CRIIMI MAE INC
RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>cmm_401k-pln.txt
<DESCRIPTION>RETIREMENT PLAN
<TEXT>


                                                                EXHIBIT 10(y)






                                    PROTOTYPE
                              DEFINED CONTRIBUTION
                                 RETIREMENT PLAN
                                 Basic Plan # 01















                                 AccuDraft, Inc.
                          940 Centre Circle, Suite 2020
                           Altamonte Springs, FL 32714
                               Tel (407) 774-8321
                               Fax (407) 774-0389


<PAGE>


                                    ACCUDRAFT
                 PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN
                                    PREAMBLE

This document is a basic Prototype Defined Contribution Retirement Plan. The
sponsor of this prototype is ACCUDRAFT, INC. (hereafter "Accudraft") or its
successor (hereinafter sometimes referred to as the Prototype Sponsor).
ACCUDRAFT has designated the Prototype Defined Contribution Retirement Plan as
Basic Plan Number 01. Basic Plan 01 and its companion Adoption Agreement include
provisions for a money purchase plan, a profit sharing plan, and a 401(k) plan.

A Sponsoring Employer may adopt one or more plans by completing and executing an
Adoption Agreement for each type of plan adopted. A Sponsoring Employer may
adopt and utilize this prototype agreement to establish a trust or custodial
agreement to hold retirement plan assets; and may adopt one or more other trusts
to hold some or all retirement plan assets. The documents mentioned in this
section, taken together, constitute the ACCUDRAFT Prototype Defined Contribution
Retirement Plan and Trust. The word prototype means prototype as used herein.

     A. CLASSIFICATION OF PLANS: The Adoption Agreements and the Basic Plan they
accommodate include six Adoption Agreements as part of the Basic Plan: Each type
of  plan  is  either  Standardized  and  Non-Standardized.  Each  such  Adoption
Agreement  includes the ability for the Sponsoring  Employer to adopt provisions
for one (1) of the following  types of plans;  profit  sharing,  money  purchase
pension,  or 401(k)  cash or  deferred.  Under  certain  circumstances,  where a
Sponsoring Employer utilizes a Standardized Adoption Agreement, qualification of
the plan is assured,  and the Sponsoring Employer need not apply to the Employee
Plans  Determinations of the Internal Revenue Service for a determination letter
in order to obtain reliance that the plan is qualified.  This reliance procedure
does not  apply  where  the  Sponsoring  Employer  utilizes  a  Non-Standardized
Adoption Agreement. The Defined Contribution Retirement Plan Adoption Agreements
permit both integrated and  non-integrated  formulas,  though these terms do not
appear in the title of the  Adoption  Agreements.  A defined  contribution  plan
using an  integrated  formula for  allocation of Employer  contributions  and/of
forfeitures is "integrated." The term "integrated"  means a plan which relies on
disparities  permitted  by Code  section  401(a)(5)  and 401(l) to  satisfy  the
non-discrimination requirements of Code Section 401(a)(4).

     B. PAIRED PLANS:  References to paired plans are  references to two or more
Adoption  Agreements adopted by the same Sponsoring Employer under the Prototype
Defined Benefit Plan and Prototype Defined  Contribution Plan. Two or more plans
are paired if, and only if, these  requirements are satisfied:  1) each Adoption
Agreement  uses  a   Standardized   form,  2)  not  more  than  one  plan  is  a
non-integrated  profit sharing plan, except that two plans may be non-integrated
profit  sharing  plans if one includes  cash or deferred  provisions  under Code
Section  401(k) and the other  does not,  3) not more than one plan is a defined
contribution  pension  plan,  4) not more  than one  plan is a  defined  benefit
pension  plan,  5) not more than one plan is  integrated,  6) Section 8.4 of the
Adoption Agreement for each plan is completed by showing each other paired plan,
and 7) all plans have the same plan year.

     C. AMENDMENT BY SPONSORING EMPLOYER:  The Sponsoring Employer may amend the
plan,  trust  agreement,  or  custodial  agreement at any time.  The  Sponsoring
Employer's  right to amend the plan is  subject  to these  restrictions:  (1) no
amendment  may permit any plan  assets to revert to the  Employer or be used for
any  purpose  other  than   providing   benefits  to   participants   and  their
beneficiaries unless such amendment strictly conforms with an explicit provision
of the Code or ERISA which  contemplates  a reversion;  (2) no  amendment  shall
decrease a  participant's  account;  and (3) no  amendment  shall  eliminate  an
optional form of distribution  with respect to a participant's  account existing
on the date the elimination  would  otherwise  occur,  unless  permitted by law,
regulation   of  ruling  or  as  provided  in  Section  5.22  and  Section  9.1.
Furthermore,  no  amendment  to the plan shall have the effect of  decreasing  a
participant's  vested interest determined without regard to such amendment as of
the  later  of the  date  such  amendment  is  adopted  or the  date it  becomes
effective.

     D.  ADDITIONAL  RESTRICTIONS  TO RETAIN  PROTOTYPE  STATUS:  The Sponsoring
Employer  may  amend  the plan by  completing  a new  Adoption  Agreement  on an
approved  prototype  form or by executing an Adoption  Agreement  addendum.  The
Sponsoring  Employer  may  also  amend  the  plan by  adding  a model  amendment
published by the Internal Revenue Service which  specifically  provides that its
adoption will not cause the plan to be treated as individually  designed. If the
Sponsoring  Employer amends in any other way, including an amendment designed to
obtain a funding  waiver under Code Section  412(d),  the amended plan ceases to
enjoy the  status of a  prototype  plan  approved  in  advance as to form by the
Internal  Revenue  Service.  This  restriction  is not  intended  to  prevent an
adopting Sponsoring Employer from incorporating  provisions necessary to satisfy
Code Section 415 or to avoid duplicating minimum benefits under Code Section 416
because of the required aggregation of multiple plans.

     E.  AMENDMENT OF PROTOTYPE:  ACCUDRAFT  may amend the prototype  retirement
program at any time provided the

                                   Preamble 1

<PAGE>

documents,  as amended,  continue to constitute  prototype retirement plans
approved by Employee Plans  Determinations  of the Internal Revenue Service.  In
the case of a mass submitter plan, the mass submitter  amends the plan on behalf
of the  sponsoring  organization.  This right of  amendment  applies only to the
preapproved forms, not the insertions a Sponsoring  Employer makes in the course
of completing the form.

     ACCUDRAFT shall make reasonable efforts to give each Sponsoring Employer at
least 60 days advance notice before  adopting an amendment.  However,  ACCUDRAFT
may shorten this 60 day notice period if necessary due to special circumstances.
In  connection  with any  amendment,  ACCUDRAFT  may request  that a  Sponsoring
Employer have a new Adoption Agreement  executed.  If a Sponsoring  Employer has
not done so 30 days after the date of request,  such Sponsoring  Employer's plan
ceases to enjoy the status of a prototype plan approved in advance as to form by
the Internal Revenue Service.

     (1) Effect of amendment of  prototype:  If ACCUDRAFT  amends the  prototype
retirement  program,  the plan of each Sponsoring  Employer is deemed amended to
the same extent unless the  Sponsoring  Employer  takes  action,  within 30 days
after the  amendment  is  adopted  to nullify  its  effect  with  respect to the
Sponsoring  Employer's  plan. If a Sponsoring  Employer  takes such action,  the
Sponsoring  Employer's  plan  ceases to enjoy the  status  of a  prototype  plan
approved in advance as to form by the  Internal  Revenue  Service and becomes an
individually tailored plan.

     (2)  Limitation  on  amendment  of  prototype:  ACCUDRAFT  may not make any
amendment which, by virtue of paragraph D. above, a Sponsoring Employer would be
constrained from making.

     F.  REQUIREMENTS  FOR  UTILIZATION  OF PROTOTYPE  RETIREMENT  PROGRAM:  The
prototype  retirement program is made available for use by Sponsoring  Employers
who meet certain requirements  established by ACCUDRAFT.  These requirements are
set forth in a statement published by ACCUDRAFT and titled "ACCUDRAFT  Prototype
Retirement Program  Requirements for Utilization by Sponsoring  Employers." This
statement also sets forth the commitment of ACCUDRAFT  respecting future changes
in these requirements.  Unless ACCUDRAFT agrees otherwise:  1) a plan may not be
adopted,  using the prototype retirement program, by any Sponsoring Employer who
does not meet these  published  requirements,  and 2) if a  Sponsoring  Employer
ceases  to meet  them,  any plan  which  that  Sponsoring  Employer  established
utilizing this prototype ceases to enjoy the status of a prototype plan approved
in  advance  as  to  form  by  the  Internal  Revenue  Service  and  becomes  an
individually tailored plan.

     G. ESTRICTION  GOVERNING  SUCCESSOR PLAN USE: It is contemplated  that this
prototype  retirement  program  may be used to continue  previously  established
plans.  In  this  successor  plan  use,   execution  of  an  Adoption  Agreement
constitutes  an amendment to the original  plan.  The provisions of paragraph C.
are fully applicable to that amendment.








                                   Preamble 2

<PAGE>


                                    ARTICLE 1
                                   DEFINITIONS

     1.1 ACP or ACP TEST: The term ACP means the Average Contribution Percentage
as defined in Section 1.10(e).  The term ACP Test means the Average Contribution
Percentage  Test.

     1.2 ACTUAL DEFERRAL  PERCENTAGE  TEST: The term Actual Deferral  Percentage
(or ADP) Test means either of the following  nondiscrimination tests for certain
Employer contributions:

     If prior year testing is chosen in Section 3.8 of the  Adoption  Agreement,
the ADP for  Participants  who are HCEs for the Plan  Year will not  exceed  the
prior Plan  Year's ADP for  Participants  who were NHCEs for the prior Plan Year
multiplied by 1.25; or the ADP for  Participants  who are HCEs for the Plan Year
will not exceed the prior Plan  Year's ADP for  Participants  who were NHCEs for
the prior Plan Year  multiplied by 2.0,  provided that the ADP for  Participants
who are HCEs does not  exceed  the ADP for  Participants  who were  NHCEs in the
prior Plan Year by more than 2 percentage  points.  Any  qualified  non elective
contribution (QNEC) or qualified matching  contribution (QMAC) for the plan year
preceding  the current  plan year of testing may be  included in  determining  a
participant's  ADP and ACP if made in  accordance  with the rules of IRS  Notice
98-1.  The plan may be  amended at any time to change to the  current  plan year
testing  method.  In the case of the first Plan Year in which any Participant is
permitted  to  make  Elective  Deferrals  to the  Plan  (unless  this  Plan is a
successor  Plan), the amount taken into account as the prior Plan Year's ADP for
Participants who were NHCEs in the prior Plan Year will be 3%, or if greater the
ADP for the first plan year.

     If the plan is an amended plan and the original  effective date is prior to
January 1, 2001,  notwithstanding the foregoing,  the Administrator may elect to
use current Plan Year data in  determining  the ADP Test for the Plan Year which
begins in 1997,  1998, 1999 or 2000 as specified in the Addendum to the Adoption
Agreement.

     The  Administrator  can elect to change from prior year  testing to current
year testing at any time for any Plan Year.

     If current year testing is chosen in Section 3.8 of the Adoption Agreement,
the ADP for  Participants who are HCEs for the Plan Year will not exceed the ADP
for  Participants who are NHCEs for the Plan Year multiplied by 1.25; or the ADP
for  Participants  who are HCEs for the Plan  Year will not  exceed  the ADP for
Participants  who are NHCEs for the Plan Year  multiplied by 2.0,  provided that
the ADP for  Participants  who are HCEs does not exceed the ADP for Participants
who are NHCEs by more than 2 percentage points.

     If prior year testing has never been utilized for any prior Plan Year,  the
Administrator can elect to change to prior year testing at any time for any Plan
Year.  The  Administrator  can also elect to change to prior year testing if the
Plan has been  using the  current  year  testing  method  for the  lesser of the
preceding  5 Plan  Years  or the  number  of Plan  Years  the  Plan  has been in
existence. Otherwise the Administrator can elect to change to prior year testing
if the Plan otherwise meets one of the conditions in Notice 98-1 (or superseding
guidance) for changing from the current year testing method.

     The ADP Test for any Plan Year will be determined  in  accordance  with the
following provisions:

     (a) Actual Deferral  Percentage:  The term Actual  Deferral  Percentage (or
ADP)  means,  for a  specified  group of  Participants  for the Plan Year  being
tested, the average of the ratios calculated  separately for each Participant in
such group of (1) the amount of certain Employer  contributions actually paid on
behalf  of  such  Participant  for  the  Plan  Year,  to (2)  the  Participant's
applicable Compensation for such Plan Year.

     For purposes of the ADP Test Employer  contributions  made on behalf of any
Participant will include a Participant's  Elective  Deferrals,  including Excess
Elective  Deferrals (as defined in Section 5.16) of HCEs,  but excluding  Excess
Elective  Deferrals of NHCEs that arise solely from Elective  Deferrals  made to
this Plan or any other plans maintained by this Employer and Elective  Deferrals
that are taken into  account in the ACP Test if the ADP Test is  satisfied  both
with and without exclusion of these Elective Deferrals;  and all QMACs and QNECs
to the  extent  needed  to meet  the ADP  Test.  In  computing  Actual  Deferral
Percentages,  an Employee who would be a Participant but for the failure to make
Elective  Deferrals will be treated as a Participant on whose behalf no Elective
Deferrals are made.


     (b) Highly  Compensated  Employees:  A Participant is a Highly  Compensated
Employee  for a  particular  Plan Year if he or she meets  the  definition  of a
Highly  Compensated  Employee in effect for that Plan Year. A  Participant  is a
Non-Highly Compensated Employee for a particular Plan Year if he or she does not
meet the  definition  of a Highly  Compensated  Employee in effect for that Plan
Year. The ADP for any Participant who is a Highly  Compensated  Employee for the

                                      1-22

<PAGE>

Plan Year and who is  eligible  to have  Elective  Deferrals  (and QNECs or
QMACs,  or both, if treated as Elective  Deferrals for purposes of the ADP Test)
allocated to his or her  accounts  under two or more  arrangements  described in
Code section  401(k) that are  maintained by this Employer will be determined as
if such Elective  Deferrals (and, to the extent  applicable,  QNECs or QMACs, 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 will be  treated  as a single  arrangement.  Notwithstanding  the
foregoing,   certain   plans  will  be  treated  as  separate   if   mandatorily
disaggregated under regulations under Code section 401(k).

     (c) Other Rules:  In  determining  the ADP Test, (1) if this Plan satisfies
the  requirements of Code section  401(k),section  401(a)(4),  or section 410(b)
only if aggregated  with one or more other plans,  or if one or more other plans
satisfy such  requirements  only if aggregated with this Plan, then this Section
will be applied by determining  the ADP of Employees as if all such plans were a
single plan.  Plans may be  aggregated  in order to satisfy Code section  401(k)
only if they have the same Plan Year and use the same ADP  testing  method;  (2)
Elective  Deferrals,  QNECs and QMACs  must be made  before  the last day of the
twelve-month  period immediately  following the Plan Year to which contributions
relate;  (3) the Administrator  will maintain records  sufficient to demonstrate
satisfaction  of the ADP test and the amount of QNECs or QMACs, or both, used in
such test;  (4) the  determination  and treatment of the ADP of any  Participant
will satisfy such other  requirements  as may be  prescribed by the Secretary of
the Treasury;  and (5) iIf prior year testing is chosen,  any adjustments to the
Non-Highly  Compensated  Employee  ADP for the  prior  Plan Year will be made in
accordance with Notice 98-1 and any superseding guidance.

     (d) ADP Test Deemed  Satisfied In A Safe Harbor Year:  The ADP Test will be
deemed to be  satisfied  in any Plan Year in which the  Employer,  pursuant to a
Safe Harbor Notice,  makes a Safe Harbor Matching  Contribution or a Safe Harbor
Non- Elective  Contribution  to this Plan, or in which the Employer makes a Safe
Harbor  Contribution  to another  defined  contribution  plan  maintained by the
Employer.

     (e) ADP or ADP TEST: The term ADP means the Actual  Deferral  Percentage as
defined  in  Section  1.2(a).  The term  ADP  Test  means  the  Actual  Deferral
Percentage Test.

     1.3  ADMINISTRATOR OR PLAN  ADMINISTRATOR:  The term  Administrator or Plan
Administrator  means the Sponsoring  Employer  unless another  Administrator  is
appointed by the Sponsoring Employer in Section 1.9 of the Adoption Agreement.

     1.4 ADOPTING  EMPLOYER:  The term Adopting  Employer means any entity which
adopts  this Plan with the consent of the  Sponsoring  Employer.  An  Employee's
transfer to or from any Employer or Adopting Employer will not affect his or her
Participant's  Account  balance,  total Years of Service (or Periods of Service)
and total  Years of  Service  as a  Participant  (or  Periods  of  Service  as a
Participant).

     Notwithstanding any other provision in the Plan to the contrary, unless the
Plan is a  collectively  bargained plan  described in Internal  Revenue  Service
Regulation section  1.413-1(a) the following  provisions will apply with respect
to any Adopting  Employer that is not an Affiliated  Employer of the  Sponsoring
Employer:

     (a)  Employees  of the Adopting  Employer  will be treated  separately  for
purposes  of  testing  under  Code  section  401(a)(4),  section  401(a)(26)  if
applicable,  section 401(k),  section 401(m) and, if the Sponsoring Employer and
the Adopting Employer do not share Employees, section 416;

     (b) Employees of the Adopting  Employer will be treated as part of a single
employer plan for purposes of  eligibility  to  participate  under Article 2 and
Code section 410(a);

     (c)  contributions  made to the Plan by any such Adopting  Employer will be
held in a common Trust Fund with contributions  made by the Sponsoring  Employer
and other Adopting  Employers,  and all such  contributions will be available to
pay the benefits of any Participant (or Beneficiary  thereof) who is an Employee
of the Sponsoring Employer or any such Adopting Employer; 1-3

     (d) the terms of Code  section  410(b)  will be  applied  separately  on an
employer-by-employer   basis  by  the  Sponsoring  Employer  (and  the  Adopting
Employers  which are part of the Affiliated  Group which includes the Sponsoring
Employer) and each Adopting  Employer that is not an Affiliated  Employer of the
Sponsoring  Employer,   taking  into  account  the  generally  applicable  rules
described in Code section 401(a)(5) and section 414(b) and (c);


                                      2-22

<PAGE>

     (e) the terms of Code section 411 relating to vesting will be applied as if
all Employees of all such Adopting  Employers and the  Sponsoring  Employer were
employed by a single employer, except that the rules regarding Breaks in Service
will be applied under such  regulations as may be prescribed by the Secretary of
the Treasury; and

     (f) the  failure of either the  Sponsoring  Employer  or any such  Adopting
Employer to satisfy the  qualification  requirements of Code section 401(a),  as
modified by Code section 413(c), will result in the disqualification of the Plan
for all Employers maintaining the Plan.

     An Adopting Employer may terminate  participation in the Plan by delivering
written notice to the Sponsoring  Employer,  the  Administrator and the Trustee;
but in accordance with Article 9, only the Sponsoring Employer may terminate the
Plan.  If a request  for and  approval of a transfer of assets from this Plan to
any successor  qualified  retirement plan maintained by the Adopting Employer or
its successor is not made in accordance with Section 9.2, the  Participants  who
are no longer  Employees on account of the Adopting  Employer  terminating  it's
participation  in the Plan shall only be entitled to the  commencement  of their
benefits  a) in the  case of  Participants  who are no  longer  Employees  of an
Adopting Employer that is an Affiliated Employer of the Sponsoring Employer,  in
accordance  with  Article  5  after  their  death,  retirement,   Disability  or
Termination  of  Employment  from  the  Adopting  Employer  or  former  Adopting
Employer;  and b) in the case of Participants  who are no longer Employees of an
Adopting Employer that is not an Affiliated Employer of the Sponsoring Employer,
within a reasonable  time  thereafter as if the Plan had been  terminated  under
Section 9.1 and 9.2.

     1.6  AFFILIATED  EMPLOYER:  The term  Affiliated  Employer means any of the
following  of  which  the any  Employer  is a part:  (1) a  controlled  group of
corporations as defined in Code section 414(b); (2) a trade or business (whether
or not  incorporated)  under common control under Code section  414(c);  (3) any
organization  (whether or not  incorporated)  which is a member of an affiliated
service group under Code section 414(m); and (4) any other entity required to be
aggregated under Code section 414(o).

     1.7 AGE: The term Age means actual attained age unless otherwise specified.

     1.8 ANNIVERSARY  DATE: The term Anniversary Date means the first day of the
Plan Year, unless elected  otherwise by the Sponsoring  Employer in Section 1.12
of the Adoption Agreement.

     1.9 ANNUITY  STARTING DATE: The term Annuity  Starting Date means the first
day of the first  period  for which an amount is paid as an  annuity  or, in the
case of a benefit  not  payable as an  annuity,  the first day all  events  have
occurred  which entitle the  Participant  to such benefit.  The first day of the
first period for which a benefit is to be received by reason of Disability  will
be treated as the Annuity Starting Date only if such benefit is not an auxiliary
benefit.

     1.10 AVERAGE  CONTRIBUTION  PERCENTAGE TEST: The term Average  Contribution
Percentage   (or  ACP)  Test  means  the   greater  of  one  of  the   following
nondiscrimination  tests for certain Employer Matching and non-matching Employer
Contributions and Employee contributions:

     If prior year testing is chosen in Section 3.8 of the  Adoption  Agreement,
the ACP for  Participants  who are HCEs for the Plan  Year will not  exceed  the
prior Plan  Year's ACP for  Participants  who were NHCEs for the prior Plan Year
multiplied by 1.25; or the ACP for  Participants  who are HCEs for the Plan Year
will not exceed the prior Plan  Year's ACP for  Participants  who were NHCEs for
the prior Plan Year  multiplied by 2.0,  provided that the ACP for  Participants
who are HCEs does not  exceed  the ACP for  Participants  who were  NHCEs in the
prior Plan Year by more than 2 percentage  points.  Any  qualified  non elective
contribution (QNEC) or qualified matching  contribution (QMAC) for the plan year
preceding  the current  plan year of testing may be  included in  determining  a
participant's  ADP and ACP if made in  accordance  with the rules of IRS  Notice
98-1.  The plan may be  amended at any time to change to the  current  plan year
testing method.

     In the  case of the  first  Plan  Year  in  which  this  Plan  permits  any
Participant to make Employee contributions, provides for Matching Contributions,
or both (unless this Plan is a successor Plan), the amount taken into account as
the prior Plan Year's ACP for Participants who were NHCEs in the prior Plan Year
will be 3%, or if greater, the first Plan Year's ACP.

     If the plan is an amended plan with an original  effective date is prior to
January 1, 2001,  notwithstanding the foregoing,  the Administrator may elect to
use current Plan Year data in  determining  the ACP Test for the Plan Year which
begins in 1997, 1998, 1999, 2000 and/or 2001.

     If current year testing is chosen in Section 3.8 of the Adoption Agreement,
the ACP for  Participants  who are HCEs for the Plan  Year will not  exceed  the
prior  Plan  Year's  ACP for  Participants  who are  NHCEs  for  the

                                      3-22

<PAGE>

Plan Year multiplied by 1.25; or the ACP for  Participants who are HCEs for
the Plan Year will not  exceed  the ACP for  Participants  who are NHCEs for the
Plan Year multiplied by 2.0, provided that the ACP for Participants who are HCEs
does not exceed the ACP for Participants who are NHCEs by more than 2 percentage
points.

     If prior year testing has never been utilized for any prior Plan Year,  the
Administrator can elect to change to prior year testing at any time for any Plan
Year.  The  Administrator  can also elect to change to prior year testing if the
Plan has been  using the  current  year  testing  method  for the  lesser of the
preceding  5 Plan  Years  or the  number  of Plan  Years  the  Plan  has been in
existence. Otherwise the Administrator can elect to change to prior year testing
if the Plan otherwise meets one of the conditions in Notice 98-1 (or superseding
guidance) for changing from the current year testing method.

     The ACP Test for any Plan Year will be determined as follows:

     (a)  Multiple  Use:  If one or  more  HCEs  participate  in  both a cash or
deferred  arrangement  and in a plan subject to the ACP Test  maintained  by the
Employer,  and if the sum of the ADP and ACP of those HCEs  subject to either or
both  tests  exceeds  the  Aggregate  Limit,  then  at  the  discretion  of  the
Administrator, either the ACP or the ADP of those HCEs who also participate in a
cash or deferred  arrangement  will be reduced so the limit is not exceeded.  If
the ACP is  reduced,  it will be reduced as  described  in Section  5.21 and the
amount by which each HCE's  Contribution  Percentage  Amount is reduced  will be
treated as an Excess  Aggregate  Contribution as defined in Section 5.18. If the
ADP is reduced,  it will be reduced as  described in Section 5.16 and the amount
by which each HCE's  Elective  Deferral is reduced  will be treated as an Excess
Contribution  as  defined  in  Section  5.17.  The ADP  and the ACP of HCEs  are
determined after any corrections  required to meet the ADP Test and the 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 the ACP of the HCEs does not
exceed 1.25 multiplied by the ADP and the ACP of the NHCEs.

     (b) Highly  Compensated  Employees:  A Participant is a Highly  Compensated
Employee  for a  particular  Plan Year if he or she meets  the  definition  of a
Highly Compensated Employee in effect for that Plan Year; and a Participant is a
Non-Highly Compensated Employee for a particular Plan Year if he or she does not
meet the  definition  of a Highly  Compensated  Employee in effect for that Plan
Year.  The  Contribution   Percentage  for  any  Participant  who  is  a  Highly
Compensated Employee and who is eligible to have Contribution Percentage Amounts
allocated  to his or her  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,  will  be  determined  as if  the  total  of  such
Contribution Percentage Amounts was made under each plan. If an HCE 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 will
be treated as a single arrangement. Notwithstanding the foregoing, certain plans
will be treated as  separate  if  mandatorily  disaggregated  under  regulations
issued under Code section 401(m).

     (c) Other Rules:  If preceding year testing is chosen,  any  adjustments to
the Non-Highly  Compensated Employee ACP for the prior Plan Year will be made in
accordance with IRS Notice 98-1 and any superseding  guidance.  In addition,  in
determining the ACP Test:

     (i) If this Plan satisfies the  requirements of Code section  401(m),  Code
section  401(a)(4) or Code section  410(b) only if  aggregated  with one or more
other plans,  or if one or more other plans  satisfy such  requirements  only if
aggregated  with this Plan, then this Section will be applied by determining the
Contribution  Percentage  of  Employees as if all such plans were a single plan.
Plans may be  aggregated  in order to satisfy Code  section  401(m) only if they
have the same Plan Year.

     (ii)  In   determining   the   Contribution   Percentage   test,   Employee
contributions  are  considered  to have  been  made in the  Plan  Year in  which
contributed to the Plan, and Matching Contributions and QNECs will be considered
made for a Plan Year if made no later  than the end of the  twelve-month  period
beginning on the day after the close of the Plan Year.

     (iii) The  Administrator  will maintain  records  sufficient to demonstrate
satisfaction  of the ACP Test and the amount of QNECs or QMACs, or both, used in
such test.

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

     (d) Aggregate  Limit: The term Aggregate Limit means the sum of (1) 125% of
the greater of the ADP of  Participants  who are NHCEs for the Plan Year (or the
prior Plan Year, if the prior year testing is chosen) or the ACP of Participants
who are NHCEs subject to Code section 401(m) for the Plan Year beginning with or
within the Plan Year (or the

                                      4-22

<PAGE>

prior Plan Year,  if the  preceding  year testing is chosen) of the cash or
deferred  arrangement  and (2) the lesser of 200% or two plus the lesser of such
ADP or ACP. The word  "lesser" will be  substituted  for "greater" in (1) above,
and the word "greater" will be substituted  for "lesser" after "two plus the" in
(2) above if that would result in a larger Aggregate Limit.

     (e)  Contribution  Percentage:  For purposes of this Section,  (1) the term
Average   Contribution   Percentage   means  the  average  of  the  Contribution
Percentages of the Eligible  Participants in a group; (2) the term  Contribution
Percentage  means the ratio  (expressed  as a percentage)  of the  Participant's
Contribution  Percentage Amounts to the Participant's  Compensation for the Plan
Year;  and (3) the term  Contribution  Percentage  Amounts  means the sum of the
Employee  Contributions,  Matching  Contributions and QNECs and/or QMACs (to the
extent not taken into  account for purposes of the ADP Test) made under the plan
on behalf of the  participant for the Plan Year.  Such  Contribution  Percentage
Amounts will not include  Matching  Contributions  that are forfeited  either to
correct Excess  Aggregate  Contributions  or because the  contributions to which
they relate are Excess  Deferrals,  Excess  Contributions,  or Excess  Aggregate
Contributions.

