AMENDMENT NO. 1 TO RETIREMENT SAVINGS TRUST AND PLAN A PROTOTYPE PLAN SPONSORED BY CALFEE, HALTER & GRISWOLD LLP

“(b)                            Safe Harbor Adjustments to Compensation. To the extent elected in the Adoption Agreement, the following adjustments will be made to the “Compensation” of an Employee:

(i)                                      Compensation shall be increased for salary reduction amounts which are excluded from the taxable income of the Employee under Code Sections 125 (including amounts deemed to be contributions under Code Section 125), 132(f)(4), 402(e)(3) and 402(h).

(ii)                                   Compensation shall be reduced by all of the following amounts even if they are taxable to the Employee:

(A)                               Expense reimbursements, expense allowances or moving expenses;

(B)                                 Cash and noncash fringe benefits and welfare benefits; and

(C)                                 Deferred compensation.

 (c)                                Compensation Limit . In addition to other applicable limitations set forth in the Trust and Plan, and notwithstanding any other provision of the Trust and Plan to the contrary, the maximum annual Compensation of each Employee that can be taken into account for any purpose under the Trust and Plan subsequent to December 31, 1999 shall be: (A) for Plan Years beginning before January 1, 2002, One Hundred Seventy Thousand Dollars ($170,000); and (B) for Plan Years beginning on or after January 1, 2002, Two Hundred Thousand Dollars ($200,000), plus such adjustments for cost of living as shall be prescribed by the Secretary of the Treasury in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding twelve (12) months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than twelve (12) months, the 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 twelve (12).”

2.             Section 5.6 of Article 5 of the Trust and Plan is hereby amended, effective as of January 1, 2002, by the deletion of said Section 5.6 in its entirety and the substitution in lieu thereof of a new Section 5.6 to read as follows:

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“5.6       Suspension of Pre-Tax Contributions .

In the event a Participant receives a distribution from his Pre-Tax Account as a result of hardship as described in Article 14, such Participant’s pre-tax contributions under Section 4.3, Section 5.1 and Section 5.8 hereof shall be suspended: (A) for hardship distributions taken prior to January 1, 2002, for a twelve (12) month period after his receipt of such hardship distribution; and (B) for hardship distributions taken on or after January 1, 2002, for a six (6) month period after his receipt of such hardship distribution. Notwithstanding the foregoing, if the Company shall so elect pursuant to the Adoption Agreement, the pre-tax contributions of Participants who took hardship distributions on or after January 1, 2001 and prior to January 1, 2002 shall be suspended for a period ending on the later of (i) the date which is six (6) months after his receipt of the hardship distribution, and (ii) January 1, 2002.”

3.             Article 5 of the Trust and Plan is hereby amended, effective as of January 1, 2002, by the addition of a new Section 5.8 at the end of said Article 5 to read as follows:

“5.8         Age 50 Catch-Up Contributions .

If elected by the Company in the Adoption Agreement, for periods beginning on or after January 1, 2002, any Active Participant who is eligible to make pre-tax contributions to this Trust and Plan pursuant to Section 5.1 hereof and who has attained age fifty (50) or will attain age fifty (50) before the close of the taxable year for which contributions under this Section 5.8 are made shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Code Section 414(v). Such catch-up contributions shall be additional pre-tax contributions, the amount of

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which shall not exceed the lesser of (i) the “applicable dollar amount”, or (ii) the Participant’s compensation (as defined in Code Section 415(c)(3)) for his taxable year reduced by any other elective deferrals (within the meaning of Code Section 402(g)) of the Participant for such taxable year. For purposes of this Section, the “applicable dollar amount” shall be equal to the following amounts:

For taxable years beginning after 2006, the “applicable dollar amount” shall be an amount determined annually by the Secretary of the Treasury in accordance with Section 414(v)(2)(C) of the Code.

All amounts designated by a Participant as catch-up contributions shall be paid to the Trustee in cash not later than the earliest date on which such amounts can reasonably be segregated from a Participating Company’s general assets. In any event, such amounts shall be paid to the Trustee not later than the fifteenth (15th) business day of the month immediately following the month in which such amount would otherwise have been payable to the Participant in cash. Catch-up contributions made to the Trust and Plan on behalf of a Participant shall be credited as of the date such amounts are received

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by the Trustee to the Pre-Tax Account established for the benefit of such Participant or, at the Administrator’s discretion, to a separate subaccount of such Pre-Tax Account. Such amounts shall be fully vested and nonforfeitable at all times.

Notwithstanding any other provision of this Trust and Plan to the contrary, catch-up contributions shall not be taken into account in applying:

(a)                                   the limits of Code Section 415, which limits are primarily described in Article 26 hereof;

(b)                                  the limit of Code Section 402(g), which limit is primarily described in Section 8.2 hereof;

(c)                                   the limits of Code Section 401(a)(30) and the Plan provisions implementing the requirements of Code Section 401(k)(3), which limits and requirements are primarily described in Sections 8.3 hereof;

(d)                                  the Plan provisions implementing the requirements of Code Section 416 for the Plan Year of contribution, which provisions are set forth in Article 25 hereof; and

(e)                                   the requirements of Code Section 410(b) for the Plan Year of contribution.”

