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<SEC-DOCUMENT>0000905148-05-004639.txt : 20050912
<SEC-HEADER>0000905148-05-004639.hdr.sgml : 20050912
<ACCEPTANCE-DATETIME>20050912164838
ACCESSION NUMBER:		0000905148-05-004639
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20050912
DATE AS OF CHANGE:		20050912
EFFECTIVENESS DATE:		20050912

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MAGNA INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000749098
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-128257
		FILM NUMBER:		051080372

	BUSINESS ADDRESS:	
		STREET 1:		337 MAGNA DRIVE
		STREET 2:		N/A
		CITY:			AURORA, ONTARIO, CAN
		STATE:			A6
		ZIP:			L4G 7K1
		BUSINESS PHONE:		9057262462

	MAIL ADDRESS:	
		STREET 1:		337 MAGNA DRIVE
		STREET 2:		N/A
		CITY:			AURORA, ONTARIO, CAN
		STATE:			A6
		ZIP:			L4G 7K1
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>efc5-1680_5679810fms8.txt
<TEXT>

          As filed with the Securities and Exchange Commission on [o]
                                                Registration Statement No. [o]
- ------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                     ------------------------------------
                        FORM S-8 REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                     ------------------------------------

                           MAGNA INTERNATIONAL INC.
            (Exact name of registrant as specified in its charter)

  Province of Ontario, Canada                      Not Applicable
  ---------------------------                      --------------
(State or other jurisdiction of           (IRS Employer Identification Number)
 incorporation or organization)

                            337 Magna Drive, Aurora
                            Ontario, Canada L4G 7K1
                            -----------------------
         (Address of principal executive offices, including zip code)

             THE MAGNA GROUP OF COMPANIES RETIREMENT SAVINGS PLAN
                           (Full title of the plan)

                             CT Corporation System
                                 1633 Broadway
                           New York, New York 10019
                                (212) 664-1666
           (Name, address and telephone number of agent for service)

                            -----------------------

                        Calculation of Registration Fee
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                           Proposed Maximum
     Title of Securities to be         Amount to be        Offering Price Per          Proposed Maximum          Amount of
            Registered               Registered(1)(2)           Share(3)           Aggregate Offering Price  Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                          <C>                        <C>                   <C>
Class A Subordinate Voting           400,000 shares               $72.53                     $29,012,000           $3,414.71
Shares, without par value
- -------------------------------------------------------------------------------------------------------------------------------
 Interests in the Plan                     (4)                    N/A                        N/A                    N/A
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Class A Subordinate Voting Shares (the "Shares") being registered also
consist of Shares to be acquired in the open market.

(2) There are also registered hereby such indeterminate number of Shares as
may become issuable pursuant to anti-dilution provisions of the plan. No
additional registration fee is included for these shares.

(3) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the shares on the New York Stock Exchange on September 6,
2005.

(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.


<PAGE>


                               EXPLANATORY NOTE

         This Registration Statement relates to The Magna Group of Companies
Retirement Savings Plan (the "Plan") and the offer and sale of the Shares of
Magna International Inc. (the "Registrant") pursuant to the Plan, together
with an indeterminate amount of interests in the Plan as may be purchased with
contributions under the Plan.


                                      2
<PAGE>



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in
this registration statement pursuant to Item 3 of Part II of this form taken
together constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

The Registrant hereby incorporates the following documents herein by
reference:

(a) the Registrant's Annual Report on Form 40-F for the fiscal year ended
December 31, 2004, filed with the Commission on March 31, 2005;

(b) the Registrant's Current Reports on Form 6-K dated January 13, 2005,
February 2, 2005, February 7, 2005, February 10, 2005, March 2, 2005, March 8,
2005, March 31, 2005, March 31, 2005, April 1, 2005, April 4, 2005, April 5,
2005, May 13, 2005, August 10, 2005 and August 12, 2005;

(c) the description of the Registrant's Class A Subordinate Voting Shares
contained in the Registration Statement on Form F-4, filed with the Commission
on July 18, 2002 (Commission File Number 333-96719);

All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.
         -------------------------

         Not required.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Section 5.2 of the Registrant's general By-Law provides that the
Registrant shall indemnify a director, officer, former director, former
officer or a person who acts or acted at the Registrant's request as a
director or officer or other similar executive for another body corporate or
other organization of which the Registrant is or was a shareholder (or other
type of equity-holder) or creditor, and such person's heirs and legal
representatives,


                                      3

<PAGE>

against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director, officer or
other similar executive of such body corporate or other organization, to the
full extent permitted by law. The Registrant is authorized to enter into
agreements evidencing its indemnity in favor of the foregoing persons to the
full extent permitted by law and may purchase and maintain insurance against
the risk of its liability to indemnify pursuant to this provision.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The following exhibits are filed as part of this Registration
Statement:

4.1      The Magna Group of Companies Retirement Savings Plan.
4.2      Articles of Arrangement and general By-Law of the Registrant, as
         amended to date.
5.1      Opinion of Sidley Austin Brown & Wood LLP.
5.2      The Registrant hereby undertakes to cause the Plan Sponsor to submit
         the Plan and any amendment thereto to the Internal Revenue Service
         (the "IRS") in a timely manner after the effective date of this
         Registration Statement, and to make all changes required by the IRS
         in order to qualify the Plan.
23.1     Consent of Ernst & Young LLP.
23.2     Consent of Sidley Austin Brown & Wood LLP (included as part of
         Exhibit 5.1).

Item 9.  Undertakings.
         ------------

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in the Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in the volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the high or low end of the
          estimated maximum offering range may be reflected in the form of a
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more
          than a 20% change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;

                                      4

<PAGE>

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

         (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by a final adjudication of such issue.


                                      5

<PAGE>



                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Aurora, Province of Ontario, Canada,
as of this 9th day of September, 2005.

                                     MAGNA INTERNATIONAL INC.
                                     (Registrant)


                                     By:  /s/ Vincent J. Galifi
                                         -------------------------------------
                                          Vincent J. Galifi
                                          Executive Vice President and
                                          Chief Financial Officer


                                     By:  /s/ Brian Colburn
                                         -------------------------------------
                                          J. Brian Colburn
                                          Executive Vice President,
                                          Special Projects and
                                          Secretary


                                      6
<PAGE>


                               POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints Vincent J. Galifi, Frank
Stronach and J. Brian Colburn, and each of them singly, his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement (any of which amendments may make
such changes and additions to this Registration Statement as such
attorneys-in-fact may deem necessary or appropriate) and to file the same,
with all exhibits thereto, and any other documents that may be required in
connection therewith, granting unto said attorneys-in-fact and agents full
power and authority to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities indicated as of the
9th day of September, 2005.

                 Signature                              Title
                 ---------                              -----


       /s/ Donald J. Walker
      ------------------------                Co-Chief Executive Officer
         Donald J. Walker


      /s/ Siegfried Wolf
      ------------------------                Co-Chief Executive Officer
          Siegfried Wolf                         and Director


      /s/ Vincent J. Galifi
      ------------------------             Executive Vice President, Chief
         Vincent J. Galifi                        Financial Officer


      /s/ Patrick W. D. McCann
      -------------------------             Vice President and Controller
       Patrick W.D. McCann


      /s/ Frank Stronach
      ------------------------                    Chairman of the Board
         Frank Stronach


      /s/ William H. Fike
      ------------------------                         Director
         William H. Fike


      /s/ Manfred Gingl
     ------------------------                          Director
          Manfred Gingl


      /s/ Michael D. Harris
      ------------------------                         Director
          Michael D. Harris


                                      7
<PAGE>



       /s/ Edward C. Lumley
       -----------------------                           Director
          Edward C. Lumley



       -----------------------                           Director
           Klaus Mangold


       /s/ Donald Resnick
       -----------------------                           Director
           Donald Resnick


       /s/ Royden R. Richardson
       -------------------------                         Director
         Royden R. Richardson



       ------------------------                          Director
           Franz Vranitzky


       /s/ Mark Hogan
       ------------------------                        President and
              Mark Hogan                     Authorized U.S. Representative



                                      8
<PAGE>



        The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, the administrator of The Magna Group of Companies Retirement
Savings Plan has duly caused this Registration Statement on Form S-8 to be
signed on the Plan's behalf by the undersigned, thereunto duly authorized, in
the Town of Aurora, Province of Ontario, Canada, on this 9th day of September,
2005.

                        The Magna Group of Companies Retirement Savings Plan


                          By:   Magna International of America, Inc, as Sponsor


                          By:   /s/ Vincent J. Galifi
                                ---------------------------------------------
                                Vincent J. Galifi
                                Executive Vice President and Chief Financial
                                Officer


                          By:   /s/ J. Brian Colburn
                                ----------------------------------------------
                                J. Brian Colburn
                                Executive Vice President, Special Projects and
                                Secretary



                                      9

<PAGE>


                                 EXHIBIT INDEX

Exhibit
Number
- ------

4.1    The Magna Group of Companies Retirement Savings Plan.
4.2    Articles of Arrangement and general By-Law of the Registrant, as amended
       to date.
5.1    Opinion of Sidley Austin Brown & Wood LLP.
5.2    The Registrant hereby undertakes to cause the Plan Sponsor to submit
       the Plan and any amendment thereto to the Internal Revenue Service
       (the "IRS") in a timely manner after the effective date of this
       Registration Statement, and to make all changes required by the IRS
       in order to qualify the Plan.
23.1   Consent of Ernst & Young LLP.
23.2   Consent of Sidley Austin Brown & Wood LLP (included as part of Exhibit
       5.1).


                                     E-1


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>efc5-1680_exhibit41.txt
<TEXT>
                                  Exhibit 4.1
             The Magna Group of Companies Retirement Savings Plan


                                     E-1
<PAGE>




                         THE MAGNA GROUP OF COMPANIES
                           RETIREMENT SAVINGS PLANS























Defined Contribution Plan 8.0

Restated January 1, 2005


<PAGE>


                               TABLE OF CONTENTS


INTRODUCTION


ARTICLE I                      FORMAT AND DEFINITIONS

        Section 1.01    -----  Format
        Section 1.02    -----  Definitions

ARTICLE II                     PARTICIPATION

        Section 2.01    -----  Active Participant
        Section 2.02    -----  Inactive Participant
        Section 2.03    -----  Cessation of Participation

ARTICLE III                    CONTRIBUTIONS

        Section 3.01    -----  Employer Contributions
        Section 3.01A   -----  Voluntary Contributions by Participants
        Section 3.01B   -----  Rollover Contributions
        Section 3.02    -----  Forfeitures
        Section 3.03    -----  Allocation
        Section 3.04    -----  Contribution Limitation
        Section 3.05    -----  Excess Amounts

ARTICLE IV                     INVESTMENT OF CONTRIBUTIONS

        Section 4.01    -----  Investment and Timing of Contributions
        Section 4.01A   -----  Investment in Qualifying Employer Securities
        Section 4.02    -----  Purchase of Insurance
        Section 4.03    -----  Transfer of Ownership
        Section 4.04    -----  Termination of Insurance

ARTICLE V                      BENEFITS

        Section 5.01    -----  Retirement Benefits
        Section 5.02    -----  Death Benefits
        Section 5.03    -----  Vested Benefits
        Section 5.04    -----  When Benefits Start
        Section 5.05    -----  Withdrawal Benefits
        Section 5.06    -----  Loans to Participants
        Section 5.07    -----  Distributions Under Qualified Domestic Relations
                               Orders





RESTATEMENT JANUARY 1, 2005         3           TABLE OF CONTENTS (4-4119) -4

<PAGE>

ARTICLE VI                     DISTRIBUTION OF BENEFITS

        Section 6.01    -----  Automatice Forms of Distribution
        Section 6.02    -----  Optional Forms of Distribution
        Section 2.01    -----  Election Procedures
        Section 2.02    -----  Notice Requirements

ARTICLE VII                    DISTRIBUTION REQUIREMENTS

        Section 7.01    -----  Application
        Section 7.02    -----  Definitions
        Section 7.03    -----  Distribution Requirements

ARTICLE VIII                   TERMINATION OF THE PLAN

ARTICLE IX                     ADMINISTRATION OF THE PLAN

        Section 9.01    -----  Administration
        Section 9.02    -----  Expenses
        Section 9.03    -----  Records
        Section 9.04    -----  Information Available
        Section 9.05    -----  Claim and Appeal Procedures
        Section 9.06    -----  Delegation of Authority
        Section 9.07    -----  Exercise of Discretionary Authority
        Section 9.08    -----  Transaction Processing
        Section 9.09    -----  Adoption By Other Employers

ARTICLE X                      GENERAL PROVISIONS

        Section 10.01    -----  Amendments
        Section 10.02    -----  Direct Rollovers
        Section 10.03    -----  Mergers and Direct Transfers
        Section 10.04    -----  Provisions Relating to the Insurer and Other
                                Parties
        Section 10.05    -----  Employment Status
        Section 10.06    -----  Rights to Plan Assets
        Section 10.07    -----  Beneficiary
        Section 10.08    -----  Noalienation of Benefits
        Section 10.09    -----  Construction
        Section 10.10    -----  Legal Actions
        Section 10.11    -----  Small Amounts
        Section 10.12    -----  Word Usage
        Section 10.13    -----  Change in Service Method
        Section 10.14    -----  Military Service
        Section 10.15    -----  Location of Participants or Beneficiary Unknown


RESTATEMENT JANUARY 1, 2005         4           TABLE OF CONTENTS (4-4119) -4

<PAGE>



ARTICLE XI                     TOP-HEAVY PLAN REQUIREMENTS

        Section 11.01   -----  Application
        Section 11.02   -----  Definitions
        Section 11.03   -----  Modification of Vesting Requirements
        Section 11.04   -----  Modification of Contributions

PLAN EXECUTION



RESTATEMENT JANUARY 1, 2005         5           TABLE OF CONTENTS (4-4119) -4

<PAGE>

                                 INTRODUCTION

     The Primary Employer previously established a 401(k) plan on August 1,
1992.

     The Primary Employer is of the opinion that the plan should be changed.
It believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement,
effective January 1, 2005, is set forth in this document and is substituted in
lieu of the prior document with the exception of the Economic Growth and Tax
Relief Reconciliation Act of 2001 (EGTRRA) good faith compliance amendment and
any model amendment. Such amendment(s) shall continue to apply to this
restated plan until such provisions are integrated into the plan or such
amendment(s) are superseded by another amendment.

     The restated plan continues to be for the exclusive benefit of employees
of the Employer. All persons covered under the plan on December 31, 2004,
shall continue to be covered under the restated plan with no loss of benefits.

     It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.

     The following plans will be merged into this Plan:

Effective January 1, 2005:

     o    Davis Employees' 401(k) Plan, inception date October 1, 1985.

Effective February 1, 2005:

     o    Davis Industries, Inc. Deferred Compensation Profit Sharing Thrift
          Plan, inception date October 1, 1989.

Effective March 1, 2005:

     o    Magna International U.S. Employees' Deferred Profit Sharing Plan,
          inception date July 31, 1977.

     o    Intier Automotive U.S. Employees Deferred Profit Sharing Plan,
          inception date January 1, 2002.

     o    Decoma International of America U.S. Employees' Deferred Profit
          Sharing Plan, inception date August 1, 1998.

     o    Tesma International of America, Inc. U.S. Employees' Deferred Profit
          Sharing Plan, inception date February 1, 1995.


     (The foregoing four plans are referred to herein as the "Prior Profit
Sharing Plans".)

RESTATEMENT JANUARY 1, 2005         6                 INTRODUCTION (4-4119) -4

<PAGE>

     Each Employee who was an active participant under one of the plans set
forth above shall become an Active Participant under this Plan on the merger
date. His entry date under the prior document is deemed to be his Entry Date
under this Plan.

     An employee or former employee who was an inactive participant under one
of the plans set forth above shall become an Inactive Participant under this
Plan on the merger date. Eligibility for any benefits payable to him or on his
behalf and the amount of benefits shall be determined according to the
provisions of the prior document, unless otherwise stated in this document.




RESTATEMENT JANUARY 1, 2005          7                INTRODUCTION (4-4119) -4

<PAGE>


                                   ARTICLE I

                            FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

     Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

     These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

     Account means, for a Participant, his share of the Plan Fund. Separate
     accounting records are kept for those parts of his Account that result
     from:

     (a) Voluntary Contributions

     (b) Elective Deferral Contributions

     (c) Matching Contributions

     (d) Profit Sharing Contributions

     (e) Rollover Contributions

     If the Participant's Vesting Percentage is less than 100% as to any of
     the Employer Contributions, a separate accounting record will be kept for
     any part of his Account resulting from such Employer Contributions and,
     if there has been a prior Forfeiture Date, from such Contributions made
     before a prior Forfeiture Date.

     A Participant's Account shall be reduced by any distribution of his
     Vested Account and by any Forfeitures. A Participant's Account shall
     participate in the earnings credited, expenses charged, and any
     appreciation or depreciation of the Investment Fund. His Account is
     subject to any minimum guarantees applicable under the Annuity Contract
     or other investment arrangement and to any expenses associated therewith.

     ACP Test means the nondiscrimination test described in Code Section
     401(m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS
     SECTION of Article III.

     Active Participant means an Eligible Employee who is actively
     participating in the Plan according to the provisions in the ACTIVE
     PARTICIPANT SECTION of Article II.

     ADP Test means the nondiscrimination test described in Code Section
     401(k)(3) as provided for in subparagraph (c) of the EXCESS AMOUNTS
     SECTION of Article III.




RESTATEMENT JANUARY 1, 2005             8                ARTICLE I (4-4119) -4

<PAGE>


     Affiliated Service Group means any group of corporations, partnerships or
     other organizations of which the Employer is a part and which is
     affiliated within the meaning of Code Section 414(m) and regulations
     thereunder. Such a group includes at least two organizations one of which
     is either a service organization (that is, an organization the principal
     business of which is performing services), or an organization the
     principal business of which is performing management functions on a
     regular and continuing basis. Such service is of a type historically
     performed by employees. In the case of a management organization, the
     Affiliated Service Group shall include organizations related, within the
     meaning of Code Section 144(a)(3), to either the management organization
     or the organization for which it performs management functions. The term
     Controlled Group, as it is used in this Plan, shall include the term
     Affiliated Service Group.

     Alternate Payee means any spouse, former spouse, child, or other
     dependent of a Participant who is recognized by a qualified domestic
     relations order as having a right to receive all, or a portion of, the
     benefits payable under the Plan with respect to such Participant.

     Annuity Contract means the annuity contract or contracts into which the
     Primary Employer enters with the Insurer for guaranteed benefits, for the
     investment of Contributions in separate accounts, and for the payment of
     benefits under this Plan. The term Annuity Contract as it is used in this
     Plan shall include the plural unless the context clearly indicates the
     singular is meant.

     Annuity Starting Date means, for a Participant, the first day of the
     first period for which an amount is payable as an annuity or any other
     form.

     Base Compensation means the base compensation paid to an Employee by an
     Employer in a Plan Year, excluding overtime pay and bonuses. For purposes
     of this Plan, Base Compensation taken into account for any Plan Year
     shall be limited to $110,000. Base Compensation shall not include
     elective amounts that are not includible in an Employee's gross income
     pursuant to Code Section 132(f)(4).

     Beneficiary means the person or persons named by a Participant to receive
     any benefits under the Plan when the Participant dies. See the
     BENEFICIARY SECTION of Article X.

     Bonus Pay means Compensation that is paid to Active Participants as part
     of the Employee Equity and Profit Participation Program or any other
     bonus Compensation that the Active Participant can take in cash or defer
     into the Plan.

     Claimant means any person who makes a claim for benefits under this Plan.
     See the CLAIM AND APPEAL PROCEDURES SECTION of Article IX.

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

     Compensation means, except for purposes of the CONTRIBUTION LIMITATION
     SECTION of Article III and Article XI, the total earnings, except as
     modified in this definition, paid or made available to an Employee by the
     Employer or a Predecessor Employer which did not maintain this Plan
     during any specified period. Earnings exclude earnings while a partner or
     proprietor of such Predecessor Employer.

     "Earnings" in this definition means wages within the meaning of Code
     Section 3401(a) and all other payments of compensation to an Employee by
     the Employer (in the course of the Employer's trade or business) for
     which the Employer is required to furnish the Employee a written
     statement under Code



RESTATEMENT JANUARY 1, 2005             9                ARTICLE I (4-4119) -4

<PAGE>

     Sections 6041(d), 6051(a)(3), and 6052. Earnings must be determined
     without regard to any rules under Code Section 3401(a) that limit the
     remuneration included in wages based on the nature or location of the
     employment or the services performed (such as the exception for
     agricultural labor in Code Section 3401(a)(2)). The amount reported in
     the "Wages, Tips and Other Compensation" box on Form W-2 satisfies this
     definition.

     For any Self-employed Individual, Compensation means Earned Income.

     For purposes of determining the allocation or amount of

          Matching Contributions
          Profit Sharing Contributions

     Compensation shall exclude the following:

          bonuses
          overtime pay

     Compensation shall also include elective contributions. For this purpose,
     elective contributions are amounts contributed by the Employer pursuant
     to a salary reduction agreement and which are not includible in the gross
     income of the Employee under Code Section 125, 402(e)(3), 402(h)(1)(B),
     or 403(b). Elective contributions also include compensation deferred
     under a Code Section 457 plan maintained by the Employer and employee
     contributions "picked up" by a governmental entity and, pursuant to Code
     Section 414(h)(2), treated as Employer contributions. For years beginning
     after December 31, 1997, elective contributions shall also include
     amounts contributed by the Employer pursuant to a salary reduction
     agreement and which are not includible in the gross income of the
     Employee under Code Section 132(f)(4).

     For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer
     may elect to use an alternative nondiscriminatory definition of
     Compensation in accordance with the regulations under Code Section
     414(s).

     For Plan Years beginning on or after January 1, 1994, the annual
     Compensation of each Participant taken into account for determining all
     benefits provided under the Plan for any determination period shall not
     exceed $150,000, as adjusted for increases in the cost-of-living in
     accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment
     in effect for a calendar year applies to any determination period
     beginning in such calendar year.

     If a determination period consists of fewer than 12 months, the annual
     limit is an amount equal to the otherwise applicable annual limit
     multiplied by a fraction. The numerator of the fraction is the number of
     months in the short determination period, and the denominator of the
     fraction is 12.

     If Compensation for any prior determination period is taken into account
     in determining a Participant's contributions or benefits for the current
     Plan Year, the Compensation for such prior determination period is
     subject to the applicable annual compensation limit in effect for that
     determination period. For this purpose, in determining contributions or
     benefits in Plan Years beginning on or after January 1, 1994, the annual
     compensation limit in effect for determination periods beginning before
     that date is $150,000.



RESTATEMENT JANUARY 1, 2005             10                ARTICLE I (4-4119) -4

<PAGE>

     Compensation means, for a Leased Employee, Compensation for the services
     the Leased Employee performs for the Employer, determined in the same
     manner as the Compensation of Employees who are not Leased Employees,
     regardless of whether such Compensation is received directly from the
     Employer or from the leasing organization.

     Contributions means

          Elective Deferral Contributions
          Matching Contributions
          Profit Sharing Contributions
          Voluntary Contributions
          Rollover Contributions

     as set out in Article III, unless the context clearly indicates only
     specific contributions are meant.

     Controlled Group means any group of corporations, trades, or businesses
     of which the Employer is a part that are under common control. A
     Controlled Group includes any group of corporations, trades, or
     businesses, whether or not incorporated, which is either a
     parent-subsidiary group, a brother-sister group, or a combined group
     within the meaning of Code Section 414(b), Code Section 414(c) and
     regulations thereunder and, for purposes of determining contribution
     limitations under the CONTRIBUTION LIMITATION SECTION of Article III, as
     modified by Code Section 415(h) and, for the purpose of identifying
     Leased Employees, as modified by Code Section 144(a)(3). The term
     Controlled Group, as it is used in this Plan, shall include the term
     Affiliated Service Group and any other employer required to be aggregated
     with the Employer under Code Section 414(o) and the regulations
     thereunder.

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

     Distributee means an Employee or former Employee. In addition, the
     Employee's (or former Employee's) surviving spouse and the Employee's (or
     former Employee's) spouse or former spouse who is the alternate payee
     under a qualified domestic relations order, as defined in Code Section
     414(p), are Distributees with regard to the interest of the spouse or
     former spouse.

     Earned Income means, for a Self-employed Individual, net earnings from
     self-employment in the trade or business for which this Plan is
     established if such Self-employed Individual's personal services are a
     material income producing factor for that trade or business. Net earnings
     shall be determined without regard to items not included in gross income
     and the deductions properly allocable to or chargeable against such
     items. Net earnings shall be reduced for the employer contributions to
     the Employer's qualified retirement plan(s) to the extent deductible
     under Code Section 404.

     Net earnings shall be determined with regard to the deduction allowed to
     the Employer by Code Section 164(f) for taxable years beginning after
     December 31, 1989.

     Elective Deferral Contributions means contributions made by the Employer
     to fund this Plan in accordance with elective deferral agreements between
     Eligible Employees and the Employer.

     Elective deferral agreements shall be made, changed, or terminated
     according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of
     Article III.


RESTATEMENT JANUARY 1, 2005             11                ARTICLE I (4-4119) -4


<PAGE>


     Elective Deferral Contributions shall be 100% vested and subject to the
     distribution restrictions of Code Section 401(k) when made. See the WHEN
     BENEFITS START SECTION of Article V.

     Eligibility Service means an Employee's Period of Service. Eligibility
     Service shall be measured from his Employment Commencement Date to his
     most recent Severance Date. Eligibility Service shall be reduced by any
     Period of Severance that occurred prior to his most recent Severance
     Date, unless such Period of Severance is included under the service
     spanning rule below. This period of Eligibility Service shall be
     expressed as months (on the basis that 30 days equal one month).

     However, Eligibility Service is modified as follows:

     Period of Military Duty included:

          A Period of Military Duty shall be included as service with the
          Employer to the extent it has not already been credited.

     Period of Severance included (service spanning rule):

          A Period of Severance shall be deemed to be a Period of Service
          under either of the following conditions:

          (a)  the Period of Severance immediately follows a period during
               which an Employee is not absent from work and ends within 12
               months; or

          (b)  the Period of Severance immediately follows a period during
               which an Employee is absent from work for any reason other than
               quitting, being discharged, or retiring (such as a leave of
               absence or layoff) and ends within 12 months of the date he was
               first absent.

     Controlled Group service included:

          An Employee's service with a member firm of a Controlled Group while
          both that firm and the Employer were members of the Controlled Group
          shall be included as service with the Employer.

     Eligible Employee means any Employee of the Employer who meets the
     following requirement. His employment classification with the Employer is
     the following:

          Not a nonresident alien, within the meaning of Code Section
          7701(b)(1)(B), who receives no earned income, within the meaning of
          Code Section 911(d)(2), from the Employer which constitutes income
          from sources within the United States, within the meaning of Code
          Section 861(a)(3), or who receives such earned income but it is all
          exempt from income tax in the United States under the terms of an
          income tax convention.

          Not a Leased Employee.

     All employees of the United States organizations that are included in the
     Controlled Group are eligible for the Plan once they meet any minimum age
     and/or service requirements and the Employer has elected to adopt this
     Plan with the consent of the Primary Employer.



RESTATEMENT JANUARY 1, 2005             12                ARTICLE I (4-4119) -4

<PAGE>


     Eligible Retirement Plan means an individual retirement account described
     in Code Section 408(a), an individual retirement annuity described in
     Code Section 408(b), an annuity plan described in Code Section 403(a) or
     a qualified trust described in Code Section 401(a), 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.

     Eligible Rollover Distribution means any distribution of all or any
     portion of the balance to the credit of the Distributee, except that an
     Eligible Rollover Distribution does not include: (i) any distribution
     that is one of a series of substantially equal periodic payments (not
     less frequently than annually) made for the life (or life expectancy) of
     the Distributee or the joint lives (or joint life expectancies) of the
     Distributee and the Distributee's designated Beneficiary, or for a
     specified period of ten years or more; (ii) any distribution to the
     extent such distribution is required under Code Section 401(a)(9); (iii)
     any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV)
     received after December 31, 1998; (iv) the portion of any other
     distribution(s) that is not includible in gross income (determined without
     regard to the exclusion for net unrealized appreciation with respect to
     employer securities); and (v) any other distribution(s) that is
     reasonably expected to total less than $200 during a year.

     Employee means an individual who is employed by the Primary Employer or
     any other employer required to be aggregated with the Primary Employer
     under Code Sections 414(b), (c), (m), or (o).

     The term Employee shall include any Self-employed Individual treated as
     an employee of any employer described in the preceding paragraph as
     provided in Code Section 401(c)(1). The term Employee shall not include
     any Leased Employee deemed to be an employee of any employer described in
     the preceding paragraph as provided in Code Section 414(n) or (o).

     Employer means any employer that adopts this Plan and all members of a
     controlled group of corporations (as defined in Code Section 414(b) as
     modified by Code Section 415(h)), all commonly controlled trades or
     businesses (as defined in Code Section 414(c) as modified by Code Section
     415(h)) or affiliated service groups (as defined in Code Section 414(m))
     of which the adopting employer is a part, and any other entity required
     to be aggregated with the Primary Employer pursuant to regulations under
     Code Section 414(o), in each case that adopts this Plan with the consent
     of the Primary Employer. All members of the Controlled Group who are
     participating in this Plan as of September 30, 2002 will continue to be
     participating Employers in this Plan after September 30, 2002. All
     entities which become a member of the Controlled Group after September
     30, 2002 may adopt this Plan with the consent of the Primary Employer and
     the Employees of such adopting Employer will be eligible to participate
     in this Plan on the Monthly Date designated by the adopting Employer and
     the Primary Employer.

     Employer Contributions means

          Elective Deferral Contributions
          Matching Contributions
          Profit Sharing Contributions

     as set out in Article III and contributions made by the Employer to fund
     this Plan in accordance with the provisions of the MODIFICATION OF
     CONTRIBUTIONS SECTION of Article XI, unless the context clearly indicates
     only specific contributions are meant.

     Employment Commencement Date means the date an Employee first performs an
     Hour-of-Service.


RESTATEMENT JANUARY 1, 2005             13                ARTICLE I (4-4119) -4


<PAGE>


     Entry Date means the date an Employee first enters the Plan as an Active
     Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

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

     Fiscal Year means the Primary Employer's taxable year. The last day of
     the Fiscal Year is December 31.

     Forfeiture means the part, if any, of a Participant's Account that is
     forfeited. See the FORFEITURES SECTION of Article Ill.

     Forfeiture Date means, as to a Participant, the date the Participant
     incurs five consecutive Vesting Breaks in Service.

     Highly Compensated Employee means any Employee who:

     (a)  was a 5-percent owner at any time during the year or the preceding
          year, or

     (b)  for the preceding year had compensation from the Employer in excess
          of $80,000 and, if the Employer so elects, was in the top-paid group
          for the preceding year. The $80,000 amount is adjusted at the same
          time and in the same manner as under Code Section 415(d), except
          that the base period is the calendar quarter ending September 30,
          1996.

     For this purpose the applicable year of the plan for which a
     determination is being made is called a determination year and the
     preceding 12-month period is called a look-back year. If the Employer
     makes a calendar year data election, the look-back year shall be the
     calendar year beginning with or within the look-back year. The Plan may
     not use such election to determine whether Employees are Highly
     Compensated Employees on account of being a 5-percent owner.

     In determining who is a Highly Compensated Employee, the Employer does
     not make a top-paid group election. In determining who is a Highly
     Compensated Employee, the Employer does not make a calendar year data
     election.

     Calendar year data elections and top-paid group elections, once made,
     apply for all subsequent years unless changed by the Employer. If the
     Employer makes one election, the Employer is not required to make the
     other. If both elections are made, the look-back year in determining the
     top-paid group must be the calendar year beginning with or within the
     look-back year. These elections must apply consistently to the
     determination years of all plans maintained by the Employer which
     reference the highly compensated employee definition in Code Section
     414(q), except as provided in Internal Revenue Service Notice 97-45 (or
     superseding guidance). The consistency requirement will not apply to
     determination years beginning with or within the 1997 calendar year, and
     for determination years beginning on or after January 1, 1998 and before
     January 1, 2000, satisfaction of the consistency requirement is
     determined without regard to any nonretirement plans of the Employer.

     The determination of who is a highly compensated former Employee is based
     on the rules applicable to determining Highly Compensated Employee status
     as in effect for that determination year, in accordance with section
     1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Internal
     Revenue Service Notice 97-45.


RESTATEMENT JANUARY 1, 2005             14                ARTICLE I (4-4119) -4

<PAGE>


     In determining whether an Employee is a Highly Compensated Employee for
     years beginning in 1997, the amendments to Code Section 414(q) stated
     above are treated as having been in effect for years beginning in 1996.

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

     Hour-of-Service means, for the elapsed time method of crediting service
     in this Plan, each hour for which an Employee is paid, or entitled to
     payment, for performing duties for the Employer. Hour-of-Service means,
     for the hours method of crediting service in this Plan, the following:

     (a)  Each hour for which an Employee is paid, or entitled to payment, for
          performing duties for the Employer during the applicable computation
          period.

     (b)  Each hour for which an Employee is paid, or entitled to payment, by
          the Employer because of a period of time in which no duties are
          performed (irrespective of whether the employment relationship has
          terminated) due to vacation, holiday, illness, incapacity (including
          disability), layoff, jury duty, military duty or leave of absence.
          Notwithstanding the preceding provisions of this subparagraph (b),
          no credit will be given to the Employee:

          (1)  for more than 501 Hours-of-Service under this subparagraph (b)
               because of any single continuous period in which the Employee
               performs no duties (whether or not such period occurs in a
               single computation period); or

          (2)  for an Hour-of-Service for which the Employee is directly or
               indirectly paid, or entitled to payment, because of a period in
               which no duties are performed if such payment is made or due
               under a plan maintained solely for the purpose of complying
               with applicable worker's or workmen's compensation, or
               unemployment compensation, or disability insurance laws; or

          (3)  for an Hour-of-Service for a payment which solely reimburses
               the Employee for medical or medically related expenses incurred
               by him.

          For purposes of this subparagraph (b), a payment shall be deemed to
          be made by, or due from the Employer, regardless of whether such
          payment is made by, or due from the Employer, directly or indirectly
          through, among others, a trust fund or insurer, to which the
          Employer contributes or pays premiums and regardless of whether
          contributions made or due to the trust fund, insurer or other entity
          are for the benefit of particular employees or are on behalf of a
          group of employees in the aggregate.

     (c)  Each hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Employer. The same
          Hours-of-Service shall not be credited both under subparagraph (a)
          or subparagraph (b) above (as the case may be) and under this
          subparagraph (c). Crediting of Hours-of-Service for back pay awarded
          or agreed to with respect to periods described in subparagraph (b)
          above will be subject to the limitations set forth in that
          subparagraph.




RESTATEMENT JANUARY 1, 2005             15                ARTICLE I (4-4119) -4

<PAGE>


     The crediting of Hours-of-Service above shall be applied under the rules
     of paragraphs (b) and (c) of the Department of Labor Regulation
     2530.200b-2 (including any interpretations or opinions implementing such
     rules); which rules, by this reference, are specifically incorporated in
     full within this Plan. The reference to paragraph (b) applies to the
     special rule for determining hours of service for reasons other than the
     performance of duties such as payments calculated (or not calculated) on
     the basis of units of time and the rule against double credit. The
     reference to paragraph (c) applies to the crediting of hours of service
     to computation periods.

     Hours-of-Service shall be credited for employment with any other employer
     required to be aggregated with the Employer under Code Sections 414(b),
     (c), (m), or (o) and the regulations thereunder for purposes of
     eligibility and vesting. Hours-of-Service shall also be credited for any
     individual who is considered an employee for purposes of this Plan
     pursuant to Code Section 414(n) or (o) and the regulations thereunder.

     Solely for purposes of determining whether a one-year break in service
     has occurred for eligibility or vesting purposes, during a Parental
     Absence an Employee shall be credited with the Hours-of-Service which
     otherwise would normally have been credited to the Employee but for such
     absence, or in any case in which such hours cannot be determined, eight
     Hours-of-Service per day of such absence. The Hours-of-Service credited
     under this paragraph shall be credited in the computation period in which
     the absence begins if the crediting is necessary to prevent a break in
     service in that period; or in all other cases, in the following
     computation period.

     Inactive Participant means a former Active Participant who has an
     Account. See the INACTIVE PARTICIPANT SECTION of Article II.

     Insurance Policy means, for a Participant, the life insurance policy or
     policies on his life issued by the Insurer as provided in Article IV. The
     term Insurance Policy as it is used in this Plan shall include the plural
     unless the context clearly indicates the singular is meant.

     Insurer means Principal Life Insurance Company and any other insurance
     company or companies named by the Trustee or Primary Employer.

     Investment Fund means the total of Plan assets, excluding the cash value
     of any Insurance Policy and the guaranteed benefit policy portion of any
     Annuity Contract. All or a portion of these assets may be held under the
     Trust Agreement.

     The Investment Fund shall be valued at current fair market value as of
     the Valuation Date. The valuation shall take into consideration
     investment earnings credited, expenses charged, payments made, and
     changes in the values of the assets held in the Investment Fund.

     The Investment Fund shall be allocated at all times to Participants,
     except as otherwise expressly provided in the Plan. The Account of a
     Participant shall be credited with its share of the gains and losses of
     the Investment Fund. That part of a Participant's Account invested in a
     funding arrangement which establishes one or more accounts or investment
     vehicles for such Participant thereunder shall be credited with the gain
     or loss from such accounts or investment vehicles. The part of a
     Participant's Account which is invested in other funding arrangements
     shall be credited with a proportionate share of the gain or loss of such
     investments. The share shall be determined by multiplying the gain or
     loss of the investment by the ratio of the part of the Participant's
     Account



RESTATEMENT JANUARY 1, 2005             16                ARTICLE I (4-4119) -4


<PAGE>


     invested in such funding arrangement to the total of the Investment Fund
     invested in such funding arrangement.

     Investment Manager means any fiduciary (other than a trustee or Named
     Fiduciary)

     (a)  who has the power to manage, acquire, or dispose of any assets of
          the Plan;

     (b)  who (i) is registered as an investment adviser under the Investment
          Advisers Act of 1940; (ii) is not registered as an investment
          adviser under such Act by reason of paragraph (1) of section 203A(a)
          of such Act, is registered as an investment adviser under the laws
          of the state (referred to in such paragraph (1)) in which it
          maintains its principal office and place of business, and, at the
          time it last filed the registration form most recently filed by it
          with such state in order to maintain its registration under the laws
          of such state, also filed a copy of such form with the Secretary of
          Labor, (iii) is a bank, as defined in that Act; or (iv) is an
          insurance company qualified to perform services described in
          subparagraph (a) above under the laws of more than one state; and

     (c)  who has acknowledged in writing being a fiduciary with respect to
          the Plan.

