 4. ACTION BY THE COMPANY

Any action by the Company under this Plan shall be made pursuant to
authorization of its Board of Directors.

SECTION 5. DELEGATION OF TRUSTEE'S FUNCTIONS

The Trustee and the Committee may, by agreement in writing, arrange for the
delegation by the Trustee to the Company of any of the functions of the Trustee,
except the custody and distribution of assets, the voting of Common Stock held
by the Trustee, and the purchase and sale or redemption of securities.

SECTION 6. DUTIES OF THE TRUSTEE

The Trustee shall keep accurate and detailed accounts of all investments,
receipts and disbursements and other transactions.

The Trustee shall annually, following the close of each Plan Year, revalue and
adjust each Participant's Account at its current market value at the end of the
Plan Year.

The Trustee shall furnish at least annually to each Participant a statement
showing the status of his/her Account under the Plan. This statement shall be
deemed to have been accepted as correct unless written notice to the contrary is
received by the Trustee within thirty (30) days after its mailing or delivery
(if distribution is other than by mail) to a Participant.

SECTION 7. ACCOUNTS OF THE TRUSTEE

The annual financial statement of the Plan shall be audited annually by auditors
selected by the Company.

SECTION 8. RECORDS

The records of the Trustee, Committee and the Company shall be conclusive with
respect to all matters involved in the administration of this Plan.

SECTION 9. VOTING OF COMMON STOCK

         (a)      Each Participant shall have the right to direct the Trustee as
                  to the manner in which voting rights with respect to shares of
                  Common Stock held in the Participant's Account shall be
                  exercised.

         (b)      In order to implement the voting rights granted in this
                  Section, the Company shall furnish to the Trustee such
                  information as will be distributed to shareholders of

                                      -47-


                  the Company in connection with each such vote and a form for
                  the use by Participants in directing the Trustee as to the
                  manner in which voting rights shall be exercised (the
                  "Documents"), in quantities approximately equal to the number
                  of Participants holding shares of Common Stock in Accounts at
                  the time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each
                  Participant the Documents as soon as practicable following the
                  furnishing of the Documents to the Trustee. The Trustee will
                  follow the written directions of each Participant with respect
                  to the voting of the shares of Common Stock held in such
                  Participant's Account, provided that such written directions
                  are received by the Trustee by the close of business two (2)
                  days prior to the time such shares must be voted. Any such
                  written direction by a Participant to the Trustee shall be
                  effective as of the date such direction is received by the
                  Trustee. Each Participant shall be permitted to revoke or
                  change such direction, provided such revocation or change is
                  received in writing by the Trustee by the close of business
                  two (2) days prior to the time such shares of Common Stock
                  must be voted.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 9(b) of this Article, the Trustee
                  shall vote all shares of Common Stock held in such
                  Participant's Account in the same manner in which the Trustee
                  is directed by Participants, pursuant to Section 9(b) of this
                  Article, to vote the majority of the aggregate shares of
                  Common Stock held in such Participants' Accounts unless the
                  Trustee is required, by ERISA, to vote the stock in a
                  different manner.

         (d)      The right granted to each Participant pursuant to this Section
                  9 to direct the manner in which shares of Common Stock
                  allocated to such Participant's Account are voted, and the
                  provisions instructing the Trustee regarding the manner in
                  which voting rights with respect to such shares shall be
                  exercised in the absence of written directions from a
                  Participant, shall include the manner in which the rights with
                  respect to corporate action by shareholder consent is
                  exercised.

         (e)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Documents and to
                  exercise all of the rights granted to each such Participant
                  pursuant to this Section 9 in the event of the death of such
                  Participant.

SECTION 10. NOTICES

All notices, reports and statements given, made, delivered or transmitted to a
Participant shall be duly given, made, delivered or transmitted as the Committee
may deem appropriate.

All directions, notices and other communications from Participants to the
Committee shall be in such form as may be prescribed by the Committee.

Such written directions, notices and other communications shall be mailed by
first class mail or delivered to the secretary of the Committee and shall be
deemed to have been given when received by the secretary or his/her duly
authorized representative.

SECTION 11. COSTS AND EXPENSES

                                      -48-


Except as provided in Article XV Section 3 with respect to transaction expenses,
all costs and expenses incurred in the administration of the Plan shall be paid
by the Company; provided, however, that any taxes which may be imposed on the
income or the assets of the trust shall be paid out of the assets in the hands
of the Trustee and shall be charged ratably against the Accounts of the
Participants. Notwithstanding the foregoing, any taxes incurred by reason of
specific investments or transactions shall be charged against those Accounts of
the Participants which were involved in such investments or transactions on the
basis of the respective interests of such Accounts in the investments or
transactions generating such tax liability.

SECTION 12. MISCELLANEOUS

         (a)      Construction of Agreement

                  The Plan shall be governed by and construed in accordance with
                  the laws of the State of Ohio, to the extent those laws have
                  not been superseded by Federal law (which shall otherwise
                  apply).

         (b)      Participant's Rights

                  Participation in the Plan by a Participant shall in no way
                  affect any of the Company's rights as contained in the Basic
                  Labor Agreement between the Company and the Union.

         (c)      Headings

                  The headings and captions contained in this document are for
                  convenience of reference only, and are not deemed to
                  constitute a part of the Plan.

         (d)      Against Public Policy

                  Should any provision (or part of any provision) of this Plan
                  be determined by a court of competent jurisdiction to be
                  contrary to law or unenforceable as a matter of public policy,
                  such provision shall be considered severable, and this Plan
                  shall be considered not to include the provision in issue. The
                  Plan shall be construed by the Committee, by the Plan
                  Administrator, and all other persons relying on this document
                  as though such provision (or part thereof) did not exist, and
                  the Plan shall be applied and enforced in the manner
                  determined by the Plan Administrator to be most nearly
                  consistent with the deleted provision as is permissible under
                  law and public policy.

         (e)      Certain Reversions to the Company Permitted

                  Reversions of contributions to the Company will be permitted
                  to the extent provided by Section 403(c) of ERISA.

                  Any contribution made by the Company because of a mistake of
                  fact must be returned to the Company within one year of the
                  contribution.

                                      -49-


                  In the event the deduction of a contribution made by the
                  Company is disallowed under section 404 of the Code, such
                  contribution (to the extent disallowed) must be returned to
                  the Company within one year of the disallowance of the
                  deduction.

                  In the event that the Commissioner of Internal Revenue
                  determines that the plan is not initially qualified under the
                  Internal Revenue Code, any contribution made incident to that
                  initial qualification by the Company must be returned to the
                  Company within one year after the date the initial
                  qualification is denied, but only if the application for the
                  qualification is made by the time prescribed by law for filing
                  the Company's return for the taxable year in which the plan is
                  adopted, or such later date as the Secretary of the Treasury
                  may prescribe.

         (f)      Payment to Minor or Incompetent Person

                  In the event that any benefit payable under this Plan is
                  payable to or for the benefit of a minor, an incompetent
                  person, or other person incapable of receipting therefor, such
                  benefit shall be deemed paid when paid to such person's
                  guardian or to the party providing or reasonably appearing to
                  provide for the care of such person, and such payment shall
                  fully discharge the Trustee, the Plan Administrator, the
                  Company and all other parties with respect thereto.

         (g)      Forfeiture if Participant or Designated Beneficiary Cannot Be
                  Located

                  In the event that any benefit payable under this Plan to any
                  Participant or Designated Beneficiary cannot be paid because
                  the proper payee cannot be located or identified by the
                  Trustee, such benefit shall be deemed forfeited thirty-six
                  (36) months from the date on which the Trustee or Plan
                  Administrator first attempted to locate such payee, provided,
                  however, that upon presentation by such proper payee of a
                  subsequent claim for such forfeited benefit, the full amount
                  of the forfeited benefit shall be restored.

         (h)      Merger or Consolidation

                  In the event of the merger or consolidation of this Plan (or
                  any part thereof) into any other plan, or the transfer to or
                  from this Plan of any of the assets held for the benefit of
                  Participants and Designated Beneficiaries, each Participant
                  and Designated Beneficiary affected by such merger,
                  consolidation or transfer shall have an accrued benefit in the
                  surviving or transferee plan (determined as if such plan were
                  then terminated immediately after such merger, consolidation
                  or transfer) that is equal to or greater than his/her accrued
                  benefit to which he/she would have been entitled, had the Plan
                  been terminated immediately prior to the occurrence of such
                  merger, consolidation or transfer.

         (i)      Electronic Media

                  Notwithstanding any provision of the Plan to the contrary,
                  including any provision which requires the use of a written
                  instrument, to the extent permitted by applicable law, the
                  Committee may establish procedures for the use of

                                      -50-


                  electronic media in communications and transactions between
                  the Plan or the Committee and Participants and Beneficiaries.
                  Electronic media may include, but are not limited to, e-mail,
                  the Internet, intranet systems and automated telephonic
                  response systems.

         (j)      Plan Conversions

                  Notwithstanding any provision of the Plan to the contrary,
                  during any conversion period, in accordance with procedures
                  established by the Committee, the Committee may temporarily
                  suspend, in whole or in part, certain provisions of the Plan,
                  which may include, but are not limited to, a Participant's
                  right to change his contribution election, a Participant's
                  right to change his investment election and a Participant's
                  right to borrow or withdraw from his Account or obtain a
                  distribution for his Account.

SECTION 13. DESIGNATION OF TRUSTEE

In order to implement the Plan, the Company will enter into a trust agreement
with the Trustee to the end that contributions of the Participants and the
contributions of the Company shall be invested in accordance with the provisions
of this Plan and shall be held in Trust for the exclusive benefit of the
Participants or their Designated Beneficiaries.

The Company may, without further reference to or action by any Participant, from
time to time, enter into such further agreements with the Trustee or other
parties and make such amendments to said trust agreements or said further
agreements as it may be necessary or desirable to carry out the Plan, may from
time to time designate a successor Trustee or successor Trustees, or may take
such other steps to execute such other instruments as it may deem necessary or
desirable to put the Plan into effect or to carry out the provisions thereof.

SECTION 14. TENDER AND EXCHANGE OFFERS

Notwithstanding any other provision contained herein to the contrary (including,
without limitation, the provisions of ARTICLE XIII), in the event the Trustee
receives (i) any tender offer which is subject to Section 14(d)(1) of the
Securities Exchange Act of 1934, as amended from time to time, and to
regulations promulgated thereunder, or (ii) any other offer or option to buy or
exchange more than thirty (30) percent of the outstanding shares of Common
Stock, the provisions of this Section 14 of ARTICLE XIV shall apply.

         (a)      Each Participant shall have the right to direct the Trustee as
                  to whether to tender and sell or exchange pursuant to such
                  offer any whole and fractional shares of Common Stock held in
                  the Participant's Account.

         (b)      In order to implement the rights granted in this Section 14 of
                  ARTICLE XIV, the Company shall furnish to the Trustee such
                  information as may be distributed by it to shareholders of the
                  Company in connection with each such offer (the "Tender
                  Document"), in quantities approximately equal to the number of
                  Participants holding shares of Common Stock in Accounts at the
                  time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each

                                      -51-


                  Participant the Tender Documents together with all other
                  materials that the Trustee receives as a shareholder from any
                  other party with respect to such offer (the "Additional Tender
                  Documents") and a form prepared by the Trustee for the use by
                  Participants in directing the Trustee as to whether or not
                  shares of Common Stock in the Participants' Accounts shall be
                  tendered and sold or exchanged as soon as practicable
                  following the furnishing of the Tender Documents and
                  Additional Tender Documents to the Trustee. The Trustee will
                  follow the written directions of each Participant with respect
                  to the tender, and sale or exchange if the tender is accepted,
                  of the whole and fractional shares of Common Stock held in
                  such Participant's Account, provided that such written
                  directions are received by the Trustee by the close of
                  business two (2) days prior to the time such shares must be
                  tendered. Any such written direction by a Participant to the
                  Trustee shall be effective as of the date such direction is
                  received by the Trustee. Each Participant shall be permitted
                  to revoke or change such direction, provided such revocation
                  or change is received in writing by the Trustee by the close
                  of business two (2) days prior to the time such shares of
                  Common Stock must be tendered. The Trustee shall tender all
                  shares of Common Stock as to which valid and timely directions
                  to do so have been received by it and have not been
                  subsequently timely revoked prior to the expiration date of
                  the offer to which the directions relate, and, to the extent
                  the tender is accepted, the shares so tendered shall be sold
                  or exchanged as soon as practical thereafter. Each Participant
                  may direct the Trustee to withdraw any shares of Common Stock
                  in the Participant's Account which were previously tendered,
                  and the Trustee shall withdraw such shares of Common Stock
                  prior to the withdrawal date of the offer, provided such
                  direction is received in writing by the Trustee by the close
                  of business two (2) days prior to the withdrawal date of the
                  offer. Any and all directions given to the Trustee by any
                  Participant pursuant to this Section 14 of ARTICLE XIV shall
                  remain in the strict confidence of the Trustee.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 14(b) of ARTICLE XIV, the Trustee
                  shall tender, and sell or exchange in the event the tender is
                  accepted, at the times provided in Section 14(b) of ARTICLE
                  XIV, all whole and fractional shares of Common Stock held in
                  such Participant's Account only if the Trustee is directed by
                  Participant, pursuant to Section 14(b) of ARTICLE XIV, to
                  tender and sell or exchange the majority of the aggregate
                  shares of Common Stock held in such Participants' Accounts.

         (d)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Tender Documents and
                  Additional Tender Documents and to exercise all of the rights
                  granted to each such Participant pursuant to this Section 14
                  of ARTICLE XIV in the event of the death of such Participant.

         (e)      The price at which sales of the Company's Common Stock in
                  accordance with this Section 14 of ARTICLE XIV pursuant to a
                  tender or exchange offer described herein shall be credited to
                  the Participants' Accounts shall be the price paid in
                  connection with the tender or exchange offer. Shares of Common
                  Stock sold in accordance with this Section 14 of ARTICLE XIV
                  pursuant to a tender of

                                      -52-


                  exchange offer described herein shall not be considered in
                  computing weighted average price under Section 2 of ARTICLE
                  XV. The cash proceeds from the sale or exchange of any shares
                  of Common Stock tendered and sold or exchanged pursuant to
                  this Section 14 of ARTICLE XIV shall be invested in accordance
                  with the terms of the Plan. If, as a result of a tender and
                  sale or exchange, the Trustee receives securities or other
                  property, such securities or property shall be held or
                  reinvested in accordance with the terms of the Plan. Any
                  shares of Common Stock tendered or offered but not purchased
                  or exchanged shall be held or reinvested by the Trustee in the
                  trust created under this Plan in accordance with the terms of
                  the Plan.

         (f)      Transactions in the Company's Common Stock pursuant to a
                  tender or exchange offer in accordance with this Section 14 of
                  ARTICLE XIV need not be made through the facilities of the New
                  York Stock Exchange.

         (g)      The Account of each Participant for whom the Trustee has sold
                  or exchanged shares of Common Stock in connection with any
                  tender offer or exchange offer described in this Section 14 of
                  ARTICLE XIV shall be charged with a pro rata share of all
                  expenses incurred by the Trustee in all sales or exchanges
                  pursuant to such offer.

                                      -53-


                                   ARTICLE XV
                       SECURITIES TRANSACTIONS BY TRUSTEE

SECTION 1. TRANSACTION PERIOD

For convenience in administration, the Committee and the Trustee shall establish
a period for (a) the purchase and sale of Mutual Fund shares or the Company's
Common Stock or (b) the deposit and withdrawal of Cash With Interest, which
shall be known as a Transaction Period. The Transaction Period shall commence at
4:00 p.m. Eastern Time on a day when both the Trustee and the New York Stock
Exchange are open for business and shall end at 4:00 p.m. Eastern Time on the
next succeeding day when both the Trustee and the New York Stock Exchange are
open for business. All purchases and sales of the Company's Common Stock or
Mutual Fund shares or the deposit and withdrawal of Cash With Interest made by
the Trustee during the Transaction Period shall be in accordance with the
instructions and directions of the Participants (or of the Company as to
purchases of the Company's Common Stock with amounts to be credited to a
Participant's Account from Company Contributions attributable to Participant's
Contributions) which are received during a Transaction Period. The Trustee shall
not be required to respond to any subsequent instruction or direction received
during any Transaction Period until the next succeeding Transaction Period.

SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS

The transaction price for purchases and sales of Company's Common Stock shall be
determined based upon the closing price of the Company's Common Stock on the New
York Stock Exchange on a day when both the Trustee and the New York Stock
Exchange are open for business, times the total number of shares of the
Company's Common Stock in the Common Stock pooled account, plus uninvested cash
and accrued income, divided by the number of shares in the Common Stock pooled
account.

The transaction price for purchases and sales in each of the Mutual Funds shall
be determined based upon the closing price of each such Mutual Funds on a day
when both the Trustee and the New York Stock Exchange are open for business,
times the total number of shares in each such Mutual Funds pooled account, plus
uninvested cash and accrued income; divided by the total number of shares of
each such Mutual Funds pooled account.

Purchases and sales of the Cash With Interest Investment Option shall be charged
or credited on the basis of actual purchase and sale prices for the particular
transaction.

SECTION 3. ALLOCATING TRANSACTION EXPENSE

Each Participant for whom the Trustee has sold and/or purchased shares in one or
more of the Investment Options available in the Plan pursuant to the
Participant's specific investment directions shall be charged for the expenses
incurred by the Plan in the exercise of the Participant's specific investment
option direction.

SECTION 4. REGISTRATION OF SECURITIES

Securities held by the Trustee may be registered in the name of the Trustee or
its nominee.

                                      -54-


SECTION 5. MISCELLANEOUS

The Trustee shall invest in the Company's Common Stock Investment Option, the
Cash With Interest Investment Option, or Mutual Fund Investment Option as
promptly as practicable after the receipt of Employee contributions.
Contributions temporarily held for investment in one of the Investment Options
shall be invested by the Trustee in a short term fund approved by the Committee.
All Transactions in the Company's Common Stock shall be made through the
facilities of the New York Stock Exchange except for the purchase of stock from
the Company as provided in Section 4 of Article V.

                                      -55-


                                  ARTICLE XVI
                                  ASSIGNABILITY

It is a condition of the Plan, and all rights of each Participant shall be
subject thereto, that, except as provided in a qualified domestic relations
order as defined in Section 414(p) of the Code, no right or interest of any
Participant in the Plan or in the Account shall be assignable or transferable in
whole or in part, either directly or by operation of law or otherwise,
including, but not by the way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, but excluding the
consequence of death, or mental incompetency, and no right of interest of any
Participant of the Plan or in the Account shall be liable for, or subject to,
any obligation or liability of such Participant. Notwithstanding any provision
of the Plan to the contrary, effective for judgments, orders, decrees or
settlements issued on or after August 5, 1997, the Plan shall honor a judgment,
order, decree or settlement providing for the offset of all or a part of a
Participant's benefit under the Plan, to the extent permitted under Code Section
401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii)
relating to the protection of the Participant's spouse (if any) are satisfied.

                                      -56-


                                  ARTICLE XVII
         AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN

SECTION 1. AMENDMENT

Subject to Section 2 of this Article XVII, the Company may at any time and from
time to time, amend the Plan if in the opinion of the Company such amendment is
necessary to enable the Plan to meet the requirements of the Code (including the
regulations and rulings issued thereunder) or the requirements of any
governmental authority.

SECTION 2. LIMITATION ON AMENDMENT

The Company shall make no amendment to the Plan which shall result in the
forfeiture or reduction of the interest of any Employee, Participant, former
Participant or person claiming under or through any one or more of them pursuant
to the Plan, except that nothing herein contained shall restrict the right to
amend the provisions hereof relating to the administration of the Plan.
Moreover, no such amendment shall be made hereunder which shall permit any part
of Participants' contributions to revert to any Company or be used or be
diverted to purposes other than the exclusive benefit of Employees,
Participants, former Participants, and beneficiaries.

SECTION 3. TERMINATION

This Plan shall continue in effect until and including the 26th day of July,
2002. Thereafter it shall renew itself for yearly periods unless written notice
is given by either party to the other not less than sixty (60) days, but not
more than seventy-five (75) days, prior to the expiration date or any extension
thereof, that it is desired to terminate or amend the Plan. In the event such
notice is given, the parties shall begin negotiations not less than forty-two
(42) days prior to the termination date, unless otherwise mutually agreed to. If
negotiations are not completed prior to the expiration date, this Plan shall
terminate unless extended by mutual agreement of the parties. Upon termination,
this Plan shall terminate in all respects, except that no distributions shall be
made from the Plan until ninety (90) days following such termination, and any
distributions made upon termination of the Plan shall be subject to the terms of
Article XI Section 3. Except as herein otherwise provided, no provision of this
Plan shall be subject to change prior to the expiration date as determined
above.

Upon any termination or partial termination of the Plan, the rights of each
Participant to the assets then held in his/her Account under the Plan shall be
non-forfeitable.

                                      -57-


                                  ARTICLE XVIII
                                  ESOP FEATURE

SECTION 1. ESTABLISHMENT OF ESOP

         (a)      The provisions of this Article XVIII shall become effective
                  January 1, 2002.

         (b)      The Plan shall consist of two components, the ESOP Feature and
                  the Non-ESOP Feature. The ESOP Feature shall consist of the
                  ESOP Account. The ESOP Feature is intended to qualify as a
                  stock bonus plan under Code Section 401(a) and as an employee
                  stock ownership plan under Code Section 4975(e)(7). The ESOP
                  Feature is designed to invest primarily in "qualifying
                  employer securities," as defined in Code Sections 4975(e)(8)
                  and 409(l) and ERISA Section 407(d)(5). The ESOP Feature is
                  described in this Article XVIII. The provisions of this
                  Article XVIII shall supercede any contrary provisions of the
                  Plan.

SECTION 2. ESOP ACCOUNT

         (a)      The Committee shall establish an ESOP Account in the name of
                  each Participant and shall thereafter maintain a record
                  thereof.

         (b)      The ESOP Account of each Participant shall be credited and
                  debited periodically during each Plan Year in which the ESOP
                  is maintained with any additions or reductions in the number
                  of shares of Common Stock held for such Participant in the
                  Plan due to the reallocation of the investment of the
                  Participant's Non-ESOP Account and ESOP Account, and with any
                  stock and cash dividends paid on Common Stock attributable to
                  units of the Common Stock fund.

         (c)      In the event that a Participant elects a partial liquidation
                  of the investment of his Account in Common Stock pursuant to
                  Section 5 of Article V, Common Stock shall be liquidated
                  pro-rata from the Participant's Non-ESOP Account and ESOP
                  Account.

SECTION 3. ESOP CONTRIBUTIONS

The Company, in its discretion, may make ESOP Contributions from time to time in
such amounts as are determined by the Company. All ESOP Contributions shall be
made in Common Stock. ESOP Contributions for a Plan Year shall be allocated
among active Participants for the Plan Year. The amount allocated to each active
Participant shall be determined by multiplying each active Participant's
Compensation for such Plan Year by a fraction, the numerator of which is the
ESOP Contribution for such Plan Year, and the denominator of which is the total
Compensation of all active Participants for such Plan Year. ESOP Contributions
shall be treated as Company Contributions for purposes of distributions and
withdrawals from the Plan. The ESOP Contribution subaccount of a Participant
shall be invested in Common Stock, subject to the diversification rules provided
in Section 4 of this Article.

SECTION 4. DIVERSIFICATION OF INVESTMENT

                                      -58-


Participants who are at least age 55 may diversify the investment of amounts,
including amounts not Vested, held in their ESOP Accounts by transferring
amounts out of the Common Stock fund to one of the other Investment Options in
accordance with the provisions of Section 5 of Article V. Any transfer of such
amounts out of the Common Stock fund to another Investment Option shall be
deemed to be a transfer from the ESOP Feature to the Non-ESOP Feature.