     The Employer will include as Contribution  Percentage Amounts all QMACs and
QNECs to the  extent  not  needed  to meet  the ADP  Test,  as well as  Elective
Deferrals  to the extent not needed in the ADP test,  so long as the ADP Test is
met before the QMACs, QNECs, and Elective Deferrals are used in the ACP Test and
continues to be met following the exclusion of those QMACs,  QNECs, and Elective
Deferrals that are used to meet the ACP Test.

     f. Eligible  Participant  In  determining  the ACP Test,  the term Eligible
Participant   means  any  Employee   eligible  to  make  an  Elective   Deferral
contribution  (if the  Employer  takes such  contributions  into  account in the
calculation  of  the  Contribution   Percentage),   or  to  receive  a  Matching
Contribution (including Forfeitures) or a Qualified Matching Contribution.

     g. ADP Test Deemed  Satisfied In A Safe Harbor  Year:  The ACP Test will be
deemed to be  satisfied  in any Plan Year in which the  Employer,  pursuant to a
Safe Harbor Notice, makes a Safe Harbor Matching Contribution to this Plan.

     1.11 BENEFICIARY:  The term Beneficiary  means the recipient  designated by
the  Participant  to receive the Plan  benefits  payable upon the  Participant's
death,  or the recipient  designated  by a  Beneficiary  to receive any benefits
which may be payable in the event of the Beneficiary's  death prior to receiving
the  entire  death  benefit  to which  the  Beneficiary  is  entitled.  All such
Beneficiary   designations  will  be  made  in  accordance  with  the  following
provisions:

     (a) Beneficiary Designations By A Participant: Subject to the provisions of
Section 5.8 regarding the rights of a Participant's Spouse, each Participant may
designate a Beneficiary on a form supplied by the Administrator,  and may change
or revoke that designation by filing written notice with the Administrator. If a
Participant  completes or has completed a Beneficiary  designation form in which
the  Participant  designates  his or her  Spouse  as the  Beneficiary,  and  the
Participant and the Participant's  Spouse are legally divorced subsequent to the
date of such  designation,  then the designation of such Spouse as a Beneficiary
hereunder will be deemed null and void unless the Participant, subsequent to the
legal  divorce,  reaffirms  the  designation  by  completing  a new  Beneficiary
designation form. In the absence of a written Beneficiary  designation form, the
Participant will be deemed to have designated the following Beneficiaries in the
following order,  provided  however,  that with respect to clauses (i) and (ii),
such  Beneficiaries  are then living:  (i) the  Participant's  Spouse,  (ii) the
Participant's issue per stirpes; and (iii) the Participant's estate. 1-6

     (b)  Beneficiary  Designations  By  A  Beneficiary:  In  the  absence  of a
Beneficiary  designation or other directive from the deceased Participant to the
contrary, any Beneficiary may name his or her own Beneficiary in accordance with
Section  5.2(c) to receive any benefits which may be payable in the event of the
Beneficiary's death prior to the receipt of all the Participant's death benefits
to which the Beneficiary was entitled.

     (c) Order of Death:  If a  Participant  and his or her Spouse both die as a
result of an event where it cannot be  determined by the  Administrator  (or, at
the Administrator's  discretion,  by a court of competent jurisdiction) within a
reasonable  time and with  reasonable  certainty  based  on the  information  or
evidence  presented to the  Administrator  which  person died first,  it will be
presumed for purposes of any death  benefits  payable under the Plan that (1) if
only one of the deceased  persons was a  Participant,  that the person who was a
Participant entitled to benefits hereunder shall be presumed to have died first,
and (2) if each of the deceased persons was a Participant,  it shall be presumed
that the older person died first.

     (d)  Beneficiaries   Considered  Contingent  Until  Death  Of  Participant:
Notwithstanding  any provision in this Section to

                                      5-22

<PAGE>

the  contrary,  any  Beneficiary  named  hereunder  will  be  considered  a
contingent  Beneficiary  until the death of the Participant (or Beneficiary,  as
the  case  may  be),  and  until  such  time  will  have no  rights  granted  to
Beneficiaries  under the Plan.

     1.12 BREAK IN SERVICE:  The  Sponsoring  Employer shall  determine  whether
Hours of Service  are counted and select the  applicable  computation  period in
Section 2.5 of the Adoption Agreement.

     If Hours of Service are counted in Section 2.5 of the Adoption Agreement:

     The term Break in Service means a 12-month  computation period during which
an Employee does not complete more than 500 (or any lesser number, if elected in
Section  2.6 of the  Adoption  Agreement)  Hours of  Service.  If an  applicable
computation period is less than 12 months, if such Hours of Service  requirement
is larger than one (1), the Hours of Service requirement will be proportionately
reduced.

     If  Hours  of  Service  are not  counted  in  Section  2.5 of the  Adoption
Agreement: The term Break in Service means a 1-Year Period of Severance.

     1.13  CODE:  The term Code  means the  Internal  Revenue  Code of 1986,  as
amended, and the regulations and rulings promulgated  thereunder by the Internal
Revenue Service.

     1.14  CODE   section  3401   COMPENSATION:   The  term  Code  section  3401
Compensation  means wages  within the meaning of Code  section  3401(a) that are
subject to income tax withholding at the source.  Code section 3401 Compensation
must be  determined  without  regard  to any  rules  thereunder  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)).

     1.15 CODE section 415 COMPENSATION:  The term Code section 415 Compensation
means Earned Income, wages,  salaries,  fees for professional services and other
amounts  received  (without  regard to whether or not an amount is paid in cash)
for personal  services  actually  rendered in the course of employment  with the
Employer maintaining the Plan,  including,  but not limited to, commissions paid
salespersons,  compensation  for  services  based on a  percentage  of  profits,
commissions  on  insurance  premiums,   tips,  bonuses,   fringe  benefits,  and
reimbursements,  or other expense  allowances  under a  non-accountable  plan as
described in regulation section 1.62-2(c).  For Limitation Years beginning after
December 31, 1991,  Code section 415  Compensation  will include amounts paid or
made  available.  Notwithstanding  the  preceding  sentence,  Code  section  415
Compensation for a Participant in a defined contribution plan who is permanently
and totally  disabled (as defined in section  22(e)(3) of the  Internal  Revenue
Code) is the Code section 415 Compensation  such Participant would have received
for the  Limitation  Year if the  Participant  had been paid at the rate of Code
section 415  Compensation  paid  immediately  before  becoming  permanently  and
totally  disabled;  for Limitation  Years beginning before January 1, 1997, such
imputed Code section 415 Compensation for the disabled  Participant may be taken
into account only if the  Participant is not a Highly  Compensated  Employee and
contributions made on behalf of such Participant are  nonforfeitable  when made.
Code  section  415  Compensation  will be  determined  subject to the  following
provisions:

     (a) Exclusion Of Certain Amounts:  Code section 415  Compensation  does not
include (1) Employer  contributions to a plan of deferred compensation which are
not  includible  in gross income for the taxable year in which  contributed,  or
Employer  contributions to a simplified employee pension plan to the extent such
contributions are deductible by the Employee,  or any distributions  from a plan
of  deferred  compensation;  (2) amounts  realized  from a  non-qualified  stock
option,  or when  restricted  stock or 1-7 property held by the Employee  either
becomes freely  transferable  or is no longer  subject to a substantial  risk of
forfeiture; (3) amounts realized from the sale, exchange or other disposition of
stock  acquired  under a qualified  stock  option;  and (4) other  amounts which
receive special tax benefits,  or contributions  made by an Employer (whether or
not under a salary  reduction  agreement)  towards  the  purchase  of an annuity
described in Code section 403(b) (whether or not the amounts are excludible from
an Employee's gross income).

     (b)  Treatment  Of  Elective  Deferrals  And  Certain  Other  Amounts:  For
Limitation  Years  beginning  on or after  January 1,  1998,  Code  section  415
Compensation paid or made available will also include any elective  deferrals as
defined in Code section  402(g)(3),  and amounts  contributed or deferred at the
election of the Employee  which were not includible in gross income by reason of
Code section 125 or Code section 457. In addition, Code section 415 Compensation
will also include  elective  amounts that are not includible in the gross income
of the  Employee  by reason  of Code  section  132(f)(4)  for  Limitation  Years
beginning  on or after  January 1, 2001 (or if elected in Section  3.1(a) of the
Adoption Agreement, any earlier Limitation Year beginning on or after January 1,
1998).

     1.16  COMPENSATION:  The term Compensation or applicable  Compensation with
respect to the  determination  period as elected by the  Sponsoring  Employer in
Section 3.1 of the Adoption  Agreement.  If other than Form W-2  Compensation or
Code section 415

                                      6-22

<PAGE>

Compensation is elected in Section 3.1 of the Adoption Agreement,  then for
purposes of determining the Top Heavy Minimum  Allocation under Section 3.5, the
term  Compensation  means  either  Form W-2  Compensation  or Code  section  415
Compensation  as  elected  for such  purposes  in  Section  3.1 of the  Adoption
Agreement.


     a) Treatment Of Elective  Deferrals  And Certain Other  Amounts:  If either
Code  section  3401 or Form W-2  compensation  is chosen in  Section  3.1 of the
Adoption  Agreement,  Employer  contribution  amounts made  pursuant to a salary
reduction  agreement which were not currently  includible in an Employee's gross
income by reason of Code  section  125,  Code  section  402(e)(3),  Code section
402(h)(1)(B), and Code section 403(b) will be included if elected in Section 3.1
of the Adoption  Agreement.  In addition,  if elected by the  Administrator on a
non-discriminatory  basis,  Compensation  will include elective amounts that are
not  includible  in the gross  income of the  Employee by reason of Code section
132(f)(4)  beginning  with the Plan Year elected by the  Administrator,  but not
earlier than the Plan Year beginning on or after January 1, 1998.

     (b) Exclusion Of Certain  Amounts  Received By An Employee:  In determining
Compensation  for purposes  other than the Top Heavy  Minimum  Allocation  under
Section 3.5 or the Code  section 415  limitations  under  Article 6, except with
respect to any excluded amounts in (a) above,  Compensation will not include any
amounts elected to be excluded in Section 3.1 of the Adoption Agreement.

     (c) Code section  401(a)(17) Limit:  Notwithstanding  any provision of this
Section to the  contrary,  Compensation  for any 12-month  determination  period
elected by the Sponsoring Employer in Section 3.1 of the Adoption Agreement will
not  exceed  the  Code  section  401(a)(17)  Annual  Compensation  Limit.  If  a
determination  period  consists  of  fewer  than 12  months,  the  Code  section
401(a)(17)  Annual  Compensation  Limit will be  multiplied  by a fraction,  the
numerator of which is the number of months in the determination  period, and the
denominator of which is 12. If Compensation for any prior  determination  period
is taken into  account in  determining  a  Participant's  Plan  benefits for the
current  Plan Year,  the  Compensation  for such prior  determination  period is
subject to the applicable Code section  401(a)(17) Annual  Compensation Limit as
in effect for that prior  period.  As used herein,  the Code section  401(a)(17)
Annual  Compensation  Limit  means the  following:  (1)  $170,000  for  12-month
determination periods which began on or after January 1, 2000. The $170,000 will
be adjusted for increases in the cost of living under Code section 401(a)(17) at
the same time and in the same  manner as under Code  section  415(d).  A cost of
living  adjustment  in effect for a calendar  year applies to any  determination
period beginning in such calendar year; (2) $160,000 for 12-month  determination
periods  which began on or after January 1, 1997 and not later than December 31,
1999; and (3) $150,000 for 12-month  determination  periods which began prior to
January 1, 1997.

     (d)  Compensation Of  Owner-Employees  Or  Self-Employed  Individuals:  For
purposes of this Plan, the Compensation of an  Owner-Employee or a Self-Employed
Individual  will  be  equal  to  his  or  her  Earned  Income  up  to  the  Code
section 401(a)(17) Annual Compensation Limit.

     (e) Family Aggregation Rules: The rules of Code section  414(q)(6)(B) as in
effect  prior to the first Plan Year which  began in 1997 shall no longer  apply
for all purposes of determining  Compensation,  including  Compensation for Plan
Years which began prior to such date.

     1.17 DISABILITY  RETIREMENT:  The term Disability or Disability  retirement
means a physical or mental  condition  arising  after an  Employee  has become a
Participant  which, as elected by the Sponsoring  Employer in Section 5.1 of the
Adoption Agreement:

     (a) totally and permanently  prevents the Participant  from engaging in any
occupation  for  remuneration  or  profit.  The  determination  as to  whether a
Participant has suffered a Disability will be made by a physician  acceptable to
the Administrator. If a difference of opinion arises between the Participant and
the  Administrator  as to whether the Participant has suffered a Disability,  it
will be settled by a majority decision of three physicians,  one to be appointed
by the Administrator,  one to be appointed by the Participant,  and the third to
be appointed by the two physicians appointed herein.

     (b) totally and permanently prevents the Participant from performing his or
her  specified  duties  for the  Employer.  The  determination  as to  whether a
Participant has suffered a Disability will be made by a physician  acceptable to
the Administrator. If a difference of opinion arises between the Participant and
the  Administrator  as to whether the Participant has suffered a Disability,  it
will be settled by a majority decision of three physicians,  one to be appointed
by the Administrator,  one to be appointed by the Participant,  and the third to
be appointed by the two physicians appointed herein.

     (c) qualifies the  Participant  for  disability  benefits  under the Social
Security Act in effect on the date the Participant suffers

                                      7-22

<PAGE>

the Disability.

     (d)  qualifies the  Participant  for benefits  under an  Employer-sponsored
long-term disability plan which is administered by an independent third party.

     Notwithstanding  the foregoing to the  contrary,  the term  Disability  for
purposes of this Plan will not include any  disability  arising from (1) chronic
or  excessive  use  of  intoxicants  or  other  substances;   (2)  intentionally
self-inflicted  injury or  sickness;  (3) an unlawful act or  enterprise  by the
Participant;  or (4)  military  service  where the  Participant  is  eligible to
receive a government sponsored military disability pension.

     1.18  EARLY   RETIREMENT  AGE:  Early  Retirement  Age  means  the  date  a
Participant  retires in  accordance  with the  election  in  Section  4.2 of the
Adoption Agreement.

     1.19 EARNED  INCOME:  The term Earned  Income means the net  earnings  from
self-employment  in the  trade or  business  with  respect  to which the Plan is
established,  for which  personal  services  of the  individual  are a  material
income-producing factor. Net earnings will be determined without regard to items
not included in gross income and the deductions  allocable thereto. Net earnings
will be reduced by  deductible  contributions  by the  Employer  to a  qualified
retirement  plan.  Net earnings will be determined  with regard to the deduction
allowed to the Employer by Code section 164(f) for taxable years beginning after
December 31, 1989.

     1.20  ELECTIVE  DEFERRAL:   The  term  Elective  Deferrals  means  Employer
contributions  made to the Plan at the  election of the  Participant  in lieu of
cash  compensation,  and will include  contributions  made  pursuant to a salary
reduction  agreement  or  other  deferral  mechanism.  In any  taxable  year,  a
Participant's Elective Deferral is 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  under Code section 401(k),  any salary  reduction
simplified employee pension 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 under Code section 501(c)(18), and any Employer
contributions made on the behalf of a Participant for the purchase of an annuity
contract under Code section  403(b)  pursuant to a salary  reduction  agreement.
Elective Deferrals will not include any deferrals properly distributed as excess
Annual Additions.

     1.21  ELIGIBLE   PARTICIPANT:   The  term  Eligible   Participant  means  a
Participant  who is  either  eligible  to  receive  an  allocation  of  Employer
contributions or forfeitures or any Matching Contributions or who is eligible to
make an Elective Deferral contribution for a Plan Year. 1-9

     1.22  EMPLOYEE:  The term  Employee  means (1) any person  reported  on the
payroll  records of the Employer as an employee who is deemed by the Employer to
be a common law employee;  (2) any person  reported on the payroll records of an
Affiliated  Employer  of an  Employer  as an  employee  who  is  deemed  by  the
Affiliated Employer to be a common law employee (even if the Affiliated Employer
is not an Adopting Employer),  except for purposes of determining eligibility to
participate  if the Sponsoring  Employer  utilizes a  Non-Standardized  Adoption
Agreement;  (3) any Self-Employed  Individual who derives Earned Income from the
Employer; (4) any Owner-Employee;  and (5) any person who is considered a Leased
Employee  but  who  (i) is not  covered  by a plan  described  in  Code  section
414(n)(5),  or (ii) is covered by a plan described in Code section 414(n)(5) but
Leased  Employees  constitute  more  than  20%  of  the  Employer's   non-highly
compensated  workforce.  The  determination  of Employee  status will be made in
accordance with the following provisions:

     (a)  Exclusion  Of  Independent  Contractors:  The term  Employee  will not
include  any  individual  who is not  reported  on the  payroll  records  of the
Employer or an Affiliated  Employer as a common law employee.  If such person is
later  determined by the Sponsor or by a court or  governmental  agency to be an
Employee or to have been an  Employee,  he or she will only be eligible for Plan
participation prospectively and may participate in the Plan as of the next entry
date in Section 2.2 following such  determination  and after the satisfaction of
all other eligibility requirements.

     (b)  Exception If Required To Maintain  Qualified  Status:  Notwithstanding
paragraph (a) to the contrary,  the Administrator may elect to amend the Plan at
any time to reclassify any individual  described in paragraph (a) as a member of
an eligible class of Employees  retroactively applied for one or more prior Plan
Years because the Plan failed to satisfy for such Plan Year one of the tests set
forth in Code section  410(b)(1)(A) or Code section 410(b)(1)(B) and (C), or for
any other reason required to maintain the tax exempt status of the Plan.

     1.23 EMPLOYER:  The term Employer means the Sponsor  (Sponsoring  Employer)
and any Adopting  Employer;  or any direct  predecessor  business entity thereof
which was or would have been  considered a part of the same group of  Affiliated
Employers with an Employer or an Adopting Employer.  If the Sponsoring  Employer
utilizes a Standardized Adoption Agreement, all

                                      8-22

<PAGE>

Affiliated  Employers of the  Sponsoring  Employer  shall be  considered an
Adopting  Employer.  The term Sponsoring  Employer means the Employer who adopts
the Plan  under the  terms of  Section  1.5 of the  Adoption  Agreement  (or any
successor  thereto  that  sponsors  this Plan).  Where  applicable,  such as for
determining Hours of Service, Periods of Service, and Years of Service, the term
Employer or Adopting  Employer shall also mean any business  entity which was an
Adopting  Employer.  As to any  Employee,  the  term  Employer  at the  time  of
reference means the employer of such Employee.

     1.24  FIDUCIARY:  The term  Fiduciary  means any individual or entity which
exercises any discretionary authority or control over the management of the Plan
or over the disposition of the assets of the Plan; renders investment advice for
a fee or other  compensation  (direct  or  indirect);  or has any  discretionary
authority or  responsibility  over Plan  administration;  or acts to carry out a
fiduciary  responsibility,  when  designated  by a named  Fiduciary  pursuant to
authority  granted  by the Plan;  subject,  however,  to any  exception  granted
directly or indirectly by the provisions of ERISA or any applicable regulations.
The  Sponsoring  Employer  is  the  "named  Fiduciary"  for  purposes  of  ERISA
section 402(a)(2).

     1.25 FISCAL  YEAR:  The term Fiscal  Year means the  Sponsoring  Employer's
twelve month  accounting year ending on the date indicated in Section 1.7 of the
Adoption Agreement.

     1.26  FORFEITURE:   The  term  Forfeiture  means  the  amount  by  which  a
Participant's  Account  balance  exceeds  his or her  Vested  Interest  upon the
earlier to occur of (1) the date the Participant  receives a distribution of his
or her Vested  Interest  pursuant to Sections  5.4, 5.5, or 5.6; or (2) the date
after Termination of Employment as of which the Participant incurs 5 consecutive
Breaks in Service (if Hours of Service are  utilized)  or 5  consecutive  1-Year
Periods of Severance (if Hours of Service are not utilized). No Forfeitures will
occur  solely  as a result of  either  the  withdrawal  of a  Participant's  own
contributions to the Plan or a Participant's  transfer to an Affiliated Employer
or Adopting  Employer.  All Forfeitures will be placed in the Forfeiture Account
pending allocation pursuant to Section 3.4.

     1.27 FORM W-2  COMPENSATION:  The term Form W-2  Compensation  means  wages
within  the  meaning  of  Code  section   3401(a)  and  all  other  payments  of
compensation  actually paid or made  available in gross income 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 Form W-2 under Code  section
6041(d),  1-10  section  6051(a)(3)  and  section  6052.  Compensation  must  be
determined  without  regard to any rules  under Code  section  3401(a)  limiting
remuneration included in wages based on the nature or location of the employment
or services  performed  (such as the  exception for  agricultural  labor in Code
section 3401(a)(2).

     1.28 HCE: The term HCE means a Highly Compensated Employee.

     1.29 HIGHLY  COMPENSATED  EMPLOYEE:  The term Highly  Compensated  Employee
means, for Plan Years beginning after December 31, 1996, any Employee who during
the Plan Year or during  the  look-back  year was a 5% owner as  defined in Code
section  416(i)(1),  or  who  for  the  look-back  year  had  Code  section  415
Compensation  in excess of $80,000 as adjusted in  accordance  with Code section
415(d) (except that the base year will be the calendar  quarter ending September
30, 1996). In determining who is a highly compensated former Employee, the rules
for  determining  Highly  Compensated  Employee status as in effect for the Plan
Year or look-back year for which the  determination is being made (in accordance
with temporary regulation 1.414(q)-1T, A-4 and Notice 97-45) will be applied. In
determining  if an  Employee  is a Highly  Compensated  Employee  for Plan Years
beginning in 1997, the amendments to Code section 414(q) are deemed to have been
in effect for years  beginning in 1996. If the Employer  maintains more than one
qualified retirement plan, the definition of Highly Compensated Employee must be
consistently applied to all such plans.

     (a) Look-Back  Year: In determining if an Employee is a Highly  Compensated
Employee,  the look-back year will be the 12 month period immediately  preceding
the  Plan  Year for  which  the  determination  is being  made,  except  that in
determining if an Employee is a Highly Compensated  Employee based on his or her
Code section 415  Compensation,  the  Administrator  may elect for any Plan Year
that the look-back  year will be the calendar year  beginning with or within the
look-back year.

     (b) Top Paid Group  Election:  In  determining  if an  Employee is a Highly
Compensated Employee based on his or her Code section 415 Compensation,  the top
paid group election set forth in Code section  414(q)(3) will be applied by this
Plan for each Plan Year as elected in Section 3.7 of the Adoption Agreement.

     1.30 HOUR OF SERVICE:  The term Hour of Service means,  with respect to any
provision in which service is  determined by reference to an Employee's  Periods
of Service,  each hour for which an Employee is paid, or is entitled to payment,
by the Employer or an Affiliated Employer for the performance of duties.

                                      9-22

<PAGE>

If Hours of Service are counted in Section 2.5 of the Adoption Agreement:
------------------------------------------------------------------------
Hour of Service means

     (a) these hours will be credited to the Employee for the computation period
in which the duties are performed; and

     (b) each hour for which an Employee is paid, or entitled to payment, by the
Employer or an  Affiliated  Employer on account of a period of time during 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. No more than
501 hours will be credited under this Section for any single  continuous  period
(whether or not such period occurs in a single computation period).  Hours under
this paragraph will be calculated and credited  pursuant to Section  2530.200b-2
of the Department of Labor  Regulations  which are  incorporated  herein by this
reference; and

     (c) each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Employer or an Affiliated Employer.  The same
hours will not be credited both under Section (a) or Section (b) above and under
this Section (c).  These hours will be credited  for the  computation  period or
periods to which the award or  agreement  pertains  rather than the  computation
period in which the award, agreement or payment is made.

     In determining whether a Break in Service for participation and vesting has
occurred in a computation  period, an individual on Maternity or Paternity Leave
will receive credit for up to 501 hours which would otherwise have been credited
to such  individual  but for such  absence,  or in any case in which  such hours
cannot be determined, 8 hours per day of such absence. Hours of Service credited
for Maternity of Paternity Leave will 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.  Hours of Service  hereunder will be calculated and credited pursuant to
Section   2530.200b-2  of  the  Department  of  Labor   Regulations   which  are
incorporated herein by this reference.

     Alternatively,  the Administrator may elect for all Employees or for one or
more different  classifications of Employees (provided such  classifications are
reasonable and are  consistently  applied) to apply one or more of the following
equivalency  methods in determining  the Hours of Service of an Employee paid on
an hourly or salaried  basis.  Under such methods,  an Employee will be credited
with  either (a) 190 Hours of Service  for each month in which he or she is paid
or  entitled  to payment  for at least one Hour of  Service;  or (b) 95 Hours of
Service for each  semi-monthly  period in which he or she is paid or entitled to
payment  for at least one Hour of  Service;  or (c) 45 Hours of Service for each
week in which he or she is paid or  entitled to payment for at least one Hour of
Service;  or (d) 10 Hours of Service  for each day in which he or she is paid or
entitled to payment for at least one Hour of Service.

     1.31 KEY  EMPLOYEE:  The term  Key  Employee  means  any  Employee,  Former
Employee, deceased Employee, or Beneficiary who at any time during the Plan Year
containing  the  Determination  Date for the Plan Year in question or any of the
prior 4 Plan Years was one of the following:

     (a)  Officers:   An  officer  of  the  Employer   whose  Code  section  415
Compensation   exceeds  50%  of  the  amount  in  effect   under  Code   section
415(b)(1)(A),  except  that no more than fifty  Employees  (or,  if lesser,  the
greater of three or 10% of the Employees) will be treated as officers.

     (b) Owners: An owner (or was considered an owner under Code section 318) of
one of the  ten  largest  interests  in the  Employer  whose  Code  section  415
Compensation  exceeds 100% of the dollar limitation in effect under Code section
415(c)(1)(A),  but if two Employees  own the same interest in the Employer,  the
Employee with the greater annual Code section 415  Compensation  will be treated
as owning a larger  interest;  or a 5% owner of the  Employer as defined in Code
section  416(i)(1)(B)(i);  or a 1%  owner of the  Employer  as  defined  in Code
section 416(i)(1)(B)(ii) whose annual Code section 415 Compensation is more than
$150,000.

     For purposes of this Section,  Code section 415  Compensation  will include
amounts  contributed  by the  Employer  on behalf of an  Employee  pursuant to a
salary reduction agreement which are excludible from the Employee's gross income
under Code section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

     1.32  LEASED  EMPLOYEE:  The term  Leased  Employee  means,  for Plan Years
beginning  on or after  January 1, 1997,  any person  within the meaning of Code
section  414(n)(2)  and (o) who is not  reported on the  payroll  records of the
Employer as a common law  employee and who  provides  services to the  recipient
Employer  if (a) the  services  are  provided  under an  agreement  between  the
Employer and a leasing  organization;  (b) the person has performed services for
the Employer or for the Employer and related  persons as  determined  under Code
section  414(n)(6) on a  substantially  full time basis for a period of at least
one year;  and (c) the services are  performed  under the primary  direction and
control of the Employer. Contributions or

                                     10-22

<PAGE>

benefits  provided to a Leased Employee by the leasing  organization  which
are  attributable  to services  performed  for the  Employer  will be treated as
provided by the Employer.  A Leased Employee shall not be considered an Employee
of the  recipient  Employer  if such  Employee  is covered  by a money  purchase
pension plan providing (a) a  non-integrated  Employer  contribution  rate of at
least 10% of Compensation (as defined in Code section 415(c)(3)),  but including
amounts  contributed by the Employer  pursuant to a salary  reduction  agreement
which are  excludible  from the  Employee's  gross income under a cafeteria plan
covered by Code section 125, for qualified  transportation fringe benefits under
Code  section  132(f),  a cash or deferred  plan under Code  section  401(k),  a
Simplified  Employee  Pension Plan under Code section 408(k),  or a tax-deferred
annuity under Code section 403(b); (b) immediate participation; and (c) full and
immediate  vesting.  This exclusion is only available if Leased Employees do not
constitute  more  than  twenty  percent  (20%)  of  the  recipient's  non-highly
compensated work force.

     1.33 LIMITATION  YEAR: The term Limitation Year means the period elected by
the Sponsoring Employer in Section 6.8 of the Adoption Agreement.

     1.34  MATCHING  CONTRIBUTION:  The  term  Matching  Contribution  means  an
Employer  contribution  made to this or any other defined  contribution  plan on
behalf of a Participant on account of Voluntary  Employee  Contributions made by
such Participant,  or on account of a Participant's  Elective Deferral,  under a
Plan maintained by the Employer.

     1.35 MATERNITY OR PATERNITY  LEAVE:  The term Maternity or Paternity  Leave
means that an Employee is absent from work because of the Employee's  pregnancy;
the birth of the Employee's child; the placement of a child with the Employee in
connection with the adoption of such child by the Employee;  or the need to care
for such child for a period beginning immediately following the child's birth or
placement as set forth above.

