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Manhattan Associates 401(k) Plan & Trust

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                           SUMMARY PLAN DESCRIPTION

                                    OF THE

                   MANHATTAN ASSOCIATES 401 (K) PLAN & TRUST

     This summary plan description explains the highlights of our 401 (k) plan,
as amended. We have tried to make the summary understandable, accurate and
useful. If there are any conflicts, the actual provisions of the plan will

     All questions, applications, requests and claims are to be submitted to the
Plan Administrator. Eligible employees participate in the Plan without any
provision to contribute.

     Participation in this Plan provides the opportunity for you to further
supplement other retirement income. Upon retirement, these benefits are paid in
addition to those provided through Social Security and other personal savings.
Also, they may be made available to you or your beneficiary prior to retirement
under certain conditions including employment termination, death or permanent
and total disability as described in this summary plan description.
                               TABLE OF CONTENTS


1.     GENERAL INFORMATION....................................   1
2.     ELIGIBILITY............................................   3
3.     CONTRIBUTIONS..........................................   4
4.     ALLOCATIONS AND ACCOUNTS...............................   6
5.     RETIREMENT DATES AND VESTING...........................   8
6.     CALCULATION OF SERVICE.................................  11
7.     TIMING AND METHODS OF PAYMENT..........................  13
8.     CLAIM PROCEDURE........................................  16
9.     INVESTMENT OF ASSETS...................................  17
10.    MISCELLANEOUS INFORMATION..............................  19
11.    PARTICIPANT'S RIGHTS...................................  20

                                 SECTION NO. 1

                              GENERAL INFORMATION

A.   The name, address and Employer Identification Number of the Sponsoring
     Employer ("Employer") are:

                           Manhattan Associates, LLC
                      3101 Towercreek Parkway - Suite 300
                            Atlanta, Georgia 30339
                                EIN: 58-2210640

B.   The Employer has assigned "001" as the Plan number.

C.   The Plan is a profit-sharing plan with a 401 (k) feature.

D.   The Plan Year is the 12-month period starting January 1 and ending December

E.   The original effective date of the Plan is January 1, 1995.
F.   The Plan is trusteed and Alan Dabbiere serves as the Trustee. The Board
     of Directors of the corporation appoints the Trustees.

G.   The plan administrator is Manhattan Associates.

     The Plan Administrator keeps the Plan's records, determines questions
     regarding eligibility for participation and benefits, interprets the Plan,
     communicates with participating employees and their beneficiaries, and are
     otherwise generally responsible for Plan operations. The Plan Administrator
     is also the agent for service of legal process.

     The Plan Administrator's address and telephone number are as follows:

                   401 (k)/Profit Sharing Plan Administrator
                            Attention: Brian Benson
                           Manhattan Associates, LLC
                      3101 Towercreek Parkway - Suite 300
                            Atlanta, Georgia 30339
                                (770) 955-5533

H.   A fund, the Trust Fund has been established to receive contributions from
     the Employer. The Trustees administer and invest the assets of the Trust
     Fund for the exclusive benefit of the Plan participants and their

     The Employee Retirement Income Security Act of 1974 ("ERISA") created the
     Pension Benefit Guaranty Corporation ("PBGC") to insure defined benefit
     pension plans. Since this is a profit-sharing plan, its benefits are not
     insured by the PBGC.

                                 SECTION NO. 2

A.   Salary Deferral Feature

     You will enter the Plan and be eligible to make Salary deferrals as of the
     first day of the month following your completion of one calendar month of


          If your initial date of employment is August 12,1997, you would enter
     the plan on October 1, 1997.

B.   Profit Sharing Contribution and Matching Contribution Features

     You will enter the Plan for eligibility for profit sharing and matching
     contributions on the first day of the month following your completion of a
     Year of Credited Service and attainment of age 21. However, you cannot
     enter the Plan while you are on a leave of absence.

     To have a Year of Credited Service, you need 1,000 Employment Hours either
     in a Plan Year or an Employment Year. An Employment Year begins on your
     employment commencement date and ends 12 months later. If you do not meet
     the hourly requirement in your first Employment Year a Year of Credited
     Service is then measured on a Plan Year basis.