SECTION 5. PUT OPTION

         (a)      If shares of Common Stock distributable to a Participant or
                  his Beneficiary are at the time of the distribution not
                  readily tradable on an established market, the Participant or
                  Beneficiary will have an option (the "Put") to require the
                  Company to purchase all of the shares actually distributed to
                  him. The Put may be exercised at any time during the Option
                  Period (as defined below) by giving the Company written notice
                  of the election to exercise the Put. The Put may be exercised
                  by a former Participant or the Beneficiary only during the
                  Option Period in which the former Participant or Beneficiary
                  receives a distribution of shares of Common Stock.

         (b)      The "Option Period" is the 60-day period following the day on
                  which a Participant or his Beneficiary receives a
                  distribution. If the former Participant or Beneficiary does
                  not exercise the Put during that 60-day period, the Option
                  Period will also be the 60-day period beginning after the new
                  determination of the fair market value of Common Stock by the
                  Committee (and notice to the Participant) in the following
                  Plan Year. The Option Period will be extended by the amount of
                  time during which the Company is unable to honor the Put by
                  reason of applicable federal or state law.

         (c)      The "Option Price" will be the fair market value of each share
                  of Common Stock as of the valuation date immediately preceding
                  the date the Put is exercised, multiplied by the number of
                  shares to be sold under the Put, with appropriate adjustments
                  to reflect intervening stock dividends, stock splits, stock
                  redemptions, or similar changes to the number of outstanding
                  shares.

         (d)      The terms of payment for the sale of Common Stock pursuant to
                  the Put shall be as provided in the Put and may be either paid
                  in a lump sum or in installments as provided by the Committee.
                  An agreement to pay through installments shall be permissible
                  only if the Common Stock subject to the put option is part of
                  a 'total distribution', as defined in Code Section 409(h)(5),
                  and--

                           (i)      the agreement is adequately secured, as
                                    determined by the Committee,

                           (ii)     a reasonable rate of interest is charged, as
                                    determined by the Committee,

                           (iii)    annual payments are equal,

                                      -59-


                           (iv)     installment payments must begin not later
                                    than 30 days after the date the Put option
                                    is exercised, and

                           (v)      the term of the payment does not extend
                                    beyond five years from the date the Put
                                    option is exercised.

         (e)      The Put will not be assignable, except that the former
                  Participant's donees or, in the event of a Participant's
                  death, his personal representative, will be entitled to
                  exercise the Put during the Option Period for which it is
                  applicable.

         (f)      The Trustee in its discretion may, with the Company's consent,
                  assume the Company's obligation under this Section at the time
                  a former Participant or Beneficiary exercises the Put. If the
                  Trustee does assume the Company's obligations, the provisions
                  of this Section that apply to the Company will also apply to
                  the Trustee.

         (g)      The Put will also apply to shares of Common Stock that are
                  publicly traded without restriction when distributed but which
                  cease to be publicly traded or which become subject to a
                  trading limitation during the Option Period. In that event,
                  the Committee will notify in writing each former Participant
                  or Beneficiary to whom the Put becomes applicable that the
                  shares of Common Stock held by the former Participant or
                  Beneficiary are subject to the Put for the remainder of the
                  applicable Option Period and will inform the Participant or
                  Beneficiary of the terms of the Put. If the written notice is
                  given later than ten days after the shares of Common Stock
                  cease to be publicly traded or become subject to a trading
                  limitation, the period during which the Put may be exercised
                  will be extended by the number of days between the tenth day
                  and the date the notice is actually given.

         (h)      The Committee will notify each former Participant or
                  Beneficiary who is eligible to exercise the Put of the fair
                  market value of each share of Common Stock as soon as
                  practicable following its determination. The Committee and the
                  Company will send all notices required under this Subsection
                  to the last known address of a former Participant or
                  Beneficiary, and it will be the duty of those persons to
                  inform the Committee of any changes in address.

SECTION 6. PAYMENT OF DIVIDENDS

         (a)      The Committee, in its sole discretion, may provide that any
                  dividends paid in cash during the Plan Year on shares of
                  Common Stock in which Participants' ESOP Accounts are invested
                  shall be (i) paid in cash directly to the Participant, (ii)
                  paid to the Plan and subsequently distributed to the
                  Participant in cash no later than 90 days after the close of
                  the Plan Year in which the dividends are paid to the Plan, or
                  (iii) at the election of the Participant, either (A) paid to
                  the Participant as provided in Clause (i) or (ii) (as
                  determined by the Committee) or (B) paid to the Participant's
                  ESOP Account to be reinvested in the Common Stock. Such
                  dividends shall be paid in accordance with procedures
                  established by the Committee.

                                      -60-


         (b)      If an election pursuant to Paragraph (a)(iii) is provided by
                  the Committee, each Participant may make the election, in the
                  manner and at the time specified by the Committee, with
                  respect to dividends received on shares of Common Stock
                  comprising the portion of the Common Stock fund allocated to
                  the Participant's ESOP Account. If an election pursuant to
                  Paragraph (a)(iii) is provided by the Committee and a
                  Participant does not make such an election, such dividends
                  shall be paid to the Participant's ESOP Account to be
                  reinvested in Common Stock.

         (c)      The Beneficiary of a deceased participant shall have the same
                  rights as a Participant has under this Section 6.

         (d)      The provisions of this Section 6 are intended to comply with
                  Section 404(k) of the Code, and shall be interpreted and
                  construed accordingly.

SECTION 7. INDEPENDENT APPRAISER

Common Stock held in Participants' ESOP Accounts shall be valued as of each
valuation date, or at the discretion of the Committee, more frequently. All
valuations of Common Stock held in Participants' ESOP Accounts which is not
readily tradable on an established securities market shall be made by an
independent appraiser meeting requirements similar to those contained in
Treasury Regulations under Code Section 170(a)(1).

SECTION 8. SHARE LEGEND

Shares of Common Stock in the ESOP Feature held or distributed by the Trustee
may include such legend restrictions on transferability as the Company may
reasonably require in order to assure compliance with applicable federal and
state securities laws.

                                      -61-


IN WITNESS WHEREOF, Cooper Tire & Rubber Company has caused this Restated Plan
to be executed and adopted this 26th day of February, 2002.

                                              COOPER TIRE & RUBBER COMPANY

                                              By:/s/ Stephen O. Schroeder
                                                 -------------------------------
                                              Treasurer

                                              By:/s/ Richard N. Jacobson
                                                 -------------------------------
                                              Assistant Secretary

                                      -62-


                                 AMENDMENT NO. 1
                       TO THE COOPER TIRE & RUBBER COMPANY
                       PRE-TAX SAVINGS PLAN - (CLARKSDALE)
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)

                  Cooper Tire & Rubber Company hereby adopts this Amendment No.
1 to the Cooper Tire and Rubber Company Pre-Tax Savings Plan - (Clarksdale) (as
amended and restated effective as of January 1, 2001) (the "Plan"), effective as
of the dates specified herein.

                                    SECTION 1

                  Effective January 1, 2001, Article I of the Plan is hereby
amended by inserting the following new Section (4.1) immediately after Section
(4) where it occurs therein:

                  "(4.1) 'Administrator' or 'Plan Administrator' - Cooper Tire &
                         Rubber Company or its delegate."

                                   SECTION 2

                  Effective July 26, 2002, the first two sentences of Section 2
of Article VI of the Plan are hereby amended in their entirety to read as
follows:

                  "Company Contributions and ESOP Contributions, if any, shall
                  become Vested to the Participant on the date such Participant
                  completes three (3) years of Continuous Credited Service
                  (Article II, Section 2). For Participants with three (3) or
                  more years of Continuous Credited Service, Company
                  Contributions and ESOP Contributions will become Vested
                  immediately upon being placed in his/her Account."

                                    SECTION 3

                  Effective January 1, 2002, Section 3 of Article VI of the Plan
is hereby amended in its entirety to read as follows:

                  "A Participant who has restored previously forfeited ESOP
                  Contributions or Company Contributions (as described in
                  Section 7 of Article XI) shall have these restored ESOP
                  Contributions and Company Contributions vest in accordance
                  with Section 2 of this Article VI."

                  EXECUTED this 3rd day of October 2002.

                                              COOPER TIRE & RUBBER COMPANY

                                              By:/s/ Stephen O. Schroeder
                                                 -------------------------------
                                              Treasurer

                                              By:/s/ Charles F. Nagy
                                                 -------------------------------
                                              Assistant Treasurer

                                      -63-


                             AMENDMENT NO. 2 TO THE
                          COOPER TIRE & RUBBER COMPANY
                        PRE-TAX SAVINGS PLAN (CLARKSDALE)
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)

                  The Cooper Tire & Rubber Company (the "Company") hereby adopts
this Amendment No. 2 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Clarksdale) (As Amended and Restated Effective as of January 1, 2001) (the
"Plan"). The provisions of this Amendment shall be effective as of January 1,
2002, unless otherwise indicated. Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.

                  One of the purposes of this Amendment is to reflect the
adoption of various provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to
satisfy the "good faith" compliance requirements of EGTRRA and to be construed
in accordance with EGTRRA and guidance issued thereunder.

                                    SECTION 1

                  Section (12) of Article I of the Plan is hereby amended in its
entirety to read as follows:

                  "(12) 'Compensation' - includes all payments of wages, bonus,
                  Company Wage Reduction Contributions to this Plan and any
                  taxable payments paid to the Participant in a calendar year,
                  except that there shall be excluded from Compensation:
                  supplemental unemployment benefits, supplemental worker's
                  compensation, accident and sickness benefits, and other
                  amounts which either are excludable or deductible from income
                  in whole or in part for federal income tax purposes or which
                  represent payments pursuant to a program of benefits or
                  deferred compensation (other than Company Wage Reduction
                  Contributions), whether or not qualified under the Code.

                  Notwithstanding the above, the maximum amount of compensation
                  taken into account each year for all computations shall not
                  exceed the amount prescribed pursuant to Section 401(a)(17) of
                  the Code, as amended, or such amount as the Secretary of the
                  Treasury shall prescribe from time to time."

                                    SECTION 2

                  Section (35) of Article I of the Plan is hereby amended in its
entirety to read as follows:

                  "(35) 'Pre-Tax Savings Plan Contributions' - the contributions
                  provided for under Sections 1 and 10 of Article III. Pre-Tax
                  Savings Plan Contributions are also sometimes referred to as a
                  'Company Wage Reduction Contribution'."

                                      -64-


                                    SECTION 3

                  Section 1(a)(ii) of Article III of the Plan is hereby amended
in it entirety to read as follows:

                  "(ii) the dollar limitation contained in Section 402(g) of the
                  Code in effect for such taxable year."

                                    SECTION 4

                  Section 1(a) of Article III of the Plan is hereby amended by
inserting the following sentence immediately after the first sentence thereof:

                  "The foregoing limits shall not apply to the Catch-Up Pre-Tax
                  Savings Plan Contributions of Section 10 of Article III."

                                    SECTION 5

                  Article III of the Plan is hereby amended by adding the
following new Section 10 to the end thereof:

                  "Section 10 Catch-Up Pre-Tax Savings Plan Contributions

                           Effective January 1, 2003, all Participants who have
                  elected to make Pre-Tax Savings Plan Contributions to this
                  Plan and who have attained age 50 before the end of a
                  particular Plan Year shall be eligible to make catch-up
                  contributions (the "Catch-Up Pre-Tax Savings Plan
                  Contributions") in accordance with, and subject to the
                  limitations of, section 414(v) of the Code; provided, however,
                  that Catch-Up Pre-Tax Savings Plan Contributions shall not be
                  eligible for Matching Contributions under Section 1 of Article
                  IV of the Plan, and provided further that Catch-Up Pre-Tax
                  Savings Plan Contributions shall not be taken into account for
                  purposes of the provisions of the Plan implementing the
                  required limitations of Sections 401(a)(30) and 415(c) of the
                  Code (i.e., Section 1(a) of Article III and Section 1(a) of
                  Article XII of the Plan, respectively). In addition,
                  notwithstanding any provision of the Plan to the contrary, the
                  Plan shall not be treated as failing to satisfy the
                  requirements of Sections 401(k)(3), 401(k)(11), 410(b), or 416
                  of the Code, as applicable, by reason of the making any such
                  Catch-Up Pre-Tax Savings Plan Contributions."

                                    SECTION 6

                  Section 1 of Article IV of the Plan is hereby amended by (i)
deleting the fifth paragraph therein, (ii) deleting the word "either" and the
phrase "or multiple use rules" in the sixth paragraph where they occur therein,
and (iii) inserting the following sentence at the end of the third paragraph:

                                      -65-


                  "In addition, no Company Contributions shall be made with
                  respect to any Catch-Up Pre-Tax Savings Plan Contributions."

                                    SECTION 7

                  Section 1(a) of Article IX of the Plan is hereby amended in
its entirety to read as follows:

                  "the Participant's retirement, death, Total and Permanent
                  Disability, or severance from employment;"

                                    SECTION 8

                  Section 1 of Article IX of the Plan is hereby amended by (i)
deleting subsections (d) and (e) and (ii) renumbering subsection (f) as
subsection (d).

                                    SECTION 9

                  The last paragraph of Section 2 of Article IX of the Plan is
hereby amended in its entirety to read as follows:

                           "Employees who make a hardship withdrawal may not
                  make elective deferrals and employee after-tax contributions
                  under this Plan and all other plans of the Company for 6
                  months after receipt of the distribution."

                                   SECTION 10

                  Section 6(d)(1)(i) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

                  "(i) 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 any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code, any distribution that is one of
                  a series of substantially equal periodic payments (paid not
                  less frequently than annually) over the life (or life
                  expectancy) of the distributee or the joint lives (or life
                  expectancies) of the distributee and a designated beneficiary
                  or for a specified period of ten years or more, 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), such other
                  amounts specified in Treasury regulations and rulings, notices
                  or announcements issued under Section 402(c) of the Code, and
                  any distribution which is made upon hardship of the
                  distributee. Notwithstanding the foregoing, a portion of a
                  distribution shall not fail to be an Eligible Rollover
                  Distribution merely because the portion consists of after-tax
                  employee contributions which are not includible in gross
                  income. However, such portion

                                      -66-


                  may be transferred only to an individual retirement account or
                  annuity described in Section 408(a) or (b) of the Code, or to
                  a qualified defined contribution plan described in Sections
                  401(a) or 403(a) of the Code that agrees to separately account
                  for amounts so transferred, including separately accounting
                  for the portion of such distribution which is includible in
                  gross income and the portion of such distribution which is not
                  so includible."

                                   SECTION 11

                  Section 6(d)(1)(ii) of Article XI of the Plan is hereby
amended in its entirety to read as follows:

                  "(ii) 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, a qualified trust described in
                  Section 401(a) of the Code, an annuity contract described in
                  Section 403(b) of the Code, or an eligible plan under Section
                  457(b) of the Code which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state or political subdivision of a state that accepts the
                  Distributee's Eligible Rollover Distribution."

                                   SECTION 12

                  The first two sentences of Section 1(a) of Article XII of the
Plan are hereby amended in their entirety to read as follows:

                  "(a)     Maximum Annual Addition: Except to the extent
                  permitted under Section 10 of Article III of the Plan and Code
                  Section 414(v), the "annual addition" to a Participant's
                  Account shall not exceed the lesser of (i) $40,000, as
                  adjusted for increases in the cost-of-living under Section
                  415(d) of the Code or (ii) 100% of the Participant's
                  Compensation (as defined in paragraph (d) below) for that Plan
                  Year. The Compensation limit referred to in (ii) shall not
                  apply to any contribution for medical benefits after
                  separation from service (within the meaning of Section 401(h)
                  or Section 419A(f)(2) of the Code) which is otherwise treated
                  as an annual addition."

                                   SECTION 13

                  Section 3(f) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(f)     Claims for Benefits (other than disability benefits)

                           Any Participant or Designated Beneficiary who
                           believes that he or she is entitled to receive a
                           benefit under the Plan which he or she has not

                                      -67-


                           received may file with the designated representative
                           of the Committee, on such forms as may be designated
                           by the Committee, a written claim specifying the
                           basis for his or her claim and the facts upon which
                           he or she relies in making such claim. Such a claim
                           must be signed by the claimant or his or her
                           authorized representative and shall be deemed filed
                           when delivered to the designated representative of
                           the Committee.

                           Unless such claim is allowed in full by the
                           Committee, the Committee shall (within 90 days after
                           such claim was filed, plus an additional period of 90
                           days if required for processing and if notice of the
                           90-day extension of time indicating the specific
                           circumstances requiring the extension and the date by
                           which a decision shall be rendered is given to the
                           claimant within the first 90-day period) cause
                           written notice to be mailed to the claimant of the
                           total or partial denial of such claim. Such notice
                           shall be written in a manner calculated to be
                           understood by the claimant and shall state

                           (1)      the specific reason(s) for the denial of the
                                    claim,

                           (2)      specific reference(s) to pertinent
                                    provisions of the Plan and/or Trust Fund on
                                    which the denial of the claim was 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 review procedure
                                    specified in Section 3(g) of this Article
                                    XIV."

                                      -68-


                                   SECTION 14

                  Section 3(g) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(g)     Appeals Procedure

                           Within 90 days after the denial of his or her claim,
                           the claimant may appeal such denial by filing with
                           the Plan Administrator his or her written request for
                           a review of the claim. Such request for review must
                           be signed by the claimant or his or her authorized
                           representative and shall be deemed filed when
                           delivered to the Plan Administrator or its designee.
                           If the claimant does not file a request for review of
                           his or her claim within such 90-day period, the
                           claimant shall be conclusively presumed to have
                           accepted as final and binding the initial decision of
                           the Plan Administrator on his or her claim. In
                           considering any appeal pursuant to this Section 3(g),
                           the Plan Administrator shall have the same powers to
                           interpret the Plan and make factual findings with
                           respect thereto as are granted to the Committee under
                           Section 2 hereof.

                           If such an appeal is so filed within such 90-day
                           period then the Plan Administrator, or a named
                           fiduciary designated by the Administrator, shall
                           conduct a full and fair review of such claim. During
                           such full review, the claimant shall be provided with
                           the opportunity to submit written comments,
                           documents, records, and other information relating to
                           the claim for benefits, and with reasonable access to
                           and copies of, upon request and free of charge, all
                           documents, records, and other information relevant to
                           the claimant's claim for benefits. In addition, such
                           full and fair review shall take into account all
                           comments, documents, records, and other information
                           submitted by the claimant relating to the claim,
                           without regard to whether such information was
                           submitted or considered in the initial benefit
                           determination.

                           After the completion of such full review, the
                           reviewer shall mail or deliver to the claimant a
                           written decision on the matter based on the facts and
                           pertinent provisions of the Plan and/or Trust Fund
                           and/or applicable law. Such decision shall be mailed
                           or delivered to the claimant within a period of 60
                           days after the Administrator's receipt of the request
                           for review unless special circumstances require an
                           extension of time, in which case such decision shall
                           be rendered not later than 120 days after receipt of
                           such request. (If an extension of time for review is
                           required, written notice of the extension shall be
                           furnished to the claimant prior to the commencement
                           of the extension.) Such decision (1) shall be written
                           in a manner calculated to be understood by the
                           claimant, (2) shall state the specific reason(s) for
                           the decision, (3) shall make specific reference(s) to
                           pertinent provisions of the Plan and/or Trust Fund on
                           which the decision is

                                      -69-


                           based and (4) shall, to the extent permitted by
                           applicable law, be final and binding on all
                           interested persons. The notice of the adverse
                           determination shall also include a statement that the
                           claimant is entitled to receive, upon request, and
                           free of charge, reasonable access to, and copies of,
                           all documents, records, and other information
                           relevant to the claimant's claim for benefits, and
                           contain a statement describing any voluntary appeal
                           procedures offered by the Plan and the claimant's
                           right to obtain information about such procedures and
                           a statement of the claimant's right to bring an
                           action under Section 502(a) of ERISA."

                                   SECTION 15

                  Section 3 of Article XIV of the Plan is hereby amended by
adding a new subsection (h) to the end thereof, immediately following subsection
(g), to read as follows:

                           "(h)     Claims for Benefits Upon Total and Permanent
                                    Disability:

                                    (1) Notwithstanding the foregoing provisions
                           of this Article, in the case of a claim for benefits
                           upon Total and Permanent Disability, unless such
                           claim is allowed in full by the Committee, the
                           Committee shall (within a reasonable period of time,
                           but not later than 45 days, unless such period is
                           extended as provided in Section 3(h)(2), below, after
                           receipt of the claim) cause written notice to be
                           mailed or delivered to the claimant of the total or
                           partial denial if his claim. Such notice shall be
                           written in a manner calculated to be understood by
                           the claimant and shall include

                                    (i)      the specific reason(s) for the
                                             denial of the claim,

                                    (ii)     specific reference(s) to the
                                             provisions of the Plan and/or Trust
                                             Fund on which the denial of the
                                             claim was based,

                                    (iii)    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,

                                      -70-


                                    (iv)     an explanation of the review
                                             procedures specified in Section
                                             3(h)(3) of this Article XIV and the
                                             time limits applicable to such
                                             procedures, and

                                    (v)      a specific reference to the
                                             internal rule, guideline, protocol
                                             or other similar criterion, if any,
                                             that was relied upon in making the
                                             adverse determination or a
                                             statement that such rule,
                                             guideline, protocol, or other
                                             similar criterion, if any, was
                                             relied upon in making the adverse
                                             determination and that a copy of
                                             such rule, guideline, protocol, or
                                             other similar criterion will be
                                             provided free of charge to the
                                             claimant upon request.

                           (2) The 45-day period set forth in Section 3(h)(1),
                           above, may be extended by the Committee for up to 30
                           days, provided that the Committee determines that
                           such an extension is necessary due to matters beyond
                           the control of the Committee and notifies the
                           claimant, prior to the expiration of the initial
                           45-day period, of the circumstances requiring the
                           extension of time and the date by which the Committee
                           expects to render a decision. Additionally, if, prior
                           to the end of the first 30-day extension period, the
                           Committee determines that, due to matters beyond the
                           control of the Committee, a decision cannot be
                           rendered within that extension period, the period for
                           making the determination may be extended for up to an
                           additional 30 days, provided that the Committee
                           notifies the claimant, prior to the expiration of the
                           first 30-day extension period, of the circumstances
                           requiring the extension and the date as of which the
                           Committee expects to render a decision. In the event
                           of any extension under this Section 3(h)(2), the
                           notice of extension shall specifically explain the
                           standards on which entitlement to a benefit is based,
                           the unresolved issues that prevent a decision on the
                           claim, and the additional information needed to
                           resolve the issues. The claimant shall be afforded at
                           least 45 days within which to provide the specified
                           information. Additionally, in the event that a period
                           of time is extended due to a claimant's failure to
                           submit information necessary to decide a claim, the
                           period for making the benefit determination shall be
                           tolled from the date on which the notification of the
                           extension is sent to the claimant until the date on
                           which the claimant responds to the request for
                           additional information.