     Late Retirement Date means the first day of any month which is after a
     Participant's Normal Retirement Date and on which retirement benefits
     begin. If a Participant continues to work for the Employer after his
     Normal Retirement Date, his Late Retirement Date shall be the earliest
     first day of the month on or after the date he ceases to be an Employee.
     An earlier or a later Retirement Date may apply if the Participant so
     elects. An earlier Retirement Date may apply if the Participant is age 70
     1/2. See the WHEN BENEFITS START SECTION of Article V.

     Leased Employee means any person (other than an employee of the
     recipient) who, pursuant to an agreement between the recipient and any
     other person ("leasing organization"), has performed services for the
     recipient (or for the recipient and related persons determined in
     accordance with Code Section 414(n)(6)) on a substantially full time
     basis for a period of at least one year, and such services are performed
     under primary direction or control by the recipient. Contributions or
     benefits provided by the leasing organization to a Leased Employee, which
     are attributable to service performed for the recipient employer, shall
     be treated as provided by the recipient employer.

     A Leased Employee shall not be considered an employee of the recipient
     if:

     (a)  such employee is covered by a money purchase pension plan providing
          (i) a nonintegrated employer contribution rate of at least 10
          percent of compensation, as defined in Code Section 415(c)(3), but
          for years beginning before January 1, 1998, including amounts
          contributed pursuant to a salary reduction agreement which are
          excludible from the employee's gross income under Code Sections 125,
          402(e)(3), 402(h)(1)(B), or 403(b), (ii) immediate participation,
          and (iii) full and immediate vesting, and

     (b)  Leased Employees do not constitute more than 20 percent of the
          recipient's nonhighly compensated work force.




RESTATEMENT JANUARY 1, 2005             17                ARTICLE I (4-4119) -4


<PAGE>


     Loan Administrator means the person(s) or position(s) authorized to
     administer the Participant loan program.

     The Loan Administrator is Magna International Inc.

     Matching Contributions means contributions made by the Employer to fund
     this Plan which are contingent on a Participant's Elective Deferral
     Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

     Monthly Date means each Yearly Date and the same day of each following
     month during the Plan Year beginning on such Yearly Date.

     Named Fiduciary means the person or persons who have authority to control
     and manage the operation and administration of the Plan.

     The Named Fiduciary is Magna International Inc.

     Nonhighly Compensated Employee means an Employee of the Employer who is
     not a Highly Compensated Employee.

     Nonvested Account means the excess, if any, of a Participant's Account
     over his Vested Account.

     Normal Retirement Age means the age at which the Participant's normal
     retirement benefit becomes nonforfeitable if he is an Employee. A
     Participant's Normal Retirement Age is 60.

     Normal Retirement Date means the earliest first day of the month on or
     after the date the Participant reaches his Normal Retirement Age. Unless
     otherwise provided in this Plan, a Participant's retirement benefits
     shall begin on a Participant's Normal Retirement Date if he has ceased to
     be an Employee on such date and has a Vested Account. However, retirement
     benefits shall not begin before the later of age 62 or his Normal
     Retirement Age, unless the qualified election procedures of the ELECTION
     PROCEDURES SECTION of Article VI are met. Even if the Participant is an
     Employee on his Normal Retirement Date, he may choose to have his
     retirement benefit begin on such date. See the WHEN BENEFITS START
     SECTION of Article V.

     Owner-employee means a Self-employed Individual who, in the case of a
     sole proprietorship, owns the entire interest in the unincorporated trade
     or business for which this Plan is established. If this Plan is
     established for a partnership, an Owner-employee means a Self-employed
     Individual who owns more than 10 percent of either the capital interest
     or profits interest in such partnership.

     Parental Absence means an Employee's absence from work:

     (a)  by reason of pregnancy of the Employee,

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

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



RESTATEMENT JANUARY 1, 2005             18                ARTICLE I (4-4119) -4

<PAGE>


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

Participant means either an Active Participant or an Inactive Participant.

Participant Contributions means Voluntary Contributions as set out in Article
III.

Period of Military Duty means, for an Employee

(a)  who served as a member of the armed forces of the United States, and

(b)  who was reemployed by the Employer at a time when the Employee had a
     right to reemployment in accordance with seniority rights as protected
     under Chapter 43 of Title 38 of the U. S. Code,

the period of time from the date the Employee was first absent from active
work for the Employer because of such military duty to the date the Employee
was reemployed.

Period of Service means a period of time beginning on an Employee's Employment
Commencement Date or Reemployment Commencement Date (whichever applies) and
ending on his Severance Date.

Period of Severance means a period of time beginning on an Employee's
Severance Date and ending on the date he again performs an Hour-of-Service.

A one-year Period of Severance means a Period of Severance of 12 consecutive
months.

Solely, for purposes of determining whether a one-year Period of Severance has
occurred for eligibility or vesting purposes, the consecutive 12-month period
beginning on the first anniversary of the first date of a Parental Absence
shall not be a one-year Period of Severance.

Plan means the retirement savings plan of the Employer set forth in this
document, including any later amendments to it.

Plan Administrator means the person or persons who administer the Plan.

The Plan Administrator is Magna International Inc.

Plan Fund means the total of the Investment Fund, the guaranteed benefit
policy portion of any Annuity Contract, and the cash value of any Insurance
Policy. The Investment Fund shall be valued as stated in its definition. The
guaranteed benefit policy portion of any Annuity Contract shall be determined
in accordance with the terms of the Annuity Contract and, to the extent that
such Annuity Contract allocates contract values to Participants, allocated to
Participants in accordance with its terms. The cash value of any Insurance
Policy shall be stated in such policy. The total value of all amounts held
under the Plan Fund shall equal the value of the aggregate Participants'
Accounts under the Plan.

Plan Year means a period beginning on a Yearly Date and ending on the day
before the next Yearly Date.

Predecessor Employer means a firm of which the Employer was once a part (e.g.,
due to a spinoff or change of corporate status) or a firm absorbed by the
Employer because of a merger or acquisition


RESTATEMENT JANUARY 1, 2005             19                ARTICLE I (4-4119) -4

<PAGE>



     (stock or asset, including a division or an operation of such company)
     which maintained this Plan or which the Primary Employer determines to
     treat as a Predecessor Employer.

     Service with a Predecessor Employer which did not maintain this Plan may
     be included as service with the Employer for purposes of eligibility,
     vesting and/or for determining the number of "Points" as defined in the
     ALLOCATION SECTION of Article III, as determined by the Primary Employer.

     Primary Employer means Magna International of America, Inc.

     Profit Sharing Contributions means profit sharing contributions made by
     the Employer to fund a portion of this Plan. See the EMPLOYER
     CONTRIBUTIONS SECTION of Article III.

     Qualified Matching Contributions means Matching Contributions which are
     100% vested and subject to the distribution restrictions of Code Section
     401(k) when made. See the EMPLOYER CONTRIBUTIONS SECTION of Article III
     and the WHEN BENEFITS START SECTION of Article V.

     Qualifying Employer Securities means any security which is issued by the
     Employer or any Controlled Group member and which meets the requirements
     of Code Section 409(1) and ERISA Section 407(d)(5). This shall also
     include any securities that satisfied the requirements of the definition
     when these securities were assigned to the Plan.

     Qualifying Employer Securities Fund means that part of the assets of the
     Trust Fund that are designated to be held primarily or exclusively in
     Qualifying Employer Securities for the purpose of providing benefits for
     Participants.

     Quarterly Date means each January 1, April 1, July 1 and October 1.

     Reemployment Commencement Date means the date an Employee first performs
     an Hour-of-Service following a Period of Severance.

     Reentry Date means the date a former Active Participant reenters the
     Plan. See the ACTIVE PARTICIPANT SECTION of Article II.

     Retirement Date means the date a retirement benefit will begin and is a
     Participant's Normal or Late Retirement Date, as the case may be.

     Rollover Contributions means the Rollover Contributions which are made by
     an Eligible Employee or an Inactive Participant according to the
     provisions of the ROLLOVER CONTRIBUTIONS SECTION of Article III.

     Self-employed Individual means, with respect to any Fiscal Year, an
     individual who has Earned Income for the Fiscal Year (or who would have
     Earned Income but for the fact the trade or business for which this Plan
     is established did not have net profits for such Fiscal Year).

     Severance Date means the earlier of:

     (a)  the date on which an Employee quits, retires, dies, or is
          discharged, or


RESTATEMENT JANUARY 1, 2005             20                ARTICLE I (4-4119) -4


<PAGE>


     (b)  the first anniversary of the date an Employee begins a one-year
          absence from service (with or without pay). This absence may be the
          result of any combination of vacation, holiday, sickness,
          disability, leave of absence or layoff.

     Solely to determine whether a one-year Period of Severance has occurred
     for eligibility or vesting purposes for an Employee who is absent from
     service beyond the first anniversary of the first day of a Parental
     Absence, Severance Date is the second anniversary of the first day of the
     Parental Absence. The period between the first and second anniversaries
     of the first day of the Parental Absence is not a Period of Service and
     is not a Period of Severance.

     Totally and Permanently Disabled means that a Participant is disabled, as
     a result of a bodily injury, disease or mental disorder, to the extent
     that he is incapable of continuing in the employment of the Employer that
     employs him. The disability of any Participant shall be certified by two
     duly qualified physicians as determined by the Plan Administrator.

     Trust Agreement means an agreement or agreements of trust between the
     Primary Employer and Trustee established for the purpose of holding and
     distributing the Trust Fund under the provisions of the Plan. The Trust
     Agreement may provide for the investment of all or any portion of the
     Trust Fund in the Annuity Contract and any Insurance Policy or any other
     investment arrangement.

     Trust Fund means the total funds held under an applicable Trust
     Agreement. The term Trust Fund when used within a Trust Agreement shall
     mean only the funds held under that Trust Agreement.

     Trustee means the party or parties named in the applicable Trust
     Agreement. The term Trustee as it is used in this Plan is deemed to
     include the plural unless the context clearly indicates the singular is
     meant.

     Valuation Date means the date on which the value of the assets of the
     Investment Fund is determined. The value of each Account which is
     maintained under this Plan shall be determined on the Valuation Date. In
     each Plan Year, the Valuation Date shall be the last day of the Plan
     Year. At the discretion of the Plan Administrator, Trustee, or Insurer
     (whichever applies), assets of the Investment Fund may be valued more
     frequently. These dates shall also be Valuation Dates.

     Vested Account means the vested part of a Participant's Account. The
     Participant's Vested Account is determined as follows.

     If the Participant's Vesting Percentage is 100%, his Vested Account
     equals his Account.

     If the Participant's Vesting Percentage is less than 100%, his Vested
     Account equals the sum of (a) and (b) below:

     (a)  The part of the Participant's Account that results from Employer
          Contributions made before a prior Forfeiture Date and all other
          Contributions which were 100% vested when made.

     (b)  The balance of the Participant's Account in excess of the amount in
          (a) above multiplied by his Vesting Percentage.


RESTATEMENT JANUARY 1, 2005             21                ARTICLE I (4-4119) -4



<PAGE>



     If the Participant has withdrawn any part of his Account resulting from
     Employer Contributions, other than the vested Employer Contributions
     included in (a) above, the amount determined under this subparagraph (b)
     shall be equal to P(AB + D) - D as defined below:

     P    The Participant's Vesting Percentage.

     AB   The balance of the Participant's Account in excess of the amount in
          (a) above.

     D    The amount of the withdrawal resulting from Employer Contributions,
          other than the vested Employer Contributions included in (a) above.

     The Participant's Vested Account is nonforfeitable.

     Vesting Break in Service means a Vesting Computation Period in which an
     Employee is credited with 500 or fewer Hours-of-Service. An Employee
     incurs a Vesting Break in Service on the last day of a Vesting
     Computation Period in which he has a Vesting Break in Service.

     Vesting Computation Period means a consecutive 12-month period ending on
     the last day of each Plan Year, including corresponding consecutive
     12-month periods before August 1, 1992.

     Vesting Percentage means the percentage used to determine the
     nonforfeitable portion of a Participant's Account attributable to
     Employer Contributions which were not 100% vested when made.

     A Participant's Vesting Percentage attributable to Contributions made
     under the Davis Employees' 401(k) Plan or the Davis Industries, Inc.
     Deferred Compensation Profit Sharing Thrift Plan prior to merging with
     this Plan is shown in the following schedule opposite the number of whole
     years of his Vesting Service.

                    VESTING SERVICE                         VESTING
                     (whole years)                        PERCENTAGE

                      Less than 2                               0
                       2 or more                              100

     A Participant's Vesting Percentage for Profit Sharing Contributions is
     shown in the following schedule opposite the number of whole years of his
     Vesting Service.

                    VESTING SERVICE                         VESTING
                     (whole years)                        PERCENTAGE

                      Less than 1                               0
                           1                                   30
                           2                                   40
                           3                                   60
                           4                                   80
                      5 or more                               100


RESTATEMENT JANUARY 1, 2005             22                ARTICLE I (4-4119) -4

<PAGE>


     The Vesting Percentage for a Participant who is an Employee on or after
     the date he reaches Normal Retirement Age shall be 100%. The Vesting
     Percentage for a Participant who is an Employee on the date he becomes
     Totally and Permanently Disabled or dies shall be 100%.

     In the event of a Participant being permanently laid-off, if, in the
     opinion of the Employer that employs him, there is no other suitable
     employment for such Participant with the Employer, all amounts in such
     Participant's Account shall become 100% vested.

     If the schedule used to determine a Participant's Vesting Percentage is
     changed, the new schedule shall not apply to a Participant unless he is
     credited with an Hour-of-Service on or after the date of the change and
     the Participant's nonforfeitable percentage on the day before the date of
     the change is not reduced under this Plan. The amendment provisions of
     the AMENDMENTS SECTION of Article X regarding changes in the computation
     of the Vesting Percentage shall apply.

     Vesting Service means one year of service for each Vesting Computation
     Period in which an Employee is credited with at least 1,000
     Hours-of-Service.

     However, Vesting Service is modified as follows: Period of Military Duty
     included:

          A Period of Military Duty shall be included as service with the
          Employer to the extent it has not already been credited. For
          purposes of crediting Hours-of-Service during the Period of Military
          Duty, an Hour-of-Service shall be credited (without regard to the
          501 Hour-of-Service limitation) for each hour an Employee would
          normally have been scheduled to work for the Employer during such
          period.

     Controlled Group service included:

          An Employee's service with a member firm of a Controlled Group while
          both that firm and the Employer were members of the Controlled Group
          shall be included as service with the Employer.

     Voluntary Contributions means contributions by a Participant that are not
     required as a condition of employment, of participation, or for obtaining
     additional benefits from the Employer Contributions. See the VOLUNTARY
     CONTRIBUTIONS BY PARTICIPANTS SECTION of Article III.

     Yearly Date means August 1, 1992, and each following January 1.

     Years of Service means an Employee's Vesting Service disregarding any
     modifications which exclude service.



RESTATEMENT JANUARY 1, 2005             23              ARTICLE I (4-4119) -4


<PAGE>


                                  ARTICLE II

                                 PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

     (a)  An Employee shall first become an Active Participant (begin active
          participation in the Plan) on the earliest Monthly Date on which he
          is an Eligible Employee and has met both of the eligibility
          requirements set forth below. This date is his Entry Date.

          (1)  He has completed six months of Eligibility Service before his
               Entry Date.

          (2)  He is age 18 or older.

     (b)  Effective March 1, 2005, for purposes of Elective Deferral
          Contributions and Rollover Contributions, and effective April 1,
          2005, for purposes of Voluntary Contributions, an Employee shall
          first become an Active Participant (begin active participation in
          the Plan) on the earliest date on which he is an Eligible Employee.
          This date is his Entry Date. This Entry Date shall be used to
          determine if a Participant is an Active Participant for purposes of
          any minimum contribution or allocation under the MODIFICATION OF
          CONTRIBUTIONS SECTION of Article XI.

          For purposes of Matching Contributions, an Employee shall first
          become an Active Participant (begin active participation in the
          Plan) on the earliest Monthly Date on which he is an Eligible
          Employee and has met both of the eligibility requirements set forth
          below. This date is his Entry Date.

          (1)  He has completed six months of Eligibility Service before his
               Entry Date.

          (2)  He is age 18 or older.

          For purposes of Profit Sharing Contributions, an Employee shall
          first become an Active Participant (begin active participation in
          the Plan) on the first day of the Plan Year if he is employed by an
          Employer on the last day of the Plan Year and if he had 1,000
          Hours-of-Service in the Plan Year (or in his initial period of
          employment ending in the Plan Year).

          Each Employee who was an Active Participant under the Plan on
          December 31, 2004, shall continue to be an Active Participant if he
          is still an Eligible Employee on January 1, 2005, and his Entry Date
          shall not change.

          If service with a Predecessor Employer is counted for purposes of
          Eligibility Service, an Employee shall be credited with such service
          on the date he becomes an Employee and shall become an Active
          Participant on the earliest Monthly Date on which he is an Eligible
          Employee and has met all of the eligibility requirements above. This
          date is his Entry Date.

          If a person has been an Eligible Employee who has met all of the
          eligibility requirements above, but is not an Eligible Employee on
          the date which would have been his Entry Date, he shall


RESTATEMENT JANUARY 1, 2005             24              ARTICLE II (4-4119) -4

<PAGE>

          become  an  Active  Participant  on the  date he  again  becomes  an
          Eligible Employee. This date is his Entry Date.

          In the event an Employee who is not an Eligible Employee becomes an
          Eligible Employee, such Eligible Employee shall become an Active
          Participant immediately if such Eligible Employee has satisfied the
          eligibility requirements above and would have otherwise previously
          become an Active Participant had he met the definition of Eligible
          Employee. This date is his Entry Date.

     (c)  An Inactive Participant shall again become an Active Participant
          (resume active participation in the Plan) on the date he again
          performs an Hour-of-Service as an Eligible Employee. Notwithstanding
          the foregoing, an Inactive Participant, for purposes of Profit
          Sharing Contributions, shall again become a Participant as of the
          January 1 coincident with or next preceding the date on which he
          again becomes an Eligible Employee. If the Participant continues in
          employment until the last day of the Plan Year and has 1,000
          Hours-of-Service in the Plan Year (and is otherwise entitled to a
          Contribution under section 3.01(c)), a Profit Sharing Contribution
          shall be made on the Participant's behalf taking into account his
          "Points" as defined in the ALLOCATION SECTION of Article III
          attributable to his combined earnings and service for the Plan Year.
          This date is his Reentry Date.

     Upon again becoming an Active Participant, he shall cease to be an
Inactive Participant.

     (d)  A former Participant shall again become an Active Participant
          (resume active participation in the Plan) on the date he again
          performs an Hour-of-Service as an Eligible Employee. This date is
          his Reentry Date.

     There shall be no duplication of benefits for a Participant under this
Plan because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

     An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

     (a)  the date the Participant ceases to be an Eligible Employee, or

     (b)  the effective date of complete termination of the Plan under Article
          VIII.

     Any Participant who fails to meet, in any Plan Year, the eligibility
requirements for purposes of Profit Sharing Contributions set forth above,
shall be considered an Inactive Participant for that Plan Year for purposes of
Profit Sharing Contributions.

     An Employee or former Employee who was an Inactive Participant under the
Plan on December 31, 2004, shall continue to be an Inactive Participant on
January 1, 2005. Eligibility for any benefits payable to the Participant or on
his behalf and the amount of the benefits shall be determined according to the
provisions of the prior document, unless otherwise stated in this document.


RESTATEMENT JANUARY 1, 2005             25              ARTICLE II (4-4119) -4

<PAGE>

SECTION 2.03--CESSATION OF PARTICIPATION.

     A Participant shall cease to be a Participant on the date he is no longer
an Eligible Employee and his Account is zero.


RESTATEMENT JANUARY 1, 2005             26              ARTICLE II (4-4119) -4


<PAGE>


                                  ARTICLE III

                                 CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

     Employer Contributions shall be made without regard to current or
accumulated net income, earnings or profits of the Employer. Notwithstanding
the foregoing, the Plan shall continue to be designed to qualify as a profit
sharing plan for purposes of Code Sections 401(a), 402, 412, and 417. Such
Contributions shall be equal to the Employer Contributions as described below:

     (a)  The amount of each Elective Deferral Contribution for a Participant
          shall be equal to a portion of Compensation as specified in the
          elective deferral agreement. An Employee who is eligible to
          participate in the Plan may file an elective deferral agreement with
          the Employer. The Participant shall modify or terminate the elective
          deferral agreement by filing a new elective deferral agreement. The
          elective deferral agreement may not be made retroactively and shall
          remain in effect until modified or terminated.

          The elective deferral agreement to start or modify Elective Deferral
          Contributions shall be effective on the first day of the first pay
          period following the pay period in which the Participant's Entry
          Date (Reentry Date, if applicable) or any following Quarterly Date
          (effective March 1, 2005, any date) occurs. The elective deferral
          agreement must be entered into on or before the date it is
          effective.

          The elective deferral agreement to stop Elective Deferral
          Contributions may be entered into on any date. Such elective
          deferral agreement shall be effective on the first day of the pay
          period following the pay period in which the elective deferral
          agreement is entered into.

          Elective Deferral Contributions must be a whole percentage of
          Compensation and cannot be less than 2% nor more than 50% of
          Compensation. Elective Deferral Contributions based on Bonus Pay
          must be a whole percentage of Compensation and cannot be less than
          2% nor more than 100% of the Bonus Pay.

          Elective Deferral Contributions are fully (100%) vested and
          nonforfeitable.

     (b)  The Employer may make discretionary Matching Contributions. The
          percentage of Elective Deferral Contributions matched, if any, shall
          be a percentage as determined by the Employer. If the Employer makes
          a Matching Contribution, the percentage of Elective Deferral
          Contributions matched shall not be more than 100%.

          Elective Deferral Contributions which result from Bonus Pay will not
          be matched.

          Matching Contributions are calculated based on Elective Deferral
          Contributions and Compensation for the pay period. Matching
          Contributions are made for all persons who were Active Participants
          at any time during that pay period and whose cash remuneration from
          the Employer does not include a share of the profit generated by the
          location at which he is employed.



RESTATEMENT JANUARY 1, 2005             27             ARTICLE III (4-4119) -4


<PAGE>


          For members of a bargaining unit, should the Matching Contributions
          in the current collective bargaining agreement differ from the
          Matching Contributions otherwise determined by the Employer in this
          section, the provisions of the current collective bargaining
          agreement shall prevail.

          Any percentage determined by the Employer shall apply to all
          eligible persons for the entire Plan Year unless the Employer elects
          to suspend the Matching Contributions for the Plan Year and notifies
          all Active Participants in advance of the change.

          Matching Contributions are Qualified Matching Contributions. These
          Contributions are 100% vested and subject to the distribution
          restrictions of Code Section 401(k) when made.

     (c)  Profit Sharing Contributions may be made for each Plan Year in an
          amount equal to the greater of (i) 7% of the "pre-tax profits before
          profit sharing" (as defined in Magna's Corporate Constitution) for
          such year (in establishing the income, the rates of currency
          exchange used to determine the parent's consolidated income shall be
          used); or (ii) 3.5% of aggregate Base Compensation for all Active
          Participants.

          (i)  Four-sevenths (4/7) of such amount shall be contributed as a
               Profit Sharing Contribution and shall be invested in Qualifying
               Employer Securities (the "Employer Stock Subaccount").

          (ii) Three-sevenths (3/7) of such amount shall be contributed as a
               Profit Sharing Contribution that Participants can choose to
               invest in any of the investment options available under the
               Plan (the "Investment Fund Subaccount").

          Profit Sharing Contributions will not be made for an Employee who is
          entitled to receive cash remuneration from the Employer which
          includes a share of the profit of the Employer or the particular
          group, division or subsidiary at which he is employed.

          Profit Sharing Contributions are subject to the Vesting Percentage.

     Amounts transferred to this Plan from the Prior Profit Sharing Plans
shall be allocated to the Employer Stock Subaccount.

     No Participant shall be permitted to have Elective Deferral
Contributions, as defined in the EXCESS AMOUNTS SECTION of this article, made
under this Plan, or any other qualified plan maintained by the Employer,
during any taxable year, in excess of the dollar limitation contained in Code
Section 402(g) in effect at the beginning of such taxable year.

     An elective deferral agreement (or change thereto) must be made in such
manner and in accordance with such rules as the Plan Administrator may
prescribe (including by means of voice response or other electronic system
under circumstances the Plan Administrator permits) and may not be made
retroactively.

     Employer Contributions are allocated according to the provisions of the
ALLOCATION SECTION of this article.



RESTATEMENT JANUARY 1, 2005             28             ARTICLE III (4-4119) -4


<PAGE>


     The Employer may make all or any portion of the Profit Sharing
Contributions, which are to be invested in Qualifying Employer Securities, to
the Trustee in the form of Qualifying Employer Securities.

     A portion of the Plan assets resulting from Employer Contributions (but
not more than the original amount of those Contributions) may be returned if
the Employer Contributions are made because of a mistake of fact or are more
than the amount deductible under Code Section 404 (excluding any amount which
is not deductible because the Plan is disqualified). The amount involved must
be returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Article VIII, the assets of the Plan shall never be used for the benefit of
the Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01A--VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

     Effective April 1, 2005, an Active Participant may make Voluntary
Contributions in accordance with nondiscriminatory procedures set up by the
Plan Administrator.

     A Participant's participation in the Plan is not affected by stopping or
changing Voluntary Contributions. An Active Participant's request to start,
change or stop his Voluntary Contributions must be made in a manner and in
accordance with such rules as the Plan Administrator may prescribe (including
by means of voice response or other electronic system under circumstances the
Plan Administrator permits).

     Voluntary Contributions shall be credited to the Participant's Account
when made.

     The part of the Participant's Account resulting from Voluntary
Contributions is fully (100%) vested and nonforfeitable at all times.

SECTION 3.01 B--ROLLOVER CONTRIBUTIONS.

     A Rollover Contribution may be made by an Eligible Employee or an
Inactive Participant if the following conditions are met:

     (a)  The Contribution is of amounts distributed from a plan that
          satisfies the requirements of Code Section 401(a) or from a
          "conduit" individual retirement account described in Code Section
          408(d)(3)(A). In the case of an Inactive Participant, the
          Contribution must be of an amount distributed from another plan of
          the Employer, or a plan of a Controlled Group member, that satisfies
          the requirements of Code Section 401(a).

     (b)  The Contribution is of amounts that the Code permits to be
          transferred to a plan that meets the requirements of Code Section
          401(a).

     (c)  The Contribution is made in the form of a direct rollover under Code
          Section 401(a)(31) or is a rollover made under Code Section 402(c)
          or 408(d)(3)(A) within 60 days after the Eligible Employee or
          Inactive Participant receives the distribution.

     (d)  The Eligible Employee or Inactive Participant furnishes evidence
          satisfactory to the Plan Administrator that the proposed rollover
          meets conditions (a), (b), and (c) above.



RESTATEMENT JANUARY 1, 2005             29             ARTICLE III (4-4119) -4


<PAGE>


     A Rollover Contribution shall be allowed in cash only and must be made
according to procedures set up by the Plan Administrator.

     If the Eligible Employee is not an Active Participant when the Rollover
Contribution is made, he shall be deemed to be an Active Participant only for
the purpose of investment and distribution of the Rollover Contribution.
Employer Contributions shall not be made for or allocated to the Eligible
Employee and he may not make Participant Contributions until the time he meets
all of the requirements to become an Active Participant.

     Rollover Contributions made by an Eligible Employee or an Inactive
Participant shall be credited to his Account. The part of the Participant's
Account resulting from Rollover Contributions is fully (100%) vested and
nonforfeitable at all times. A separate accounting record shall be maintained
for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participant's gross income for
Federal income tax purposes.

SECTION 3.02--FORFEITURES.

     The Nonvested Account of a Participant shall be forfeited as of the
earlier of the following:

     (a)  the date the Participant dies (if prior to such date he had ceased
          to be an Employee), or

     (b)  the Participant's Forfeiture Date.

All or a portion of a Participant's Nonvested Account shall be forfeited before
such earlier date if, after he ceases to be an Employee, he receives, or is
deemed to receive, a distribution of his entire Vested Account or a distribution
of his Vested Account derived from Employer Contributions which were not 100%
vested when made, under the RETIREMENT BENEFITS SECTION of Article V, the VESTED
BENEFITS SECTION of Article V, or the SMALL AMOUNTS SECTION of Article X. The
forfeiture shall occur as of the date the Participant receives, or is deemed to
receive, the distribution. If a Participant receives, or is deemed to receive,
his entire Vested Account, his entire Nonvested Account shall be forfeited. If a
Participant receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his entire
Vested Account from such Contributions, the amount to be forfeited shall be
determined by multiplying his Nonvested Account from such Contributions by a
fraction. The numerator of the fraction is the amount of the distribution
derived from Employer Contributions which were not 100% vested when made and the
denominator of the fraction is his entire Vested Account derived from such
Contributions on the date of distribution.

     A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION
of this article.

     Forfeitures shall be determined at least once during each Plan Year.
Forfeitures may first be used to pay administrative expenses. Forfeitures of
Matching Contributions which relate to excess amounts as provided in the
EXCESS AMOUNTS SECTION of this article, which have not been used to pay
administrative expenses, shall be applied to reduce the earliest Employer
Contributions made after the Forfeitures are determined. Any other Forfeitures
which have not been used to pay administrative expenses shall be allocated as
of the last day of the Plan Year in which such Forfeitures are determined as
provided in the ALLOCATION SECTION of this article. Upon their allocation to
Accounts, or application to reduce Employer Contributions, Forfeitures shall
be deemed to be Employer Contributions.


RESTATEMENT JANUARY 1, 2005             30             ARTICLE III (4-4119) -4


<PAGE>

     If a Participant again becomes an Eligible Employee after receiving a
distribution which caused all or a portion of his Nonvested Account to be
forfeited, he shall have the right to repay to the Plan the entire amount of
the distribution he received (excluding any amount of such distribution
resulting from Contributions which were 100% vested when made). The repayment
must be made in a single sum (repayment in installments is not permitted)
before the earlier of the date five years after the date he again becomes an
Eligible Employee or the end of the first period of five consecutive Vesting
Breaks in Service which begin after the date of the distribution.

     If the Participant makes the repayment above, the Plan Administrator
shall restore to his Account an amount equal to his Nonvested Account which
was forfeited on the date of distribution, unadjusted for any investment gains
or losses. If no amount is to be repaid because the Participant was deemed to
have received a distribution, or only received a distribution of Contributions
which were 100% vested when made, and he again performs an Hour-of-Service as
an Eligible Employee within the repayment period, the Plan Administrator shall
restore the Participant's Account as if he had made a required repayment on
the date he performed such Hour-of-Service. Restoration of the Participant's
Account shall include restoration of all Code Section 411(d)(6) protected
benefits with respect to that restored Account, according to applicable
Treasury regulations. Provided, however, the Plan Administrator shall not
restore the Nonvested Account if (i) a Forfeiture Date has occurred after the
date of the distribution and on or before the date of repayment and (ii) that
Forfeiture Date would result in a complete forfeiture of the amount the Plan
Administrator would otherwise restore.

     The Plan Administrator shall restore the Participant's Account by the
close of the Plan Year following the Plan Year in which repayment is made.
Permissible sources for the restoration of the Participant's Account are
Forfeitures or special Employer Contributions. Such special Employer
Contributions shall be made without regard to profits. The repaid and restored
amounts are not included in the Participant's Annual Additions, as defined in
the CONTRIBUTION LIMITATION SECTION of this article.

SECTION 3.03--ALLOCATION.

     (a)  Elective Deferral Contributions shall be allocated to Participants
          for whom such Contributions are made under the EMPLOYER
          CONTRIBUTIONS SECTION of this article. Such Contributions shall be
          allocated when made and credited to the Participant's Elective
          Deferral Contributions Account.

     (b)  Matching Contributions shall be allocated to the persons for whom
          such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION
          of this article. Such Contributions shall be allocated when made and
          credited to the Participant's Matching Contributions Account.

     (c)  As of the end of each Plan Year, the Plan Administrator shall
          determine the number of points ("Points") for each Participant based
          upon his or her Adjusted Base Compensation. A Participant's
          "Adjusted Base Compensation" shall be determined by multiplying the
          Base Compensation received by the Participant or payable to him or
          her in respect of the Plan Year by the appropriate multiplier from
          the following schedule:


RESTATEMENT JANUARY 1, 2005             31             ARTICLE III (4-4119) -4

<PAGE>



         Number of Continuous
            Years of Service                       Points Multiplier
            ----------------                       -----------------

                     1                                    1.0
                     2                                    2.0
                     3                                    2.1
                     4                                    2.2
                     5                                    2.3

                     6                                    2.4
                     7                                    2.5
                     8                                    2.6
                     9                                    2.7
                    10                                    2.8

                    11                                    2.9
                    12                                    3.0
              More than 12                                3.0

     One Point shall be awarded to a Participant for each $100 of his Adjusted
     Base Compensation. No Points shall be awarded for amounts of Adjusted
     Base Compensation of less than $100. For the purpose of this section, an
     Active Participant shall be deemed to have "Continuous Years of Service"
     if any period of interruption in his or her Years of Service is less than
     his or her accumulated Years of Service as of the date of commencement of
     the interruption.

     Base Compensation for the purpose of this section shall be imputed for a
     minimum of one month and a maximum of 12 months to a Participant who, on
     or after the effective date, becomes disabled and is covered for
     disability benefits under an Employer's disability plan or who commences
     a maternity or paternity leave. The Base Compensation for any such
     Participant shall be determined by projecting the average monthly Base
     Compensation paid during the portion of the Plan Year in which the
     Participant's disability or maternity (paternity) leave commenced or, if
     the Participant received no Base Compensation during that Plan Year,
     during the most recent Plan Year in which the Participant received Base
     Compensation from an Employer. The Participant shall share in allocations
     of contributions and forfeitures on the basis of such imputed Base
     Compensation.

     Each Participant who has completed 1,000 Hours-of-Service during a Plan
     Year and is employed at the end of such Plan Year shall be eligible for
     an allocation of Profit Sharing Contributions and related forfeitures. An
     Employee who becomes disabled and is covered for disability benefits
     under an Employer's disability plan or who commences a maternity or
     paternity leave will be credited with the Hours-of-Service during the
     period of disability or maternity (paternity) leave on the basis of the
     number of hours for which the Employee would have received Compensation
     in the absence of the disability or maternity (paternity) leave.
     Notwithstanding the foregoing, a Participant who has attained age 55 and
     retires during the Plan Year shall be entitled to an allocation
     determined as follows:

     (i)  Points shall be determined in accordance with this section, based on
          Base Compensation paid in the year of retirement to retirement date.


RESTATEMENT JANUARY 1, 2005             32             ARTICLE III (4-4119) -4

<PAGE>


     (ii) The Plan Year in which the Participant retires will count as a full
          year of Plan participation for purposes of determining Points under
          item (i) above.

     Contributions made and forfeitures to be reallocated pursuant to this
     section, shall be allocated as of the end of each Plan Year to
     Participants' Profit Sharing Contributions Accounts in the proportion
     that each active Participant's Points for the Plan Year bears to the
     total number of such Points for all Participants for that Plan Year and
     divided between the Employer Stock Subaccount and the Investment Fund
     Subaccount as described in Section 3.01(c). Such allocations shall only
     be made to Accounts of Participants who have a Year of Service in the
     Plan Year to which such allocations relate and who are employed by an
     Employer on the last day of such Plan Year.

SECTION 3.04--CONTRIBUTION LIMITATION.

     (a)  Definitions. For the purpose of determining the contribution
          limitation set forth in this section, the following terms are
          defined.

          Annual Additions means the sum of the following amounts credited to
          a Participant's account for the Limitation Year:

          (1)  employer contributions;

          (2)  employee contributions; and

          (3)  forfeitures.

          Annual Additions to a defined contribution plan shall also include
          the following:

          (4)  amounts allocated, after March 31, 1984, to an individual
               medical account, as defined in Code Section 415(1)(2), which
               are part of a pension or annuity plan maintained by the
               Employer,

          (5)  amounts derived from contributions paid or accrued after
               December 31, 1985, in taxable years ending after such date,
               which are attributable to post-retirement medical benefits,
               allocated to the separate account of a key employee, as defined
               in Code Section 419A(d)(3), under a welfare benefit fund, as
               defined in Code Section 419(e), maintained by the Employer; and

          (6)  allocations under a simplified employee pension.

          For this purpose, any Excess Amount applied under (e) below in the
          Limitation Year to reduce Employer Contributions shall be considered
          Annual Additions for such Limitation Year.

          Compensation means wages within the meaning of Code Section 3401(a)
          and all other payments of compensation to an Employee by the
          Employer (in the course of the Employer's trade or business) for
          which the Employer is required to furnish the Employee a written
          statement under Code Sections 6041(d), 6051(a)(3), and 6052.
          Compensation must be determined without regard to any rules under
          Code Section 3401(a) that limit the remuneration included in wages


RESTATEMENT JANUARY 1, 2005             33             ARTICLE III (4-4119) -4

<PAGE>


          based on the nature or location of the employment or the services
          performed (such as the exception for agricultural labor in Code
          Section 3401(a)(2)). The amount reported in the "Wages, Tips and
          Other Compensation" box on Form W-2 satisfies this definition.

          For any Self-employed Individual, Compensation shall mean Earned
          Income.

          For purposes of applying the limitations of this section,
          Compensation for a Limitation Year is the Compensation actually paid
          or made available in gross income during such Limitation Year.

          For Limitation Years beginning after December 31, 1997, for purposes
          of applying the limitations of this section, Compensation paid or
          made available during such Limitation Year shall include any
          elective deferral (as defined in Code Section 402(g)(3)), and any
          amount which is contributed or deferred by the Employer at the
          election of the Employee and which is not includible in the gross
          income of the Employee by reason of Code Section 125, 132(f)(4), or
          457.

          Defined Contribution Dollar Limitation means, for Limitation Years
          beginning after December 31, 1994, $30,000, as adjusted under Code
          Section 415(d).

          Employer means any employer that adopts this Plan, and all members
          of a controlled group of corporations (as defined in Code Section
          414(b) as modified by Code Section 415(h)), all commonly controlled
          trades or businesses (as defined in Code Section 415(c) as modified
          by Code Section 415(h)) or affiliated service groups (as defined in
          Code Section 414(m)) of which the adopting employer is a part, and
          any other entity required to be aggregated with the employer
          pursuant to regulations under Code Section 414(o).