          If you were hired March 29, 1997, your first Employment Year would end
     March 28, 1998. If you had sufficient hours in that 12 month period (at
     least 1,000), you would enter the plan on April 1, 1998. If you did not
     complete at least 1,000 Employment Hours by March 28, 1998 the annual
     period over which the hourly requirement would be measured is the Plan

C.   General Rules

     You cannot participate in this Plan while (1) you are subject to a
     collective bargaining agreement where there is evidence of good faith
     bargaining for retirement benefits and the agreement does not call for Plan
     participation, or (2) you are a non-resident alien with no U.S. source

     If you were not participating in the Plan because of the reasons described
     in the preceding paragraph and your status changes so that you are
     eligible, you will become a Participant immediately if you have already
     satisfied the eligibility and entry date rules described above or when you
     satisfy those rules.

                                 SECTION NO. 3


     You may elect to defer from 1% to 10% of your compensation into the Plan
     each year instead of receiving that amount in cash. However, your total
     deferrals in any calendar year may not exceed a dollar limit which is set
     by law. The limit for 1997 is $9,500. This limit will be increased in
     future years for cost of living changes. The Administrator will notify you
     of the maximum percentage you may defer.

     The amount you elect to defer will be deducted from your pay in accordance
     with a procedure established by your Employer and Administrator. The
     procedure will require that you enter into a written salary reduction
     agreement. You will be permitted to modify your election as of the first
     day of every calendar month and it shall be effective as of the next
     payroll period following the modification or revocation is provided to the
     Employer. You may revoke your election at any time during the Plan Year.

     The amount you elect to defer, and earnings on that amount, will not be
     subject to income tax until it is actually distributed to you. This money
     will, however, be subject to Social Security taxes at all times.

     The annual dollar limit ($9,500 for 1997) is an aggregate limit which
     applies to all deferrals you may make under this plan or other cash or
     deferred arrangements (including tax-sheltered 403(b) annuity contracts,
     simplified employee pensions or other 401 (k) plans in which you may be
     participating). Generally, if your total deferrals under all cash or
     deferred arrangements for a calendar year exceed the annual dollar limit,
     the excess must be included in your income for the year. For this reason,
     it is desirable to request in writing that these excess deferrals be
     returned to you. If you fail to request such a return, you may be taxed a
     second time when the excess deferral is ultimately distributed from the

     You must decide which plan or arrangement you would like to have return the
     excess. If you decide that the excess should be distributed from this Plan,
     you should communicate this in writing to the Administrator no later than
     the March 1st following the close of the calendar year in which such excess
     deferrals were made. The Administrator may then return the excess deferral
     and any earnings to you by April 15th.

     In the event you receive a hardship distribution (see Section 4, Item E)
     from your salary deferrals to this Plan, you will not be allowed to make
     additional salary reductions for a period of twelve (12) months after you
     receive the distribution. Furthermore, the dollar limitation with respect
     to the calendar year following the year in which you received the

     distribution will be reduced by your salary deferrals, if any, for the
     taxable year of the distribution.

     You will always be 100% vested in your Deferral Contribution Account
     (represents your salary deferrals and earnings thereon).


     Each year, the Employer's Board of Directors may authorize a profit sharing
     contribution to the Plan. Profit Sharing Contributions, if any, are at the
     discretion of the Board of Directors. Forfeitures, if any, shall reduce the
     contribution to the extent Forfeitures are not used to pay administrative
     expenses. A Forfeiture is that portion of a participant's account which is
     lost upon termination of employment due to his or her failure to have
     sufficient Years of Credited Service to be 100% vested in his account.


     Each year the Employer will make a matching contribution for those
     participants who elect to defer salary. The matching contribution will be
     equal to 50% of the amount of a participant's salary deferral. In applying
     the matching contribution percentage, only salary deferrals up to 6% of
     compensation will be considered.

     1)   Salary:        $20,000         2)  Salary:         $20,000
          Deferral Percentage: 3%            Deferral Percentage: 10%
          Salary Deferrals: $600             Salary Deferrals: $2,000
          Match:            $300             Match:            $  600

     Forfeitures, if any, shall reduce the contribution to the extent
     Forfeitures are not used to pay administrative expenses.


     A Rollover Contribution is a distribution paid to you from another
     qualified pension or profit-sharing plan which government rules allow to be
     transferred to this Plan. If you wish to make a rollover, you should see
     the Plan Administrator for details.

                                 SECTION NO. 4


     You shall be credited with amounts withheld from your Compensation pursuant
     to your salary reduction agreement.