                           (3) Within 180 days after receipt of a notification
                           of a denial of a claim, the claimant or his duly
                           authorized representative may appeal such denial

                                      -71-


                           by filing with the Committee his written request for
                           a review of his claim. If such an appeal is so filed
                           within 180 days, a Named Fiduciary designated by the
                           Committee shall conduct a full and fair review of
                           such claim. During such full and fair review, the
                           claimant shall be provided with the opportunity to
                           submit written comments, documents, records, and
                           other information relating to the claim for benefits
                           and reasonable access to and copies of, upon request
                           and free of charge, all documents, records, and other
                           information relevant to the claimant's claim for
                           benefits. In addition, such full and fair review
                           shall (i) take into account all comments, documents,
                           records, and other information submitted by the
                           claimant relating to the claim, without regard to
                           whether such information was submitted or considered
                           in the initial benefit determination, (ii) not afford
                           deference to the initial adverse benefit
                           determination, (iii) be conducted by a Named
                           Fiduciary who is neither the individual who made the
                           adverse benefit determination that is the subject of
                           the appeal, nor the subordinate of such individual,
                           (iv) provide that, in deciding any appeal of any
                           adverse benefit determination that is based in whole
                           or in part on a medical judgment, the Named Fiduciary
                           shall consult with a health care professional who has
                           appropriate training and experience in the field of
                           medicine involved in the medical judgment and who is
                           neither the individual who was consulted in
                           connection with the adverse benefit determination
                           that is the subject of the appeal, nor the
                           subordinate of any such individual, and (v) provide
                           for the identification of medical or vocational
                           experts whose advice was obtained on behalf of the
                           Plan in connection with the claimant's adverse
                           benefit determination, without regard to whether the
                           advice was relied upon in making the initial benefit
                           determination.

                           The decision of the Named Fiduciary shall be made in
                           a writing delivered to the claimant within a
                           reasonable time, but in no event later than 45 days
                           after the receipt of the request for review unless
                           special circumstances require an extension of time
                           for processing. If the Named Fiduciary determines
                           that an extension of time for processing is required,
                           written notice of the extension shall be furnished to
                           the claimant setting forth the special circumstances
                           requiring an extension of time and the date by which
                           the Named Fiduciary expects to render a decision on
                           review, and shall be furnished prior to the
                           termination of the initial 45-day period. In no event
                           shall such extension exceed a period of 45 days from
                           the end of the initial 45-day period.

                           In the case of an adverse benefit determination on
                           review, the notice of the determination shall be
                           written in a manner calculated to be understood by
                           the claimant and shall include (i) the specific
                           reasons for the determination, (ii) specific
                           reference(s) to specific provisions of the Plan
                           and/or Trust Fund on which the determination is
                           based, (iii) a statement that the claimant is
                           entitled to receive, upon request, and free of
                           charge,

                                      -72-


                           reasonable access to, and copies of all documents,
                           records, and other information relevant to the
                           claimant's claim for benefits, (iv) a statement
                           describing any voluntary appeal procedures offered by
                           the Plan and the claimant's right to obtain
                           information about such procedures, including a
                           statement of the claimant's right to bring a civil
                           action under section 502(a) of ERISA and (v) if an
                           internal rule, guideline, protocol or other similar
                           criterion was relied upon in making the adverse
                           determination, either the specific rule, guideline,
                           protocol, or other similar criterion, or a statement
                           that such rule, guideline, protocol, or other similar
                           criterion was relied upon in making the adverse
                           determination and that a copy of the rule, guideline,
                           protocol or other similar criterion will be provided
                           free of charge to the claimant upon request. To the
                           extent permitted by applicable law, the determination
                           on review shall be final and binding on all
                           interested persons. In performing the duties under
                           this Section 3(h)(3), the Named Fiduciary shall have
                           the same powers to interpret the Plan and make
                           factual findings with respect thereto as are granted
                           to the Committee under Section 2 hereof."

                  EXECUTED this 27th day of December 2002.

                                              THE COOPER TIRE & RUBBER COMPANY

                                              By:/s/ Stephen O. Schroeder
                                                 -------------------------------
                                              Treasurer

                                              By:/s/ Charles F. Nagy
                                                 -------------------------------
                                              Assistant Treasurer

                                      -73-

EX-99.I

                                                                   Exhibit (99i)

                          COOPER TIRE & RUBBER COMPANY

                       PRE-TAX SAVINGS PLAN - (EL DORADO)

             As amended and Restated Effective as of January 1, 2001
                        Or as otherwise provided in Plan



                                TABLE OF CONTENTS



                                                                                         PAGE
                                                                                      
ARTICLE I             DEFINITIONS...............................................           2

ARTICLE II            ELIGIBILITY AND PARTICIPATION.............................          11

ARTICLE III           PARTICIPANTS' CONTRIBUTIONS...............................          13

ARTICLE IV            COMPANY CONTRIBUTIONS.....................................          16

ARTICLE V             INVESTMENT OF CONTRIBUTIONS...............................          20

ARTICLE VI            VESTING OF CONTRIBUTIONS..................................          24

ARTICLE VII           SUSPENSION OF PARTICIPATION...............................          25

ARTICLE VIII          APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED............          26

ARTICLE IX            WITHDRAWAL OF CONTRIBUTIONS...............................          27

ARTICLE X             DESIGNATION OF BENEFICIARY................................          29

ARTICLE XI            DISTRIBUTION OF CONTRIBUTIONS.............................          30

ARTICLE XII           MAXIMUM CONTRIBUTION LIMITATION...........................          37

ARTICLE XIII          RESERVED..................................................          42

ARTICLE XIV           ADMINISTRATION OF THE PLAN................................          43

ARTICLE XV            SECURITIES TRANSACTIONS BY TRUSTEE........................          54

ARTICLE XVI           ASSIGNABILITY.............................................          56

ARTICLE XVII          AMENDMENT, MODIFICATION, SUSPENSION OR
                      TERMINATION OF THE PLAN...................................          57


                                      -i-


                                    AGREEMENT

         THIS AGREEMENT is made and entered into this 10th day of December,
1999, by and between Cooper Tire & Rubber Company hereinafter referred to as the
"Company" for its plant located in El Dorado, Arkansas and the United Steel
Workers of America, and Local Union No.769 thereof executing this Agreement;
the International Union and the Local Union collectively being hereinafter
referred to as the "Union".

         Effective January 1, 2002, an ESOP will be established under the Plan
described in this Agreement. The ESOP feature is described in Article XVIII of
the Plan and in other relevant Plan sections. The provisions of the Plan
relating to the ESOP feature shall not be effective until January 1, 2002.

                                       1


                                    ARTICLE I
                                   DEFINITIONS

         For the purposes of this Plan, the following words and phrases shall
have the following meanings unless a different meaning is clearly required by
the context:

(1)      "Account" of a Participant or "Participant's Account" - the then total
         current market value of the account in the Participant's name as
         determined by the Trustee representing the entire interest of a
         Participant in the Plan. Effective January 1, 2002, each account shall
         consist of the Non-ESOP Account and ESOP Account. Prior to January 1,
         2002, each account shall consist of a Pre-Tax Savings Plan Contribution
         subaccount which will reflect the amount of Pre-Tax Savings Plan
         Contributions attributable to a Participant and allocated earnings
         attributable thereto, a Transfer Contributions subaccount which will
         reflect the amount of Transfer Contributions attributable to a
         participant and allocated earnings attributable thereto and a Company
         Contribution subaccount which will reflect the amount of Company
         Contributions made pursuant to Article IV herein and allocated earnings
         attributable thereto.

(2)      "Active Participation" - the making of Participant contributions to the
         Plan and the right to share in the allocation of Company Contributions
         and ESOP Contributions, if any.

(3)      "Actual Deferral Percentage" - for each Plan Year, the ratios
         (expressed as a percentage and calculated separately for each Eligible
         Employee in a specified group) of

         (a)      the total amount of Company Wage Reduction Contributions to

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

         Effective until January 1, 1997, for purposes of determining the Actual
         Deferral Percentage for any Eligible Employee who is a Highly
         Compensated Employee for the Plan Year, any Compensation paid to a
         Family Member or any contribution made by the Company on such Family
         Member's behalf under Section 1 of Article III shall be treated as paid
         to or contributed on behalf of the Highly Compensated Employee. Such
         Family Member shall be disregarded in determining the Actual Deferral
         Percentage for Non-Highly Compensated Employees..

         In addition, the Actual Deferral Percentage for any Highly Compensated
         Employee for the Plan Year and who is a participant under two or more
         plans described in Section 401(k) of the Code which are maintained by
         the Company, shall be the sum of the Actual Deferral Percentages under
         each of such plans.

(4)      "Adjusted Employment Date" - the date arrived at when the Employee's
         prior Continuous Credited Service is subtracted, according to Section 2
         of Article II, from the date on which the Employee first renders
         service entitling him/her to credit for an Hour of Service subsequent
         to a prior period of Continuous Credited Service.

                                       2


(5)      "Affiliated Group" - means the Company and any and all other
         corporations, trades and/or businesses, the employees of which together
         with Employees of the Company are required, by the first sentence of
         Subsection (b) or Subsection (c) of section 414 of the Code to be
         treated as if they were employed by a single employer. Each corporation
         or unincorporated trade or business that is or was a member of the
         Affiliated Group shall be referred to herein as an "Affiliated Group
         Member" or an "Affiliated Company" but only during such period as it is
         or was such a member.

(6)      "Code" - the Internal Revenue Code of 1986, as amended to date, and as
         it may hereafter be amended, or any successor statute of similar
         purpose.

(7)      "Committee" - the Defined Contribution Plan Committee established
         herein.

(8)      "Common Stock" - common stock of Cooper Tire & Rubber Company, which is
         intended to be 'employer securities' within the meaning of Section
         409(l) of the Code, and 'qualifying employer securities' within the
         meaning of Section 407(d)(5) of ERISA. The Plan shall be permitted to
         acquire and hold Common Stock, and shall be an eligible individual
         account plan, as that term is defined in Section 407(d)(3)(A) of ERISA.

(9)      "Company" - Cooper Tire & Rubber Company and any of its subsidiary
         corporations which adopt this Plan.

(10)     "Company Contributions" - contributions made by the Company pursuant to
         Article IV of the Plan, other than Company Wage Reduction
         Contributions.

(11)     "Company Wage Reduction Contributions" - amounts transferred to the
         Plan by the Company pursuant to wage reduction arrangements between the
         Company and Participants, also sometimes referred to herein as Pre-tax
         Savings Plan Contributions.

(12)     "Compensation" - includes all payments of wages, bonus, Company Wage
         Reduction Contributions to this Plan and any taxable payments paid to
         the Participant in a calendar year, except that there shall be excluded
         from Compensation: supplemental unemployment benefits, supplemental
         worker's compensation, accident and sickness benefits, and other
         amounts which either are excludable or deductible from income in whole
         or in part for federal income tax purposes or which represent payments
         pursuant to a program of benefits or deferred compensation (other than
         Company Wage Reduction Contributions), whether or not qualified under
         the Code.

         Notwithstanding the above, the maximum amount of compensation taken
         into account each year for all computations shall not exceed the amount
         prescribed pursuant to Section 401(a)(17) of the Code, as amended, or
         such amount as the Secretary of the Treasury shall prescribe from time
         to time. Effective until January 1, 1997, in determining the
         compensation of a Participant for purposes of the limitation, the rules
         of section 414(q)(6) of the Code shall apply, except in applying such
         rules, the term family shall include only the spouse of the Participant
         and any lineal descendants of the Participant who have not attained age
         19 before the close of the year. If, as a result of the application of
         the rules

                                       3


         described in the preceding sentence the limitation of Section
         401(a)(17) of the Code is exceeded, then the limitation shall be
         prorated among the affected individual's Compensation as determined
         under this section prior to the application of this limitation.

         In addition to other applicable limitations set forth in the plan, and
         notwithstanding any other provision of the plan to the contrary, for
         plan years beginning on or after January 1, 1994, the annual
         compensation of each employee taken into account under the plan shall
         not exceed the Omnibus Budget Reconciliation Act of 1993 (OBRA '93)
         annual compensation limit. The OBRA `93 annual compensation limit is
         $150,000, as adjusted by the Commissioner for increases in the cost of
         living in accordance with section 401(a)(17)(B) of the Internal Revenue
         Code. The cost-of-living adjustment in effect for a calendar year
         applies to any period, not exceeding 12 months, over which compensation
         is determined (determination period) beginning in such calendar year.
         If a determination period consists of fewer than 12 months, the OBRA
         '93 annual compensation limit will be multiplied by a fraction, the
         numerator of which is the number of months in the determination period,
         and the denominator of which is 12.

         For plan years beginning on or after January 1, 1994, any reference in
         this plan to the limitation under section 401(a)(17) of the Code shall
         mean the OBRA '93 annual compensation limit set forth in this
         provision.

         If compensation for any prior determination period is taken into
         account in determining an employee's benefits accruing in the current
         plan year, the compensation for that prior determination period is
         subject to the OBRA '93 annual compensation limit in effect for that
         prior determination period. For this purpose, for determination periods
         beginning before the first day of the first plan year beginning on or
         after January 1, 1994, the OBRA '93 annual compensation limit is
         $150,000.

(13)     "Continuous Credited Service" - the number of years aggregated under
         the provisions of Article II, Section 2, except that Continuous
         Credited Service prior to January 1, 1976, shall be calculated from the
         most recent Employment Date.

(14)     "Current Earnings" - net income before federal income taxes of the
         Company for its current fiscal year and before deducting any Company
         Contributions or ESOP Contributions to this Plan for such fiscal year
         determined on the basis of generally accepted accounting principles.

(15)     "Designated Beneficiary" - the beneficiary chosen by the Participant,
         in accordance with the provisions of Article VIII herein, to receive,
         upon the Participant's death, any benefit payable under this Plan by
         reason of the Participant's death.

(16)     "Eligible Employee" - any Employee who has satisfied the provisions of
         Section 1 of Article II.

(17)     "Employee" - any employee of the El Dorado plant of the Company, whose
         terms and conditions of employment are determined through collective
         bargaining with the Union.

                                       4


         To the extent required by Section 414(n) of the Code, the term
         "Employee" includes any person who is a "leased employee" of the
         Company or any other Controlled Group Member. For purposes of this
         Subsection, a "leased employee" means any person who, pursuant to an
         agreement between the Company or a Controlled Group Member and any
         other person ("leasing organization"), has performed services for the
         Company or Controlled Group Member on a substantially full-time basis
         for a period of at least one year, and, effective January 1, 1997, such
         services are performed under the primary direction or control of the
         Company or Controlled Group Member. Contributions or benefits provided
         to a leased employee by the leasing organization that are attributable
         to services performed for the Company or a Controlled Group Member will
         be treated as provided by the Company or Controlled Group Member. A
         leased employee will not be considered an Employee of the Company or a
         Controlled Group Member, however, if (1) leased employees do not
         constitute more than 20% of the Company's or Controlled Group Member's
         non- highly compensated work force (within the meaning of Section
         414(n)(5)(C)(ii) of the Code and (2) such leased employee is covered by
         a money purchase pension plan maintained by the leasing organization
         that provides (i) a non-integrated employer contribution rate of at
         least 10% of compensation, (ii) immediate participation and (iii) full
         and immediate vesting. All personal and relative pronouns, singular or
         plural, and words "person", "Employee", and "Employees" shall refer to
         both male and female Employees generally.

(18)     "Employment Date" - the date on which the Employee first completes an
         Hour of Service in the employ of the Company, whether or not that
         service is performed as an Employee.

(19)     "ESOP Account" - shall include all amounts in the Participant's Account
         that are transferred to the ESOP Account pursuant to Section 3 and
         Section 5 of Article V. The ESOP Account shall be established under the
         ESOP Feature of the Plan. The ESOP Account shall consist of a Pre-Tax
         Savings Plan Contributions subaccount which will reflect the amount of
         Pre-Tax Savings Plan Contributions in the ESOP Account attributable to
         a Participant and allocated earnings attributable thereto, a Transfer
         Contributions subaccount which will reflect the amount of Transfer
         Contributions in the ESOP Account attributable to a Participant and
         allocated earnings attributable thereto, a Company Contributions
         subaccount which will reflect the amount of Company Contributions in
         the ESOP Account made pursuant to Article IV herein and allocated
         earnings attributable thereto, and an ESOP Contributions subaccount
         which will reflect the amount of ESOP Contributions in the ESOP Account
         made pursuant to Article XVIII herein and allocated earnings
         attributable thereto.

(20)     "ESOP Contributions" - are the discretionary contributions made by the
         Company pursuant to Section 3 of Article XVIII.

(21)     "ESOP Feature" - is the portion of the Plan described in Article XVIII
         and shall be effective January 1, 2002. The ESOP Feature consists of
         the ESOP Account.

                                       5


(22)     "Family Member" - effective until January 1, 1997, with respect to any
         Employee, such Employee's spouse and lineal ascendants and descendants
         and the spouses of such lineal ascendants and descendants.

(23)     Highly Compensated Employee" - The term Highly Compensated Employee
         includes highly compensated active Employees and highly compensated
         former Employees.

         For a particular Plan Year, effective January 1, 1997, a highly
         compensated active Employee means any Employee who: (i) was a 5-percent
         owner at any time during the current or the preceding Plan Year or (ii)
         for the preceding Plan Year received compensation from the Company in
         excess of the amount in effect for such Plan Year under Section
         414(q)(1)(B) of the Code and was in the top-paid group of Employees for
         such preceding Plan Year.

         For the purposes of this Subsection, (i) the term "compensation" shall
         mean (A) for periods prior to January 1, 1998, the sum of an Employee's
         compensation under Section 415(c)(3) of the Code and the Employee's
         Pre-Tax Savings Plan Contributions (subject to the limitation of
         Section 401(a)(17) of the Code), and (B) for periods commencing on and
         after January 1, 1998, an Employee's compensation under Section
         415(c)(3) of the Code (subject to the limitation of Section 401(a)(17)
         of the Code), and (ii) the term "top-paid group" shall mean that group
         of Employees of the Company consisting of the top 20 percent (20%) of
         such Employees when ranked on the basis of compensation paid by the
         Company during the Plan Year.

         A highly compensated former Employee includes any Employee who
         separated from service (or was deemed to have separated) prior to the
         determination year, performs no service for the Company during the
         determination year, and was a highly compensated active Employee for
         either the separation year or any determination year ending on or after
         the Employee's 55th birthday.

         This paragraph shall apply until January 1, 1997. If any Employee is,
         during a determination year or look-back year, a family member of
         either a 5 percent owner who is an active or former Employee or a
         Highly Compensated Employee who is one of the 10 most Highly
         Compensated Employees ranked on the basis of Compensation paid by the
         Company during such year, then the family member and the 5 percent
         owner or top-ten Highly Compensated Employee shall be aggregated. In
         such case, the family member and 5 percent owner or top-ten Highly
         Compensated Employee shall be treated as a single Employee receiving
         compensation and Plan contribution or benefits equal to the sum of such
         Compensation and contributions or benefits of the family member and 5
         percent owner or top-ten Highly Compensated Employee. For purposes of
         this section, family member includes the spouse, lineal ascendants and
         descendants of the Employee or former Employee and the spouses of such
         lineal ascendants and descendants.

         The determination of who is a Highly Compensated Employee, including
         the determination of the number and identity of Employees in the

                                       6


         top-paid group, and the compensation that is considered, will be made
         in accordance with section 414(q) of the Code and the regulations
         thereunder.

(24)     "Hour of Service" - each hour for which an employee is paid, or
         entitled to payment, by the Company for the performance of duties or on
         account of a period of time during which no duties are performed due to
         vacation, holiday, jury duty, short-term military duty or funeral
         absence. Each hour for which an employee is not paid, or not entitled
         to payment, on account of a period of time during which the employee
         continues to accrue Continuous Credited Service while under an approved
         leave of absence for illness, incapacity or disability, long-term
         military duty or personal reasons.

         Each hour for which an employee is paid back pay, regardless of
         mitigation of damages, except for hours previously credited for the
         same period, or severance pay. Hours of Service shall not be credited
         due to payments received by an employee from a plan maintained for the
         sole purpose of complying with applicable worker's or unemployment
         compensation laws, complying with disability insurance laws, or
         reimbursement of medical or medically related expenses.

         Such hours shall be credited as specified in Section 201 of the
         Employee Retirement Income Security Act of 1974, as amended, and as
         specified at Title 29, Code of Federal Regulations, 2530.2O0b.

         Hours of Service performed at premium rates (such as holiday pay
         overtime or shift differential) shall be credited as single Hours of
         Service, regardless of the rate of compensation in effect for such
         service. If an Employee is absent from work for any period which
         commences on or after the Effective Date:

         (a)      by reason of the pregnancy of the Employee,

         (b)      by reason of the birth of a child of the Employee,

         (c)      by reason of the placement of a child with the Employee in
                  connection with the adoption of such child by the Employee, or

         (d)      for purposes of caring for any such child for a period
                  beginning immediately following such birth or placement,

         and the absence is permitted under the Company-Union basic labor
         agreement, the Employee shall not, solely by reason of such absence, be
         considered to have incurred a Severance Date for purposes of
         participation and for determining his/her vested interest until the
         expiration of the consecutive twenty-four (24) month period commencing
         on the first day of the absence. If an Employee is absent from work for
         any period for any reasons referred to in subparagraphs (a), (b), (c)
         and (d) of this subsection, and such period includes the last day of
         the Plan Year, the Employee shall be deemed to be employed on such date
         for purposes of Section 3 of Article II.

                                       7


(25)     "Investment Option" - one of those forms of investment which are
         available to a Participant to invest Company Wage Reduction
         Contributions, vested Company Contributions and related earnings under
         the Plan.

(26)     "Leave of Absence" - leave of absence granted by the Company due to
         illness or injury, required U.S. Military Service, or other special
         leave of absence set forth in the Company-Union basic labor agreement,
         under which all Participants in similar circumstances shall be treated
         alike.

(27)     "Non-ESOP Account" - shall include all Pre-Tax Savings Plan
         Contributions, Company Contributions, and Transfer Contributions made
         to the Plan pursuant to Articles III and IV of the Plan; except that
         the Non-ESOP Account shall not include any portion of such
         contributions transferred to the Participant's ESOP Account pursuant to
         Section 3 and Section 5 of Article V. The Non-ESOP Account shall be
         established under the Non-ESOP Feature of the Plan. The Non-ESOP
         Account shall consist of a Pre-Tax Savings Plan Contributions
         subaccount which will reflect the amount of Pre-Tax Savings Plan
         Contributions in the Non-ESOP Account attributable to a Participant and
         allocated earnings attributable thereto, a Transfer Contributions
         subaccount which will reflect the amount of Transfer Contributions in
         the Non-ESOP Account attributable to a Participant and allocated
         earnings attributable thereto, and a Company Contributions subaccount
         which will reflect the amount of Company Contributions in the Non-ESOP
         Account made pursuant to Article IV herein and allocated earnings
         attributable thereto.

(28)     "Non-ESOP Feature" - is the portion of the Plan, on and after January
         1, 2002, (a) which is not included within the ESOP Feature, (b) which
         is intended to qualify as a profit sharing plan under Code Section
         401(a), and (c) which includes a qualified cash or deferred arrangement
         within the meaning of Code Section 401(k). The Non-ESOP Feature
         consists of the Non-ESOP Account.

(29)     "Non-Highly Compensated Employee - any Eligible Employee who is neither
         a Highly Compensated Employee nor, effective until January 1, 1997, a
         Family Member of a Highly Compensated Employee.

(30)     "Normal Retirement Date" - the later of the day the Participant attains
         age sixty-five (65) or the completion of five (5) years of
         participation in the Company's El Dorado Hourly Employees' Retirement
         Plan.

(31)     "One-Year Break in Service" - a Plan Year during which a Participant
         has five hundred (500) or fewer Hours of Service. Temporary excused
         absences, including military leave, shall not constitute a One-Year
         Break in Service. Further, solely for the purpose of determining
         whether a Participant has incurred a One- Year Break in Service, Hours
         of Service shall be recognized for "maternity and paternity leaves of
         absence." A "maternity or paternity leave of absence" shall mean, for
         Plan Years beginning after December 31, 1984, an absence from work for
         any period by reason of the Employee's pregnancy, birth of the
         Employee's child, placement of a child with the Employee in connection
         with the adoption of such child, or any absence for the purpose of
         caring for

                                       8


         such child for a period immediately following such birth or placement.
         For this purpose, Hours of Service shall be credited for the
         computation period in which the absence from work begins, only if
         credit therefore is necessary to prevent the Employee from incurring a
         One-Year Break in Service, or, in any other case, in the immediately
         following computation period. The Hours of Service credited for a
         "maternity or paternity leave of absence" shall be those which would
         normally have been credited but for such absence, or, in any case in
         which the plan administrator is unable to determine such hours normally
         credited, eight (8) Hours of Service per day. The total Hours of
         Service required to be credited for a "maternity or paternity leave of
         absence" shall not exceed five hundred one (501).