     1.36 NHCE: The term NHCE means a Non-Highly Compensated Employee.

     1.37 NON-ELECTIVE CONTRIBUTIONS: The term Non-Elective Contribution means a
contribution  other than a Matching  Contributions or a QMAC (a) that is made by
the Employer, (b) that is allocated to Participants'  Accounts, and (c) that the
Participant  may not elect to  receive  in cash  until  such  contributions  are
distributed from the Plan.

     1.38  NON-HIGHLY  COMPENSATED  EMPLOYEE:  The term  Non-Highly  Compensated
Employee means any Employee who is not a Highly Compensated Employee.

     1.39 NON-KEY EMPLOYEE:  The term Non-Key Employee means any Employee who is
not a Key Employee,  including former Key Employees.  For purposes of making the
allocations in Section 3.5, Non-Key Employee means a Non-Key Employee who either
is a  Participant  or would be a  Participant  but for the  reasons set forth in
Section 3.5(a).

     1.40 NORMAL RETIREMENT AGE: The term Normal Retirement Age means the age as
elected  in  Section  4.1 of  the  Adoption  Agreement.  There  is no  mandatory
retirement Age.

     1.41 NORMAL  RETIREMENT  DATE:  The term Normal  Retirement  Date means the
Normal Retirement Date as elected in Section 4.1 of the Adoption Agreement.

     1.42  OWNER-EMPLOYEE:  The term Owner-Employee  means (1) in the case of an
Employer or Affiliated Employer which is an unincorporated trade or business, an
individual who owns the entire interest in such Employer or Affiliated Employer;
and  (2)  in  the  case  of  an  Employer  or  Affiliated  Employer  which  is a
partnership, an individual who owns more than 10% of either the capital interest
or the profit interest in such Employer of Affiliated Employer.

     1.43  PARTICIPANT:  The term Participant means any Employee who has met the
eligibility and participation  requirements of the Plan.  However, an individual
who is no longer an  Employee  will not be  deemed a  Participant  if his or her
entire Plan benefit (a) is fully guaranteed by an insurance  company and legally
enforceable  at the  sole  choice  of such  individual  against  such  insurance
company,  provided  that a  contract,  Policy,  or  certificate  describing  the
individual's Plan benefits has been issued to such individual; or (b) is paid in
a lump sum distribution  which represents such  individual's  entire interest in
the Plan.

     1.44  PARTICIPANT'S  ACCOUNT:  The term  Participant's  Account  means  the
account to which is credited a  Participant's  share of Employer  contributions,
earnings or losses,  and, if applicable,  Forfeitures.  A Participant's  account
shall also include the proceeds of any Policies  purchased on the  Participant's
life under Section  7.13.  Each  Participant's  Account will be divided into the
following  contribution  sub-accounts  for  accounting  purposes:  the  Elective
Deferral   sub-account;   the  Matching   Contribution  and  Qualified  Matching
Contribution   sub-account,   if  applicable;   the  Non-Elective   Contribution
sub-account and Qualified Non-Elective Contribution sub-account,  if applicable,
and the Rollover sub-account, if applicable.

                                     11-22


<PAGE>

     1.45  PERIOD OF  SERVICE:  If Hours of Service is elected in Section 2.5 of
the Adoption Agreement: This paragraph shall not be applicable.

     If  Hours  of  Service  is not  elected  in  Section  2.5  of the  Adoption
Agreement:  The term Period of Service  means a period during which the Employee
is  employed  with the  Employer  or an  Affiliated  Employer  commencing  on an
Employee's Employment  Commencement Date or Re-employment  Commencement Date and
ending on his or her Severance  from Service Date. For any provision of the Plan
in which an Employee's  service is determined by his or her Period of Service, a
1-Year  Period of Service and all other Periods of Service will be determined in
accordance with the following:

     (a) Credit for an Hour of Service as a Period of  Service:  If an  Employee
performs an Hour of Service during a period which would  otherwise be considered
a Period of Severance as  indicated in paragraph  (c)(1) or (2) below,  the Plan
must take into account such period and the Employee will receive credit for such
as a Period of Service.

     (b) Definition Of Employment Commencement Date: The Employment Commencement
Date is the first day an Employee  performs an Hour of Service for the Employer,
an Affiliated Employer or an Adopting Employer.  The Re-employment  Commencement
Date is the  first day  following  a Period of  Severance  on which an  Employee
performs  an Hour of  Service  for the  Employer,  an  Adopting  Employer  or an
Affiliated Employer. 1-13

     (c) Definition Of Period Of Severance:  The term Period of Severance  means
the  period  beginning  on the  Severance  from  Service  Date and ending on the
Re-employment  Commencement  Date. A  Participant  will incur a 1-Year Period of
Severance  if the  Employee  fails  to  perform  an Hour  of  Service  during  a
12-consecutive  month period  following  the earlier of either (1) the Severance
from Service Date on which an Employee  retires,  dies,  quits or is  discharged
from employment by the Employer, or (2) the Severance from Service Date on which
an Employee  remains absent from service with the Employer (with or without pay)
for any reason  other  than the  Employee  retiring,  dying,  quitting  or being
discharged  from  employment  by the Employer,  such as for  vacation,  holiday,
illness, incapacity (including disability),  layoff, jury duty, military duty or
leave of absence.  In the case of a Participant who is on Maternity or Paternity
Leave, the 12-consecutive month period beginning on the first anniversary of the
first day of such  Maternity or Paternity  Leave will not constitute a Period of
Severance.  If the Employee  does perform an Hour of Service  during the periods
indicated  in (1) or (2) above,  the Plan must take into account such period and
the Employee will receive credit for such as a Period of Service.

     (d)  Definition Of Severance  From Service Date:  The term  Severance  from
Service  Date means the date on which an  Employee  retires,  dies,  quits or is
discharged from employment by the Employer;  or if earlier the first anniversary
of the date on which an Employee  remains  absent from service with the Employer
(with or without pay) for any reason other than the  Employee  retiring,  dying,
quitting  or being  discharged  from  employment  by the  Employer,  such as for
vacation,  holiday,  illness,  incapacity (including  disability),  layoff, jury
duty, military duty or leave of absence.

     (e)  Aggregating  Periods Of Service And Fractional  Periods Of Service:  A
1-Year  Period of  Service  is a  12-consecutive  month  Period of  Service.  An
Employee will receive  credit for Periods of Service of less than 12 consecutive
months,  by  aggregating,  subject to the  limitations  in paragraph (h) and (j)
below,  all  non-successive  Periods of Service and all Periods of Service which
are  fractional  years or which  do not  constitute  a whole  1-Year  Period  of
Service, whether or not consecutive.  Fractional periods of a year are expressed
in terms of days,  on the basis that a day of service is credited if an Employee
completes an Hour of Service during such day, and on the basis that 12 months of
service (30 days being  deemed to be a month in the case of the  aggregation  of
fractional months) or 365 days of service equals a 1-Year Period of Service.

     (f) Prior  Service  Credit:  An Employee  will also receive  credit for all
Periods of Service  with the  Employer(s)  named in Section 1.13 of the Adoption
Agreement.  However,  no  Participant  shall be granted  more than five (5) such
1-Year  Periods  of  Service  with any  other  business  entity  which is not an
Employer or an Affiliated Employer (or was not an Adopting  Employer),  unless a
favorable  determination letter is requested and obtained specifically regarding
such credit from the Internal Revenue Service.  Otherwise,  an Employee will not
receive  credit for Periods of Service  with any other  Employer for any purpose
under the terms of this Plan except as  otherwise  set forth herein with respect
to an Employer or an Affiliated Employer.

     (g)  Re-employment  Before A 1-Year  Period Of  Severance:  If an  Employee
terminates  employment  but  is  re-employed  by an  Employer  or an  Affiliated
Employer  before  incurring a 1-Year Period of Severance,  his or her Periods of
Service and employment (and if the Employee was a Participant and is re-employed
by an Employer,  his or her Plan

                                     12-22

<PAGE>

participation) will not be deemed to have been interrupted.

     (h)  Re-employment  After A 1-Year  Period  Of  Severance:  If an  Employee
terminates  employment  and is  subsequently  reemployed  by an  Employer  or an
Affiliated  Employer  after a 1-Year  Period of  Severance  occurs,  Periods  of
Service which were  completed  prior to the 1-Year  Period of Severance  will be
counted, subject to the following:

     For  eligibility  purposes the  Participant  shall  receive  credit for all
Periods of Service completed prior to the 1-Year Period of Severance unless such
Employee  did not have a Vested  Interest in his Account  before  incurring  the
1-Year  Period of  Severance  and the  number of his or her  consecutive  1-Year
Periods of  Severance  equals or exceeds  the  greater of five or the  aggregate
number of 1-Year Periods of Service.  The aggregate  number of 1-Year Periods of
Service will not include any Period of Service previously  disregarded hereunder
by reason of prior  1-Year  Periods  of  Severance.  If such  former  Employee's
Periods  of  Service  are  disregarded  hereunder,  he will be  treated as a new
Employee for eligibility purposes.

     If before incurring the 1-Year Period of Severance he or she either (1) was
a Participant,  he or she will be reinstated as a Participant  immediately  upon
re-employment  by the Employer;  or (2) was not a Participant  but had satisfied
the eligibility requirements of Section 2.1, he or she will become a Participant
on the  Employee's  Re-employment  Commencement  Date  1-14 (if  employed  by an
Employer) or if later the date the  Employee  would have entered the Plan had he
or she not terminated employment with the Employer; or (3) was not a Participant
and had not satisfied  the  eligibility  requirements  of Section 2.1, he or she
will be  eligible  to  participate  in the Plan  after the  satisfaction  of the
eligibility requirements of Article 2.

     For  purposes  of  determining  Vesting  and any other  purpose  other than
eligibility,  if the  Employee  has  incurred 5  consecutive  1-Year  Periods of
Severance,  Periods  of Service  completed  prior to such 5  consecutive  1-Year
Periods of Severance  will not be counted for such  purposes if the  Participant
did not have a Vested  Interest  in his or her  Account  and the  number  of the
Employee's  consecutive  1-Year  Periods  of  Severance  equals or  exceeds  the
aggregate number of 1-Year Periods of Service before such period.

     (i) Ignoring  Service For Eligibility If More Than 1-Year Period Of Service
for  Eligibility:  If this Plan at any time (1)  provides  in Section 2.1 of the
Adoption  Agreement  that an Employee  must  complete  more than either a 1-Year
Period of Service  or 12 months of service  for  eligibility  purposes,  and (2)
provides in Section 4.3 of the Adoption  Agreement  that an Employee will have a
100%  Vested  Interest  in his or her  Participant's  Account  upon  becoming  a
Participant in the Plan,  then the Period of Service of an Employee who incurs a
1-Year Period of Severance before  satisfying such eligibility  requirement will
not be counted for eligibility purposes.

     1.46 PERIOD OF SEVERANCE: See definition of Period of Service.

     1.47 PERMISSIVE  AGGREGATION  GROUP: The term Permissive  Aggregation Group
means a  Required  Aggregation  Group  plus  any  Employer  plan(s)  which  when
considered  as a group with the  Required  Aggregation  Group would  continue to
satisfy Code section 401(a)(4) and section 410.

     1.48  PLAN OR BASIC  PLAN:  The term Plan or Basic  Plan  means the plan as
contained  herein in  conjunction  with the  Adoption  Agreement  adopted by the
Sponsoring Employer.

     1.49 PLAN YEAR: The term Plan Year means the Plan's twelve month accounting
year as elected by the  Sponsoring  Employer  in  Section  1.10 of the  Adoption
Agreement.  In the  event of a change  in the Plan  Year,  a short  Plan Year is
established  beginning  the day  after  the last day of the plan  year in effect
before this change and ending on the last day of the new Plan Year.

     1.50  POLICY:  The term  Policy  means a life  insurance  policy or annuity
contract purchased pursuant to the provisions of Section 7.13 of the Plan.

     1.51 QMAC: The term QMAC means a Qualified Matching Contribution.

     1.52 QNEC: The term QNEC means a Qualified Non-Elective Contribution.

     1.53 QUALIFIED  JOINT AND SURVIVOR  ANNUITY:  The term Qualified  Joint and
Survivor Annuity means an immediate annuity for the life of the Participant with
a survivor  benefit for the life of the  Participant's  Spouse which is not less
than 50% nor more than 100% of the annuity payable during the joint lives of the
Participant and his or her Spouse and which is the

                                     13-22

<PAGE>

amount of benefit  which can be  purchased  with the  Participant's  Vested
Aggregate  Account.  The survivor benefit will be 50% unless a higher percentage
is elected by the Participant.

     1.54  QUALIFIED   MATCHING   CONTRIBUTION:   The  term  Qualified  Matching
Contribution means a Matching  Contribution which is subject to the distribution
and nonforfeitability requirements of Code section 401(k) when made to the Plan,
and to the extent necessary is available for ADP or ACP Testing.

     1.55 QUALIFIED NON-ELECTIVE CONTRIBUTIONS:  The term Qualified Non-Elective
Contribution  means a  contribution  (other  than a Matching  Contribution  or a
Qualified  Matching  Contribution) that is made by the Employer and allocated to
Participant's Account and that satisfies the following  requirements:  (a) it is
used  for the  purpose  of  satisfying  the ADP  Test  or the  ACP  Test;  (b) a
Participant may not elect to receive it in cash until distributed from the Plan;
and (c) it is subject to the same distribution requirements as are applicable to
Elective    Deferrals   and   Qualified    Matching    Contributions   and   the
nonforfeitability  requirements  of Code  section  401(k) when made to the Plan.
Qualified   Non-Elective   Contributions  may  be  considered  for  purposes  of
determining  the Top Heavy Minimum  Contribution  pursuant to the  provisions of
Section 3.5. 1-15

     1.56  QUALIFIED   PRERETIREMENT   SURVIVOR  ANNUITY:   The  term  Qualified
Preretirement  Survivor  Annuity  means a  survivor  annuity  for the  life of a
deceased Participant's  surviving Spouse which is equal to the amount of benefit
which can be  purchased by 50% of the deceased  Participant's  Vested  Aggregate
Account  determined at the date of death. In determining a Participant's  Vested
Aggregate  Account for purposes of this Section,  any security  interest held by
the Plan because of a loan  outstanding  to the  Participant  will be taken into
consideration and, if applicable, the Participant's own deductible contributions
made for Plan Years prior to January 1, 1989 will be disregarded.

     1.57 REQUIRED  AGGREGATION GROUP: The term Required Aggregation Group means
(a) each qualified deferred  compensation Plan of the Employer in which at least
one  Key  Employee   participates   or  participated  at  any  time  during  the
determination  period  (regardless of whether the plan has terminated);  and (b)
any other qualified  deferred  compensation plan of the Employer which enables a
plan described in (a) to satisfy Code section 401(a)(4) or section 410.

     1.58 REQUIRED  BEGINNING  DATE: The term Required  Beginning Date means the
later of the date as elected by the  Sponsoring  Employer  in Section 5.3 of the
Adoption Agreement; or (a) for a Participant who is not a 5-percent owner, April
1st of the calendar  year  following the later of the calendar year in which the
Participant  reaches Age 70 1/2 or the  calendar  year in which the  Participant
actually retires,  and (b) for Plan Years beginning on or after January 1, 1997,
for a  Participant  who is a 5-percent  owner,  April 1st of the  calendar  year
following  the calendar year in which the  Participant  reaches Age 70 1/2. Once
distributions  have begun to a  5-percent  owner under this  Section,  they must
continue to be  distributed,  even if the  Participant  ceases to be a 5-percent
owner in a subsequent year. However, any election by a Participant,  including a
Participant  who is a  5-percent  owner,  prior  to  January  1,  1984 to  defer
distributions to actual  retirement date shall continue in effect. A Participant
will be  treated as a  5-percent  owner  hereunder  if such  Participant  is a 5
percent  owner as defined in Code  section  416 at any time during the Plan Year
ending with or within the calendar  year in which such owner reaches Age 70 1/2.
If the transition option is elected by the Sponsoring Employer in Section 5.3 of
the Adoption Agreement:

     (a) Affected Participant's Election To Defer Distribution Until Retirement:
Any  Participant  who  reaches Age 70 1/2 in years after 1995 may elect by April
1st of the calendar  year  following  the year in which he or she reached Age 70
1/2 (or by December 31, 1997 in the case of a Participant who reaches Age 70 1/2
in 1996) to defer  distributions  until the calendar year following the calendar
year in which  such  Participant  retires.  If no such  election  is  made,  the
Participant will begin receiving distributions by April 1st of the calendar year
following  the year in which he or she reaches  Age 70 1/2 (or by  December  31,
1997 in the case of a Participant who reaches Age 70 1/2 in 1996).

     (b)  Affected   Participant's   Election  To  Suspend   Distribution  Until
Retirement:  Any  Participant  who reaches Age 70 1/2 in years prior to 1997 may
elect to stop  distributions  and  recommence  by April 1st of the calendar year
following  the  year  in  which  the  Participant  retires.  If  elected  by the
Sponsoring  Employer in Section  5.3 of the  Adoption  Agreement,  a new Annuity
Starting Date may begin upon the recommencement date.

     (c) Pre-Retirement Age 70 1/2 Distribution Option: The preretirement Age 70
1/2  distribution  option will only be eliminated  with respect to Employees 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 this amended Plan. The  preretirement
Age 70 1/2  distribution  option is an  optional  form of  benefit  under  which
benefits payable in a particular  distribution form (including any modifications
that may be  elected  after  benefit  commencement)  begin at a time  during the
period that  begins on or after  January  1st of the  calendar  year in which an
Employee  reaches  Age 70 1/2  and  ends  April 1 of the  immediately  following
calendar year.

                                     14-22

<PAGE>
     1.59 ROLLOVER CONTRIBUTION:  The term Rollover Contribution means an amount
transferred  to this Plan (a) in a trustee  to  trustee  transfer  from  another
qualified  plan;  (b) from  another  qualified  plan as a lump sum  distribution
eligible  for tax  free  rollover  treatment  and  which is  transferred  by the
Participant to this Plan within 60 days following his receipt thereof;  (c) from
a  conduit  individual  retirement  account  if the  only  assets  therein  were
previously  distributed to the  Participant by another  qualified plan as a lump
sum  distribution  eligible  for a tax free  rollover  within 60 days of receipt
thereof and earnings on said assets; or (d) from a conduit individual retirement
account  meeting  the  requirements  of (a) above and  transferred  to this Plan
within 60 days of receipt thereof.  Any amount which is transferred to this Plan
from  another  qualified  retirement  plan which at the time of transfer was not
subject to the joint and survivor  annuity and  pre-retirement  survivor annuity
requirements of Code section 401(a)(11),  or which is transferred from a conduit
individual  retirement  account,  will not at any time be subject to the spousal
consent requirements as set forth in Section 5.8. 1-16

     1.60 SAFE HARBOR  CONTRIBUTION  ACCOUNT:  The term Safe Harbor Contribution
Account means the  sub-account of a  Participant's  Account to which Safe Harbor
Matching Contributions and Safe Harbor Non-Elective Contributions are credited.

     1.61 SAFE HARBOR MATCHING AND ENHANCED MATCHING CONTRIBUTION:  Except where
otherwise  indicated,  Safe  Harbor  Enhanced  Matching  Contribution  shall  be
included  within the meaning of the term Safe Harbor  Matching  Contribution  as
used  herein.  The term  Safe  Harbor  Matching  Contribution  means a  Matching
Contribution  made to this Plan in which a  Participant  will have a 100% Vested
Interest at all times. Safe Harbor Matching  Contributions can only be withdrawn
upon  the  earlier  of the  date  (1) a  Participant  incurs  a  Termination  of
Employment;  (2) a Participant dies; (3) a Participant suffers a Disability; (4)
an event  described  in Code section  401(k)(10)  occurs;  or (5) a  Participant
reaches  Age  59  1/2  if on or  after  such  date  a  preretirement  in-service
withdrawal of Safe Harbor Matching  Contributions is permitted by the Sponsoring
Employer under Section 5.20. The  eligibility  requirements  of Section 2 of the
Adoption  Agreement  shall apply to Safe Harbor Matching  Contributions,  except
that if Section 2.1 provides for an eligibility  requirement in excess of 1 Year
of Service or a 1-Year Period of Service,  the  eligibility  requirement for the
Safe Harbor Matching  Contribution  shall be deemed to be 1 Year of Service or a
1-Year Period of Service unless the Administrator  elects a shorter  eligibility
pursuant to Section 1.10.

     1.62  SAFE  HARBOR   NON-ELECTIVE   CONTRIBUTION:   The  term  Safe  Harbor
Non-Elective Contribution means a Non-Elective Contribution made to this Plan in
which a Participant  will have a 100% Vested Interest at all times.  Safe Harbor
Non-Elective  Contributions  can only be withdrawn  upon the earlier of the date
(1) a Participant  incurs a Termination of Employment;  (2) a Participant  dies;
(3) a Participant  suffers a Disability;  (4) an event described in Code section
401(k)(10)  occurs; or (5) a Participant  reaches Age 59 1/2 if on or after such
date  a  pre-retirement   in-service  withdrawal  of  Safe  Harbor  Non-Elective
Contributions  is permitted by the Employer under Section 5.20. The  eligibility
requirements of Section 2.1 of the Adoption Agreement shall apply to Safe Harbor
Non-Elective  Contributions,   except  that  if  Section  2.1  provides  for  an
eligibility  requirement  in excess of 1 Year of Service  or a 1-Year  Period of
Service,   the  eligibility   requirement  for  the  Safe  Harbor   Non-Elective
Contribution  shall be  deemed  to be 1 Year of  Service  or a 1-Year  Period of
Service  unless  the  Administrator  elects a shorter  eligibility  pursuant  to
Section 1.2.

     1.63 SAFE HARBOR  NOTICE : For any Plan Year in which the Employer  decides
to  make a  Safe  Harbor  Matching  Contribution  or  Safe  Harbor  Non-Elective
Contribution,  the term  Safe  Harbor  Notice  means a notice  provided  to each
Participant which is issued in a timely manner as set forth in Notices 98-52 and
2000-3, and complies with the following:

     (a) Form Of Notice: A Safe Harbor Notice must in writing in accordance with
section V.C. of Notice 98-52. The Plan will be deemed to have satisfied  section
V.C. of said Notice if, instead of issuing a written paper document, an Employee
receives the notice through an electronic medium which is reasonably  accessible
to the Employee and which  satisfies  the  requirements  imposed  thereon  under
Notice 2000-3,  Q&A-7. Except as otherwise provided in paragraphs (b) and (c), a
Safe  Harbor  Notice must  describe  the Safe  Harbor  Matching or  Non-Elective
Contribution  formula to be used under the Plan  (including a description of the
levels of Matching  Contributions,  if any,  available  under the Plan), or must
describe the other plan to which a Safe Harbor Alternative  Contribution will be
made.

     (b) Alternative  Requirements For Safe Harbor  Non-Elective  Contributions:
Instead of stating the amount of the Safe Harbor  Non-Elective  Contribution,  a
Safe  Harbor  Notice can simply  state that the Plan may  provide a Safe  Harbor
Non-Elective  Contribution  for the Plan  Year.  In order to then  make the Safe
Harbor  Non-Elective  Contribution for the Plan Year, a supplemental notice must
be given to Participants no later than 30 days prior to the last day of the Plan
Year which  informs them that a Safe Harbor  Non-Elective  Contribution  will be
made for the Plan Year. For administrative convenience, this supplemental notice
can be provided separately or as part or the Safe Harbor given for the next Plan
Year.

     (c) Alternative  Requirements For Safe Harbor Matching  Contributions:  The
Employer can decide to reduce or eliminate

                                     15-22

<PAGE>

the Safe Harbor  Matching  Contribution  formula that was  described in the
Safe  Harbor  Notice  for that Plan Year by  issuing  a  supplemental  notice to
Participants  which explains the  consequences and informs them of the effective
date of the reduction or elimination, and which also informs them that they have
a  reasonable  opportunity  (including  a  reasonable  period)  to change  their
Elective Deferral  percentage and, if applicable,  the amount of their Voluntary
Employee  Contribution.  The reduction or elimination of a Safe Harbor  Matching
Contribution  for a Plan Year will be  effective  no earlier  than 30 days after
Participants are given the supplemental notice.

     (d)  Incorporation  By Reference:  Each Safe Harbor Notice or  supplemental
notice will be  considered  an addendum to the Plan,  and the terms of each such
Safe  Harbor  Notice or  supplemental  notice  will  become part of this Plan by
reference.

     1.64  SELF-EMPLOYED  INDIVIDUAL:  The term  Self-Employed  Individual means
anyone who owns an interest  (other than stock) in the  Employer  and has Earned
Income for the Plan Year or would  have had  Earned  Income but for the fact the
Employer had no net profits for the Plan Year.

     1.65 SEVERANCE FROM SERVICE DATE: See definition of Period of Service.

     1.66 SHAREHOLDER-EMPLOYEE: The term Shareholder-Employee means, in the case
of an Employer  or  Affiliated  Employer  which is an  electing  small  business
corporation,  an individual who is an employee or officer of such electing small
business  corporation and 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% of the outstanding stock of the corporation.

     1.67 SPONSOR:  The term Sponsor or Sponsoring  Employer  means the Employer
who adopts the Plan under the terms of  Section  1.5 of the  Adoption  Agreement
(and any successor thereto that elects to assume sponsorship of this Plan).

     1.68  SPOUSE:  The term Spouse  means the person to whom a  Participant  is
legally married to the Participant  throughout the one year period ending on the
earlier of the Annuity Starting Date or the date of the Participant's death.

     1.69 SUPER TOP HEAVY:  The term Super Top Heavy  means the Top Heavy  Ratio
exceeds 90%.

     1.70  TERMINATION OF EMPLOYMENT:  The term  Termination of Employment means
that  a  Participant  has  ceased  to be an  Employee  for  reasons  other  than
retirement, death, or Disability.

     1.71  TERMINATED  PARTICIPANT:  The  term  Terminated  Participant  means a
Participant who has ceased to be an Employee for reasons other than  retirement,
death or Disability.

     1.72 TOP HEAVY:  The term Top Heavy means for any Plan Year beginning after
December  31, 1983 that (a) the Top Heavy Ratio  exceeds 60% and the Plan is not
part of a Required Aggregation Group or Permissive Aggregation Group; or (b) the
Plan is a part of a Required Aggregation Group but not a Permissive  Aggregation
Group and the Top Heavy  Ratio for the group  exceeds  60%; or (c) the Plan is a
part of a Required Aggregation Group and a Permissive  Aggregation Group and the
Top Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

     1.73 TOP HEAVY MINIMUM  ALLOCATION:  The term Top Heavy Minimum  Allocation
means an amount of  Employer  contributions  and  Forfeitures  equal to 3% of an
Employee's  Compensation (or such higher or lesser percentage of Compensation as
may  otherwise be indicated in Section  3.5).  The term Top Heavy Extra  Minimum
Allocation  means an amount  equal to 4% of the  Section 415  Compensation  of a
Non-Key Employee for the applicable Plan Year.

     1.74 TOP HEAVY RATIO: In determining if this Plan is Top Heavy or Super Top
Heavy,  the Top Heavy Ratio will be determined in accordance  with the following
provisions:

     (a) Rule 1: If the  Employer  maintains  one or more  defined  contribution
plans  (including  SEPs) and has not maintained  any defined  benefit plan which
during the 5-year period ending on the Determination  Date had accrued benefits,
the Top Heavy  Ratio  for this  Plan  alone or for the  Required  or  Permissive
Aggregation  Group  is a  fraction,  the  numerator  of  which is the sum of the
account  balances of all Key Employees as of the  Determination  Date (including
any part of any account  balance  distributed in the 5-year period ending on the
Determination  Date),  and the  denominator  of which is the sum of the  account
balances  (including any part of any account  balance  distributed in the 5-year
period ending on the  Determination  Date) determined under Code section 416 and
the  regulation  thereunder.  Both the numerator and the  denominator of the Top
Heavy Ratio will be increased to reflect any  contribution  not actually made as
of the  Determination  Date but which is required to be taken into account under
Code Section section 416 and the regulations

                                     16-22

<PAGE>

thereunder.

     (b) Rule 2: If the  Employer  maintains  one or more  defined  contribution
plans  (including  SEPs) and  maintains  or has  maintained  one or more defined
benefit plans which during the 5-year period  ending on the  Determination  Date
has had any accrued benefits, the Top Heavy Ratio for any Required or Permissive
Aggregation  Group is a fraction,  the  numerator of which is the sum of account
balances under the aggregated  defined  contribution plans for all Key Employees
determined in accordance  with  paragraph  (a), and the present value of accrued
benefits under the aggregated  defined  benefit plans for all 1-18 Key Employees
as of the  Determination  Date,  and the  denominator of which is the sum of the
account  balances  under  the  aggregated  defined  contribution  plans  for all
Participants, determined in accordance with paragraph (a), and the present value
of  accrued  benefits  under  the  aggregated  defined  benefit  plans  for  all
Participants as of the Determination Date, all determined under 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 made in the 5-year period ending on the Determination Date.