     To be eligible to share in the Employer's contributions, you must: (1) be a
     Plan participant who is employed by the Employer on the last day of the
     Plan Year, (2) not be subject to a collective bargaining agreement on the
     last day of the Plan Year and (3) have at least 1,000 employment hours in
     that Plan Year.

     If you are so eligible, your allocated share of the total contribution for
     the Plan Year (the "allocation amount") is calculated by multiplying the
     allocation amount by the following factor:

                               Your Compensation
                Total Compensation of all Eligible Participants

     Compensation means your total cash earnings for the Plan Year excluding
     commissions and amounts earned prior to plan entry, up to $160,000 (as
     adjusted periodically by the Secretary of Treasury).


     Total number of plan participants                         3
     Your Compensation for the year                     $ 35,000
     Total Compensation of all plan participants        $135,000
     Allocation Amount                                  $ 10,000
     (1)                      (2)                      (3)
     MEMBER              COMPENSATION               ALLOCATION
     A                      $ 75,000                   $ 5,555
     B                        35,000                     2,593
     C                         25.00                     1,852
                            --------                   -------
                            $135,000                   $10,000 


     You shall be credited with matching contributions based upon the amount of
     your salary deferrals. (See Section 3, Item C).


     All accounts under the plan will be invested as you have directed and will
     be valued in accordance with the terms of the investment. The benefits of
     terminated plan participants will be based on the value of their accounts
     as of the date of distribution.

          1.   Your Profit-Sharing Account will consist of amounts contributed
     by the Employer and earnings thereon.
          2.   Your Salary Deferral Account will consist of your salary
     deferrals and earnings thereon.
          3.   Your Matching Contribution Account will consist of amounts
     contributed by the Employer to employees deferring salary and earnings
          4    Your Rollover Account will consist of amounts you roll over to
     this plan and earnings thereon.


     Government rules set a limit on the amount of the annual addition which may
     be credited to your account under the Plan. The amount of annual additions
     credited to your account in any Plan Year cannot exceed the smaller of (1)
     25% of your total Cash Wages for that year, or (2) $30,000. For this
     purpose, Cash Wages means your salary or wages from the employer minus
     salary deferrals you make under the 401 (k) feature. The $30,000 limitation
     may, in the future, be raised annually by the Secretary of Treasury in
     accordance with cost-of-living increases.

     The annual addition to your account is equal to the sum of:

     1.   Your share of employer contributions;

     2.   Your salary deferrals; and

     3.   Your share of Forfeitures.

     Further, the annual additions limit applies to all defined contribution
     plans maintained by the Employer and any other employers which can be
     considered as commonly owned under Internal Revenue Service rules.

     The annual addition limitation does not include Plan earnings.

     If, with the consent of your spouse, you elected another form of payment
     and/or choose another beneficiary, those instructions normally will be
     followed, subject to requirements explained herein. If you are younger than
     age 35 when you waive the Qualified Preretirement Survivor Annuity, the
     waiver becomes involved as of the beginning of the Plan Year in which your
     35th birthday occurs. To reinstate the waiver, a new election must be
     completed and your spouse must consent. If a new election is not completed,
     your spouse will receive a Qualified Preretirement Survivor Annuity upon
     your death.

     In all circumstances, the Qualified Preretirement Survivor Annuity is not
     required when the value of your death benefit is less than $3,500 at the
     death benefit payment date.

     1.   Unmarried Participants

     Upon your death, your beneficiary will receive the value of your death


     At all times, you will be 100% vested in your Rollover Account and Salary
     Deferral Account.

     You will be fully vested in the value of your Profit-Sharing and Matching
     Contribution Account balances upon reaching your Normal Retirement Date,
     your death or your Permanent and Total Disability. Otherwise, upon your
     employment termination, a portion of your account balance will be
     forfeited. Your vested percentage as of your termination date is determined
     from the applicable table which follows.