(32)     "Participant" - any person who has been admitted to participation in
         this Plan pursuant to the provisions of Article II. The term
         "Participant" shall include active Participants (those currently
         eligible to share in Company Contributions and ESOP Contributions, if
         any), inactive Participants (those individuals who are employed by the
         Company and have been active Participants but are not eligible to share
         in Company Contributions or ESOP Contributions), and any former
         Employee who has an Account under the Plan.

(33)     "Plan" - the Pre-tax Savings Plan as set forth herein, and as it may be
         modified or amended from time to time. Effective January 1, 2002, the
         Plan consists of the ESOP Feature and the Non-ESOP Feature.

(34)     "Plan Year" - except as otherwise provided herein, a Plan Year shall be
         the calendar year beginning January 1 and ending December 31. With
         respect to each person becoming employed by the Company or an
         Affiliated Company, for purposes of eligibility to participate herein,
         the initial Plan Year shall be the calendar year which commences
         coincident with or immediately following the Employee's Employment
         Date.

(35)     "Pre-tax Savings Plan Contribution" - the percentage of a Participant's
         Compensation which the Company contributes to the Plan pursuant to a
         wage reduction agreement, under which a Participant elects to forego a
         percentage of such Compensation, reduced for purposes of the Plan, also
         sometimes referred to as a Company Wage Reduction Contribution.

(36)     "Severance Date" - the earliest of (a) the date on which the Employee
         retires, dies, quits, or is discharged or (b) the date on which the
         Employee ceases to accrue Continuous Credited Service in accordance
         with the Company-Union basic labor agreement provisions for leave of
         absence; but in no event shall the Severance Date, as defined in (a)
         and (b), be earlier than the first anniversary of the first day of a
         period throughout which the Employee remains absent, with or without
         pay, from the service of the Company by reason of the absence.

(37)     "Severance Period" - the period of time between the Employee's
         Severance Date and the date on which he again performs an Hour of
         Service.

                                       9


(38)     "Total and Permanent Disability" - a condition of a Participant as the
         result of bodily injury or disease from an unavoidable cause which
         prevents such Participant from being physically able to meet his/her
         present job requirements as the same existed at the time of the
         Participant's cessation of service due to such condition and which
         disability will (in the opinion of a qualified physician designated by
         the Committee) presumably be permanent and continuous during the
         remainder of his/her life. Such condition shall be deemed to have
         resulted from an unavoidable cause unless it:

         (a)      was contracted, suffered or incurred while the Participant was
                  engaged in, or resulted from having engaged in, a felonious
                  enterprise, or

         (b)      resulted from habitual drunkenness or addiction to
                  hallucinogenic and/or narcotic drugs not prescribed by a
                  qualified physician for treatment of a condition other than
                  drug addiction, or

         (c)      resulted from an intentional self-inflicted injury or self-
                  induced sickness.

(39)     "Transaction Period" - a period defined in Article XV herein during
         which certain rules and regulations, as established by the Committee
         and the Trustee, shall govern all transactions relating to securities.

(40)     "Transactions" - all purchases, sales, redemptions or other
         dispositions of securities by the Trustee under the Plan.

(41)     "Transfer Contributions" - those amounts transferred to the Plan on
         behalf of an Employee from another plan qualified under Section 401(a)
         of the Code as described in Article III, Section 8.

(42)     "Trustee" - the Trustee or Trustees designated by the Company as
         provided herein.

(43)     "Trust Fund" - assets of the Plan and Trust as the same shall exist
         from time to time.

(44)     "Unvested" - that portion of a Participant's Account balance which is
         not vested pursuant to Article VI herein.

(45)     "Vested" - that portion of a Participant's Account balance to which
         he/she has a nonforfeitable right pursuant to Article VI herein.

                                       10


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

SECTION 1. ELIGIBILITY

         Any Employee of the Company eligible for membership in the Union who
has completed thirty days of Continuous Credited Service is eligible to
participate in the Plan.

         Notwithstanding the foregoing, no Employee who serves only as a leased
employee as defined in Section 414(n) of the Code shall be covered by the Plan
or deemed to be a Participant.

SECTION 2. CONTINUOUS CREDITED SERVICE

         (a)      Continuous Credited Service for purposes of computing
                  eligibility shall be defined as the period of time (as
                  computed by completed 1/12ths of a year) between the
                  Employee's Employment Date or Adjusted Employment Date and the
                  current date or the Employee's most recent Severance Date.

         (b)      Any person who incurs a Severance Period after January 1,
                  1990, shall have Continuous Credited Service restored on the
                  following basis:

                  (1)      A person who before the Severance Date had
                           established a nonforfeitable right to any vested
                           benefit will for all purposes have pre-Severance
                           Period and post-Severance Period Continuous Credited
                           Service aggregated to create an Adjusted Employment
                           Date.

                  (2)      A person who before the Severance Date had not
                           established a nonforfeitable right to any vested
                           benefit will have Continuous Credited Service
                           restored on the following basis to create an Adjusted
                           Employment Date:

                           (i)      If the Severance Period is less than the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall be
                                    aggregated with any Continuous Credited
                                    Service after the Severance Period to create
                                    an Adjusted Employment Date for all
                                    purposes. Such aggregation of Continuous
                                    Credit Service shall not include any period
                                    of time during the Severance Period.

                           (ii)     If the Severance Period equals or exceeds
                                    the greater of five (5) years or the
                                    Continuous Credited Service prior to the
                                    Severance Date, the Continuous Credited
                                    Service prior to the Severance Date shall
                                    not be aggregated and the Employee shall
                                    become a Participant as specified in Section
                                    3 of this Article.

                                       11


SECTION 3. PARTICIPATION

         An Employee described in Section 1 will become a Participant in the
Plan upon satisfaction of all the following requirements:

         (a)      completion of thirty days of Continuous Credited Service,

         (b)      receipt by the Committee of a completed application,

         (c)      agreement to an appropriate payroll deduction from his/her
                  Compensation,

         (d)      agreement to accept a reduction of his/her Compensation equal
                  to the whole percentage of his/her Compensation per payroll
                  period he/she elects to have contributed by the Company as a
                  Pre-tax Savings Plan Contribution.

         A Participant shall cease to be eligible to make contributions to the
Plan and to share in Company Contributions or ESOP Contributions under the Plan
when he/she is no longer an Employee due to: resignation, termination,
retirement, death, Total and Permanent Disability, or otherwise ceasing to be an
Employee or the Participant's voluntary election to suspend participation
pursuant to Article VII hereof. Participation in the Plan will cease when the
Employee or former Employee no longer has an Account under the Plan. A
Participant who voluntarily ceases Active Participation from this Plan while
still an Employee accumulating Continuous Credited Service shall be ineligible
to resume Active Participation for a period of twelve (12) months from the date
Active Participation last ceased.

         Notwithstanding the above paragraph, a Participant who retires under
the COMPANY'S EL DORADO Pension and Insurance Agreement may elect to continue to
be a Participant in the Plan and maintain an Account until the earlier of the
date he/she withdraws the balance in his/her Account or April 1 of the calendar
year following the calendar year in which he/she attains age 70-1/2. After the
effective date of such retirement, such a Participant shall not be entitled to
make contributions to the Plan or share in the allocation of Company
Contributions or ESOP Contributions.

         Participation in the Plan by Eligible Employees shall be voluntary.

                                       12


                                   ARTICLE III
                           PARTICIPANTS' CONTRIBUTIONS

SECTION 1. AMOUNT OF PARTICIPANT PRE-TAX SAVINGS PLAN CONTRIBUTION

         To be an Active Participant, an eligible individual must have made on
his/her behalf or agree to make a Pre-tax Savings Plan Contribution in the
following manner:

         (a)      A Participant may agree to have contributed on his/her behalf
                  as a Pre-tax Savings Plan Contribution, an amount, at his/her
                  election, not to exceed the lesser of: (i) 15% of his/her
                  Compensation or (ii) $7,979 (or such greater amount as
                  determined by the Secretary of Treasury). In calculating the
                  limit under Code Section 402(g) for purposes of Code Section
                  401(k), the amounts to be deferred by an eligible Employee
                  under each plan for which he/she is eligible to make wage
                  deferrals will be aggregated by treating all cash or deferred
                  arrangements under which the Employee is eligible as a single
                  arrangement. If the limit set forth by Code Section 402(g) is
                  exceeded, then the deferrals in excess of the limits must be
                  distributed by April 15 of the following year. Such reduction
                  in Compensation must be made at the time the Participant would
                  normally receive his Compensation from the Company.

         (b)      A Participant, by agreeing to have contributed on his/her
                  behalf a Pre-tax Savings Plan Contribution, shall enter into a
                  written wage reduction agreement with the Company. The terms
                  of such reduction agreement shall provide that the Participant
                  accepts a reduction in his/her Compensation from the Company
                  equal to any whole percentage of his/her Compensation per pay
                  period which he/she elects to have contributed on his/her
                  behalf as a Pre-tax Savings Plan Contribution.

         (c)      Pre-tax Savings Plan Contributions shall be fully vested and
                  nonforfeitable at all times.

         (d)      The Company may amend or revoke its wage reduction agreement
                  with any Participant at any time, if the Company determines
                  that such revocation or amendment is necessary to insure that
                  contributions by or on behalf of a Participant for any Plan
                  Year will not exceed the limitations of Section 415 or to
                  insure that the discrimination tests of section 401(k) of the
                  Code are met for such Plan Year.

         (e)      If a Participant's Compensation for any Plan Year is such that
                  he or she is a Highly Compensated Employee for the Plan Year,
                  the actual deferral percentage test of Section 401(k)(3) of
                  the Code will be met. The Plan incorporates by reference the
                  provisions of Sections 401(k)(3) of the Code and regulation
                  Section 1.401(k)-1(b) thereunder.

                                       13


SECTION 2. Limitations on Participant Contributions

         All contributions made by or on behalf of a Participant are subject to
the limitations imposed by section 401(k), and section 415 of the Code as
further set forth in Article XII hereof.

         The maximum amount of such contributions is limited under Section
401(k)(3) determined by reducing contributions made on behalf of Highly
Compensated employees in order of their contribution percentages beginning with
the highest of such percentages.

SECTION 3. CHANGING CONTRIBUTION PERCENTAGE

         The contribution percentage(s) designated by a Participant shall
continue in effect, notwithstanding any change in his/her Compensation, until
he/she shall change such contribution percentage(s).

         A Participant may elect, at any time, but not less than thirty (30)
days from the last change in contribution percentage(s) to increase or decrease
the contribution percentage(s) within the applicable limits to be effective as
soon as practicable after receipt of notice of change.

SECTION 4. CONTRIBUTIONS TO BE EXPRESSED IN WHOLE MULTIPLES

         Each Participant's Pre-tax Savings Plan Contributions shall be in whole
multiples of 1% of Compensation, subject to adjustment pursuant to Section 5
hereof.

SECTION 5. METHOD OF PARTICIPANTS' CONTRIBUTIONS

         (a)      Each Pre-tax Savings Plan Contribution made by the Company on
                  behalf of a Participant shall be transferred to the Plan
                  pursuant to the terms of a written wage reduction agreement
                  between such Participant and the Company. A Participant's wage
                  reduction agreement shall be modified automatically to
                  correspond to the change in the amount of the Pre-tax Savings
                  Plan Contributions made on his/her behalf as set forth in
                  Section 3 hereof.

         (b)      The tentative wage reduction amount set forth in any wage
                  reduction agreement shall be in any amount as the Participant
                  shall elect, but shall be not less than 1% and not more than
                  15% of Compensation of such Participant. Tentative wage
                  reductions shall become final, and then shall constitute
                  Pre-tax Savings Plan Contributions, only after the Company or
                  the Committee has made such adjustments thereto as they (or
                  either of them) deem necessary to maintain the qualified
                  status of this Plan or to maintain the status of any portion
                  of this Plan as a qualified cash or deferred arrangement under
                  section 401(k) of the Code.

         (c)      All amounts withheld pursuant to a wage reduction agreement
                  and thereafter contributed to the Plan as Pre-tax Savings Plan
                  Contributions shall be so delivered only if the Company in
                  good faith believes that such amounts do not exceed the

                                       14


                  amounts permissible pursuant to the limitations hereinabove
                  set forth. If any amount shall be withheld from the
                  Compensation of a Participant pursuant to a wage reduction
                  agreement which exceeds the maximum amount permissible
                  pursuant to Section 5(b) hereof, and if such amount is
                  contributed to the Plan as a Pre-tax Savings Plan Contribution
                  by way of a mistake of fact, it shall be refunded to the
                  Company and shall thereafter be paid as promptly as
                  practicable (subject, however, to the withholding of taxes and
                  other amounts as though such amount were current compensation)
                  by the Company to the Employee from whose Compensation such
                  amount was obtained pursuant to a wage reduction agreement.

SECTION 6. CREDITING OF CONTRIBUTION AMOUNTS

         Company Wage Reduction Contributions shall be transferred by the
Company to the Trustee as soon as practicable, but not less than monthly. All
payments so made by the Company shall be reported to the Committee.

         All such contributions shall be appropriately credited to the Account
of each Participant by the Trustee.

SECTION 7. VETERANS

         Notwithstanding any provision of this Plan to the contrary, effective
December 12, 1994, contributions, benefits and Continuous Credited Service with
respect to qualified military service will be provided in accordance with
Section 414(u) of the Code. "Qualified military service" means any service in
the uniformed services (as defined in chapter 43 of title 38 of the United
States Code) by any individual if such individual is entitled to reemployment
rights under such chapter with respect to such service.

SECTION 8. TRANSFER CONTRIBUTIONS

         The Trustee is authorized to accept on behalf of a Participant, and
hold as part of a Participant's Account, assets from a trustee of another plan
qualified under Section 401(a) of the Code, provided that such other plan
permits such a transfer and provided that the Committee approves such transfer
from such other plan. All amounts so transferred to a Participant's Account
shall be referred to herein as "Transfer Contributions."

SECTION 9. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

         Effective January 1, 2002, when transmitted to the Plan pursuant to
this Article III, the Pre-Tax Savings Plan Contributions shall be transmitted to
and held under the Non-ESOP Feature of the Plan. As provided in Section 3 and
Section 5 of Article V, such contributions may be transferred later from the
Non-ESOP Feature to the ESOP Feature.

                                       15


                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

SECTION 1. AMOUNT OF COMPANY CONTRIBUTIONS

         The Company shall contribute to the Trustee out of Current Earnings for
that fiscal year or, at its discretion as set forth below out of its accumulated
earnings, in cash or in its treasury or authorized but unissued Common Stock the
value of which shall be computed at the applicable fair market value on the date
of contribution by the Company, an amount equal to the lesser of:

         (a)      Effective January 1, 2001, the aggregate of fifty percent
                  (50%) of all Pre-Tax Savings Plan Contributions which
                  represent up to four percent (4%) of each Participant's
                  Compensation during such year, less any forfeitures (as
                  defined in Article VIII, Section 1); effective January 1, 2003
                  the aggregate of seventy-five percent (75%) of all Pre-Tax
                  Savings Plan Contributions which represent up to four percent
                  (4%) of each Participant's Compensation during such year, less
                  any forfeitures (as defined in Article VIII, Section 1), or

         (b)      an amount equal to fifteen percent (15%) of the Company's
                  Current Earnings for such year in excess of ten percent (10%)
                  of the stockholder's equity of the Company at the beginning of
                  such year.

         The Company's Board of Directors may, at its discretion, waive the
limitations in paragraph (b) above and contribute to the Trustee out of Current
Earnings for that fiscal year or its accumulated earnings an amount not to
exceed the limitations in paragraph (a) above.

         The Company will not match, nor allocate its contributions to, any
portion of Pre-Tax Savings Plan Contributions which represent an amount in
excess of four percent (4%) of a Participant's Compensation during each Plan
Year.

         Company Contributions will be subject to the nondiscrimination test
pursuant to Section 401(m)(2) of the Code. For any Plan Year the contribution
percentage for eligible Highly Compensated Employees shall not exceed the
greater of:

         (a)      125 percent of such percentage for all other Eligible
         Employees, or

         (b)      the lesser of 200 percent of such percentage for all other
         Eligible Employees, or such percentage for all other Eligible Employees
         plus 2 percentage points.

         For nondiscrimination testing purposes, the multiple use rules pursuant
to Regulation Section 1.401(m)-2 shall apply. If a correction of multiple use is
required, Pre-Tax Savings Plan Contributions will be distributed as provided by
Regulation Section 1.401(m)-2)(c).

         At any time corrections are required to either the nondiscrimination
test or multiple use rules by distributing Pre-tax Savings Plan Contributions
any related Company Contributions will also be distributed or forfeited to avoid
discrimination.

                                       16


SECTION 2. COMPANY WAGE REDUCTION CONTRIBUTIONS

         The Company shall contribute with respect to each Plan Year the
aggregate of the Company Wage Reduction Contributions for such Plan Year, as
determined pursuant to wage reduction agreements in force between the Company
and Participants in the Plan. Company Wage Reduction Contributions shall be
fully Vested and nonforfeitable at all times.

SECTION 3. ALLOCATION OF COMPANY CONTRIBUTIONS

         The Company Contributions for each fiscal year shall be allocated by
the Trustee to each Participant's Account in proportion to fifty percent (50%),
effective January 1, 2001, and seventy-five percent (75%), effective January 1,
2003, of each Participant's Pre-Tax Savings Plan Contributions made on his/her
behalf up to an aggregate contribution thereof of four percent (4%) of a
Participant's Compensation for such year.

         If a Participant or Designated Beneficiary becomes entitled to
distribution of his/her Account under the Plan as a result of the Participant
either retiring from the Company under one of its retirement programs (except a
Deferred Vested Pension), suffering a Total and Permanent Disability or dying
and Pre-Tax Savings Plan Contributions have been made on his/her behalf to which
Company Contributions, if any, are allocated in the year in which such event
(retirement, Total and Permanent Disability, or death) occurred, such
Participant shall be entitled to share in the Company Contribution which it may
make with respect to such year, as herein provided, as if such event had not
occurred.

         There shall be directly and promptly allocated to the Pre-Tax Savings
Plan Contributions subaccount of each Participant the Company Wage Reduction
Contributions, as set forth in Section 2 hereof.

         Company Contributions will be allocated to the Participant only if the
Participant is employed on the last day of the Plan Year, except in the case of
retirement, Total and Permanent Disability or death.

SECTION 4. REPORTING THE CONTRIBUTIONS

         The Company Contributions and Company Wage Reduction Contributions
shall be reported to the Committee by the Company.

SECTION 5. CONTINGENT NATURE OF CONTRIBUTIONS

         To the extent that the deductibility thereof is subsequently denied,
each Company Contribution and each Company Wage Reduction Contribution made by
the Company pursuant to the provisions of this Article IV hereof is hereby made
expressly contingent upon the deductibility thereof for federal income tax
purposes for the year with respect to which such contribution is made. Each such
contribution is further contingent upon the maintenance of qualified status by
the Plan for the year with respect to which such contribution is made, to the

                                       17


extent that the loss of qualified status would deprive the Company of the
deduction taken for such contribution.

SECTION 6. EXCLUSIVE BENEFIT; REFUND OF CONTRIBUTIONS

         All contributions made by the Company are made for the exclusive
benefit of the Participants and their beneficiaries, and such contributions
shall not be used for nor diverted to purposes other than for the exclusive
benefit of the Participants and their beneficiaries, including the costs of
maintaining and administering the Plan and Trust. Notwithstanding the foregoing,
refunds of Company Contributions shall be made to the Company under the
following circumstances and subject to the following limitations, to the extent
that such refunds do not, in themselves, deprive the Plan of its qualified
status:

         (a)      To the extent that a Federal income tax deduction is
                  disallowed for any Company Contribution, the Trustee shall
                  refund to the Company the amount so disallowed within one (1)
                  year of the date of such disallowance.

         (b)      In the case of a contribution, or for any Company Wage
                  Reduction Contribution, which is made in whole or in part by
                  reason of a mistake of fact, so much of the Company
                  Contribution as is attributable to the mistake of fact shall
                  be returnable to the Company upon demand, upon presentation of
                  evidence of the mistake of fact to the Trustee and of
                  calculations as to the impact of such mistake of fact. Demand
                  and repayment must be effected within one (1) year after the
                  last installment payment of the contribution to which the
                  mistake applies.

         In the event that any refund of amounts contributed under Section 1
hereof is paid to the Company, such refund shall be made without interest and
shall be deducted from among the Company Contributions subaccounts of
Participants only to the extent that the amount of the refund can be identified
to specific Participants (as in the case of certain mistakes of fact). Refunds
of amounts contributed pursuant to Section 2 hereof (relating to contributions
attributable to wage reduction) are treated at Section 6 of Article III.

         Notwithstanding any other provision of this Section 6, no refund shall
be made to the Company which is specifically chargeable to the Account of any
Participant in excess of one hundred percent (100%) of the amount in such
Account, nor shall a refund be made by the Trustee of any funds, otherwise
subject to refund hereunder, which have been distributed to Participants and/or
beneficiaries. In the case that such distributions become refundable, the
Company shall have a claim directly against the distributee to the extent of the
refund to which it is entitled. All refunds pursuant to this Section 6 shall be
limited in amount, circumstance and timing to the provisions of Section 403(c)
of the Employee Retirement Income Security Act of 1974, as amended, and no such
refund shall be made if, solely on account of such refund, the Plan would cease
to be a qualified Plan pursuant to Section 401(a) of the Code.

                                       18


SECTION 7. TRANSMITTING THE COMPANY CONTRIBUTIONS

         Each Company Contribution shall be sent to the Trustee as promptly as
practicable following the determination of the amount thereof, and, in any
event, on or before the date established by law (including any extension
thereof) for the filing of the Company's federal income tax return for the
taxable year with respect to which such Company Contribution is made.

         Contributions made pursuant to Section 2 hereof shall be made no later
than the date specified in the preceding sentence, and shall be made at such
earlier dates as may be practicable provided, however, that no wage reduction
amount shall be held by the Company without contributing same to the Plan for a
period longer than the longest period that is permissible under regulations
published under Section 401(k) of the Code, and, in any event, amounts
contributed under Section 2 hereof with respect to any Plan Year shall be deemed
credited to the Pre-Tax Savings Plan Contributions subaccount of the Participant
not later than the last day of such Year.

SECTION 8. CONTRIBUTIONS MADE TO THE NON-ESOP FEATURE

         Effective January 1, 2002, when transmitted to the Plan pursuant to
this Article IV, the Company Contributions and Company Wage Reduction
Contributions shall be transmitted to and held under the Non-ESOP Feature of the
Plan. As provided in Section 3 and Section 5 of Article V, such contributions
may be transferred later from the Non-ESOP Feature and ESOP Feature.

                                       19


                                    ARTICLE V
                           INVESTMENT OF CONTRIBUTIONS

SECTION 1. INVESTMENT OF FUNDS

         Except for Unvested Company Contributions and, subject to Section 4 of
Article XVIII, ESOP Contributions, the amounts in a Participant's Account may be
invested on behalf of such Participant in one or more of the following
Investment Options, at the Participant's discretion:

         (a)      Option A: Cash with Interest. - Cash will be invested in a
                  fixed income account with a bank, insurance company, or an
                  investment adviser registered under the Investment Advisers
                  Act of 1940.

         (b)      Option B: Mutual Fund(s). - Cash will be invested in one or
                  more mutual funds approved by the Committee and made available
                  to Participants.