          Excess Amount means the excess of the Participant's Annual Additions
          for the Limitation Year over the Maximum Permissible Amount.

          Limitation Year means the consecutive 12-month period ending on the
          last day of each Plan Year, including corresponding consecutive
          12-month periods before August 1, 1992. If the Limitation Year is
          other than the calendar year, execution of this Plan (or any
          amendment to this Plan changing the Limitation Year) constitutes the
          Employer's adoption of a written resolution electing the Limitation
          Year. If the Limitation Year is amended to a different consecutive
          12-month period, the new Limitation Year must begin on a date within
          the Limitation Year in which the amendment is made.

          Maximum Permissible Amount means the maximum Annual Addition that
          may be contributed or allocated to a Participant's Account under the
          Plan for any Limitation Year. This amount shall not exceed the
          lesser of:

          (1)  The Defined Contribution Dollar Limitation, or

          (2)  25 percent of the Participant's Compensation for the Limitation
               Year.

          The compensation limitation referred to in (2) shall not apply to
          any contribution for medical benefits (within the meaning of Code
          Section 401(h) or 419A(f)(2)) which is otherwise treated as an
          Annual Addition under Code Section 415(1)(1) or 419A(d)(2).


RESTATEMENT JANUARY 1, 2005             34             ARTICLE III (4-4119) -4


<PAGE>


          If a short Limitation Year is created because of an amendment
          changing the Limitation Year to a different consecutive 12-month
          period, the Maximum Permissible Amount will not exceed the Defined
          Contribution Dollar Limitation multiplied by the following fraction:

                 Number of months in the short Limitation Year
                 ---------------------------------------------
                                      12

     (b)  If the Participant does not participate in, and has never
          participated in, another qualified plan maintained by the Employer
          or a welfare benefit fund, as defined in Code Section 419(e),
          maintained by the Employer, or an individual medical account, as
          defined in Code Section 415(1)(2), maintained by the Employer, or a
          simplified employee pension, as defined in Code Section 408(k),
          maintained by the Employer, which provides an Annual Addition, the
          amount of Annual Additions which may be credited to the
          Participant's Account for any Limitation Year shall not exceed the
          lesser of the Maximum Permissible Amount or any other limitation
          contained in this Plan. If the Employer Contribution that would
          otherwise be contributed or allocated to the Participant's Account
          would cause the Annual Additions for the Limitation Year to exceed
          the Maximum Permissible Amount, the amount contributed or allocated
          shall be reduced so that the Annual Additions for the Limitation
          Year will equal the Maximum Permissible Amount.

     (c)  Prior to determining the Participant's actual Compensation for the
          Limitation Year, the Employer may determine the Maximum Permissible
          Amount for a Participant on the basis of a reasonable estimation of
          the Participant's Compensation for the Limitation Year, uniformly
          determined for all Participants similarly situated.

     (d)  As soon as is administratively feasible after the end of the
          Limitation Year, the Maximum Permissible Amount for the Limitation
          Year will be determined on the basis of the Participant's actual
          Compensation for the Limitation Year.

     (e)  If as a result of the allocation of Forfeitures, a reasonable error
          in estimating a Participant's Compensation for the Limitation Year,
          a reasonable error in determining the amount of elective deferrals
          (within the meaning of Code Section 402(g)(3)) that may be made with
          respect to any individual under the limits of Code Section 415, or
          under other facts and circumstances allowed by the Internal Revenue
          Service, there is an Excess Amount, the excess will be disposed of
          as follows:

          (1)  Any nondeductible Voluntary Contributions (plus attributable
               earnings), to the extent they would reduce the Excess Amount,
               will be returned (distributed, in the case of earnings) to the
               Participant.

          (2)  If after the application of (1) above an Excess Amount still
               exists, any Elective Deferral Contributions (plus attributable
               earnings), to the extent they would reduce the Excess Amount,
               will be distributed to the Participant. Concurrently with the
               distribution of such Elective Deferral Contributions, any
               Matching Contributions which relate to any Elective Deferral
               Contributions distributed in the preceding sentence, to the
               extent such application would reduce the Excess Amount, will be
               applied as provided in (3) or (4) below:



RESTATEMENT JANUARY 1, 2005             35             ARTICLE III (4-4119) -4


<PAGE>


          (3)  If after the application of (2) above an Excess Amount still
               exists, and the Participant is covered by the Plan at the end
               of the Limitation Year, the Excess Amount in the Participant's
               Account will be used to reduce Employer Contributions
               (including any allocation of Forfeitures) for such Participant
               in the next Limitation Year, and each succeeding Limitation
               Year if necessary.

          (4)  If after the application of (2) above an Excess Amount still
               exists, and the Participant is not covered by the Plan at the
               end of the Limitation Year, the Excess Amount will be held
               unallocated in a suspense account. The suspense account will be
               applied to reduce future Employer Contributions for all
               remaining Participants in the next Limitation Year, and each
               succeeding Limitation Year if necessary.

          (5)  If a suspense account is in existence at any time during a
               Limitation Year pursuant to this (e), it will participate in
               the allocation of investment gains or losses. If a suspense
               account is in existence at any time during a particular
               Limitation Year, all amounts in the suspense account must be
               allocated and reallocated to Participant's Accounts before any
               Employer Contributions or any Participant Contributions may be
               made to the Plan for that Limitation Year. Excess Amounts held
               in a suspense account may not be distributed to Participants or
               former Participants.

     (f)  This (f) applies if, in addition to this Plan, the Participant is
          covered under another qualified defined contribution plan maintained
          by the Employer, a welfare benefit fund maintained by the Employer,
          an individual medical account maintained by the Employer, or a
          simplified employee pension maintained by the Employer which
          provides an Annual Addition during any Limitation Year. The
          aggregate Annual Additions under all such qualified defined
          contribution plans, welfare benefit funds, individual medical
          accounts, and simplified employee pensions for the Limitation Year
          will not exceed the Maximum Permissible Amount. Any reduction
          necessary shall be made first to the profit sharing plans, then to
          all other such qualified defined contribution plans and welfare
          benefit funds, individual medical accounts, and simplified employee
          pensions and, if necessary, by reducing first those that were most
          recently allocated. Simplified employee pensions shall be deemed to
          be allocated first, followed by welfare benefit funds and individual
          medical accounts. However, elective deferral contributions shall be
          the last contributions reduced before the simplified employee
          pension, welfare benefit fund, or individual medical account is
          reduced.

SECTION 3.05--EXCESS AMOUNTS.

     (a)  Definitions. For the purposes of this section, the following terms
          are defined:

          ACP means the average (expressed as a percentage) of the
          Contribution Percentages of the Eligible Participants in a group.

          ADP means the average (expressed as a percentage) of the Deferral
          Percentages of the Eligible Participants in a group.


RESTATEMENT JANUARY 1, 2005             36             ARTICLE III (4-4119) -4


<PAGE>

          Aggregate Limit means the greater of:

          (1)  The sum of:

               (i)  125 percent of the greater of the ADP of the Nonhighly
                    Compensated Employees for the prior Plan Year or the ACP
                    of the Nonhighly Compensated Employees under the plan
                    subject to Code Section 401(m) for the Plan Year beginning
                    with or within the prior Plan Year of the cash or deferred
                    arrangement, and

               (ii) the lesser of 200 percent or 2 percent plus the lesser of
                    such ADP or ACP.

          (2)  The sum of:

               (i)  125 percent of the lesser of the ADP of the Nonhighly
                    Compensated Employees for the prior Plan Year or the ACP
                    of the Nonhighly Compensated Employees under the plan
                    subject to Code Section 401(m) for the Plan Year beginning
                    with or within the prior Plan Year of the cash or deferred
                    arrangement, and

               (ii) the lesser of 200 percent or 2 percent plus the greater of
                    such ADP or ACP.

          If the Employer has elected to use the current year testing method,
          then, in calculating the Aggregate Limit for a particular Plan Year,
          the Nonhighly Compensated Employees' ADP and ACP for that Plan Year,
          instead of the prior Plan Year, is used.

          Contribution Percentage means the ratio (expressed as a percentage)
          of the Eligible Participants Contribution Percentage Amounts to the
          Eligible Participant's Compensation for the Plan Year (whether or
          not the Eligible Participant was an Eligible Participant for the
          entire Plan Year). In modification of the foregoing, Compensation
          shall be limited to the Compensation received while an Eligible
          Participant. For an Eligible Participant for whom such Contribution
          Percentage Amounts for the Plan Year are zero, the percentage is
          zero.

          Contribution Percentage Amounts means the sum of the Participant
          Contributions and Matching Contributions (that are not Qualified
          Matching Contributions taken into account for purposes of the ADP
          Test) made under the Plan on behalf of the Eligible Participant for
          the Plan Year. Such Contribution Percentage Amounts shall not
          include Matching Contributions that are forfeited either to correct
          Excess Aggregate Contributions or because the Contributions to which
          they relate are Excess Elective Deferrals, Excess Contributions, or
          Excess Aggregate Contributions. Under such rules as the Secretary of
          the Treasury shall prescribe, in determining the Contribution
          Percentage the Employer may elect to include Qualified Nonelective
          Contributions under this Plan which were not used in computing the
          Deferral Percentage. The Employer may also elect to use Elective
          Deferral Contributions in computing the Contribution Percentage so
          long as the ADP Test is met before the Elective Deferral
          Contributions are used in the ACP Test and continues to be met
          following the exclusion of those Elective Deferral Contributions
          that are used to meet the ACP Test.

          Deferral Percentage means the ratio (expressed as a percentage) of
          Elective Deferral Contributions under this Plan on behalf of the
          Eligible Participant for the Plan Year to the Eligible Participant's
          Compensation for the Plan Year (whether or not the Eligible
          Participant was an Eligible Participant


RESTATEMENT JANUARY 1, 2005             37              ARTICLE III (4-4119) -4


<PAGE>


          for the entire Plan Year). In modification of the foregoing,
          Compensation shall be limited to the Compensation received while an
          Eligible Participant. The Elective Deferral Contributions used to
          determine the Deferral Percentage shall include Excess Elective
          Deferrals (other than Excess Elective Deferrals of Nonhighly
          Compensated Employees that arise solely from Elective Deferral
          Contributions made under this Plan or any other plans of the
          Employer or a Controlled Group member), but shall exclude Elective
          Deferral Contributions that are used in computing the Contribution
          Percentage (provided the ADP Test is satisfied both with and without
          exclusion of these Elective Deferral Contributions). Under such
          rules as the Secretary of the Treasury shall prescribe, the Employer
          may elect to include Qualified Nonelective Contributions and
          Qualified Matching Contributions under this Plan in computing the
          Deferral Percentage. For an Eligible Participant for whom such
          contributions on his behalf for the Plan Year are zero, the
          percentage is zero.

          Elective Deferral Contributions means any employer contributions
          made to a plan at the election of a participant, in lieu of cash
          compensation, and shall include contributions made pursuant to a
          salary reduction agreement or other deferral mechanism. With respect
          to any taxable year, a participant's Elective Deferral Contributions
          are the sum of all employer contributions made on behalf of such
          participant pursuant to an election to defer under any qualified
          cash or deferred arrangement described in Code Section 401(k), any
          salary reduction simplified employee pension plan described in Code
          Section 408(k)(6), any SIMPLE IRA plan described in Code Section
          408(p), any eligible deferred compensation plan under Code Section
          457, any plan described under Code Section 501(c)(18), and any
          employer contributions made on behalf of a participant for the
          purchase of an annuity contract under Code Section 403(b) pursuant
          to a salary reduction agreement. Elective Deferral Contributions
          shall not include any deferrals properly distributed as excess
          annual additions.

          Eligible Participant means, for purposes of determining the Deferral
          Percentage, any Employee who is otherwise entitled to make Elective
          Deferral Contributions under the terms of the Plan for the Plan
          Year. Eligible Participant means, for purposes of determining the
          Contribution Percentage, any Employee who is eligible (i) to make a
          Participant Contribution or a Elective Deferral Contribution (if the
          Employer takes such contributions into account in the calculation of
          the Contribution Percentage), or (ii) to receive a Matching
          Contribution (including forfeitures) or a Qualified Matching
          Contribution. If a Participant Contribution is required as a
          condition of participation in the Plan, any Employee who would be a
          Participant in the Plan if such Employee made such a contribution
          shall be treated as an Eligible Participant on behalf of whom no
          Participant Contributions are made.

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

          (1)  The aggregate Contribution Percentage Amounts taken into
               account in computing the numerator of the Contribution
               Percentage actually made on behalf of Highly Compensated
               Employees for such Plan Year, over

          (2)  The maximum Contribution Percentage Amounts permitted by the
               ACP Test (determined by hypothetically reducing contributions
               made on behalf of Highly Compensated Employees in order of
               their Contribution Percentages beginning with the highest of
               such percentages).


RESTATEMENT JANUARY 1, 2005             38              ARTICLE III (4-4119) -4


<PAGE>

          Such determination shall be made after first determining Excess
          Elective Deferrals and then determining Excess Contributions.

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

          (1)  The aggregate amount of employer contributions actually taken
               into account in computing the Deferral Percentage of Highly
               Compensated Employees for such Plan Year, over

          (2)  The maximum amount of such contributions permitted by the ADP
               Test (determined by hypothetically reducing contributions made
               on behalf of Highly Compensated Employees in the order of the
               Deferral Percentages, beginning with the highest of such
               percentages).

          Such determination shall be made after first determining Excess
          Elective Deferrals.

          Excess Elective Deferrals means those Elective Deferral
          Contributions that are includible in a Participant's gross income
          under Code Section 402(g) to the extent such Participant's Elective
          Deferral Contributions for a taxable year exceed the dollar
          limitation under such Code section. Excess Elective Deferrals shall
          be treated as Annual Additions, as defined in the CONTRIBUTION
          LIMITATION SECTION of this article, under the Plan, unless such
          amounts are distributed no later than the first April 15 following
          the close of the Participant's taxable year.

          Matching Contributions means employer contributions made to this or
          any other defined contribution plan, or to a contract described in
          Code Section 403(b), on behalf of a participant on account of a
          Participant Contribution made by such participant, or on account of
          a participant's Elective Deferral Contributions, under a plan
          maintained by the Employer or a Controlled Group member.

          Participant Contributions means contributions made to the plan by or
          on behalf of a participant that are included in the participant's
          gross income in the year in which made and that are maintained under
          a separate account to which the earnings and losses are allocated.

          Qualified Matching Contributions means Matching Contributions which
          are subject to the distribution and nonforfeitability requirements
          under Code Section 401(k) when made.

          Qualified Nonelective Contributions means any employer contributions
          (other than Matching Contributions) which an employee may not elect
          to have paid to him in cash instead of being contributed to the plan
          and which are subject to the distribution and nonforfeitability
          requirements under Code Section 401(k) when made.

     (b)  Excess Elective Deferrals. A Participant may assign to this Plan any
          Excess Elective Deferrals made during a taxable year of the
          Participant by notifying the Plan Administrator in writing on or
          before March 1 of the next year of the amount of the Excess Elective
          Deferrals to be assigned to the Plan. A Participant is deemed to
          notify the Plan Administrator of any Excess Elective Deferrals that
          arise by taking into account only those Elective Deferral
          Contributions made to this Plan and any other plan of the Employer
          or a Controlled Group member. The Participant's claim for Excess
          Elective Deferrals shall be accompanied by the Participant's written
          statement that if such amounts are not distributed, such Excess
          Elective Deferrals will exceed the limit imposed on the Participant
          by Code Section 402(g) for the year in which the deferral occurred.
          The Excess


RESTATEMENT JANUARY 1, 2005             39             ARTICLE III (4-4119) -4

<PAGE>

          Elective Deferrals assigned to this Plan cannot exceed the Elective
          Deferral Contributions allocated under this Plan for such taxable
          year.

          Notwithstanding any other provisions of the Plan, Elective Deferral
          Contributions in an amount equal to the Excess Elective Deferrals
          assigned to this Plan, plus any income and minus any loss allocable
          thereto, shall be distributed no later than April 15 to any
          Participant to whose Account Excess Elective Deferrals were assigned
          for the preceding year and who claims Excess Elective Deferrals for
          such taxable year.

          The Excess Elective Deferrals shall be adjusted for income or loss.
          The income or loss allocable to such Excess Elective Deferrals shall
          be equal to the income or loss allocable to the Participant's
          Elective Deferral Contributions for the taxable year in which the
          excess occurred multiplied by a fraction. The numerator of the
          fraction is the Excess Elective Deferrals. The denominator of the
          fraction is the closing balance without regard to any income or loss
          occurring during such taxable year (as of the end of such taxable
          year) of the Participant's Account resulting from Elective Deferral
          Contributions.

          Any Matching Contributions which were based on the Elective Deferral
          Contributions which are distributed as Excess Elective Deferrals,
          plus any income and minus any loss allocable thereto, shall be
          forfeited.

     (c)  ADP Test. As of the end of each Plan Year after Excess Elective
          Deferrals have been determined, the Plan must satisfy the ADP Test.
          The ADP Test shall be satisfied using the prior year testing method,
          unless the Employer has elected to use the current year testing
          method.

          (1)  Prior Year Testing Method. The ADP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the prior year's ADP for Eligible Participants who
               were Nonhighly Compensated Employees for the prior Plan Year
               must satisfy one of the following tests:

               (i)  The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the prior year's ADP for Eligible Participants who
                    were Nonhighly Compensated Employees for the prior Plan
                    Year multiplied by 1.25; or

               (ii) The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the prior year's ADP for Eligible
                         Participants who were Nonhighly Compensated Employees
                         for the prior Plan Year multiplied by 2, and

                    B.   the difference between such ADPs is not more than 2.

               If this is not a successor plan, for the first Plan Year the
               Plan permits any Participant to make Elective Deferral
               Contributions, for purposes of the foregoing tests, the prior
               year's Nonhighly Compensated Employees' ADP shall be 3 percent,
               unless the Employer has elected to use the Plan Year's ADP for
               these Eligible Participants.

RESTATEMENT JANUARY 1, 2005             40             ARTICLE III (4-4119) -4

<PAGE>

          (2)  Current Year Testing Method. The ADP for a Plan Year for
               Eligible Participants who are Highly Compensated Employees for
               each Plan Year and the ADP for Eligible Participants who are
               Nonhighly Compensated Employees for the Plan Year must satisfy
               one of the following tests:

               (i)  The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the ADP for Eligible Participants who are Nonhighly
                    Compensated Employees for the Plan Year multiplied by
                    1.25; or

               (ii) The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the ADP for Eligible Participants
                         who are Nonhighly Compensated Employees for the Plan
                         Year multiplied by 2, and

                    B.   the difference between such ADP's is not more than 2.

               If the Employer has elected to use the current year testing
               method, that election cannot be changed unless (i) the Plan has
               been using the current year testing method for the preceding
               five Plan Years, or if less, the number of Plan Years the Plan
               has been in existence; or (ii) the Plan otherwise meets one of
               the conditions specified in Internal Revenue Service Notice
               98-1 (or superseding guidance) for changing from the current
               year testing method.

          A Participant is a Highly Compensated Employee for a particular Plan
          Year if he meets the definition of a Highly Compensated Employee in
          effect for that Plan Year. Similarly, a Participant is a Nonhighly
          Compensated Employee for a particular Plan Year if he does not meet
          the definition of a Highly Compensated Employee in effect for that
          Plan Year.

          The Deferral Percentage for any Eligible Participant who is a Highly
          Compensated Employee for the Plan Year and who is eligible to have
          Elective Deferral Contributions (and Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, if
          treated as Elective Deferral Contributions for purposes of the ADP
          Test) allocated to his account under two or more arrangements
          described in Code Section 401(k) that are maintained by the Employer
          or a Controlled Group member shall be determined as if such Elective
          Deferral Contributions (and, if applicable, such Qualified
          Nonelective Contributions or Qualified Matching Contributions, or
          both) were made under a single arrangement. If a Highly Compensated
          Employee participates in two or more cash or deferred arrangements
          that have different plan years, all cash or deferred arrangements
          ending with or within the same calendar year shall be treated as a
          single arrangement. The foregoing notwithstanding, certain plans
          shall be treated as separate if mandatorily disaggregated under the
          regulations of Code Section 401(k).

          In the event this Plan satisfies the requirements of Code Section
          401(k), 401(a)(4), or 410(b) only if aggregated with one or more
          other plans, or if one or more other plans satisfy the requirements
          of such Code sections only if aggregated with this Plan, then this
          section shall be applied by determining the Deferral Percentage of
          Employees as if all such plans were a single plan. Any adjustments
          to the Nonhighly Compensated Employee ADP for the prior year shall
          be made in accordance with Internal Revenue Service Notice 98-1 (or
          superseding guidance), unless the

RESTATEMENT JANUARY 1, 2005             41             ARTICLE III (4-4119) -4


<PAGE>


          Employer has elected to use the current year testing method. Plans
          may be aggregated in order to satisfy Code Section 401(k) only if
          they have the same plan year and use the same testing method for the
          ADP Test.

          For purposes of the ADP Test, Elective Deferral Contributions,
          Qualified Nonelective Contributions, and Qualified Matching
          Contributions must be made before the end of the 12-month period
          immediately following the Plan Year to which the contributions
          relate.

          The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ADP Test and the amount of Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, used in
          such test.

          If the Plan Administrator should determine during the Plan Year that
          the ADP Test is not being met, the Plan Administrator may limit the
          amount of future Elective Deferral Contributions of the Highly
          Compensated Employees.

          Notwithstanding any other provisions of this Plan, Excess
          Contributions, plus any income and minus any loss allocable thereto,
          shall be distributed no later than the last day of each Plan Year to
          Participants to whose Accounts such Excess Contributions were
          allocated for the preceding Plan Year. Excess Contributions are
          allocated to the Highly Compensated Employees with the largest
          amounts of employer contributions taken into account in calculating
          the ADP Test for the year in which the excess arose, beginning with
          the Highly Compensated Employee with the largest amount of such
          employer contributions and continuing in descending order until all
          of the Excess Contributions have been allocated. For purposes of the
          preceding sentence, the "largest amount" is determined after
          distribution of any Excess Contributions. If such excess amounts are
          distributed more than 2 1 /2 months after the last day of the Plan
          Year in which such excess amounts arose, a 10 percent excise tax
          shall be imposed on the employer maintaining the plan with respect
          to such amounts.

          Excess Contributions shall be treated as Annual Additions, as
          defined in the CONTRIBUTION LIMITATION SECTION of this article.

          The Excess Contributions shall be adjusted for income or loss. The
          income or loss allocable to such Excess Contributions allocated to
          each Participant shall be equal to the income or loss allocable to
          the Participant's Elective Deferral Contributions (and, if
          applicable, Qualified Nonelective Contributions or Qualified
          Matching Contributions, or both) for the Plan Year in which the
          excess occurred multiplied by a fraction. The numerator of the
          fraction is the Excess Contributions. The denominator of the
          fraction is the closing balance without regard to any income or loss
          occurring during such Plan Year (as of the end of such Plan Year) of
          the Participant's Account resulting from Elective Deferral
          Contributions (and Qualified Nonelective Contributions or Qualified
          Matching Contributions, or both, if such contributions are included
          in the ADP Test).

          Excess Contributions allocated to a Participant shall be distributed
          from the Participant's Account resulting from Elective Deferral
          Contributions. If such Excess Contributions exceed the balance in
          the Participant's Account resulting from Elective Deferral
          Contributions, the balance shall be distributed from the
          Participant's Account resulting from Qualified Matching
          Contributions (if applicable) and Qualified Nonelective
          Contributions, respectively.


RESTATEMENT JANUARY 1, 2005             42             ARTICLE III (4-4119) -4


<PAGE>


          Any Matching Contributions which were based on the Elective Deferral
          Contributions which are distributed as Excess Contributions, plus
          any income and minus any loss allocable thereto, shall be forfeited.

     (d)  ACP Test. As of the end of each Plan Year, the Plan must satisfy the
          ACP Test. The ACP Test shall be satisfied using the prior year
          testing method, unless the Employer has elected to use the current
          year testing method.

          (1)  Prior Year Testing Method. The ACP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the prior year's ACP for Eligible Participants who
               were Nonhighly Compensated Employees for the prior Plan Year
               must satisfy one of the following tests:

               (i)  The ACP for the Plan Year for Eligible Participants who
                    are Highly Compensated Employees for the Plan Year shall
                    not exceed the prior year's ACP for Eligible Participants
                    who were Nonhighly Compensated Employees for the prior
                    Plan Year multiplied by 1.25; or

               (ii) The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the prior year's ACP for Eligible
                         Participants who were Nonhighly Compensated Employees
                         for the prior Plan Year multiplied by 2, and

                    B.   the difference between such ACPs is not more than 2.

               If this is not a successor plan, for the first Plan Year the
               Plan permits any Participant to make Participant Contributions,
               provides for Matching Contributions, or both, for purposes of
               the foregoing tests, the prior year's Nonhighly Compensated
               Employees' ACP shall be 3 percent, unless the Employer has
               elected to use the Plan Year's ACP for these Eligible
               Participants.

          (2)  Current Year Testing Method. The ACP for a Plan Year for
               Eligible Participants who are Highly Compensated Employees for
               each Plan Year and the ACP for Eligible Participants who are
               Nonhighly Compensated Employees for the Plan Year must satisfy
               one of the following tests:

               (i)  The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the ACP for Eligible Participants who are Nonhighly
                    Compensated Employees for the Plan Year multiplied by
                    1.25; or

               (ii) The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the ACP for Eligible Participants
                         who are Nonhighly Compensated Employees for the Plan
                         Year multiplied by 2, and

                    B.   the difference between such ACPs is not more than 2.


RESTATEMENT JANUARY 1, 2005             43             ARTICLE III (4-4119) -4

<PAGE>


               If the Employer has elected to use the current year testing
               method, that election cannot be changed unless (i) the Plan has
               been using the current year testing method for the preceding
               five Plan Years, or if less, the number of Plan Years the Plan
               has been in existence; or (ii) the Plan otherwise meets one of
               the conditions specified in Internal Revenue Service Notice
               98-1 (or superseding guidance) for changing from the current
               year testing method.

          A Participant is a Highly Compensated Employee for a particular Plan
          Year if he meets the definition of a Highly Compensated Employee in
          effect for that Plan Year. Similarly, a Participant is a Nonhighly
          Compensated Employee for a particular Plan Year if he does not meet
          the definition of a Highly Compensated Employee in effect for that
          Plan Year.

          Multiple Use. If one or more Highly Compensated Employees
          participate in both a cash or deferred arrangement and a plan
          subject to the ACP Test maintained by the Employer or a Controlled
          Group member, and the sum of the ADP and ACP of those Highly
          Compensated Employees subject to either or both tests exceeds the
          Aggregate Limit, then the Contribution Percentage of those Highly
          Compensated Employees who also participate in a cash or deferred
          arrangement will be reduced in the manner described below for
          allocating Excess Aggregate Contributions so that the limit is not
          exceeded. The amount by which each Highly Compensated Employee's
          Contribution Percentage is reduced shall be treated as an Excess
          Aggregate Contribution. The ADP and ACP of the Highly Compensated
          Employees are determined after any corrections required to meet the
          ADP Test and ACP Test and are deemed to be the maximum permitted
          under such tests for the Plan Year. Multiple use does not occur if
          either the ADP or ACP of the Highly Compensated Employees does not
          exceed 1.25 multiplied by the ADP and ACP, respectively, of the
          Nonhighly Compensated Employees.

          The Contribution Percentage for any Eligible Participant who is a
          Highly Compensated Employee for the Plan Year and who is eligible to
          have Contribution Percentage Amounts allocated to his account under
          two or more plans described in Code Section 401(a) or arrangements
          described in Code Section 401(k) that are maintained by the Employer
          or a Controlled Group member shall be determined as if the total of
          such Contribution Percentage Amounts was made under each plan. If a
          Highly Compensated Employee participates in two or more cash or
          deferred arrangements that have different plan years, all cash or
          deferred arrangements ending with or within the same calendar year
          shall be treated as a single arrangement. The foregoing
          notwithstanding, certain plans shall be treated as separate if
          mandatorily disaggregated under the regulations of Code Section
          401(m).

          In the event this Plan satisfies the requirements of Code Section
          401(m), 401(a)(4), or 410(b) only if aggregated with one or more
          other plans, or if one or more other plans satisfy the requirements
          of such Code sections only if aggregated with this Plan, then this
          section shall be applied by determining the Contribution Percentage
          of Employees as if all such plans were a single plan. Any
          adjustments to the Nonhighly Compensated Employee ACP for the prior
          year shall be made in accordance with Internal Revenue Service
          Notice 98-1 (or superseding guidance), unless the Employer has
          elected to use the current year testing method. Plans may be
          aggregated in order to satisfy Code Section 401(m) only if they have
          the same plan year and use the same testing method for the ACP Test.


RESTATEMENT JANUARY 1, 2005             44             ARTICLE III (4-4119) -4

<PAGE>

          For purposes of the ACP Test, Participant Contributions are
          considered to have been made in the Plan Year in which contributed
          to the Plan. Matching Contributions and Qualified Nonelective
          Contributions will be considered to have been made for a Plan Year
          if made no later than the end of the 12-month period beginning on
          the day after the close of the Plan Year.

          The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ACP Test and the amount of Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, used in
          such test.

          Notwithstanding any other provisions of this Plan, Excess Aggregate
          Contributions, plus any income and minus any loss allocable thereto,
          shall be forfeited, if not vested, or distributed, if vested, no
          later than the last day of each Plan Year to Participants to whose
          Accounts such Excess Aggregate Contributions were allocated for the
          preceding Plan Year. Excess Aggregate Contributions are allocated to
          the Highly Compensated Employees with the largest Contribution
          Percentage Amounts taken into account in calculating the ACP Test
          for the year in which the excess arose, beginning with the Highly
          Compensated Employee with the largest amount of such Contribution
          Percentage Amounts and continuing in descending order until all of
          the Excess Aggregate Contributions have been allocated. For purposes
          of the preceding sentence, the "largest amount" is determined after
          distribution of any Excess Aggregate Contributions. If such Excess
          Aggregate Contributions are distributed more than 2 1 /2 months
          after the last day of the Plan Year in which such excess amounts
          arose, a 10 percent excise tax shall be imposed on the employer
          maintaining the plan with respect to such amounts.

          Excess Aggregate Contributions shall be treated as Annual Additions,
          as defined in the CONTRIBUTION LIMITATION SECTION of this article.

          The Excess Aggregate Contributions shall be adjusted for income or
          loss. The income or loss allocable to such Excess Aggregate
          Contributions allocated to each Participant shall be equal to the
          income or loss allocable to the Participant's Contribution
          Percentage Amounts for the Plan Year in which the excess occurred
          multiplied by a fraction. The numerator of the fraction is the
          Excess Aggregate Contributions. The denominator of the fraction is
          the closing balance without regard to any income or loss occurring
          during such Plan Year (as of the end of such Plan Year) of the
          Participant's Account resulting from Contribution Percentage
          Amounts.

          Excess Aggregate Contributions allocated to a Participant shall be
          distributed from the Participant's Account resulting from
          Participant Contributions that are not required as a condition of
          employment or participation or for obtaining additional benefits
          from Employer Contributions. If such Excess Aggregate Contributions
          exceed the balance in the Participant's Account resulting from such
          Participant's Contributions, the balance shall be forfeited, if not
          vested, or distributed, if vested, on a pro-rata basis from the
          Participant's Account resulting from Contribution Percentage
          Amounts.

     (e)  Employer Elections. The Employer has made an election to use the
          current year testing method.


RESTATEMENT JANUARY 1, 2005             45             ARTICLE III (4-4119) -4

<PAGE>


                                  ARTICLE IV

                          INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

     The handling of Contributions is governed by the provisions of the Trust
Agreement, the Annuity Contract, and any other funding arrangement in which
the Plan Fund is or may be held or invested. To the extent permitted by the
Trust Agreement, Annuity Contract, or other funding arrangement, the parties
named below shall direct the Contributions to any Insurance Policy, the
guaranteed benefit policy portion of the Annuity Contract, any of the
investment options available under the Annuity Contract, or any of the
investment vehicles available under the Trust Agreement and may request the
transfer of amounts resulting from those Contributions between such investment
options and investment vehicles or the transfer of amounts between the
guaranteed benefit policy portion of the Annuity Contract and such investment
options and investment vehicles. A Participant may not direct the Trustee or
Insurer to invest the Participant's Account in collectibles. Collectibles mean
any work of art, rug or antique, metal or gem, stamp or coin, alcoholic
beverage, or other tangible personal property specified by the Secretary of
the Treasury. However, for tax years beginning after December 31, 1997,
certain coins and bullion as provided in Code Section 408(m)(3) shall not be
considered collectibles. To the extent that a Participant who has investment
direction fails to give timely direction, the Primary Employer shall direct
the investment of his Account. If the Primary Employer has investment
direction, such Account shall be invested ratably in the guaranteed benefit
policy portion of the Annuity Contract, the investment options available under
the Annuity Contract, or the investment vehicles available under the Trust
Agreement in the same manner as the Accounts of all other Participants who do
not direct their investments. The Primary Employer shall have investment
direction for amounts which have not been allocated to Participants. To the
extent an investment is no longer available, the Primary Employer may require
that amounts currently held in such investment be reinvested in other
investments.

     At least annually, the Named Fiduciary shall review all pertinent
Employee information and Plan data in order to establish the funding policy of
the Plan and to determine appropriate methods of carrying out the Plan's
objectives. The Named Fiduciary shall inform the Trustee and any Investment
Manager of the Plan's short-term and long-term financial needs so the
investment policy can be coordinated with the Plan's financial requirements.

     (a)  Employer Contributions other than Elective Deferral Contributions:
          The Participant shall direct the investment of such Employer
          Contributions and transfer of amounts resulting from those
          Contributions (other than the Employer Stock Subaccount, subject to
          Section 4.01A).

     (b)  Elective Deferral Contributions: The Participant shall direct the
          investment of Elective Deferral Contributions and transfer of
          amounts resulting from those Contributions.

     (c)  Participant Contributions: The Participant shall direct the
          investment of Participant Contributions and transfer of amounts
          resulting from those Contributions.

     (d)  Rollover Contributions: The Participant shall direct the investment
          of Rollover Contributions and transfer of amounts resulting from
          those Contributions.

RESTATEMENT JANUARY 1, 2005             46             ARTICLE IV (4-4119) -4



<PAGE>

     However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and amounts which are not subject to
Participant direction.

     The Employer shall pay to the Insurer or Trustee, as applicable, the
Elective Deferral Contributions, Qualified Matching Contributions and Profit
Sharing Contributions for each Plan Year not later than the end of the
12-month period immediately following the Plan Year for which they are deemed
to be paid.

     All Contributions are forwarded by the Employer to the Trustee to be
deposited in the Trust Fund or to the Insurer to be deposited under the
Annuity Contract, as applicable. Contributions that are accumulated through
payroll deduction shall be paid to the Trustee or Insurer, as applicable, by
the earlier of (i) the date the Contributions can reasonably be segregated
from the Employer's assets, or (ii) the 15th business day of the month
following the month in which the Contributions would otherwise have been paid
in cash to the Participant.

SECTION 4.01A--INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.

     Effective July 1, 2005, all or some portion of the Participant's Account
may be invested in Qualifying Employer Securities. The Employer shall invest
4/7ths of its annual Profit Sharing Contribution in Qualifying Employer
Securities (as described in section 3.01(c)), and Participants may direct the
investment of the remainder of their Account into Qualifying Employer
Securities. Prior to this date, the Plan permitted former participants in the
Donnelly Corporation 401(k) Retirement Savings Plan to invest a portion of
their Account in Qualifying Employer Securities. Once an investment in the
Qualifying Employer Securities Fund is made available to Participants, it
shall continue to be available unless the Plan is amended to disallow such
available investment. In the absence of an election to invest in Qualifying
Employer Securities, Participants shall be deemed to have elected to have
their Accounts invested wholly in other investment options of the Investment
Fund. Once an election is made, it shall be considered to continue until a new
election is made.

     The portion of the Participant's Account allocated to the Employer Stock
Subaccount must remain invested in Qualifying Employer Securities until such
time the Participant attains age 55. A Participant who attains age 55 may
elect to transfer such portion of his Account to the Investment Fund
Subaccount. In addition, a Participant may choose to transfer the portion of
the Employer Stock Subaccount to the Investment Fund Subaccount once a
particular year's allocation has been held under the Plan for five or more
years (including amounts transferred from the Prior Profit Sharing Plans).

     For purposes of determining the annual valuation of the Plan, and for
reporting to Participants and regulatory authorities, the assets of the Plan
shall be valued at least annually on the Valuation Date which corresponds to
the last day of the Plan Year. The fair market value of Qualifying Employer
Securities shall be determined on such Valuation Date. The prices of
Qualifying Employer Securities as of the date of the transaction shall apply
for purposes of valuing distributions and other transactions of the Plan to
the extent such value is representative of the fair market value of such
securities in the opinion of the Plan Administrator. The value of a
Participant's Account held in the Qualifying Employer Securities Fund may be
expressed in units.

     If the Qualifying Employer Securities are not publicly traded, or if an
extremely thin market exists for such securities so that reasonable valuation
may not be obtained from the market place, then such securities must be valued
at least annually by an independent appraiser who is not associated with the
Employer, the Plan Administrator, the Trustee, or any person related to any
fiduciary under the Plan. The independent appraiser may be associated with a
person who is merely a contract administrator with respect to the Plan, but
who exercises no discretionary authority and is not a plan fiduciary.


RESTATEMENT JANUARY 1, 2005             47             ARTICLE IV (4-4119) -4

<PAGE>


     If there is a public market for Qualifying Employer Securities of the
type held by the Plan, then the Plan Administrator may use as the value of the
securities the price at which such securities trade in such market. If the
Qualifying Employer Securities do not trade on the relevant date, or if the
market is very thin on such date, then the Plan Administrator may use for the
valuation the next preceding trading day on which the trading prices are
representative of the fair market value of such securities in the opinion of
the Plan Administrator.

     Cash dividends payable on the Qualifying Employer Securities shall be
reinvested in additional shares of such securities. In the event of any cash
or stock dividend or any stock split, such dividend or split shall be credited
to the Accounts based on the number of shares of Qualifying Employer
Securities credited to each Account as of the payable date of such dividend or
split.

     All purchases of Qualifying Employer Securities shall be made at a price,
or prices, which, in the judgement of the Plan Administrator, do not exceed
the fair market value of such securities.