                                  SCHEDULE A
     This schedule applies to Participants who entered the plan prior to July 1,

     NUMBER OF YEARS OF                                VESTED
     CREDITED SERVICE                                  PERCENTAGE
     ----------------                                  ----------

     Less than 3 years                                      0%
     3 years but less than 4 years                         20%
     4 years but less than 5 years                         40%
     5 years or more                                      100%

                                  SCHEDULE B
This schedule applies to Participants who enter the plan on and after July 1,

     NUMBER OF YEARS OF                       VESTED
     CREDITED SERVICE                         PERCENTAGE
     ----------------                         --------- 

     Less than 3 years                          0%
     3 years but less than 4 years              20%
     4 years but less than 5 years              40%
     5 years but less than 6 years              60%
     6 years but less than 7 years              80%
     7 years or more                            100%

                         MATCHING CONTRIBUTION ACCOUNT

     NUMBER OF YEARS OF                       VESTED
     CREDITED SERVICE                         PERCENTAGE
     ----------------                         ----------

     Less than 1 year                           0%    
     1 year but less than 2 years               10% 
     2 years but less than 3 years              20% 
     3 years but less than 4 years              40% 
     4 years but less than 5 years              70% 
     5 years or more                            100% 

Your Profit-Sharing Account is fully vested, however, at plan termination, a
complete discontinuance of Employer contributions and at partial plan
termination (but only if you are involved in that partial plan termination).

                                 SECTION NO. 6

                             CALCULATION OF SERVICE

     A Year of Credited Service refers to each Plan Year during which you are
     credited with at least 1,000 Employment Hours.


     You will receive credit for each Employment Hour, an hour for which you are
     paid, either directly or indirectly, whether or not you performed any work.
     For example, compensated sick leave, paid vacation time and paid disability
     leave are eligible for credit. However, the maximum credit for any such
     continuous period where no work is performed is 501 hours.

     Your number of Employment Hours will be determined from payroll and other
     records. Where hourly employment records are not available, credit for 45
     Employment Hours will be given for each week in which you worked at least
     one hour. The maximum credit for periods of absence will be the number of
     hours of work normally expected to be worked for a like period.


     Plan participation terminates upon a Break in Service. A Break in Service
     occur during a Plan Year in which you are credited with fewer than 501
     Employment Hours. It is important to realize that a termination of Plan
     participation due to a Break in Service is not necessarily the same as a
     termination of employment.


     If you incur a Break in Service and later are credited with at least 501
     Employment Hours in a Plan Year, you will then be reinstated as a plan
     participant. If you are reinstated before incurring 5 consecutive 1 year
     Breaks in Service, any amounts otherwise forfeited by you during that
     period will be restored to your account if you repay the amount paid to you
     before the fifth anniversary of your date of reemployment. For example, if
     you have a Break in Service in 1999 and 2000, and then work at least 501
     hours in 2001, you will be reinstated in the Plan during 2001. You will
     then be credited for all prior Years of Credited Service, and any
     Forfeitures will be restored to your account, provided you make repayment.


     A leave of absence is not considered as part of a Break in Service if

     resumes on or before the expiration of the authorized period under either
     of the following circumstances:

     (1)  Non-Military Leave - authorized absence from employment granted for a
          period not to exceed two (2) years under an established leave policy.

     (2)  Military Leave - absences from employment for duty in the military
          (including Reserves or National Guard) where the law protects
          employment rights.

     You will be eligible for a special hourly credit if you are absent from
     work because of pregnancy, childbirth, adoption or childcare immediately
     following birth or adoption. Sufficient hours will be credited so that a
     Break in Service does not occur. If this absence spans two Plan Years and
     you have at least 501 hours in the first Plan Year without the special
     hourly credit, then you will be given credit for enough hours in the second
     Plan Year to avoid a Break in Service for that year. To receive credit for
     maternity or paternity leave in either Plan Year, you must be absent from
     work for one of the permitted reasons. The special hourly credit only
     counts to avoid a Break in Service. It cannot be used to give you a Year of
     Credited Service if you do not have 1,000 Employment Hours in a Plan Year.

     Unless you have sufficient Employment Hours to avoid a Break in Service,
     failure to return from a leave of absence will result in a termination of
     plan participation. Benefits will then be calculated as if you had left
     employment when the leave began. Upon your return from military leave,
     benefits will be determined as required by law.

                                 SECTION NO. 7

                         TIMING AND METHODS OF PAYMENT

     Your vested account value will be available for distribution after you
     terminate employment. If your benefit is $3,500 or more, payment may be
     made prior to your Normal Retirement Date only if you and your spouse

     Unless you request a deferral of distribution, distribution must be made no
     later than 60 days after the close of the Plan Year in which occurs the
     later of:

          a.   your employment termination date, or

          b.   your Normal Retirement Date.

     In no event, however, may your distribution be made later than the April
     1st of the calendar year following the year in which you reach age 70-1/2
     or terminate employment, whichever is later.