         (c)      Option C: A fund comprising a pooled account of Common Stock
                  of the Company.

         The amounts credited to a Participant's Account from, subject to
Section 4 of Article XVIII, the ESOP Contributions and Unvested Company
Contributions shall be invested in the Common Stock fund.

SECTION 2. INSTRUCTIONS TO THE TRUSTEE

         A Participant will instruct the Trustee in writing as to the manner in
which his/her contributions in his/her Account, other than Company Contributions
and ESOP Contributions, shall be invested in any one or more of the Investment
Options in such proportions as he/she sees fit, except that the amounts so
specified shall be in multiples of one percent (1%). A Participant may likewise
instruct the Trustee with respect to the retention or investment of the Vested
portion of the Company Contributions subaccount and, subject to Section 4 of
Article XVIII, the ESOP Contributions subaccount allocated to his/her Account,
subject to the same limitations as apply to the investment of the contributions
in his/her Account other than Company Contributions.

         Investment instructions with respect to the contributions in his/her
Account other than Company Contributions and ESOP Contributions, and with
respect to the Vested portion of the Company Contributions and, subject to
Section 4 of Article XVIII, the ESOP Contributions subaccount may be different,
both as to the kind of investment and as to the relative amounts to be invested
in such investments. Subject to Section 4 of Article XVIII, the ESOP
Contributions subaccount and the Unvested portion of the Company Contributions
subaccount shall remain invested in the Common Stock fund.

                                       20


SECTION 3. TRANSFER TO THE ESOP FEATURE

         Effective January 1, 2002, any amount of the Participant's Non-ESOP
Account invested in the Common Stock fund shall transfer to the Participant's
ESOP Account as of the first day of the Plan Year immediately succeeding the
Plan Year in which the contributions comprising such amounts invested in the
Common Stock fund were made to the Plan. Notwithstanding the foregoing, any
amount in a Participant's Account that is attributable to contributions made to
the Plan prior to January 1, 2002 and that is invested in the Common Stock fund
on December 31, 2001 shall be transferred to the Participant's ESOP Account
effective as of January 1, 2002.

SECTION 4. TRUSTEE OPTIONS

         The Trustee is authorized to purchase treasury or authorized but
unissued Common Stock of and from the Company, if offered by it, at the
applicable fair market value.

SECTION 5. CHANGING OF INVESTMENTS

         As to the investment of future contributions with respect to which the
Participant has investment discretion, the Participant shall have the right, at
any time, but not more often than once daily, to instruct the Trustee to change
the amounts to be invested in any Investment Option(s) for all his/her
contributions. A Participant shall instruct the Trustee pursuant to this Section
5 with regard to the investment of any portion of the Participant's Account
attributable to Transfer Contributions.

         Subject to Section 9 of Article III, Section 8 of Article IV and
Section 3 of this Article V, any amount that the Participant chooses to invest
in the Common Stock fund, pursuant to this Section 5, shall be held in the
Participant's Non-ESOP Account on and after January 1, 2002, subject to transfer
to the Participant's ESOP Account. Effective January 1, 2002, any such amount
invested in the Common Stock fund shall transfer to the Participant's ESOP
Account as of the first day of the Plan Year immediately succeeding the Plan
Year in which the investments were changed into the Common Stock fund. On and
after January 1, 2002, any amount that the Participant chooses to invest in any
Investment Option(s) other than the Common Stock fund, pursuant to this Section
5, shall be held in the Participant's Non-ESOP Account.

         All such directions to sell or to redeem securities held in the
Participant's Account or to reinvest the proceeds and all changed investment
directions shall become effective during the Transaction Period, as such term is
defined in Section 1 of Article XV. All such directions received and completed
prior to 4:00 p.m. Eastern Time on a day when both the Trustee and the New York
Stock Exchange are open for business shall be effective as of the close of the
business day of receipt of such directions. All such directions received and
completed after 4:00 p.m. Eastern Time on a day when both the Trustee and the
New York Stock Exchange are open for business shall be effective as of the
following day when both the Trustee and the New York Stock Exchange are open for
business.

                                       21


SECTION 6. EARNINGS FROM INVESTMENTS

         Except as provided in Section 6 of Article XVIII, earnings from the
Investment Options shall be reinvested in the Investment Option producing such
earnings.

                                       22


SECTION 7. UNINVESTED FUNDS UNDER INVESTMENT OPTIONS

         Any funds in the hands of the Trustee as to which the Participant has
instructed the Trustee to invest in any given Investment Option but which
temporarily remains uninvested may be held by the Trustee in cash. Shares of
Common Stock shall be in full shares only, with no fractional shares being
purchased or held. Amounts creditable to the Accounts of Participants which
cannot be invested in the Investment Option selected because such amounts are
insufficient to purchase a full share of Common Stock shall be temporarily held
pursuant to this Section 6 as uninvested funds for the benefit of the Account to
which such amount is allocable.

SECTION 8. SELECTION OF INVESTMENT OPTION

         The selection of an Investment Option by a Participant will be entirely
the responsibility of such Participant. Neither Trustee, the Committee, the
Company, nor any of its personnel shall be empowered to advise a Participant as
to the manner in which the amounts credited to any Account shall be invested.
The fact that a security is available to Participants for investment under this
Plan shall not be construed as a recommendation for the purchase of that
security, nor shall the designation of any Investment Option impose any
liability on the Trustee, the Committee, the Union, the Company, or any of its
personnel.

                                       23


                                   ARTICLE VI
                            VESTING OF CONTRIBUTIONS

SECTION 1. VESTING OF PARTICIPANT CONTRIBUTIONS

         A Participant shall have a nonforfeitable interest in his/her Account
balance to the extent that it is attributable to contributions made by him/her
or on his/her behalf including (but not limited to) Company Wage Reduction
Contributions (but not including Company Contributions), at all times (subject
to the terms and conditions of Articles IX and XI), and in all assets in his/her
Account attributable thereto.

SECTION 2. Vesting of Company Contributions and ESOP Contributions

         Company Contributions and ESOP Contributions, if any, shall become
Vested to the Participant on the date such Participant completes five (5) years
of Continuous Credited Service (Article II, Section 2). For Participants with
five (5) or more years of Continuous Credited Service, Company Contributions and
ESOP Contributions will become Vested immediately upon being placed in his/her
Account. Notwithstanding the foregoing, a Participant shall at all times be
Vested in any earnings and dividends paid on the investments of Unvested Company
Contributions and ESOP Contributions held in the Participant's Account. Full one
hundred percent (100%) vesting shall also occur upon attainment of the
Participant's Normal Retirement Date.

         Should a Participant terminate participation in the Plan by reason of
any of the following, all Company Contributions and ESOP Contributions will
become one hundred percent (100%) Vested to the Participant:

         (a)      Total and Permanent Disability

         (b)      Death

         (c)      Termination of the Plan, (or partial termination of the Plan
                  if the Participant is affected thereby), or

         (d)      Complete and final discontinuance of Company Contributions.

         If a Participant terminates employment at a time when his/her Company
Contributions and ESOP Contributions are Unvested, such Unvested contributions
shall be forfeited upon the earlier of (i) the distribution to the Participant
of the Vested portion of his/her Account or (ii) the close of five consecutive
Severance Periods after such termination of employment.

SECTION 3. VESTING OF RESTORED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

         A Participant who has restored previously forfeited ESOP Contributions
or Company Contributions (as described in Section 7 of Article XI) shall have
these restored ESOP Contributions and Company Contributions vest provided
restoration is made prior to the attainment of five (5) years Continuous
Credited Service by the Participant.

                                       24


                                   ARTICLE VII
                           SUSPENSION OF PARTICIPATION

SECTION 1. SUSPENSION RESULTING FROM JOB TRANSFER

         In the event that a Participant is transferred to a job with the
Company which renders such Participant ineligible to participate actively in
this Plan, then, in such event, such Participant's Active Participation shall be
deemed to be suspended. However, during the period of suspension the
Participant's Account shall continue to be vested as if no suspension had
occurred.

         Such suspension shall remain in effect until:

         (a)      the Participant is transferred to a job whereby he/she would
                  be re-eligible to be an active Participant in the Plan, or

         (b)      a termination occurs pursuant to Article XI of the Plan.

                                       25


                                  ARTICLE VIII
                 APPLICATION OF COMPANY CONTRIBUTIONS FORFEITED

SECTION 1. APPLICATION OF FORFEITURES

         All Company Contributions and ESOP Contributions forfeited in
accordance with Article VI, Section 2 shall be used to reduce the Company's
subsequent contributions to the Plan. However, such forfeited Company
Contributions and ESOP Contributions will be restored to the Participant's
Account should the Participant exercise restoration rights as defined in Section
7 of Article XI.

         In the event that the Plan is terminated, any forfeitures not
previously applied to reduce Company Contributions shall be credited (on the
basis of each individual Participant's current year Compensation as a ratio to
the total current year Compensation of all Participants) to the Accounts of all
Participants entitled to share in the allocation of Company Contributions at the
time of such termination.

SECTION 2. TREATMENT OF FORFEITED SECURITIES

         Forfeited securities shall be converted to cash and be invested by the
Trustee; such cash shall be applied to the reduction of the next contribution by
the Company.

         Upon forfeiture of a portion of the Company Contributions or ESOP
Contributions, the Trustee shall sell such amount of the securities allocated to
the Participant's Account as may be necessary to effect the forfeiture.

                                       26


                                   ARTICLE IX
                           WITHDRAWAL OF CONTRIBUTIONS

SECTION 1. WITHDRAWAL EVENTS

         No amount may be withdrawn by a Participant from Company Wage Reduction
Contributions, Company Contributions or ESOP Contributions earlier than the
occurrence of hardship (see Section 2 below) or one of the following events:

         (a)      the Participant's retirement, death, Total and Permanent
                  Disability, or termination of Employee status;

         (b)      termination of the Plan without establishment of a successor
                  plan;

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

         (d)      the sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation;

         (e)      the sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

         (f)      An Eligible Rollover Distribution by a Distributee to an
                  Eligible Retirement Plan in accordance with the provisions of
                  Article XI, Section 6.

SECTION 2. HARDSHIP WITHDRAWALS

         If a Participant requests a hardship withdrawal prior to the occurrence
of an event in Section 1 above, such request will require the consent of the
Committee and such consent shall be given only if, under uniform rules, the
Committee determines that

         (a)      the purpose of the withdrawal is to meet immediate and heavy
                  financial needs of the Participant,

         (b)      the amount does not exceed such financial need, and

         (c)      the amount of the withdrawal is not immediately available from
                  the resources of the Participant.

         A withdrawal made on account of hardship must be made first, from
Company Contributions and earnings (if Vested) and then only from Company Wage
Reduction Contributions of the Participant, and not from earnings credited
thereto.

                                       27


         Employees who make a hardship withdrawal may not make elective
contributions for the tax year following the tax year of distribution, greater
than the Code Section 402(g) limit minus the elective contributions for the year
of distribution.

SECTION 3. FREQUENCY OF WITHDRAWALS.

         Except for distribution at retirement, disability, or death, [Article
XI, Section 2(b)], withdrawals may not be made more frequently than once in any
twelve (12) month period.

                                       28


                                    ARTICLE X
                           DESIGNATION OF BENEFICIARY

         Each Participant must file with the Committee a written designation of
a Designated Beneficiary or Beneficiaries in the form prescribed by the
Committee with respect to all or part of the securities and cash held for the
account of such Participant. Such Designated Beneficiary shall be a
Participant's spouse or, if he/she has no spouse or his/her spouse consents (in
the manner hereinafter described in this Article) to the designation hereinafter
provided for in this Article, such person or persons other than, or in addition
to, his/her spouse as may be designated by a Participant as his/her death
beneficiary under the Plan. Such a designation may be made, revoked or changed
only by an instrument (in form acceptable to the Committee) which is signed by
the Participant, which includes his/her spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
spouse being named as the Participant's sole Beneficiary), and which is filed
with the Committee before the Participant's death. A spouse's consent required
by this Article shall be signed by the spouse, shall acknowledge the effect of
such consent, shall be witnessed by a member of the Committee or by a notary
public and shall be effective only with respect to such spouse. At any time when
all the persons designated by the Participant as his/her Designated Beneficiary
have ceased to exist, his/her Designated Beneficiary shall be his/her spouse or,
if he/she does not then have a spouse, the Participant's estate. If a
Participant has no spouse and he/she has not made an effective Beneficiary
designation pursuant to this Article, his/her Designated Beneficiary shall be
his/her estate.

                                       29


                                   ARTICLE XI
                          DISTRIBUTION OF CONTRIBUTIONS

SECTION 1. DISTRIBUTION UPON OCCURRENCE OF EVENTS

         Subject to the provisions of Section 3 of this Article, distributions
may be made to a Participant or the Designated Beneficiary, as the case may be,
upon the occurrence of the following stated events:

         (a)      Termination of a Participant's participation in the Plan, or
                  cessation of the Participant's right to share in the
                  allocation of the Company Contributions or ESOP Contributions
                  made to the Plan (other than a temporary cessation on account
                  of a temporary suspension of Participant contributions), or

         (b)      Termination of the Plan without establishment of a successor
                  plan, or

         (c)      The sale or other disposition by the Company to an unrelated
                  corporation, which does not maintain the Plan, of
                  substantially all of the assets used in a trade or business,
                  but only with respect to employees who continue employment
                  with the acquiring corporation, or

         (d)      The sale or other disposition by the Company of its interest
                  in a subsidiary to an unrelated entity which does not maintain
                  the Plan, but only with respect to employees who continue
                  employment with the subsidiary.

         Effective as of January 1, 1998, if the present value of any
         nonforfeitable accrued benefit, at the time of distribution or at the
         time of any subsequent distribution, exceeds $5,000 such benefit may
         not be immediately distributed without the consent of the Participant.

SECTION 2. Termination of a Participant's Active Participation in the Plan

         A Participant's Active Participation in the Plan will be terminated if
he/she:

         (a)      Voluntarily elects to cease contributions to the Plan,

         (b)      Terminates employment from the Company voluntarily or
                  involuntarily,

         (c)      Retires from the Company under one of its retirement programs,

         (d)      Suffers a Total and Permanent Disability,

         (e)      Dies.

         (f)      Becomes Vested in all Company Contributions and ESOP
                  Contributions in his/her Account and remains in a job whereby
                  he/she is ineligible to be an active Participant in the Plan.

                                       30


SECTION 3. DISTRIBUTION PRIOR TO VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

         If a Participant terminates employment with the Company, either
voluntarily or involuntarily, before the Company Contributions or ESOP
Contributions are Vested, the Participant will receive the then current market
value of the larger of:

         (a)      the Participant's Pre-Tax Savings Plan Contributions, plus all
                  earnings (not to exceed the current market value of the entire
                  Account), or

         (b)      the current market value of the entire Account less the
                  Unvested Company Contributions and Unvested ESOP
                  Contributions.

If a Participant, who remains an employee of the Company but is not at least age
59 1/2, voluntarily elects to withdraw from the Plan before any of the Company
Contributions or ESOP Contributions are Vested, he/she will receive the amount
described above in this Section 3, less the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount. Such Participant shall, upon
attainment of age 59 1/2, receive the then current market value of his/her
Pre-Tax Savings Plan Contributions subaccount.

SECTION 4. DISTRIBUTION AFTER VESTING OF COMPANY CONTRIBUTIONS AND ESOP
CONTRIBUTIONS

         Subject to Article XI, Section 1, if a Participant terminates
employment with the Company after Company Contributions and ESOP Contributions
are Vested, the Participant will receive the then current market value of the
entire Account when he/she elects to make a voluntary withdrawal.

         If a Participant, who remains an Employee of the Company but is not at
least age 59 1/2, voluntarily elects to withdraw from the Plan after Company
Contributions and ESOP Contributions are Vested, or remains in a job whereby
he/she is ineligible to be an active Participant in the Plan, he/she will
receive the amount described above in this Section 4, less the then current
market value of his/her Pre-Tax Savings Plan Contributions subaccount. Such
Participant shall, upon attainment of age 59 1/2, receive the then current
market value of his/her Pre-Tax Savings Plan Contributions subaccount. If a
Participant who remains employed by the Company and who has attained age 59 1/2,
voluntarily elects to withdraw from the Plan after he/she becomes Vested in
Company Contributions and ESOP Contributions credited to his/her Account, he/she
will receive the entire amount described in this Section 4 as if he/she had
terminated employment with the Company.

SECTION 5. DISTRIBUTION UPON RETIREMENT, DEATH OR DISABILITY

         If a Participant dies, retires or suffers a Total and Permanent
Disability, the Participant or Designated Beneficiary will receive the then
current market value of his/her Account. Distribution will not occur upon
retirement or Total and Permanent Disability in the event a Participant elects
to defer the commencement of distribution in accordance with Section 6 of this
Article.

                                       31


SECTION 6. DISTRIBUTION OF ACCOUNTS

         (a)      Form of Distribution of Accounts to a Participant During
                  His/Her Lifetime:

                  If a Participant terminates participation in the Plan, due to
                  a separation from service or, if earlier, age 59 1/2,
                  distribution shall be made, subject to other limitations of
                  this Plan, by one of the following methods as he/she shall
                  elect:

                  (1)      Payment in cash, or

                  (2)      If the Participant has selected one or more of the
                           Investment Options:

                           (i)      payment in cash,

                           (ii)     payment in securities held for the
                                    Participant's Account, or

                           (iii)    a combination of (i) and (ii) above at the
                                    option of the Participant.

         (b)      Distribution of Cash and/or Securities

                  Distribution of cash and/or securities to a Participant who
                  either (i) retires from the Company under one of its
                  retirement programs, (ii) suffers a Total and Permanent
                  Disability, or (iii) dies, or (iv) becomes Vested in all
                  Company Contributions and ESOP Contributions in his/her
                  Account and remains in a job whereby he/she is ineligible to
                  be an active Participant in the Plan, shall be made, at the
                  Participant's or Designated Beneficiary's option, in one of
                  the following forms:

                  (1)      A single distribution to be received within ninety
                           (90) days from the date the Participant terminated
                           participation in the Plan,

                  (2)      Two (2) installment distributions, with the first
                           installment to be at least fifty percent (50%) of the
                           Participant's Account balance (as determined in
                           Section 3, 4 or 5 of this Article) and to begin
                           within ninety (90) days from the date the Participant
                           terminated participation in this Plan, and the second
                           and final installment to include the remainder of the
                           Account balance and to be received within twenty-four
                           (24) months after the date the Participant terminated
                           participation in this Plan.

                  (3)      For events described in Section 1(c) or 1(d) of this
                           Article, distribution will be made in a lump sum as
                           provided by Section 401(k)(10) of the Code.

         Distribution of cash and/or securities to a Participant who voluntarily
elects to withdraw from the Plan or terminates employment from the Company,
voluntarily or involuntarily, shall be made in a single distribution to be
received within ninety (90) days from the date the Participant terminated
participation in the Plan.

                                       32


         Notwithstanding the foregoing, a Participant who retires from the
Company under one of its retirement programs (except a deferred vested pension)
may elect to defer the commencement of distribution and remain a Participant in
this Plan until no later than April 1 of the calendar year following the
calendar year in which he/she attains age 70-1/2.

         Should the Participant fail to select a form of distribution as
previously described, the final distribution will be made in a single
distribution as described in Section 6(b)(1) of this Article, in the form of
the Investment Option(s) then in the Account.

         If a Participant should die before (all) distribution(s) has (have)
been made, such distribution(s) shall be made to the Designated Beneficiary.

         (c)      Distribution in Case of the Death of a Participant While an
                  Employee

         In the event of the death of a Participant while an Employee,
distribution shall be made in accordance with Article X. Each Designated
Beneficiary shall make an appropriate election as provided in Section 6(b) of
this Article.

         If the Designated Beneficiary should die before the final distribution
has been made then such final distribution shall be made to the legally
appointed representative(s) of the Designated Beneficiary.

         (d)      Direct Rollover of Eligible Rollover Distributions

         This subsection 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 subsection, a Distributee,
as defined under paragraph (1)(iii) of this subsection, may elect, at the time
and in the manner prescribed by the plan administrator, to have any portion of
an Eligible Rollover Distribution, as defined under paragraph (1)(i) of this
subsection, paid directly to an Eligible Retirement Plan, as defined under
paragraph (1)(ii) of this subsection, specified by the Distributee in a Direct
Rollover, as defined under paragraph (1)(iv) of this subsection.

                  (1)      Definitions

                           (i)      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 any distribution to the extent such
                                    distribution is required under section
                                    401(a)(9) of the Code, any distribution that
                                    is one of a series of substantially equal
                                    periodic payments (paid not less frequently
                                    than annually) over the life (or life
                                    expectancy) of the distributee or the joint
                                    lives (or life expectancies) of the
                                    distributee and a designated beneficiary or
                                    for a specified period of ten years or more,
                                    the portion of any distribution that is not
                                    includible in gross income, such other
                                    amounts specified in

                                       33


                                    Treasury regulations and rulings, notices or
                                    announcements issued under Section 402(c) of
                                    the Code, and, effective January 1, 1999,
                                    any "hardship" distribution (as defined in
                                    Code Section 401(k)).

                           (ii)     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.

                           (iii)    Distributee: A Distributee includes a
                                    Participant or the Participant's surviving
                                    spouse or Participant's former spouse who is
                                    the alternate payee under a qualified
                                    domestic relations order, as defined in
                                    section 414(p) of the Code.

                           (iv)     Direct Rollover: A Direct Rollover is a
                                    payment by the Plan to the Eligible
                                    Retirement Plan specified by the
                                    Distributee.

         (e)      Miscellaneous Provisions Relating to Distributions

                  Any distribution to which a Participant or the Designated
                  Beneficiary may be entitled shall have deducted therefrom all
                  incident expenses and/or taxes.

                  The Committee shall be notified upon forms prescribed by it as
                  to all actions which are to be taken under this Section by a
                  Participant or Designated Beneficiary.

                  The Trustee shall be notified in writing by the Committee
                  concerning any action required by the Trustee to be taken
                  under this Section.

                  Unless the Participant elects otherwise, in no event shall any
                  retirement, death, or disability benefit commence later than
                  the sixtieth (60th) day after the latest of the close of the
                  Plan Year in which (1) occurs the date on which the
                  Participant attains the earlier of age 65 or the normal
                  retirement age specified hereunder (if other than 65) (whether
                  or not by reason of reference to the Company's retirement
                  programs), (2) occurs the tenth anniversary of the year in
                  which the Participant commenced participation in the Plan, or
                  (3) the Participant terminates service with the Company.

         (f)      Provision Pursuant to Code Section 401(a)(9)

                                       34


                  All distributions required under this Article XI shall be
                  determined and made in accordance with the proposed
                  regulations under Code Section 401(a)(9) including the minimum
                  distribution incidental benefit requirement of section
                  1.401(a)(9)-2 of the proposed regulations, as may be amended
                  or promulgated from time to time.

                  (1)      Notwithstanding any other provision of the Plan, for
                           individuals who are five percent (5%) owners (as
                           defined in Section 416 of the Code) or who attain age
                           seventy and one-half (70 1/2) in Plan Years prior to
                           2003, the entire interest of each such Participant
                           under the Plan shall be distributed, commencing not
                           later than April 1 of the calendar year following the
                           calendar year in which he/she attains age seventy and
                           one-half (70 1/2).

                           For individuals who are not five percent (5%) owners
                           (as defined in Section 416 of the Code) and who
                           attain age seventy and one-half (70 1/2) in Plan
                           Years after 2002, the entire interest of each such
                           Participant in the Plan shall be distributed to
                           him/her by April 1 of the calendar year following the
                           later of either:

                           (i)      the calendar year in which the Employee
                                    attains age seventy and one-half (70 1/2),
                                    or

                           (ii)     the calendar year in which the Employee
                                    retires.