     In the event that the Trustee acquires Qualifying Employer Securities by
purchase from a "disqualified person" as defined in Code Section 4975(e)(2) or
from a "party-in-interest" as defined in ERISA Section 3(14), the terms of
such purchase shall contain the provision that in the event there is a final
determination by the Internal Revenue Service, the Department of Labor, or
court of competent jurisdiction that the fair market value of such securities
as of the date of purchase was less than the purchase price paid by the
Trustee, then the seller shall pay or transfer, as the case may be, to the
Trustee an amount of cash or shares of Qualifying Employer Securities equal in
value to the difference between the purchase price and such fair market value
for all such shares. In the event that cash or shares of Qualifying Employer
Securities are paid or transferred to the Trustee under this provision, such
securities shall be valued at their fair market value as of the date of such
purchase, and interest at a reasonable rate from the date of purchase to the
date of payment or transfer shall be paid by the seller on the amount of cash
paid.

     The Plan Administrator may direct the Trustee to sell, resell, or
otherwise dispose of Qualifying Employer Securities to any person, including
the Employer, provided that any such sales to any disqualified person or
party-in-interest, including the Employer, will be made at not less than the
fair market value and no commission will be charged. Any such sale shall be
made in conformance with ERISA Section 408(e).

     The Employer is responsible for compliance with any applicable Federal or
state securities law with respect to all aspects of the Plan. If the
Qualifying Employer Securities or interest in this Plan are required to be
registered in order to permit investment in the Qualifying Employer Securities
Fund as provided in this section, then such investment will not be effective
until the later of the effective date of the Plan or the date such
registration or qualification is effective. The Employer, at its own expense,
will take or cause to be taken any and all such actions as may be necessary or
appropriate to effect such registration or qualification. Further, if the
Trustee is directed to dispose of any Qualifying Employer Securities held
under the Plan under circumstances which require registration or qualification
of the securities under applicable Federal or state securities laws, then the
Employer will, at its own expense, take or cause to be taken any and all such
action as may be necessary or appropriate to effect such registration or
qualification. The Employer is responsible for all compliance requirements
under Section 16 of the Securities Act.

     Voting rights, tender rights or exchange offers for Qualifying Employer
Securities will be determined according to procedures outlined in the Trust
Agreement.

RESTATEMENT JANUARY 1, 2005             48             ARTICLE IV (4-4119) -4



<PAGE>


SECTION 4.02--PURCHASE OF INSURANCE.

     The purchase of life insurance is available under this Plan for the
purpose of providing incidental death benefits. Life insurance is available to
Participants only if they had life insurance prior to August 1, 1992. These
Active Participants may elect to have any part of their Account which results
from Employer Contributions applied to purchase life insurance coverage on
their life.

     The Trustee shall apply for and will be the owner of any Insurance Policy
purchased under the terms of the Plan. The purchase shall be subject to the
provisions of this section, the distribution of benefits provisions of Article
VI, and the beneficiary provisions of the BENEFICIARY SECTION of Article X.

     If the Participant has a spouse, such spouse shall be his Beneficiary
under the Insurance Policy, unless (i) a qualified election has been made
according to the provisions of the ELECTION PROCEDURES SECTION of Article VI,
or (ii) the Trustee has been named as Beneficiary.

     If the Trustee is named as Beneficiary, upon the death of the
Participant, the Trustee shall be required to pay over all proceeds of the
Insurance Policy to the Participant's Beneficiary or spouse, as the case may
be, according to the distribution of benefits provisions of Article VI.

     Under no circumstances shall the Trust Fund retain any part of the
proceeds. In the event of any conflict between the terms of this Plan and the
terms of any Insurance Policy purchased hereunder, the Plan provisions shall
control.

     The purchase of insurance shall be subject to the limitations that may be
imposed by the Insurer under the applicable Insurance Policy. The Insurance
Policy may provide for waiver of premium for disability.

     The total of all insurance premiums for insurance coverage on the life of
a Participant provided by Employer Contributions shall be limited to a
percentage of all Employer Contributions made for that Participant. All such
ordinary life insurance premiums shall be limited to a percentage which is
less than 50 percent. All such term life and universal life insurance premiums
shall be limited to a percentage which is not more than 25 percent. If both
ordinary life insurance and term life or universal life insurance are
purchased, one-half of all such ordinary life insurance premiums and all such
other life insurance premiums shall be limited to a percentage which is not
more than 25 percent. Ordinary life insurance policies are policies with both
nondecreasing death benefits and nonincreasing premiums.

     Any dividends declared upon an amount of insurance in force on the life
of a Participant may, within the terms of the Insurance Policy, be applied to
reduce the earliest premium due, purchase paid-up insurance coverage,
accumulate under the policy to provide additional death benefit, or be
credited to the Participant's Account which is included in the Plan Fund. In
the absence of any direction, such dividends shall be applied to reduce the
earliest premium due for such amount of insurance.

     A Participant may elect to have amounts deducted from his Account to pay
insurance premiums. The total amount deducted cannot exceed the amount of
Contributions credited to his Account which were not used to purchase
insurance, but could have been.

     If a decrease in the amount of life insurance is necessary, any cash
value of the terminated insurance shall be retained in the Participant's
Account.

RESTATEMENT JANUARY 1, 2005             49             ARTICLE IV (4-4119) -4


<PAGE>


SECTION 4.03--TRANSFER OF OWNERSHIP.

     Any transfer of ownership under this section shall be subject to the
distribution of benefits provisions of Article VI.

     Upon the request of a Participant, the Employer may purchase for its cash
value a personal life insurance policy issued to, and insuring the life of,
the Participant. Such policy shall be immediately transferred from the
Employer to the Trustee. The cash value of the purchased policy shall be a
part of the Employer Contribution for the Plan Year. Any such purchase shall
be accomplished only under an appropriate written agreement between the
Participant, the Trustee, and the Employer. In lieu of the Employer's purchase
of such policy and at the Employer's direction, the Trustee may purchase the
policy directly from the Participant. These provisions shall not be available
if the policy is subject to a policy loan or similar lien. The purchase of and
future premiums for any such policy shall be subject to the limitations in the
PURCHASE OF INSURANCE SECTION of Article IV.

     If the Insurance Policy on a Participant's life allows transfer of
ownership, he may pay the Trustee an amount equal to the cash value of such
policy. Such payment shall become a part of his Account. Upon receiving the
payment, the Trustee shall transfer ownership of the policy to the
Participant. This transfer of ownership is not a distribution from the Plan.
This option shall only be available to a Participant if the policy would, but
for the sale, be surrendered by the Plan.

     If the Insurance Policy on a Participant's life allows transfer of
ownership and a distribution of a his Vested Account would include the cash
value of such policy, he may have ownership of such policy transferred to
himself without paying the cash value to the Trustee. Any Insurance Policy
transferred to the Participant for which he has not paid the cash value to the
Trustee is a distribution from the Plan.

     In applying the provisions of this section, all Participants in similar
circumstances shall be treated in a similar manner. Participants who are
Highly Compensated Employees shall not be treated in a manner more favorable
than that afforded all other Participants.

SECTION 4.04--TERMINATION OF INSURANCE.

     The termination of insurance under this section shall be subject to the
distribution of benefits provisions of Article VI.

     No premium payments shall be made under this Plan for an Inactive
Participant. If a Participant becomes an Inactive Participant before
Retirement Date, the Trustee may either use the cash value of the Insurance
Policy on his life to provide paid-up insurance or may surrender the Insurance
Policy. The cash value of a surrendered Insurance Policy is retained in the
Participant's Account and added to the Investment Fund. The purchase of
paid-up insurance shall be subject to the provisions of the Insurance Policy.
If the Participant ceases to be an Employee before Retirement Date, he may
elect to have the ownership of the Insurance Policy transferred as provided in
the TRANSFER OF OWNERSHIP SECTION of Article IV.

     On a Participant's Retirement Date, any Insurance Policy on his life, the
ownership of which has not been transferred to him, shall terminate. The cash
value shall be paid to the Participant in cash or applied to provide an income
for him according to the provisions of the Insurance Policy. In any event, no
portion of the value of any Insurance Policy shall be used to continue life
insurance protection under the Plan beyond actual retirement.

RESTATEMENT JANUARY 1, 2005             50             ARTICLE IV (4-4119) -4


<PAGE>

                                   ARTICLE V

                                   BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

     On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X.

SECTION 5.02--DEATH BENEFITS.

     If a Participant dies before his Annuity Starting Date, his Vested
Account shall be distributed according to the distribution of benefits
provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of
Article X.

SECTION 5.03--VESTED BENEFITS.

     If an Inactive Participant's Vested Account is not payable under the
SMALL AMOUNTS SECTION of Article X, he may elect, but is not required, to
receive a distribution of his Vested Account after he ceases to be an
Employee. A distribution under this paragraph shall be a retirement benefit
and shall be distributed to the Participant according to the distribution of
benefits provisions of Article VI.

     A Participant may not elect to receive a distribution under the
provisions of this section after he again becomes an Employee until he
subsequently ceases to be an Employee and meets the requirements of this
section.

     If an Inactive Participant does not receive an earlier distribution, upon
his Retirement Date or death, his Vested Account shall be distributed
according to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH
BENEFITS SECTION of Article V.

     The Nonvested Account of an Inactive Participant who has ceased to be an
Employee shall remain a part of his Account until it becomes a Forfeiture.
However, if he again becomes an Employee so that his Vesting Percentage can
increase, the Nonvested Account may become a part of his Vested Account.

SECTION 5.04--WHEN BENEFITS START.

     (a)  Unless otherwise elected, benefits shall begin before the 60th day
          following the close of the Plan Year in which the latest date below
          occurs:

          (1)  The date the Participant attains age 65 (or Normal Retirement
               Age, if earlier).

          (2)  The 10th anniversary of the Participant's Entry Date.

          (3)  The date the Participant ceases to be an Employee.


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          Notwithstanding the foregoing, the failure of a Participant to
          consent to a distribution while a benefit is immediately
          distributable, within the meaning of the ELECTION PROCEDURES SECTION
          of Article VI, shall be deemed to be an election to defer the start
          of benefits sufficient to satisfy this section.

          The Participant may elect to have his benefits begin after the
          latest date for beginning benefits described above, subject to the
          following provisions of this section. The Participant shall make the
          election in writing. Such election must be made before his Normal
          Retirement Date or the date he ceases to be an Employee, if later.
          The election must describe the form of distribution and the date
          benefits will begin. The Participant shall not elect a date for
          beginning benefits or a form of distribution that would result in a
          benefit payable when he dies which would be more than incidental
          within the meaning of governmental regulations.

          Benefits shall begin on an earlier date if otherwise provided in the
          Plan. For example, the Participant's Retirement Date or Required
          Beginning Date, as defined in the DEFINITIONS SECTION of Article
          VII.

     (b)  The Participant's Vested Account which results from Elective
          Deferral Contributions and Qualified Matching Contributions may not
          be distributed to a Participant or to his Beneficiary (or
          Beneficiaries) in accordance with the Participant's or Beneficiary's
          (or Beneficiaries') election, earlier than separation from service,
          death, or disability. Such amount may also be distributed upon:

          (1)  Termination of the Plan, as permitted in Article VIII.

          (2)  The disposition by the Employer, if the Employer is a
               corporation, to an unrelated corporation of substantially all
               of the assets, within the meaning of Code Section 409(d)(2),
               used in a trade or business of the Employer if the Employer
               continues to maintain the Plan after the disposition, but only
               with respect to Employees who continue employment with the
               corporation acquiring such assets.

          (3)  The disposition by the Employer, if the Employer is a
               corporation, to an unrelated entity of the Employer's interest
               in a subsidiary, within the meaning of Code Section 409(d)(3),
               if the Employer continues to maintain the Plan, but only with
               respect to Employees who continue employment with such
               subsidiary.

          (4)  The attainment of age 59 1/2 as permitted in the WITHDRAWAL
               BENEFITS SECTION of this article.

          (5)  The hardship of the Participant as permitted in the WITHDRAWAL
               BENEFITS SECTION of this article.

               All distributions that may be made pursuant to one or more of
               the foregoing distributable events will be a retirement benefit
               and shall be distributed to the Participant according to the
               distribution of benefit provisions of Article VI. In addition,
               distributions that are triggered by (1), (2) and (3) above must
               be made in a lump sum. A lump sum shall include a distribution
               of an annuity contract.



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          (c)  The Participant's Vested Account which results from
               contributions made under the Tesma International of America,
               Inc. U.S. Employees' Deferred Profit Sharing Plan may be
               distributed to a Participant or to his Beneficiary (or
               Beneficiaries) in accordance with the Participant's or
               Beneficiary's (or Beneficiaries') election, as follows:

               (1)  Distribution in Event of a Disposition of an Employer. If
                    a Participant ceases to be eligible to participate in this
                    Plan and his Vested Account is not transferred to a
                    successor plan pursuant to this subparagraph (c)(1), all
                    amounts in such ineligible Participant's Account shall
                    become fully (100%) vested.

                    Notwithstanding the foregoing, the Employer may, in its
                    sole discretion and in accordance with the Code, arrange
                    with a business enterprise which ceases to be an Employer
                    within the meaning of this Plan, to transfer the Vested
                    Accounts of Employees of such business enterprise to a
                    successor plan established by such business enterprise in
                    respect of such Employees.

                    Upon which distribution or transfer, as applicable, all
                    amounts standing to the ineligible Participant's credit
                    shall be cancelled and all rights under this Plan shall
                    cease.

               (2)  Distribution in Event of a Sale of Business. In the event
                    of the termination of the employment of a Participant as a
                    result of the sale by the Employer employing the
                    Participant of the assets or business in respect of which
                    the Participant was employed, all amounts in such former
                    Participant's Account shall become fully (100%) vested.
                    Upon distribution, all amounts standing to the former
                    Participant's credit shall be cancelled and all rights
                    under this Plan shall cease.

               All distributions that may be made pursuant to one of the
               foregoing distributable events will be a retirement benefit and
               shall be distributed to the Participant according to the
               distribution of benefit provisions of Article VI. In addition,
               distributions that are triggered by (1) or (2) above must be made
               in a lump sum. A lump sum shall include a distribution of an
               annuity contract.

SECTION 5.05--WITHDRAWAL BENEFITS.

          (a)  A Participant may withdraw any part of his Vested Account
               resulting from Voluntary Contributions. A Participant may make
               such a withdrawal at any time.

          (b)  A Participant may withdraw any part of his Vested Account
               resulting from Rollover Contributions. A Participant may make
               such a withdrawal at any time.

          (c)  A Participant who has attained age 59 1/2 may withdraw any part
               of his Vested Account which results from the following
               Contributions:

                    Elective Deferral Contributions
                    Matching Contributions

               A Participant may make only two such withdrawals in any
               12-month period.

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     (d)  A Participant may withdraw any part of his Vested Account which
          results from the following Contributions:

               Elective Deferral Contributions

          in the event of hardship due to an immediate and heavy financial
          need. Withdrawals from the Participant's Account resulting from
          Elective Deferral Contributions shall be limited to the amount of
          the Participant's Elective Deferral Contributions. Immediate and
          heavy financial need shall be limited to: (i) expenses incurred or
          necessary for medical care, described in Code Section 213(d), of the
          Participant, the Participant's spouse, or any dependents of the
          Participant (as defined in Code Section 152); (ii) purchase
          (excluding mortgage payments) of a principal residence for the
          Participant; (iii) payment of tuition, related educational fees, and
          room and board expenses, for the next 12 months of post-secondary
          education for the Participant, his spouse, children, or dependents;
          (iv) the need to prevent the eviction of the Participant from his
          principal residence or foreclosure on the mortgage of the
          Participant's principal residence; or (v) any other distribution
          which is deemed by the Commissioner of Internal Revenue to be made
          on account of immediate and heavy financial need as provided in
          Treasury regulations.

          No withdrawal shall be allowed which is not necessary to satisfy
          such immediate and heavy financial need. Such withdrawal shall be
          deemed necessary only if all of the following requirements are met:
          (i) the distribution is not in excess of the amount of the immediate
          and heavy financial need (including amounts necessary to pay any
          Federal, state, or local income taxes or penalties reasonably
          anticipated to result from the distribution); (ii) the Participant
          has obtained all distributions, other than hardship distributions,
          and all nontaxable loans currently available under all plans
          maintained by the Employer; (iii) the Plan, and all other plans
          maintained by the Employer, provide that the Participant's elective
          contributions and participant contributions will be suspended for at
          least 12 months after receipt of the hardship distribution; and (iv)
          the Plan, and all other plans maintained by the Employer, provide
          that the Participant may not make elective contributions for the
          Participant's taxable year immediately following the taxable year of
          the hardship distribution in excess of the applicable limit under
          Code Section 402(g) for such next taxable year less the amount of
          such Participant's elective contributions for the taxable year of
          the hardship distribution. The Plan will suspend elective
          contributions and participant contributions for 12 months and limit
          elective deferrals as provided in the preceding sentence. A
          Participant shall not cease to be an Eligible Participant, as
          defined in the EXCESS AMOUNTS SECTION of Article III, merely because
          his elective contributions or participant contributions are
          suspended.

     (e)  A Participant with at least 10 Years of Service may withdraw up to
          50% of his Vested Account resulting from Profit Sharing
          Contributions held in the Employer Stock Subaccount.

          A Participant with at least 20 Years of Service may withdraw up to
          75% of his Vested Account resulting from Profit Sharing
          Contributions held in the Employer Stock Subaccount.

          In determining the amount available for withdrawal in any Plan Year,
          the Plan Administrator shall take into account all amounts
          previously withdrawn under this subparagraph (e).

          A Participant may make only one withdrawal described in
          subparagraphs (e) and (f) in any Plan Year.

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     (f)  A Participant who has attained age 55 or who will attain age 55
          within the current Plan Year may withdraw a percentage of his Vested
          Account resulting from Profit Sharing Contributions held in the
          Employer Stock Subaccount, according to the following table:

                     Plan Year               Permitted Withdrawal Percentage

                   First Plan Year                       20%
                 Second Plan Year                        25%
                   Third Plan Year                       33%
                 Fourth Plan Year                        50%
           Fifth Plan Year and thereafter               100%

          A Participant may make only one withdrawal described in
          subparagraphs (e) and (f) in any Plan Year.

          In no case shall any distribution under this section be in the form
          of a loan.

     (g)  A request for withdrawal shall be made in such manner and in
          accordance with such rules as the Plan Administrator will prescribe
          for this purpose (including by means of voice response or other
          electronic means under circumstances the Plan Administrator
          permits). Withdrawals shall be a retirement benefit and shall be
          distributed to the Participant according to the distribution of
          benefits provisions of Article VI. A forfeiture shall not occur
          solely as a result of a withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

     Loans shall be made available to all Participants on a reasonably
equivalent basis from the portion of his Vested Account resulting from
Elective Deferral Contributions, Matching Contributions, and Rollover
Contributions. For purposes of this section, and unless otherwise specified,
Participant means any Participant or Beneficiary who is a party-in-interest as
defined in ERISA. Loans shall not be made to Highly Compensated Employees in
an amount greater than the amount made available to other Participants.

     No loans will be made to any shareholder-employee or Owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or
is considered as owning within the meaning of Code Section 318(a)(1)), on any
day during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.

     A loan to a Participant shall be a Participant-directed investment of his
Account. The portion of the Participant's Account held in the Qualifying
Employer Securities Fund may not be redeemed for purposes of a loan. The loan
is a Trust Fund investment but no Account other than the borrowing
Participant's Account shall share in the interest paid on the loan or bear any
expense or loss incurred because of the loan.

     The number of outstanding loans shall be limited to one. No more than one
loan shall be approved for any Participant in any 12-month period. The minimum
amount of any loan shall be $1,000.

     Loans must be adequately secured and bear a reasonable rate of interest.


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        The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

     (a)  $50,000, reduced by the highest outstanding loan balance of loans
          during the one-year period ending on the day before the new loan is
          made.

     (b)  The greater of (1) or (2), reduced by (3) below:

          (1)  One-half of the Participant's Vested Account.

          (2)  $10,000.

          (3)  Any outstanding loan balance on the date the new loan is made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

     The foregoing notwithstanding, the amount of such loan shall not exceed
50 percent of the amount of the Participant's Vested Account. For purposes of
this maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participant's Vested Account (as
limited above) shall be accepted. The Loan Administrator shall determine if
the collateral is adequate for the amount of the loan requested.

     Each loan shall bear a reasonable fixed rate of interest to be determined
by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently
being charged by commercial lenders for loans of comparable risk on similar
terms and for similar durations, so that the interest will provide for a
return commensurate with rates currently charged by commercial lenders for
loans made under similar circumstances. The Loan Administrator shall not
discriminate among Participants in the matter of interest rates; but loans
granted at different times may bear different interest rates in accordance
with the current appropriate standards.

     The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan. If
the loan is used to acquire a dwelling unit, which within a reasonable time
(determined at the time the loan is made) will be used as the principal
residence of the Participant, the repayment period may extend beyond five
years from the date of the loan. The period of repayment for any loan shall be
arrived at by mutual agreement between the Loan Administrator and the
Participant and if the loan is for a principal residence, shall not be made
for a period longer than ten (10) years.

     The Participant shall make an application for a loan in such manner and
in accordance with such rules as the Loan Administrator shall prescribe for
this purpose (including by means of voice response or other electronic means
under circumstances the Loan Administrator permits). The application must
specify the amount and duration requested.

     Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will
be able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate


RESTATEMENT JANUARY 1, 2005             56             ARTICLE V (4-4119) -4

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further investigations concerning the creditworthiness and credit history of
the Participant to determine whether a loan should be approved.

     Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

     There will be an assignment of collateral to the Plan executed at the
time the loan is made.

     In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be
executed by the Participant at the time the loan is made. Loan repayments that
are accumulated through payroll deduction shall be paid to the Trustee by the
earlier of (i) the date the loan repayments can reasonably be segregated from
the Employer's assets, or (ii) the 15th business day of the month following
the month in which such amounts would otherwise have been paid in cash to the
Participant.

     Where payroll deduction is not available, payments in cash are to be
timely made. Any payment that is not by payroll deduction shall be made
payable to the Employer or the Trustee, as specified in the promissory note,
and delivered to the Loan Administrator, including prepayments, service fees
and penalties, if any, and other amounts due under the note. The Loan
Administrator shall deposit such amounts into the Plan as soon as
administratively practicable after they are received, but in no event later
than the 15th business day of the month after they are received.

     The promissory note may provide for reasonable late payment penalties and
service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so
provides, such amounts may be assessed and collected from the Account of the
Participant as part of the loan balance.

     Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

     The Plan shall suspend loan payments for a period not exceeding one year
during which an approved unpaid leave of absence occurs other than a military
leave of absence. The Loan Administrator shall provide the Participant a
written explanation of the effect of the suspension of payments upon his loan.

     If a Participant separates from service (or takes a leave of absence)
from the Employer because of service in the military and does not receive a
distribution of his Vested Account, the Plan shall suspend loan payments until
the Participant's completion of military service or until the Participant's
fifth anniversary of commencement of military service, if earlier, as
permitted under Code Section 414(u). The Loan Administrator shall provide the
Participant a written explanation of the effect of his military service upon
his loan.

     If any payment of principal and interest, or any portion thereof, remains
unpaid for more than 90 days after due, the loan shall be in default. For
purposes of Code Section 72(p), the Participant shall then be treated as
having received a deemed distribution regardless of whether or not a
distributable event has occurred.

     Upon default, the Plan has the right to pursue any remedy available by
law to satisfy the amount due, along with accrued interest, including the
right to enforce its claim against the security pledged and execute upon the
collateral as allowed by law. The entire principal balance whether or not
otherwise then due, along with accrued interest, shall become immediately due
and payable without demand or notice, and subject to


RESTATEMENT JANUARY 1, 2005             57              ARTICLE V (4-4119) -4

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collection or satisfaction by any lawful means, including specifically, but
not limited to, the right to enforce the claim against the security pledged
and to execute upon the collateral as allowed by law.

     In the event of default, foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then due shall not
occur until a distributable event occurs in accordance with the Plan, and
shall not occur to an extent greater than the amount then available upon any
distributable event which has occurred under the Plan.

     All reasonable costs and expenses, including but not limited to
attorney's fees, incurred by the Plan in connection with any default or in any
proceeding to enforce any provision of a promissory note or instrument by
which a promissory note for a Participant loan is secured, shall be assessed
and collected from the Account of the Participant as part of the loan balance.

     If payroll deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are insufficient to
satisfy the total amount due, there will be an increase in the amount taken
subsequently, sufficient to make up the amount that is then due. If any amount
remains past due more than 90 days, the entire principal amount, whether or
not otherwise then due, along with interest then accrued, shall become due and
payable, as above.

     If no distributable event has occurred under the Plan at the time that
the Participant's Vested Account would otherwise be used under this provision
to pay any amount due under the outstanding loan, this will not occur until
the time, or in excess of the extent to which, a distributable event occurs
under the Plan. An outstanding loan will become due and payable in full 60
days after a Participant ceases to be an Employee and a party-in-interest as
defined in ERISA or after complete termination of the Plan.

     Notwithstanding the foregoing, any Milan Seating Systems Employee with an
outstanding loan on June 5, 2005, may elect to roll the outstanding loan
balance to another plan rather than have the loan become due and payable upon
termination of employment.

SECTION 5.07--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

     The Plan specifically permits distributions to an Alternate Payee under a
qualified domestic relations order as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Participant has attained his
earliest retirement age is available only if the order specifies that
distribution shall be made prior to the earliest retirement age or allows the
Alternate Payee to elect a distribution prior to the earliest retirement age.

     Nothing in this section shall permit a Participant to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under
the Plan.

     The benefit payable to an Alternate Payee shall be subject to the
provisions of the SMALL AMOUNTS SECTION of Article X if the value of the
benefit does not exceed $5,000.

     The Plan Administrator shall establish reasonable procedures to determine
the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Participant
and the Alternate Payee named in the order, in writing, of the receipt of the
order and

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the Plan's procedures for determining the qualified status of the order. Within
a reasonable period of time after receiving the domestic relations order, the
Plan Administrator shall determine the qualified status of the order and shall
notify the Participant and each Alternate Payee, in writing, of its
determination. The Plan Administrator shall provide notice under this paragraph
by mailing to the individual's address specified in the domestic relations
order, or in a manner consistent with Department of Labor regulations. The Plan
Administrator may treat as qualified any domestic relations order entered into
before January 1, 1985, irrespective of whether it satisfies all the
requirements described in Code Section 414(p).

     If any portion of the Participant's Vested Account is payable during the
period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are
first payable following receipt of the order, the payable amounts shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the
18-month determination period, the payable amounts shall be distributed in the
manner the Plan would distribute if the order did not exist and the order
shall apply prospectively if the Plan Administrator later determines the order
is a qualified domestic relations order.

     The Plan shall make payments or distributions required under this section
by separate benefit checks or other separate distribution to the Alternate
Payee(s).

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                                 ARTICLE VII

                           DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

     Unless an optional form of benefit is selected pursuant to a qualified
election within the election period (see the ELECTION PROCEDURES SECTION of
this article), the automatic form of benefit payable to or on behalf of a
Participant is determined as follows:

     (a)  Retirement Benefits. The automatic form of retirement benefit for a
          Participant who does not die before his Annuity Starting Date shall
          be a single sum payment.

     (b)  Death Benefits. The automatic form of death benefit for a
          Participant who dies before his Annuity Starting Date shall be a
          single-sum payment to the Participant's Beneficiary.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION.

     (a)  Retirement Benefits. The only form of retirement benefit for that
          portion of a Participant's Account which is not held in the
          Qualifying Employer Securities Fund is a single sum payment. The
          optional forms of retirement benefit for that portion of a
          Participant's Account which is held in the Qualifying Employer
          Securities Fund are a single sum payment and a distribution in kind.
          In no event will a small amounts payment described in the SMALL
          AMOUNTS SECTION of Article X be made in kind.

          Election of an optional form is subject to the qualified election
          provisions of the ELECTION PROCEDURES SECTION of this article and
          the distribution requirements of Article VII.

     (b)  Death Benefits. The only form of death benefit is a single-sum
          payment.

SECTION 6.03--ELECTION PROCEDURES.

     The Participant or spouse shall make any election under this section in
writing. The Plan Administrator may require such individual to complete and
sign any necessary documents as to the provisions to be made. Any election
permitted under (a) and (b) below shall be subject to the qualified election
provisions of (c) below.

     (a)  Retirement Benefits. A Participant may elect to have retirement
          benefits from that portion of his Account which is held in the
          Qualifying Employer Securities Fund distributed under any of the
          optional forms of retirement benefit available in the OPTIONAL FORMS
          OF DISTRIBUTION SECTION of this article.

     (b)  Death Benefits. A Participant may elect his Beneficiary.

     (c)  Qualified Election. The Participant may make an election at any time
          during the election period. The Participant may revoke the election
          made (or make a new election) at any time and any number of times
          during the election period. An election is effective only if it
          meets the consent requirements below.


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     (1)  Election Period for Retirement Benefits. The Participant may make an
          election as to retirement benefits at any time before the Annuity
          Starting Date.

     (2)  Election Period for Death Benefits. A Participant may make an
          election as to death benefits at any time before he dies.

     (3)  Consent to Election. If the Participant's Vested Account exceeds
          $5,000, any benefit which is immediately distributable requires the
          consent of the Participant.

          The consent of the Participant to a benefit which is immediately
          distributable must not be made before the date the Participant is
          provided with the notice of the ability to defer the distribution.
          Such consent shall be made in writing.

          The consent shall not be made more than 90 days before the Annuity
          Starting Date. The consent of the Participant shall not be required
          to the extent that a distribution is required to satisfy Code
          Section 401(a)(9) or Code Section 415.

          In addition, upon termination of this Plan, if the Plan does not
          offer an annuity option (purchased from a commercial provider), and
          if the Employer (or any entity within the same Controlled Group)
          does not maintain another defined contribution plan (other than an
          employee stock ownership plan as defined in Code Section
          4975(e)(7)), the Participant's Account balance will, without the
          Participant's consent, be distributed to the Participant. However,
          if any entity within the same Controlled Group maintains another
          defined contribution plan (other than an employee stock ownership
          plan as defined in Code Section 4975(e)(7)) then the Participant's
          Account will be transferred, without the Participant's consent, to
          the other plan if the Participant does not consent to an immediate
          distribution.

          A benefit is immediately distributable if any part of the benefit
          could be distributed to the Participant before the Participant
          attains the older of Normal Retirement Age or age 62.

          Spousal consent is needed to name a Beneficiary other than the
          Participant's spouse. If a Participant names a Beneficiary other
          than his spouse, the spouse has the right to limit consent only to a
          specific Beneficiary. The spouse can relinquish such right. Such
          consent shall be in writing. The spouse's consent shall be witnessed
          by a plan representative or notary public. The spouse's consent must
          acknowledge the effect of the election, including that the spouse
          had the right to limit consent only to a specific Beneficiary and
          that the relinquishment of such right was voluntary. Unless the
          consent of the spouse expressly permits designations by the
          Participant without a requirement of further consent by the spouse,
          the spouse's consent must be limited to the Beneficiary, class of
          Beneficiaries, or contingent Beneficiary named in the election.

          Spousal consent is not required, however, if the Participant
          establishes to the satisfaction of the plan representative that the
          consent of the spouse cannot be obtained because there is no spouse
          or the spouse cannot be located. A spouse's consent under this
          paragraph shall not be valid with respect to any other spouse. A
          Participant may revoke a prior election without the consent of the
          spouse. Any new election will require a new spousal consent, unless
          the consent of the spouse expressly permits such election by the


RESTATEMENT JANUARY 1, 2005             61              ARTICLE VI (4-4119) -4


<PAGE>

               Participant without further consent by the spouse. A spouse's
               consent may be revoked at any time within the Participant's
               election period.

SECTION 6.04--NOTICE REQUIREMENTS.

     Optional Forms of Retirement Benefit and Right to Defer. The Plan
Administrator shall furnish to the Participant a written explanation of the
optional forms of retirement benefit in the OPTIONAL FORMS OF DISTRIBUTION
SECTION of this article, including the material features and relative values
of these options, in a manner that would satisfy the notice requirements of
Code Section 417(a)(3) and the right of the Participant to defer distribution
until the benefit is no longer immediately distributable.

     The Plan Administrator shall furnish the written explanation by a method
reasonably calculated to reach the attention of the Participant no less than
30 days, and no more than 90 days, before the Annuity Starting Date.

     However, distribution may begin less than 30 days after the notice
described in this subparagraph is given, provided the Plan Administrator
clearly informs the Participant that he has a right to a period of at least 30
days after receiving the notice to consider the decision of whether or not to
elect a distribution (and if applicable, a particular distribution option),
and the Participant, after receiving the notice, affirmatively elects a
distribution.

RESTATEMENT JANUARY 1, 2005            62              ARTICLE VI (4-4119) -4


<PAGE>


                                  ARTICLE VII

                           DISTRIBUTION REQUIREMENTS

SECTION 7.01--APPLICATION.

     The optional forms of distribution are only those provided in Article VI.
An optional form of distribution shall not be permitted unless it meets the
requirements of this article. The timing of any distribution must meet the
requirements of this article.

SECTION 7.02--DEFINITIONS.

     For purposes of this article, the following terms are defined:

     Applicable Life Expectancy means Life Expectancy (or Joint and Last
     Survivor Expectancy) calculated using the attained age of the Participant
     (or Designated Beneficiary) as of the Participant's (or Designated
     Beneficiary's) birthday in the applicable calendar year reduced by one
     for each calendar year which has elapsed since the date Life Expectancy
     was first calculated. If Life Expectancy is being recalculated, the
     Applicable Life Expectancy shall be the Life Expectancy so recalculated.
     The applicable calendar year shall be the first Distribution Calendar
     Year, and if Life Expectancy is being recalculated, such succeeding
     calendar year.

     Designated Beneficiary means the individual who is designated as the
     beneficiary under the Plan in accordance with Code Section 401(a)(9) and
     the regulations thereunder.

     Distribution Calendar Year means a calendar year for which a minimum
     distribution is required. For distributions beginning before the
     Participant's death, the first Distribution Calendar Year is the calendar
     year immediately preceding the calendar year which contains the
     Participant's Required Beginning Date. For distributions beginning after
     the Participant's death, the first Distribution Calendar Year is the
     calendar year in which distributions are required to begin pursuant to
     (e) of the DISTRIBUTION REQUIREMENTS SECTION of this article.

     5-percent Owner means a 5-percent owner as defined in Code Section 416. A
     Participant is treated as a 5-percent Owner for purposes of this article
     if such Participant is a 5-percent Owner at any time during the Plan Year
     ending with or within the calendar year in which such owner attains age
     70 1/2.

     In addition, a Participant is treated as a 5-percent Owner for purposes
     of this article if such Participant becomes a 5-percent Owner in a later
     Plan Year. Such Participant's Required Beginning Date shall not be later
     than the April 1 of the calendar year following the calendar year in
     which such later Plan Year ends.

     Once distributions have begun to a 5-percent Owner under this article,
     they must continue to be distributed, even if the Participant ceases to
     be a 5-percent Owner in a subsequent year.

     Joint and Last Survivor Expectancy means joint and last survivor
     expectancy computed using the expected return multiples in Table VI of
     section 1.72-9 of the Income Tax Regulations.


RESTATEMENT JANUARY 1, 2005             63             ARTICLE VII (4-4119) -4

<PAGE>

     Unless otherwise elected by the Participant by the time distributions are
     required to begin, life expectancies shall be recalculated annually. Such
     election shall be irrevocable as to the Participant and shall apply to
     all subsequent years. The life expectancy of a nonspouse Beneficiary may
     not be recalculated.

     Life Expectancy means life expectancy computed using the expected return
     multiples in Table V of section 1.72-9 of the Income Tax Regulations.

     Unless otherwise elected by the Participant (or spouse, in the case of
     distributions described in (e)(2)(ii) of the DISTRIBUTION REQUIREMENTS
     SECTION of this article) by the time distributions are required to begin,
     life expectancy shall be recalculated annually. Such election shall be
     irrevocable as to the Participant (or spouse) and shall apply to all
     subsequent years. The life expectancy of a nonspouse Beneficiary may not
     be recalculated.

     Participant's Benefit means:

     (a)  The Account balance as of the last Valuation Date in the calendar
          year immediately preceding the Distribution Calendar Year (valuation
          calendar year) increased by the amount of any contributions or
          forfeitures allocated to the Account balance as of the dates in the
          valuation calendar year after the Valuation Date and decreased by
          distributions made in the valuation calendar year after the
          Valuation Date.

     (b)  Exception for Second Distribution Calendar Year. For purposes of (a)
          above, if any portion of the minimum distribution for the first
          Distribution Calendar Year is made in the second Distribution
          Calendar Year on or before the Required Beginning Date, the amount
          of the minimum distribution made in the second Distribution Calendar
          Year shall be treated as if it had been made in the immediately
          preceding Distribution Calendar Year.

     Required Beginning Date means, for a Participant who is a 5-percent
     Owner, the April 1 of the calendar year following the calendar year in
     which he attains age 70 1/2.

     Required Beginning Date means, for any Participant who is not a 5-percent
     Owner, the April 1 of the calendar year following the later of the
     calendar year in which he attains age 70 1/2 or the calendar year in
     which he retires.

     The preretirement age 70 1/2 distribution option is only eliminated with
     respect to Participants who reach age 70 1/2 in or after a calendar year
     that begins after the later of December 31, 1998, or the adoption date of
     the amendment which eliminated such option. The preretirement age 70 1/2
     distribution is an optional form of benefit under which benefits payable
     in a particular distribution form (including any modifications that may
     be elected after benefits begin) begin at a time during the period that
     begins on or after January 1 of the calendar year in which the
     Participant attains age 70 1/2 and ends April 1 of the immediately
     following calendar year.

     The options available for Participants who are not 5-percent Owners and
     attained age 70 1/2 in calendar years before the calendar year that
     begins after the later of December 31, 1998, or the adoption date of the
     amendment which eliminated the preretirement age 70 1/2 distribution
     shall be the following. Any such Participant attaining age 70 1/2 in
     years after 1995 may elect by April 1 of the calendar year following the
     calendar year in which he attained age 70 1/2 (or by December 31,


RESTATEMENT JANUARY 1, 2005             64              ARTICLE VII (4-4119) -4

<PAGE>


     1997 in the case of a Participant attaining age 70 1/2 in 1996) to defer
     distributions until the calendar year following the calendar year in
     which he retires. Any such Participant attaining age 70 1/2 in years
     prior to 1997 may elect to stop distributions which are not purchased
     annuities and recommence by the April 1 of the calendar year following
     the year in which he retires. There shall be a new Annuity Starting Date
     upon recommencement.

SECTION 7.03--DISTRIBUTION REQUIREMENTS.

     (a)  General Rules.

          (1)  The requirements of this article shall apply to any
               distribution of a Participant's interest and shall take
               precedence over any inconsistent provisions of this Plan.
               Unless otherwise specified, the provisions of this article
               apply to calendar years beginning after December 31, 1984.