     (c) Rule 3: For  purposes of  paragraphs  (a) and (b), 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  will be  disregarded  for a
Participant  (1) who is not a Key Employee but who was a Key Employee in a prior
year or (2) who has not been credited with at least one Hour of Service with any
Employer maintaining the Plan at any time during the 5-year period ending on the
Determination  Date.  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.  When
aggregating  plans,  the value of the account balances and accrued benefits will
be calculated  with  reference to the  Determination  Date that falls within the
same  calendar  year.  The  accrued  benefit of a  Participant  other than a Key
Employee will be determined under (1) the method, if any, that uniformly applies
for accrual purposes under all defined benefit plans maintained by the Employer,
or (2) effective as of the first Plan Year beginning after December 31, 1986, 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
411(b)(1)(C).  Deductible employee  contributions will not be taken into account
in determining the Top Heavy Ratio.

     (d) Definition Of  Determination  Date: In determining the Top Heavy Ratio,
the term Determination Date means the last day of the preceding Plan Year except
for the first Plan Year when the  Determination  Date means the last day of such
first Plan Year.

     (e) Computing Present Values:  For purposes of establishing  present values
to compute the  top-heavy  ratio,  benefits not in pay status are handled on the
basis that  retirement  occurs on the automatic  vesting date or, if later,  the
date of  reference.  Benefits are  discounted  only for interest and  mortality.
Unless  elected  by the  Sponsoring  Employer  in  Section  6.1 of the  Adoption
Agreement, the following factors shall apply:

     (1)  Interest:  6% before  attaining  Normal  Retirement  Age; and 5% after
attaining Normal Retirement Age.

     (2) Mortality:  None before attaining  Normal  Retirement Age. For benefits
with an Annuity Starting Date before December 31, 2002, as set forth in Internal
Revenue Service Rev. Rul. 95-6 equal to the 1983 Group Annuity  Mortality gender
neutral blended 50/50 Male and Female; and for benefits with an Annuity Starting
Date on or after such date, as set forth in Internal  Revenue  Service Rev. Rul.
2001-62 equal to the 1994 Group Annuity  Reserving  Mortality Table projected to
2002 based on a fixed blend of 50% of the unloaded Male mortality  rates and 50%
of the Female mortality rates.

     1.75 TRUSTEE: The term Trustee means the persons or entity named as trustee
or trustees in this Plan and any successor to such Trustee or Trustees.

     1.76 TRUST FUND: The term Trust Fund or Trust means the assets of the Plan.

     1.77 VALUATION DATE: Except as otherwise  provided  regarding the Top Heavy
Ratio,  the term Valuation  Date means the date on which the Trustee  determines
the value of the Trust Fund,  which must occur at least annually on the last day
of each Plan Year. If elected by the  Sponsoring  Employer in Section 8.2 of the
Adoption Agreement, the Valuation Date shall be more frequently than annually on
the last day of the Plan Year. The  Administrator  may also value the Trust Fund
on such other dates deemed necessary by the  Administrator in a manner that does
not discriminate in favor of HCEs.

                                     17-22


<PAGE>

1.78    VESTED AGGREGATE ACCOUNT: The term Vested Aggregate Account means a
        Participant's Vested Interest in the aggregate value of his or her
        Participant's Account and any accounts attributable to the Participant's
        own Plan contributions (including rollovers).

1.79    VESTED, VESTED INTEREST and VESTING: The terms Vested, Vested Interest,
        and Vesting mean a Participant's nonforfeitable percentage in an account
        maintained on his or her behalf by the Plan. A Participant's Vested
        Interest in his or her Participant's Account will be determined under
        the provisions of Section 4.3.

1.80    YEAR OF PLAN PARTICIPATION: If Hours of Service are not counted, the
        term Year of Plan Participation means a Plan Year in which a Participant
        completes a 1-Year Period of Service. If Hours of Service are counted,
        the term Year of Plan Participation means a Plan Year in which a
        Participant completes at least 1000 Hours of Service (or lesser number
        of Hours of Service if elected in Section 2.5 of the Adoption
        Agreement).

     1.81 YEAR OF SERVICE: If Hours of Service are not counted in Section 2.5 of
the Adoption Agreement: This paragraph shall not be applicable.

     If Hours of Service are counted in Section  2.5 of the  Adoption  Agreement
For purposes of determining a  Participant's  Vested  Interest and for all other
purposes  of  determining  Years of Service  and  eligibility,  the term Year of
Service means a  12-consecutive  month  computation  period in which an Employee
completes  at least 1000 Hours of Service (or lesser  number of Hours of Service
if elected in Section  2.5 of the  Adoption  Agreement)  for an  Employer  or an
Affiliated Employer.

        A Year of Service will be determined in accordance with the following
provisions:

     (a) Definition Of Employment Commencement Date: The Employment Commencement
Date is the first day an Employee performs an Hour of Service for an Employer or
an Affiliated  Employer.  The  Re-employment  Commencement Date is the first day
following  a Break in Service on which an  Employee  performs an Hour of Service
for an Employer or an Affiliated Employer.

     (b)   Eligibility   Computation   Period:   If  applied  in  determining  a
Participant's  Hours of Service for  eligibility for the Plan in accordance with
Article 2, an Employee's initial  12-consecutive  month eligibility  computation
period will begin on the Employee's Employment Commencement Date.

     If eligibility  computation  period remains each  anniversary as elected in
Section  2.5  of  the  Adoption  Agreement:  Each  12-month  computation  period
thereafter  will  begin  on  the   anniversary  of  the  Employee's   Employment
Commencement Date.

     If  eligibility  computation  period  switches  to plan year as  elected in
Section  2.5  of  the  Adoption  Agreement:   The  second  12-consecutive  month
eligibility  computation  period  will  begin on the  first day of the Plan Year
which  begins  prior  to the  first  anniversary  of the  Employee's  Employment
Commencement Date regardless of whether the Employee is credited with 1000 Hours
of Service  (or lesser  number of Hours of Service if elected in Section  2.5 of
the Adoption  Agreement) during the initial  computation period. If the Employee
is credited  with 1000 Hours of Service (or lesser number of Hours of Service if
elected  in  Section  2.5  of  the  Adoption  Agreement)  in  both  the  initial
eligibility computation period and in the second eligibility computation period,
the  Employee  will be  credited  with two  Years  of  Service  for  eligibility
purposes.  If a Plan Year is less than 12 months,  the 1000 Hours of Service (or
lesser  number of Hours of Service if  elected  in Section  2.5 of the  Adoption
Agreement) requirement set forth herein will be proportionately reduced.

     (c) Computation Period For Other Than Eligibility:  For all purposes except
eligibility an Employee's 12-consecutive month computation period will be either
(1) or (2) as elected in Section 2.5 of the Adoption Agreement, as follows:

     (1) The Plan Year. If any Plan Year is less than 12 months, if the Hours of
Service  requirement  elected in Section 2.5 of the Adoption Agreement is larger
than one (1) it will be proportionately reduced; or

     (2) An Employee's  initial  12-consecutive  month  eligibility  computation
period will begin on the date an Employee first completes an Hour of Service and
each 12-month computation period thereafter will begin on the anniversary of the
Employee's Employment Commencement Date.

                                     18-22

<PAGE>

     (d) Prior  Service  Credit:  An Employee  will also receive  credit for all
Years of Service  with the  Employer(s)  named in Section  1.13 of the  Adoption
Agreement.  However,  no  Participant  shall be granted  more than five (5) such
Years of Service with any other  business  entity which is not an Employer or an
Affiliated  Employer  (or was not an  Adopting  Employer),  unless  a  favorable
determination  letter is requested  and  obtained  specifically  regarding  such
credit from the  Internal  Revenue  Service.  Otherwise,  an  Employee  will not
receive  credit for Years of Service  with any other  Employer  for any  purpose
under the terms of this Plan except as  otherwise  set forth herein with respect
to an Employer or an Affiliated Employer.

     (e) Re-employment  Before A Break In Service:  If a Participant  terminates
employment  and is  re-employed  before  incurring  a  Break  in  Service,  such
Participant  will continue to  participate in the Plan and earn credit for Years
of  Service  in the same  manner as if the  termination  of  employment  had not
occurred.

     (f) Re-employment After A Break In Service: If a former Employee terminates
employment and is re-employed by the Employer or an Affiliated  Employer after a
Break in Service,  Years of Service which were  completed  prior to the Break in
Service will be counted, subject to the following:

     For eligibility purposes if such Employee did not have a Vested Interest in
his or her Account  before  incurring the Break in Service and the number of the
Employee's  consecutive  Breaks in Service equals or exceeds the greater of five
or the  aggregate  number  of Years of  Service,  Years of  Service  which  were
completed  prior to the Break in  Service  will not be  counted.  The  aggregate
number of Years of Service  will not  include  any Years of  Service  previously
disregarded  hereunder  by reason of prior  Breaks in  Service.  If such  former
Employee's Years of Service are disregarded under this paragraph, he or she will
be treated as a new Employee for eligibility purposes.

     If  before  incurring  the  Break in  Service  he or she  either  (1) was a
Participant,  he or she will be  reinstated as a  Participant  immediately  upon
re-employment  by the Employer;  or (2) was not a Participant  but had satisfied
the eligibility requirements of Section 2.1, he or she will become a Participant
on the Employee's  Re-employment  Commencement Date (if employed by an Employer)
or if later the date the Employee  would have entered the Plan had he or she not
terminated  employment  with the Employer;  or (3) was not a Participant and had
not satisfied  the  eligibility  requirements  of Section 2.1, he or she will be
eligible to participate in the Plan after the  satisfaction  of the  eligibility
requirements of Article 2.

     For  purposes  of  determining  Vesting  and any other  purpose  other than
eligibility, if the Employee has incurred 5 consecutive Breaks in Service, Years
of Service  completed prior to such 5 consecutive  Breaks in Service will not be
counted for such purposes if the  Participant  did not have a Vested Interest in
his or her  Account  and the  number  of the  Employee's  consecutive  Breaks in
Service  equals or exceeds the aggregate  number of Years of Service before such
period.

     (g) Ignoring  Service For  Eligibility If More Than One Year Of Service For
Eligibility:  If this  Plan at any  time  (1)  provides  in  Section  2.1 of the
Adoption  Agreement  that an Employee  must  complete more than either 1 Year of
Service or 12 months of service for eligibility, and (2) provides in Section 4.3
of the Adoption  Agreement that an Employee will have a 100% Vested  Interest in
the Participant's Account upon becoming a Participant, then the Years of Service
of an Employee who incurs a Break in Service before  satisfying such eligibility
requirement will not be counted for eligibility purposes.

                                     19-22

<PAGE>

                                   ARTICLE 2
                             PLAN PARTICIPATION

     2.1 ELIGIBILITY REQUIREMENTS:  If this is an amended Plan, any Employee who
is a  Participant  on the day before the  effective  date in Section  1.4 of the
Adoption Agreement will continue to participate in the Plan.

     An  Employee  will be  eligible  to become a  Participant  in the Plan upon
satisfying the eligibility requirements as elected by the Sponsoring Employer in
Section 2 of the Adoption Agreement, subject to the following provisions:

     All Employees  shall be eligible for  participation  in the Plan except for
the  following  ineligible  classes if elected  in Section  2.4 of the  Adoption
Agreement:

     (a)  Employees  whose  employment  is governed by a  collective  bargaining
agreement between Employee  representatives and the Employer in which retirement
benefits  were the  subject  of good faith  bargaining  unless  such  collective
bargaining  agreement  expressly provides for the inclusion of such Employees as
Participants in the Plan,

     (b)  Persons  who  became  Employees  as  the  result  of a  "Code  section
410(b)(6)(C)  transaction".  These  Employees will be excluded during the period
beginning on the date of the transaction and ending on the last day of the first
Plan  Year  beginning  after  the  date  of the  transaction.  A  "Code  section
410(b)(6)(C)" transaction" is an asset or stock acquisition,  merger, or similar
transaction  involving a change in the  employer of the  employees of a trade or
business.

     (c) Employees who are non-resident  aliens who do not receive earned income
from the  Employer  which  constitutes  income  from  sources  within the United
States,

     In  addition,  if  the  Sponsoring  Employer  utilizes  a  Non-Standardized
Adoption Agreement,  the following  ineligible classes of Employees shall not be
eligible for participation in the Plan if elected in Section 2.4 of the Adoption
Agreement:

     (d) any  person  who is  considered  a Leased  Employee  but who (i) is not
covered by a plan described in Code section  414(n)(5),  or (ii) is covered by a
plan described in Code section  414(n)(5) but Leased  Employees  constitute more
than 20% of the Employer's nonhighly compensated workforce,

     (e) Employees who are employed by an  Affiliated  Employer  which is not an
Adopting Employer, and

     (f) Any other ineligible  classes of Employees if elected in Section 2.4 of
the Adoption Agreement.

     If an  Employee  who is not a member  of the  eligible  class of  Employees
becomes a member of the eligible  class,  such Employee will  participate in the
Plan  immediately  if he or she  has  satisfied  the  minimum  age  and  Service
requirements and would have previously become a Participant had he or she been a
member of the eligible class.  The  participation of a Participant who becomes a
member of an ineligible  class will be suspended,  and such  Participant will be
entitled to an allocation of Employer contributions and Forfeitures for the Plan
Year only to the extent of any applicable Hours of Service or Periods of Service
completed  while a member of the eligible class of Employees.  Upon returning to
an  eligible  class of  Employees,  a  suspended  Participant  will  immediately
participate  again in the Plan. The Vested  Interest of a Participant who ceases
to be a member of an eligible class will continue to increase in accordance with
Section 4.3.

     A former  Participant  will again  become a  Participant  immediately  upon
returning to the employ of the Employer unless such former  Participant's  Years
of Service or Periods of Service may be disregarded by reason of prior Breaks in
Service.

     For any Plan Year in which the Employer elects to disaggregate  the Plan in
accordance with Treas. Reg.  1.401(k)-1(b)(3)(ii) for purposes of ADP and/or ACP
testing,   and  the   eligibility   requirement  for  Matching  or  Non-Elective
Contributions  elected in Section 2.1 of the Adoption  Agreement is one year (or
365 days) or more, the eligibility  requirement for the Safe Harbor Non-Elective
Contribution or the Safe Harbor Matching  Contribution  shall be 1 year,  unless
the Administrator elects a shorter period applicable to Elective Deferrals.

     2.2 ENTRY DATE:  An eligible  Employee who has  satisfied  the  eligibility
requirements  set forth in Section 2.1 will enter the Plan as a  Participant  on
the date as elected by the  Sponsoring  Employer in Section 2.2 of the  Adoption
Agreement.

                                      1-2

<PAGE>

     2.3 WAIVER OF  PARTICIPATION:  An  Employee  who is  otherwise  eligible to
participate in the Plan may elect to waive such participation in accordance with
the following provisions:

     (a)  Irrevocable  Election:  An  Eligible  Employee  may  make  a  one-time
irrevocable   election  to  waive  participation  in  the  Plan.  However,   the
Administrator may in its sole discretion elect not to make this option available
to one or more Eligible  Employees if the Eligible Employee is not an HCE and is
not likely to become an HCE and if the Administrator determines that such waiver
may  cause the Plan for any Plan  Year to fail to  satisfy  one of the tests set
forth in Code section  410(b)(1)(A)  or Code section  410(b)(1)(B)  and (C). The
Employee's  election to waive  participation  in the Plan must be in writing and
must be delivered to the  Administrator on or before the date the Employee first
becomes  eligible to  participate  in the Plan.  Notwithstanding  the  foregoing
however, once an Employee has become a Participant in the Plan, no waiver can be
made, except as provided in paragraph (b) below.

     (b) Election To Waive Allocation:  Notwithstanding paragraph (a) above, and
subject to the  Top-Heavy  Minimum  Allocation  requirements  of Section  3.5, a
Participant may agree to forego an allocation of Employer  contributions  to his
or her Participant's  Account for all or any Plan Years if such Participant is a
Highly Compensated Employee for such Plan Year.

     (c)  Administrative   Requirements:   The  Employee's   election  to  waive
participation  or forego an allocation  must be in writing and must be delivered
to the  Administrator  on or before the date the Employee first becomes eligible
to  participate  in the Plan in the case of a waiver  under  paragraph  (a), and
before the Participant is entitled to an allocation to his or her  Participant's
Account in the case of foregoing such allocation  under paragraph (b) for a Plan
Year. The Administrator will furnish any form required to make an election under
this Section,  which may include the  requirement  for consent by the Employee's
Spouse.

     2.4 REEMPLOYMENT:  If an Employee terminates employment and is subsequently
re-employed by the Employer or an Affiliated Employer,  such Employee's Years of
Service and/or  Periods of Service for purposes of  eligibility  (as well as the
time  such  Employee  enters or  re-enters  the Plan as a  Participant)  will be
determined in accordance  with the rules described in the definition of Years of
Service and/or Periods of Service.

     2.5  EXCLUSION OF ELIGIBLE  EMPLOYEE:  If any Employee who should have been
included as a Participant is erroneously excluded from the Plan in any Plan Year
and discovery of such omission is not made until after a  contribution  for that
Plan Year has been allocated, the Employer will correct the omission so that the
omitted Employee receives the same amount which the Employee would have received
had he or she not been omitted. Such omission can be corrected by one or more of
the following methods:  (a) by making an additional  contribution to the Plan on
behalf of the omitted Employee;  (b) by allocating any available  Forfeitures on
behalf  of the  omitted  Employee;  or (c) by any  other  method  of  correction
permitted under Revenue  Procedure 2000- 16 or any subsequent  Revenue Procedure
or guidance issued by the Internal Revenue Service.

     2.6  INCLUSION OF  INELIGIBLE  EMPLOYEE:  If any person who should not have
been  included as a  Participant  is  erroneously  included in any Plan Year and
discovery of that incorrect inclusion is not made until after a contribution for
that Plan Year has been allocated, and such ineligible Employee has not received
a  distribution  of the amount  erroneously  allocated  to him or her,  then the
amount erroneously contributed with respect to the ineligible Employee cannot be
refunded to the Employer  and will be applied as a Forfeiture  for the Plan Year
in which the error is discovered.

                                      2-2

<PAGE>


                                    ARTICLE 3
                          CONTRIBUTIONS AND ALLOCATIONS

     3.1 EMPLOYER CONTRIBUTIONS: The Employer intends to pay contributions for a
particular  Plan Year in such  amounts  and at such  times as the  Employer  may
decide.  The Employer does not guarantee either the making of the  contributions
or the payment of the benefits under the Plan.  The Employer  reserves the right
to reduce,  suspend  or  discontinue  contributions  for any reason at any time,
provided,  however,  that if the Plan is deemed to be  terminated as a result of
such reduction,  suspension or discontinuance,  the provisions of Article 9 will
become  effective.  The  Employer's  contribution  (if any) may consist of cash,
qualifying  employer  securities or qualifying employer real property as defined
in ERISA section 407(d), or any other property permitted under Code section 4975
and  acceptable  to the Trustee.  If an Employee  should have been included as a
Participant  but is  mistakenly  excluded for any reason,  the omission  will be
corrected as specified in Section 2.5.

     In the  event  that  one or more  Adopting  Employers  are  not  Affiliated
Employers of the  Sponsoring  Employer,  (1) if the Plan was  established  after
December 31, 1988,  for each such Adopting  Employer  which is not an Affiliated
Employer  with the  Sponsoring  Employer  the  method for  determining  Employer
contributions  shall  provide for an amount of required  Employer  contributions
under Code  section  412 which is at least  equal to that which  would have been
required if such Adopting Employer would have maintained a separate plan, or (2)
if the Plan was  established  on or before  December  31,  1988,  the  amount of
required Employer contributions under Code section 412 shall be determined as if
all Participants were employed by a single Employer.

     (a) Contribution  Provisions Applicable To 401(k) Plans: For a 401(k) plan,
each Plan Year the Employer will contribute to the Plan such amount as it may in
its sole discretion determine, subject to the following provisions:

     (1) Elective Deferrals:

     (A) Amount of Elective Deferrals:  Each Eligible Participant may enter into
a Salary Savings Agreement in an amount as elected by the Sponsoring Employer in
Section 3.2 of the Adoption  Agreement,  authorizing  the Employer to withhold a
percentage  of the  Participant's  Compensation.  The amount so withheld will be
deemed an Elective  Deferral  that the Employer  will  contribute to the Plan on
behalf of the Participant.  The  Administrator  shall designate the frequency of
such elections but not less  frequently than once per year.  Elective  Deferrals
may be made in whole percentage increments of Compensation or in specific dollar
amounts as designated by the Participant.  The Administrator will have the right
to direct that such increments of Compensation be rounded to the next highest or
lowest  dollar.   Furthermore,   on  a  uniform   nondiscriminatory  basis,  the
Administrator  may permit a Participant to identify  separate  components of the
Participant's  Compensation (such as base salary,  bonuses, etc.) and to specify
that a different  Elective Deferral  percentage (or dollar amount) apply to each
such component.  However,  in no event may the dollar amount so withheld be more
than the maximum  dollar  amount  permitted  for that  calendar  year under Code
section  402(g)(5).Elective  Deferrals that exceed the  applicable  Code section
402(g)(5)  limitation  will be  deemed  Excess  Elective  Deferrals  and will be
returned to the affected  Participants in accordance with Section 5.18. Elective
Deferrals must satisfy one of the ADP Tests, and Elective  Deferrals that do not
satisfy  one of the ADP Tests will be deemed  Excess  Contributions  and will be
returned in accordance with Section 5.18.

     (B) Withdrawal Of Elective Deferrals:  Elective Deferrals (exclusive of the
earnings  thereon)  can only be  withdrawn  upon the earlier to occur of (A) the
date  the  Participant  incurs a  Termination  of  Employment;  (B) the date the
Participant  dies; (C) the date the  Participant  suffers a Disability;  (D) the
date an event  described in Code  section  401(k)(10)  occurs;  (E) the date the
Participant reaches Age 59 1/2, or, if hardship distributions are permitted, (F)
the date the Participant  qualifies for a financial hardship  distribution under
Section 5.19. Distribution will be made in accordance with Article 5.

     (C) Salary Savings Agreement:  A Participant may, in accordance with either
Section 3.2 of the Adoption Agreement as elected by the Sponsoring Employer or a
written policy established by the Administrator, amend his or her Salary Savings
Agreement to increase or decrease the percentage being withheld. The Participant
may also at any time suspend or cancel his or her Salary Savings  Agreement upon
reasonable  written notice (not to exceed 30 days). If a Participant  cancels or
suspends  his or her  Salary  Savings  Agreement,  the  Participant  will not be
permitted to put a new Salary  Savings  Agreement into effect until such time in
accordance  with 3-2 either Section 3.2 of the Adoption  Agreement as elected by
the Sponsoring  Employer or the written policy established by the Administrator.
If necessary to insure that the Plan  satisfies  the ADP Test,  the Employer may
also amend

                                      1-12

<PAGE>

     or terminate a Participant's  Salary Reduction  Agreement on written notice
to the Participant. If a Participant has not authorized the Employer to withhold
at the maximum rate permitted and the Participant  desires to increase the total
amount withheld for a Plan Year to the maximum rate  permitted,  the Participant
may  authorize the Employer upon  reasonable  notice to withhold a  supplemental
amount  up to 100% of his or  Compensation  for one or more pay  periods.  In no
event may the sum of the amount withheld under the Salary Savings Agreement plus
the  supplemental   withholding  exceed  25%  of  a  Participant's  Section  415
Compensation  for a Plan Year.

     (3) Matching  Contributions:  The Employer may contribute on behalf of each
Eligible  Participant  an  amount  of  Matching  Contributions  elected  by  the
Sponsoring  Employer  in  Section  3.4  of  the  Adoption  Agreement.   Matching
Contributions  made for each  Plan  Year must  satisfy  the ACP  Test.  Matching
Contributions  which do not satisfy the ACP Test will be deemed Excess Aggregate
Contributions  and  will be  returned  in  accordance  with  Section  5.18.  The
Administrator  may elect to treat all or any portion of a Matching  Contribution
as a QMAC sufficient to satisfy the ADP Test.

     Safe  Harbor  Matching  Contributions:  For any  Plan  Year for  which  the
Employer  issues a Safe Harbor Notice under Section 1.63 notifying  Participants
that a Safe Harbor Matching  Contribution will be made to the Plan (or that such
contribution may be made and subsequently issues a supplemental notice notifying
Participants  that such  contribution will actually be made), the Employer will,
in  the  absence  of  a  supplemental   notice  reducing  or  eliminating   such
contribution,  make a Safe Harbor  Matching  Contribution on behalf of each Safe
Harbor  Participant  as  defined  in  paragraph  (E) below  equal to the  amount
specified  in the Safe  Harbor  Notice,  which must be equal to a minimum of the
amount determined under (A) or (B) as follows:

     (A) Tiered Match: An amount equal to the sum of the following:  (i) 100% of
the amount such Participant's Elective Deferrals that do not exceed 3% of his or
her  Compensation;  plus (ii) 50% of the amount of such  Participant's  Elective
Deferrals  that  exceed 3% of his or her  Compensation  but do not  exceed 5% of
Compensation.  The  maximum  match that can be made under this  Tiered  Matching
Contribution  formula is 4% of Compensation which would apply to any Safe Harbor
Participant who defers at least 5% of Compensation.

     (B) Enhanced Match: An amount equal to the sum of (i) and (ii) as follows:

     (i) The amount of such Participant's  Elective Deferrals that do not exceed
the percentage  specified in the Safe Harbor Notice (which percentage must be at
least 3% but not more than 6%) of Compensation; plus

     (ii)  The   percentage   specified  in  the  Safe  Harbor  Notice  of  such
Participant's  Elective  Deferrals that exceed the  percentage  specified in the
Safe Harbor Notice (which  percentage  must be at least 3% but not more than 6%)
of the  Participant's  Compensation for the Plan Year and that do not exceed the
percentage  specified in the Safe Harbor Notice of the  Employee's  Compensation
for  the  Plan  Year.  Notwithstanding  the  foregoing,  Matching  Contributions
contributed  under this  subparagraph  must, at any rate of Elective  Deferrals,
equal at least the Matching  Contribution the Participant would have received if
the Employer  were making Basic  Matching  Contributions,  but the rate of match
cannot  increase as deferrals  increase.

     (C) HCE Match: A discretionary Safe Harbor Matching  Contribution up to the
same  amount  as in (A)  and  (B)  above  may  be  made  at the  Administrator's
discretion  for  Participants  eligible  to  share  who are  Highly  Compensated
Employees,  provided such allocation satisfies IRS nondiscrimination rules under
Code section 401(k) and section 401(m).

     (D) Additional  Discretionary  Match:  The Employer may also  contribute an
additional  discretionary amount of Safe Harbor Matching  Contributions for each
Plan Year. The  allocation of any such  discretionary  contribution  shall be in
proportion to the matchable  contributions of Participants eligible to share for
the Plan Year,  except that Highly  Compensated  Employees  are only entitled to
share to the extent the Plan  satisfies IRS  nondiscrimination  rules under Code
section 401(k) and Code section 401(m). 3-3

     (E) Safe  Harbor  Participant:  A Safe Harbor  Participant  shall mean each
Eligible Participant who is an NHCE for the Plan Year for the Plan Year (and, if
the  Sponsoring  Employer  elects,  who is an HCE for  the  Plan  Year)  who was
eligible  to make an  Elective  Deferral to the Plan at any time during the Plan
Year or who would  have  been  eligible  to make  Elective  Deferrals  but for a
suspension due to a hardship  distribution  or a statutory  limitation  (such as
Code section 402(g) and section 415).

     (4)  Non-Elective  Contributions:  The  Employer  may  make a  Non-Elective
Contribution  in an amount as elected by the Sponsoring  Employer in Section 3.2
of the Adoption Agreement.

                                      2-12

<PAGE>

     (5)  Qualified  Matching  Contributions:  The Employer may make a Qualified
Matching Contribution each Plan Year in such amount as the Employer, in its sole
discretion,  may  determine.  The  Employer  may also  elect to treat all or any
portion of a Matching Contribution as a Qualified Matching Contribution.

     (6) Qualified Non-Elective Contributions:  The Employer may elect to make a
Qualified  Non-Elective  Contribution  each  Plan  Year  in such  amount  as the
Employer determines. In addition, the Employer may elect to treat as a Qualified
Non-Elective Contribution all or any portion of a Non-Elective Contribution that
has not yet been allocated for the Plan Year.

     (7) Safe Harbor Non-Elective Contributions: For any Plan Year for which the
Employer  issues a Safe Harbor Notice under Section 1.63 notifying  Participants
that a Safe Harbor  Non-Elective  Contribution  will be made for a Plan Year (or
issues a Safe Harbor Notice under Section1.63 notifying Participants that a Safe
Harbor  Non-Elective  Contribution  may be made for a Plan Year and subsequently
issues a supplemental notice notifying  Participants that such contribution will
actually  be  made),  in  the  absence  of a  supplemental  notice  reducing  or
eliminating such contribution the Employer will make a Safe Harbor  Non-Elective
Contribution  to the Plan equal to a minimum of 3% of the  Compensation  of each
Safe Harbor Participant as defined in paragraph (3)(E) above.