                  Such distribution shall be (1) in accordance with regulations
                  prescribed by the Secretary of the Treasury, over the life of
                  such Participant and his/her Designated Beneficiary, or (2) in
                  accordance with such regulations, over a period not extending
                  beyond the life expectancy of such Participant or the life
                  expectancy of such Participant and his/her Designated
                  Beneficiary.

                  (2)      If distribution of a Participant's interest under the
                           Plan has begun in accordance with paragraph (1) of
                           this subsection and such Participant dies before
                           his/her entire interest has been distributed to
                           him/her, the remaining portion of such interest shall
                           be distributed to his/her Designated Beneficiary at
                           least as rapidly as under the method of distribution
                           being used under such paragraph (1) as of the date of
                           his/her death.

                  (3)      If a Participant dies before the distribution of
                           his/her interest under the Plan has begun in
                           accordance with paragraph (1) of this subsection, the
                           entire interest of the Participant shall be
                           distributed to his/her Designated Beneficiary within
                           five (5) years after such Participant's death;
                           provided, however, that such five-year rule shall not
                           be applicable to any portion of the Participant's
                           interest under the Plan which is payable to any
                           individual designated by the Participant as his/her
                           Designated Beneficiary if:

                                       35


                           (i)      such portion will be distributed (in
                                    accordance with regulations prescribed by
                                    the Secretary of the Treasury) over the life
                                    of such Designated Beneficiary, and

                           (ii)     such distributions to such Designated
                                    Beneficiary begin not later than one year
                                    after the date of the Participant's death or
                                    such later date as the Secretary of the
                                    Treasury may by regulations prescribe or, if
                                    such Designated Beneficiary is the
                                    Participant's surviving spouse, not later
                                    than the date on which the Participant would
                                    have attained age 70-1/2.

                  (4)      If the Participant's surviving spouse is his/her
                           Designated Beneficiary and such spouse dies before
                           the distributions to such spouse begin, paragraph (3)
                           shall be applied as if the surviving spouse were the
                           Participant.

                  (5)      Under regulations prescribed by the Secretary of the
                           Treasury, for purposes of this subsection, any amount
                           paid to a child shall be treated as if it had been
                           paid to the surviving spouse if such amount will
                           become payable to the surviving spouse upon such
                           child reaching majority (or other designated event
                           permitted under such regulations).

SECTION 7. RESTORATION OF FORFEITED COMPANY CONTRIBUTIONS AND ESOP CONTRIBUTIONS

         Each Participant who has forfeited any Company Contributions or ESOP
Contributions has the right to gain restoration of the forfeited Company
Contributions and ESOP Contributions. A Participant who (i) terminates
participation in this Plan pursuant to Sections 2(a), (b) or (c) of this Article
XI, (ii) ceases to be an Employee of the Controlled Group, (iii) forfeits his
Unvested Company Contributions and ESOP Contributions pursuant to clause (i) of
the third paragraph of Section 2 of Article VI and (iv) subsequently becomes
rehired by the Controlled Group, will have the right within the earlier of (1)
five (5) years after re-employment or (2) the close of five (5) consecutive
Severance Periods commencing after the date of distribution, to restore to the
Account the dollar value of the previously forfeited Company Contributions and
ESOP Contributions by contributing back to the Account the total lump sum amount
(dollar value as of the date of distribution) of the distribution which caused
the forfeiture.

SECTION 8. DETERMINATION OF VALUE

         Determinations of value hereunder shall be made pursuant to an annual
valuation by the Trustee at the fair market value as of the close of business on
the annual valuation date to be established by the Trustee. If no such date is
established, the annual valuation date shall be the last day of the Plan Year.
Interim valuations, or partial valuations of one or more of the investment
funds, may occur upon the direction of the Committee. The then current value of
a Participant's Account, or any part thereof, as of any date, shall be
determined by reference to the valuation (whether or not the annual valuation)
coincident with or last preceding the date as of which such Account is to be
valued.

                                       36


                                   ARTICLE XII
                         MAXIMUM CONTRIBUTION LIMITATION

SECTION 1. PROVISION PURSUANT TO CODE SECTION 415(c)

         (a)      MAXIMUM ANNUAL ADDITION: The "annual addition" to a
                  Participant's Account shall not exceed the lesser of (i)
                  $30,000 (as adjusted, effective January 1, 1995, pursuant to
                  Section 415(d) of the Code) or (ii) twenty-five percent (25%)
                  of the Participant's Compensation (as defined in paragraph (d)
                  below) for that Plan Year. The Compensation limitation in
                  (a)(ii) above shall not apply to amounts treated as Annual
                  Additions under Sections 415(l)(1) or 419A(f)(2) of the Code.

                  The term "annual addition" means the amount allocated to a
                  Participant's Account during the limitation year (as
                  hereinafter defined) that constitutes:

                  1.       Forfeitures;

                  2.       all Employee contributions;

                  3.       amounts allocated to an individual medical account,
                           as defined in section 415(1)(2) of the Code, which is
                           part of a pension or annuity plan maintained by the
                           Company are treated as annual additions to a defined
                           contribution plan. Also amounts derived from
                           contributions paid or accrued which are attributable
                           to post-retirement medical benefits, allocated to the
                           separate account of a key employee, as defined in
                           section 419A(d)(3) of the Code, under a welfare
                           benefit fund, as defined in section 419(e) of the
                           Code, maintained by the Company are treated as annual
                           additions to a defined contribution plan; and

                  4.       all Company Contributions

                  Any amount which may be excluded from the computation of
                  annual additions under Treas. Reg. 1.415-6 shall be excluded
                  from such computation.

                  In addition, all defined contribution plans of the Company,
                  terminated or not, shall, for purposes of these limitations,
                  be considered as one Plan.

         (b)      LIMITATION YEAR: For purposes of determining "annual
                  additions", the Limitation Year shall be the Plan Year.

         (c)      In the case of a group of Companies which constitutes a
                  controlled group of corporations (as defined in Section
                  1563(a) of the Code), all such Companies shall be considered a
                  single Company or employer for purposes of applying the
                  limitation of Section 415 of the Code.

         (d)      COMPENSATION. For purposes of this Section 1, Compensation
                  shall mean compensation within the meaning of Section
                  415(c)(3) of the Code and the

                                       37


                  regulations thereunder. For limitation years beginning on and
                  after January 1, 2001, for purposes of applying the
                  limitations described in this section, compensation paid or
                  made available during such limitation years shall include
                  elective amounts that are not includible in the gross income
                  of the employee by reason of Section 132(f)(4) of the Code.

         (e)      ADJUSTMENT FOR EXCESSIVE CONTRIBUTION. If, as a result of the
                  allocation of forfeitures, a reasonable error in estimating a
                  Participant's Compensation, or under other facts and
                  circumstances provided for under Treasury Regulation 1.415-
                  6(b)(6), the annual addition to a Participant would exceed the
                  maximum provided in this Section 1, the administrator shall
                  return any voluntary Participant contributions credited for
                  the Limitation Year to the extent the return would reduce the
                  excess amounts in the Participant's Accounts; to the extent
                  excess amounts continue to exist, the excess amounts shall be
                  allocated and reallocated to other Participants in the Plan.
                  However, if such allocation or reallocation of the excess
                  amounts causes the limitations of Section 415 to be exceeded
                  with respect to each Plan Participant for the Limitation Year,
                  then such amounts shall be held unallocated in a suspense
                  account (the "Section 415 Suspense Account"). If a Section 415
                  Suspense Account is in existence at any time during a
                  particular Limitation Year, other than the Limitation Year
                  described in the preceding sentence, all amounts in the
                  Section 415 Suspense Account shall be allocated and
                  reallocated (subject to the limitations of Section 415) before
                  any contributions by the Company which would constitute annual
                  additions may be made to the Plan for that Limitation Year.
                  The Section 415 Suspense Account shall not share in any
                  earnings or losses of the Trust Fund.

SECTION 2. PROVISION PURSUANT TO SECTION 415(e) OF THE CODE

         This Section 2 shall not apply after December 31, 1999.

         (a)      Except as otherwise provided in Section 415(e) of the Code, in
                  any case in which an individual is a participant in both a
                  defined benefit plan and a defined contribution plan
                  maintained by the Affiliated Group, the sum of the defined
                  benefit plan fraction and the defined contribution plan
                  fraction for any Plan Year commencing on or after the
                  Effective Date shall not exceed 1. For purposes of the
                  preceding sentence,

                  (1)      the defined benefit plan fraction for any Plan Year
                           is a fraction (i) the numerator of which is the
                           projected annual benefit of the participant under the
                           plan (determined as of the close of the Plan Year),
                           and (ii) the denominator of which is the lesser of
                           (A) the product of 1.25, multiplied by the dollar
                           limitation in effect under Section 415(b)(1)(A) of
                           the Code for such Year, or (B) the product of 1.4,
                           multiplied by the amount which may be taken into
                           account under Section 415(b)(l)(B) of the Code with
                           respect to such participant under the plan for such
                           Year; and

                                       38


                  (2)      the defined contribution plan fraction for any Plan
                           Year is a fraction (i) the numerator of which is the
                           sum of the annual additions to the participant's
                           account as of the close of the Plan Year and for all
                           prior Plan Years, and (ii) the denominator of which
                           is the sum of the lesser of the following amounts
                           determined for such Plan Year and for each prior Plan
                           Year of service with the Affiliated Group;

                           (A)      the product of 1.25, multiplied by the
                                    dollar limitation in effect under Section
                                    415(c)(1)(A) of the Code for such Plan Year,
                                    or

                           (B)      the product of 1.4, multiplied by the amount
                                    which maybe taken into account under
                                    Section-415(c)(1)(B) of the Code with
                                    respect to such participant under such plan
                                    for such Plan Year.

         (b)      Such reductions as are necessary to comply with the
                  limitations of this Section with respect to a Participant in
                  this Plan shall be made in his/her accrued benefit in
                  accordance with applicable law; provided, however, that
                  reductions shall first be made in accrued benefits in
                  accordance with the provisions of any defined contribution
                  plan of a controlled group member in which the Participant
                  also participates prior to reduction in annual additions
                  pursuant to a defined benefit plan, and to that end the
                  Company shall reduce such accrued benefits to the extent
                  necessary so that the defined contribution fraction set forth
                  in Subsection (a) (1) of this Section is reduced so that such
                  limitations are not exceeded, and reduction of annual
                  additions shall then be made in accordance with the provisions
                  of this Plan as are necessary to comply with the limitations
                  of this Section.

SECTION 3. ANTI-DISCRIMINATION TEST

         Notwithstanding the terms of the Plan, the Pre-tax Savings Plan
Contributions of a Participant shall be limited, to the extent necessary to
satisfy the anti-discrimination tests set forth in Code Section 401(k)(3). For
each Plan Year the Average Actual Deferral Percentage for the Highly Compensated
Employees with respect to any Plan Year shall not exceed the greater of (a) or
(b):

         (a)      The average Actual Deferral Percentage for the Eligible
                  Employees who are Non- Highly Compensated Employees for the
                  Plan Year multiplied by 1.25, or

         (b)      The Actual Deferral Percentage for the Eligible Employees who
                  are Non-Highly Compensated Employees multiplied by 2;
                  provided, however, that the Average Actual Deferral Percentage
                  for the Highly Compensated Employees may not exceed the Actual
                  Deferral Percentage for the Eligible Employees who are
                  Non-Highly Compensated Employees by more than two (2)
                  percentage points (or such lesser amount as determined by the
                  Secretary of Treasury).

         If, at any time during a Plan Year, the Actual Deferral Percentage for
the Highly Compensated Employees exceeds or is reasonably expected by the
Committee to exceed the

                                       39



greater of (a) or (b) above, then the Committee, in its sole and absolute
discretion, shall distribute the Excess Contributions (as hereinafter defined)
and income allocable to the contributions to the Highly Compensated Employees on
whose behalf such Excess Contributions were made. For purposes of this Section
3, Excess Contributions shall mean the amount determined pursuant to Section
401(k)(8)(B) of the Code. A Participant's Excess Contribution shall be reduced,
as determined by Secretary of the Treasury, by the amount of any Excess
Deferrals which are distributed to the Participant pursuant to Section 1 of
Article III. Any distribution of the Excess Contributions shall be made to each
Highly Compensated Employee based on his respective portion of the Excess
Contributions by reducing the amount of Pre-Tax Savings Plan Contributions
actually paid over to the Trust on behalf of the Employee whose Pre-Tax Savings
Plan Contribution is the greatest of the Highly Compensated Employees until such
Participant's Pre-Tax Savings Plan Contribution is equal to the Actual Deferral
Percentage of the Highly Compensated Employees whose Pre-Tax Savings Plan
Contribution is the second greatest and continuing to prospectively reduce the
amount of Company Contributions to be paid over to the Trust on behalf of the
Highly Compensated Employees in a like manner until the Pre-Tax Savings Plan
Contribution of the Highly Compensated Employees equals (by rounding up) for the
Plan Year the greater of (a) or (b) above.

         The income allocable to a Participant's Excess Contributions shall be
determined by multiplying the income allocable to the Participant's Pre-tax
Savings Plan Contribution by a fraction, the numerator of which is the
Participant's Excess Contribution and the denominator of which is the
Participant's balance in his Company Wage Reduction Contribution Account as of
the last day of the Plan Year.

         The Excess Contributions which would otherwise be distributed to the
Participant shall be adjusted for income; shall be reduced, in accordance with
regulations, by the amount of Excess Deferrals distributed to the Participant;
shall, if there is a loss allocable to the Excess Contributions, in no event be
less than the lesser of the Participant's Accounts under the Plan or the
Participant's Company Wage Reduction Contribution for the Plan Year.

         Amounts distributed under this Section 3 shall be treated as a
reduction in the amount of Compensation to be reduced pursuant to Section 1 of
Article III by each Participant.

         In calculating the actual deferral percentage for purposes of section
401(k), the actual deferral ratio of a Highly Compensated Employee will be
determined by treating all cash or deferred arrangements under which the Highly
Compensated Employee is eligible (other than those that may not be permissively
aggregated) as a single arrangement.

         This paragraph shall apply until January 1, 1997. In the case of a
Highly Compensated Employee who is one of the ten most Highly Compensated
Employees and is thereby subject to the family aggregation rules of section
414(q)(6), the actual deferral ratio (ADR) for the family group (which is
treated as one Highly Compensated Employee) is the ADR determined by combining
the elective contributions, compensation and amounts treated as elective
contributions of all eligible family members. Except to the extent taken into
account in the preceding sentence, the elective contributions, compensation, and
amounts treated as elective contributions

                                       40


of all family members are disregarded in determining the Actual Deferral
Percentages for the groups of Highly Compensated Employees and nonhighly
compensated employees.

         This paragraph shall apply until January 1, 1997. In the case of a
Highly Compensated Employee whose ADR is determined under the family aggregation
rules, the determination of the amount of excess contributions shall be made as
follows: The ADR is reduced in accordance with the "leveling" method described
in section 1.401(k)-1(f)(2) of the regulations and the excess contributions are
allocated among the family members in proportion to the contributions of each
family member that have been combined.

         Failure to correct Excess Contributions by the close of the Plan Year
following the Plan Year for which they were made will cause the Plan to fail to
satisfy the requirements of Code Section 401(k)(3) for the Plan Year for which
the Excess Contributions were made and for all subsequent years they remain in
the Trust Fund. The Company will be liable for a ten percent (10%) excise tax on
the amount of Excess Contributions unless they are corrected within two and
one-half (2 1/2) months after the close of the Plan Year for which they were
made.

         To the extent required by the Code and Treasury Regulations, the
limitations set forth in Section 2 shall be applied separately to each of the
Non-ESOP Feature and the ESOP Feature. Notwithstanding the foregoing, for
purposes of applying this Section 3 for any Plan Year in which

         (a)      the ESOP Feature is maintained, and

         (b)      the requirements of Sections 401(k)(12) and 401(m)(11) of the
Code are not satisfied

         a single Actual Deferral Percentage will be calculated for the group of
eligible Employees who are Highly Compensated Employees and a single Actual
Deferral Percentage will be calculated for the group of Eligible Employees who
are Non-Highly Compensated Employees for the Plan Year, notwithstanding the
existence of the ESOP portion of the Plan and the disaggregation rules of
Treasury Regulation Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2), by reason
of the fact that, notwithstanding the ESOP, all Pre-Tax Savings Plan
Contributions made in such Plan Year are allocated to the Pre-Tax Savings Plan
Contribution subaccount of the Participant's Non-ESOP Account in such Plan Year
(including any Pre-Tax Savings Plan Contributions that are invested in Common
Stock) and such account is not part of the ESOP, and all Company Contributions
made in such Plan Year are allocated to the Company Contribution subaccount of
the Participant's Non-ESOP Account in such Plan Year (including any Company
Contributions that are invested in Common Stock) and such account is not part of
the ESOP.

                                       41


                                  ARTICLE XIII
                                    RESERVED

                                       42


                                   ARTICLE XIV
                           ADMINISTRATION OF THE PLAN

SECTION 1.  SAVINGS PLAN COMMITTEE

         The Plan shall be administered by the Defined Contribution Plan
Committee which shall be appointed by the Board of Directors of the Company.

         The Committee shall consist of at least three (3) members who shall be
designated from time to time by the Board of Directors of the Company, and shall
act by at least a majority of members.

         The Committee, by a majority vote of its members, shall appoint a plan
administrator, chairman and secretary. The plan administrator as appointed by
the Committee shall be the "Named Fiduciary" of the Plan with respect to
administrative matters, and the Trustee shall be the "Named Fiduciary" with
respect to the handling of Plan assets.

         The Board of Directors shall, from time to time, notify the Trustee of
the number and the identity of the members of the Committee and the Trustee
shall be entitled to rely upon such notices.

SECTION 2.  Administration of the Plan by the Committee

         The Committee shall adopt such uniform and nondiscriminatory
administrative regulations under the Plan as it shall deem to be necessary or
appropriate for the efficient administration of the Plan.

         The Committee shall have sole and absolute discretion to interpret the
provisions of the Plan or Trust Agreement (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan or Trust Agreement),
to make factual findings with respect to any issue arising under the Plan, to
determine the rights and status under the Plan of Participants and other
persons, to decide disputes arising under the Plan and to make any
determinations and factual and other findings with respect to the benefits
payable thereunder and the persons entitled thereto as may be required for the
purposes of the Plan. In furtherance of, but without limiting, the foregoing,
the Committee is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Committee):

         (a)      to resolve questions (including factual questions) arising
                  under the provisions of the Plan as to any individual's
                  entitlement to become a Participant;

         (b)      to determine the amount of benefits, if any, payable to any
                  person under the Plan (including, to the extent necessary,
                  making any factual findings with respect thereto); and

                                       43


         (c)      to conduct the review procedure specified in Section 3(g) of
                  this Article.

         The Committee shall have full power and authority to administer the
Plan and to interpret its provisions, and its interpretations shall be final and
binding upon the Company, its personnel, the Union, the Trustee and all other
parties in interest, subject to the provisions of Section 3 of this Article.

SECTION 3.  Fiduciary Provisions

         (a)      Named Fiduciaries

                  Among the named fiduciaries under the Plan shall be the
                  Company, and the Trustee, investment advisors or insurance
                  companies, each of which shall have such powers, duties,
                  responsibilities and authority as shall be specified in the
                  Plan or trust agreement entered into for the purpose of
                  managing the Trust Fund, subject to any delegation thereof as
                  provided in the Plan or such trust agreement. Any other
                  person, entity, committee, board, department, office, or
                  identifiable part of any legal entity may be designated by the
                  Company as a named fiduciary by an instrument signed by the
                  Company, delivered to such designated named fiduciary and to
                  the Trustee and accepted in writing by the designated named
                  fiduciary. Any such designation may be terminated at any time
                  by the Company or by such named fiduciary by written notice
                  delivered to the other of them and to the Trustee.

         (b)      Liability of Fiduciaries

                  To the extent permitted by law, (1) neither the Company nor
                  any director, officer, or Employee shall be personally liable
                  upon any contract or other instrument made or executed by
                  him/her or it or in his/her or its behalf in the
                  administration of the Plan or the Trust Fund; (2) neither the
                  Company nor any director, officer, or Employee who is a
                  fiduciary shall be liable for the neglect, omission or
                  wrongdoing of any other fiduciary; (3) the Company, person,
                  committee or board and each member thereof to whom the Company
                  delegates (or the Plan or trust agreement assigns) any duty
                  with respect to the Plan or Trust Fund, may rely and shall be
                  fully entitled to act upon the advice of counsel, who may be
                  of counsel for the Company, and upon the opinion, certificate,
                  valuation, report, recommendation or determination of an
                  actuary appointed by the Company to assist in the operation of
                  the Plan; (4) the Company and each director, officer, or
                  Employee who is a fiduciary shall be solely responsible for
                  his/her own acts or omissions; and (5) if any responsibility
                  of the Company or of a director, officer, or Employee who is a
                  fiduciary is allocated to any other person or if a person is
                  designated to carry out any responsibility in accordance with
                  the provisions of the Plan or trust agreement, then such
                  fiduciary shall not be responsible for any act or omission of
                  such person in carrying out such responsibility.

                                       44


         (c)      Delegation of Fiduciary Duties

                  The Company may delegate to any person, entity, committee,
                  board, department, office, or identifiable part of any legal
                  entity any one or more powers, functions, duties or
                  responsibilities with respect to the Plan or the Trust Fund,
                  provided that no such power, function, duty or responsibility
                  which is assigned to a fiduciary (other than the Company)
                  pursuant to some other Section of the Plan or the trust
                  agreement shall be so delegated without the written consent of
                  such fiduciary.

                  Any delegation pursuant to the preceding provisions: (1) shall
                  be signed by the Company and be delivered to and accepted in
                  writing by the delegate, (2) shall contain such provisions and
                  conditions relating to such delegation as the Company deems
                  appropriate, (3) may be amended from time to time by written
                  agreement signed on behalf of the Company and the delegate and
                  (4) may be revoked (in whole or in part) at any time by
                  written notice from the Company delivered to the delegate or
                  from the delegate to the Company.

         (d)      Personal Liability of Non-Fiduciaries

                  Except for gross neglect or malfeasance, no non-fiduciary
                  officers, directors or Employees of the Company shall be
                  personally liable for acts done hereunder or related hereto,
                  or for the making, retention or sale of any contract or
                  contracts made as herein provided, or for the failure to
                  invest or reinvest any funds or for any loss to or diminution
                  of the Trust Fund, nor shall any of them be personally liable
                  for or answerable to any Participant or any other person in
                  connection with any exercise of discretion under the terms of
                  this instrument relating to the payment or non-payment of
                  benefits.

         (e)      Defense of Fiduciaries and Non-Fiduciaries

                  The Company shall, at its expense, defend or provide for the
                  defense of any or all fiduciary or non-fiduciary officers,
                  directors or employees of the Company against any such claims,
                  allegations, suits, or charges relating to or incidental to
                  the above matter, and shall continue to do so in any given
                  cases, unless and until it shall clearly appear that gross
                  neglect or malfeasance is involved in any such particular
                  case.

         (f)      Claims for Benefits

                  Claims for benefits from this Plan shall be submitted to the
                  designated representative of the Committee on such forms as
                  may be designated by the Committee.

         (g)      Appeals Procedure

                                       45


                  Upon the denial of any form of benefit, either partial or
                  total, the Participant or Designated Beneficiary shall have
                  the right to receive from the Committee a written notice
                  stating:

                  (1)      The specific reason for denial,

                  (2)      The pertinent Section of the Plan on which the denial
                           was based,

                  (3)      Other information the Committee may feel necessary to
                           explain the denial, and

                  (4)      An explanation of the claims review procedure.