          (2)  All distributions required under this article 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.

          (3)  With respect to distributions under the Plan made on or after
               June 14, 2001, for calendar years beginning on or after January
               1, 2001, the Plan will apply the minimum distribution
               requirements of Code Section 401(a)(9) in accordance with the
               regulations under Code Section 401(a)(9) that were proposed on
               January 17, 2001 (the 2001 Proposed Regulations),
               notwithstanding any provision of the Plan to the contrary. If
               the total amount of required minimum distributions made to a
               Participant for 2001 prior to June 14, 2001, are equal to or
               greater than the amount of required minimum distributions
               determined under the 2001 Proposed Regulations, then no
               additional distributions are required for such Participant for
               2001 on or after such date. If the total amount of required
               minimum distributions made to a Participant for 2001 prior to
               June 14, 2001, are less than the amount determined under the
               2001 Proposed Regulations, then the amount of required minimum
               distributions for 2001 on or after such date will be determined
               so that the total amount of required minimum distributions for
               2001 is the amount determined under the 2001 Proposed
               Regulations. These provisions shall continue in effect until
               the last calendar year beginning before the effective date of
               final regulations under Code Section 401(a)(9) or such other
               date as may be published by the Internal Revenue Service.

     (b)  Required Beginning Date. The entire interest of a Participant must
          be distributed or begin to be distributed no later than the
          Participant's Required Beginning Date.

     (c)  Limits on Distribution Periods. As of the first Distribution
          Calendar Year, distributions, if not made in a single sum, may only
          be made over one of the following periods (or combination thereof):

          (1)  the life of the Participant,

          (2)  the life of the Participant and a Designated Beneficiary,


RESTATEMENT JANUARY 1, 2005             65            ARTICLE VII (4-4119) -4


<PAGE>


          (3)  a period certain not extending beyond the Life Expectancy of
               the Participant, or

          (4)  a period certain not extending beyond the Joint and Last
               Survivor Expectancy of the Participant and a Designated
               Beneficiary.

     (d)  Determination of Amount to be Distributed Each Year. If the
          Participant's interest is to be distributed in other than a single
          sum, the following minimum distribution rules shall apply on or
          after the Required Beginning Date:

          (1)  Individual Account.

               (i)  If a Participant's Benefit is to be distributed over

                    A.   a period not extending beyond the Life Expectancy of
                         the Participant or the Joint Life and Last Survivor
                         Expectancy of the Participant and the Participant's
                         Designated Beneficiary, or

                    B.   a period not extending beyond the Life Expectancy of
                         the Designated Beneficiary,

                    the amount required to be distributed for each calendar
                    year beginning with the distributions for the first
                    Distribution Calendar Year, must be at least equal to the
                    quotient obtained by dividing the Participant's Benefit by
                    the Applicable Life Expectancy.

               (ii) For calendar years beginning before January 1, 1989, if
                    the Participant's spouse is not the Designated
                    Beneficiary, the method of distribution selected must
                    assure that at least 50 percent of the present value of
                    the amount available for distribution is paid within the
                    Life Expectancy of the Participant.

              (iii) For calendar years beginning after December 31, 1988, the
                    amount to be distributed each year, beginning with
                    distributions for the first Distribution Calendar Year
                    shall not be less than the quotient obtained by dividing
                    the Participant's Benefit by the lesser of:

                    A.   the Applicable Life Expectancy, or

                    B.   if the Participant's spouse is not the Designated
                         Beneficiary, the applicable divisor determined from
                         the table set forth in Q&A-4 of section 1.401(a)(9)-2
                         of the proposed regulations.

                    Distributions after the death of the Participant shall be
                    distributed using the Applicable Life Expectancy in (1)(i)
                    above as the relevant divisor without regard to section
                    1.401(a)(9)-2 of the proposed regulations.

               (iv) The minimum distribution required for the Participant's
                    first Distribution Calendar Year must be made on or before
                    the Participant's Required Beginning Date. The minimum
                    distribution for other calendar years, including the
                    minimum distribution for


RESTATEMENT JANUARY 1, 2005             66            ARTICLE VII (4-4119) -4

<PAGE>


                    the Distribution Calendar Year in which the Participant's
                    Required Beginning Date occurs, must be made on or before
                    December 31 of that Distribution Calendar Year.

          (2)  Other Forms. If the Participant's Benefit is distributed in the
               form of an annuity purchased from an insurance company,
               distributions thereunder shall be made in accordance with the
               requirements of Code Section 401(a)(9) and the proposed
               regulations thereunder.

     (e)  Death Distribution Provisions.

          (1)  Distribution Beginning Before Death. If the Participant dies
               after distribution of his interest has begun, the remaining
               portion of such interest will continue to be distributed at
               least as rapidly as under the method of distribution being used
               prior to the Participant's death.

          (2)  Distribution Beginning After Death.

               (i)  If the Participant dies before distribution of his
                    interest begins, distribution of the Participant's entire
                    interest shall be completed by December 31 of the calendar
                    year containing the fifth anniversary of the Participant's
                    death except to the extent that an election is made to
                    receive distributions in accordance with A or B below:

                    A.   if any portion of the Participant's interest is
                         payable to a Designated Beneficiary, distributions
                         may be made over the life or over a period certain
                         not greater than the Life Expectancy of the
                         Designated Beneficiary beginning on or before
                         December 31 of the calendar year immediately
                         following the calendar year in which the Participant
                         died;

                    B.   if the Designated Beneficiary is the Participant's
                         surviving spouse, the date distributions are required
                         to begin in accordance with A above shall not be
                         earlier than the later of:

                         1.   December 31 of the calendar year immediately
                              following the calendar year in which the
                              Participant died, or

                         2.   December 31 of the calendar year in which the
                              Participant would have attained age 70 1/2.

               (ii) If the Participant has not made an election pursuant to
                    this (e)(2) by the time of his death, the Participant's
                    Designated Beneficiary must elect the method of
                    distribution no later than the earlier of:

                    A.   December 31 of the calendar year in which
                         distributions would be required to begin under this
                         subparagraph, or

                    B.   December 31 of the calendar year which contains the
                         fifth anniversary of the date of death of the
                         Participant.

              (iii) If the Participant has no Designated Beneficiary, or if
                    the Designated Beneficiary does not elect a method of
                    distribution, distribution of the Participant's entire
                    interest

RESTATEMENT JANUARY 1, 2005             67            ARTICLE VII (4-4119) -4

<PAGE>


                    must be completed by December 31 of the calendar year
                    containing the fifth anniversary of the Participant's
                    death.

          (3)  For purposes of (e)(2) above, if the surviving spouse dies
               after the Participant, but before payments to such spouse
               begin, the provisions of (e)(2) above, with the exception of
               (e1(21(i)(B) therein, shall be applied as if the surviving
               spouse were the Participant.

          (4)  For purposes of this (e), distribution of a Participant's
               interest is considered to begin on the Participant's Required
               Beginning Date (or if (e)(3) above is applicable, the date
               distribution is required to begin to the surviving spouse
               pursuant to (e)(2) above). If distribution in the form of an
               annuity irrevocably begins to the Participant before the
               Required Beginning Date, the date distribution is considered to
               begin is the date distribution actually begins.


RESTATEMENT JANUARY 1, 2005             68            ARTICLE VII (4-4119) -4


<PAGE>


                                  ARTICLE VIII

                             TERMINATION OF THE PLAN

     The Primary Employer expects to continue the Plan indefinitely but
reserves the right to terminate the Plan in whole or in part at any time upon
giving written notice to all parties concerned. Complete discontinuance of
Contributions constitutes complete termination of the Plan.

     The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of the Plan.
The Account of each Participant who is included in the group of Participants
deemed to be affected by the partial termination of the Plan shall be fully
(100%) vested and nonforfeitable as of the effective date of the partial
termination of the Plan. The Participant's Account shall continue to
participate in the earnings credited, expenses charged, and any appreciation
or depreciation of the Investment Fund until his Vested Account is
distributed.

     A Participant's Account which does not result from the Contributions
listed below may be distributed to the Participant after the effective date of
the complete termination of the Plan:

     Elective Deferral Contributions
     Qualified Matching Contributions

A Participant's Account resulting from such Contributions may be distributed
upon complete termination of the Plan, but only if neither the Employer nor any
Controlled Group member maintain or establish a successor defined contribution
plan (other than an employer stock ownership plan as defined in Code Section
4975(e)(7), a simplified employee pension plan as defined in Code Section 408(k)
or a SIMPLE IRA plan as defined in Code Section 408(p)) and such distribution is
made in a lump sum. A distribution under this article shall be a retirement
benefit and shall be distributed to the Participant according to the provisions
of Article VI.

     The Participant's entire Vested Account shall be paid in a single sum to
the Participant as of the effective date of complete termination of the Plan
if (i) the requirements for distribution of Elective Deferral Contributions in
the above paragraph are met and (ii) consent of the Participant is not
required in the ELECTION PROCEDURES SECTION of Article VI to distribute a
benefit which is immediately distributable. This payment is a small amounts
payment. The small amounts payment is in full settlement of all benefits
otherwise payable.

     Upon complete termination of the Plan, no more Employees shall become
Participants and no more Contributions shall be made.

     The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if
it would contravene any provision of law.

RESTATEMENT JANUARY 1, 2005             69            ARTICLE VIII (4-4119) -4


<PAGE>


                                  ARTICLE IX

                          ADMINISTRATION OF THE PLAN

SECTION 9.01--ADMINISTRATION.

     Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative
duties. Not in limitation, but in amplification of the foregoing, the Plan
Administrator has complete discretion to construe or interpret the provisions
of the Plan, including ambiguous provisions, if any, and to determine all
questions that may arise under the Plan, including all questions relating to
the eligibility of Employees to participate in the Plan and the amount of
benefit to which any Participant or Beneficiary may become entitled. The Plan
Administrator's decisions upon all matters within the scope of its authority
shall be final.

     Unless otherwise set out in the Plan or Annuity Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to
accept such duties. The Plan Administrator shall be entitled to rely upon all
tables, valuations, certificates and reports furnished by the consultant or
actuary appointed by the Plan Administrator and upon all opinions given by any
counsel selected or approved by the Plan Administrator.

     The Plan Administrator shall receive all claims for benefits by
Participants, former Participants and Beneficiaries. The Plan Administrator
shall determine all facts necessary to establish the right of any Claimant to
benefits and the amount of those benefits under the provisions of the Plan.
The Plan Administrator may establish rules and procedures to be followed by
Claimants in filing claims for benefits, in furnishing and verifying proofs
necessary to determine age, and in any other matters required to administer
the Plan.

SECTION 9.02--EXPENSES.

     Expenses of the Plan, to the extent that the Employer does not pay such
expenses, may be paid out of the assets of the Plan provided that such payment
is consistent with ERISA. Such expenses include, but are not limited to,
expenses for bonding required by ERISA; expenses for recordkeeping and other
administrative services; fees and expenses of the Trustee or Annuity Contract;
expenses for investment education service; and direct costs that the Employer
incurs with respect to the Plan.

SECTION 9.03--RECORDS.

     All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

     Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.

RESTATEMENT JANUARY 1, 2005             70             ARTICLE IX (4-4119) -4

<PAGE>


SECTION 9.04--INFORMATION AVAILABLE.

     Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan,
the Annuity Contract or any other instrument under which the Plan was
established or is operated. The Plan Administrator shall maintain all of the
items listed in this section in its office, or in such other place or places
as it may designate in order to comply with governmental regulations. These
items may be examined during reasonable business hours. Upon the written
request of a Participant or Beneficiary receiving benefits under the Plan, the
Plan Administrator shall furnish him with a copy of any of these items. The
Plan Administrator may make a reasonable charge to the requesting person for
the copy.

SECTION 9.05--CLAIM AND APPEAL PROCEDURES.

     A Claimant must submit any necessary forms and needed information when
making a claim for benefits under the Plan.

     If a claim for benefits under the Plan is wholly or partially denied, the
Plan Administrator shall provide adequate written notice to the Claimant whose
claim for benefits under the Plan has been denied. The notice must be
furnished within 90 days of the date that the claim is received by the Plan
without regard to whether all of the information necessary to make a benefit
determination is received. The Claimant shall be notified in writing within
this initial 90-day period if special circumstances require an extension of
the time needed to process the claim. The notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan
Administrator's decision is expected to be rendered. In no event shall such
extension exceed a period of 90 days from the end of the initial 90-day
period.

     The Plan Administrator's notice to the Claimant shall:

     (a)  specify the reason or reasons for the denial;

     (b)  reference the specific Plan provisions on which the denial is based;

     (c)  describe any additional material and information needed for the
          Claimant to perfect his claim for benefits;

     (d)  explain why the material and information is needed; and

     (e)  inform the Claimant of the Plan's appeal procedures and the time
          limits applicable to such procedures, including a statement of the
          Claimant's right to bring a civil action under ERISA section 502(a)
          following an adverse benefit determination on appeal.

     Any appeal made by a Claimant must be made in writing to the Plan
Administrator within 60 days after receipt of the Plan Administrator's notice
of denial of benefits. If the Claimant appeals to the Plan Administrator, the
Claimant may submit written comments, documents, records, and other
information relating to the claim for benefits. The Claimant shall be
provided, 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. The Plan Administrator shall review the claim taking 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.

RESTATEMENT JANUARY 1, 2005             71             ARTICLE IX (4-4119) -4


<PAGE>


     The Plan Administrator shall provide adequate written notice to the
Claimant of the Plan's benefit determination on review. The notice must be
furnished within 60 days of the date that the request for review is received
by the Plan without regard to whether all of the information necessary to make
a benefit determination on review is received. The Claimant shall be notified
in writing within this initial 60-day period if special circumstances require
an extension of the time needed to process the claim. The notice shall
indicate the special circumstances requiring an extension of time and the date
by which the Plan Administrator expects to render the determination on review.
In no event shall such extension exceed a period of 60 days from the end of
the initial 60-day period.

     In the event the benefit determination is being made by a committee or
board of trustees that hold regularly scheduled meetings at least quarterly,
the above paragraph shall not apply. The benefit determination must be made by
the date of the meeting of the committee or board that immediately follows the
Plan's receipt of a request for review, unless the request for review is filed
within 30 days preceding the date of such meeting. In such case, the benefit
determination must be made by the date of the second meeting following the
Plan's receipt of the request for review. The date of the receipt of the
request for review shall be determined without regard to whether all of the
information necessary to make a benefit determination on review is received.
The Claimant shall be notified in writing within this initial period if
special circumstances require an extension of the time needed to process the
claim. The notice shall indicate the special circumstances requiring an
extension of time and the date by which the committee or board expects to
render the determination on review. In no event shall such benefit
determination be made later than the third meeting of the committee or board
following the Plan's receipt of the request for review. The Plan Administrator
shall provide adequate written notice to the Claimant of the Plan's benefit
determination on review as soon as possible, but not later than five days
after the benefit determination is made.

     If the claim for benefits is wholly or partially denied on review, the
Plan Administrator's notice to the Claimant shall:

     (a)  specify the reason or reasons for the denial;

     (b)  reference the specific Plan provisions on which the denial is based;

     (c)  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

     (d)  include a statement of the Claimant's right to bring a civil action
          under ERISA section 502(a).

     A Claimant may authorize a representative to act on the Claimant's behalf
with respect to a benefit claim or appeal of an adverse benefit determination.
Such authorization shall be made by completion of a form furnished for that
purpose. In the absence of any contrary direction from the Claimant, all
information and notifications to which the Claimant is entitled shall be
directed to the authorized representative.

     In the case of a claim for benefits on the basis that a Participant is
Totally and Permanently Disabled (a "claim for disability benefits"), the
above provisions will be modified as provided below.

     If a claim for disability benefits under the Plan is wholly or partially
denied, the Plan Administrator shall provide adequate written notice to the
Claimant whose claim for benefits under the Plan has been denied. The notice
must be furnished within 45 days of the date that the claim is received by the
Plan

RESTATEMENT JANUARY 1, 2005             72             ARTICLE IX (4-4119) -4

<PAGE>


without regard to whether all of the information necessary to make a benefit
determination is received. The period for furnishing the notice may be extended
for up to 30 days if the Plan Administrator both determines an extension is
necessary due to matters beyond the control of the Plan and notifies the
Claimant in writing within this initial 45-day period. The notice shall indicate
the circumstances requiring the extension of time and the date by which the Plan
expects to render a decision. If prior to the end of the first 30-day extension
period, the Plan Administrator determines that, due to matters beyond the
control of the Plan, a decision cannot be rendered within that extension period,
the period may be extended for up to an additional 30 days, provided the Plan
Administrator notifies the Claimant in writing, within the first 30-day
extension period, of the circumstances requiring the extension and the date by
which the Plan expects to render a decision. In the case of any extension, 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 those issues. The
Claimant shall be afforded at least 45 days within which to provide the
specified information.

     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.

     The Plan Administrator's notice to the Claimant shall:

     (a)  specify the reason or reasons for the denial;

     (b)  reference the specific Plan provisions on which the denial is based;

     (c)  describe any additional material and information needed for the
          Claimant to perfect his claim for benefits;

     (d)  explain why the material and information is needed;

     (e)  inform the Claimant of the Plan's appeal procedures and the time
          limits applicable to such procedures, including a statement of the
          Claimant's right to bring a civil action under ERISA section 502(a)
          following an adverse benefit determination on appeal;

     (f)  provide the Claimant with any internal rule, guideline, protocol, or
          other similar criterion that was relied upon in making the adverse
          determination or a statement that such rule, guideline, protocol, or
          other similar criterion was relied upon and a copy will be provided
          free of charge upon request; and

     (g)  provide the Claimant with an explanation of any scientific or
          clinical judgment for the determination if benefit determination is
          based on a medical necessity or experimental treatment or similar
          exclusion or limit or a statement that the benefit is based on such
          an exclusion or limit and such explanation will be provided free of
          charge.

     Any appeal made by a Claimant must be made in writing to the Plan
Administrator within 180 days after receipt of the Plan Administrator's notice
of denial of benefits. The Claimant may submit written comments, documents,
records, and other information relating to the claim for benefits. The
Claimant shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other

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<PAGE>


information relevant to the Claimant's claim for benefits. The Plan
Administrator shall review the claim taking 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. The review shall not afford
deference to the initial adverse benefit determination and shall be conducted by
an appropriate 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. If the adverse benefit determination is based in
whole or in part on a medical judgment, the appropriate 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. Such
health care professional shall be an individual who is neither an individual who
was consulted in connection with the adverse benefit determination that is the
subject of the appeal, nor the subordinate of such individual. The Claimant
shall be provided with the identity of medical or vocational experts whose
advice was obtained on behalf of the Plan in connection with the adverse benefit
determination, without regard to whether the advice was relied on.

     The Plan Administrator shall provide adequate written notice to the
Claimant of the Plan's benefit determination on review. The notice must be
furnished within 45 days of the date that the request for review is received
by the Plan without regard to whether all of the information necessary to make
a benefit determination on review is received. The Claimant shall be notified
in writing within this initial 45-day period if special circumstances require
an extension of the time needed to process the claim. The notice shall
indicate the special circumstances requiring an extension of time and the date
by which the Plan Administrator expects to render the determination on review.
In no event shall such extension exceed a period of 45 days from the end of
the initial 45-day period.

     In the event the benefit determination is being made by a committee or
board of trustees that hold regularly scheduled meetings at least quarterly,
the above paragraph shall not apply. The benefit determination must be made by
the date of the meeting of the committee or board that immediately follows the
Plan's receipt of a request for review, unless the request for review is filed
within 30 days preceding the date of such meeting. In such case, the benefit
determination must be made by the date of the second meeting following the
Plan's receipt of the request for review. The date of the receipt of the
request for review shall be determined without regard to whether all of the
information necessary to make a benefit determination on review is received.
The Claimant shall be notified in writing within this initial period if
special circumstances require an extension of the time needed to process the
claim. The notice shall indicate the special circumstances requiring an
extension of time and the date by which the committee or board expects to
render the determination on review. In no event shall such benefit
determination be made later than the third meeting of the committee or board
following the Plan's receipt of the request for review. The Plan Administrator
shall provide adequate written notice to the Claimant of the Plan's benefit
determination on review as soon as possible, but not later than five days
after the benefit determination is made.

     To the extent 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 on review 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.

     If the claim for disability benefits is wholly or partially denied on
review, the Plan Administrator's notice to the Claimant shall:

     (a) specify the reason or reasons for the denial;

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<PAGE>


     (b)  reference the specific Plan provisions on which the denial is based;

     (c)  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;

     (d)  include a statement of the Claimant's right to bring a civil action
          under ERISA section 502(a); and

     (e)  provide the Claimant with any internal rule, guideline, protocol, or
          other similar criterion that was relied upon in making the adverse
          determination or a statement that such rule, guideline, protocol, or
          other similar criterion was relied upon and a copy will be provided
          free of charge upon request;

     (f)  provide the Claimant with an explanation of any scientific or
          clinical judgment for the determination if benefit determination is
          based on a medical necessity or experimental treatment or similar
          exclusion or limit or a statement that the benefit is based on such
          an exclusion or limit and such explanation will be provided free of
          charge; and

     (g)  provide the Claimant with the following statement: "You and your
          plan may have other voluntary alternative dispute resolution
          options, such as mediation. One way to find out what may be
          available is to contact your local U.S. Department of Labor Office
          and your State insurance regulatory agency."

SECTION 9.06--DELEGATION OF AUTHORITY.

     All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall
be set out in a separate written agreement.

SECTION 9.07--EXERCISE OF DISCRETIONARY AUTHORITY.

     The Employer, Plan Administrator, Named Fiduciary, Loan Administrator and
any other person or entity who has authority with respect to the management,
administration, or investment of the Plan may exercise that authority in
its/his full discretion, subject only to the duties imposed under ERISA. This
discretionary authority includes, but is not limited to, the authority to make
any and all factual determinations and interpret all terms and provisions of
the Plan documents relevant to the issue under consideration. The exercise of
authority will be binding upon all persons; will be given deference in all
courts of law; and will not be overturned or set aside by any court of law
unless found to be arbitrary and capricious or made in bad faith.

SECTION 9.08--TRANSACTION PROCESSING.

     Transactions (including, but not limited to, investment directions,
trades, loans, and distributions) shall be processed as soon as
administratively practicable after proper directions are received from the
Participant or such other parties. No guarantee is made by the Plan, Plan
Administrator, Trustee, Insurer, or Employer that such transactions will be
processed on a daily or other basis, and no guarantee is made in any respect
regarding the processing time of such transactions.

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     Notwithstanding any other provision of the Plan, the Employer, the Plan
Administrator, or the Trustee reserves the right to not value an investment
option on any given Valuation Date for any reason deemed appropriate by the
Employer, the Plan Administrator, or the Trustee.

     Administrative practicality will be determined by legitimate business
factors (including, but not limited to, failure of systems or computer
programs, failure of the means of the transmission of data, force majeure, the
failure of a service provider to timely receive values or prices, and
correction for errors or omissions or the errors or omissions of any service
provider) and in no event will be deemed to be less than 14 days. The
processing date of a transaction shall be binding for all purposes of the Plan
and considered the applicable Valuation Date for any transaction.

SECTION 9.09--ADOPTION BY OTHER EMPLOYERS.

     With the consent of the Primary Employer, any Employer that is a member
of the Controlled Group may adopt this Plan, and participate herein as an
Employer, by proper corporate resolutions and such other documentation as may
be required by the Primary Employer evidencing such intent of such Employer.
Notwithstanding the foregoing, each Employer that is participating in this
Plan as of September 30, 2002 shall continue to participate until it
discontinues or revokes its participation as provided below.

     Each such adopting Employer shall be deemed to be a party to this Plan;
provided, however, that with respect to its relation with the Trustee and the
Plan Administrator for the purpose of this Plan, and for purposes of the right
to amend or terminate the Plan, each Employer shall be deemed to have
designated irrevocably the Primary Employer as its agent.

     Any expenses of the Plan that are to be paid by the Primary Employer or
borne by the Trust Fund shall be paid by each Employer in the same proportion
that the total amount standing to the credit of all Participants employed by
such Employer bears to the total standing to the credit of all Participants,
or in such other method as the Primary Employer may determine.

     It is anticipated that an Employee may be transferred between Employers,
and in the event of any such transfer, the Employee involved shall carry with
him his accumulated service and eligibility, and the rights of such Employee
under this Plan shall not be affected by the transfer. No such transfer to any
Employer or to any member of the Controlled Group shall effect a termination
of employment for purposes of this Plan.

     Any Employer shall be permitted to discontinue or revoke its
participation in the Plan at any time with the consent of the Primary
Employer. At the time of such discontinuance or revocation, satisfactory
evidence thereof and of any applicable conditions imposed shall be delivered
to the Trustee and the Primary Employer. The Trustee shall thereafter
transfer, deliver and assign Trust Fund assets allocable to the Participants
of such Employer to such new trustee as may have been designated by such
Employer in the event that it has established a separate qualified retirement
plan for its Employees, provided however, that no such transfer shall be made
if it would violate Code Section 411(d)(6). If no successor trustee is
designated, the Trustee shall retain such assets for the Employees of said
Employer pursuant to the terms of the Plan. In no event shall any part of the
corpus or income of the trust as it relates to such Employer be used for or
diverted to purposes other than for the exclusive benefit of the Employees of
such Employer.

     The Plan Administrator shall have authority to make necessary rules or
regulations, binding upon all Employers and all Participants, to effectuate
the purpose of this Section 9.09.


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<PAGE>


                                    ARTICLE X

                               GENERAL PROVISIONS

SECTION 10.01--AMENDMENTS.

     The Primary Employer may amend this Plan at any time, including any
remedial retroactive changes (within the time specified by Internal Revenue
Service regulations), to comply with any law or regulation issued by any
governmental agency to which the Plan is subject.

     An amendment may not diminish or adversely affect any accrued interest or
benefit of Participants or their Beneficiaries nor allow reversion or
diversion of Plan assets to the Employer at any time, except as may be
required to comply with any law or regulation issued by any governmental
agency to which the Plan is subject.

     No amendment to this Plan shall be effective to the extent that it has
the effect of decreasing a Participant's accrued benefit. However, a
Participant's Account may be reduced to the extent permitted under Code
Section 412(c)(8). For purposes of this paragraph, a Plan amendment which has
the effect of decreasing a Participant's Account with respect to benefits
attributable to service before the amendment shall be treated as reducing an
accrued benefit. Furthermore, if the vesting schedule of the Plan is amended,
in the case of an Employee who is a Participant as of the later of the date
such amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such Employee's right to his
employer-derived accrued benefit shall not be less than his percentage
computed under the Plan without regard to such amendment.

     No amendment to the Plan shall be effective to eliminate or restrict an
optional form of benefit with respect to benefits attributable to service
before the amendment except as provided in the MERGERS AND DIRECT TRANSFERS
SECTION of this article and below:

     (a)  The Plan is amended to eliminate or restrict the ability of a
          Participant to receive payment of his Account balance under a
          particular optional form of benefit and the amendment satisfies the
          conditions in (1) and (2) below:

          (1)  The amendment provides a single sum distribution form that is
               otherwise identical to the optional form of benefit eliminated
               or restricted. For purposes of this condition (1), a single sum
               distribution form is otherwise identical only if it is
               identical in all respects to the eliminated or restricted
               optional form of benefit (or would be identical except that it
               provides greater rights to the Participant) except with respect
               to the timing of payments after commencement.

          (2)  The amendment provides that the amendment shall not apply to
               any distribution with an Annuity Starting Date earlier than the
               earlier of:

               (i)  the 90th day after the date the Participant receiving the
                    distribution has been furnished a summary that reflects
                    the amendment and that satisfies the ERISA requirements at
                    29 CFR 2520.104b-3 relating to a summary of material
                    modifications, or

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<PAGE>


               (ii) the first day of the second Plan Year following the Plan
                    Year in which the amendment is adopted.

     (b)  The Plan is amended to eliminate or restrict in-kind distributions
          and the conditions in Q&A 2(b)(2)(iii) in section 1.411(d)-4 of the
          regulations are met.

     If, as a result of an amendment, an Employer Contribution is removed that
is not 100% immediately vested when made, the applicable vesting schedule
shall remain in effect after the date of such amendment. The Participant shall
not become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.

     An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a
change in top-heavy status of the Plan as provided in the MODIFICATION OF
VESTING REQUIREMENTS SECTION of Article XI, changes the computation of the
percentage used to determine that portion of a Participant's Account
attributable to Employer Contributions which is nonforfeitable (whether
directly or indirectly), each Participant or former Participant

     (c)  who has completed at least three Years of Service on the date the
          election period described below ends (five Years of Service if the
          Participant does not have at least one Hour-of-Service in a Plan
          Year beginning after December 31, 1988) and

     (d)  whose nonforfeitable percentage will be determined on any date after
          the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. If after the Plan is
changed, the Participant's nonforfeitable percentage will at all times be as
great as it would have been if the change had not been made, no election needs
to be provided. The election period shall begin no later than the date the Plan
amendment is adopted, or deemed adopted in the case of a change in the top-heavy
status of the Plan, and end no earlier than the 60th day after the latest of the
date the amendment is adopted (deemed adopted) or becomes effective, or the date
the Participant is issued written notice of the amendment (deemed amendment) by
the Employer or the Plan Administrator.

SECTION 10.02--DIRECT ROLLOVERS.

     Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this section, a Distributee may
elect, at the time and in the manner prescribed by the Plan Administrator, to
have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

     Any distributions made under the SMALL AMOUNTS SECTION of this article
(or which are small amounts payments made under Article VIII at complete
termination of the Plan) which are Eligible Rollover Distributions and for
which the Distributee has not elected to either have such distribution paid to
him or to an Eligible Retirement Plan shall be paid to the Distributee.

SECTION 10.03--MERGERS AND DIRECT TRANSFERS.

     The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit


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<PAGE>


immediately after the merger, consolidation, or transfer which is equal to or
greater than the benefit the Participant would have been entitled to receive
immediately before the merger, consolidation, or transfer (if this Plan had then
terminated). The Employer may enter into merger agreements or direct transfer of
assets agreements with the employers under other retirement plans which are
qualifiable under Code Section 401(a), including an elective transfer, and may
accept the direct transfer of plan assets, or may transfer plan assets, as a
party to any such agreement. The Employer shall not consent to, or be a party to
a merger, consolidation, or transfer of assets with a plan which is subject to
the survivor annuity requirements of Code Section 401(a)(11) if such action
would result in a survivor annuity feature being maintained under this Plan.

     Notwithstanding any provision of the Plan to the contrary, to the extent
any optional form of benefit under the Plan permits a distribution prior to
the Employee's retirement, death, disability, or severance from employment,
and prior to plan termination, the optional form of benefit is not available
with respect to benefits attributable to assets (including the post-transfer
earnings thereon) and liabilities that are transferred, within the meaning of
Code Section 414(l), to this Plan from a money purchase pension plan qualified
under Code Section 401(a) (other than any portion of those assets and
liabilities attributable to voluntary employee contributions).

     The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated
to the Eligible Employee and he may not make Participant Contributions, until
the time he meets all of the requirements to become an Active Participant.

     The Plan shall hold, administer, and distribute the transferred assets as
a part of the Plan. The Plan shall maintain a separate account for the benefit
of the Employee on whose behalf the Plan accepted the transfer in order to
reflect the value of the transferred assets.

     Unless a transfer of assets to the Plan is an elective transfer as
described below, the Plan shall apply the optional forms of benefit
protections described in the AMENDMENTS SECTION of this article to all
transferred assets.

     A Participant's protected benefits may be eliminated upon transfer
between qualified defined contribution plans if the conditions in Q&A 3(b)(1)
in section 1.411(d)-4 of the regulations are met. The transfer must meet all
of the other applicable qualification requirements.

     A Participant's protected benefits may be eliminated upon transfer
between qualified plans (both defined benefit and defined contribution) if the
conditions in Q&A 3(c)(1) in section 1.411(d)-4 of the regulations are met.
Beginning January 1, 2002, if the Participant is eligible to receive an
immediate distribution of his entire nonforfeitable accrued benefit in a
single sum distribution that would consist entirely of an eligible rollover
distribution under Code Section 401(a)(31), such transfer will be accomplished
as a direct rollover under Code Section 401(a)(31). The rules applicable to
distributions under the plan would apply to the transfer, but the transfer
would not be treated as a distribution for purposes of the minimum
distribution requirements of Code Section 401(a)(9).

SECTION 10.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

     The obligations of an Insurer shall be governed solely by the provisions
of the Annuity Contract or Insurance Policy. The Insurer shall not be required
to perform any act not provided in or contrary to the

RESTATEMENT JANUARY 1, 2005             79            ARTICLE X (4-4119) -4


<PAGE>



provisions of the Annuity Contract or Insurance Policy. Each Annuity Contract
and Insurance Policy when purchased shall comply with the Plan. See the
CONSTRUCTION SECTION of this article.

     Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee with regard to such investment contracts or securities.

     Such Insurer, issuer or distributor is not a party to the Plan, nor bound
in any way by the Plan provisions. Such parties shall not be required to look
to the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act
in any particular manner or to make any contract or agreement.

     Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected
in assuming that the Plan has not been amended or terminated and in dealing
with any party acting as Trustee according to the latest information which
they have received at their home office or principal address.

SECTION 10.05--EMPLOYMENT STATUS.

     Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to
discharge any Employee.

SECTION 10.06--RIGHTS TO PLAN ASSETS.

     An Employee shall not have any right to or interest in any assets of the
Plan upon termination of employment or otherwise except as specifically
provided under this Plan, and then only to the extent of the benefits payable
to such Employee according to the Plan provisions.

     Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries of such Participant under the Plan
provisions shall be in full satisfaction of all claims against the Plan, the
Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and the
Employer arising under or by virtue of the Plan.

SECTION 10.07--BENEFICIARY.

        Each Participant may name a Beneficiary to receive any death benefit
that may arise out of his participation in the Plan. The Participant may change
his Beneficiary from time to time. Unless a qualified election has been made,
for purposes of distributing any death benefits before the Participant's
Retirement Date, the Beneficiary of a Participant who has a spouse shall be the
Participant's spouse. The Participant's Beneficiary designation and any change
of Beneficiary shall be subject to the provisions of the ELECTION PROCEDURES
SECTION of Article VI. It is the responsibility of the Participant to give
written notice to the Insurer of the name of the Beneficiary on a form furnished
for that purpose.

     With the Employer's consent, the Plan Administrator may maintain records
of Beneficiary designations for Participants before their Retirement Dates. In
that event, the written designations made by Participants

RESTATEMENT JANUARY 1, 2005             80            ARTICLE X (4-4119) -4


<PAGE>

shall be filed with the Plan Administrator. If a Participant dies before his
Retirement Date, the Plan Administrator shall certify to the Insurer the
Beneficiary designation on its records for the Participant.

     If there is no Beneficiary named or surviving when a Participant dies,
the Participant's Beneficiary shall be the Participant's surviving spouse, or
where there is no surviving spouse, the executor or administrator of the
Participant's estate.

SECTION 10.08--NONALIENATION OF BENEFITS.

     Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary or spouse. A Participant, Beneficiary
or spouse does not have any rights to alienate, anticipate, commute, pledge,
encumber, or assign any of such benefits, except in the case of a loan as
provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding
sentences shall also apply to the creation, assignment, or recognition of a
right to any benefit payable with respect to a Participant according to a
domestic relations order, unless such order is determined by the Plan
Administrator to be a qualified domestic relations order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1,
1985. The preceding sentences shall not apply to any offset of a Participant's
benefits provided under the Plan against an amount the Participant is required
to pay the Plan with respect to a judgement, order, or decree issued, or a
settlement entered into, on or after August 5, 1997, which meets the
requirements of Code Sections 401(a)(13)(C) or (D).

SECTION 10.09--CONSTRUCTION.

     The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according
to the laws of the state in which the Employer has its principal office. In
case any provision of this Plan is held illegal or invalid for any reason,
such determination shall not affect the remaining provisions of this Plan, and
the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included.

     In the event of any conflict between the provisions of the Plan and the
terms of any Annuity Contract or Insurance Policy issued hereunder, the
provisions of the Plan shall take precedence.

SECTION 10.10--LEGAL ACTIONS.

     No person employed by the Employer; no Participant, former Participant,
or their Beneficiaries; nor any other person having or claiming to have an
interest in the Plan is entitled to any notice of process. A final judgment
entered in any such action or proceeding shall be binding and conclusive on
all persons having or claiming to have an interest in the Plan.

SECTION 10.11--SMALL AMOUNTS.

     If consent of the Participant is not required for a benefit which is
immediately distributable in the ELECTION PROCEDURES SECTION of Article VI, a
Participant's entire Vested Account shall be paid in a single sum as of the
earliest of his Retirement Date, the date he dies, or the date he ceases to be
an Employee for any other reason (the date the Employer provides notice to the
record keeper of the Plan of such event, if later). For purposes of this
section, if the Participant's Vested Account is zero, the Participant shall be
deemed to have received a distribution of such Vested Account. If a
Participant would have received a

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<PAGE>


distribution under the first sentence of this paragraph but for the fact that
the Participant's consent was needed to distribute a benefit which is
immediately distributable, and if at a later time consent would not be needed to
distribute a benefit which is immediately distributable and such Participant has
not again become an Employee, such Vested Account shall be paid in a single sum.
This payment is a small amounts payment. In no event will a small amounts
payment be made in kind.

     If a small amounts payment is made as of the date the Participant dies,
the small amounts payment shall be made to the Participant's Beneficiary. If a
small amounts payment is made while the Participant is living, the small
amounts payment shall be made to the Participant. The small amounts payment is
in full settlement of benefits otherwise payable.

     No other small amounts payments shall be made.

SECTION 10.12--WORD USAGE.

     The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words, as used in this Plan, may include the plural,
unless the context indicates otherwise.

     The words "in writing" and "written," where used in this Plan, shall
include any other forms, such as voice response or other electronic system, as
permitted by any governmental agency to which the Plan is subject.

SECTION 10.13--CHANGE IN SERVICE METHOD.

     (a)  Change of Service Method Under This Plan. If this Plan is amended to
          change the method of crediting service from the elapsed time method
          to the hours method for any purpose under this Plan, the Employee's
          service shall be equal to the sum of (1), (2), and (3) below:

          (1)  The number of whole years of service credited to the Employee
               under the Plan as of the date the change is effective.

          (2)  One year of service for the computation period in which the
               change is effective if he is credited with the required number
               of Hours-of-Service. If an Employee was credited with a
               fractional part of a year of service as of the date of change
               using the elapsed time method, for the portion of such
               computation period ending on the date of change the Employee
               will be credited with the greater of his actual
               Hours-of-Service or an equivalent number of Hours-of-Service
               based on the fractional part of a year of service credited as
               of the date of change. The Employee shall be credited with 190
               Hours-of-Service for each month of service in such fractional
               part of a year.