     (8)  Safe  Harbor  Alternative  Contribution:  In lieu of the  Safe  Harbor
Contribution  in paragraph  (7), if the  Sponsoring  Employer  identifies in the
Adoption  Agreement  the  name of a money  purchase  pension  plan  which it has
adopted,  the Employer may specify in its Safe Harbor  Notice that a Safe Harbor
Alternative  Contribution will be made to such money purchase pension plan which
the Employer has adopted on behalf of each Safe Harbor Participant as defined in
paragraph (3)(E) above. Any such Safe Harbor Alternative Contribution will be an
amount  equal to at least 3% of each such Safe Harbor  Participant's  applicable
Compensation  and shall be 100% Vested at all times.  For any Plan Year in which
the Employer elects to make a Safe Harbor Alternative Contribution to such other
plan, a Safe Harbor Non-Elective  Contribution will made to this Plan in lieu of
the Safe Harbor  Alternative  Contribution  unless each Safe Harbor  Participant
under this Plan also participates in such other plan and such other plan has the
same Plan Year as this Plan.

     (b)  Contribution  Provisions  For Profit  Sharing Plans And Money Purchase
Plans:  For a profit sharing plan or a money  purchase plan,  each Plan Year the
Employer will make a contribution to the Plan determined in accordance with, and
contributed subject to, the following provisions:

     (1) Amount Of  Contribution:  The Employer's  annual  contribution  will be
equal to the amount as elected by the Sponsoring  Employer in Section 3.2 of the
Adoption  Agreement.  If a contribution and/or allocation takes into account the
social security taxable wage base (the FICA base),  such amount is the amount of
a  Participant's  Compensation  which is subject to  withholding  tax under Code
section 3121(a)(1).

     (2) Limitations On Contribution:  However,  no contribution will exceed the
maximum amount  deductible  under Code section 404 except as otherwise  provided
below; no contribution will exceed the limitations set forth in Code section 415
and no  contribution  will be made for any  Participant  who is not an  Eligible
Participant  for the  Plan  Year  unless  otherwise  required  by the Top  Heavy
provisions  in Section  3.5; and if an Employee  should have been  included as a
Participant but is mistakenly  excluded for any reason, the Employer will make a
contribution  to the Plan equal to the sum of the amount  which  would have been
contributed  for such Employee,  and the amount of earnings that would have been
credited to the excluded  Employee's  Participant  Account but for the fact that
the Employee was mistakenly  excluded.  Such  contributions  will be made to the
Plan regardless of whether such amounts are ever deductible by the Employer.

     (c) Refund Of Contributions For All Plans:  Contributions  made to the Plan
by the  Employer  can only be returned to the  Employer in  accordance  with the
following provisions:

     (1) Failure Of Plan To  Initially  Qualify:  If the Plan fails to initially
satisfy the  requirements  of Code section  401(a) and the Employer  declines to
amend the Plan to satisfy  such  requirements,  contributions  made prior to the
date such qualification is denied must be returned to the Employer within 1 year
of the date of such denial, but only if the application for the qualification is
made by the time  prescribed by law for filing the Employer's tax return for the
taxable  year in  which  the  Plan is  adopted,  or by  such  later  date as the
Secretary of the Treasury may prescribe.

     (2)  Contributions  Made  Under A Mistake  Of Fact:  If a  contribution  is
attributable  in whole or in part to a good faith  mistake of fact,  including a
good faith mistake in determining the  deductibility of the  contribution  under
Code section 404, then an amount may be returned to the Employer  which is equal
to the excess of the amount  contributed  over the amount  which would have been
contributed  had the mistake not  occurred.  Earnings  attributable  to any such
excess

                                      3-12

<PAGE>

contribution  will not be returned,  but losses  attributable to the excess
contribution  will reduce the amount so  returned.  Such amount will be returned
within  one  year  of the  date  the  contribution  was  made  or the  deduction
disallowed, as the case may be. (3) Nondeductible  Contributions:  Except to the
extent an Employer may  intentionally  make a  nondeductible  contribution,  for
example in order to correct an administrative error or restore a Forfeiture, any
contribution  by the  Employer  is  conditioned  on its  deductibility  and will
otherwise be returned to the Employer.

     3.2 ALLOCATION OF EMPLOYER CONTRIBUTIONS: Each Eligible Participant's share
of the  various  types of  Employer  contributions  made  under the Plan will be
allocated to his or her  Participant's  Account in accordance with the following
provisions:

     (a) 401(k) Plan Elective Deferrals:  Each Participant's  Elective Deferrals
contributed under Section 3.1(a) will be allocated to the Participant's Elective
Deferral sub-account.

     (b) 401(k) Plan Matching and  Qualified  Matching  Contributions:  Matching
Contributions contributed on a Participant's behalf under Section 3.1(a) will be
allocated  to the  Participant's  Matching  Contribution  sub-account;  and  any
Matching  Contributions  that are treated as  Qualified  Matching  Contributions
under Section 3.1(b) will be allocated to the Participant's  Qualified  Matching
Contribution  sub-account.  All  such  allocations  will be  made in the  manner
elected by the Sponsor in Section 3.5 of the Adoption  Agreement.  A Participant
who makes an Elective  Deferral during the Plan Year will be eligible to receive
an  allocation  of Matching  Contributions  for that Plan Year as elected by the
Sponsoring Employer in Section 3.3 of the Adoption Agreement.

     (c)  401(k)  Plan   Non-Elective   Contributions,   Profit   Sharing   Plan
Contributions,  and Money Purchase Plan Contributions:  Such amounts contributed
on a  Participant's  behalf will be allocated to the  Participant's  401(k) Plan
Non-Elective   Contribution  sub-account  if  applicable,   or  to  his  or  her
Participant's  Account in the case of a profit  sharing  plan or money  purchase
plan.

     A  Participant  will be  eligible  to receive  an  allocation  of  Employer
Non-Elective  Contributions,  money purchase plan  contributions,  and/or profit
sharing  plan  contributions  for that Plan Year as  elected  by the  Sponsoring
Employer in Section 3.3 of the Adoption Agreement.

     If the allocation of Employer  Non-Elective  Contributions,  money purchase
plan  contributions,  and/or profit  sharing plan  contributions  elected by the
Sponsoring  Employer in Section 3.2 of the Adoption  Agreement is an  integrated
method, an amount will be allocated to an Eligible  Participant's  Account equal
to  the  lesser  of  (1)  the  Maximum  Excess  Percentage   multiplied  by  the
Participant's Excess Compensation, or (2) the greater of 5.7%, 5.4%, or 4.3%, as
applicable  below and elected by the  Sponsoring  Employer in Section 3.2 of the
Adoption   Agreement,   of  the  OASI  Percentage   multiplied  by  an  Eligible
Participant's  Excess  Compensation . The balance of such  contribution  will be
allocated  to an  Eligible  Participant's  Account  in the ratio that his or her
Compensation bears to the total Compensation of all Eligible Participants.

     Definitions:  The term  Maximum  Excess  Percentage  means  the  percentage
derived  by  dividing  the  Employer's  contribution  by the  sum  of the  total
Compensation of all Eligible  Participants plus the total Excess Compensation of
all Eligible Participants.

     If integrated at 5.7% as elected by the Sponsoring  Employer in Section 3.2
of the Adoption  Agreement,  the term Excess Compensation means the amount of an
Eligible Participant's Compensation in excess of the Taxable Wage Base; the term
OASI Percentage  means the portion of the rate of tax in effect at the beginning
of the Plan Year  pursuant to Code  section  3111(a)  which is  attributable  to
old-age  insurance;  and the term  Taxable  Wage Base  means the  portion  of an
Eligible  Participant's  Compensation  subject  to  withholding  tax under  Code
section  3121(a)(1) based on the Taxable Wage Base in effect on the first day of
the Plan Year.

     If integrated at 5.4% over a fixed dollar amount or over a fixed percentage
of the Taxable Wage Base as elected by the Sponsoring Employer in Section 3.2 of
the  Adoption  Agreement,  the term Excess  Compensation  means the amount of an
Eligible  Participant's  Compensation  in excess of the elected  dollar  amount,
where such dollar  amount is in excess of 80% but less than 100% of Taxable Wage
Base.

     If integrated at 4.3% over a fixed dollar amount or over a fixed percentage
of the Taxable Wage Base as elected by the

                                      4-12

<PAGE>

Sponsoring  Employer in Section  3.2 of the  Adoption  Agreement,  the term
Excess Compensation means the amount of an Eligible  Participant's  Compensation
in excess of such dollar  amount,  where such dollar  amount is in excess of 20%
but not more than 80% of Taxable Wage Base.

     The  term  Taxable   Wage  Base  means  the  portion  of  a   Participant's
Compensation  subject to  withholding  tax under Code section  3121(a)(1)  as in
effect on the first day of the Plan Year.

     The term "integrated" means a plan which relies on disparities permitted by
Code   Sections   401(a)(5)   and  401(l)  to  satisfy  the   non-discrimination
requirements   of   Code   Section   401(a)(4).

     (d)   Qualified   Non-Elective   Contributions:   QNECS  and   Non-Elective
Contributions contributed under Section 3.1(a) that are treated as QNECS will be
allocated to the QNEC sub-account of each Participant  eligible to share in such
amounts as elected by the  Sponsoring  Employer in Section  3.3 of the  Adoption
Agreement.  A  Participant  will be  eligible to receive an  allocation  of such
Employer Qualified  Non-Elective  Contributions for that Plan Year as elected by
the Sponsoring Employer in Section 3.3 of the Adoption Agreement.

     3.3 ALLOCATION OF EARNINGS AND LOSSES: As of each Valuation Date,  accounts
which have not been distributed since the prior Valuation Date will have the net
income or loss of the Trust Fund earned since the prior Valuation Date allocated
thereto as hereinafter set forth in this Section.  Net income or loss is the net
of any interest,  dividends,  unrealized appreciation and depreciation,  capital
gains and losses,  and investment  expenses of the Trust Fund determined on each
Valuation Date.

     (a) Non-Segregated  Accounts:  Accounts which have not been segregated from
the  general  Trust Fund for  investment  purposes  will have net income or loss
allocated thereto in the ratio that the value of each non-segregated  account as
of the preceding  Valuation Date bears to the total value of all  non-segregated
accounts as of the preceding Valuation Date only if elected.  For the first Plan
Year of this Plan,  the deemed  value of each  non-segregated  account as of the
preceding  Valuation  Date will be the value of each such account as of the last
day of the first Plan Year, minus the amount of any earnings  allocated  thereto
during the first  Plan Year.  At the  Administrator's  discretion,  applied in a
nondiscriminatory  manner  and to  the  extent  feasible  and  appropriate  on a
consistent  basis, all or a portion of the amount of any Employer  Contributions
and/or Elective  Deferrals made since the preceding  Valuation Date may be added
to the total value of all non-segregated  accounts as of the preceding Valuation
Date for this purpose.  The Forfeiture Account will only share in the allocation
of the net  income or loss  under this  paragraph  if elected by the  Sponsoring
Employer in Section 3.4 of the Adoption Agreement.

     (b)  Segregated  Accounts And Policy  Dividends:  Accounts  which have been
segregated  from the general Trust Fund for investment  purposes  (including any
Directed Investment Accounts  established under Section 7.15) will only have the
net income or loss earned thereon allocated thereto. Policy dividends or credits
will be allocated to the  Participant's  Account for whose benefit the Policy is
held.

     3.4  ALLOCATION  OF  FORFEITURES:  If the Plan  does not  provide  for 100%
vesting at all times, on each annual Valuation Date the  Administrator may elect
to use all or any  portion  of the  balance  in the  Forfeiture  Account  to pay
administrative  expenses  incurred by the Plan.  The  portion of the  Forfeiture
Account which is not used to pay administrative expenses will be allocated first
to restore  Participants'  accounts  per Section 5.7, and then as elected by the
Sponsoring Employer in Section 3.4 of the Adoption Agreement under either (a) or
(b) as follows:

     (a) 401(k) Plans: For a 401(k) plan the Forfeiture Account will

     (1) first be used to reduce any Qualified  Non-Elective  Contributions  and
then to reduce any  Qualified  Non-Elective  Contributions  for the current Plan
Year or a future Plan Year. If there are any Forfeitures  remaining  thereafter,
Forfeitures  attributable to Matching Contributions will first be used to reduce
any  Qualified   Matching   Contributions   and  then  to  reduce  any  Matching
Contributions  for the current Plan Year or a future Plan Year, and  Forfeitures
attributable  to  Non-Elective  Contributions  will  first be used to reduce any
Qualified  Non-Elective  Contributions  and  then  to  reduce  any  Non-Elective
Contributions for the current Plan Year or a future Plan Year.

     (2) (2) be allocated to the Account of each  Participant  eligible to share
in  Employer  Contributions  in the same manner as in Section  3.3.  Forfeitures
attributable to Matching  Contributions  will be allocated to the  Participant's
Account of each  eligible  Participant  who received an  allocation  of Matching
Contributions  for the  Plan  Year.  Forfeitures  attributable  to  Non-Elective
Contributions will be allocated to the Account of each eligible  Participant who
received an allocation of Non-Elective Contributions for the Plan Year.

                                      5-12


<PAGE>

     (b) Profit Sharing And Money Purchase  Plans:  For a profit sharing plan or
money purchase plan, as elected by the Sponsoring Employer in Section 3.4 of the
Adoption Agreement, the Forfeiture Account will either

     (1) be used to reduce the Employer's  contribution  for the current or next
succeeding Plan Year, or

     (2) be  allocated to the Account of each  Participant  eligible to share in
Employer Contributions in the same manner as in Sections 3.2 and 3.5.

     3.5 TOP HEAVY MINIMUM ALLOCATION:  Subject to Section 3.6, in any Top Heavy
Plan Year in which the Employer  makes a  contribution  to the Plan or allocates
Forfeitures,  each eligible  Non-Key Employee will receive the Top Heavy Minimum
Allocation in accordance with the following provisions:

     (a) Participants Who Must Receive Minimum  Allocation:  Except as otherwise
provided in paragraph (b), for each Plan Year in which a Top Heavy  contribution
is required,  the Top Heavy Minimum Allocation will be made for each Participant
who is a  Non-Key  Employee  (or  if  adopted  in  Section  6.2 of the  Adoption
Agreement,  for each eligible  Participant,  including Key Employees and Non-Key
Employees)  who is employed by the Employer (or if adopted in Section 6.2 of the
Adoption Agreement, who is employed in an eligible class of Employees as elected
in Section 2.4 of the Adoption Agreement) of the Employer on the last day of the
Plan Year (or if adopted in Section 6.2 of the Adoption Agreement, who satisfies
either the  requirement  to be employed  by the  Employer on the last day of the
Plan Year or to  complete  certain  requirements  for either  Hours of  Service,
Periods of Service,  consecutive  days of employment,  or consecutive  months of
employment);  including  those Key and/or Non-Key  Employees who are employed by
the  Employer on the last day of the Plan Year but have  failed to complete  any
minimum Hours of Service or Period of Service or  consecutive  days or months of
employment  required  to receive an  allocation  of  Employer  contributions  or
Forfeitures  for the Plan Year; and including  those who have been excluded from
becoming  Participants in the Plan because (1) their Compensation is less than a
stated amount;  (2) they declined to make mandatory  contributions (if required)
to the Plan during the time they were considered to be Participants; or (3) they
failed to make an elective contribution to a Code section 401(k) plan maintained
by the Employer.  However, the Top Heavy Minimum Allocation will not be required
for any Key or  Non-Key  Employee  who also  participates  in  another  Employer
sponsored  money purchase  pension plan,  target benefit  pension plan, or other
defined  contribution plan which provides a Top Heavy Minimum Allocation to such
Non-Key Employee and which is included with this Plan in a Required  Aggregation
Group 3-7

     (b) Lesser Allocation  Allowed: If the allocation made to the Participant's
Account of each Key Employee  pursuant to Section 3.2 and 3.4 is less than 3% of
his or her  Section  415  Compensation,  and if this Plan is not  required to be
included in an  Aggregation  Group to enable a defined  benefit plan to meet the
requirements   of  Code  section   401(a)(4)  or  section  410,  the  Employer's
contribution  and  Forfeitures  will be  reallocated  so the Top  Heavy  Minimum
Allocation made to the  Participant's  Account of each eligible Non-Key Employee
is equal to the  largest  percentage  allocated  to the  Participant's  Employer
Contribution  Account of a Key Employee.  Such  percentage  will be equal to the
ratio of the sum of the Employer's  contribution  and  Forfeitures  allocated on
such Key Employee's behalf divided by his or her Compensation.

     (c) Participation In Multiple Plans: A Non-Key Employee who participates in
this Plan and in a  defined  benefit  plan that is part of a Top Heavy  Required
Aggregation Group shall receive either (1) or (2) following:

     (1) a minimum monthly Top Heavy benefit in the defined benefit plan in lieu
of any Top Heavy benefit under this Plan. Such minimum benefit will be an amount
equal  to the  Non-Key  Employee's  average  monthly  Section  415  Compensation
multiplied  by the  lesser  of 2% (or 3% if the 125% rule in  Section  6.4(f) is
used) times the Non-Key  Employee's  Years of Service with the Employer,  or 20%
(or 30% if the 125% rule in Section 6.4(f) is used). If the defined benefit plan
is amended so the minimum benefit is no longer being provided therein, this Plan
will  provide  such  Non-Key  Employee  with a 5% (or 7.5% if the  125%  rule in
Section 6.4(f) is used) allocation.  A Non-Key Employee who participates only in
this Plan will not receive the Top Heavy Extra Minimum Allocation.

     (2) Alternatively,  if the Employer chooses, a minimum Top Heavy allocation
in this Plan equal to 5% (or 7.5% if the 125% rule in Section 6.4(f) is used) of
his or her Section 415 Compensation in lieu of any other allocations provided in
this Section.  A Non-Key  Employee who only  participates  in this Plan will not
receive the Top Heavy Extra Minimum Allocation.

     (3) If this Plan is a paired plan, the  Sponsoring  Employer shall elect in
the Adoption  Agreement which Plan shall provide the Top Heavy Benefit  provided
for in this Section.

                                      6-12

<PAGE>
     3.6 FAILSAFE ALLOCATION:  If the Sponsoring Employer adopted a Non-Standard
Adoption  Agreement,  for any Plan Year in which the Plan fails to  satisfy  the
average  benefit  percentage  test of Code  section  410(b)(2)  and the  average
benefits test of regulation section  1.401(a)(4) (or the Administrator is unable
to or elects not to perform such test) certain minimum  allocations will be made
under this  paragraph  only to the extent  necessary to insure that the Plan for
any Plan Year  satisfies  one of the tests  set  forth in  either  Code  section
410(b)(1)(A)  (in  which the Plan  initially  fails to  benefit  at least 70% of
otherwise eligible Non-Highly Compensated Employees),  or Code section 410(b)(1)
(B) (in which the Plan  initially  fails to benefit a  percentage  of  otherwise
eligible Non-Highly Compensated Employees that is at least 70% of the percentage
of otherwise eligible Highly Compensated  Employees).  In such event in order to
satisfy such test(s) for any Plan Year  affected,  an allocation may be made for
certain Employees in (a), (b), (c), and (d) in the following order as follows:

     (1)  First  Accrual:  First,  an  allocation  may be made to that  group of
Employees  who were  Participants  for the  Plan  Year  but did not  receive  an
allocation for the Plan Year; then

     (2)  Second  Accrual:  Next,  an  allocation  may be made to that  group of
Employees  who have not yet satisfied the  eligibility  requirements  of Section
2.1(a) and are not members of any  ineligible  class of Employee as set forth in
Section 2.1(b); then

     (3)  Third  Accrual:  Next,  an  allocation  may be made to that  group  of
Employees who have  satisfied the  eligibility  requirements  of Section  2.1(a)
except that they are members of any ineligible class of Employee as set forth in
Section 2.1(b); and then

     (4) Fourth  Accrual:  Finally,  an allocation  may be made to that group of
Employees  who have not yet satisfied the  eligibility  requirements  of Section
2.1(a)  and are  members of any  ineligible  class of  Employee  as set forth in
Section 2.1(b).

     Only those  Employees  who are  required to benefit  under the Plan for the
Plan Year to satisfy the above tests  shall be  entitled  to an  allocation.  To
determine  each  Employee's   priority  within  each  group  for  this  purpose,
individuals  will be ranked as elected in Section 3.2 of the Profit  Sharing and
Money  Purchase  Pension Plan Adoption  Agreements;  and Section 3.3 of the 401K
Plan Adoption Agreements.  Any such allocation will be made on the same basis as
the allocation made to each Participant who is otherwise eligible to share in an
Employer contribution.

     3.7  ROLLOVERS:  If  Rollover  Contributions  are  permitted  as elected in
Section 3 of the Adoption  Agreement,  subject to any changes adopted by written
notice and/or procedure established and adopted by the Administrator pursuant to
Section 8.7, any Employee who is in an eligible  class of Employees as described
in Section 2.1 and who has become a  Participant  in the Plan (or, if elected in
Section 3 of the Adoption Agreement, regardless of whether such Employee has yet
to satisfy the eligibility  requirements to become a Participant),  may transfer
or cause to be  transferred  amounts to this Plan from another  qualified  plan.
Such  transferred  amounts are hereafter  called  Rollovers.  Rollovers  will be
allocated to a Rollover  Account in which the  Employee  will have a 100% Vested
Interest.  Except for that portion which a Participant  self-directs pursuant to
Section 7.15, the  Administrator  may choose for  investment  purposes to either
segregate Rollover Accounts into separate interest bearing accounts or to invest
Rollover Accounts as part of the general Trust Fund, in which case such accounts
will share in the  allocation  of net income and losses  under  Section  3.3(a).
Rollover Accounts will be administered as follows:

     (a) Definition Of Rollover:  The term Rollover means amounts transferred to
this Plan (1) in a trustee to trustee transfer from another  qualified plan; (2)
from another  qualified  plan as a lump sum  distribution  eligible for tax free
rollover  treatment and which is  transferred  by the  Participant  to this Plan
within 60 days  following  his receipt  thereof;  (3) from a conduit  individual
retirement account if the only assets therein were previously distributed to the
Participant  by  another  qualified  plan as a lump sum  distribution  which was
eligible for a tax free rollover  within 60 days of receipt thereof and earnings
on said assets; or (4) from a conduit individual  retirement account meeting the
requirements of subparagraph  (3) and transferred to this Plan within 60 days of
receipt thereof.

     (b)  Withdrawal  Of  Rollovers:  Subject to paragraph  (e), an Employee may
request in writing a  withdrawal  of all or any  portion of his or her  Rollover
Account at any time prior to becoming a Participant  in the Plan, and thereafter
upon the earlier of (1) the date the Employee is entitled to a  distribution  of
his or her Participant's  benefits under the provisions of Article 5, or (2) the
soonest  possible  administratively   practical  date  after  the  Participant's
Termination of Employment. In addition, an Employee may also withdraw all or any
portion of his or her Rollover  Account at such times as elected in Section 3 of
the Adoption Agreement.

     If as elected in Section 3 of the Adoption Agreement  rollover  withdrawals
are also permitted  prior to Termination of Employment any time during the year,
an Employee may also  request in writing a  withdrawal  of all or any portion of
his or her  Rollover  Account to be  distributed  at any time prior to the dates
described in (1) or (2) above. The Administrator

                                      7-12

<PAGE>

may require  advance  notice of a  reasonable  period not to exceed 60 days
prior to the  requested  date of  withdrawal.  Any amount  withdrawn can only be
redeposited  to the  Participant's  Rollover  Account  if such  prior  withdrawn
distribution  continues  to be deemed a  Rollover  except  for the fact that the
amount  originated  from this Plan.  A Rollover  withdrawal  will not prevent an
Employee   from   accruing   any  future   benefit   attributable   to  Employer
contributions.  The  Administrator  may establish rules or procedures  regarding
withdrawals from an Employee's Rollover Account.

     (c) Spousal Consent Requirements Upon Withdrawal: Any Rollover Contribution
that  at  the  time  it is  made  to  this  Plan  is no  longer  subject  to the
requirements  of Code section  401(a)(11) can be withdrawn from the Plan without
the consent of the Participant's Spouse. However, the withdrawal of any Rollover
Contribution  that was a direct or indirect  transfer as defined in Code section
401(a)(11)  from a defined benefit plan, a money purchase plan, a target benefit
plan,  a stock bonus plan,  or a profit  sharing  plan that  provided for a life
annuity  form of payment  to the  Participant  will be  subject  to the  spousal
consent requirements set forth in Section 5.8.

     (d) Form Of Distribution:  Any Rollover Contribution a Participant wants to
withdraw  from the Plan  prior to the time  the  Participant  is  entitled  to a
distribution  of his or her  Participant  Account will only be  distributed in a
lump-sum.  Any amount remaining in a Participant's  Rollover Account at the time
the Participant is entitled to a distribution of his or her Participant  Account
that is not subject to the spousal consent requirements in paragraph (c) will be
distributed,  at the election of the  Participant,  in a lump-sum or in the same
manner as the Participant's Account under Article 5. Any amount remaining in the
Participant's  Rollover  Account at the time he is entitled to a distribution of
his  Participant's  Account that is subject to the spousal consent  requirements
will be  distributed  in the same  manner  as the  Participant's  Account  under
Article 5.

     (e)  Special  Rule  For   Withdrawal   Of  Elective   Deferral   Rollovers:
Notwithstanding  paragraph (b) to the  contrary,  the  limitations  described in
regulation   1.401(k)-1(d)   will  apply  to  the  withdrawal  of  any  Rollover
Contributions which are attributable to a Participant's  elective  contributions
as defined in regulation 1.401(k)-1(g)(3) and which are transferred to this Plan
in a trustee to trustee transfer from another qualified plan.


     3.8 VOLUNTARY EMPLOYEE CONTRIBUTIONS: If elected by the Sponsoring Employer
in Section 3 of the Adoption  Agreement,  each Participant may make an after-tax
Voluntary Employee  Contribution no later than 30 days after the end of the Plan
Year for which such contribution is deemed to be made. Such  contributions  will
be allocated to a Voluntary Employee  Contribution Account in which the Employee
will have a 100%  Vested  Interest.  If elected by the  Sponsoring  Employer  in
Section 3 of the Adoption Agreement,  this Plan will not permit a Participant to
make additional  non-deductible  Voluntary  Employee  Contributions  to the Plan
after the effective date of the amended Plan.  However,  any Voluntary  Employee
Contributions  made on or before such date will continue to be maintained in the
Participant's  Voluntary  Employee  Contribution  Account.   Voluntary  Employee
Contribution Accounts will be administered as follows:

     (a) Investment Of Voluntary Employee Contribution Accounts: Except for that
portion  of  his  or  her  Voluntary  Employee   Contribution  Account  which  a
Participant  may be  permitted  to  self-direct  pursuant to Section  7.15,  the
Administrator may choose for investment  purposes to either segregate  Voluntary
Employee Contribution Accounts into separate interest bearing accounts or invest
them as part of the general Trust Fund, in which case the earnings and losses of
the Trust  Fund  will be  allocated  to each  Participant's  Voluntary  Employee
Contributions  Account in the ratio that such account balance bears to the total
Trust Fund.

     (b)  Maximum  Permissible  Contribution:  The  balance  (exclusive  of  the
earnings thereon) in a Participant's Voluntary Employee Contribution Account may
not at any  point  in time  exceed  10% of his or her  total  Code  section  415
Compensation earned for all years since becoming a Participant in the Plan. If a
Participant  participates in more than one  Employer-maintained  qualified plan,
such Participant's total Voluntary Employee  Contributions to all such plans may
not exceed 10% of his or her  aggregate  Code  section 415  Compensation  earned
while a Participant in the respective plans.

     (c)  Withdrawal  Of  Contributions:   A  Participant's  Voluntary  Employee
Contribution  Account will be  distributed  no later than the earlier of (1) the
date the  Employee  is entitled to a  distribution  of his or her  Participant's
Account   balance  under  the   provisions  of  Article  5,  or  (2)  within  an
administratively   reasonable  time  after  the  Participant's   Termination  of
Employment. A Participant may also request a withdrawal of all or any portion of
his or her  Voluntary  Employee  Contribution  Account  at any time prior to the
dates  described in (1) and (2) above.  The  Administrator  may require  advance
notice of a reasonable  period not to exceed 60 days prior to the requested date
of withdrawal.  Withdrawals from a Voluntary Employee  Contribution Account will
not  prohibit a  Participant  from  accruing any future  benefit  from  Employer
contributions.  A  Participant's  request to make a  withdrawal  from his or her
Voluntary  Employee  Contribution  Account must satisfy the  applicable  spousal
consent  requirements  set forth in Section 5.8. Any withdrawal  attributable to

                                      8-12

<PAGE>

pre-1987 Voluntary Employee Contributions need not include the earnings thereon.