                  The Participant, Designated Beneficiary or a duly authorized
                  representative, may, within ninety (90) days of such denial,
                  file with the Plan Administrator an appeal for review of
                  denial of benefits. In considering any appeal pursuant to this
                  Section 3(g), the Plan Administrator shall have the same
                  powers to interpret the Plan and make factual findings with
                  respect thereto as are granted to the Committee under Section
                  2 hereof. The Participant, Designated Beneficiary or duly
                  authorized representative shall have the right to examine all
                  pertinent documents relating to the original denial within
                  sixty (60) days of the filing date of such appeal, the
                  Committee shall review such appeal and provide the Participant
                  a decision as to denial or approval. Such decision shall be in
                  writing and shall cover all pertinent facts considered in
                  making the decision.

SECTION 4.  ACTION BY THE COMPANY

         Any action by the Company under this Plan shall be made pursuant to
authorization of its Board of Directors.

SECTION 5.  DELEGATION OF TRUSTEE'S FUNCTIONS

         The Trustee and the Committee may, by agreement in writing, arrange for
the delegation by the Trustee to the Company of any of the functions of the
Trustee, except the custody and distribution of assets, the voting of Common
Stock held by the Trustee, and the purchase and sale or redemption of
securities.

SECTION 6.  DUTIES OF THE TRUSTEE

         The Trustee shall keep accurate and detailed accounts of all
investments, receipts and disbursements and other transactions.

         The Trustee shall annually, following the close of each Plan Year,
revalue and adjust each Participant's Account at its current market value at the
end of the Plan Year.

         The Trustee shall furnish at least annually to each Participant a
statement showing the status of his/her Account under the Plan. This statement
shall be deemed to have been accepted

                                       46


as correct unless written notice to the contrary is received by the Trustee
within thirty (30) days after its mailing or delivery (if distribution is other
than by mail) to a Participant.

SECTION 7.  ACCOUNTS OF THE TRUSTEE

         The annual financial statement of the Plan shall be audited annually by
auditors selected by the Company.

SECTION 8.  RECORDS

         The records of the Trustee, Committee and the Company shall be
conclusive with respect to all matters involved in the administration of this
Plan.

SECTION 9.  VOTING OF COMMON STOCK

         (a)      Each Participant shall have the right to direct the Trustee as
                  to the manner in which voting rights with respect to shares of
                  Common Stock held in the Participant's Account shall be
                  exercised.

         (b)      In order to implement the voting rights granted in this
                  Section, the Company shall furnish to the Trustee such
                  information as will be distributed to shareholders of the
                  Company in connection with each such vote and a form for the
                  use by Participants in directing the Trustee as to the manner
                  in which voting rights shall be exercised (the "Documents"),
                  in quantities approximately equal to the number of
                  Participants holding shares of Common Stock in Accounts at the
                  time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each
                  Participant the Documents as soon as practicable following the
                  furnishing of the Documents to the Trustee. The Trustee will
                  follow the written directions of each Participant with respect
                  to the voting of the shares of Common Stock held in such
                  Participant's Account, provided that such written directions
                  are received by the Trustee by the close of business two (2)
                  days prior to the time such shares must be voted. Any such
                  written direction by a Participant to the Trustee shall be
                  effective as of the date such direction is received by the
                  Trustee. Each Participant shall be permitted to revoke or
                  change such direction, provided such revocation or change is
                  received in writing by the Trustee by the close of business
                  two (2) days prior to the time such shares of Common Stock
                  must be voted.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 9(b) of this Article, the Trustee
                  shall vote all shares of Common Stock held in such
                  Participant's Account in the same manner in which the Trustee
                  is directed by Participants, pursuant to Section 9(b) of this
                  Article, to vote the majority of the aggregate shares of
                  Common Stock held in such Participants' Accounts unless the
                  Trustee is required, by ERISA, to vote the stock in a
                  different manner.

                                       47


         (d)      The right granted to each Participant pursuant to this Section
                  9 to direct the manner in which shares of Common Stock
                  allocated to such Participant's Account are voted, and the
                  provisions instructing the Trustee regarding the manner in
                  which voting rights with respect to such shares shall be
                  exercised in the absence of written directions from a
                  Participant, shall include the manner in which the rights with
                  respect to corporate action by shareholder consent is
                  exercised.

         (e)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Documents and to
                  exercise all of the rights granted to each such Participant
                  pursuant to this Section 9 in the event of the death of such
                  Participant.

SECTION 10. NOTICES

         All notices, reports and statements given, made, delivered or
transmitted to a Participant shall be duly given, made, delivered or transmitted
as the Committee may deem appropriate.

         All directions, notices and other communications from Participants to
the Committee shall be in such form as may be prescribed by the Committee.

         Such written directions, notices and other communications shall be
mailed by first class mail or delivered to the secretary of the Committee and
shall be deemed to have been given when received by the secretary or his/her
duly authorized representative.

SECTION 11. COSTS AND EXPENSES

         Except as provided in Article XV Section 3 with respect to transaction
expenses, all costs and expenses incurred in the administration of the Plan
shall be paid by the Company; provided, however, that any taxes which may be
imposed on the income or the assets of the trust shall be paid out of the assets
in the hands of the Trustee and shall be charged ratably against the Accounts of
the Participants. Notwithstanding the foregoing, any taxes incurred by reason of
specific investments or transactions shall be charged against those Accounts of
the Participants which were involved in such investments or transactions on the
basis of the respective interests of such Accounts in the investments or
transactions generating such tax liability.

SECTION 12. MISCELLANEOUS

         (a)      Construction Of Agreement

                  The Plan shall be governed by and construed in accordance with
                  the laws of the State of Ohio, to the extent those laws have
                  not been superseded by Federal law (which shall otherwise
                  apply).

         (b)      Participant's Rights

                  Participation in the Plan by a Participant shall in no way
                  affect any of the Company's rights as contained in the Basic
                  Labor Agreement between the Company and the Union.

                                       48


         (c)      Headings

                  The headings and captions contained in this document are for
                  convenience of reference only, and are not deemed to
                  constitute a part of the Plan.

         (d)      Against Public Policy

                  Should any provision (or part of any provision) of this Plan
                  be determined by a court of competent jurisdiction to be
                  contrary to law or unenforceable as a matter of public policy,
                  such provision shall be considered severable, and this Plan
                  shall be considered not to include the provision in issue. The
                  Plan shall be construed by the Committee, by the Plan
                  Administrator, and all other persons relying on this document
                  as though such provision (or part thereof) did not exist, and
                  the Plan shall be applied and enforced in the manner
                  determined by the Plan Administrator to be most nearly
                  consistent with the deleted provision as is permissible under
                  law and public policy.

         (e)      Certain Reversions to the Company Permitted

                  Reversions of contributions to the Company will be permitted
                  to the extent provided by Section 403(c) of ERISA.

                  Any contribution made by the Company because of a mistake of
                  fact must be returned to the Company within one year of the
                  contribution.

                  In the event the deduction of a contribution made by the
                  Company is disallowed under section 404 of the Code, such
                  contribution (to the extent disallowed) must be returned to
                  the Company within one year of the disallowance of the
                  deduction.

                  In the event that the Commissioner of Internal Revenue
                  determines that the plan is not initially qualified under the
                  Internal Revenue Code, any contribution made incident to that
                  initial qualification by the Company must be returned to the
                  Company within one year after the date the initial
                  qualification is denied, but only if the application for the
                  qualification is made by the time prescribed by law for filing
                  the Company's return for the taxable year in which the plan is
                  adopted, or such later date as the Secretary of the Treasury
                  may prescribe.

         (f)      Payment to Minor or Incompetent Person

                  In the event that any benefit payable under this Plan is
                  payable to or for the benefit of a minor, an incompetent
                  person, or other person incapable of receipting therefor, such
                  benefit shall be deemed paid when paid to such person's
                  guardian or to the party providing or reasonably appearing to
                  provide for the care of such person, and such payment shall
                  fully discharge the Trustee, the Plan Administrator, the
                  Company and all other parties with respect thereto.

                                       49


         (g)      Forfeiture if Participant or Designated Beneficiary Cannot Be
                  Located

                  In the event that any benefit payable under this Plan to any
                  Participant or Designated Beneficiary cannot be paid because
                  the proper payee cannot be located or identified by the
                  Trustee, such benefit shall be deemed forfeited thirty-six
                  (36) months from the date on which the Trustee or Plan
                  Administrator first attempted to locate such payee, provided,
                  however, that upon presentation by such proper payee of a
                  subsequent claim for such forfeited benefit, the full amount
                  of the forfeited benefit shall be restored.

         (h)      Merger or Consolidation

                  In the event of the merger or consolidation of this Plan (or
                  any part thereof) into any other plan, or the transfer to or
                  from this Plan of any of the assets held for the benefit of
                  Participants and Designated Beneficiaries, each Participant
                  and Designated Beneficiary affected by such merger,
                  consolidation or transfer shall have an accrued benefit in the
                  surviving or transferee plan (determined as if such plan were
                  then terminated immediately after such merger, consolidation
                  or transfer) that is equal to or greater than his/her accrued
                  benefit to which he/she would have been entitled, had the Plan
                  been terminated immediately prior to the occurrence of such
                  merger, consolidation or transfer.

         (i)      Electronic Media

                  Notwithstanding any provision of the Plan to the contrary,
                  including any provision which requires the use of a written
                  instrument, to the extent permitted by applicable law, the
                  Committee may establish procedures for the use of electronic
                  media in communications and transactions between the Plan or
                  the Committee and Participants and Beneficiaries. Electronic
                  media may include, but are not limited to, e-mail, the
                  Internet, intranet systems and automated telephonic response
                  systems.

         (j)      Plan Conversions

                  Notwithstanding any provision of the Plan to the contrary,
                  during any conversion period, in accordance with procedures
                  established by the Committee, the Committee may temporarily
                  suspend, in whole or in part, certain provisions of the Plan,
                  which may include, but are not limited to, a Participant's
                  right to change his contribution election, a Participant's
                  right to change his investment election and a Participant's
                  right to borrow or withdraw from his Account or obtain a
                  distribution from his Account.

                                       50


SECTION 13. DESIGNATION OF TRUSTEE

         In order to implement the Plan, the Company will enter into a trust
agreement with the Trustee to the end that contributions of the Participants and
the contributions of the Company shall be invested in accordance with the
provisions of this Plan and shall be held in Trust for the exclusive benefit of
the Participants or their Designated Beneficiaries.

         The Company may, without further reference to or action by any
Participant, from time to time, enter into such further agreements with the
Trustee or other parties and make such amendments to said trust agreements or
said further agreements as it may be necessary or desirable to carry out the
Plan, may from time to time designate a successor Trustee or successor Trustees,
or may take such other steps to execute such other instruments as it may deem
necessary or desirable to put the Plan into effect or to carry out the
provisions thereof.

SECTION 14. TENDER AND EXCHANGE OFFERS

         Notwithstanding any other provision contained herein to the contrary
(including, without limitation, the provisions of ARTICLE XIII), in the event
the Trustee receives (i) any tender offer which is subject to Section 14(d)(1)
of the Securities Exchange Act of 1934, as amended from time to time, and to
regulations promulgated thereunder, or (ii) any other offer or option to buy or
exchange more than thirty (30) percent of the outstanding shares of Common
Stock, the provisions of this Section 14 of ARTICLE XIV shall apply.

         (a)      Each Participant shall have the right to direct the Trustee as
                  to whether to tender and sell or exchange pursuant to such
                  offer any whole and fractional shares of Common Stock held in
                  the Participant's Account.

         (b)      In order to implement the rights granted in this Section 14 of
                  ARTICLE XIV, the Company shall furnish to the Trustee such
                  information as may be distributed by it to shareholders of the
                  Company in connection with each such offer (the "Tender
                  Document"), in quantities approximately equal to the number of
                  Participants holding shares of Common Stock in Accounts at the
                  time of such distribution. The Trustee shall use its best
                  efforts to distribute or cause to be distributed to each
                  Participant the Tender Documents together with all other
                  materials that the Trustee receives as a shareholder from any
                  other party with respect to such offer (the "Additional Tender
                  Documents") and a form prepared by the Trustee for the use by
                  Participants in directing the Trustee as to whether or not
                  shares of Common Stock in the Participants' Accounts shall be
                  tendered and sold or exchanged as soon as practicable
                  following the furnishing of the Tender Documents and
                  Additional Tender Documents to the Trustee. The Trustee will
                  follow the written directions of each Participant with respect
                  to the tender, and sale or exchange if the tender is accepted,
                  of the whole and fractional shares of Common Stock held in
                  such Participant's Account, provided that such written
                  directions are received by the Trustee by the close of
                  business two (2) days prior to the time such shares must be
                  tendered. Any such written direction by a Participant to the
                  Trustee shall be effective as of the date such direction

                                       51


                  is received by the Trustee. Each Participant shall be
                  permitted to revoke or change such direction, provided such
                  revocation or change is received in writing by the Trustee by
                  the close of business two (2) days prior to the time such
                  shares of Common Stock must be tendered. The Trustee shall
                  tender all shares of Common Stock as to which valid and timely
                  directions to do so have been received by it and have not been
                  subsequently timely revoked prior to the expiration date of
                  the offer to which the directions relate, and, to the extent
                  the tender is accepted, the shares so tendered shall be sold
                  or exchanged as soon as practical thereafter. Each Participant
                  may direct the Trustee to withdraw any shares of Common Stock
                  in the Participant's Account which were previously tendered,
                  and the Trustee shall withdraw such shares of Common Stock
                  prior to the withdrawal date of the offer, provided such
                  direction is received in writing by the Trustee by the close
                  of business two (2) days prior to the withdrawal date of the
                  offer. Any and all directions given to the Trustee by any
                  Participant pursuant to this Section 14 of ARTICLE XIV shall
                  remain in the strict confidence of the Trustee.

         (c)      In the absence of written direction from a Participant in
                  accordance with Section 14(b) of ARTICLE XIV, the Trustee
                  shall tender, and sell or exchange in the event the tender is
                  accepted, at the times provided in Section 14(b) of ARTICLE
                  XIV, all whole and fractional shares of Common Stock held in
                  such Participant's Account only if the Trustee is directed by
                  Participant, pursuant to Section 14(b) of ARTICLE XIV, to
                  tender and sell or exchange the majority of the aggregate
                  shares of Common Stock held in such Participants' Accounts.

         (d)      The Designated Beneficiary of each Participant shall be
                  entitled to receive all distributions of Tender Documents and
                  Additional Tender Documents and to exercise all of the rights
                  granted to each such Participant pursuant to this Section 14
                  of ARTICLE XIV in the event of the death of such Participant.

         (e)      The price at which sales of the Company's Common Stock in
                  accordance with this Section 14 of ARTICLE XIV pursuant to a
                  tender or exchange offer described herein shall be credited to
                  the Participants' Accounts shall be the price paid in
                  connection with the tender or exchange offer. Shares of Common
                  Stock sold in accordance with this Section 14 of ARTICLE XIV
                  pursuant to a tender of exchange offer described herein shall
                  not be considered in computing weighted average price under
                  Section 2 of ARTICLE XV. The cash proceeds from the sale or
                  exchange of any shares of Common Stock tendered and sold or
                  exchanged pursuant to this Section 14 of ARTICLE XIV shall be
                  invested in accordance with the terms of the Plan. If, as a
                  result of a tender and sale or exchange, the Trustee receives
                  securities or other property, such securities or property
                  shall be held or reinvested in accordance with the terms of
                  the Plan. Any shares of Common Stock tendered or offered but
                  not purchased or exchanged shall be held or reinvested by the
                  Trustee in the trust created under this Plan in accordance
                  with the terms of the Plan.

                                       52


         (f)      Transactions in the Company's Common Stock pursuant to a
                  tender or exchange offer in accordance with this Section 14 of
                  ARTICLE XIV need not be made through the facilities of the New
                  York Stock Exchange.

         (g)      The Account of each Participant for whom the Trustee has sold
                  or exchanged shares of Common Stock in connection with any
                  tender offer or exchange offer described in this Section 14 of
                  ARTICLE XIV shall be charged with a pro rata share of all
                  expenses incurred by the Trustee in all sales or exchanges
                  pursuant to such offer.

                                       53


                                   ARTICLE XV
                       SECURITIES TRANSACTIONS BY TRUSTEE

SECTION 1. TRANSACTION PERIOD

         For convenience in administration, the Committee and the Trustee shall
establish a period for (a) the purchase and sale of Mutual Fund shares or the
Company's Common Stock or (b) the deposit and withdrawal of Cash With Interest,
which shall be known as a Transaction Period. The Transaction Period shall
commence at 4:00 p.m. Eastern Time on a day when both the Trustee and the New
York Stock Exchange are open for business and shall end at 4:00 p.m. Eastern
Time on the next succeeding day when both the Trustee and the New York Stock
Exchange are open for business. All purchases and sales of the Company's Common
Stock or Mutual Fund shares or the deposit and withdrawal of Cash With Interest
made by the Trustee during the Transaction Period shall be in accordance with
the instructions and directions of the Participants (or of the Company as to
purchases of the Company's Common Stock with amounts to be credited to a
Participant's Account from Company Contributions attributable to Participant's
Contributions) which are received during a Transaction Period. The Trustee shall
not be required to respond to any subsequent instruction or direction received
during any Transaction Period until the next succeeding Transaction Period.

SECTION 2. POOLED ACCOUNT FOR SECURITIES TRANSACTIONS

         The transaction price for purchases and sales of Company's Common Stock
shall be determined based upon the closing price of the Company's Common Stock
on the New York Stock Exchange on a day when both the Trustee and the New York
Stock Exchange are open for business, times the total number of shares of the
Company's Common Stock in the Common Stock pooled account, plus uninvested cash
and accrued income, divided by the number of shares in the Common Stock pooled
account.

         The transaction price for purchases and sales in each of the Mutual
Funds shall be determined based upon the closing price of each such Mutual Funds
on a day when both the Trustee and the New York Stock Exchange are open for
business, times the total number of shares in each such Mutual Funds pooled
account, plus uninvested cash and accrued income; divided by the total number of
shares of each such Mutual Funds pooled account.

         Purchases and sales of the Cash With Interest Investment Option shall
be charged or credited on the basis of actual purchase and sale prices for the
particular transaction.

SECTION 3. ALLOCATING TRANSACTION EXPENSE

         Each Participant for whom the Trustee has sold and/or purchased shares
in one or more of the Investment Options available in the Plan pursuant to the
Participant's specific investment directions shall be charged for the expenses
incurred by the Plan in the exercise of the Participant's specific investment
option direction.

                                       54


SECTION 4. REGISTRATION OF SECURITIES

         Securities held by the Trustee may be registered in the name of the
Trustee or its nominee.

SECTION 5. MISCELLANEOUS

         The Trustee shall invest in the Company's Common Stock Investment
Option, the Cash With Interest Investment Option, or Mutual Fund Investment
Option as promptly as practicable after the receipt of Employee contributions.
Contributions temporarily held for investment in one of the Investment Options
shall be invested by the Trustee in a short term fund approved by the Committee.
All Transactions in the Company's Common Stock shall be made through the
facilities of the New York Stock Exchange except for the purchase of stock from
the Company as provided in Section 4 of Article V.

                                       55


                                   ARTICLE XVI
                                  ASSIGNABILITY

         It is a condition of the Plan, and all rights of each Participant shall
be subject thereto, that, except as provided in a qualified domestic relations
order as defined in Section 414(p) of the Code, no right or interest of any
Participant in the Plan or in the Account shall be assignable or transferable in
whole or in part, either directly or by operation of law or otherwise,
including, but not by the way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, but excluding the
consequence of death, or mental incompetency, and no right of interest of any
Participant of the Plan or in the Account shall be liable for, or subject to,
any obligation or liability of such Participant. Notwithstanding any provision
of the Plan to the contrary, effective for judgments, orders, decrees or
settlements issued on or after August 5, 1997, the Plan shall honor a judgment,
order, decree or settlement providing for the offset of all or a part of a
Participant's benefit under the Plan, to the extent permitted under Code Section
401(a)(13)(C); provided that the requirements of Code Section 401(a)(13)(C)(iii)
relating to the protection of the Participant's spouse (if any) are satisfied.

                                       56


                                  ARTICLE XVII
         AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN

SECTION 1. AMENDMENT

         Subject to Section 2 of this Article XVII, the Company may at any time
and from time to time, amend the Plan if in the opinion of the Company such
amendment is necessary to enable the Plan to meet the requirements of the Code
(including the regulations and rulings issued thereunder) or the requirements of
any governmental authority.

SECTION 2. LIMITATION ON AMENDMENT

         The Company shall make no amendment to the Plan which shall result in
the forfeiture or reduction of the interest of any Employee, Participant, former
Participant or person claiming under or through any one or more of them pursuant
to the Plan, except that nothing herein contained shall restrict the right to
amend the provisions hereof relating to the administration of the Plan.
Moreover, no such amendment shall be made hereunder which shall permit any part
of Participants' contributions to revert to any Company or be used or be
diverted to purposes other than the exclusive benefit of Employees,
Participants, former Participants, and beneficiaries.

SECTION 3. Termination

         This Plan shall continue in effect until and including the 26th day of
July, 2002. Thereafter it shall renew itself for yearly periods unless written
notice is given by either party to the other not less than sixty (60) days, but
not more than seventy-five (75) days, prior to the expiration date or any
extension thereof, that it is desired to terminate or amend the Plan. In the
event such notice is given, the parties shall begin negotiations not less than
forty-two (42) days prior to the termination date, unless otherwise mutually
agreed to. If negotiations are not completed prior to the expiration date, this
Plan shall terminate unless extended by mutual agreement of the parties. Upon
termination, this Plan shall terminate in all respects, except that no
distributions shall be made from the Plan until ninety (90) days following such
termination, and any distributions made upon termination of the Plan shall be
subject to the terms of Article XI Section 3. Except as herein otherwise
provided, no provision of this Plan shall be subject to change prior to the
expiration date as determined above.

         Upon any termination or partial termination of the Plan, the rights of
each Participant to the assets then held in his/her Account under the Plan shall
be non-forfeitable.

                          ARTICLE XVIII-ESOP FEATURE

SECTION 1. ESTABLISHMENT OF ESOP

         (a)      The provisions of this Article XVIII shall become effective
                  January 1, 2002.

         (b)      The Plan shall consist of two components, the ESOP Feature and
                  the Non-ESOP Feature. The ESOP Feature shall consist of the
                  ESOP Account. The ESOP

                                       57


                  Feature is intended to qualify as a stock bonus plan under
                  Code Section 401(a) and as an employee stock ownership plan
                  under Code Section 4975(e)(7). The ESOP Feature is designed to
                  invest primarily in "qualifying employer securities," as
                  defined in Code Sections 4975(e)(8) and 409(l) and ERISA
                  Section 407(d)(5). The ESOP Feature is described in this
                  Article XVIII. The provisions of this Article XVIII shall
                  supercede any contrary provisions of the Plan.

SECTION 2. ESOP ACCOUNT

         (a)      The Committee shall establish an ESOP Account in the name of
                  each Participant and shall thereafter maintain a record
                  thereof.

         (b)      The ESOP Account of each Participant shall be credited and
                  debited periodically during each Plan Year in which the ESOP
                  is maintained with any additions or reductions in the number
                  of shares of Common Stock held for such Participant in the
                  Plan due to the reallocation of the investment of the
                  Participant's Non-ESOP Account and ESOP Account, and with any
                  stock and cash dividends paid on Common Stock attributable to
                  units of the Common Stock fund.

         (c)      In the event that a Participant elects a partial liquidation
                  of the investment of his Account in Common Stock pursuant to
                  Section 5 of Article V, Common Stock shall be liquidated
                  pro-rata from the Participant's Non-ESOP Account and ESOP
                  Account.