     In the event of a Participant's death, distribution of the Participant's
     Account balances shall be made to his/her Beneficiary within 5 years of the
     Participant's death. However, the 5 year rule requirement shall not apply
     in the following circumstances:

          1    Distributions to beneficiaries other than a surviving spouse -
     Distributions may be delayed when benefits are paid to the beneficiary
     (ies) over the life of such beneficiary(ies) and distributions begin not
     later than one year after the Participant's date of death.

          2.   Distributions to the Participant's surviving spouse -
     Distributions may be delayed until the later of (i) the December 31st
     following the date on which the Participant  would have attained age 70-1/2
     or (ii) the December 31st of the calendar year in which the Participant


     1.   For Married Participants. - If you are married, the normal form of
     payment is the Qualified Joint and Survivor Annuity. This annuity is
     payable for your lifetime with a 50% survivorship benefit continuing for
     the life of your surviving spouse. Your benefits will be paid in this form
     unless, with your spouse's consent, you elect an optional form permitted by
     the Plan (see C. below).

     The consent of your spouse to a form of payment other than a Qualified
     Joint and Survivor Annuity must be in writing, and witnessed by a notary

     The election period to waive the Qualified Joint and Survivor Annuity
     begins 90 days

     before the starting date of that annuity. This election may be revoked or
     reinstated at any time before payment of your benefit.

     If you and your spouse waive the Qualified Joint and Survivor Annuity,
     survivor benefits, if any, depend upon the optional form of payment you
     choose as described in Item C. below.

     2.   For Unmarried Participants. - If you are unmarried, the normal form of
     distribution is a life annuity (payable for your lifetime only). Your
     benefits will be paid in this form, unless you elect an optional form of
     distribution permitted by the Plan (see C. below).


     At your request and, if married, with your spouse's consent, payment will
     be made in one of the following optional forms:

     (1)  Lump Sum - This is a full cash settlement of your benefit entitlement.
          After payment is made to you, you have no further claim for a benefit.

     (2)  An annuity for your life - This form pays you equal monthly
          installments for the duration of your life only.

     (3)  An annuity for your life with a certain period - This form pays you a
          benefit for your life, with the added provision, in the event of your
          death within a certain period after benefit payments begin (for
          example, 10 years), for the balance of the payments that would have
          been distributed during that period to go to your beneficiary. The
          "period certain" must be designated before benefits begin.

     (4)  Installment payments - Under this form, there are no lifetime
          payments. Benefits are distributed over a specified period of time.
          The "specified period" (installment period) must be designated before
          benefits begin.

     Direct Rollover Option - If you elect to receive a lump sum settlement or
     installment payments over a period of less than 10 years. You have the
     option to direct the plan administrator to make payment of all or a portion
     of your benefit directly to your Individual Retirement Account (IRA) or
     another employer's plan. However, distribution amounts of $200 or less are
     not eligible for direct rollover.

     Election of an optional form of payment must be submitted on a form
     supplied by the Plan Administrator before benefit payment begins.


     You may request an in-service distribution [only from the 401 (k) aspect of
     the Plan] due to immediate and heavy financial need. This hardship
     distribution is not in addition to

     your other benefits and will, therefore, reduce the value of the benefits
     you will receive at normal retirement. You may request up to 100% of your
     salary deferrals [any earnings on your salary deferrals are not eligible
     for hardship withdrawal]. Withdrawal will be authorized only if the
     distribution is to be used for one of the following purposes:

     (a)  The payment of expenses for medical care (described in Section 213(d)
     of the Internal Revenue Code) previously incurred by you or your dependent
     or necessary for you or your dependent to obtain medical care;

     (b)  The costs directly related to the purchase of your principal residence
     (excluding mortgage payments);

     (c)  The payment of tuition and related educational fees for the next 12
     months of post-secondary education for yourself, your spouse or dependent;

     (d)  The payment necessary to prevent your eviction from your principal
     residence or foreclosure on the mortgage of your principal residence.

     A distribution will be made from your account, but only if you certify and
     agree that all of the following conditions are satisfied:

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

     (b)  You have obtained all distributions, other than hardship
     distributions, and all nontaxable (at the time of the loan) loans currently
     available under all plans maintained by your Employer;

     (c)  That your salary deferrals will be suspended for at least twelve (12)
     months after your receipt of the hardship distribution; and

     (d)  That you will not make elective contributions for your taxable year
     immediately following the taxable year of the hardship distribution, except
     to the extent permitted by the Plan.