     (d) Special Rule For Withdrawal Of Post-1986 Contributions:  Any withdrawal
made under paragraph (c) which is attributable to post-1986  Voluntary  Employee
Contributions  can  only be  withdrawn  along  with a  portion  of the  earnings
thereon,  such earnings to be determined  by the following  formula:  DA [1-(V -
V+E)]. For purposes of applying the formula,  the term DA means the distribution
amount, the term V means the amount of Voluntary Employee Contributions, and the
term V+E means the amount of Voluntary Employee  Contributions plus the earnings
attributable thereto.

     (e) Nondiscrimination  Requirements:  Any Voluntary Employee  Contributions
made for Plan Years  beginning  on or after  January 1, 1987 must satisfy one of
the ACP Tests.  Voluntary Employee Contributions which do not satisfy one of the
ACP Tests will be deemed Excess Aggregate  Contributions and will be distributed
in accordance with Section 5.18.

     3.9  DEDUCTIBLE  EMPLOYEE  CONTRIBUTIONS:  This  Plan  will  not  permit  a
Participant to make tax deductible  contributions  (hereafter  called Deductible
Employee  Contributions)  to the Plan for any Plan  Year  beginning  on or after
January 1, 1987, but any Deductible  Employee  Contributions  which were made to
the Plan prior to such date will continue to be maintained in the  Participant's
Deductible Employee  Contributions  Account in which the Participant will have a
100% Vested Interest.  Except for that portion which a Participant  self-directs
pursuant to Section 7.15, the Administrator  may choose for investment  purposes
to either  segregate such accounts into separate  interest  bearing  accounts or
invest them as part of the general  Trust Fund, in which 3-10 case such accounts
will share in the  allocation  of  earnings  and losses  under  Section  3.3(a).
However, no portion of a Participant's  Deductible Employee Contributions can be
invested in life  insurance  Policies  under  Section  7.13. A  Participant  may
withdraw amounts from his or her Deductible Employee  Contributions Account only
if all other amounts  credited to the Plan on his or her behalf,  other than his
Participant's  Account, have been distributed to the Participant.  Distributions
will be made under Article 5.

     3.10 SIMPLE 401(k)  PROVISIONS:  If the Sponsoring  Employer  elects in the
Adoption Agreement to have the 401(k) SIMPLE provisions apply, the provisions of
this Article shall apply for a Plan Year if the following conditions are met:

     (a) The  Employer  adopting  this  amendment  is an eligible  employer.  An
eligible  employer means, with respect to any year, an Employer that had no more
than 100  Employees  who  received  at least  $5,000  of  compensation  from the
Employer  for the  preceding  year.  In applying  the  preceding  sentence,  all
Employees  of  controlled  groups of  corporations  under  section  414(b),  all
Employees of trades or  businesses  (whether  incorporated  or not) under common
control under section 414(c),  all Employees of affiliated  service groups under
section 414(m),  and Leased  Employees  required to be treated as the Employer's
Employees under section  414(n),  are taken into account.  An eligible  employer
that  adopts  this  amendment  and  fails  to be an  eligible  employer  for any
subsequent year is treated as an eligible employer for the 2 years following the
last year the  Employer was an eligible  employer.  If the failure is due to any
acquisition, disposition, or similar transaction involving an eligible employer,
the preceding  sentence  applies only if the provisions of section  410(b)(6)(C)
are satisfied.

     (b) No contributions  are made, or benefits accrued for services during the
year,  on behalf of any  eligible  Employee  under  any  other  plan,  contract,
pension,  or trust described in section  219(g)(5)(A) or (B),  maintained by the
Employer.

     (c) If the  Sponsoring  Employer has elected the SIMPLE  provisions  of the
Adoption  Agreement,  than to the extent that any other provision of the plan is
inconsistent with the provisions of this Section, the provisions of this Section
govern.

     (d) Definitions:

     (1) "Compensation" means, for purposes of this Section 3.10, the sum of the
wages,  tips and other  compensation from the Employer subject to federal income
tax withholding (as described in section  6051(a)(3)) and the Employee's  salary
reduction  contributions  made  under this or any other  401(k)  plan,  and,  if
applicable,  elective deferrals under a section 408(p) SIMPLE plan, a SARSEP, or
a section 403(b) annuity contract and compensation  deferred under a section 457
plan,  required  to be  reported by the  Employer  on Form W-2 as  described  in
section  6051(a)(8).  For  self-employed  individuals,  compensation  means  net
earnings  from  self-employment   determined  under  section  1402(a)  prior  to
subtracting any contributions  made under this Plan on behalf of the individual.
The provisions of the Plan implementing the limit on Compensation  under section
401(a)(17) apply to the compensation under this Section 3.10.

     (2) "Eligible employee" means, for purposes of this amendment, any Employee
who is entitled to make elective deferrals described in section 402(g) under the
terms of the plan.

                                      9-12

<PAGE>

     (3) "Year" means the calendar year.

     (e) Salary Reduction Contributions:

     (1) Each eligible employee may make a salary reduction election to have his
or her compensation  reduced for the year in any amount selected by the Employee
subject to the  limitation in paragraph  (e)(2) below.  The Employer will make a
salary  reduction  contribution  to the Plan,  as an elective  deferral,  in the
amount by which the eligible employee's compensation has been reduced.

     (2) The total  salary  reduction  contribution  for the year cannot  exceed
$6,000 for any eligible  employee.  To the extent  permitted by law, this amount
will be adjusted to reflect any annual cost-of-living increases announced by the
IRS. 3-11

     (f) Other Contributions:

     (1)  Matching  Contributions:  Each year,  the Employer  will  contribute a
matching  contribution  on behalf of each  eligible  employee who makes a salary
reduction election under (e) above. The amount of the matching contribution will
be equal to the eligible employee's salary reduction  contribution up to a limit
of 3% of the eligible employee's compensation for the full calendar year.

     (2)  Nonelective  Contributions:  For  any  year,  instead  of  a  matching
contribution, the Employer may elect to contribute a nonelective contribution of
2% of  compensation  for the full calendar  year for each eligible  employee who
received at least at least  $5,000 of  compensation  from the  Employer  for the
year,  or a lesser  amount  elected by the  Sponsoring  Employer in the Adoption
Agreement.

     (g) Limitation On Other Contributions:

     (1) General Rule: No Employer or employee contributions may be made to this
Plan for the year other than salary  reduction  contributions  described  in (e)
above,  matching or nonelective  contributions  described in Section 3.10 herein
and rollover contributions  described in section 1.402(c)-(2),  Q&A -1(a) of the
Income Tax Regulations.

     (2) 1997 Transition Rule: If the Employer  maintained this Plan during 1997
prior to adopting this amendment, then contributions made prior to the amendment
are  treated  as made  under  Sections  3.10(e)  and (f)  provided  that (i) the
employer  adopts the 401(k) SIMPLE  provisions by July 1, 1997,  effective as of
January 1, 1997; (ii) the salary reduction contributions for the year made prior
to adoption  of the  amendment  do not total more than  $6,000 for any  eligible
employee;  (iii) the other  contributions  in Section  3.10(e) are of inherently
equal or greater value than the  contributions  required under the Plan prior to
the  amendment;  and (iv) for  1997,  the  60-day  election  period  requirement
described in Sections 3.10(i) is deemed  satisfied if the eligible  employee may
make or modify a salary reduction  election during a 60-day election period that
begins no later than 30 days after the  amendment  is adopted  but no later than
July 1, 1997.

     (h)  Application  Of Code section 415  Limitations:  The provisions of this
Plan  implementing  the  limitations of Code section 415 apply to  contributions
made pursuant to Sections 3.10(e) and (f)

     (i) Election Period: (1) In addition to any other election periods provided
under the plan,  each  eligible  employee may make or modify a salary  reduction
election  during the 60-day period  immediately  preceding each January 1st; (2)
for the year an eligible  employee  becomes  eligible  to make salary  reduction
contributions  under this amendment,  the 60-day election period  requirement of
this Section is deemed  satisfied if the eligible  employee may make of modify a
salary  reduction  election during a 60-day period that includes either the date
the eligible  employee becomes  eligible or the day before;  and (3) an eligible
employee may terminate a salary reduction election any time during the year.

     (j)  Notice  Requirements:  (1) The  Employer  will  notify  each  eligible
employee prior to the 60-day election  period  described in Section 3.10(g) that
he or she can make a salary  reduction  election  or to modify a prior  election
during that period;  and (2) the notification  described in Section 3.10(i) will
indicate whether the Employer will provide a 3% matching contribution  described
in Section  3.10(e)(1)  or a 2%  nonelective  contribution  described in Section
3.10(f)(2).

     (k) Vesting:  All benefits  attributable to  contributions  made under this
amendment are  nonforfeitable at all times.

                                     10-12

<PAGE>

     (l) Top Heavy Rules: The Plan is not treated as a top-heavy plan under Code
section  416 for any  year  for  which  the  provisions  of this  amendment  are
effective and satisfied.

     (m)   Nondiscrimination   Tests:   The  Plan  is  treated  as  meeting  the
requirements  of Code section  401(k)(3)(A)(ii)  and  401(m)(2) for any year for
which the provisions of this amendment are effective and satisfied.
















                                     11-12

<PAGE>


                                   ARTICLE 4
                                PLAN BENEFITS

     4.1 UPON NORMAL (OR EARLY) RETIREMENT: Every Participant who has retired or
terminated  employment  from the  Employer  having  reached  Normal  (or  Early)
Retirement Age will be entitled to receive his or her Vested  Aggregate  Account
balance  determined  as of the most recent  Valuation  Date  coinciding  with or
immediately  preceding  the  date of  distribution.  Distribution  will  made in
accordance with Section 5.1.

     4.2 UPON LATE RETIREMENT:  A Participant who has reached Normal  Retirement
Age may elect to remain  employed and retire at a later date.  Such  Participant
will continue to  participate in the Plan and his or her  Participant's  Account
will continue to receive  allocations  under Article 3. Upon actual  retirement,
the Participant will be entitled to his or her Vested Aggregate  Account balance
determined as of the most recent  Valuation Date  coinciding with or immediately
preceding the date of  distribution.  In addition,  if elected by the Sponsoring
Employer in Section 5.8 of the Adoption Agreement, a Participant who elects late
retirement  may at any time  (1)  choose  to have  distributed  prior to  actual
retirement all or part of his or her Vested Aggregate Account balance determined
as of the most recent  Valuation Date coinciding  with or immediately  preceding
the date of distribution;  or (2) choose to have such Vested  Aggregate  Account
balance  transferred  to another  qualified  retirement  plan  maintained by the
Employer. Upon actual retirement, the Participant will be entitled to his or her
undistributed  Vested Aggregate Account balance determined as of the most recent
Valuation  Date   coinciding   with  or   immediately   preceding  the  date  of
distribution. Distribution will be made in accordance with Section 5.1.

     4.3 UPON DEATH:  Upon the death of a Participant  prior to  Termination  of
Employment,  or upon the death of a Terminated Participant prior to distribution
of his or her Vested Aggregate Account,  his or her Beneficiary will be entitled
to the Participant's  Vested Aggregate Account balance determined as of the most
recent  Valuation  Date  coinciding  with or  immediately  preceding the date of
distribution.  If any Beneficiary who is living on the date of the Participant's
death dies prior to receiving his or her the entire death benefit, the remaining
portion of such death  benefit  will be paid in a lump sum to the estate of such
deceased Beneficiary.  The Administrator's  determination that a Participant has
died and that a particular person has a right to receive a death benefit will be
final. Distribution will be made in accordance with Section 5.2.

     4.4  UPON  DISABILITY:  If a  Participant  suffers  a  Disability  prior to
Termination of Employment,  or if a Terminated  Participant suffers a Disability
prior to distribution of his or her Vested Aggregate Account,  he or she will be
entitled to his or her Vested  Aggregate  Account  balance  determined as of the
most recent Valuation Date coinciding with or immediately  preceding the date of
distribution. Distribution will be made in accordance with Section 5.3.

     4.5 UPON TERMINATION:  A Participant who incurs a Termination of Employment
will be entitled to his or her Vested  Aggregate  Account balance as of the most
recent  Valuation  Date  coinciding  with or  immediately  preceding the date of
distribution. Distribution to a Terminated Participant who does not die prior to
distribution or who does not suffer a Disability  prior to distribution  will be
made in accordance with Section 5.4.

     4.6  DETERMINATION OF VESTED INTEREST:  A Participant's  Vested Interest in
his or her  Participant's  Account will be  determined  in  accordance  with the
following provisions:

     (a) 100% Vesting Upon Retirement , Death Or Disability:  A Participant will
have a 100% Vested  Interest in his or her  Participant's  Account upon reaching
Normal  Retirement Age prior to  Termination of Employment,  upon death prior to
Termination  of  Employment,   and  upon  Disability  prior  to  Termination  of
Employment. If elected by the Sponsoring Employer in Section 4.2 of the Adoption
Agreement.,  a  Participant  will also have a 100%  Vested  Interest  upon Early
Retirement.

     (b) Vesting  Schedule:  A Participant  will at all times have a 100% Vested
Interest in all  Elective  Deferrals,  QMACs and QNECs  allocated  to his or her
Participant's  Account.  In a non-Top  Heavy  Plan Year a  Participant's  Vested
Interest in all Employer Matching  Contributions and Non-Elective  Contributions
allocated to his or her Participant's  Account will be determined by the vesting
schedule  elected by the  Sponsoring  Employer  in Section  4.3 of the  Adoption
Agreement. A Participant's Vested Interest shall be based on the completed Years
of Service the Participant has completed,  if Hours of Service are counted;  and
1-Year Periods of Service the Participant has completed, if Hours of Service are
not counted. 4-2

     If elected  by the  Sponsoring  Employer  in  Section  4.4 of the  Adoption
Agreement,  in determining a Participant's  Vested Interest hereunder,  Years of
Service or 1-Year  Periods of Service  during any period for which the  Employer
did not  maintain  this Plan or a  predecessor  plan and/or  before the date the
Participant reaches Age 18 will be disregarded.

                                      1-4

<PAGE>

     (c)  Vesting  In A  Top  Heavy  Plan  Year:  In a Top  Heavy  Plan  Year  a
Participant's  Vested  Interest  in  all  Employer  Matching  Contributions  and
Non-Elective Contributions allocated to his or her Participant's Account will be
determined by the top heavy vesting schedule elected by the Sponsoring  Employer
in Section 4.3 of the  Adoption  Agreement.  If this Plan ceases to be Top Heavy
and the vesting  schedule in paragraph (b) becomes  effective,  a  Participant's
Vested  Interest  as  determined   under  this  paragraph   cannot  be  reduced.
Furthermore, any such reversion to the vesting schedule in paragraph (b) will be
considered an amendment to this Section and will be treated in  accordance  with
the provisions paragraph (d) of this Section pertaining to such amendments.

     (d) Amendments To Vesting Schedule: No amendment may directly or indirectly
reduce a  Participant's  Vested  Interest.  If the Plan's  vesting  schedule  is
amended or the Plan is amended in any way that  directly or  indirectly  affects
the  computation  of a  Participant's  nonforfeitable  percentage or the Plan is
deemed amended by an automatic  change to or from a Top Heavy vesting  schedule,
any Participant with at least either three Years of Service or 1-Year Periods of
Service may, by filing a written request with the  Administrator,  elect to have
the Vested Interest in his or her Participant's  Account balance computed by the
vesting schedule in effect prior to the amendment.

     The period in which the  election may be made shall begin with the date the
amendment  is adopted or deemed to be made and shall end on the latest of (l) 60
days after the  amendment is adopted;  (2) 60 days after the  amendment  becomes
effective;  or (3) 60 days after the Participant is issued written notice of the
amendment by the Employer or Plan Administrator.

     A  Participant  who  fails to make  such an  election  will have his or her
Vested Interest computed under the new schedule.  However,  notwithstanding  the
foregoing  if the Plan vesting  schedule 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 Participant's  Employer-provided  Account balance will not be
less  than the  percentage  computed  under  the  Plan  without  regard  to such
amendment.













                                      2-4


<PAGE>

                                 ARTICLE 5
                          DISTRIBUTION OF BENEFITS

     5.1 UPON  RETIREMENT:  Unless a cash-out  occurs  under  Section  5.5,  the
retirement benefit a Participant is entitled to receive under Section 4.1 or 4.2
will be distributed as follows:

     (a) Form Of Distribution:

     (1) If the forms of  benefit  as  elected  by the  Sponsoring  Employer  in
Section  5.4 of the  Adoption  Agreement  do not include a lifetime  annuity,  a
Participant may elect to have his or her retirement  benefit  distributed (A) in
one  lump  sum (or in  designated  sums  from  time to  time as  elected  by the
Participant);  or,  if  elected  by the  Sponsoring  Employer  in  the  Adoption
Agreement,  (B) in monthly,  quarterly,  semi-annual or annual cash installments
over a period  certain  of up to 10  years,  or,  with the  consent  of the Plan
Administrator  to be granted in a manner which does not discriminate in favor of
Participants  who are Highly  Compensated  Employees,  any period  that does not
extend beyond the Participant's life, or beyond the lives of the Participant and
a designated  Beneficiary  (or beyond the life  expectancy of the Participant or
the joint and last  survivor  expectancy  of the  Participant  and a  designated
Beneficiary). If the Participant elects installments,  the lump sum benefit will
either be segregated and separately  invested by the Trustee or will be invested
in a nontransferable annuity providing for installments.

     (2) If the forms of  benefit  as  elected  by the  Sponsoring  Employer  in
Section  5.4 of the  Adoption  Agreement  include  a  lifetime  annuity,  unless
otherwise elected under Section 5.8, a Participant's  retirement benefit will be
distributed  as a Qualified  Joint and Survivor  Annuity if the  Participant  is
married on the Annuity  Starting  Date and has not died before such date. If the
Participant  is unmarried on the Annuity  Starting  Date and has not died before
such date, the  Participant's  retirement  benefit will be distributed as a life
annuity.

     If a  Participant  elects not to receive the form of benefit  described  in
this  paragraph  (2),  the  Participant  may  elect to have  his or her  benefit
distributed  either (A) in one lump-sum payment (or in designated sums from time
to time as elected by the Participant); or if elected by the Sponsoring Employer
in the Adoption Agreement, (B) in monthly, quarterly, semi-annual or annual cash
installments over a period certain that does not extend beyond the Participant's
life,  or  beyond  the  lives  of the  Participant  and  his  or her  designated
Beneficiary  (or beyond the life  expectancy of the Participant or the joint and
last  survivor   expectancy  of  the  Participant  and  his  or  her  designated
Beneficiary). If the Participant elects installments,  the lump sum benefit will
either be segregated and separately  invested by the Trustee or will be invested
in a nontransferable annuity providing for installments.

     (b) Time Of Distribution:  Distribution will be made under this Section (1)
within a reasonable  time after the  Participant's  actual  retirement at Normal
Retirement Date or Early  Retirement Date, or (2) within a reasonable time after
the date a  Participant  who elects late  retirement  under Section 4.2 requests
payment as permitted  thereunder,  but distribution must begin no later than the
Required Beginning Date.

     5.2 UPON DEATH:  Unless a cash-out  occurs  under  Section  5.5,  the death
benefit a deceased  Participant's  Beneficiary  is  entitled  to  receive  under
Section 4.3 will be distributed as follows:

     (a) Surviving Spouse:

     (1) If the forms of  benefit  as  elected  by the  Sponsoring  Employer  in
Section 5.4 of the  Adoption  Agreement  do not  include a lifetime  annuity (an
annuity  which is payable over the life of the  Participant  or over the life of
the  Participant  and a  Beneficiary  or  over  the  projected  life  span  of a
Participant  or the projected life span of a Participant  and his  Beneficiary),
notwithstanding  any other Beneficiary  designation made by a Participant,  if a
Participant  is  married  on the  date  of  death,  the  deceased  Participant's
surviving Spouse will be entitled to receive 100% of the deceased  Participant's
death benefit  unless the  surviving  Spouse has waived that right under Section
5.8. The benefit will be distributed at the surviving  Spouse's  election by one
of the  following  methods  (unless a  different  method has been  chosen by the
Participant in a Beneficiary  designation form): (A) in one lump-sum payment (or
in designated sums from time to time as elected by the surviving Spouse) in cash
or  property;  or,  if  elected  by the  Sponsoring  Employer  in  the  Adoption
Agreement,  (B) in monthly,  quarterly,  semi-annual or annual cash installments
over a period  certain 5-2 that does not extend beyond the life of the surviving
Spouse (or beyond the life expectancy of the surviving Spouse). If the surviving
Spouse  elects to receive  installments,  the lump sum value of the benefit will
either be segregated and separately  invested by the Trustee or will be invested
in a nontransferable annuity providing

                                      1-4

<PAGE>

for installment payments.

     (2) If the forms of  benefit  as  elected  by the  Sponsoring  Employer  in
Section   5.4  of  the   Adoption   Agreement   include  a   lifetime   annuity,
notwithstanding  any other Beneficiary  designation made by a Participant,  if a
Participant  is  married  on the date of his or her  death and dies  before  the
Annuity Starting Date, the Participant's surviving Spouse will receive a minimum
death benefit as a Qualified  Preretirement Survivor Annuity unless such annuity
has been waived under  Section 5.8. The  surviving  Spouse may elect to have any
additional death benefit to which the surviving  Spouse is entitled  distributed
by one of the following methods unless a different method has been chosen by the
Participant:  (A) in one lump sum (or in  designated  sums  from time to time as
elected  by the  surviving  Spouse) in cash or  property;  or, if elected by the
Sponsoring  Employer  in the  Adoption  Agreement,  (B) in  monthly,  quarterly,
semi-annual  or annual cash  installments  over a period  certain  that does not
extend beyond the life of the surviving  Spouse or beyond the life expectancy of
the  surviving  Spouse,  in which event the lump sum value of the  benefit  will
either be segregated and separately  invested by the Trustee or will be invested
in a nontransferable annuity providing for installments.

     (b) Time Of Distribution To A Surviving  Spouse:  The surviving  Spouse may
(1) elect to have any death  benefit to which he or she is entitled  distributed
within a  reasonable  time after the death of the  Participant;  or (2) elect to
defer  distribution of the death benefit,  but  distribution may not be deferred
beyond  December  31st of the calendar  year in which the  deceased  Participant
would have attained Age 70 1/2.

     (c) Death Of Surviving Spouse Before Distribution  Begins: If the surviving
Spouse dies before distribution begins, then distribution will be made as if the
surviving Spouse were the Participant. Distribution will be considered as having
commenced  when the deceased  Participant  would have reached Age 70 1/2 even if
payments  have  been  made  to  the  surviving   Spouse  before  that  date.  If
distribution  to the surviving  Spouse  commences in the form of an  irrevocable
annuity  over a  period  permitted  under  paragraph  (c)  before  the  deceased
Participant  would have reached Age 70 1/2,  distribution  will be considered as
having begun on the actual annuity commencement date.

     (d) Non-Spouse Beneficiary:  A non-Spouse Beneficiary may elect to have any
death benefit such Beneficiary is entitled to receive  distributed by one of the
following  methods unless a different method has been chosen by the Participant:
(1) in one lump sum (or in  designated  sums from time to time as elected by the
Beneficiary)  in cash or property;  or if elected by the Sponsoring  Employer in
the Adoption Agreement,  (2) in monthly,  quarterly,  semi-annual or annual cash
installments  over a period  certain that does not extend beyond the life of the
Beneficiary (or beyond the life expectancy of the  Beneficiary),  in which event
the lump sum value of the  benefit  will  either be  segregated  and  separately
invested  by the  Trustee  or  will be  invested  in a  nontransferable  annuity
providing for  installments.  Distribution will be made within a reasonable time
after the death of the Participant;  but distribution of a lump sum must be made
by December 31st of the calendar year which contains the 5th  anniversary of the
date the  Participant  died, or  installments  must begin no later than December
31st of the calendar year  immediately  following the calendar year in which the
Participant died.

     (e) Participants In Pay Status:  If a Participant who has started receiving
distribution of his or her retirement benefit dies before the entire benefit has
been  distributed,  the  balance  of the  benefit  will  be  distributed  to the
Participant's   Beneficiary   at  least  as  rapidly  as  under  the  method  of
distribution being used on the date of the Participant's death.

     5.3 DISABILITY  BENEFITS:  Unless a cash-out  occurs under Section 5.5, the
Disability  benefit a Participant  is entitled to receive under Section 4.4 will
be distributed as follows:




                                      2-4

<PAGE>


     (b) Form Of Distribution:

     (1) If the forms of  benefit  as  elected  by the  Sponsoring  Employer  in
Section  5.4 of the  Adoption  Agreement  do not include a lifetime  annuity,  a
Participant may elect to have his or her Disability  benefit  distributed (A) in
one lump sum in cash or property;  or, if elected by the Sponsoring  Employer in
the Adoption  Agreement,  (B) in monthly,  quarterly,  semiannual or annual cash
installments over a period certain that does not extend beyond the Participant's
life, or beyond the lives of the  Participant  and a designated  Beneficiary (or
beyond the life expectancy of the Participant or the joint 5-3 and last survivor
expectancy of the Participant and a designated Beneficiary),  in which event the
lump sum value of the benefit will either be segregated and separately  invested
by the Trustee or will be invested in a  nontransferable  annuity  providing for
installment payments.

     (2) If the forms of  benefit  as  elected  by the  Sponsoring  Employer  in
Section  5.4 of the  Adoption  Agreement  include  a  lifetime  annuity,  unless
otherwise elected under Section 5.8, a Participant's  Disability benefit will be
distributed  as a Qualified  Joint and Survivor  Annuity if the  Participant  is
married on the Annuity  Starting  Date and has not died before such date. If the
Participant  is unmarried on the Annuity  Starting  Date and has not died before
such date, the  Participant's  Disability  benefit will be distributed as a life
annuity.

     If a  Participant  elects not to receive the form of benefit  described  in
this  paragraph  (2),  the  Participant  may  elect to have  his or her  benefit
distributed  (A) in one lump sum in cash or  property;  or,  if  elected  by the
Sponsoring  Employer  in the  Adoption  Agreement,  (B) in  monthly,  quarterly,
semi-annual  or annual cash  installments  over a period  certain  that does not
extend beyond the Participant's life, or beyond the lives of the Participant and
a designated  Beneficiary  (or beyond the life  expectancy of the Participant or
the joint and last  survivor  expectancy  of the  Participant  and a  designated
Beneficiary),  in which event the lump sum value of the  benefit  will either be
segregated  and  separately  invested  by the  Trustee or will be  invested in a
nontransferable annuity providing for installment payments.

     (c) Time Of  Distribution:  Distribution  will be made under  this  Section
within a  reasonable  time after the date on which the  Participant  suffers the
Disability,  but  distribution  must begin no later than the Required  Beginning
Date.

     5.4 UPON TERMINATION: Unless a cash-out occurs under Section 5.5 or a prior
distribution  has been  under  Section  5.2 or 5.3,  the  benefit  a  Terminated
Participant  is entitled to receive  under  Section 4.5 will be  distributed  as
follows:

     (a) Form Of Distribution:

     (1) If the forms of  benefit  as  elected  by the  Sponsoring  Employer  in
Section  5.4 of the  Adoption  Agreement  do not include a lifetime  annuity,  a
Terminated  Participant may elect to have his or her benefit  distributed in one
lump sum in cash or property;  or, if elected by the Sponsoring  Employer in the
Adoption  Agreement,  (2) in  monthly,  quarterly,  semi-annual  or annual  cash
installments over a period certain that does not extend beyond the Participant's
life, or beyond the lives of the  Participant  and a designated  Beneficiary (or
beyond the life  expectancy  of the  Participant  or the joint and last survivor
expectancy of the Participant and a designated Beneficiary),  in which event the
lump sum value of the benefit will either be segregated and separately  invested
by  the  Trustee  or  invested  in  a  nontransferable   annuity  providing  for
installment payments.

     (2) If the forms of  benefit  as  elected  by the  Sponsoring  Employer  in
Section 5.4 of the Adoption  Agreement include a life annuity,  unless otherwise
elected in accordance with Section 5.8, a Terminated  Participant's benefit will
be distributed as a Qualified  Joint and Survivor  Annuity if the Participant is
married on the Annuity  Starting  Date and has not died before such date. If the
Participant  is unmarried on the Annuity  Starting  Date and has not died before
such date, his or her benefit will be distributed as a life annuity.