SECTION 3. ESOP CONTRIBUTIONS

         The Company, in its discretion, may make ESOP Contributions from time
to time in such amounts as are determined by the Company. All ESOP Contributions
shall be made in Common Stock. ESOP Contributions for a Plan Year shall be
allocated among active Participants for the Plan Year. The amount allocated to
each active Participant shall be determined by multiplying each active
Participant's Compensation for such Plan Year by a fraction, the numerator of
which is the ESOP Contribution for such Plan Year, and the denominator of which
is the total Compensation of all active Participants for such Plan Year. ESOP
Contributions shall be treated as Company Contributions for purposes of
distributions and withdrawals from the Plan. The ESOP Contribution subaccount of
a Participant shall be invested in Common Stock, subject to the diversification
rules provided in Section 4 of this Article.

SECTION 4. DIVERSIFICATION OF INVESTMENT

         Participants who are at least age 55 may diversify the investment of
amounts, including amounts not Vested, held in their ESOP Accounts by
transferring amounts out of the Common Stock fund to one of the other Investment
Options in accordance with the provisions of Section 5 of Article V. Any
transfer of such amounts out of the Common Stock fund to another Investment
Option shall be deemed to be a transfer from the ESOP Feature to the Non-ESOP
Feature.

                                       58


SECTION 5. PUT OPTION

         (a)      If shares of Common Stock distributable to a Participant or
                  his Beneficiary are at the time of the distribution not
                  readily tradable on an established market, the Participant or
                  Beneficiary will have an option (the "Put") to require the
                  Company to purchase all of the shares actually distributed to
                  him. The Put may be exercised at any time during the Option
                  Period (as defined below) by giving the Company written notice
                  of the election to exercise the Put. The Put may be exercised
                  by a former Participant or the Beneficiary only during the
                  Option Period in which the former Participant or Beneficiary
                  receives a distribution of shares of Common Stock.

         (b)      The "Option Period" is the 60-day period following the day on
                  which a Participant or his Beneficiary receives a
                  distribution. If the former Participant or Beneficiary does
                  not exercise the Put during that 60-day period, the Option
                  Period will also be the 60-day period beginning after the new
                  determination of the fair market value of Common Stock by the
                  Committee (and notice to the Participant) in the following
                  Plan Year. The Option Period will be extended by the amount of
                  time during which the Company is unable to honor the Put by
                  reason of applicable federal or state law.

         (c)      The "Option Price" will be the fair market value of each share
                  of Common Stock as of the valuation date immediately preceding
                  the date the Put is exercised, multiplied by the number of
                  shares to be sold under the Put, with appropriate adjustments
                  to reflect intervening stock dividends, stock splits, stock
                  redemptions, or similar changes to the number of outstanding
                  shares.

         (d)      The terms of payment for the sale of Common Stock pursuant to
                  the Put shall be as provided in the Put and may be either paid
                  in a lump sum or in installments as provided by the Committee.
                  An agreement to pay through installments shall be permissible
                  only if the Common Stock subject to the put option is part of
                  a 'total distribution,' as defined in Code Section 409(h)(5),
                  and--

                  (1)      the agreement is adequately secured, as determined by
                           the Committee,

                  (2)      a reasonable rate of interest is charged, as
                           determined by the Committee,

                  (3)      annual payments are equal,

                  (4)      installment payments must begin not later than 30
                           days after the date the Put option is exercised, and

                  (5)      the term of the payment does not extend beyond five
                           years from the date the Put option is exercised.

                                       59


         (e)      The Put will not be assignable, except that the former
                  Participant's donees or, in the event of a Participant's
                  death, his personal representative, will be entitled to
                  exercise the Put during the Option Period for which it is
                  applicable.

         (f)      The Trustee in its discretion may, with the Company's consent,
                  assume the Company's obligation under this Section at the time
                  a former Participant or Beneficiary exercises the Put. If the
                  Trustee does assume the Company's obligations, the provisions
                  of this Section that apply to the Company will also apply to
                  the Trustee.

         (g)      The Put will also apply to shares of Common Stock that are
                  publicly traded without restriction when distributed but which
                  cease to be publicly traded or which become subject to a
                  trading limitation during the Option Period. In that event,
                  the Committee will notify in writing each former Participant
                  or Beneficiary to whom the Put becomes applicable that the
                  shares of Common Stock held by the former Participant or
                  Beneficiary are subject to the Put for the remainder of the
                  applicable Option Period and will inform the Participant or
                  Beneficiary of the terms of the Put. If the written notice is
                  given later than ten days after the shares of Common Stock
                  cease to be publicly traded or become subject to a trading
                  limitation, the period during which the Put may be exercised
                  will be extended by the number of days between the tenth day
                  and the date the notice is actually given.

         (h)      The Committee will notify each former Participant or
                  Beneficiary who is eligible to exercise the Put of the fair
                  market value of each share of Common Stock as soon as
                  practicable following its determination. The Committee and the
                  Company will send all notices required under this Subsection
                  to the last known address of a former Participant or
                  Beneficiary, and it will be the duty of those persons to
                  inform the Committee of any changes in address.

SECTION 6. PAYMENT OF DIVIDENDS

         (a)      The Committee, in its sole discretion, may provide that any
                  dividends paid in cash during the Plan Year on shares of
                  Common Stock in which Participants' ESOP Accounts are invested
                  shall be (i) paid in cash directly to the Participant, (ii)
                  paid to the Plan and subsequently distributed to the
                  Participant in cash no later than 90 days after the close of
                  the Plan Year in which the dividends are paid to the Plan, or
                  (iii) at the election of the Participant, either (A) paid to
                  the Participant as provided in Clause (i) or (ii) (as
                  determined by the Committee) or (B) paid to the Participant's
                  ESOP Account to be reinvested in the Common Stock. Such
                  dividends shall be paid in accordance with procedures
                  established by the Committee.

         (b)      If an election pursuant to Paragraph (a)(iii) is provided by
                  the Committee, each Participant may make the election, in the
                  manner and at the time specified by the Committee, with
                  respect to dividends received on shares of Common Stock
                  comprising the portion of the Common Stock fund allocated to
                  the Participant's

                                       60


                  ESOP Account. If an election pursuant to Paragraph (a)(iii) is
                  provided by the Committee and a Participant does not make such
                  an election, such dividends shall be paid to the Participant's
                  ESOP Account to be reinvested in Common Stock.

         (c)      The Beneficiary of a deceased participant shall have the same
                  rights as a Participant has under this Section 6.

         (d)      The provisions of this Section 6 are intended to comply with
                  Section 404(k) of the Code, and shall be interpreted and
                  construed accordingly.

SECTION 7. INDEPENDENT APPRAISER

         Common Stock held in Participants' ESOP Accounts shall be valued as of
each valuation date, or at the discretion of the Committee, more frequently. All
valuations of Common Stock held in Participants' ESOP Accounts which is not
readily tradable on an established securities market shall be made by an
independent appraiser meeting requirements similar to those contained in
Treasury Regulations under Code Section 170(a)(1).

SECTION 8. SHARE LEGEND

         Shares of Common Stock in the ESOP Feature held or distributed by the
Trustee may include such legend restrictions on transferability as the Company
may reasonably require in order to assure compliance with applicable federal and
state securities laws.

                                       61


         IN WITNESS WHEREOF, the Cooper Tire & Rubber Company has caused this
Restated Plan to be executed and adopted this 26th day of February, 2002.

                                                    COOPER TIRE & RUBBER COMPANY

                                                    By:/s/ Stephen O. Schroeder
                                                       -------------------------
                                                    Treasurer

                                                    By:/s/ Richard N. Jacobson
                                                       -------------------------
                                                    Assistant Secretary

                                       62


                             AMENDMENT NO. 1 TO THE
                          COOPER TIRE & RUBBER COMPANY
                        PRE-TAX SAVINGS PLAN (EL DORADO)
            (As Amended and Restated Effective as of January 1, 2001)

                  The Cooper Tire & Rubber Company (the "Company") hereby adopts
this Amendment No. 1 to the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(El Dorado) (As Amended and Restated Effective as of January 1, 2001) (the
"Plan"). The provisions of this Amendment shall be effective as of January 1,
2002, unless otherwise indicated. Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.

                  One of the purposes of this Amendment is to reflect the
adoption of various provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). The Company intends for this Amendment to
satisfy the "good faith" compliance requirements of EGTRRA and to be construed
in accordance with EGTRRA and guidance issued thereunder.

                                   SECTION 1

                  Section (12) of Article I of the Plan is hereby amended in its
entirety to read as follows:

                  "(12) 'Compensation' - includes all payments of wages, bonus,
                  Company Wage Reduction Contributions to this Plan and any
                  taxable payments paid to the Participant in a calendar year,
                  except that there shall be excluded from Compensation:
                  supplemental unemployment benefits, supplemental worker's
                  compensation, accident and sickness benefits, and other
                  amounts which either are excludable or deductible from income
                  in whole or in part for federal income tax purposes or which
                  represent payments pursuant to a program of benefits or
                  deferred compensation (other than Company Wage Reduction
                  Contributions), whether or not qualified under the Code.

                  Notwithstanding the above, the maximum amount of compensation
                  taken into account each year for all computations shall not
                  exceed the amount prescribed pursuant to Section 401(a)(17) of
                  the Code, as amended, or such amount as the Secretary of the
                  Treasury shall prescribe from time to time."

                                    SECTION 2

                  Section 1(a)(ii) of Article III of the Plan is hereby amended
in it entirety to read as follows:

                  "(ii) the dollar limitation contained in Section 402(g) of the
                  Code in effect for such taxable year."

                                       63


                                    SECTION 3

                  Section 1 of Article IV of the Plan is hereby amended by (i)
deleting the fifth paragraph therein and (ii) deleting the word "either" and the
phrase "or multiple use rules" in the sixth paragraph where they occur therein.

                                   SECTION 4

                  Section 1(a) of Article IX of the Plan is hereby amended in
its entirety to read as follows:

                  "the Participant's retirement, death, Total and Permanent
                  Disability, or severance from employment;"

                                    SECTION 5

                  Section 1 of Article IX of the Plan is hereby amended by (i)
deleting subsections (d) and (e) and (ii) renumbering subsection (f) as
subsection (d).

                                    SECTION 6

                  The last paragraph of Section 2 of Article IX of the Plan is
hereby amended in its entirety to read as follows:

                           "Employees who make a hardship withdrawal may not
                  make elective deferrals and employee after-tax contributions
                  under this Plan and all other plans of the Company for 6
                  months after receipt of the distribution."

                                    SECTION 7

                  Section 6(d)(1)(i) of Article XI of the Plan is hereby amended
in its entirety to read as follows:

                  "(i) 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 any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code, any distribution that is one of
                  a series of substantially equal periodic payments (paid not
                  less frequently than annually) over the life (or life
                  expectancy) of the distributee or the joint lives (or life
                  expectancies) of the distributee and a designated beneficiary
                  or for a specified period of ten years or more, 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), such other
                  amounts specified in Treasury regulations and rulings, notices
                  or announcements issued under Section 402(c) of the Code, and
                  any

                                       64


                  distribution which is made upon hardship of the distributee.
                  Notwithstanding the foregoing, a portion of a distribution
                  shall not fail to be an Eligible Rollover Distribution merely
                  because the portion consists of after-tax employee
                  contributions which are not includible in gross income.
                  However, such portion may be transferred only to an individual
                  retirement account or annuity described in Section 408(a) or
                  (b) of the Code, or to a qualified defined contribution plan
                  described in Sections 401(a) or 403(a) of the Code that agrees
                  to separately account for amounts so transferred, including
                  separately accounting for the portion of such distribution
                  which is includible in gross income and the portion of such
                  distribution which is not so includible."

                                    SECTION 8

                  Section 6(d)(1)(ii) of Article XI of the Plan is hereby
amended in its entirety to read as follows:

                  "(ii) 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, a qualified trust described in
                  Section 401(a) of the Code, an annuity contract described in
                  Section 403(b) of the Code, or an eligible plan under Section
                  457(b) of the Code which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state or political subdivision of a state that accepts the
                  Distributee's Eligible Rollover Distribution."

                                    SECTION 9

                  The first two sentences of Section 1(a) of Article XII of the
Plan are hereby amended in their entirety to read as follows:

                  "(a) MAXIMUM ANNUAL ADDITION: The "annual addition" to a
                  Participant's Account shall not exceed the lesser of (i)
                  $40,000, as adjusted for increases in the cost-of-living under
                  Section 415(d) of the Code or (ii) 100% of the Participant's
                  Compensation (as defined in paragraph (d) below) for that Plan
                  Year. The Compensation limit referred to in (ii) shall not
                  apply to any contribution for medical benefits after
                  separation from service (within the meaning of Section 401(h)
                  or Section 419A(f)(2) of the Code) which is otherwise treated
                  as an annual addition."

                                       65


                                   SECTION 10

                  Section 3(f) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(f)     Claims for Benefits (other than disability benefits)

                           Any Participant or Designated Beneficiary who
                           believes that he or she is entitled to receive a
                           benefit under the Plan which he or she has not
                           received may file with the designated representative
                           of the Committee, on such forms as may be designated
                           by the Committee, a written claim specifying the
                           basis for his or her claim and the facts upon which
                           he or she relies in making such claim. Such a claim
                           must be signed by the claimant or his or her
                           authorized representative and shall be deemed filed
                           when delivered to the designated representative of
                           the Committee.

                           Unless such claim is allowed in full by the
                           Committee, the Committee shall (within 90 days after
                           such claim was filed, plus an additional period of 90
                           days if required for processing and if notice of the
                           90-day extension of time indicating the specific
                           circumstances requiring the extension and the date by
                           which a decision shall be rendered is given to the
                           claimant within the first 90-day period) cause
                           written notice to be mailed to the claimant of the
                           total or partial denial of such claim. Such notice
                           shall be written in a manner calculated to be
                           understood by the claimant and shall state

                           (1)      the specific reason(s) for the denial of the
                                    claim,

                           (2)      specific reference(s) to pertinent
                                    provisions of the Plan and/or Trust Fund on
                                    which the denial of the claim was 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 review procedure
                                    specified in Section 3(g) of this Article
                                    XIV."

                                       66


                                   SECTION 11

                  Section 3(g) of Article XIV of the Plan is hereby amended in
its entirety to read as follows:

                  "(g)     Appeals Procedure

                           Within 90 days after the denial of his or her claim,
                           the claimant may appeal such denial by filing with
                           the Plan Administrator his or her written request for
                           a review of the claim. Such request for review must
                           be signed by the claimant or his or her authorized
                           representative and shall be deemed filed when
                           delivered to the Plan Administrator or its designee.
                           If the claimant does not file a request for review of
                           his or her claim within such 90-day period, the
                           claimant shall be conclusively presumed to have
                           accepted as final and binding the initial decision of
                           the Plan Administrator on his or her claim. In
                           considering any appeal pursuant to this Section 3(g),
                           the Plan Administrator shall have the same powers to
                           interpret the Plan and make factual findings with
                           respect thereto as are granted to the Committee under
                           Section 2 hereof.

                           If such an appeal is so filed within such 90-day
                           period then the Plan Administrator, or a named
                           fiduciary designated by the Administrator, shall
                           conduct a full and fair review of such claim. During
                           such full review, the claimant shall be provided with
                           the opportunity to submit written comments,
                           documents, records, and other information relating to
                           the claim for benefits, and with reasonable access to
                           and copies of, upon request and free of charge, all
                           documents, records, and other information relevant to
                           the claimant's claim for benefits. In addition, such
                           full and fair review shall take into account all
                           comments, documents, records, and other information
                           submitted by the claimant relating to the claim,
                           without regard to whether such information was
                           submitted or considered in the initial benefit
                           determination.

                           After the completion of such full review, the
                           reviewer shall mail or deliver to the claimant a
                           written decision on the matter based on the facts and
                           pertinent provisions of the Plan and/or Trust Fund
                           and/or applicable law. Such decision shall be mailed
                           or delivered to the claimant within a period of 60
                           days after the Administrator's receipt of the request
                           for review unless special circumstances require an
                           extension of time, in which case such decision shall
                           be rendered not later than 120 days after receipt of
                           such request. (If an extension of time for review is
                           required, written notice of the extension shall be
                           furnished to the claimant prior to the commencement
                           of the extension.) Such decision (1) shall be written
                           in a manner calculated to be understood by the
                           claimant, (2) shall state the specific reason(s) for
                           the decision, (3) shall make specific reference(s) to

                                       67


                           pertinent provisions of the Plan and/or Trust Fund on
                           which the decision is based and (4) shall, to the
                           extent permitted by applicable law, be final and
                           binding on all interested persons. The notice of the
                           adverse determination shall also include a statement
                           that the claimant is entitled to receive, upon
                           request, and free of charge, reasonable access to,
                           and copies of, all documents, records, and other
                           information relevant to the claimant's claim for
                           benefits, and contain a statement describing any
                           voluntary appeal procedures offered by the Plan and
                           the claimant's right to obtain information about such
                           procedures and a statement of the claimant's right to
                           bring an action under Section 502(a) of ERISA."

                                   SECTION 12

                  Section 3 of Article XIV of the Plan is hereby amended by
adding a new subsection (h) to the end thereof, immediately following subsection
(g), to read as follows:

                           "(h)     Claims for Benefits Upon Total and Permanent
                                    Disability:

                                    (1) Notwithstanding the foregoing provisions
                           of this Article, in the case of a claim for benefits
                           upon Total and Permanent Disability, unless such
                           claim is allowed in full by the Committee, the
                           Committee shall (within a reasonable period of time,
                           but not later than 45 days, unless such period is
                           extended as provided in Section 3(h)(2), below, after
                           receipt of the claim) cause written notice to be
                           mailed or delivered to the claimant of the total or
                           partial denial if his claim. Such notice shall be
                           written in a manner calculated to be understood by
                           the claimant and shall include

                                    (i)      the specific reason(s) for
                                             the denial of the claim,

                                    (ii)     specific reference(s) to the
                                             provisions of the Plan and/or Trust
                                             Fund on which the denial of the
                                             claim was based,

                                    (iii)    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,

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                           (iv)     an explanation of the review procedures
                                    specified in Section 3(h)(3) of this Article
                                    XIV and the time limits applicable to such
                                    procedures, and

                           (v)      a specific reference to the internal rule,
                                    guideline, protocol or other similar
                                    criterion, if any, that was relied upon in
                                    making the adverse determination or a
                                    statement that such rule, guideline,
                                    protocol, or other similar criterion, if
                                    any, was relied upon in making the adverse
                                    determination and that a copy of such rule,
                                    guideline, protocol, or other similar
                                    criterion will be provided free of charge to
                                    the claimant upon request.

                           (2) The 45-day period set forth in Section 3(h)(1),
                  above, may be extended by the Committee for up to 30 days,
                  provided that the Committee determines that such an extension
                  is necessary due to matters beyond the control of the
                  Committee and notifies the claimant, prior to the expiration
                  of the initial 45-day period, of the circumstances requiring
                  the extension of time and the date by which the Committee
                  expects to render a decision. Additionally, if, prior to the
                  end of the first 30-day extension period, the Committee
                  determines that, due to matters beyond the control of the
                  Committee, a decision cannot be rendered within that extension
                  period, the period for making the determination may be
                  extended for up to an additional 30 days, provided that the
                  Committee notifies the claimant, prior to the expiration of
                  the first 30-day extension period, of the circumstances
                  requiring the extension and the date as of which the Committee
                  expects to render a decision. In the event of any extension
                  under this Section 3(h)(2), the notice of extension shall
                  specifically explain the standards on which entitlement to a
                  benefit is based, the unresolved issues that prevent a
                  decision on the claim, and the additional information needed
                  to resolve the issues. The claimant shall be afforded at least
                  45 days within which to provide the specified information.
                  Additionally, in the event that a period of time is extended
                  due to a claimant's failure to submit information necessary to
                  decide a claim, the period for making the benefit
                  determination shall be tolled from the date on which the
                  notification of the extension is sent to the claimant until
                  the date on which the claimant responds to the request for
                  additional information.

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                  (3) Within 180 days after receipt of a notification of a
                  denial of a claim, the claimant or his duly authorized
                  representative may appeal such denial by filing with the
                  Committee his written request for a review of his claim. If
                  such an appeal is so filed within 180 days, a Named Fiduciary
                  designated by the Committee shall conduct a full and fair
                  review of such claim. During such full and fair review, the
                  claimant shall be provided with the opportunity to submit
                  written comments, documents, records, and other information
                  relating to the claim for benefits and reasonable access to
                  and copies of, upon request and free of charge, all documents,
                  records, and other information relevant to the claimant's
                  claim for benefits. In addition, such full and fair review
                  shall (i) take into account all comments, documents, records,
                  and other information submitted by the claimant relating to
                  the claim, without regard to whether such information was
                  submitted or considered in the initial benefit determination,
                  (ii) not afford deference to the initial adverse benefit
                  determination, (iii) be conducted by a Named Fiduciary who is
                  neither the individual who made the adverse benefit
                  determination that is the subject of the appeal, nor the
                  subordinate of such individual, (iv) provide that, in deciding
                  any appeal of any adverse benefit determination that is based
                  in whole or in part on a medical judgment, the Named Fiduciary
                  shall consult with a health care professional who has
                  appropriate training and experience in the field of medicine
                  involved in the medical judgment and who is neither the
                  individual who was consulted in connection with the adverse
                  benefit determination that is the subject of the appeal, nor
                  the subordinate of any such individual, and (v) provide for
                  the identification of medical or vocational experts whose
                  advice was obtained on behalf of the Plan in connection with
                  the claimant's adverse benefit determination, without regard
                  to whether the advice was relied upon in making the initial
                  benefit determination.

                  The decision of the Named Fiduciary shall be made in a writing
                  delivered to the claimant within a reasonable time, but in no
                  event later than 45 days after the receipt of the request for
                  review unless special circumstances require an extension of
                  time for processing. If the Named Fiduciary determines that an
                  extension of time for processing is required, written notice
                  of the extension shall be furnished to the claimant setting
                  forth the special circumstances requiring an extension of time
                  and the date by which the Named Fiduciary expects to render a
                  decision on review, and shall be furnished prior to the
                  termination of the initial 45-day period. In no event shall
                  such extension exceed a period of 45 days from the end of the
                  initial 45-day period.

                  In the case of an adverse benefit determination on review, the
                  notice of the determination shall be written in a manner
                  calculated to be understood by the claimant and shall include
                  (i) the specific reasons for the

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                  determination, (ii) specific reference(s) to specific
                  provisions of the Plan and/or Trust Fund on which the
                  determination is based, (iii) a statement that the claimant is
                  entitled to receive, upon request, and free of charge,
                  reasonable access to, and copies of all documents, records,
                  and other information relevant to the claimant's claim for
                  benefits, (iv) a statement describing any voluntary appeal
                  procedures offered by the Plan and the claimant's right to
                  obtain information about such procedures, including a
                  statement of the claimant's right to bring a civil action
                  under section 502(a) of ERISA and (v) if an internal rule,
                  guideline, protocol or other similar criterion was relied upon
                  in making the adverse determination, either the specific rule,
                  guideline, protocol, or other similar criterion, or a
                  statement that such rule, guideline, protocol, or other
                  similar criterion was relied upon in making the adverse
                  determination and that a copy of the rule, guideline, protocol
                  or other similar criterion will be provided free of charge to
                  the claimant upon request. To the extent permitted by
                  applicable law, the determination on review shall be final and
                  binding on all interested persons. In performing the duties
                  under this Section 3(h)(3), the Named Fiduciary shall have the
                  same powers to interpret the Plan and make factual findings
                  with respect thereto as are granted to the Committee under
                  Section 2 hereof."

         EXECUTED this 27th day of December 2002.

                                        THE COOPER TIRE & RUBBER COMPANY

                                        By:/s/ Stephen O. Schroeder
                                           -------------------------------------
                                        Treasurer

                                        By:/s/ Charles F. Nagy
                                           -------------------------------------
                                        Assistant Treasurer

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