     Upon attainment of age 59-1/2, you may request, in writing, an in-service
     distribution of all, or a portion of your Profit Sharing, Matching
     Contribution, Salary Deferral and Rollover Accounts.

                                 SECTION NO. 8

                               CLAIMS PROCEDURE
The Plan Administrator will make all determinations and decisions as to the
right of any person to a benefit under the Plan. A written claim can be filed
with the Plan Administrator by any person entitled to benefits or the authorized
representative of that person.

If a claim is denied (either wholly or partially), notice will be to the
claimant in writing by the Plan Administrator. The notice will:

     (1)  state the reason or reasons for the denial;

     (2)  tell which Plan provisions are the basis for the denial;

     (3)  if applicable, describe any additional material or information
     necessary to reverse the denial and explain the need for such material or
     information; and

     (4)  indicate the steps to be taken if the person making the claim wishes
     to submit the denial for review.

The notice of denial will be given to the person making the claim not more than
90 days after receipt by the Plan Administrator. Within 120 days after receiving
a denial, the person making the claim or the authorized representative of that
person may request a review. The request must be in writing. It may ask for an
opportunity to review documents related to the denial and may state issues and
comments indicating the reason the denial is being challenged.

The review decision will be made no later than 60 days after receipt of the
review request, unless special circumstances require more time. In this event, a
decision will be made as soon as possible thereafter, but not more than 120 days
after receipt of the review request. The claimant, or the claimant's
representative will be given written notice that additional time is required.

The review decision will clearly state to the claimant the basis for the
decision including the appropriate Plan provisions.

                                 SECTION NO. 9

                           INVESTMENT OF PLAN ASSETS


     You have the opportunity to direct the investment of your accounts under
     the Plan. The trustees shall select suitable investment vehicles into which
     you may direct your accounts. You may change your investments at any time
     in accordance with procedures established by the Plan Administrator.


     At the sole discretion of the Plan Administrator, you may borrow from your
     Salary Deferral, Profit Sharing, Matching Contribution and Rollover
     Accounts (whether or not you are still employed with the Employer). A loan
     to a plan member must, like any other investment in the Trust Fund, be in
     the Plan's best interest.

     There are various rules and requirements that apply for any loan. These
     rules are outlined in this section. In addition, your Employer has
     established a written loan program which explains these requirements in
     more detail. You can request a copy of the Loan Program from the Trustees.
     Generally, the rules for loans include the following:

     (a)  Loans must be made available to all participants and their
     beneficiaries on a uniform and non-discriminatory basis.

     (b)  All loans must be adequately secured. You may use up to one-half (1/2)
     of your vested Profit Sharing, Salary Deferral, Matching Contribution and
     Rollover Accounts as security for the loan. The Plan may also require that
     repayments on the loan obligation be by payroll deduction.

     (c)  All loans must bear a reasonable rate of interest. The interest rate
     must be one a bank or other professional lender would charge for making a
     loan in a similar circumstance.

     (d)  All loans must have a definite repayment period which provides for
     payments to be made not less frequently than quarterly, and for the loan to
     be amortized on a level basis over a period of time, not to exceed five (5)

     However, if you use the loan to acquire your principal residence, you may
     repay the loan over a reasonable period of time that may be longer than
     five (5) years.

     (e)  All loans will be considered a directed investment. All payments of
     principal and interest by you on a loan shall be credited to your account.

     (f)  The amount the Plan may loan to you is limited by rules under the
     Internal Revenue Code. All loans, when added to the outstanding balance of
     all other loans from the Plan, will be limited to the lesser of:

          (1)  $50,000 reduced by the excess, if any, of your highest
               outstanding balance of loans from the Plan during the one-year
               period prior to the date of the loan over your current
               outstanding balance of loans; or

          (2)  1/2 of the vested value of your Profit Sharing, Salary Deferral,
               Matching Contribution and Rollover Accounts.

     (g)  If you fail to make payments when they are due under the loan, you
     will be considered to be "in default". The Trustee would then have
     authority to take all reasonable actions to collect the balance owing on
     the loan. This could include filing a lawsuit or foreclosing on the
     security for the loan. Under certain circumstances, a loan that is in
     default may be considered a distribution from the Plan, and could result in
     taxable income to you. In any event, your failure to repay a loan will
     reduce the benefit you would otherwise be entitled to from the Plan.