          (3)  The Employee's service determined under this Plan using the
               hours method after the end of the computation period in which
               the change in service method was effective.

          If this Plan is amended to change the method of crediting service
          from the hours method to the elapsed time method for any purpose
          under this Plan, the Employee's service shall be equal to the sum of
          (4), (5), and (6) below:

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<PAGE>


          (4)  The number of whole years of service credited to the Employee
               under the Plan as of the beginning of the computation period in
               which the change in service method is effective.

          (5)  The greater of (i) the service that would be credited to the
               Employee for that entire computation period using the elapsed
               time method or (ii) the service credited to him under the Plan
               as of the date the change is effective.

          (6)  The Employee's service determined under this Plan using the
               elapsed time method after the end of the applicable computation
               period in which the change in service method was effective.

     (b)  Transfers Between Plans with Different Service Methods. If an
          Employee has been a participant in another plan of the Employer
          which credited service under the elapsed time method for any purpose
          which under this Plan is determined using the hours method, then the
          Employee's service shall be equal to the sum of (1), (2), and (3)
          below:

          (1)  The number of whole years of service credited to the Employee
               under the other plan as of the date he became an Eligible
               Employee under this Plan.

          (2)  One year of service for the applicable computation period in
               which he became an Eligible Employee if he is credited with the
               required number of Hours-of-Service. If an Employee was
               credited with a fractional part of a year of service as of the
               date he became an Eligible Employee using the elapsed time
               method, for the portion of such computation period ending on
               the date he became an Eligible Employee the Employee will be
               credited with the greater of his actual Hours-of-Service or an
               equivalent number of Hours-of-Service based on the fractional
               part of a year of service credited as of the date he became an
               Eligible Employee. The Employee shall be credited with 190
               Hours-of-Service for each month of service in such fractional
               part of a year.

          (3)  The Employee's service determined under this Plan using the
               hours method after the end of the computation period in which
               he became an Eligible Employee.

          If an Employee has been a participant in another plan of the
          Employer which credited service under the hours method for any
          purpose which under this Plan is determined using the elapsed time
          method, then the Employee's service shall be equal to the sum of
          (4), (5), and (6) below:

          (4)  The number of whole years of service credited to the Employee
               under the other plan as of the beginning of the computation
               period under that plan in which he became an Eligible Employee
               under this Plan.

          (5)  The greater of (i) the service that would be credited to the
               Employee for that entire computation period using the elapsed
               time method or (ii) the service credited to him under the other
               plan as of the date he became an Eligible Employee under this
               Plan.

          (6)  The Employee's service determined under this Plan using the
               elapsed time method after the end of the applicable computation
               period under the other plan in which he became an Eligible
               Employee.

RESTATEMENT JANUARY 1, 2005             83             ARTICLE X (4-4119) -4


<PAGE>


     If an Employee has been a participant in a Controlled Group member's plan
which credited service under a different method than is used in this Plan, in
order to determine entry and vesting, the provisions in (b) above shall apply
as though the Controlled Group member's plan were a plan of the Employer.

     Any modification of service contained in this Plan shall be applicable to
the service determined pursuant to this section.

SECTION 10.14--MILITARY SERVICE.

     Notwithstanding any provision of this Plan to the contrary, the Plan
shall provide contributions, benefits, and service credit with respect to
qualified military service in accordance with Code Section 414(u). Loan
repayments shall be suspended under this Plan as permitted under Code Section
414(u).

SECTION 10.15--LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.

     In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the expiration of four (4)
years after it shall become payable, remain unpaid solely by reason of the
inability of the Plan Administrator to ascertain the whereabouts of such
Participant or his Beneficiary, after sending a registered letter, return
receipt requested, to the last known address, or, if such address is unknown,
exercising reasonable and diligent efforts to locate such Participant or
Beneficiary, then the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan to the extent allowed by law. In the event a Participant
or Beneficiary is located subsequent to his benefit being reallocated, such
benefit shall be restored.

RESTATEMENT JANUARY 1, 2005             84             ARTICLE X (4-4119) -4


<PAGE>

                                  ARTICLE XI

                          TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01--APPLICATION.

     The provisions of this article shall supersede all other provisions in
the Plan to the contrary.

     For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer, as used in this article, shall be deemed to include all
members of the Controlled Group, unless the term as used clearly indicates
only the Employer is meant.

     The accrued benefit or account of a participant which results from
deductible employee contributions shall not be included for any purpose under
this article.

     The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of this
article shall not apply to any Employee who is included in a group of
Employees covered by a collective bargaining agreement which the Secretary of
Labor finds to be a collective bargaining agreement between employee
representatives and one or more employers, including the Employer, if there is
evidence that retirement benefits were the subject of good faith bargaining
between such representatives. For this purpose, the term "employee
representatives" does not include any organization more than half of whose
members are employees who are owners, officers, or executives.

SECTION 11.02--DEFINITIONS.

     For purposes of this article the following terms are defined:

     Aggregation Group means:

     (a)  each of the Employer's qualified plans in which a Key Employee is a
          participant during the Plan Year containing the Determination Date
          (regardless of whether the plan was terminated) or one of the four
          preceding Plan Years,

     (b)  each of the Employer's other qualified plans which allows the
          plan(s) described in (a) above to meet the nondiscrimination
          requirement of Code Section 401(a)(4) or the minimum coverage
          requirement of Code Section 410, and

     (c)  any of the Employer's other qualified plans not included in (a) or
          (b) above which the Employer desires to include as part of the
          Aggregation Group. Such a qualified plan shall be included only if
          the Aggregation Group would continue to satisfy the requirements of
          Code Section 401(a)(4) and Code Section 410.

     The plans in (a) and (b) above constitute the "required" Aggregation
     Group. The plans in (a), (b), and (c) above constitute the "permissive"
     Aggregation Group.

RESTATEMENT JANUARY 1, 2005             85             ARTICLE XI (4-4119) -4


<PAGE>

     Compensation means compensation as defined in the CONTRIBUTION LIMITATION
     SECTION of Article III. For purposes of determining who is a Key Employee
     in years beginning before January 1, 1998, Compensation shall include, in
     addition to compensation as defined in the CONTRIBUTION LIMITATION
     SECTION of Article III, elective contributions. Elective contributions
     are amounts excludible from the gross income of the Employee under Code
     Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b), and contributed by the
     Employer, at the Employee's election, to a Code Section 401(k)
     arrangement, a simplified employee pension, cafeteria plan, or
     tax-sheltered annuity. Elective contributions also include amounts
     deferred under a Code Section 457 plan maintained by the Employer.

     Determination Date means as to any plan, for any plan year subsequent to
     the first plan year, the last day of the preceding plan year. For the
     first plan year of the plan, the last day of that year.

     Key Employee means any Employee or former Employee (and the Beneficiaries
     of such Employee) who at any time during the determination period was:

     (a)  an officer of the Employer if such individual's annual Compensation
          exceeds 50 percent of the dollar limitation under Code Section
          415(b)(1)(A),

     (b)  an owner (or considered an owner under Code Section 318) of one of
          the ten largest interests in the Employer if such individual's
          annual Compensation exceeds 100 percent of the dollar limitation
          under Code Section 415(c)(1)(A),

     (c)  a 5-percent owner of the Employer, or

     (d)  a 1-percent owner of the Employer who has annual Compensation of
          more than $150,000.

     The determination period is the Plan Year containing the Determination
     Date and the four preceding Plan Years.

     The determination of who is a Key Employee shall be made according to
     Code Section 416(i)(1) and the regulations thereunder.

     Non-key Employee means any Employee who is not a Key Employee.

     Present Value means the present value of a participant's accrued benefit
     under a defined benefit plan. For purposes of establishing Present Value
     to compute the Top-heavy Ratio, any benefit shall be discounted only for
     7.5% interest and mortality according to the 1971 Group Annuity Table
     (Male) without the 7% margin but with projection by Scale E from 1971 to
     the later of (a) 1974, or (b) the year determined by adding the age to
     1920, and wherein for females the male age six years younger is used.

     Top-heavy Plan means a plan which is top-heavy for any plan year
     beginning after December 31, 1983. This Plan shall be top-heavy if any of
     the following conditions exist:

     (a)  The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan
          is not part of any required Aggregation Group or permissive
          Aggregation Group.

     (b)  This Plan is a part of a required Aggregation Group, but not part of
          a permissive Aggregation Group, and the Top-heavy Ratio for the
          required Aggregation Group exceeds 60 percent.


RESTATEMENT JANUARY 1, 2005             86            ARTICLE XI (4-4119) -4

<PAGE>


     (c)  This Plan is a part of a required Aggregation Group and part of a
          permissive Aggregation Group and the Top-heavy Ratio for the
          permissive Aggregation Group exceeds 60 percent.

     Top-heavy Ratio means:

     (a)  If the Employer maintains one or more defined contribution plans
          (including any simplified employee pension plan) and the Employer
          has not maintained any defined benefit plan which during the
          five-year period ending on the Determination Date(s) has or has had
          accrued benefits, the Top-heavy Ratio for this Plan alone or for the
          required or permissive Aggregation Group, as appropriate, is a
          fraction, the numerator of which is the sum of the account balances
          of all Key Employees as of the Determination Date(s) (including any
          part of any account balance distributed in the five-year period
          ending on the Determination Date(s)), and the denominator of which
          is the sum of all account balances (including any part of any
          account balance distributed in the five-year period ending on the
          Distribution Date(s)), both computed in accordance with Code Section
          416 and the regulations thereunder. Both the numerator and
          denominator of the Top-heavy Ratio are increased to reflect any
          contribution not actually made as of the Determination Date, but
          which is required to be taken into account on that date under Code
          Section 416 and the regulations thereunder.

     (b)  If the Employer maintains one or more defined contribution plans
          (including any simplified employee pension plan) and the Employer
          maintains or has maintained one or more defined benefit plans which
          during the five-year period ending on the Determination Date(s) has
          or has had accrued benefits, the Top-heavy Ratio for any required or
          permissive Aggregation Group, as appropriate, is a fraction, the
          numerator of which is the sum of the account balances under the
          aggregated defined contribution plan or plans of all Key Employees
          determined in accordance with (a) above, and the Present Value of
          accrued benefits under the aggregated defined benefit plan or plans
          for all Key Employees as of the Determination Date(s), and the
          denominator of which is the sum of the account balances under the
          aggregated defined contribution plan or plans for all participants,
          determined in accordance with (a) above, and the Present Value of
          accrued benefits under the defined benefit plan or plans for all
          participants as of the Determination Date(s), all determined in
          accordance with Code Section 416 and the regulations thereunder. The
          accrued benefits under a defined benefit plan in both the numerator
          and denominator of the Top-heavy Ratio are increased for any
          distribution of an accrued benefit made in the five-year period
          ending on the Determination Date.

     (c)  For purposes of (a) and (b) above, the value of account balances and
          the Present Value of accrued benefits will be determined as of the
          most recent Valuation Date that falls within or ends with the
          12-month period ending on the Determination Date, except as provided
          in Code Section 416 and the regulations thereunder for the first and
          second plan years of a defined benefit plan. The account balances
          and accrued benefits of a participant (i) who is not a Key Employee
          but who was a Key Employee in a prior year or (ii) who has not been
          credited with at least an hour of service with any employer
          maintaining the plan at any time during the five-year period ending
          on the Determination Date will be disregarded. The calculation of
          the Top-heavy Ratio and the extent to which distributions,
          rollovers, and transfers are taken into account will be made in
          accordance with Code Section 416 and the regulations thereunder.
          Deductible employee contributions will not be taken into account for
          purposes of computing the Top-heavy Ratio. When aggregating plans,
          the value of account balances and accrued benefits will be
          calculated with reference to the Determination Dates that fall
          within the same calendar year.

RESTATEMENT JANUARY 1, 2005             87             ARTICLE XI (4-4119) -4

<PAGE>


          The accrued benefit of a participant other than a Key Employee shall
          be determined under (i) the method, if any, that uniformly applies
          for accrual purposes under all defined benefit plans maintained by
          the Employer, or (ii) if there is no such method, as if such benefit
          accrued not more rapidly than the slowest accrual rate permitted
          under the fractional rule of Code Section 41 1(b)(1)(C).

SECTION 11.03--MODIFICATION OF VESTING REQUIREMENTS.

     If a Participant's Vesting Percentage determined under Article I is not
at least as great as his Vesting Percentage would be if it were determined
under a schedule permitted in Code Section 416, the following shall apply.
During any Plan Year in which the Plan is a Top-heavy Plan, the Participant's
Vesting Percentage shall be the greater of the Vesting Percentage determined
under Article I or the schedule below.

            VESTING SERVICE                      NONFORFEITABLE
             (whole years)                        PERCENTAGE

              Less than 2                               0
                   2                                   20
                   3                                   40
                   4                                   60
                   5                                   80
              6 or more                               100

     The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to the portion of the
Participant's Account which is multiplied by a Vesting Percentage to determine
his Vested Account, including benefits accrued before the effective date of
Code Section 416 and benefits accrued before this Plan became a Top-heavy
Plan.

     If, in a later Plan Year, this Plan is not a Top-heavy Plan, a
Participant's Vesting Percentage shall be determined under Article I. A
Participant's Vesting Percentage determined under either Article I or the
schedule above shall never be reduced and the election procedures of the
AMENDMENTS SECTION of Article X shall apply when changing to or from the
schedule as though the automatic change were the result of an amendment.

     The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION
of this article (to the extent required to be nonforfeitable under Code
Section 416(b)) may not be forfeited under Code Section 41 1(a)(3)(B) or (D).

SECTION 11.04--MODIFICATION OF CONTRIBUTIONS.

     During any Plan Year in which this Plan is a Top-heavy Plan, the Employer
shall make a minimum contribution as of the last day of the Plan Year for each
Non-key Employee who is an Employee on the last day of the Plan Year and who
was an Active Participant at any time during the Plan Year. A Non-key Employee
is not required to have a minimum number of Hours-of-Service or minimum amount
of Compensation in order to be entitled to this minimum. A Non-key Employee
who fails to be an Active Participant merely because his Compensation is less
than a stated amount or merely because of a failure to make mandatory
participant

RESTATEMENT JANUARY 1, 2005             88             ARTICLE XI (4-4119) -4


<PAGE>


contributions or, in the case of a cash or deferred arrangement, elective
contributions shall be treated as if he were an Active Participant. The minimum
is the lesser of (a) or (b) below:

     (a)  3 percent of such person's Compensation for such Plan Year.

     (b)  The "highest percentage" of Compensation for such Plan Year at which
          the Employer's contributions are made for or allocated to any Key
          Employee. The highest percentage shall be determined by dividing the
          Employer Contributions made for or allocated to each Key Employee
          during the Plan Year by the amount of his Compensation for such Plan
          Year, and selecting the greatest quotient (expressed as a
          percentage). To determine the highest percentage, all of the
          Employer's defined contribution plans within the Aggregation Group
          shall be treated as one plan. The minimum shall be the amount in (a)
          above if this Plan and a defined benefit plan of the Employer are
          required to be included in the Aggregation Group and this Plan
          enables the defined benefit plan to meet the requirements of Code
          Section 401(a)(4) or 410.

     For purposes of (a) and (b) above, Compensation shall be limited by Code
Section 401(a)(17).

     If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution shall be required. If the Employer's total
contributions and allocations are less than the minimum above, the Employer
shall contribute the difference for the Plan Year.

     The minimum contribution applies to all of the Employer's defined
contribution plans in the aggregate which are Top-heavy Plans. A minimum
contribution under a profit sharing plan shall be made without regard to
whether or not the Employer has profits.

     If a person who is otherwise entitled to a minimum contribution above is
also covered under another defined contribution plan of the Employer's which
is a Top-heavy Plan during that same Plan Year, any additional contribution
required to meet the minimum above shall be provided in this Plan.

     If a person who is otherwise entitled to a minimum contribution above is
also covered under a defined benefit plan of the Employer's which is a
Top-heavy Plan during that same Plan Year, the minimum benefits for him shall
not be duplicated. The defined benefit plan shall provide an annual benefit
for him on, or adjusted to, a straight life basis equal to the lesser of:

     (c)  2 percent of his average compensation multiplied by his years of
          service, or

     (d)  20 percent of his average compensation.

Average compensation and years of service shall have the meaning set forth in
such defined benefit plan for this purpose.

     For purposes of this section, any employer contribution made according to
a salary reduction or similar arrangement and employer contributions which are
matching contributions, as defined in Code Section 401(m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.

     The requirements of this section shall be met without regard to any
Social Security contribution.

RESTATEMENT JANUARY 1, 2005             89             ARTICLE XI (4-4119) -4


<PAGE>


     By executing this Plan, the Primary Employer acknowledges having
counseled to the extent necessary with selected legal and tax advisors
regarding the Plan's legal and tax implications.

        Executed this_______________day of__________________________, ________


                                      MAGNA INTERNATIONAL OF AMERICA, INC.


                                      By: ______________________________________


                                          ______________________________________
                                                          Title

                                             Defined Contribution Plan 8.0

ACKNOWLEDGED as NAMED FIDUCIARY this__________day of_________________, _________


                                      By: ______________________________________


                                          ______________________________________
                                                          Title

ACKNOWLEDGED as PLAN ADMINISTRATOR this___________day of_______________, _______


                                      By: ______________________________________


                                          ______________________________________
                                                          Title


RESTATEMENT JANUARY 1, 2005             90           PLAN EXECUTION (4-4119) -4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>efc5-1680_emailex42.txt
<TEXT>
                                  Exhibit 4.2
                Articles of Arrangement and general and By-Law

                                     E-1
<PAGE>


Pursuant to Section 12.1(1)(a) of National Instrument 51-102 - Continuous
Disclosure Obligations, Magna International Inc. ("Magna") filed on SEDAR on
March 28, 2005 a copy of the Articles of Arrangement of Decoma International
Inc. dated March 6, 2005 (the "Articles of Arrangement"), which include as
Exhibit A thereto the Decoma International Inc. Plan of Arrangement under
section 182 of the Business Corporations Act (Ontario) (the "Plan of
Arrangement").

Pursuant to Section 2.2(e)(v) of the Plan of Arrangement, the Articles of
Arrangement are deemed to be the articles of amalgamation of Magna and the
Certificate giving effect to the Magna Amalgamation (as such term is defined
in the Plan of Arrangement) is deemed to be the certificate of incorporation
of Magna.




<PAGE>



[GRAPHIC OMITTED] For Ministry Use Only             Ontario Corporation Number
A l'usage exclusif du ministere                  Numero de la societe en Ontario
Ministry of Consumer and                                     1249104
Business Services         Ontario                -------------------------------
CERTIFICATE
This is to certify that these articles                 AMALGAMATION NUMBER
are effective on MARCH 06, 2005                                    1650544




Ministere des Services aux consommateurs
et aux entreprises
CERTIFICAT
Ceci certifie que les presents status
entrent en viqueur le 06 MARS, 2005

- ------------------------------------------


                  Director / Directrice
Business Corporations Act / Loi sur les societes par actions

- ------------------------------------------------------------------------------
                            ARTICLES OF ARRANGEMENT
                             STATUTS D'ARRANGEMENT

    Form 8
   Business
 Corporations
     Act


  Formule 8
 Loi sur les
societes par
   actions


1.  The name of the corporation is:         Denomination sociale de la societe:

- ------------------------------------------------------------------------------
    DECOMA INTERNATIONAL INC.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                           <C>
2.  The new name of the corporation (if changed by the        Nouvelle denomination sociale de la societe si elle est
    arrangement:)                                             modifiee par suite de l'arrangement:

- ------------------------------------------------------------------------------
    MAGNA INTERNATIONAL INC.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------


3. Date of incorporation/amalgamation:                        Date de la constitution ou de la fusion.

                                  30-07-1997
- ------------------------------------------------------------------------------
                               (Day,Month,Year)
                               (jour,mois,annee)


4. The arrangement has been approved by the shareholders      Les actionnaires de la societe ont approuve 1'arrangement
   of the corporation in accordance with section 182 of       conformement a l'article 182 de la Loi sur les societes par actions.
   the Business Corporations Act.

5. A copy of the arrangement is attached to these articles    Una copie de l'arrangement constitue l'annexe "A".
   as Exhibit "A".

6. The arrangement was approved by the court on               La cour a appprouve l'arrangement le


- ------------------------------------------------------------------------------
                                  02-03-2005
                              (Day, Month, Year)
                              (Jour, mois, annee)

   and a certified copy of the Order of the court             Une copie certifiee conforme de l'ordonnance de la cour constitue
   is attached to these articles as Exhibit "B".              l'annexe "B".

7. The terms and conditions to which the scheme is made       Les conditions que l'ordonnance impose au projet d'arrangement
   subject by the Order have been complied with.              ont ete respectees.

These articles are signed in duplicate.                       Les presents statuts sort signes en double exemplaire.

                                                                  DECOMA INTERNATIONAL INC.
                                                                ---------------------------------------------------
DYE & DURHAM                                                                        (Name of Corporation)
FORM 8 (B.C.A)                                                             (Denomination sociale de la societe)
08/96
                                                                                                Exec. Vice-President,
                                                                                                Secretary & General
CBR 198                                                                                         Counsel
                                                       By/Par:  ___________________________________________________________
                                                                        (Signature)          (Description of Office)
                                                                        (Signature)                (Fonction)
</TABLE>

              --------------------------------------------------


<PAGE>



                                  EXHIBIT "A"



                           DECOMA INTERNATIONAL INC.

                     PLAN OF ARRANGEMENT UNDER SECTION 182
                  OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

                                   ARTICLE I
                                INTERPRETATION

1.1 Definitions.

    In this Plan of Arrangement, unless there is something in the subject
matter or context inconsistent therewith, the following terms shall have the
respective meanings set out below and grammatical variations of such terms
shall have corresponding meanings:

"Amalco" means the corporation continuing from the Amalgamation;

"Amalco Board of Directors" means the board of directors of Amalco;

"Amalco Common Share" means a common share in the capital of Amalco having the
rights, privileges, restrictions and conditions set forth in Schedule 1.1
hereto;

"Amalco Continuing Options" means all Decoma Options, other than Decoma
Exchange Elected Options;

"Amalco Redeemable Preferred Share" means a redeemable preferred share in the
capital of Amalco having the rights, privileges, restrictions and conditions
set forth in Schedule 1.1 hereto;

"Amalco Shares" means Amalco Common Shares, Amalco Redeemable Preferred Shares
and Amalco Special Shares;

"Amalco Special Share" means a special share in the capital of Amalco having
the rights, privileges, restrictions and conditions set forth in Schedule 1.1
hereto;

"Amalgamation" means the amalgamation of Decoma and Magna Subco described in
Section 2.2(b) hereto;

"Arrangement" means the arrangement of Decoma under section 182 of the OBCA on
the terms and subject to the conditions set out in this Plan of Arrangement,
subject to any amendments or variations thereto made in accordance with
Article 5 or made at the direction of the Court in the Final Order;

"Arrangement Agreement" means the Arrangement Agreement made as of January 13,
2005 between Magna and Decoma, as amended, supplemented or restated in
accordance therewith prior to the Effective Time, providing for, among other
things, the Arrangement;

"Articles of Arrangement" means the articles of arrangement of Decoma in
respect of the Arrangement that are required by the OBCA to be sent to the
Director after the Final Order is made in order to give effect to the
Arrangement;

"Average Market Price" means the amount (rounded to the nearest one hundredth
of a cent) equal to the volume-weighted average trading price of the Magna
Class A Shares on the TSX for the five (5) consecutive trading days ending on
the last trading day immediately preceding the Effective Date;

"Business Day" means any day on which commercial banks are generally open for
business in Toronto, Ontario and New York, New York, other than a Saturday, a
Sunday or a day observed as a holiday in Toronto, Ontario or New York, New
York under applicable laws;

"Cash Consideration Elected Share" means, subject to Section 2.4, a Decoma
Class A Share in respect of which a Decoma Shareholder has made a Cash
Election;

"Cash Elected Consideration" means a cash amount per Decoma Class A Share
(rounded to the nearest one hundredth of a cent) equal to the Exchange Ratio
multiplied by the Average Market Price and "aggregate Cash Elected
Consideration" means Cash Elected Consideration multiplied by the total number
of Cash Consideration Elected Shares without regard to Section 2.4;


                                      1
<PAGE>


"Cash Election" means the election of a Decoma Shareholder in the Letter of
Transmittal to receive the Cash Elected Consideration via an Amalco Redeemable
Preferred Share in respect of a Decoma Class A Share;

"Certificates" means the certificates giving effect to the Arrangement, issued
by the Director pursuant to subsection 183(2) of the OBCA after the Articles
of Arrangement have been filed;

"Court" means the Superior Court of Justice (Ontario);

"Decoma" means Decoma International Inc., a corporation governed by the OBCA;

"Decoms Circular" means the notice of the Decoma Meeting and accompanying
management information circular/proxy statement, including all exhibits
thereto, to be sent to Decoma Shareholders in connection with the Decoma
Meeting;

"Decoma Class A Share" means a Class A Subordinate Voting Share in the capital
of Decoma;

"Decoma Class B Share" means a Class B Share in the capital of
Decoma;

"Decoma Preferred Shares" means the Convertible Preferred Shares, Series 4 and
Convertible Preferred Shares, Series 5 in the capital of Decoma;

"Decoma Exchange Elected Option" means a Decoma Option in respect of which the
Holder thereof has elected in the Option Election Form to exchange such Decoma
Option for a Magna Replacement Option;

"Decoma Meeting" means the special meeting of Holders of Decoma Class A
Shares, including any adjournment or postponement thereof, to be called and
held in accordance with the Interim Order to consider and, if deemed
advisable, to approve the Arrangement;

"Decoma Meeting Date" means the date of the Decoma Meeting;

"Decoma Options" means all options to acquire Decoma Class A Shares
outstanding as of the Effective Time under the Decoma Stock Option Plan;

"Decoma Shareholder" means a Holder of Decoma Shares;

"Decoma Shares" means Decoma Class A Shares, Decoma Class B Shares and Decoma
Preferred Shares;

"Decoma Stock Option Plan" means the Decoma Amended and Restated Incentive
Stock Option Plan approved by the board of directors of Decoma on July 7, 2000
and approved by Decoma Shareholders on December 6, 2003, as amended to the
date of the Arrangement Agreement;

"Depositary" means Computershare Trust Company of Canada or Computershare
Trust Company Inc. at its offices set out in the Letter of Transmittal;

"Director" means the Director appointed pursuant to section 278 of the OBCA;

"Dissent Rights" has the meaning ascribed thereto in Section 3.1;

"Dissenting Shareholder" means any Decoma Shareholder who has properly
exercised its Dissent Rights in accordance with Section 3.1, who has not
withdrawn or been deemed to have withdrawn such exercise and who is ultimately
determined to be entitled to be paid the fair value of its Decoma Class A
Shares;

"Effective Date" means the date shown on the Certificates;

"Effective Time" means 12:01 am. (Toronto time) on the Effective Date;

"Election Deadline" means the time that is 48 hours, excluding Saturdays and
holidays, preceding the scheduled time of the Decoma Meeting;

"Exchange Ratio" means 0.1453;

"Final Order" means the final order of the Court approving the Arrangement as
such order may be amended by the Court at any time prior to the Effective Date
or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed
or amended on appeal;

"Governmental Entity" means any (a) multinational, federal, provincial, state,
regional, municipal, local or other government, governmental or public
department, central bank, court, tribunal, arbitrator or arbitral body,
commission, board, bureau or agency, domestic or foreign, including the
Ontario Securities Commission, the Autorite des marches financiers du Quebec and
the United States Securities and Exchange Commission, (b) self-regulatory
organization or stock exchange, including the TSX, NYSE and The NASDAQ
National Market, (c) subdivision, agent, commission,


                                      2
<PAGE>


board, or authority of any of the foregoing, or (d) quasi-governmental or
private body exercising any regulatory, expropriation or taxing authority
under or for the account of any of the foregoing;

"Holders" means, when used with reference to a class of securities, the
holders of such securities shown from time to time in the register maintained
by the issuer thereof in respect of such securities;

"Interim Order" means the interim order of the Court, as such order may be
amended from time to time, in respect of the Arrangement;

"ITA" means the Income Tax Act (Canada), as amended from time to time prior to
the Effective Time;

"Letter of Transmittal" means the letter of transmittal and cash election form
for use by Holders of Decoma Class A Shares, in the form accompanying the
Decoma Circular,

"Magna" means Magna International Inc., a corporation governed by the OBCA
and, following the Magna Amalgamation, the corporation continuing from the
Magna Amalgamation;

"Magna Amalgamation" means the short form amalgamation of Magna and Amalco
described in Section 2.2(e);

"Magna Class A Share" means a Class A Subordinate
Voting Share in the capital of Magna;

"Magna Replacement Options" has the meaning ascribed thereto in Section
2.2(a);

"Magna Subco" means 1265058 Ontario Inc., a wholly-owned subsidiary of Magna
existing under the OBCA, which, at the Effective Time, will be the Holder of
all or a portion of the Decoma Shares then owned, directly or indirectly, by
Magna;

"Magna Subco Class A Share" means a Class A Subordinate Voting Share in the
capital of Magna Subco;

"Magna Subco Class B Share" means a Class B Share in
the capital of Magna Subco;

"Magna Subco Shares" means Magna Subco Class A Shares and Magna Subco Class B
Shares;

"Maximum Cash Consideration" means $150,000,000;

"NYSE" means the New York Stock Exchange;

"OBCA" means the Business Corporations Act (Ontario), as amended from time to
time prior to the Effective Time;

"Option Election Form" means the election form for use by Holders of Decoma
Options under which such Holders may elect to exchange Decoma Options for
Magna Replacement Options under this Plan of Arrangement;

"Person" includes any individual, firm, partnership, limited partnership,
joint venture, venture capital fund, limited liability company, unlimited
liability company, association, trust, trustee, heir, executor, administrator,
legal personal representative, estate, group, body corporate, corporation,
unincorporated association or organization, Governmental Entity, syndicate or
other entity, whether or not having legal status;

"Share Consideration" means a fraction of a Magna Class A Share equal to the
Exchange Ratio;

"Share Consideration Shares" means any Decoma Class A Shares other than Cash
Consideration Elected Shares; and

"TSX" means the Toronto Stock Exchange.

1.2 Interpretation Not Affected by Headings, etc.

    The division of this Plan of Arrangement into Articles, Sections and other
portions and the insertion of headings are for convenience of reference only
and shall not affect the interpretation of this Plan of Arrangement. Unless
otherwise indicated, all references to an "Article" or "Section" followed by a
number and/or a letter refer to the specified Article or Section of this Plan
of Arrangement. The terms "this Plan of Arrangement", "hereof", "herein" and
"hereunder" and similar expressions refer to this Plan of Arrangement
(including the Schedules hereto) and not to any particular Article, Section or
other portion hereof and include any agreement or instrument supplementary or
ancillary hereto.

1.3 Number and Gender.

    In this Plan of Arrangement, unless the context otherwise requires, words
importing the singular shall include the plural and vice versa and words
importing any gender include all genders.


                                      3
<PAGE>


1.4 Date for any Action.

    In the event that any date on which any action is required to be taken
hereunder by any Person is not a Business Day, such action shall be required
or permitted to be taken on the next succeeding day which is a Business Day.

1.5 Currency.

    All references to currency herein are to Canadian dollars unless otherwise
specified.

1.6 Statutory References.

    Except as expressly provided in this Plan of Arrangement, any reference in
this Plan of Arrangement to a statute includes all regulations made
thereunder, all amendments to such statute or regulations in force from time
to time, and any statute or regulation that supplements or supersedes such
statute or regulation.


                                   ARTICLE 2
                                THE ARRANGEMENT


2.1 Binding Effect.

    This Plan of Arrangement will become effective at, and be binding at and
after, the Effective Time on (a) Decoma, (b) Magna, (c) Magna Subco, (d)
Amalco, (e) all Holders and beneficial holders of Decoma Shares (including
Dissenting Shareholders), Magna Subco Shares and Amalco Shares, and (f) all
Holders of Decoma Options, Amalco Continuing Options and Magna Replacement
Options.

2.2 The Arrangement.

    Commencing at the Effective Time, the following shall occur and shall be
deemed to occur in the following order (except as expressly noted below)
without any further act or formality:

    (a) each Decoma Exchange Elected Option outstanding at the Effective Time
        will be exchanged for an option of Magna (a "Magna Replacement
        Option") to purchase the number of Magna Class A Shares equal to the
        Exchange Ratio multiplied by the number of Decoma Class A Shares that
        could be purchased under such Decoma Exchange Elected Option if such
        Decoma Exchange Elected Option were exercisable and exercised
        immediately prior to the Effective Time. Such Magna Replacement Option
        shall provide for an exercise price per Magna Class A Share equal to
        the exercise price per Decoma Class A Share of such Decoma Exchange
        Elected Option immediately prior to the Effective Time divided by the
        Exchange Ratio (rounded up to the nearest cent). If the foregoing
        calculation results in a Magna Replacement Option of any particular
        Holder thereof being exercisable for a total number of Magna Class A
        Shares that includes a fraction of a Magna Class A Share, then the
        total number of Magna Class A Shares subject to such Holder's Magna
        Replacement Option shall be rounded down to the next whole number of
        Magna Class A Shares. Subject to the foregoing provisions of this
        Section 2.2(a), the term to expiry, conditions to and manner of
        exercising, vesting schedule and all other terms and conditions of
        such Magna Replacement Option will be the same as the terms and
        conditions of such Decoma Exchange Elected Option and any document or
        agreement previously evidencing such Decoma Exchange Elected Option
        shall evidence and be deemed to evidence such Magna Replacement
        Option;

    (b) Magna Subco and Decoma (sometimes referred to hereinafter in this
        Section 2.2(b) as "predecessor corporations") will amalgamate to form
        Amalco with the same effect as if section 179 of the OBCA were
        applicable to the Amalgamation, and in connection with the
        Amalgamation:

        (i)    each Share Consideration Share held by a Decoma Shareholder
               (other than Magna Subco and Dissenting Shareholders) will be
               converted into an Amalco Special Share;

        (ii)   each Cash Consideration Elected Share held by Decoma
               Shareholder (other than Magna Subco) will be converted into an
               Amalco Redeemable Preferred Share;

        (iii)  all Decoma Shares held by Magna Subco will be cancelled for no
               consideration;

        (vi)   each Magna Subco Class A Share and each Magna Subco Class B
               Share will be converted into an Amalco Common Share;


                                      4
<PAGE>


        (v)    Amalco will possess all the property, rights, privileges and
               franchises and will be subject to all liabilities, including
               civil, criminal and quasi-criminal, and all contracts,
               disabilities and debts of each of the predecessor corporations;

        (vi)   a conviction against, or ruling, order or judgment in favour or
               against a predecessor corporation may be enforced by or against
               Amalco;

        (vii)  the Articles of Arrangement will be deemed to be the articles
               of amalgamation of Amalco and, except for the purposes of
               section 117(1) of the OBCA, the Certificate giving effect to
               the Amalgamation will be deemed to be the certificate of
               amalgamation of Amalco;

        (viii) the name of the corporation continuing from the Amalgamation
               shall be "Decoma Amalco International Inc.";

        (ix)   the registered office of Amalco shall be in the City of Concord
               in the Province of Ontario;

        (x)    the authorized capital of Amalco shall consist of an unlimited
               number of Amalco Common Shares, an unlimited number of Amalco
               Special Shares and an unlimited number of Amalco Redeemable
               Preferred Shares;

        (xi)   there shall be no restrictions on the business which Amalco is
               authorized to carry on or on the powers Amalco may exercise;

        (xii)  the by-laws of Decoma shall be the by-laws of Amalco until
               repealed, amended, altered or added to;

        (xiii) the number of directors of Amalco shall be such number not less
               than one (1) and not more than ten (10) as the Amalco Board of
               Directors may from time to time determine;

        (xiv)  the directors of Amalco may appoint one or more directors who
               shall hold office for a term expiring not later than the close
               of the next annual meeting of Amalco, but the total number of
               directors so appointed may not exceed one third of the number
               of directors elected at the previous annual meeting of Amalco;
               and

        (xv)   the number of the first directors shall be three (3) and the
               first directors of Amalco shall be the persons set out below,
               who shall hold office until the first annual meeting of Amalco
               or until their successors are elected or appointed;

<TABLE>
<CAPTION>
               First name, intials        Address for service, giving            Resident Canadian:
               and surname              Street & No. or R.R. No.                   Yes or No
               -------------------     ------------------------------

               <S>                      <C>                                           <C>
               Vincent J. Galifi        130 Greenbrooke Drive                         Yes
                                         Woodbridge, Ontario
                                             L4L 8L1

               J. Brian Colburn          80 Bayview Ridge                              Yes
                                        North York, Ontario
                                            M2L 1E6

               Jeffrey O. Palmer        1403 Tamworth Court                           Yes
                                        Burlington, Ontario
                                            L7P 4V3
</TABLE>

          immediately following the Amalgamation, each Amalco Redeemable
          Preferred Share will be redeemed by Amalco at a redemption price
          equal to the Cash Elected Consideration;

     (d)  immediately following the Amalgamation, each Amalco Special Share
          will be transferred by the Holder thereof to Magna in exchange for
          the Share Consideration; and

     (e)  Magna and Amalco (sometimes referred to hereinafter in this Section
          2.2(e) as "predecessor corporations") will amalgamate to continue as
          Magna International Inc. with the same effect as if sections 177 and
          179 of the OBCA were applicable to the Magna Amalgamation and in
          connection with the Magna Amalgamation:

          (i)  Magna International Inc. will possess all the property, rights,
               privileges and franchises and will be subject to all
               liabilities, including civil, criminal and quasi-criminal, and
               all contracts, disabilities and debts of each of the
               predecessor corporations;



                                      5
<PAGE>


          (ii) a conviction against, or ruling, order or judgment in favour or
               against a predecessor corporation may be enforced by or against
               Magna International Inc.;

         (iii) all Amalco Shares will be cancelled by Amalco for no
               consideration;

          (iv) the by-laws of Magna International Inc. following the Magna
               Amalgamation shall be the same as the by-laws of Magna prior to
               the Effective Date; and

          (v)  the Articles of Arrangement will be deemed to be the articles
               of amalgamation of Magna International Inc. and shall include
               the information set out in Schedule 2.2(e) and, except for the
               purposes of Section 117(1) of the OBCA, the Certificate giving
               effect to the Magna Amalgamation will be deemed to be the
               certificate of incorporation of Magna International Inc.