4.             Section 7.6 of Article 7 of the Trust and Plan is hereby amended, effective as of January 1, 2002, by the deletion of said Section 7.6 and the substitution in lieu thereof of a new Section 7.6 to read as follows:

“7.6       Suspension of Contributions .

In the event a Participant receives a distribution from his Pre-Tax Account as a result of hardship as described in Article 14, such Participant’s after tax contributions under Section 7.1 hereof shall be suspended: (A) for hardship distributions taken prior to January 1, 2002, for a twelve (12) month period after his receipt of such hardship distribution; and (B) for hardship distributions taken on or after January 1, 2002, for a six

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(6) month period after his receipt of such hardship distribution. Notwithstanding the foregoing, if the Company shall so elect pursuant to the Adoption Agreement, the after tax contributions of Participants who took hardship distributions on or after January 1, 2001 and prior to January 1, 2002 shall be suspended for a period ending on the later of (i) the date which is six (6) months after receipt of the hardship distribution and (ii) January 1, 2002.”

5.             Section 8.1 of Article 8 of the Trust and Plan is hereby amended, effective as of January 1, 2002, by the deletion of subparagraph (d) of said Section 8.1 and the substitution in lieu thereof of a new subparagraph (d) to read as follows:

“(d)                            For Plan Years beginning prior to January 1, 2002, the contributions described in paragraphs (b) and (c) above shall be subject to the multiple use limit set forth in Section 8.5 hereof;”

6.             Section 8.2 of Article 8 of the Trust and Plan is hereby amended, effective as of January 1, 2002, by the deletion of the first paragraph of said Section 8.2 and the substitution in lieu thereof of a new first paragraph to read as follows:

“8.2                            The Dollar Limit .

Pre-tax contributions under Sections 4.3 and 5.1 of the Trust and Plan with respect to the taxable year of a Participant plus similar amounts contributed on a similar basis by any other employer (whether or not related to the Participating Companies) required by law to be aggregated with such contributions under this Trust and Plan shall not exceed Nine Thousand Five Hundred Dollars ($9,500.00), plus any increase for cost-of-living after 1997, as determined pursuant to regulations issued by the Secretary of the Treasury or his delegate pursuant to Code Section 415(d). Effective January 1, 2002, the limit on the pre-tax contributions of Participants shall be determined in accordance with

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Code Section 402(g)(1). In the event the Trust and Plan is a Simple Plan, pre-tax contributions under Sections 4.3 and 5.1 of the Trust and Plan with respect to the taxable year of a Participant shall not exceed Six Thousand Dollars ($6,000.00), plus any increase for cost-of-living after 1997 as determined pursuant to regulations issued by the Secretary of the Treasury or his delegate. Effective January 1, 2002, if the Trust and Plan is a Simple Plan, the limit on the pre-tax contributions of Participants shall be determined in accordance with Code Section 408(p)(2)(E).”

7.             Section 8.5 of Article 8 of the Trust and Plan is hereby amended, effective as of January 1, 2002, by the deletion of said Section 8.5 and the substitution in lieu thereof of a new Section 8.5 to read as follows:

“8.5           Multiple Use .

For Plan Years beginning before January 1, 2002, if the sum of the average Deferral Percentage and the average Contribution Percentage of the Participants who are Highly Compensated Employees exceeds the Aggregate Limit, then the pre-tax contributions made by a Participant for a Plan Year pursuant to Section 5.1, and the after tax contributions made by the Participant pursuant to Section 7.1 and the matching contributions made by the Company for such Plan Year pursuant to Section 6.1 shall be limited so that the sum of the average Deferral Percentage and the average Contribution Percentage for the Participants who are Highly Compensated Employees for the current Plan Year does not exceed the Aggregate Limit.”

8.             Section 8.6 of Article 8 of the Trust and Plan is hereby amended, effective as of January 1, 2002, by the deletion of said Section 8.6 and the substitution in lieu thereof of a new Section 8.6 to read as follows:

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“8.6         Deductibility Limit .

In no event shall the amount of all contributions by a Participating Company pursuant to Article 6 hereof, together with all amounts contributed by the Participating Companies to the Trustee pursuant to Participants’ elections under Section 5.1 hereof, exceed the maximum amount allowable as a deduction under Code Section 404(a)(3) or any statute of similar import, and, effective January 1, 2002, taking into account Section 616 of The Economic Growth and Tax Relief Reconciliation Act of 2001. Unless specifically authorized by the Board of the Participating Company, all such contributions are hereby expressly conditioned on their deductibility. Notwithstanding the foregoing, effective January 1, 2002, amounts contributed by the Participating Companies pursuant to Participants’ elections under Sections 5.1 and 5.8 hereof shall not be considered in determining the maximum amount allowable as a deduction under Code Section 404(a)(3). This limitation shall not apply to contributions which may be required in order to provide the minimum contributions described in Article 25 for any Plan Year in which this Trust and Plan is top-heavy. Nor shall this limitation apply to contributions which may be required in order to recredit the Account of any rehired Participant whose Account is to be recredited with previously forfeited amounts as described in Section 15.6 hereof.”

9.             Section 12.6 of Article 12 of the Trust and Plan is hereby amended, effective as of January 1, 2002, by the deletion of said Section 12.6 and the substitution in lieu thereof of a new Section 12.6 to read as follows:

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