                                SECTION NO. 10

                           MISCELLANEOUS INFORMATION

     The Employer intends that this Plan be permanent, but reserves the right,
     at any time, to amend or modify it. No amendment or modification of the
     Plan will deprive you of the benefit which you earned before the amendment
     or termination.

     If the Plan is terminated, you will have a right to benefits equal to the
     value of your account. There must be a valuation as of the termination
     date. Thereafter, the valuation will be as often as the Plan Administrator
     considers appropriate, but at least annually.


     To the extent permitted by applicable law, the Plan protects your unpaid
     benefits from the reach of creditors and does not allow transfer or
     assignment of benefits. A "Qualified Domestic Relations Order" will not be
     considered a transfer or assignment of benefits.

     A "Qualified Domestic Relations Order" is a court approved judgment or
     decree that:

          (1)  provides for child support, alimony or marital property rights to
               you spouse, former spouse, child or other dependent;

          (2)  is made under a state domestic relations law, including community
               property law;

          (3)  creates or recognizes the right of an "alternate payee" (your
               spouse, former spouse, child or other dependent) to receive all
               or a portion of your benefits ;

          (4)  does not change the amount or form of plan benefits.

A "Qualified Domestic Relations Order" may require that benefits be paid to an
alternate payee at a time when benefits are not otherwise available to you. For
example, within 10 years of normal retirement age, even though you have yet to

If the Plan Administrator receives a domestic relations order, you and your
alternate payee must be promptly notified in writing of its receipt and the
Plan's procedures for determining its qualification. Within 18 months
thereafter, the Plan Administrator must determine if the order is qualified and
notify both you and your alternate payee accordingly. If the order is in
dispute, then the Plan Administrator may segregate the amount in dispute,
provided the benefits are in pay status for a period not in excess of 18 months.

                                SECTION NO. 11

                             PARTICIPANT'S RIGHTS
As a Plan participant, you are entitled to certain rights and protections under
ERISA. ERISA provides that all Plan participants shall be entitled to:

(1)  Examine, without charge, at the Plan Administrator's office, all Plan
     documents and copies of all documents filed by the Plan Administrator with
     the U.S. Department of Labor, such as annual reports and Plan descriptions.

(2)  Obtain copies of all Plan documents and other Plan information upon written
     request to the Plan Administrator. The Plan Administrator may make a
     reasonable charge for the copies.

(3)  Receive a summary of the Plan's annual financial report.

(4)  Once a year, request in writing, a statement showing account value and the
     portion of such value which is nonforfeitable. Where your total account is
     forfeitable, the statement is to show the earliest date on which you could
     have a nonforfeitable benefit if you continue your present work schedule.
     This statement will be provided free of charge.

In addition to creating rights for plan participants, ERISA imposes duties upon
the persons who are responsible for the operation of the Plan. The people who
operate your Plan are called "fiduciaries" of the Plan and have a duty to act
prudently and in the interest of you and other Plan participants and

No one, including your Employer, may fire you or otherwise discriminate against
you in any way to prevent you from obtaining a benefit from this plan or
exercising your rights under ERISA.

If your claim for a benefit is denied, in whole or in part, you must receive a
written explanation of the reason for the denial. You have the right to have the
Plan Administrator review and reconsider your claim.

Under ERISA there are steps you can take to enforce the above rights. For

(1)  If you request materials from the Plan and do not receive them within 30
     days, you may file suit in a Federal Court. In such a case, the Court may
     require the Plan Administrator to provide the materials and pay you up to
     $100 a day until you receive the material, unless the materials were not
     sent because of reasons beyond the control of the Plan Administrator.

(2)  If you have a claim for benefits which is denied or ignored, in whole or in
     part, you may

file suit in a State or Federal Court.

(3)  If it should happen that the Plan fiduciaries misuse the Plan's money, or
     if you are discriminated against for asserting your rights, you may seek
     assistance from the U.S. Department of Labor, or may file suit in a Federal
     Court. The Court will decide who should pay the Court costs and legal fees.
     If you are successful, the Court may order the persons you have sued to pay
     these costs and fees. If you lose, the Court may order you to pay these
     costs and fees (for example, if it finds your claim is frivolous).

If you have any questions about your Plan, you should contact the Plan

If you have any questions about this statement or your rights under ERISA, you
should contact the nearest Area Office of the U.S. Labor-Management Service
Administration, Department of Labor.