     If a  Terminated  Participant  elects  not to  receive  the form of benefit
described in this paragraph (2), the Terminated  Participant may, subject to the
election by the  Sponsoring  Employer in Section 5.4 of the Adoption  Agreement,
elect  to have  his or her  benefit  distributed  (A) in one lump sum in cash or
property;  or, if elected by the Sponsoring  Employer in the Adoption Agreement,
(B) in monthly, quarterly, semi-annual or annual cash installments over a period
certain that does not extend beyond the Participant's  life, or beyond the lives
of the Participant  and a designated  Beneficiary (or beyond the life expectancy
of the Participant or the joint and last survivor  expectancy of the Participant
and a designated Beneficiary),  in which event the lump sum value of the benefit
will  either be  segregated  and  separately  invested by the Trustee or will be
invested in a nontransferable annuity providing for

                                      3-4

<PAGE>

installments.

     (b) Time Of Distribution:  Distribution  will be made under this Section in
accordance with the provisions  elected by the Sponsoring  Employer in Section 5
of the Adoption  Agreement,  provided that distributions begin no later than the
Required Beginning Date.

     5.5 IMMEDIATE CASH-OUT OF BENEFITS: The Administrator,  without the consent
of the  Participant,  may distribute a Participant's  Vested  Aggregate  Account
balance  in a lump  sum any  time  after a  Participant  terminates  employment,
subject to the following provisions:

     (a) General Rule: If the original Effective Date of the Plan is

     (1)  on  or  after  March  22,  1999,  the   Administrator  can  only  make
distribution  under this Section if a  Participant's  Vested  Aggregate  Account
balance  (determined  before  taking into  account the  Participant's  Voluntary
Employee  Contributions  Account,  Deductible Employee  Contribution Account, or
Rollover Account) on the date he or she terminates  employment with the Employer
does  not  exceed  $5,000.  Any  such  distribution  will  be  made  as  soon as
administratively  feasible after the date the Participant  terminates employment
(or after the Plan Year in which the Participant incurs a Break in Service), and
any portion of the Participant's  Account which is not Vested will be treated as
a Forfeiture.

     (2) before March 22, 1999,  the  Administrator  can only make  distribution
under  this  Section,  (A) with  regard  to  distributions  made for Plan  Years
beginning prior to August 6, 1997, if the Participant's Vested Aggregate Account
balance  (determined  before  taking into  account the  Participant's  Voluntary
Employee  Contributions  Account,  Deductible Employee  Contribution Account, or
Rollover Account) on the date he or she terminates  employment with the Employer
does  not  exceed,  or at the time of any  prior  distribution  did not  exceed,
$3,500;  and (B) for Plan  Years  beginning  on or after  August 6,  1997,  if a
Participant's  Vested Aggregate Account balance  (determined  before taking into
account the Participant's  Rollover Account and Voluntary Employee  Contribution
Account) on the date he or she terminates  employment with the Employer does not
exceed,  or at the time of any prior  distribution did not exceed,  $5,000.  Any
such  distribution will be made as soon as  administratively  feasible after the
date the Participant  terminates employment (or after the Plan Year in which the
Participant  incurs a Break in  Service),  and any portion of the  Participant's
Account which is not Vested will be treated as a Forfeiture.

     (b) Later  Distribution If Account Balance Falls To $5,000: If the original
Effective  Date of the  Plan is on or after  March  22,  1999,  with  regard  to
distributions  made for Plan Years  beginning on or after March 22,  1999,  if a
Participant  would have received a distribution  under paragraph (a) but for the
fact that the Participant's  Vested Aggregate Account balance (determined before
taking into account the Participant's  Voluntary Employee Contributions Account,
Deductible Employee  Contribution  Account, or Rollover Account) exceeded $5,000
when  the  Participant  terminated  employment,  and  if  at a  later  time  the
Participant's  Vested Aggregate Account balance  (determined  before taking into
account the Participant's  Voluntary Employee Contributions Account,  Deductible
Employee  Contribution Account, or Rollover Account) is reduced to an amount not
greater than $5,000, the Administrator may distribute such remaining amount in a
lump sum without the Participant's consent as soon as administratively  feasible
after the date the Participant terminates employment with the Employer (or after
the Plan  Year in which  the  Participant  incurs a Break in  Service),  and any
portion of the  Participant's  Account  which is not Vested will be treated as a
Forfeiture.

     (c) Deemed  Distribution:  If a Participant's Vested Interest in his or her
Participant's Account is zero on the date the Participant terminates employment,
the  Participant  will be deemed to have received a distribution  of such Vested
Interest on the date of such termination.

     (d) Form Of  Distribution:  If the whereabouts of a terminated  Participant
are known,  distribution  under this  Section will be made in the form of a lump
sum cash payment  unless the  terminated  Participant  elects a direct  rollover
under Section  5.15.  If the  whereabouts  of a terminated  Participant  are not
known, the provisions of Section 5.14 will apply.

     5.6  RESTRICTIONS ON IMMEDIATE  DISTRIBUTIONS:  If a  Participant's  Vested
Aggregate  Account balance exceeds the amount set forth in paragraph (a) of this
Section and is immediately  distributable,  such account can only be distributed
in accordance with the following provisions:

     (a) General Rule:  If a  Participant's  Vested  Aggregate  Account  balance
(determined before taking into account the

                                      4-4

<PAGE>

Participant's Voluntary Employee Contributions Account, Deductible Employee
Contribution  Account,  or Rollover  Account)  exceeds  $5,000,  or if there are
remaining payments to be made with respect to a particular  distribution  option
that previously commenced,  and if such amount is immediately  distributable the
Participant  and, if the Plan is a money purchase  pension 5-5 plan or the forms
of benefit as elected by the Sponsoring  Employer in Section 5.4 of the Adoption
Agreement include a lifetime annuity,  the Participant's Spouse (or where either
the  Participant  or the  Spouse has died,  the  survivor)  must  consent to any
distribution of such amount.  Any portion of the Participant's  Account which is
not  Vested  will be  treated as a  Forfeiture.  If less than the entire  Vested
Aggregate  Account  balance is distributed,  the part of the non-Vested  portion
that will be treated as a Forfeiture is the total non-Vested  portion multiplied
by a  fraction,  the  numerator  of  which  is the  amount  of the  distribution
attributable to Employer contributions and the denominator of which is the total
value of the Vested Interest in the Participant's Account.

     (b)  Transition  Rule:   Notwithstanding  paragraph  (a),  with  regard  to
distributions made before October 17, 2000, if a Participant's  Vested Aggregate
Account  balance  (determined  before  taking  into  account  the  Participant's
Voluntary  Employee  Contributions  Account,  Deductible  Employee  Contribution
Account,  or Rollover Account) exceeds, or at the time of any prior distribution
(1)  exceeded  $3,500 in Plan Years  beginning  before  August 6,  1997,  or (2)
exceeded  $5,000 in Plan Years  beginning on or after  August 6, 1997,  and such
account   balance  is  immediately   distributable,   the  Participant  and  the
Participant's  Spouse (or where either one has died,  the survivor) must consent
to any distribution of such balance.

     (c) Definition Of Immediately  Distributable:  A  Participant's  benefit is
immediately distributable if any part of the benefit could be distributed to the
Participant  (or the  Participant's  surviving  Spouse)  before the  Participant
reaches (or would have reached if not  deceased)  the later of his or her Normal
Retirement Age or Age 62.

     (d) General Consent Requirement:

     (1) If the  Plan is not a money  purchase  pension  plan  and the  forms of
benefit as elected by the  Sponsoring  Employer in Section  5.4 of the  Adoption
Agreement do not include a lifetime  annuity,  the consent of the Participant to
any benefit that is immediately distributable must be obtained in writing within
the 90-day period ending on the Annuity Starting Date. However,  the Participant
will not be  required  to consent to a  distribution  that is  required  by Code
section  401(a)(9) or section 415. If upon  termination of this Plan neither the
Employer nor an Affiliated Employer maintains another defined  contribution plan
other than an employee  stock  ownership  plan (ESOP) as defined in Code section
4975(e)(7)  (or  for a Code  section  401(k)  plan,  other  than  an  ESOP  or a
simplified  employee pension plan (SEP) as defined in section 408(k) or a SIMPLE
IRA Plan as defined in section 408(p)) the Participant's  benefit will,  without
the Participant's consent, be distributed to the Participant. If the Employer or
an Affiliated  Employer does maintain  another defined  contribution  plan other
than an ESOP (or for a Code  section  401(k) plan,  an ESOP,  SEP, or SIMPLE IRA
Plan) the  Participant's  benefit will,  without the Participant's  consent,  be
transferred  to the  other  plan  if the  Participant  does  not  consent  to an
immediate distribution under the terms of this Section.

     (2) If the Plan is a money purchase pension plan or the forms of benefit as
elected by the  Sponsoring  Employer  in Section 5.4 of the  Adoption  Agreement
include a lifetime annuity, the consent of the Participant and the Participant's
Spouse (or where either the  Participant or the  Participant's  Spouse has died,
the survivor) to any benefit that is immediately  distributable must be obtained
in  writing  within the  90-day  period  ending on the  Annuity  Starting  Date.
However,  (A)  only  the  Participant  need  consent  to the  distribution  of a
Qualified   Joint  and  Survivor   Annuity  while  the  benefit  is  immediately
distributable; and (B) neither the Participant nor the Participant's Spouse will
be  required  to consent to a  distribution  that is  required  by Code  section
401(a)(9)  or  section  415.  If this  Plan upon  termination  does not offer an
annuity  option  (purchased  from a  commercial  provider)  and if  neither  the
Employer nor an Affiliated Employer maintains another defined  contribution plan
other than an employee  stock  ownership  plan (ESOP) as defined in Code section
4975(e)(7)  (or  for a Code  section  401(k)  plan,  other  than  an  ESOP  or a
simplified  employee pension plan (SEP) as defined in section 408(k) or a SIMPLE
IRA Plan as defined in section 408(p)) the Participant's  benefit will,  without
the Participant's consent, be distributed to the Participant. If the Employer or
an Affiliated  Employer does maintain  another defined  contribution  plan other
than an ESOP, the Participant's benefit will, without the Participant's consent,
be  transferred  to the other  plan if the  Participant  does not  consent to an
immediate distribution under the terms of this Section.

     (e) Notification Requirements:

     (1) If the  Plan is not a money  purchase  pension  plan  and the  forms of
benefit as elected by the  Sponsoring  Employer in Section  5.4 of the  Adoption
Agreement do not include a lifetime annuity, the Administrator must notify the

                                      5-4

<PAGE>

Participant of the right to defer any distribution  until the benefit is no
longer   immediately   distributable.   Notification   will  include  a  general
explanation of the material  features and relative  values of the optional forms
of benefit  available  under the Plan in a manner that would  satisfy the notice
requirements  of Code  section  417(a)(3);  and will be provided no less than 30
days or more than 90 days prior to the Annuity Starting Date.

     For Plan Years  beginning on or after January 1, 1997,  distribution of the
Participant's  benefit may begin less than 30 days after the notice described in
paragraph (d) is given if (1) the Administrator  clearly informs the Participant
that the Participant has a right to a period of at least 30 days after receiving
notice to consider the decision of whether or not to elect a  distribution;  (2)
the Participant, after receiving the notice, affirmatively elects a distribution
(or a particular  distribution  option); and (3) the Participant does not revoke
the election at any time prior to the expiration of the 7-day period that begins
on the date the notice is given.

     (2) If the Plan is a money purchase pension plan or the forms of benefit as
elected by the  Sponsoring  Employer  in Section 5.4 of the  Adoption  Agreement
include a lifetime annuity,  the  Administrator  must notify the Participant and
the  Participant's  Spouse  of the  right to defer  any  distribution  until the
benefit is no longer  immediately  distributable.  Notification  will  include a
general explanation of the material features and relative values of the optional
forms of benefit  available  under the Plan in a manner  that would  satisfy the
notice requirements of Code section 417(a)(3); and will be provided no less than
30 days or more than 90 days prior to the Annuity Starting Date.

     For Plan Years  beginning on or after January 1, 1997,  distribution of the
benefit may begin less than 30 days before the Annuity  Starting Date if (A) the
Administrator  clearly informs the Participant  that the Participant has a right
to a period of at least 30 days after  receiving  the required  notification  to
consider  the  decision  of whether to waive the  Qualified  Joint and  Survivor
Annuity and to consent to another form of  distribution;  (B) the Participant is
permitted  to revoke an  affirmative  distribution  election  at least until the
Annuity  Starting Date, or, if later, at any time prior to the expiration of the
7 day period that begins the day after the  explanation  of the Qualified  Joint
and Survivor  Annuity is provided to the  Participant;  (3) the Annuity Starting
Date is after the date that the  explanation of the Qualified Joint and Survivor
Annuity is provided to the  Participant  (but the Annuity  Starting  Date may be
before  the date that any  affirmative  distribution  elections  are made by the
Participant and before the date.

     5.7  REPAYMENT OF PRIOR  DISTRIBUTIONS:  If a  Participant  who  terminates
employment  with  the  Employer  receives  (or is  deemed  to have  received)  a
distribution  of  his or  her  Vested  Aggregate  Account  and  is  subsequently
reemployed  by  the  Employer,  the  Employee's  Vested  Interest  in his or her
Participant's Account will be restored to the amount on the date of distribution
if  the  Employee  repays  to the  Plan  the  full  amount  of the  distribution
attributable to Employer  contributions  before the earlier of 5 years after the
first date on which he or she is subsequently  reemployed by the Employer or the
date on which the Participant  incurs 5 consecutive  Breaks in Service following
the date of  distribution.  If the  former  Participant  is deemed to  receive a
distribution  under the Plan  before  the date on which the  former  Participant
incurs 5 consecutive Breaks in Service,  upon reemployment with the Employer his
or her Participant's  Account balance will be restored to the amount on the date
of the deemed distribution.

     5.8 SPOUSAL CONSENT REQUIREMENTS: If the forms of benefit as elected by the
Sponsoring  Employer in Section 5.4 of the  Adoption  Agreement do not include a
lifetime annuity,  a surviving  Spouse's election not to receive a death benefit
under  Section 5.2 will not be effective  unless (1) the election is in writing;
(2) the election designates a specific  Beneficiary or form of benefit which may
not be changed  without  spousal  consent  (or the  Spouse's  consent  expressly
permits  designations  by the  Participant  without any  requirement  of further
spousal  consent);  and (3) the Spouse's consent  acknowledges the effect of the
election and is witnessed by the  Administrator or a notary public. If the forms
of benefit as elected by the Sponsoring  Employer in Section 5.4 of the Adoption
Agreement include a lifetime annuity,  a married  Participant's  election not to
receive a Qualified  Joint and Survivor  Annuity  (QJSA) under  Section 5.1 or a
Qualified  Preretirement  Survivor  Annuity  (QPSA)  under  Section  5.2,  or an
unmarried  Participant's  election not to receive a life annuity  under  Section
5.1, must be made in accordance with the following provisions:

     (a) Election Not To Receive A QJSA: A married Participant's election not to
receive a Qualified Joint and Survivor  Annuity,  or an unmarried  Participant's
election  not to receive a life  annuity,  must be in  writing  and must be made
during the 90-day period ending on the Annuity  Starting Date. Such election may
be  revoked  in writing  and a new  election  made at any time and any number of
times during the election period.

     (b) Election Not To Receive A QPSA: A married Participant's election not to
receive a Qualified  Preretirement  Survivor Annuity must be in writing and must
be made during an election period beginning on the first day of the Plan Year in

                                      6-4

<PAGE>

which the  Participant  reaches Age 35 and ending on the date of his or her
death.  The election  may be revoked in writing and a new  election  made at any
time  and  any  number  of  times  during  the  election  period.  A  Terminated
Participant's  election period  concerning his or her Vested  Aggregate  Account
before his termination will not begin later than such date.

     (c) Special Pre-Age 35 QPSA Election: A Participant who has not yet reached
Age 35 as of the end of any current Plan Year may make a special election not to
receive a Qualified  Preretirement  Survivor Annuity for the period beginning on
the date of such  election and ending on the first day of the Plan Year in which
such  Participant  reaches Age 35. This  election  will not be valid  unless the
Participant receives the same written explanation of the Qualified Preretirement
Survivor  Annuity as described in paragraph (d) below.  Qualified  Preretirement
Survivor Annuity  coverage will be automatically  reinstated as of the first day
of the Plan Year in which the Participant reaches Age 35. Any new election on or
after such date will be subject to the full requirements of this Section 5.8.

     (d) Required  Written  Explanation:  In connection  with an election not to
receive a Qualified Joint and Survivor Annuity,  the Administrator will, no less
than 30 days  and no more  than 90 days  prior  to the  Annuity  Starting  Date,
provide the Participant  with a written  explanation of the terms and conditions
of the Qualified Joint and Survivor  Annuity;  the  Participant's  right to make
(and the  effect  of) an  election  to waive the  Qualified  Joint and  Survivor
Annuity;  the rights of the Spouse;  and the right of the  Participant to revoke
such election (and the effect  thereof).  In connection  with an election not to
receive a Qualified  Preretirement  Survivor  Annuity,  the  Administrator  will
provide each  Participant  within the Applicable  Period as defined in paragraph
(e) with a written explanation of the Qualified  Preretirement  Survivor Annuity
in such  terms  and in  such  manner  as  would  be  comparable  to the  written
explanation  applicable to a Qualified  Joint and Survivor  Annuity as set forth
herein.

     (e) Applicable Period: The Applicable Period for a Participant is whichever
of the following  periods ends last: (1) the period beginning with the first day
of the Plan Year in which the  Participant  attains  Age 32 and ending  with the
close of the Plan Year preceding the Plan Year in which the Participant  attains
Age 35; (2) a reasonable period after the individual becomes a Participant;  (3)
a reasonable period ending after Code section  401(a)(11) ceases to apply to the
Participant;  or (4) a reasonable  period  ending  after Code section  417(a)(5)
ceases to apply to the Participant. A reasonable period means the end of the two
year period  beginning one year prior to the date the  applicable  event occurs,
and ending one year after that date.

     (f)  Participants Who Terminate Before Age 35: In the case of a Participant
who separates from service before the Plan Year in which the Participant reaches
Age 35, the notice  required under paragraph (d) will be provided within the two
year period  beginning one year prior to separation  from service and ending one
year after such separation. If such Participant thereafter returns to employment
with  the  Employer,   the  Applicable  Period  for  such  Participant  will  be
redetermined.

     (g) Elections Must Have Spousal  Consent:  A Participant's  election not to
receive a Qualified Joint and Survivor  Annuity or a Participant's  election not
to receive a Qualified  Preretirement Survivor Annuity will not be effective (1)
unless the Participant's Spouse consents in writing to the election;  (2) unless
the election  designates a specific  Beneficiary  (or form of benefit) which may
not be changed without  spousal consent (or the consent of the Spouse  expressly
permits  designations  by the  Participant  without any  requirement  of further
spousal consent); and (3) unless the Spouse's consent acknowledges the effect of
the election and is witnessed by the Administrator or a notary public.

     (h) Additional Requirements For Spousal Consent:  Notwithstanding paragraph
(g), a Spouse's  consent  will not be  required  if there is no Spouse or if the
Spouse cannot be located,  or if there are other  circumstances (as set forth in
the Code) present which  preclude the  necessity of such Spouse's  consent.  Any
consent by a  Participant's  Spouse (or  establishment  that  consent  cannot be
obtained)  will be effective  only with  respect to such Spouse.  A consent that
permits  designations  by the  Participant  without any  requirement  of further
spousal consent must  acknowledge that the Spouse has the right to limit consent
to a specific Beneficiary,  and a specific form of benefit where applicable, and
that the Spouse  voluntarily elects to relinquish either or both of such rights.
A  revocation  of a prior  election  may be made by a  Participant  without  the
Spouse's  consent at any time before benefits  begin. No consent  obtained under
paragraph  (g) will be valid  unless  the  Participant  has  received  notice as
provided in paragraph (d).

     5.9 APPLICATION OF CODE SECTION 401(a)(9): All distributions made under the
terms of the Plan will be determined and made in accordance with the regulations
issued  under  Code  section  401(a)(9),   including  the  minimum  distribution
incidental benefit requirement of regulation  1.401(a)(9)-2,  and any provisions
in this Plan which reflect Code section 401(a)(9) will override any distribution
options which are inconsistent with such Code section and regulations.

                                      7-4

<PAGE>
     5.10 STATUTORY  COMMENCEMENT OF BENEFITS:  Unless the Participant otherwise
elects,  distribution  of a  Participant's  benefit must begin no later than the
60th day after the latest of the close of the Plan Year in which the Participant
(1) reaches the earlier of Age 65 or Normal Retirement Age; (2) reaches the 10th
anniversary of the year the  Participant  commenced Plan  participation;  or (3)
terminates service with the Employer.  However, the failure of a Participant and
the  Participant's  Spouse to  consent  to a  distribution  while a  benefit  is
immediately distributable within the meaning of Section 5.6 will be deemed to be
an  election  to defer  commencement  of payment of any  benefit  sufficient  to
satisfy  this  Section.  Also,  if this Plan  provides for early  retirement,  a
Participant who satisfied the service  requirement for early retirement prior to
Termination  of  Employment  will  be  entitled  to  receive  his or her  Vested
Aggregate  Account,  if any, upon  satisfaction of the age requirement for early
retirement.

     5.11  DETERMINATION  OF  LIFE  EXPECTANCIES:   If  a  Participant's  Vested
Aggregate Account is distributed through other than the purchase of an immediate
annuity,  the applicable  calendar year will be the First Distribution  Calendar
Year and, if life expectancy is being  recalculated,  each  succeeding  calendar
year. If annuity  payments  commence  before the Required  Beginning  Date,  the
applicable calendar year is the year such payments commence.  If distribution is
in the form of an immediate annuity purchased after the Participant's death with
the Participant's  remaining interest,  the applicable calendar year is the year
of purchase.  For purposes of Section 5.2, payments will be calculated by use of
the return multiples  specified in Section 1.72-9 of the Income Tax Regulations.
Life expectancy of a surviving Spouse may be recalculated  annually,  but in the
case of any other  Beneficiary,  life  expectancy will be calculated at the time
payment first commences and payments for any 12-consecutive month period will be
based on such life  expectancy  minus the  number of whole  years  passed  since
distribution  first  commenced.  The First  Distribution  Calendar  Year is, for
distributions  beginning  before the  Participant's  death,  the  calendar  year
immediately  preceding the calendar year containing the  Participant's  Required
Beginning  Date. For  distributions  beginning after the death of a Participant,
the First Distribution Calendar Year is the calendar year in which distributions
are required to begin under Section 5.2.

     5.12  EARNINGS  BEFORE  BENEFIT  DISTRIBUTION:  As of  the  Valuation  Date
coinciding with or next following the date a Participant  terminates  employment
with the Employer for any reason,  the Administrator  will, until a distribution
is made to the Participant or the  Participant's  Beneficiary in accordance with
Sections  5.1,  5.2,  5.3,  5.4  or  5.5,   direct  the  Trustee  in  a  uniform
nondiscriminatory manner to either (1) invest the Participant's Vested Aggregate
Account  balance  determined as of such  Valuation  Date in a separate  interest
bearing account; or (2) leave the Participant's Vested Aggregate Account balance
as part of the general  Trust Fund,  in which case such  account will either (a)
share in the allocation of net earnings and losses under Section 3.3(a),  or (b)
be granted interest at a rate consistent with the interest  bearing  investments
of the Trust Fund.

     5.13 DISTRIBUTION IN EVENT OF LEGAL  INCAPACITY:  If any person entitled to
benefits  (the  "Payee")  suffers  from  a  Disability  or is  under  any  legal
incapacity,  payments  may be  made  in one or  more  of the  following  ways as
directed by the Administrator: (a) to the Payee directly; (b) to the guardian or
legal  representative of the Payee's person or estate;  (c) to a relative of the
Payee,  to be expended for the Payee's  benefit;  or (d) to the custodian of the
Payee under any Uniform Gifts to Minors Act. The  Administrator's  determination
of minority or incapacity will be final.

     5.14 MISSING  PAYEES AND  UNCLAIMED  BENEFITS:  Neither the Trustee nor the
Administrator will be required to search for or ascertain the whereabouts of any
Participant or Beneficiary. With respect to a Participant or Beneficiary who has
not claimed any benefit (the  "missing  payee") to which such  missing  payee is
entitled,  and  with  respect  to any  Participant  or  Beneficiary  who has not
satisfied the  administrative  requirements for benefit  payment,  the following
provisions will apply:

     (a) Attempt To Contact And Forfeiture Of Benefit:  The  Administrator  will
notify  a  missing  payee  that  he or she is  entitled  to a  distribution,  by
certified  or  registered  mail  addressed  to the  missing  payee's  last known
address.  The  Administrator,  in its sole  discretion,  may also utilize  other
methods of  locating  a missing  payee,  including  letter  forwarding  programs
offered by the Internal  Revenue Service or the Social Security  Administration,
or internet or other search  services  offered by the Pension  Benefit  Guaranty
Corporation (PBGC) if such services are made available to defined  contributions
plans;  or by placing  public notices in a local  newspaper.  If a missing payee
fails to make his or her  whereabouts  known in  writing  to the 5-9  Trustee or
Administrator  or  otherwise  fails to claim a  benefit,  or the  administrative
requirements  for  benefit  payment  for any payee are not  satisfied,  upon the
earlier  to occur  of (1) the  later  of the  date  the  Plan is  terminated  or
discontinued  or six months  from the date the notice was mailed or (2) the date
which is two years from the date the notice was mailed,  the Administrator  may,
but will not be required to, treat the payee's benefit as a forfeiture,  subject
to paragraphs (b) and (c).

     (b)  Alternative  Methods  To  Forfeiture:  In  lieu  of  Forfeiture  under
paragraph  (a),  the  Administrator  may  elect one the  following  alternatives
described below:

                                      8-4

<PAGE>

     (1) Direct Rollover To IRA: If a  Participant's  Vested  Aggregate  Account
(determined   before  taking  into  account  his  or  her   Voluntary   Employee
Contribution  Account and  Rollover  Account)  on the date he or she  terminated
employment with the Employer does not exceed $5,000, the Administrator may elect
to make  distribution  under this Section in the form of a direct rollover to an
individual  retirement  account  (IRA)  if the  IRA  can be  established  by the
Administrator at a qualified financial  institution.  In establishing the IRA on
behalf of the Participant or other payee, the  Administrator  will select an IRA
trustee,  custodian or issuer that is unrelated to the Employer or Administrator
and will make the initial  investment  choices for the IRA.  The default  direct
rollover  will  occur not less than 30 days and not more than 90 days  after the
Code section 402(f) notice with the  explanation of the default direct  rollover
is provided to the Participant or other payee.

     (2)  Escheat  To The State:  The  Administrator  may elect to  escheat  the
payee's benefit to the state in which the Sponsor's  principal place of business
is located.

     (3)  Other  Methods  Of  Distribution:   The  Administrator  may  elect  to
distribute a payee's  benefit by any other method  approved by the United States
Department of the Treasury and/or by the United States Department of Labor.

     (c)  Conditions  For  Restoration  Of Forfeited  Benefit:  If a payee whose
benefit has been forfeited under  paragraph (a) is located,  or if a payee whose
benefit  has been  forfeited  under  paragraph  (a) for  failure to satisfy  the
administrative  requirements  for benefit  payment  subsequently  satisfies  the
administrative  requirements  for benefit payment and claims his or her benefit,
and if the Plan has not  terminated  (or if the Plan has, all benefits  have not
yet been paid), then the benefit will be restored. The Administrator,  on a case
by case basis,  may elect to restore  the benefit by the use of either  earnings
from  non-segregated  Trust  Fund  assets,  or  Employer  contributions,  or any
combination thereof.  However, if such missing payee has not been located by the
time the Plan terminates and all benefits have been distributed  therefrom,  the
Forfeiture of such unpaid benefit will be irrevocable.

     5.15 DIRECT  ROLLOVERS:  A distributee  may elect to have any portion of an
eligible  rollover  distribution  paid directly to an eligible  retirement  plan
specified by the  distributee  in a direct  rollover,  which is a payment by the
Plan to the eligible retirement plan specified by the distributee.

     (a) Eligible Rollover  Distribution:  An eligible rollover  distribution is
any  distribution  of all or any  portion  of the  balance  to the credit of the
distributee,  except that an eligible rollover distribution does not include any
distribution  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; any distribution to the extent such distribution is
required under Code section  401(a)(9);  the portion of any distribution that is
not includible in gross income  (determined  without regard to the exclusion for
net unrealized appreciation with respect to Employer securities);  and effective
with Plan Years  beginning  on or after  January 1, 1999,  any  distribution  of
elective  deferrals  on  account  of  Hardship  as  described  in  Code  section
402(c)(4)(c).

     (b) Eligible  Retirement Plan: An eligible retirement plan is 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.

     (c) Definition Of Distributee:  For purposes of this Section, a distributee
includes an Employee or former  Employee.  In addition,  an Employee's or former
Employee's  Surviving  Spouse and an 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.