     (f)  each Amalco Continuing Option outstanding at the Effective Time will
          remain outstanding in accordance with its terms and the adjustment
          provisions in the Amalco Continuing Options will thereafter apply.
          For greater certainty, it is confirmed that, for the purposes of
          such adjustment provisions as they relate to the transactions
          contemplated by this Plan of Arrangement, each Amalco Continuing
          Option will thereafter entitle the Holder to purchase from Magna (as
          successor to Decoma following the Amalgamation and the Magna
          Amalgamation), in lieu of the number of Decoma Class A Shares the
          Holder was entitled to purchase upon the exercise of such Amalco
          Continuing Option, but for the same aggregate consideration and on
          the same terms, the aggregate number (with such adjustment
          provisions continuing to apply mutatis mutandis) of Magna Class A
          Shares that the Holder would have been entitled to receive as a
          result of the transactions contemplated by this Plan of Arrangement
          if, immediately before the Effective Time, such Holder had been the
          registered holder of the number of Decoma Class A Shares to which
          such Holder would have been entitled upon exercise of such Amalco
          Continuing Option if all vesting and other requirements for exercise
          were then met and those Decoma Class A Shares were all Share
          Consideration Shares hereunder.

2.3  Elections.

     (a)  Subject to Section 2.4, each Decoma Shareholder shall be entitled to
          make a Cash Election in respect of all or a portion (provided such
          portion is a whole number of shares) of such Holder's Decoma Class A
          Shares on the basis set forth in the Letter of Transmittal.

     (b)  Any Decoma Shareholder who, in respect of any Decoma Class A Share
          held by such Holder (i) does not deposit with the Depositary a duly
          completed Letter of Transmittal prior to the Election Deadline or
          (ii) fails to complete the Letter of Transmittal making a Cash
          Election, shall be deemed not to have made a Cash Election in
          respect of any such Decoma Class A Shares.

     (c)  Any deposit of a Letter of Transmittal and accompanying certificates
          may be made at any of the offices of the Depositary specified in the
          Letter of Transmittal.

2.4 Proration and Fractional Shares.

     Notwithstanding Section 2.3, if the aggregate Cash Elected Consideration
exceeds the Maximum Cash Consideration, the number of Cash Consideration
Elected Shares that any Holder of Decoma Class A Shares shall be deemed to
hold, for all purposes of this Plan of Arrangement, shall be the number
(rounded down to the nearest whole number) equal to the product of (i) the
number of Cash Consideration Elected Shares of such Holder (ignoring this
Section 2.4) as set forth in such Holder's Letter of Transmittal and (ii) a
fraction, the numerator of which is the Maximum Cash Consideration and the
denominator of which is the aggregate Cash Elected Consideration. The Decoma
Class A Shares of any Holder that are not Cash Consideration Elected Shares
shall be deemed for all purposes of this Plan of Arrangement to be Share
Consideration Shares.

     Notwithstanding anything herein contained, no fractional Magna Class A
Shares will be issued or delivered in connection with this Plan of
Arrangement. Where a Holder of Decoma Class A Shares is to receive Share
Consideration and the aggregate number of Magna Class A Shares to be issued to
such Holder would otherwise result in a fraction of a Magna Class A Share
being issued or delivered, such Holder shall receive, in lieu of such
fractional share, a cash payment equal to the fraction of a Magna Class A
Share otherwise issuable or deliverable multiplied by the Average Market
Price.


                                      6
<PAGE>





2.5  Stated Capital Accounts.

     The stated capital accounts of the classes of shares of Amalco
immediately following the Amalgamation shall be:

     (a)  for the Amalco Redeemable Preferred Shares, an amount equal to the
          number of Amalco Redeemable Preferred Shares resulting from the
          conversion of Decoma Class A Shares upon the Amalgamation multiplied
          by the Cash Elected Consideration;

     (b)  for the Amalco Special Shares, an amount equal to the lesser of (i)
          the excess of the aggregate paid-up capital (within the meaning of
          the ITA) immediately before the Amalgamation of (A) all Decoma
          Shares (other than any such shares held by Magna Subco immediately
          prior to the Amalgamation), and (B) all Magna Subco Shares, over the
          aggregate amount added to the stated capital of Amalco Redeemable
          Preferred Shares under Section 2.5(a), and (ii) the number of Amalco
          Special Shares resulting from the conversion of Decoma Class A
          Shares upon the Amalgamation multiplied by the Average Market Price
          multiplied by the Exchange Ratio; and

     (c)  for the Amalco Common Shares, a total amount equal to $1.00,

provided that in no case shall the stated capital of any class of shares of
Amalco immediately following the Amalgamation be less than $1, and if
necessary to prevent this result in respect of any particular class of Amalco
Shares, the stated capital allocation of the immediately preceding class of
Amalco Shares described above shall be amended to reduce its stated capital by
the amount necessary to leave the particular class of Amalco Shares with $1 of
stated capital.

                                   ARTICLE 3
                               RIGHTS OF DISSENT

3.1  Rights of Dissent.

     Holders of Decoma Class A Shares may exercise rights of dissent with
respect to such shares pursuant to and in the manner set forth in section 185
of the OBCA and this Section 3.1 (the "Dissent Rights") in connection with the
Arrangement. Notwithstanding any other provision of this Plan of Arrangement,
Holders of Decoma Class A Shares who duly exercise such rights of dissent and
who:

     (a)  are ultimately determined to be entitled to be paid fair value for
          their Decoma Class A Shares by Magna (as successor corporation to
          Decoma following the Amalgamation and the Magna Amalgamation), shall
          be deemed to have transferred such Decoma Class A Shares as of the
          Effective Time and prior to any of the steps referred to in Section
          2.2, without any further act or formality and free and clear of all
          liens, claims and encumbrances, to Decoma and such shares shall be
          cancelled as of the Effective Time; or

     (b)  are ultimately determined not to be entitled, for any reason, to be
          paid fair value for their Decoma Class A Shares, shall be deemed to
          have participated in the Arrangement on the same basis as a
          non-dissenting Decoma Shareholder who did not make a Cash Election
          and shall be deemed to have received Amalco Special Shares and to
          have had such shares exchanged for Share Consideration in accordance
          with Sections 2.2(b)(i), 2.2(d) and 2.3(b).

     In no case shall Magna, the Depositary or any other Person be required to
recognize such Dissenting Shareholders as Holders of Decoma Class A Shares or
Amalco Shares at or after the Effective Time and the names of such Dissenting
Shareholders shall be deleted from the register of Holders of Decoma Class A
Shares as of the Effective Time.



                                   ARTICLE 4
                             CASH AND CERTIFICATES


4.1  Payment of Cash Elected Consideration.

     At or prior to the Effective Time, (a) Magna Subco shall deposit with the
Depositary for the benefit of Decoma Shareholders who elected to receive the
Cash Election Consideration and (b) Magna shall deposit with the Depositary
for the benefit of Decoma Shareholders, entitled to receive, in lieu of a
fraction of a Magna Class A Share pursuant to Section 2.4, a cash payment
equal to the fraction of a Magna Class A Share otherwise issuable or
deliverable multiplied


                                      7
<PAGE>


by the Average Market Price, sufficient funds for these purposes by bank
transfer or other means satisfactory to the Depositary and cause the
Depositary either:

     (i)  to forward or cause to be forwarded by first class mail (postage
          prepaid) to the Holder at the address specified in the Letter of
          Transmittal; or

     (ii) if requested by the Holder in the Letter of Transmittal, to
          make available at the Depositary for pick-up by the Holder, (iv)

a cheque in Canadian currency representing the payment required to be made to
such Holder pursuant to the provisions hereof. Under no circumstances will
interest be paid to any Holder on any payment to be made hereunder, regardless
of any delay in making such payment.

4.2  Payment of Share Consideration.

     At or prior to the Effective Time, Magna shall deposit with the
Depositary, for the benefit of the Holders of Decoma Class A Shares who are to
receive the Share Consideration, certificates representing that whole number
of Magna Class A Shares to be received by such Holders pursuant to the
provisions hereof.

     Upon the surrender to the Depositary of a certificate which immediately
prior to the Effective Time represented outstanding Decoma Class A Shares
that, under the Arrangement, were converted into Amalco Special Shares,
together with a duly completed Letter of Transmittal and such additional
documents, instruments and payments as the Depositary may reasonably require,
the Holder shall be entitled to receive in exchange therefor, and Magna or
Magna Subco, as the case may be, shall cause the Depositary either:

     (i)  to forward or cause to be forwarded by first class mail (postage
          prepaid) to the Holder at the address specified in the Letter of
          Transmittal; or

     (ii) if requested by the Holder in the Letter of Transmittal, to make
          available at the Depositary for pick-up by the Holder,

a certificate representing the number of Magna Class A Shares issuable or
deliverable to such Holder.

43.  Distributions with Respect to Unsurrendered Certificates.

     No dividends or other distributions declared or made with respect to the
Magna Class A Shares with a record date after the Effective Time shall be paid
to the Holder of any unsurrendered certificate which immediately prior to the
Effective Time represented outstanding Share Consideration Shares, unless and
until the Holder of such certificate shall surrender such certificate in
accordance with Section 4.1 or 4.2. Subject to applicable law, at the time of
such surrender of any such certificate (or, in the case of clause (y) below,
at the appropriate payment date), there shall be paid to the surrendering
Holder of the certificates representing Share Consideration Shares, without
interest, (x) the amount of dividends or other distributions with a record
date after the Effective Time theretofore paid with respect to the Magna Class
A Shares to which such Holder is entitled pursuant hereto and (y) only to the
extent not paid under clause (x), on the appropriate payment date, the amount
of dividends or other distributions with a record date after the Effective
Time but prior to surrender and a payment date subsequent to surrender payable
with respect to such Magna Class A Shares.

4.4  Lost Certificates.

     In the event any certificate which immediately prior to the Effective
Time represented one or more outstanding Decoma Class A Shares that were
exchanged or converted pursuant to Section 2.2 shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Holder claiming
such certificate to be lost, stolen or destroyed, the Depositary will issue in
exchange for such lost, stolen or destroyed certificate, cash and/or
certificates deliverable in accordance with Sections 2.2, 4.1 or 4.2 and such
Holder's Letter of Transmittal. When authorizing such payment in exchange for
any lost, stolen or destroyed certificate, the Holder to whom cash and/or
certificates are to be issued shall, as a condition precedent to the issuance
thereof, give a bond satisfactory to Magna (and its transfer agents) and the
Depositary in such sum as Magna may direct or otherwise indemnify Magna in a
manner satisfactory to Magna against any claim that may be made against Magna
with respect to the certificate alleged to have been lost, stolen or
destroyed.



                                      8
<PAGE>



4.5  Extinction of Rights.

     Any certificate which immediately prior to the Effective Time represented
outstanding Decoma Class A Shares (other than Decoma Class A Shares held by
Magna Subco) that were exchanged or converted pursuant to Section 2.2 and that
is not deposited with all other instruments required by this Plan of
Arrangement and the Letter of Transmittal to the Depositary in accordance with
the terms of this Plan of Arrangement on or prior to the fifth anniversary of
the Effective Date shall cease to represent a claim or interest of any kind or
nature as a securityholder of Decoma, Magna Subco, Amalco or Magna. On such
date, the cash or property to which the former Holder of the certificate
referred to in the preceding sentence was ultimately entitled shall be deemed
to have been surrendered for no consideration to Magna (as successor to Decoma
following the Amalgamation and the Magna Amalgamation) or any successor
thereto.

4.6  Withholding Rights.

     Decoma, Magna, Amalco, Magna Subco and the Depositary shall be entitled
to deduct and withhold from any dividend or consideration otherwise payable to
any Holder of Decoma Shares, Decoma Options, Amalco Shares and Magna Class A
Shares, such amounts as Decoma, Magna, Amalco, Magna Subco or the Depositary
is required or permitted to deduct and withhold with respect to such payment
under the TPA or any other provision of provincial, local or foreign tax law,
in each case, as amended. To the extent that amounts are so withheld, such
withheld amounts shall be treated for all purposes hereof as having been paid
to the Holder of the securities in respect of which such deduction and
withholding was made, provided that such withheld amounts are actually
remitted to the appropriate taxing authority. To the extent that the amounts
so required or permitted to be deducted or withheld from any payment to a
Holder exceed the cash portion of the consideration otherwise payable to the
Holder, Decoma, Magna, Amalco, Magna Subco and the Depositary are hereby
authorized to sell or otherwise dispose of such portion of the consideration
as is necessary to provide sufficient funds to Decoma, Magna, Amalco, Magna
Subco or the Depositary, as the case may be, to enable it to comply with such
deduction or withholding requirement or entitlement and Decoma, Magna, Amalco,
Magna Subco or the Depositary shall notify the Holder thereof and remit to the
Holder any unapplied balance of the net proceeds of such sale.

                                   ARTICLE 5
                                  AMENDMENTS

5.1  Amendments to Plan of Arrangement.

     (a)  Decoma reserves the right to amend, modify and/or supplement this
          Plan of Arrangement at any time and from time to time prior to the
          Effective Date, provided that each such amendment, modification
          and/or supplement must be (i) set out in writing, (ii) approved by
          Magna and Magna Subco, (iii) filed with the Court and, if made
          following the Decoma Meeting, approved by the Court and (iv)
          communicated to the Decoma Shareholders if and as required by the
          Court.

     (b)  Any amendment, modification or supplement to this Plan of
          Arrangement may be proposed by Decoma at any time prior to the
          Decoma Meeting (provided that Magna and Magna Subco shall have
          consented thereto) with or without any other prior notice or
          communication and if so proposed and accepted by the Persons voting
          at the Decoma Meeting (other than as may be required under the
          Interim Order) shall become part of this Plan of Arrangement for all
          purposes.

     (c)  Any amendment, modification or supplement to this Plan of
          Arrangement that is approved by the Court following the Decoma
          Meeting shall be effective only if (i) it is consented to by each of
          Decoma, Magna and Magna Subco and (ii) if required by the Court, it
          is consented to by the Decoma Shareholders voting in the manner
          directed by the Court.

     (d)  Any amendment, modification or supplement to this Plan of
          Arrangement may be made following the Effective Date unilaterally by
          Magna, provided that it concerns a matter which, in the reasonable
          opinion of Magna, is of an administrative nature required to better
          give effect to the implementation of this Plan of Arrangement and is
          not adverse in any significant respect to the financial or economic
          interests of any former Holder of Decoma Shares, Decoma Convertible
          Debentures or Decoma Options.


                                      9
<PAGE>


                                   ARTICLE 6
                              FURTHER ASSURANCES

6.1  Further Assurances.

     Notwithstanding that the transactions and events set out herein shall
occur and be deemed to occur in the order set out in this Plan of Arrangement
without any further act or formality, each of the parties to the Arrangement
Agreement shall make, do and execute, or cause to be made, done and executed,
all such further acts, deeds, agreements, transfers, assurances, instruments
or documents as may reasonably be required by any of them in order further to
document or evidence any of the transactions or events set out herein.


                                      10
<PAGE>


                                 SCHEDULE 1.1
                            AMALCO SHARE CONDITIONS

     Capitalized terms used in these share provisions but not otherwise
defined herein have the meanings ascribed to them in the Plan of Arrangement.

     The rights, privileges, restrictions and conditions attaching to the
shares of Amalco shall be as follows:

Amalco Redeemable Preferred Shares
- ----------------------------------

A.   The Amalco Redeemable Preferred Shares shall have attached thereto the
     following rights, privileges, restrictions and conditions:

1.   Redemption by Amalco

     Subject to the requirements of the OBCA and the Plan of Arrangement,
Amalco may redeem, at any time, all, but not less than all, of the outstanding
Amalco Redeemable Preferred Shares on payment for each Amalco Redeemable
Preferred Share to be redeemed of an amount equal to the Cash Elected
Consideration, together with all dividends declared on such Amalco Redeemable
Preferred Shares and unpaid up to the date of the redemption.

2.   Retraction by Holder

     A holder of Amalco Redeemable Preferred Shares shall be entitled to
require Amalco to redeem, subject to the requirements of the OBCA, at any time
and from time to time, the whole or any part of the outstanding Amalco
Redeemable Preferred Shares held by such holder, by tendering to Amalco at its
registered office a share certificate representing the Amalco Redeemable
Preferred Shares that the holder desires to have Amalco redeem together with a
written request specifying the number of Amalco Redeemable Preferred Shares to
be redeemed and the business day on which the holder desires to have Amalco
redeem the shares. Upon receipt of such share certificate or certificates and
written request, Amalco shall redeem such Amalco Redeemable Preferred Shares
on the date specified in the written request by paying to the holder an amount
equal to the Cash Elected Consideration for each Amalco Redeemable Preferred
Share being redeemed, together with all dividends declared on such Amalco
Redeemable Preferred Shares and unpaid up to the date of the redemption.

3.   Dividends

     The holders of Amalco Redeemable Preferred Shares shall be entitled to
receive dividends if, as and when declared by the Amalco Board of Directors,
out of the assets of Amalco properly applicable to the payment of dividends,
in such amounts and payable in such manner as the Amalco Board of Directors
may from time to time determine, in its discretion. Subject to the rights of
the holders of any other class of shares of Amalco entitled to receive
dividends in priority to or concurrently with holders of Amalco Redeemable
Preferred Shares, the Amalco Board of Directors may in its discretion declare
dividends on Amalco Redeemable Preferred Shares to the exclusion of any other
class of share of Amalco. No dividend shall be paid or set apart for payment
if such payment would affect the ability of Amalco to redeem all of the then
issued and outstanding Amalco Redeemable Preferred Shares.

4.   Priority

     The Amalco Redeemable Preferred Shares shall be entitled to a preference
over the Amalco Common Shares and over any other shares ranking junior to the
Amalco Redeemable Preferred Shares with respect to priority in payment of
dividends and in the distribution of assets in the event of the liquidation,
dissolution or winding-up of Amalco, whether voluntary or involuntary, or any
other distribution of the assets of Amalco among its shareholders for the
purpose of winding up its affairs. The Amalco Redeemable Preferred Shares
shall rank pari passu with the Amalco Special Shares.

5.   Voting Rights

     Except as otherwise provided in the OBCA, the holders of the Amalco
Redeemable Preferred Shares shall not be entitled to receive notice of, to
attend or to vote at any meeting of the shareholders of Amalco.

6.   Cancellation

     Any Amalco Redeemable Preferred Shares that are redeemed by Amalco
pursuant to any provision hereof shall for all purposes be considered to have
been redeemed on, and will be cancelled concurrently with, the payment by
Amalco to, or for the benefit of, the holder thereof of the Cash Elected
Consideration.



                                      11
<PAGE>


Amalco Special Shares
- ---------------------

B.   The Amalco Special Shares shall have attached thereto the following
     rights, privileges, restrictions and conditions:

1.   Redemption by Amalco

     Subject to the requirements of the OBCA and the Plan of Arrangement,
Amalco may redeem, at any time, all, but not less than all, of the outstanding
Amalco Special Shares on payment for each Amalco Special Share to be redeemed
of a fraction of a Magna Class A Share equal to the Exchange Ratio, together
with all dividends declared on such Special Shares and unpaid up to the date
of the redemption (such amount being referred to as the "Redemption Amount");
provided that, Amalco shall pay to any holder who is otherwise entitled to
receive a fraction of a Magna Class A Share the cash payment described in
section 2.4 of the Plan of Arrangement.

2.   Retraction by Holder

     A holder of Amalco Special Shares shall be entitled to require Amalco to
redeem, subject to the requirements of the OBCA, at any time and from time to
time, the whole or any part of the outstanding Amalco Special Shares held by
such holder, by tendering to Amalco at its registered office a share
certificate representing the Amalco Special Shares that the holder desires to
have Amalco redeem together with a written request specifying the number of
Amalco Special Shares to be redeemed and the business day on which the holder
desires to have Amalco redeem the shares. Upon receipt of such share
certificate or certificates and written request, Amalco shall redeem such
Amalco Special Shares on the date specified in the written request by paying
to the holder, at the option and in the sole discretion of Amalco, the
applicable Redemption Amount for each Amalco Special Share being redeemed plus
a cash payment in respect of any fraction of a Magna Class A Share as
described in section 2.4 of the Plan of Arrangement.

3.   Dividends

     The holders of Amalco Special Shares shall be entitled to receive
dividends if, as and when declared by the Amalco Board of Directors, out of
the assets of Amalco properly applicable to the payment of dividends, in such
amounts and payable in such manner as the Amalco Board of Directors may from
time to time determine, in its discretion. Subject to the rights of the
holders of any other class of shares of Amalco entitled to receive dividends
in priority to or concurrently with holders of Amalco Special Shares, the
Amalco Board of Directors may in its discretion declare dividends on Amalco
Special Shares to the exclusion of any other class of share of Amalco. No
dividend shall be paid or set apart for payment if such payment would affect
the ability of Amalco to redeem all of the then issued and outstanding Amalco
Redeemable Preferred Shares.

4.   Priority

     The Amalco Special Shares shall be entitled to a preference over the
Amalco Common Shares, and over any other shares ranking junior to the Amalco
Special Shares with respect to priority in payment of dividends and in the
distribution of assets in the event of the liquidation, dissolution or
winding-up of Amalco, whether voluntary or involuntary, or any other
distribution of the assets of Amalco among its shareholders for the purpose of
winding up its affairs. The Amalco Special Shares shall rank pari passu with
the Amalco Redeemable Preferred Shares.

5.   Voting Rights

     Except as otherwise provided in the OBCA, the holders of the Amalco
Special Shares shall not be entitled to receive notice of, to attend or to
vote at any meeting of the shareholders of Amalco.



6.   Cancellation

     Any Amalco Special Shares that are redeemed by Amalco pursuant to any
provision hereof shall for all purposes be considered to have been redeemed
on, and will be cancelled concurrently with, the payment by Amalco to, or for
the benefit of, the holder thereof of the applicable Redemption Amount.


                                      12
<PAGE>

Amalco Common Shares
- --------------------

C.   The Amalco Common Shares shall have attached thereto the following
     rights, privileges, restrictions and conditions:

1.   Voting

     The Amalco Common Shares shall cant' and be entitled to one (1) vote per
share at all meetings of the shareholders of Amalco, except a class or series
meeting of the holders of a particular class or series of shares other than
the Amalco Common Shares.

2.   Dividends

     The holders of the Amalco Common Shares shall be entitled to receive such
dividends as may be declared thereon by the Amalco Board of Directors. No
dividend shall be paid or set apart for payment if such payment would affect
the ability of Amalco to redeem all of the then issued and outstanding Amalco
Redeemable Preferred Shares.

3.   Dissolution

     In the event of the liquidation, dissolution or winding-up of Amalco,
whether voluntary or involuntary, or any other distribution of the assets of
Amalco among its shareholders for the purpose of winding-up its affairs, all
the property and assets of Amalco available for distribution to the holders of
the Amalco Common Shares shall be paid or distributed equally, share for
share, to the holders of the Amalco Common Shares, without preference or
priority.


                                      13
<PAGE>



                                SCHEDULE 2.2(e)

(a)  The name of the corporation continuing from the Magna Amalgamation shall
     be "Magna International Inc.".

(b)  The address of the registered office of Magna International Inc. shall be
     337 Magna Drive, Aurora, Ontario L4G 7K1.

(c)  The number of directors of Magna International Inc. shall be a minimum of
     five (5) and a maximum of fifteen (15).

(d)  The directors of Magna International Inc. immediately following the Magna
     Amalgamation will be those persons who are directors of Magna immediately
     prior to the Effective Time, each of whom will hold office until the next
     annual meeting of shareholders or until his or her successor is elected
     or appointed.

(e)  There shall not be any restrictions on the business Magna International
     Inc. may carry on or on the powers Magna International Inc. may exercise.

(f)  The classes and any maximum number of shares that Magna International
     Inc. shall be authorized to issue shall be as follows:
     99,760,000 Preference Shares, issuable in series.
     1,412,341 Class B Shares.
     Unlimited number of Class A Subordinate Voting Shares.

(g)  The rights, privileges, restrictions and conditions (if any) attaching to
     each class of shares and directors authority with respect to any class of
     shares which may be issued in series shall be as set out on pages 3A to
     3E attached to this schedule.

(h)  The issue, transfer or ownership of shares shall not be restricted.

(i)  See pages 4A to 4E attached to this schedule for other provisions.



                                      14
<PAGE>

                                                                            3A

The rights, privileges, restrictions and conditions attaching to the
99,760,000 Preference Shares issuable in series are as follows:

(1)  The said Preference Shares may at any time or from time to time be issued
     in one (1) or more series, each series to consist of such number of
     shares as may before the issue thereof be determined by the directors and
     subject to the filing of the prescribed statement with the Minister, and
     the issuance of his certificate in respect thereof, the directors of the
     Corporation may (subject as hereinafter provided) by resolution fix from
     time to time before the issue thereof the designation, preferences,
     rights, conditions, restrictions, limitations or prohibitions attaching
     to the said Preference Shares of each series, including without limiting
     the generality of the foregoing, the rate of preferential dividends, the
     dates of payment thereof, the redemption price and terms and conditions
     of redemption, conversion rights (if any) and any sinking fund or other
     provisions.

(2)  Each series of the said Preference Shares shall be entitled to preference
     over the Class A Subordinate Voting Shares and Class B Shares of the
     Corporation, and any other shares ranking junior to the said Preference
     Shares, with respect to priority in payment of dividends and in the
     distribution of assets in the event of the liquidation, dissolution or
     winding-up of the Corporation, whether voluntary or involuntary, or any
     other distribution of the assets of the Corporation, among its
     shareholders for the purpose of winding-up its affairs and may also be
     given such other preferences over the Class A Subordinate Voting Shares
     and Class B Shares of the Corporation and any other shares ranking junior
     to the said Preference Shares as may be determined as to the respective
     series authorized to be issued.

(3)  The said Preference Shares of each series shall rank on a parity with the
     said Preference Shares of every other series with respect to priority in
     payment of dividends and in the distribution of assets in the event of
     the liquidation, dissolution or winding-up of the Corporation whether
     voluntary or invo1untary or any other distribution of the assets of the
     Corporation among its shareholders for the purpose of winding-up its
     affairs.

(4)  The holders of the said Preference Shares shall not be entitled as such
     to receive notice of or to attend any meeting of the shareholders of the
     Corporation, and shall not be entitled to vote at any such meeting. The
     holders of the said Preference Shares shall, however, be entitled to
     notice of meetings of the shareholders called for the purpose of
     authorizing the dissolution of the Corporation or the sale of its
     undertaking or a substantial part thereof.

(5)  Any amendment to the Articles of the Corporation to delete or vary any
     preference, right, condition, restriction, limitation or prohibition
     attaching to the said Preference Shares or to create special shares
     ranking in priority to or on a parity with the said Preference Shares, in
     addition to the authorization by a special resolution, may be


<PAGE>

                                                                             3B

     authorized by at least two-thirds (2/3) of the votes cast at a meeting of
     the holders of the said Preference Shares duly called for that purpose
     upon at least twenty-one (21) days' notice, such meeting to be held and
     such notice to be given in accordance with the by-laws of the Corporation
     and each holder of a said Preference Share shall be entitled to one (1)
     vote at such meeting in respect of each said Preference Share held.

2.   The rights, privileges, restrictions and conditions attaching to the
     1,412,341 Class B Shares are as follows:

     Voting
     ------

     (1)  The Class B Shares shall carry and be entitled to five hundred (500)
          votes per share at all meetings of shareholders of the Corporation.

     Dividends
     ---------

     (2)  Subject to paragraph three (3), each Class B Share shall participate
          equally as to dividends with each Class A Subordinate Voting Share
          without preference, priority, or distinction. No dividend shall at
          any time be declared or set aside or paid on the Class A Subordinate
          Voting Shares unless on the same date a dividend in the same amount
          per share or identical property of equal value per share is declared
          to be payable on the Class B Shares which dividend shall be payable
          on the same date as that declared on the Class A Subordinate Voting
          Shares. The holders of Class B Shares shall not be entitled to any
          dividends other than or in excess of the dividends hereinbefore
          provided for in this paragraph two (2).

     (3)  Notwithstanding paragraph two (2) hereof, the Board of Directors of
          the Corporation may, in declaring simultaneous dividends on both the
          Class A Subordinate Voting Shares and Class B Shares, cause the
          dividend on the Class A Subordinate Voting Shares to be payable in
          Class A Subordinate Voting Shares and the dividend on the Class B
          Shares to be payable in Class B Shares, but no dividend payable in
          Class B Shares may be declared on the Class A Subordinate Voting
          Shares.

     Subdivision or Consolidation
     ----------------------------

     (4)  Neither the Class B Shares nor the Class A Subordinate Voting Shares
          shall be subdivided, consolidated, reclassified, or otherwise changed
          unless contemporaneously therewith the other class of shares is
          subdivided, consolidated, reclassified, or otherwise changed in the
          same proportion and in the same manner.

     Dissolution
     -----------

     (5)  In the event of the liquidation, dissolution or winding-up of the
          Corporation or other distribution of its assets among its
          shareholders for the purpose of winding-up its




<PAGE>

                                                                            3C

          affairs, all the property and assets of the Corporation available
          for distribution to the holders of the Class B Shares or Class A
          Subordinate Voting Shares shall be paid or distributed equally share
          for share to the holders of Class B Shares or Class A Subordinate
          Voting Shares respectively without preference or priority.

     Conversion
     ----------

     (6)  The Class B Shares, or any of them, may, upon and subject to the
          terms and conditions hereinafter set forth, be converted at any time
          by the holder or holders thereof into fully-paid Class A Subordinate
          Voting Shares of the Corporation on the basis of one (1) Class A
          Subordinate Voting Share for each Class B Share; provided however
          that in the event of the liquidation, dissolution or winding-up of
          the Corporation such right of conversion shall cease and expire at
          noon on the business day next preceding the date of such
          liquidation, dissolution or winding-up.

     (7)  A holder of Class B Shares desiring to convert some or all of his
          Class B Shares into Class A Subordinate Voting Shares in accordance
          with the foregoing shall surrender the certificate or certificates
          representing the Class B Shares which he desires to be converted to
          the transfer agent for the time being of the Corporation, together
          with a request in writing for such conversion with his signature
          thereon verified, as the directors of the Corporation may from time
          to time require.

     Amendments to Articles
     ----------------------

     (8)  Any amendment to the Articles of the Corporation to delete or vary
          any preference, right, condition, restriction, limitation or
          prohibition attaching to the Class B Shares or to create shares
          ranking in priority to or on a parity with the Class B Shares, in
          addition to the authorization by a special resolution, may be
          authorized by at least two-thirds (2/3) of the votes cast at a
          meeting of the holders of the Class B Shares, duly called for that
          purpose.

     The rights, privileges, restrictions and conditions attaching to the
     Class A Subordinate Voting Shares are as follows:

     Voting
     ------

     (1)  The Class A Subordinate Voting Shares shall carry and be entitled to
          one (1) vote per share at all meetings of shareholders of the
          Corporation, except of a particular class or series.

     Dividends
     ---------

     (2)  The holders of Class A Subordinate Voting Shares shall be entitled
          to receive such dividends as may be declared thereon by the Board of
          Directors. Subject to



<PAGE>

                                                                            3D

          paragraph three (3), each Class A Subordinate Voting Share shall
          participate equally as to dividends with each Class B Share without
          preference, priority, or distinction. No dividend shall at any time
          be declared or set aside or paid on the Class B Share unless on the
          same date a dividend in the same amount per share or identical
          property of equal value per share is declared to be payable on the
          Class A Subordinate Voting Share which dividend shall be payable on
          the same date as that declared on the Class B Shares. The holders of
          Class A Subordinate Voting Shares shall not be entitled to any
          dividends other than or in excess of the dividends hereinbefore
          provided for in this paragraph two (2).

     (3)  Notwithstanding paragraph two (2) hereof, the Board of Directors of
          the Corporation may, in declaring simultaneous dividends, on both
          the Class A Subordinate Voting Shares and Class B Shares, cause the
          dividend on the Class A Subordinate Voting Shares to be payable in
          Class A Subordinate Voting Shares and the dividend on the Class B
          Shares to be payable in Class A Subordinate Voting Shares or in
          Class B Shares, but no dividend payable in Class B Shares may be
          declared on the Class A Subordinate Voting Shares.

     (4)  Neither the Class A Subordinate Voting Shares nor Class B Shares
          shall be subdivided, consolidated, reclassified, or otherwise
          changed unless contemporaneously therewith the other class of shares
          is subdivided, consolidated, reclassified or otherwise changed in
          the same proportion and in the same manner.

     Dissolution
     -----------

     (5)  In the event of the liquidation, dissolution, or winding-up of the
          Corporation or other distribution of its assets among its
          shareholders for the purpose of winding-up its affairs, all the
          property and assets of the Corporation available for distribution to
          the holders of the Class A Subordinate Voting Shares or Class B
          Shares shall be paid or distributed equally share for share to the
          holders of the Class A Subordinate Voting Shares or Class B Shares
          respectively without preference or priority.

     (6)  If at any time:

          (a)  the amount of After-Tax Profits shall be less than four per
               cent (4%) of the Share Capital for a period of two (2)
               consecutive Years; or

          (b)  the Corporation fails to make a Required Dividend (as the same
               may have been altered by ordinary resolution as contemplated by
               paragraph 10A(5) of these Articles) for a period of two (2)
               Consecutive Years;

     then, and in any such case, the holders of the Class A Subordinate Voting
     Shares shall, until the four per cent (4%) return is achieved for one
     (1) Year and all Required Dividends are made have the exclusive right,
     voting separately as a class, to nominate and elect two (2)



<PAGE>

                                                                            3E

individuals to the board of directors at the next meeting of shareholders of
the Corporation at which directors are to be elected.

     (7)  If the four per cent (4%) return on Share Capital described in
          paragraph (6)(a) above is not achieved or a Required Dividend
          described in subparagraph (6)(b) above fails to be made for any
          consecutive two (2) Year periods following the initial period of two
          (2) Years described in subparagraph (6) above then, in any such
          case, the holders of the Class A Subordinate Voting Shares shall,
          until the four per cent (4%) return is achieved for one (1) Year and
          all Required Dividends (as the same may have been altered by
          ordinary resolution as contemplated by paragraph l0A(5) of these
          Articles) are made, have the exclusive right, voting separately as a
          class, to nonimate and elect, in addition to those elected under
          subparagraph (6), two (2) additional individuals to the board
          of directors at the next meeting of shareholders of the Corporation at
          which directors are to be elected. This right to elect additional
          directors shall continue for each consecutive two (2) Year period
          until the board of directors is composed wholly of directors
          nominated and elected by the Class A Subordinate Voting
          Shareholders.

     (8)  In the event a shareholders meeting at which directors are to be
          elected, including those to be elected for the purposes of
          subparagraphs (6) and (7) above, is not held within one hundred and
          eighty (180) days of the end of the consecutive two (2) Year period
          referred to in subparagraph (6) above, the holders of record of at
          least one-tenth (1/10) of the Class A Subordinate Voting Shares may
          request the Secretary of the Corporation in writing to call a
          shareholders' meeting at which directors are to be elected, and the
          Secretary shall call, within thirty (30) days of receipt of such
          written notice, such a meeting to be held within ninety (90) days of
          receipt of such written notice; in default of the calling of such
          shareholders' meeting by the Secretary within thirty (30) days of
          receipt of written notice, it may be called by any holder of record
          of Class A Subordinate Voting Shares.

     (9)  Notwithstanding anything contained in the by-laws of the
          Corporation, the term of office of all persons who may be directors
          of the Corporation at any time when the right to elect directors
          accrue to holders of the Class A Subordinate Voting Shares as
          provided in subparagraphs (6) and (7) above, or who may be appointed
          as directors after such rights have accrued and before a meeting of
          shareholders has been held to elect directors, shall terminate upon
          the election of new directors at the meeting of shareholders called
          for the purposes of subparagraphs (6) and (7).

     (10) Notwithstanding anything contained in the by-laws of the
          Corporation, upon termination of the right of holders of Class A
          Subordinate Voting Shares to elect members of the board of directors
          as provided for in subparagraphs (6) and (7) above, the term
          of office of all persons who may be directors of the Corporation, or
          who may be appointed as directors after such termination and before
          a meeting of shareholders has been held to elect directors, shall
          terminate upon the election of directors at the next meeting of
          shareholders.


<PAGE>


                                                                            4A


10A  CORPORATE CONSTITUTION

Definitions
- -----------

     As used in these Articles, unless the context otherwise requires:


     (a)  "Act" means the Business Corporations Act (Ontario) as amended from
          time to time, or any statute that may be substituted therefor;

     (b)  "Affiliate" means any of the Corporation's affiliates, subsidiaries
          or any body corporate, partnership or other entity over which the
          Corporation or its subsidiaries have a fifty per cent ownership
          interest or greater;

     (c)  "Affiliate Employee Equity Participation and Profit Sharing Plan"
          means a deferred profit sharing plan, retirement plan or other
          arrangement for employees of an Affiliate, adopted in addition to or
          in substitution of the Employee Equity Participation and Profit
          Sharing Plan, which contemplates investment in whole or in part in
          shares of and/or participation in the profits of such Affiliate;

     (d)  "Affiliate Employee Pension Plan" means any defined benefit or other
          pension plan, retirement plan or other arrangement for employees of
          any public company Affiliate of the Corporation that is in addition
          to the Affiliate Employee Equity Participation and Profit Sharing
          Plan of such Affiliate;

     (e)  "After Tax Profits" means the Net income or Net loss of the
          Corporation as set forth in its audited Consolidated Statement of
          Income or Loss for each Year, adjusted to deduct extraordinary gains
          or gains which arise from the disposal by the Corporation of
          existing businesses or fixed assets as set forth in its audited
          Consolidated Statement of Income or Loss;

     (f)  "Available Equity" means the total Shareholders' equity of the
          Corporation as set forth in its Consolidated Balance Sheet, less the
          stated capital of non-participating preference shares outstanding;

     (g)  "Corporate Management" collectively means Executive Management and
          any other individual employed by the Corporation that Executive
          Management determines from time to time to be a member of Corporate
          Management;

     (h)  "Employee Equity Participation and Profit Sharing Plan" means the
          deferred profit sharing plan established for the employees of the
          Corporation and its Affiliates, dated January 1, 1975, as amended
          from time to time, or any profit sharing plan, retirement plan or
          other arrangement for employees of the Corporation and/or its
          Affiliates, adopted in addition to or in substitution for the 1975
          deferred profit sharing plan, which contemplates investment in whole
          or in part in shares of and/or participation in the profits of the
          Corporation;

     (i)  "Employee Pension Plan" means the defined benefit pension plan
          established for the employees of the Corporation and its Affiliates
          effective January 1, 2001, as amended from time to time, or any
          pension plan, retirement plan or other arrangement for employees of
          the Corporation and/or its Affiliates that is in addition to the
          Employee Equity Participation and Profit Sharing Plan, excluding for
          greater certainty any Affiliate Employee Equity Participation and
          Profit Sharing Plan or any Affiliate Employee Pension Plan;

     (j)  "Employee Pre-Tax Profits" means Pre-Tax Profits adjusted, to (i)
          either deduct the pre-tax profits or to add back the Pre-tax losses
          of any Affiliate which either participates in an


<PAGE>


                                                                            4B

          Affiliate Employee Equity Participation and Profit Sharing Plan or
          does not participate in the Employee Equity Participation and Profit
          Sharing Plan, such amounts to be calculated in the manner provided
          for in paragraph 10A hereof to the extent such amounts were included
          in Pre-Tax Profits; and (ii) either deduct the equity income or to
          add back the equity loss of the Corporation as set forth in its
          audited Consolidated Statement of Income or Loss to the extent such
          amounts were not previously included or deducted, as applicable,
          pursuant to sub-paragraph (i) above;

     (k)  "Employee Pre Tax Profits Before Profit Sharing" means an amount
          which is the lesser of: (i) the total of Employee Pre Tax Profits and
          those amounts actually deducted in calculating Employee Pre Tax
          Profits pursuant to paragraphs 10A(6)(c) and (d) of these Articles
          (other than any such amounts deducted in respect of the Excess
          Amount as such term is defined in subparagraph 10A(6)(c) of these
          Articles), adjusted either to add back that portion of the pre-tax
          profits or to deduct that portion of the pretax losses of Affiliates
          that participate in the Employee Equity Participation and Profit
          Sharing Plan to the extent such amounts were not included in
          Employee Pre-Tax Profits; and (ii) Pre Tax Profits Before Profit
          Sharing less the pre-tax profits before profit sharing of any
          Affiliate which participates in an Affiliate Employee Equity
          Participation and Profit Sharing Plan to the extent such amounts
          were included in Pre Tax Profits Before Profit Sharing;

     (l)  "Executive Management" collectively means the chief executive
          officer, the chief operating officer, the chief marketing officer
          and the chief administrative officer of the Corporation;

     (m)  "Group Management" collectively means the chief executive officer,
          the chief operating officer of a Group, and any other individual
          employed by such Group that Executive Management determines from
          time to time to be a member of Group Management;

     (n)  "Group" means those Operating Units which are formed into an
          operating group from time to time by Executive Management;

     (o)  "Investment" means direct or indirect investment of whatever kind,
          including without limitation, the giving of financial assistance by
          means of a loan (but not including loans made at the then current
          market interest rates which are not in default), guarantee or
          otherwise;

     (p)  "Non Participating Employees" means those current or future
          employees of the Corporation or its Affiliates who (a) do not
          participate in an Affiliate Employee Equity Participation and Profit
          Sharing Plan and are not members of Corporate Management, Group
          Management or Unit Management, and (b) are eligible to participate
          in the Employee Pension Plan and have expressly elected not to
          participate in such plan;

     (q)  "Operating Unit" means an autonomous production, research or service
          facility under the control and direction of a general manager, as
          determined from time to time by Executive Management;

     (r)  "Participating Employees" means those current or future employees of
          the Corporation or its Affiliates who (a) do not participate in an
          Affiliate Employee Equity Participation and Profit Sharing Plan and
          are not members of Corporate Management, Group Management or Unit
          Management and (b) either are (i) current or future employees
          eligible to participate in the Employee Pension Plan who have
          expressly elected to participate in such plan or (ii) future
          employees of the Corporation or its Affiliates who automatically are
          participants in the Employee Pension Plan by virtue of their
          employment arrangements with the Corporation or its Affiliates;


<PAGE>


                                                                            4C

     (s)  "Pre-Tax Profits" means After-Tax Profits, adjusted to add back the
          provisions for income taxes and minority interests or to deduct the
          recoveries for income taxes and minority interests as set forth in
          the Corporation's audited Consolidated Statement of Income or Loss
          for such Year;

     (t)  "Pre Tax Profits Before Profit Sharing" means an amount which is the
          total of Pre Tax Profits, those amounts actually deducted in
          calculating Pre Tax ProttLs pursuant to paragraphs 10.A(6)(c) and (d)
          of these Articles (other than any such amounts deducted in respect
          of the Excess Amount as such term is defined in subparagraph
          10.A(6)(c) of these Articles) and those amounts attributable to an
          Affiliate Employee Equity Participation Plan and an Affiliate
          Employee Pension Plan actually deducted by an Affiliate in
          calculating the pre-tax profits of such Affiliate;

     (u)  "Required Dividend" means the distribution of After-Tax Profits
          required to be made pursuant to paragraph 10A(5) of these Articles;

     (v)  "Share Capital" with respect to any Year means the arithmetic
          average of the stated capital attributable to Class A Subordinate
          Voting Shares and Class B Shares of the Corporation at the
          commencement of such Year and at the end of such Year;

     (w)  "Social Objectives" means objectives that are from time to time, in
          the sole opinion of Executive Management, of a political, patriotic,
          philanthropic, charitable, educational, scientific, artistic,
          social, or other useful nature to the communities in which the
          Corporation or its Affiliates operate;

     (x)  "Unit Management" collectively means the general manager of an
          Operating Unit and any other individual employed by an Operating
          Unit that Group Management, with the approval of Executive
          Management, determines from time to time to be a member of Unit
          Management;

     (y)  "Unrelated Business" means any business engaged in by the
          Corporation that, at the time of Investment, does not:

          (A)  relate to the design, manufacture, distribution or sale of
               motor vehicles or motor vehicle parts, components, assemblies,
               systems or accessories; or

          (B)  utilize technology, manufacturing processes, equipment or
               skilled personnel in manner similar to that utilized by or
               under development by the Corporation; or

          (C)  involve the provision of products or services of whatever kind
               (i) to suppliers to and customers of the Corporation, and (ii)
               similar to those provided by suppliers to and customers of the
               Corporation from time to time.

          Provided, however, that a business shall be deemed to cease to be an
          Unrelated Business if the net profits after tax of such business
          exceed on average 5% of the aggregate investment of the Corporation
          in such business for two (2) out of any three (3) consecutive Years
          subsequent to the date of such Investment; and

     (z)  "Year means the financial year of the Corporation from time to time.

     Except as expressly defined in this subparagraph, those words and
     expressions defined in the Act shall have the same meanings when used in
     these Articles.


<PAGE>


                                                                            4D
Board of Directors
- ------------------

2.   A majority of the directors of the Corporation shall be Individuals who
     are not officers or employees of the Corporation or any of its Affiliates
     or related persons to such officers or employees.

Share Capital
- -------------

3.   No resolution of the Corporation purporting to:

     (a)  increase the maximum number of authorized shares of any Class of
          shares of the Corporation; or

     (b)  create a new class or series of shares having voting rights of
          whatever kind (other than on default of payment of dividends) or
          having rights to participate in the profits of the Corporation in
          whatever manner (other than a class or series convertible into
          existing classes of shares or a class or series having a fixed
          dividend or a dividend determined without regard to profits);

     shall be effective unless, in addition to any other approval required by
     the Act, such resolution is approved by ordinary resolution of the
     holders of each of the Class A Subordinate Voting Shares and Class B
     Shares voting separately as a class.

Investment Policy
- -----------------

4.   Unless specifically approved by ordinary resolution of the holders of
     each of the Class A Subordinate Voting Shares and Class B Shares voting
     separately as a class, the Corporation shall not make an investment in an
     Unrelated Business where such investment together with the aggregate of
     all other investments in Unrelated Businesses on the date thereof exceeds
     twenty per cent (20%) of the Available Equity of the Corporation at the
     end of the fiscal quarter immediately preceding the date of the
     investment.

Dividend Policy
- ---------------

5.   Unless otherwise approved by ordinary resolution of the holders of each
     of the Class A Subordinate Voting Shares and Class B Shares voting
     separately as a class, the holders of the Class A Subordinate Voting
     Shares and Class B Shares shall be entitled to receive and the
     Corporation shall pay thereon as and when declared by the board of
     directors out of the moneys of the Corporation property applicable to the
     payment of dividends, non-cumulative dividends in respect of each Year so
     that the aggregate of the dividends paid or payable in respect of such
     Year by the Corporation:

     (a)  is equal to at least ten per cent (10%) of its After-Tax Profits
          after providing for dividends on its preference shares, for the Year;
          and

     (b)  is, on average, equal to at least twenty per cent (20%) of its After-
          Tax Profits after providing for dividends on its preference shares
          for the Year and the two (2) immediately preceding Years.


<PAGE>

                                                                            4E

Distribution Policy
- -------------------

6.   Unless otherwise approved by ordinary resolution of the holders of each
     of the Class A Subordinate Voting Shares and Class B Shares voting
     separately as a class, the Corporation shall be required to make
     distributions in accordance with the following provisions:

     (a)  A minimum of seven per cent (7%) of Pre-Tax Profit of the Corporation
          for any Year shall be allocated to research and development, during
          the Year or the Year immediately following such Year;

     (b)  A maximum of two per cent (2%) of Pre-Tax Profit is of the Corporation
          for any Year shall be allocated bythe Corporation or its Affillates to
          the promotion of Social Objectives, during the Year of the Year
          Immediately following such Year;

     (c)  Ten per cent (10%) of Employee Pre Tax Profits Before Profit Sharing
          of the Corporation for any Year shall be allocated, distributed or
          deducted during the Year immediately following such Year as follows:
          (1) firstly, to the Employee Equity Participation and Profit Sharing
          Plan or to Participating Employees and Non Participating Employees
          directly in accordance with their respective entitlements pursuant to
          such plan or arrangement; and (ii) secondly in respect of the
          Corporation's obligations under the Employee Pension Plan.
          Notwithstanding the foregoing, the Corporation may allocate,
          distribute or deduct a greater amount than the amount referred above
          (such greater amount is defined as the "Excess Amount") to the extent
          that the amount available under sub-paragraph (ii), after taking into
          account the allocation and distribution under subparagraph (i)
          above, is not sufficient to satisfy the Corporation's obligations in
          respect of the Employee Pension Plan pursuant to the terms of the
          Employee Pension Plan or under applicable law;

     (d)  The aggregate incentive bonuses paid or payable to Corporate
          Management in respect of each Year of the Corporation shall not
          exceed six per cent (6%) of the Pre-Tax Profits Before Profit
          Sharing of the Corporation for such Year and base salaries shall be
          comparable to those in industry generally. Provided, however, that
          Executive Management shall have the right to allocate the amount to
          be paid to individuals within Corporate Management as well as to
          determine the timing and manner (whether by shares or cash or
          otherwise) of payment.

<PAGE>


                                  EXHIBIT "B"


                                      Commercial List Court File No. 05-CL-5713



                                    ONTARIO
                           SUPERIOR COURT OF JUSTICE

                                COMMERCIAL LIST

THE HONOURABLE                         WEDNESDAY, THE 2nd
MR. JUSTICE FARLEY                  )  DAY OF MARCH, 2005
                                    )


             IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE
             BUSINESS CORPORATIONS ACT, R.S.O. 1990, c.B.16, AS AMENDED


             AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT
             OF DECOMA INTERNATIONAL INC.

                           DECOMA INTERNATIONAL INC.


                                                                     Applicant


                                  FINAL ORDER

     THIS APPLICATION, made by the Applicant Decoma International Inc.
("Decoma") for a final order pursuant to s. 182 of the Business Corporations
Act (Ontario), R.S.O. 1990, c. B.16, as amended (the "OBCA") approving a
proposed arrangement involving Decoma and certain of its security holders (the
"Arrangement") in accordance with the terms and conditions set out in, the
plan of arrangement, was heard this day at 393 University Avenue, Toronto,
Ontario.

     ON READING the Notice of Application issued January 18, 2005, the Interim
Order of the Honourable Mr. Justice Farley dated January 24, 2005, the
Affidavit of R. David Benson sworn January 21, 2005 and the exhibits attached
thereto, the Supplementary Affidavit of R. David Benson sworn February 28,
2005 and the exhibits attached thereto, and the Affidavit of Carmen La Cavera
sworn February 4, 2005 and the exhibits thereto, and on hearing the
submissions of counsel for the Applicant and counsel for the Respondent Magna
International Inc.;

     AND UPON CONSIDERING whether the Arrangement is fair and reasonable to
parties affected,

<PAGE>


1. THIS COURT ORDERS that the Arrangement as set out in the plan of arangement
attached as Exhibit C of the Management Information Circular/Proxy Statement,
attached as Exhibit "A" to the Affidavit of Carmen La Cavera, is fair and
reasonable to the parties affected and is hereby approved in accordance with
the terms and conditions set out in the plan of arrangement, pursuant to s.
182 of the OBCA

2. THIS COURT ORDERS that Decoma shall be entitled at any time to move to vary
this final order, to seek the advice and directions of this Court as to the
implementation of this final order and to apply for such further order or
orders as may be appropriate.





                                        ---------------------------------
                                             JOSEPH P. VAN TASSEL






<TABLE>
<CAPTION>
<S>                                  <C>                                <C>

THIS IS TO CERTIFY THAT              LA PRESENT ATTEST OUE CE           ENTERED AT /INSCRITA TORONTO
THIS DOCUMENT, EACH PAGE OF          DOCUMENT. DONT CHACUNE             ON / BOOK NO:
WHICH IS STAMPED WITH THE            DES PAGES EST REVETUE DU           ___ / DANS LE REGISTRE NO.
SEAL OF THE SUPERIOR                 SCEAU DE LA COUR SUPERIEURE                           MAR 02 2005
COURT OF JUSTICE AT TORONTO.         DE JUSTICE A TORONTO, EST
IS A TRUE COPY OF THE DOCUMENT       UNE COPIE, CONFORME DU DOCUMENT
ON FILE IN THIS OFFICE               CONSERVE DANS CE BUREAU

DATED AT TORONTO THIS _____2 DAY OF MARCH 2005
FAIT A TORONTO LE        JOUR DE


_____________________________________________
REGISTRAR                       GREFFIER

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE
BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED                             Court File No: 05-CL-5713

AND IN THE. MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF
DECOMIA INTERNATIONAL INC.

- ------------------------------------------------------------------------------------------------------------------------

                                                                                   <S>            <C>
                                                                                                 ONTARIO
                                                                                        SUPERIOR COURT OF JUSTICE

                                                                                     Proceeding commenced at Toronto


                                                                                ----------------------------------------

                                                                                              FINAL ORDER

                                                                                -----------------------------------------


                                                                                   Torys LLP
                                                                                   Suite 3000
                                                                                   79 Wellington St. W.
                                                                                   Box 270, TD Centre
                                                                                   Toronto, Ontario
                                                                                   M5K 1N2 Canada

                                                                                   Linda M. Plumpton  LSUC#:38400A
                                                                                   Tel:  416.865.8193

                                                                                   Andrew Gray LSUC#: 46626V
                                                                                   Tel: 416.865.7630
                                                                                   Fax: 416.865.7380

                                                                                   Solicitors for the Applicant
                                                                                   Decoma International Inc.
</TABLE>


<PAGE>

                              BY-LAW NO. 1B-92

             A by-law relating generally to the transaction of the
               business and affairs of Magna International Inc.
                              (the "Corporation")


                                   CONTENTS


Section
- -------

1         Business of the Corporation
2         Directors
3         Delegation by the Board of Directors
4         Officers
5         Protection of Directors, Officers and Others
6         Shares
7         Meetings of Shareholders
8         Dividends and Rights
9         Notices
10        Repeal and Effective Date
11        General


BE IT ENACTED as a by-law of the Corporation as follows:

                                  Section 1

                          BUSINESS OF THE CORPORATION

1.1  Financial Year. Until changed by resolution of the board, the financial
     year of the Corporation shall end on July 31 in each year.   (see Note 1)

1.2  Execution of Contracts, etc. Contracts, documents and other instruments
     in writing requiring execution by the Corporation may be signed by any
     two directors or officers, one of whom holds the office of chairman,
     vice-chairman, president, executive vice-president, senior
     vice-president, vice-president, treasurer, assistant treasurer,
     controller or secretary, and all contracts, documents or other
     instruments in writing so signed shall be binding upon the Corporation
     without any further authorization or formality. For greater certainty,
     the corporate seal of the Corporation may but need not be affixed to such
     items. Any individual who is a director or who holds one of the offices
     named above may sign certificates and similar instruments (other than
     share certificates) on the Corporation's behalf with respect to any
     factual matters relating to the Corporation's business and affairs.
     Notwithstanding this provision, the board may from time to time direct
     the manner in which and the person or persons by whom any particular
     instrument or class of instruments may or shall be signed.

1.3  Registered Ofice. The registered office of the Corporation shall be
     situated in the municipality or geographical township within Ontario
     specified in the articles or in a special resolution and, until changed
     by resolution of the board, shall be situated at 36 Apple Creek
     Boulevard, Markham, Ontario.

1.4  Corporate Seal. Until changed by the board,
     the corporate seal of the Corporation shall              "corporate seal"
     be in the form impressed hereon.


1.5  Banking Arrangements. The banking business of the Corporation including,
     without limitation, the borrowing of money and the giving of security
     therefor, shall be transacted with such banks, trust companies or other
     bodies corporate or organizations and under such agreements, instructions
     and delegations of powers as the board, or the chairman, president, chief
     financial officer or any executive vice-president and one other officer,
     may from time to time prescribe. For greater certainty, the chairman,
     president, chief financial officer or any executive vice-president and
     one other officer shall have the authority to appoint bankers, authorize
     facsimile signatures on cheques, authorize signing officers to sign,
     endorse or deposit cheques, bills of exchange and similar



<PAGE>


                                      -2-
documents, and attend to any other matters related to the Corporation's
dealings with its bankers. (see Note 2)

1.6  Voting Rights in Other Bodies Corporate. The signing officers of the
     Corporation may execute and deliver proxies and arrange for the issuance
     of voting certificates or other evidence of the right to exercise the
     voting rights attaching to any securities held by the Corporation. Such
     instruments shall be in favour of such persons as may be determined by
     the officers executing or arranging for the same. In addition, the board
     may from time to time direct the manner in which and the person or
     persons by whom any particular voting rights or class of voting rights
     may or shall be exercised.


                                   Section 2
                                   DIRECTORS

2.1  Calling of Meetings. The chairman, the president, a quorum of the
     directors, or the secretary on the direction of any of the foregoing, may
     at any time call a meeting of the board at such time and place as they
     may determine.

2.2  Place of Meetings. Meetings of the board and of any committee of the
     board may be held at any place within or outside Ontario. In any
     financial year, a majority of the meetings of the board need not be held
     at a place within Canada.

2.3  Notice of Meetings. Notice of a meeting of the board shall be sent to
     each director not less than forty-eight hours before the time of the
     meeting provided that (i) no notice is required for the first meeting of
     the board held immediately after the shareholders' meeting at which the
     directors were elected and (ii) meetings of the board may be held at any
     time without notice if all the directors are present or if all the absent
     directors have waived notice.

2.4  Quorum for Meetings. A majority of the number of directors, one of whom
     is not an officer or employee of the Corporation or any of its
     affiliates, shall constitute a quorum for the transaction of business at
     any meeting of the board.

2.5  Chairman of Meetings. The chairman of any meeting of the board shall be
     the chairman of the Corporation if he or she is present. If the chairman
     of the Corporation is not present, the directors present shall choose one
     of their number to be chairman of the meeting.

2.6  Voting. Questions arising at any meeting of the board shall be decided by
     a majority of the votes cast. In case of an equality of votes, the
     chairman of the meeting shall be entitled to a second or casting vote in
     addition to his original vote.

2.7  Remuneration and Expenses. Until changed by, or pursuant to a delegation
     of authority from the board, the directors, other than full time
     employees, shall be paid as remuneration for their services $10,000 per
     annum and, in addition, $1,000 for each meeting of the board or of a
     committee of the board which they attend. The directors shall also be
     entitled to be reimbursed for travelling and other expenses properly
     incurred by them in attending meetings of the board or any committee
     thereof. Nothing herein contained shall preclude any director from
     serving the Corporation in any other capacity and receiving remuneration
     therefor.                                                    (see Note 3)


                                   Section 3
                     DELEGATION BY THE BOARD OF DIRECTORS


3.1  Committees of the Board. Unless otherwise determined by the board, each
     committee of the board shall have the power to fix its quorum at not less
     than a majority of its members, to elect its chairman and to regulate its
     procedure. Where the composition of the committee requires a minimum
     number of persons who are neither officers nor employees, a quorum shall
     require the presence of such minimum number.



<PAGE>


                                     - 3-

                                   Section 4

                                   OFFICERS


4.1  Appointment of Oficers. The board shall annually, or as often as may be
     required, designate such offices of the Corporation and appoint such
     officers as the board may consider advisable. None of such officers,
     other than the chairman, need be a director of the Corporation.

4.2  Duties of Oficers. The officers shall perform such duties as may be
     specified from time to time by, or pursuant to a delegation of authority
     from the board.

4.3  Term of Ofice. Every officer shall hold office during the pleasure of the
     board and shall be subject to removal from office by the board at any
     time, with or without cause.


                                   Section 5

                 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS


5.1  Limitation of Liability. No director, officer or employee shall be liable
     for the acts, receipts, neglects or defaults of any other director,
     officer or employee, or for joining in any receipt or other act for
     conformity, or for any loss, damage or expense happening to the
     Corporation through the insufficiency or deficiency of title to any
     property acquired for or on behalf of the Corporation, or for the
     insufficiency or deficiency of any security in or upon which any of the
     moneys of the Corporation shall be invested, or for any loss or damage
     arising from the bankruptcy, insolvency or tortious acts of any person
     with whom any of the moneys, securities or effects of the Corporation
     shall be invested, or for any loss or damage arising from the bankruptcy,
     insolvency or tortious acts of any person with whom any of the moneys,
     securities or effects of the Corporation shall be deposited, or for any
     loss occasioned by any error in judgment or oversight on his part, or for
     any other loss, damage or misfortune whatever which shall happen in the
     execution of the duties of his office or employment or in relation
     thereto, unless the same are occasioned by his own negligence or wilful
     default; provided that nothing herein shall relieve any director, officer
     or employee from the duty to act in accordance with the Act or from
     liability for any breach thereof.

5.2  Indemnification. The Corporation shall indemnify a director, officer,
     former director, former officer or a person who acts or acted at the
     Corporation's request as a director or officer or other similar executive
     for another body corporate or other organization of which the Corporation
     is or was a shareholder (or other type of equity-holder) or creditor, and
     such person's heirs and legal representatives, against all costs, charges
     and expenses, including an amount paid to settle an action or satisfy a
     judgment, reasonably incurred by him in respect of any civil, criminal or
     administrative action or proceeding to which he is made a party by reason
     of being or having been a director, officer or other similar executive of
     such body corporate or other organization, to the full extent permitted
     by law. The Corporation is authorized to enter into agreements evidencing
     its indemnity in favour of the foregoing persons to the full extent
     permitted by law and may purchase and maintain insurance against the risk
     of its liability to indemnify pursuant to this provision.


                                   Section 6

                                    SHARES

6.1  Share Certificates. Unless the board otherwise determines, certificates
     representing shares in respect of which a transfer agent and/or registrar
     has been appointed shall not be valid unless countersigned by or on
     behalf of such transfer agent and/or registrar.

6.2  Joint Shareholders. Where two or more persons are registered as joint
     holders of any share, any one of the registered holders may give
     effectual receipts for the certificate issued in respect thereof or for
     any dividend, bonus, return of capital or other money payable or warrant
     issuable in respect of such share.

6.3  Options. The board may from time to time allot or grant options to
     purchase the whole or any part of the authorized and unissued shares of
     the Corporation at such time and to such persons and for


<PAGE>


                                      -4-
such consideration as the board shall determine, provided that no share shall
be issued until it is fully paid as prescribed by the Act.


                                   Section 7

                           MEETINGS OF SHAREHOLDERS


7.1  Annual Meetings. The annual meeting of shareholders shall be held at such
     time in each year and at such place as the board or, failing it, the
     chairman or, failing him, the secretary may from time to time determine,
     for the purpose of considering the financial statements and reports
     required by the Act to be placed before the annual meeting, electing
     directors, appointing an auditor and transacting such other business as
     may properly be brought before the meeting.

7.2  Special Meetings. Either the board or the chairman may at any time call a
     special meeting of shareholders to be held at such time and at such place
     as they may determine.

7.3  Chairman, Secretary and Scrutineers. The chairman of any meeting of
     shareholders shall be the first mentioned of such of the following
     officers as have been appointed and who is present at the meeting:
     chairman, vice-chairman, president, an executive vice-president, or a
     vice-president who is a shareholder. If no such officer is present within
     fifteen minutes from the time fixed for holding the meeting, the persons
     present and entitled to vote shall choose one of their number to be
     chairman. If present, the secretary of the Corporation shall be secretary
     of the meeting. If the secretary is absent, the chairman of the meeting
     shall appoint another person, who need not be a shareholder, to act as
     secretary of the meeting. If desired, one or more scrutineers, who need
     not be shareholders, may be appointed by a resolution or by the chairman
     of the meeting.

7.4  Persons Entitled to be Present. The only persons entitled to be present
     at a meeting of the shareholders shall be those entitled to vote thereat,
     the directors, the auditor and others who, although not entitled to vote,
     are entitled or required under any provision of the Act or the articles
     or by-laws to be present at the meeting. Other persons may be permitted
     to attend on the invitation of the chairman of the meeting or with the
     consent of the meeting.

7.5  Quorum. A quorum for the transaction of business at any meeting of
     shareholders shall be two persons present in person, each being a
     shareholder entitled to vote thereat or a duly appointed proxy for an
     absent shareholder so entitled.

7.6  Time Limit for Deposit of Proxies. A proxy shall be acted on only if,
     prior to the time (if any) specified in the notice calling a meeting of
     shareholders, it shall have been deposited with the Corporation or an
     agent thereof specified in such notice or, if no such time is specified
     in such notice, it has been received by the secretary of the Corporation
     or by the chairman of the meeting prior to the time of voting.

7.7  Casting Vote. In case of an equality of votes at any meeting of
     shareholders either upon a show of hands or upon a ballot, the chairman
     of the meeting shall be entitled to a second or casting vote in addition
     to the vote or votes to which he may be entitled as a shareholder or
     proxy nominee.

7.8  Show of Hands. Where a question at a meeting of shareholders is decided
     by a show of hands, every person who is present and entitled to vote
     shall have one vote.

7.9  Ballots. Where a ballot is required or demanded to decide any question at
     a meeting of shareholders, the ballot shall be taken in such manner as
     the chairman of the meeting shall direct. A requirement or demand for a
     ballot may be withdrawn at any time prior to the taking of the ballot.
     The result of a ballot shall be the decision of the shareholders upon the
     said question.

7.10 Shareholder Proposals. Any shareholder who has submitted a proposal to
     the Corporation relating to action which he desires to be taken at the
     next shareholders' meeting, of which the Corporation has given notice to
     shareholders, may discuss his proposal at the meeting to which it
     relates. Whenever the Corporation has not given notice of the proposal
     upon one or more of the grounds for refusal set forth in the Act, the
     shareholder does not have the right to discuss his proposal and, if he
     attempts to do so, the chairman of the meeting may rule him out of order.


<PAGE>


                                      -5-
                                   Section 8

                             DIVIDENDS AND RIGHTS


8.1  Dividend Payments. A dividend payable in cash shall be paid by cheque
     drawn on an account with any of the Corporation's bankers to the order of
     each registered holder of shares of the class or series in respect of
     which it has been declared and mailed by prepaid ordinary mail to such
     registered holder at his recorded address, unless such holder otherwise
     directs. In the case of joint holders the cheque shall, unless such joint
     holders otherwise direct, be made payable to the order of all of such
     joint holders and mailed to them at their recorded address. The mailing
     of such cheque as aforesaid, unless the same is not paid on due
     presentation, shall satisfy and discharge the liability for the dividend
     to the extent of the sum represented thereby plus the amount of any tax
     which the Corporation is required to and does withhold.

8.2  Non-receipt of Dividend Cheques. In the event of non-receipt of any
     dividend cheque by the person to whom it is sent as aforesaid, the
     Corporation shall issue to such person a replacement cheque for a like
     amount on such terms as to indemnity, reimbursement of expenses and
     evidence of non-receipt and of title as the secretary may from time to
     time prescribe.

8.3  Unclaimed Dividends. Any dividend unclaimed after a period of six years
     from the date on which the same has been declared to be payable shall be
     forfeited and shall revert to the Corporation.


                                   Section 9

                                    NOTICES

9.1  Method of Giving Notice. Any notice (which term includes any
     communication or document) to be given (which term includes sent,
     delivered or served) pursuant to the Act, the articles, the by-laws or
     otherwise to a shareholder, director, officer, auditor or member of a
     committee of the board shall, subject to the provisions of the Act, be
     sufficiently given if delivered personally to the person to whom it is to
     be given or if delivered to his recorded address or if mailed to him at
     his recorded address by prepaid ordinary or air mail or if sent to him at
     his recorded address by any means of prepaid transmitted or recorded
     communication. A notice so delivered shall be deemed to have been given
     when it is delivered personally or to the recorded address as aforesaid;
     a notice so mailed shall be deemed to have been given when deposited in a
     post office or public letter box and shall be deemed to have been
     received on the fifth day after so depositing; and a notice so sent by
     any means of transmitted or recorded communication shall be deemed to
     have been given when dispatched or delivered to the appropriate
     communication company or agency or its representative for dispatch. The
     secretary may change or cause to be changed the recorded address of any
     shareholder, director, officer, auditor or member of a committee of the
     board in accordance with any information believed by him to be reliable.
     The recorded address of a director shall be his latest address as shown
     in the records of the Corporation or in the most recent notice filed
     under the Corporations Information Act, whichever is the more current. In
     its discretion, the Corporation may cause any notice to be published on
     three occasions in one or more Canadian newspapers published in each city
     in which there are at least fifty shareholders. Such newspaper notices
     need not reproduce the material which accompanies the notice if the
     newspaper notice includes information as to places where shareholders may
     attend to collect such accompanying material.

9.2  Notice to Joint Shareholders. If two or more persons are registered as
     joint holders of any share, any notice shall be addressed to all of such
     joint holders but notice to one of such persons shall be sufficient
     notice to all of them.

9.3  Computation of Time. In computing the date when notice must be given
     under any provision of this by-law requiring a specified number of days
     notice of any meeting or other event, the date of giving the notice and
     the last day of the notice period shall be excluded and, if the last day
     of the notice period is a Sunday or a holiday, the notice period shall
     terminate on the next day following that is not a Sunday or a holiday.

9.4  Undelivered Notices. If any notice given to a shareholder pursuant to
     this by-law is returned on three consecutive occasions because he cannot
     be found, the Corporation shall not be required to give any further
     notices to such shareholder until he informs the Corporation in writing
     of his new address.


<PAGE>


                                      -6-
9.5  Omissions and Errors. The accidental omission to give any notice to any
     shareholder, director, officer, auditor or member of a committee of the
     board or the non-receipt of any notice by any such person or any error in
     any notice not affecting the substance thereof shall not invalidate any
     action taken at any meeting held pursuant to such notice or otherwise
     founded thereon.

9.6  Persons Entitled by Death or Operation of Law. Every person who, by
     operation of law, transfer, death of a shareholder or any other means
     whatsoever, shall become entitled to any share, shall be bound by every
     notice in respect of such share which shall have been duly given to the
     shareholder from whom he derives his title to such share prior to his
     name and address being entered on the securities register (whether such
     notice was given before or after the happening of the event upon which he
     became so entitled) and prior to his furnishing to the Corporation the
     proof of authority or evidence of his entitlement prescribed by the Act.

9.7  Waiver of Notice. Where a notice or document is required by the Act, the
     articles, the by-laws or otherwise, the notice may be waived or the time
     for the sending of the notice or document may be waived or abridged at
     any time with the consent in writing of the person entitled thereto.


                                  Section 10

                           REPEAL AND EFFECTIVE DATE

10.1 Repeal. Upon the enactment of this by-law by the board, By-law No. 1A-83
     of the Corporation is repealed provided that such repeal shall not affect
     the previous operation of such by-law or affect the validity of any act
     done or right, privilege, obligation or liability acquired or incurred
     under the validity of any contract or agreement made pursuant to such
     by-law prior to its repeal. All officers and persons acting under such
     by-law so repealed shall continue to act as if appointed under the
     provisions of this by-law and all resolutions of the shareholders or
     board with continuing effect passed under such repealed by-law shall
     continue good and valid except to the extent inconsistent with this
     by-law and until amended or repealed.

10.2 Efective Date. This by-law shall become effective immediately upon its
     enactment by the board, but is subject to confirmation or rejection at
     the next meeting of shareholders.


                                  Section 11

                                    GENERAL

11.1 Corporate Terms. In this by-law and all other by-laws of the Corporation,
     unless the context requires otherwise, the terms "articles", "auditors",
     "board", "chairman", "chief financial officer", "directors", "employees",
     "executive vice-presidents", "officers", "president", "secretary",
     "shareholders", "special resolutions", "vice-chairman" and
     "vice-presidents" mean, respectively, the articles, auditors, board of
     directors, chairman of the board, chief financial officer, directors,
     employees, executive vice-presidents, officers, president, secretary,
     shareholders, special resolutions, vice-chairman and vice-presidents (if
     any, in certain cases) of the Corporation at the relevant time.

11.2 Business Corporations Act. In this by-law, "Act" means the Business
     Corporations Act (Ontario) and the regulations thereto, as such may be
     amended or substituted from time to time. Unless otherwise defined in
     this by-law or the context requires otherwise, words and expressions
     defined in the Act shall have the same meanings when used herein.

11.3 Number of Directors. In this by-law, the term "number of directors" means
     the number of directors provided for in the articles or, whenever a
     minimum and maximum number of directors is provided for in the articles,
     the number of directors shall be such number as may be determined from
     time to time by special resolution or, if the special resolution empowers
     the directors to determine the number, such number as may be determined
     by resolution of the directors.

11.4 Interpretation. In this by-law, words importing the singular include the
     plural and vice versa; words importing any gender include any other
     gender; and words importing persons include individuals, bodies
     corporate, partnerships, trusts and unincorporated organizations.


<PAGE>


                                     - 7-


11.5 Invalidity. The invalidity or unenforceability of any provision of this
     by-law shall not affect the validity or enforceability of the remaining
     provisions of this by-law.

     ENACTED the 11th day of August, 1992.




     "Frank Stronach"                            "Gary M. Cohn"
- ----------------------------            -------------------------------
        Chairman                                    Secretary





At a Special Meeting of Shareholders held on September 17, 1992, the
shareholders of the Corporation confirmed By-law No. 1B-92 as a by-law of the
Corporation.



<PAGE>

                           Notes to By-law No. 1B-92
                                (the "By-law")

                           MAGNA INTERNATIONAL INC.
                           ------------------------
                              (the "Corporation")


Note 1

On September 21, 1998, the board of directors of the Corporation passed a
resolution changing the financial year end from July 31 to December 31 which
became effective for the financial period August 1, 1998 to December 31, 1998.




Note 2

On October 22, 1997, the board of directors of the Corporation passed a
resolution changing the municipality in which its registered office was
located from 36 Apple Creek Boulevard, Markham, Ontario L3R 4Y4 in the Town of
Markham to 337 Magna Drive, Aurora, Ontario L4G 7K1 in the Town of Aurora and
authorized the filing of Articles of Amendment confirming same which Articles
were filed on December 17, 1997.



Note 3

The board of directors of the Corporation passed resolutions on the following
dates, amending the remuneration paid to directors, namely: December 6, 1995,
May 11, 1998, January 28, 2000, May 8, 2002 and January 13, 2004.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>efc5-1680_emailex51.txt
<TEXT>
                                  Exhibit 5.1
                   Opinion of Sidley Austin Brown & Wood LLP



                                    E-5.1

<PAGE>

                        SIDLEY AUSTIN BROWN & WOOD LLP

      BEIJING                787 SEVENTH AVENUE              LOS ANGELES
       ----               NEW YORK, NEW YORK 10019               ----
     BRUSSELS             TELEPHONE 212 839 5300               NEW YORK
       ----                FACSIMILE 212 839 5599                ----
      CHICAGO                  www.sidley.com               SAN FRANCISCO
       ----                                                      ----
      DALLAS                   FOUNDED 1866                    SHANGHAI
       ----                                                      ----
      GENEVA                                                  SINGAPORE
       ----                                                      ----
     HONG KONG                                                   TOKYO
       ----                                                      ----
       LONDON                                               WASHINGTON, D.C.


WRITER'S DIRECT NUMBER                                WRITER'S E-MAIL ADDRESS




                               September 9, 2005


Magna International Inc.
337 Magna Drive, Aurora
Ontario, Canada L4G 7K1

Ladies and Gentlemen:

          We have acted as counsel for Magna International Inc., a corporation
organized under the laws of the Province of Ontario, Canada (the "Company"),
in connection with the proposed filing with the Securities and Exchange
Commission expected to be made on or about September 9, 2005 under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement") for the purpose of registering 400,000 Class A
Subordinate Voting Shares, without par value (the "Class A Shares"), of Magna
International Inc., together with such indeterminable amount of interests (the
"Interests") in The Magna Group of Companies Retirement Savings Plan (the
"Plan"), as may be purchased with contributions under the Plan. In such
capacity, we have examined the Articles of Arrangement and general By-Law of
the Company, the Plan, and such other documents of the Company as we have
deemed necessary or appropriate for the purposes of the opinion expressed
herein.

          Based upon the foregoing, we advise you that, in our opinion, (i)
the Class A Shares purchased with contributions under the Plan will be legally
issued, fully paid and nonassessable and (ii) the Interests, to the extent
such Interests vest to the benefit of the participants in the Plan, will have
been duly and validly authorized and will be valid Interests.

          We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement.

                                           Very truly yours,


                                           /s/ Sidley Austin Brown & Wood LLP



       SIDLEY AUSTIN BROWN & WOOD LLP IS A LIMITED LIABILITY PARTNERSHIP
 PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>efc5-1680_5679810ex231.txt
<TEXT>
                                 Exhibit 23.1
                         Consent of Ernst & Young LLP

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The Magna Group of Companies Retirement Savings Plan
of our report dated February 28, 2005 with respect to the consolidated
financial statements of Magna International Inc. as at December 31, 2004 and
2003, and for each of the years in the three-year period ended December 31,
2004, incorporated by reference in its Annual Report (Form 40-F) for the year
ended December 31, 2004 filed with the Securities and Exchange Commission.

  Toronto, Canada                                         /s/ Ernst & Young LLP
  September 9, 2005                                       Chartered Accountants









                                    E-23.1
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