     5.16 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS:  Excess Elective Deferrals,
plus any income and minus any loss  allocable  thereto,  will be  distributed no
later  than April  15th to any  Participant  to whose  account  Excess  Elective
Deferrals were  allocated for the preceding year and who claims Excess  Elective
Deferrals for such taxable year.  Distribution of Excess Elective Deferrals will
made in accordance with the following provisions:

     (a) Assignment Of 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 Administrator on or before April 15th of the amount
of the

                                      9-4

<PAGE>

Excess Elective Deferrals to be assigned to the Plan. A Participant will be
deemed to notify the  Administrator of any Excess Elective  Deferrals that arise
by taking into account only those  Elective  Deferrals made to this Plan and any
other plans of the Employer.

     (b)  Definition  Of Excess  Elective  Deferrals:  The term Excess  Elective
Deferrals means Elective  Deferrals  includible in a Participant's  gross income
under Code section 402(g) to the extent such  Participant's  Elective  Deferrals
for a taxable year exceed the dollar limitation under such Code Section.  Excess
Elective Deferrals will be treated as Annual Additions under Section 6.1, unless
such amounts are  distributed  no later than the first April 15th  following the
close of the  Participant's  taxable year.  Excess  Elective  Deferrals that are
distributed after April 15th are includible in the Participant's gross income in
the taxable year in which deferred and the taxable year in which distributed.

     (c)  Determination  Of Income Or Loss:  Excess  Elective  Deferrals will be
adjusted for any income or loss up to the end of the Participant's  taxable year
and, at the discretion of the Administrator,  may be adjusted for income or loss
up to the date of distribution.  The period between the end of the Participant's
taxable year and the date of distribution will be referred to as the gap period,
and any  income  earned  therein  will be  allocated  at the  discretion  of the
Administrator  applied  consistently to all  Participants  and to all corrective
distributions  for the  taxable  year.  The net  income or loss  allocable  to a
Participant's  Excess Elective Deferrals will be the amount determined by either
the method in paragraph  (1) or paragraph  (2) plus,  if  applicable  the amount
determined in paragraph (3):

     (1) The amount  determined by multiplying  the net income or loss allocable
to his  Elective  Deferrals  for the  taxable  year  (and the gap  period)  by a
fraction,  the numerator of which is the Participant's Excess Elective Deferrals
for the year and the  denominator  of  which  is (A) the  Participant's  Account
balance   attributable  to  Elective  Deferrals  as  of  the  beginning  of  the
Participant's  taxable  year  plus  any  Elective  Deferrals  allocated  to  the
Participant's   Account  during  such  taxable  year  and  the  gap  period,  if
applicable, or (B) solely with respect to taxable years beginning before January
1, 1992, the Participant's Account balance attributable to Elective Deferrals as
of the end of the Participant's  taxable year, reduced by any gain and increased
by any loss allocable thereto during the taxable year; or

     (2) The amount  determined by any reasonable method of allocating income or
loss to Excess  Elective  Deferrals  for the taxable year and for the gap period
provided  the method used is the same  method  used by this Plan for  allocating
income or losses to Participant's Accounts; and

     (3) 10% of the  amount  determined  under (1)  multiplied  by the number of
whole  months  between  the  end of  the  Participant's  taxable  year  and  the
distribution  date,  counting the month of  distribution  if it occurs after the
15th of such month.

     5.17 DISTRIBUTION OF EXCESS CONTRIBUTIONS:  Excess Contributions,  plus any
income and minus any loss allocable  thereto,  will 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.  Distribution will be
made in accordance with the following provisions:

     (a) Allocation To Highly Compensated  Employees:  Excess Contributions will
be  allocated  to the HCEs with the largest  amounts of  Employer  contributions
taken into account in calculating  the ADP Test for the year in which the Excess
Contributions  arose,  beginning  with the HCE with the  largest  amount of such
Employer  contributions  and continuing in 5-11  descending  order until all the
Excess  Contributions  have  been  allocated.  For  purposes  of  the  preceding
sentence,  the "largest amount" is determined  after  distribution of any Excess
Contributions.  If excess amounts are  distributed  more than 2 1/2 months after
the last day of the Plan Year in which  they  arose,  a 10%  excise  tax will be
imposed  on the  Employer.  Excess  Contributions  will  be  treated  as  Annual
Additions under Section 6.1.

     (b) Definition Of Excess Contributions: The term Excess Contributions means
with respect to any Plan Year the excess of (a) the aggregate amount of Employer
contributions  actually  taken  into  account  in  computing  the  ADP  Test  of
Participants  who are HCEs for such Plan Year,  over (b) the  maximum  amount of
such  contributions  permitted  by the ADP Test  (determined  by  hypothetically
reducing  contributions  made on behalf of Participants who are HCEs in order of
their ADPs, beginning with the highest of such percentages).

     (c)  Determination  Of Net  Income Or Loss:  Excess  Contributions  will be
adjusted  for any net income or loss up to the end of the Plan Year and,  at the
discretion  of the  Administrator,  may be adjusted for income or loss up to the
date of distribution.  The period,  if any, between the end of the Plan Year and
the date of  distribution  will be  referred  to as gap

                                      10-4

<PAGE>

period,   and  any  income   earned   therein  will  be  allocated  at  the
Administrator's  discretion applied  consistently to all Participants and to all
corrective distributions made for the Plan Year. The income or loss allocable to
each Participant's  Excess Contributions will be the amount determined by either
the method in paragraph  (1) or paragraph (2) plus,  if  applicable,  the amount
determined under paragraph (3), as follows:

     (1) The amount  determined by multiplying  the net income or loss allocable
to his Elective Deferrals (and, if applicable,  his QNECs or QMACs, or both) for
the Plan Year (and the gap period,  if applicable) by a fraction,  the numerator
of  which  is the  Participant's  Excess  Contributions  for  the  year  and the
denominator of which is (A) the  Participant's  Account balance  attributable to
Elective Deferrals (and QNECs or QMAC, or both, if any of such contributions are
included in the ADP test) as of the beginning of the Plan Year plus any Elective
Deferrals  (and  QNECs or  QMACs,  or  both,  if any of such  contributions  are
included in the ADP test) allocated to the Participant during such Plan Year and
the gap  period,  if  applicable,  or (B)  solely  with  respect  to Plan  Years
beginning before January 1, 1992, the Participant's Account balance attributable
to Elective Deferrals (and QNECs or QMACs or both, if any such contributions are
included in the ADP Test) as of the end of the Plan Year reduced by any gain and
increased by any loss allocable thereto during the Plan Year; or

     (2) The amount  determined by any reasonable method of allocating income or
loss to the Participant's Elective Deferrals (and if applicable, QNECs or QMACS,
or both) for the Plan Year and for the gap period  provided  the method  used is
the same method used for allocating income or losses to Participants'  Accounts;
and

     (3) 10% of the  amount  determined  under (1)  multiplied  by the number of
whole  months  between  the end of the  Plan  Year  and the  distribution  date,
counting the month of distribution if it occurs after the 15th of such month.

     (d)  Accounting  For Excess  Contributions:  Excess  Contributions  will be
distributed  from  the  Participant's  Elective  Deferral  sub-account  and QMAC
sub-account in proportion to the Participant's  Elective Deferrals and QMACs (to
the extent used in the ADP Test) for the Plan Year. Excess Contributions will be
distributed  from the  Participant's  QNEC  sub-account  only to the extent they
exceed the balance in the Participant's  Elective Deferral  sub-account and QMAC
sub-account.

     5.18  DISTRIBUTION  OF EXCESS  AGGREGATE  CONTRIBUTIONS:  Excess  Aggregate
Contributions,  plus any income and minus any loss  allocable  thereto,  will be
forfeited, if forfeitable, or if not forfeitable,  distributed 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. Distribution
will be made in accordance with the following provisions:

     (a)  Allocation  To  Highly   Compensated   Employees:   Excess   Aggregate
Contributions  will be  allocated  to the  HCEs  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 HCE with the largest  amount of
such  Contribution  Percentage  Amounts and continuing in descending order until
all 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  Excess  Aggregate   Contributions   are
distributed  more than 2 1/2months  after the last day of the Plan Year in which
they arose,  a 10% excise tax will be imposed on the  Employer  with  respect to
those  amounts.  Excess  Aggregate  Contributions  will  be  treated  as  Annual
Additions pursuant to Section 6.1.

     (b)  Forfeitures  Of Excess  Aggregate  Contributions:  As  elected  by the
Sponsoring  Employer in Section 3.4 of the Adoption  Agreement,  Forfeitures  of
Excess  Aggregate  Contributions  will  either  be (1)  applied  to  reduce  the
Employer's  contributions  for the Plan  Year in which the  excess  arose to the
extent the excess  exceeds  Employer  contributions  or the Employer has already
contributed for such Plan Year, or (2) allocated  (after all other  Forfeitures)
to the Matching  Contribution  sub-account of each Participant who is a NHCE who
made Elective  Deferrals or Employee  contributions in the ratio which each such
Participant's  Compensation for the Plan Year bears to the total Compensation of
all such Participants for such Plan Year.

     (c) Excess Aggregate  Contribution:  The term Excess Aggregate Contribution
means,  with  respect  to  any  Plan  Year,  the  excess  of (1)  the  aggregate
Contribution   Percentage  Amounts  used  in  computing  the  numerator  of  the
Contribution Percentage actually made on behalf of Participants who are HCEs for
such Plan Year, over (2) the maximum  Contribution  Percentage Amounts permitted
by the  ACP  Test  (determined  by  reducing  contributions  made on  behalf  of
Participants  who are HCEs in order of  their  Contribution  Percentage  Amounts
beginning with the highest of such percentages). Such determination will be made
after first determining  Excess Elective  Deferrals and then determining  Excess
Contributions.   The  terms  Average   Contribution   Percentage,   Contribution
Percentage and Contribution

                                      11-4

<PAGE>

Percentage Amount are defined in Section 1.10.

     (d)  Determination  Of  Income:  Excess  Aggregate  Contributions  will  be
adjusted  for any  income  or loss up to the end of the Plan  Year  and,  at the
discretion  of the  Administrator,  may be adjusted for income or loss up to the
date of  distribution.  The period between the end of the Plan Year and the date
of  distribution  will be referred to as the gap period,  and any income  earned
during the gap period will be allocated at the  discretion of the  Administrator
applied consistently to all Participants and to all corrective distributions for
the Plan Year. The income or loss allocable to a Participant's  Excess Aggregate
Contributions  will be the amount  determined  by either the method in paragraph
(1) or paragraph (2) plus, if applicable,  the amount determined under paragraph
(3):

     (1) The amount  determined by multiplying  the net income or loss allocable
to his Voluntary Employee Contributions,  Matching Contributions (if not used in
the ADP Test), QNECs and, to the extent  applicable,  Elective Deferrals for the
Plan Year (and the gap period,  if applicable)  by a fraction,  the numerator of
which is such Participant's Excess Aggregate  Contributions for the year and the
denominator of which is (A) the Participant's Account balance(s) attributable to
Contribution  Percentage  Amounts as of the beginning of the Plan Year, plus any
additional amounts attributable to Contribution  Percentage Amounts allocated to
the Participant during such Plan Year and the gap period, if applicable,  or (B)
solely  with  respect  to Plan Years  beginning  before  January  1,  1992,  the
Participant's Account balance attributable to Contribution Percentage Amounts as
of the end of the Plan  Year,  reduced  by any gain  and  increased  by any loss
allocable thereto during the Plan Year; or

     (2) The amount determined by any reasonable method of allocating net income
or loss to the Participant's Voluntary Contributions, Matching Contributions and
QNECs for the Plan Year and for the gap  period,  if  applicable,  provided  the
method  used  is  the  same  one  used  for  allocating   income  or  losses  to
Participants' Accounts; and

     (3) 10% of the  amount  determined  under (1)  multiplied  by the number of
whole  months  between  the end of the  Plan  Year  and the  distribution  date,
counting the month of distribution if it occurs after the 15th of such month.

     (e)  Accounting  For  Excess  Aggregate  Contributions:   Excess  Aggregate
Contributions  will be forfeited if  forfeitable,  or will be  distributed  on a
pro-rata  basis  from the  Voluntary  Employee  Contribution  Account,  Matching
Contribution  Account,  QMAC Account, and if applicable,  from the Participant's
QNEC Account or the Elective Deferral Account, or both.

     5.19  FINANCIAL  HARDSHIP  DISTRIBUTIONS:  If  elected  by  the  Sponsoring
Employer in Section 5.6 of the Adoption Agreement,  a Participant may request in
writing  to the  Administrator  that up to 100%  of the  Participant's  Elective
Deferrals  (and any  earnings  credited  thereto as of the later of December 31,
1988 and the end of the last Plan Year ending  before July 1,  1989),  plus,  if
elected by the Sponsoring Employer in Section 5.6 of the Adoption Agreement, the
Vested Interest in his or her Matching Contribution sub-account and Non-Elective
Contribution  Account, be distributed because of financial hardship,  subject to
the following:

     (a) Amount  And Form Of  Distribution:  The total  amount  available  for a
hardship  distribution will be based on the balance in the Participant's Account
as of the Valuation Date which  coincides with or immediately  precedes the date
of distribution, but the maximum amount actually distributable cannot exceed the
amount required to relieve the financial  hardship,  including amounts necessary
to pay any  federal,  state  or  local  income  taxes  or  penalties  reasonably
anticipated to result from the distribution.  A hardship  distribution will only
be made to the  Participant in one lump sum payment,  provided,  if the forms of
benefit as elected by the  Sponsoring  Employer in Section  5.4 of the  Adoption
Agreement include a lifetime annuity,  the Participant's  Spouse consents to the
distribution in accordance with the provisions of Section 5.8.

     (b) Definition Of Financial Hardship: Financial hardship means an immediate
and  heavy  financial  need  of the  Participant  which  the  Participant  lacks
available resources to satisfy. For purposes of making a hardship  distribution,
the  following  financial  needs will be  considered  immediate  and heavy:  (1)
payment of medical  expenses  within the meaning of Code section 213(d) that are
incurred  by the  Participant,  his  Spouse or his  children;  (2) the  purchase
(excluding mortgage payments) of a principal residence for the Participant;  (3)
payment  of  tuition  and  related  educational  fees for the next 12  months of
post-secondary  education for the Participant,  the Participant's  Spouse or the
Participant's  children; (4) the need to prevent the eviction of the Participant
from his or her  principal  residence  or  foreclosure  on the  mortgage  of the
Participant's principal residence;  (5) payment of funeral expenses for a member
of the Participant's family; or (6) any other immediate and heavy financial need
as determined by the Administrator in a uniform nondiscriminatory manner.

                                      12-4

<PAGE>

     (c) Participant's Written Representations:  Except as otherwise provided in
paragraph  (d),  a  hardship  distribution  can  only be made  to the  extent  a
Participant's  financial  hardship  cannot be  satisfied  from  other  resources
reasonably  available to the Participant,  as determined by the Administrator on
the basis of all relevant facts and  circumstances.  However,  the Administrator
may treat a  distribution  as necessary  to satisfy a financial  hardship if the
Administrator,  in the absence of actual knowledge to the contrary,  relies upon
the Participant's  written  representation that the financial hardship cannot be
relieved (1) through  reimbursement  or  compensation by insurance or otherwise;
(2) by liquidation of the  Participant's  assets, to the extent such liquidation
would  not  itself  cause  a  financial  hardship;   (3)  by  cessation  of  the
Participant's  Elective  Deferrals or Voluntary  Employee  Contributions  to the
Plan;  or (4) by other  distributions  or  nontaxable  (at the time of the loan)
loans from any other Employer-maintained plans or from any other Employer, or by
borrowing from commercial sources on reasonable commercial terms.

     (d) Safe Harbor Deemed Distributions: If a Participant elects not to comply
with the written  representation  requirements  set forth in paragraph  (c) with
respect to a distribution made for one of the reasons in paragraphs (b)(1), (2),
(3) or (4), then any such distribution will be deemed to be necessary to satisfy
a financial  hardship if the Participant has obtained all  distributions  (other
than  financial  hardship  distributions)  and all  nontaxable  loans  currently
available under all plans maintained by the Employer.  Furthermore,  by electing
not to comply with the  requirements  of paragraph (c), the  Participant  cannot
make Elective Deferrals and Voluntary Employee Contributions to this Plan or any
other plan  maintained  by the Employer for at least 12 months after  receipt of
the distribution;  and for the Participant's  taxable year immediately following
the taxable  year of the  hardship  distribution,  the  Participant  cannot make
Elective  Deferrals to this Plan or any other plan maintained by the Employer in
excess of the  applicable  limit under Code section  402(g)(5)  for such taxable
year,  minus the amount of such  Participant's  Elective  Deferrals made for the
taxable year in which the financial hardship distribution was made.

     5.20  PRE-RETIREMENT  DISTRIBUTIONS:  If elected by the Sponsoring Employer
and subject to the minimum Age and/or Service and/or participation  requirements
in Section 5.5 of the  Adoption  Agreement,  a  Participant  may also request in
writing  that  the  Administrator  direct  the  Trustee  to  distribute  to  the
Participant up to 100% of the Vested Interest in such Participant's Non-Elective
Contribution  sub-account  and Matching  Contribution  sub-account  (and, if the
Participant  attained  age 59 1/2,  amounts  attributable  to Elective  Deferral
Contributions,  QNECs, QMACs, Safe Harbor Non-Elective Contributions and/or Safe
Harbor Matching  Contributions) as of the Valuation Date which coincides with or
immediately precedes the date of distribution, subject to the minimum Age and/or
Service  and/or   Participation   requirements   elected.   When  feasible  such
distribution shall be paid at the Participant's direction within 60 days of such
request,  but  not  later  than a date as  soon  as  administratively  practical
following  the next  Valuation  date after the  Administrator's  receipt of such
request.

     (a) Amount and Form of Distribution:  Any  distribution  under this Section
will only be made to the  Participant in one lump sum payment  provided,  if the
forms of benefit as elected by the  Sponsoring  Employer  in Section  5.4 of the
Adoption Agreement include a lifetime annuity, the Participant's Spouse, if any,
consents to the distribution in accordance with the provisions of Section 5.8

     (b) Participants  Who Are Not 100% Vested:  If a distribution is made under
this Section at a time when the Participant has less than a 100% Vested Interest
in his or her Non-Elective  Contribution  sub-account and Matching  Contribution
subaccount  and such Vested  Interest may increase,  a separate  account will be
established for the Participant's  Non-Elective Contribution sub-account balance
and the Participant's  Matching Contribution  sub-account balance at the time of
distribution,  and at any relevant time the Participant's Vested Interest in the
separate  account will be equal to an amount ("X") determined by the formula X =
P[(AB+(R x D))-(RxD)].  In applying the formula,  "P" is the Vested  Interest at
the relevant time, "AB" is the respective  account balance at the relevant time,
"D" is the amount of the  distribution,  and "R" is the ratio of the  respective
account  balance at the relevant time to the  respective  account  balance after
distribution.

     5.21 DISTRIBUTION OF PROPERTY:  The determination to pay all or a part of a
lump sum in property shall be made by the  Administrator  in its sole discretion
applied in a  non-discriminatory  manner that does not  discriminate in favor of
Highly Compensated Employees; except that if this is an amended or restated Plan
the payee  shall have the right to elect a full or partial  distribution  within
the period  described  in Section  5.22 in property if the Plan as in effect one
day prior to this amendment or restatement provided for a property  distribution
at the payee's option.

     5.22  ELIMINATION  OF OPTIONAL  FORMS OF PAYMENT:  The optional  form(s) of
distribution  which are  described  in  Section  5.1(b),  5.3(b)  and 5.4(b) are
intended to satisfy the requirements of regulation section 1.411(d)-4, Q&A-2(e).
Accordingly,  the optional form(s) of distribution  which are described  therein
are intended to be the only optional  form(s) of  distribution  permitted  under
this Plan; and,  subject to Section 9.1, any other optional form of distribution
which was permitted by the

                                      13-4

<PAGE>

Plan  as of  one  day  prior  to  the  amendment  or  restatement  date  is
eliminated.



















                                      14-4

<PAGE>

                                    ARTICLE 6
                             CODE Section 415 LIMITATIONS

     6.1 MAXIMUM ANNUAL  ADDITION:  The maximum  Annual  Addition (as defined in
paragraph (c) below) made to a Participant's  various accounts  maintained under
the Plan for any  Limitation  Year  beginning  after  December 31, 1986 will not
exceed the lesser of the Dollar  Limitation  set forth in Section  6.1(a) or the
Compensation Limitation set forth in Section 6.1(b), as follows:

     (a) Dollar Limitation: The Dollar Limitation is $30,000, as adjusted by the
Secretary of the Treasury in accordance with Code section 415(d).

     (b) Compensation Limitation: The Compensation Limitation is an amount equal
to 25% of the  Participant's  Section 415  Compensation for the Limitation Year.
However,  this  limitation will not apply to any  contribution  made for medical
benefits  within the meaning of Code section  401(h) or Code section  419A(f)(2)
after  separation from service which is otherwise  treated as an Annual Addition
under Code section 415(l)(1) or Code section 419A(d)(2).

     (c)  Annual  Additions:  The term  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;  (3) Forfeitures;  (4)
amounts allocated,  after March 31, 1984, to an individual  medical account,  as
defined in Code  section  415(l)(2),  which is part of a pension or annuity plan
maintained by the Employer;  and (5) amounts derived from  contributions paid or
accrued after  December 31, 1985, in taxable years ending after such date,  that
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  fund,  as defined in Code section  419(e),  maintained by the Employer.
Notwithstanding the foregoing,  a Participant's  Annual Additions do not include
his or her rollovers, loan repayments, repayments of prior Plan distributions or
prior   distributions   of   mandatory   contributions,   direct   transfers  of
contributions  from another  plan to this Plan,  deductible  contributions  to a
simplified employee pension plan, or voluntary deductible contributions.

     6.2 ADJUSTMENTS TO MAXIMUM ANNUAL  ADDITION:  In applying the limitation on
Annual  Additions  set forth in Section 6.1, the following  adjustments  must be
made:

     (a) Short Limitation Year: In a Limitation Year of less than 12 months, the
Defined  Contribution  Dollar  Limitation  in Section  6.1 will be  adjusted  by
multiplying  it by the ratio that the  number of months in the short  Limitation
Year bears to 12.

     (b) Plans With Different  Anniversary Dates: If a Participant  participates
in multiple  defined  contribution  plans  sponsored by the Employer  which have
different  Anniversary  Dates,  the maximum Annual Addition in this Plan for the
Limitation  Year  will  be  reduced  by the  Annual  Additions  credited  to the
Participant's  accounts  in  the  other  defined  contribution  plans  for  such
Limitation Year unless elected  otherwise by the Sponsoring  Employer in Section
6.3 of the Adoption Agreement.

     (c) Plans With The Same Anniversary Date: If a Participant  participates in
multiple  defined  contribution  plans  sponsored by the Employer which have the
same  Anniversary  Date,  then (1) if only one of the plans is  subject  to Code
section  412,  Annual  Additions  will first be  credited  to the  Participant's
accounts in the plan  subject;  and (2) if none of the plans are subject to Code
section 412,  the maximum  Annual  Addition in this Plan for a given  Limitation
Year will either:

     (1) equal the product of the maximum  Annual  Addition for such  Limitation
Year minus any other Annual Additions  previously  credited to the Participant's
account,  multiplied  by the ratio  that the  Annual  Additions  which  would be
credited to a Participant's accounts hereunder without regard to the limitations
in Section 6.1 bears to the Annual  Additions  for all plans  described  in this
paragraph, or

     (2) be  reduced  by the  Annual  Additions  credited  to the  Participant's
accounts in the other defined contribution plans for such Limitation Year, or

     (3) be reduced as elected  otherwise by the Sponsoring  Employer in Section
6.3 of the Adoption Agreement.

6.3      MULTIPLE PLANS AND EMPLOYERS: All defined benefit plans (whether
         terminated or not) of the Employer will be treated as one defined
         benefit plan, and all defined contribution plans (whether terminated or
         not) of the Employer will be

                                      1-4


<PAGE>

treated as one defined  contribution  plan.  In  addition,  all  Affiliated
Employers will be considered a single Employer.

     6.4 MULTIPLE PLAN  REDUCTION:  For Plan Years  beginning  before January 1,
2000,   if  an  Employee  is  or  has  been  a   Participant   in  one  or  more
Employer-sponsored  defined benefit plans and in one or more  Employer-sponsored
defined contribution plans, the sum of the defined benefit plan fraction and the
defined  contribution  plan fraction for any Limitation Year may not exceed 1.0,
determined in accordance with the following:

     (a) Defined Benefit  Fraction:  The Defined Benefit  Fraction is a fraction
which  has  as  its  numerator  the  Participant's   Projected  Annual  Benefits
determined  as of  the  close  of  the  Limitation  Year  and  which  has as its
denominator the lesser of 125% of the dollar  limitation for the Limitation Year
determined  under Code section 415(b) and section 415(d),  or 140% of the amount
which  may be taken  into  account  under  Code  section  415(b)(1)(B)  for such
Limitation Year. Notwithstanding the foregoing, with respect to anyone who was a
Participant as of the first day of the first Limitation Year  begi00nning  after
December  31, 1986,  in one or more  defined  benefit  plans  maintained  by the
Employer which were in existence on May 6, 1986, the  denominator of the defined
benefit fraction will not be less than 125% of the Current Accrued Benefit.

     (b)  Definitions:  As used in paragraph (a) above,  (1) the term  Projected
Annual  Benefits means the annual  benefits  payable to a Participant  under all
defined benefit plans (whether  terminated or not) of the Employer as determined
under income tax  regulation  1.415-7(b)(3);  and (2) the term  Current  Accrued
Benefit means a  Participant's  accrued  benefit  under a defined  benefit plan,
determined as if the  Participant  had separated from service as of the close of
the last Limitation Year beginning  before January 1, 1987, when expressed as an
annual  benefit within the meaning of Code section  415(b)(2).  In determining a
Participant's  Current Accrued  Benefit,  the  Administrator  will disregard any
changes in the terms and  conditions of the Plan after May 5, 1986, and any cost
of living  adjustment  occurring  after May 5, 1986. The Current Accrued Benefit
will only be used as set forth above if the defined  benefit plans  individually
and in the  aggregate  satisfied  the  requirements  of Code section 415 for all
Limitation Years beginning before January 1, 1987.

     (c) Defined Contribution  Fraction:  The Defined Contribution Fraction is a
fraction  the  numerator  of which  is the sum of the  Annual  Additions  to the
Participant's   Account  under  all  the  defined  contribution  plans  (whether
terminated or not)  maintained by the Employer for the current  Limitation  Year
and all prior Limitation  Years (including the Annual Additions  attributable to
the  Participant's  non-deductible  contributions  to  all  Employer  maintained
defined  benefit  plans,  whether  terminated  or not, and the Annual  Additions
attributable  to all welfare  benefit funds,  as defined in Code section 419(e),
and individual medical accounts, as defined in Code section 415(l)(2) maintained
by the  Employer),  and the  denominator  of  which  is the  sum of the  maximum
aggregate amounts for the current Limitation Year and all prior Limitation Years
the  Employee  was  employed by the  Employer  (regardless  of whether a defined
contribution  plan was  maintained  by the  Employer).  The maximum  permissible
aggregate  amount in any Limitation Year is the lesser of (1) 125% of the dollar
limitation  in effect in Code  section  415(c)(1)(A)  for such  Limitation  Year
determined  without regard to Code section 415(c)(6) and adjusted per regulation
1.415-7(d)(1)  and Notice  83-10,  or (2) 35% of the  Participant's  Section 415
Compensation.

     (d) Transition  Rule For  Denominator:  For defined  contribution  plans in
effect on or before July 1, 1982, the Administrator may elect for any Limitation
Year ending after December 31, 1982 that the denominator  will be the product of
the denominator for the Limitation Year ending in 1982 determined  under the law
in effect for such Limitation Year, multiplied by the Transition Fraction, which
is a fraction which has as its numerator the lesser of $51,875 or 1.4 multiplied
by 25% of the Participant's Section 415 Compensation for the Plan Year ending in
1981,  and which has as its  denominator  the  lesser of  $41,500  or 25% of the
Participant's  Section 415 Compensation for the Plan Year ending in 1981. In any
Top  Heavy  Limitation  Year,   $41,500  will  be  substituted  for  $51,875  in
determining the Transition Fraction unless the Extra Minimum Allocation is being
provided in Section 3.5. In a Super Top Heavy Plan Year,  $41,500 will always be
substituted for $51,875.

     (e) Adjustment Of Fraction:  If an Employee was a Participant as of the end
of the first day of the first  Limitation Year beginning after December 31, 1986
in one or more defined  contribution plans maintained by the Employer which were
in existence on May 6, 1986, the numerator of the defined contribution  fraction
will be  adjusted  if the  sum of such  defined  contribution  fraction  and the
defined  benefit  fraction  would  otherwise  exceed 1.0 under the terms of this
Plan. Under the adjustment,  an amount equal to the product of the excess of the
sum of the defined benefit fraction and the defined  contribution  fraction over
1.0 multiplied by the denominator of the defined  contribution  fraction will be
permanently  6-3  subtracted  from the  numerator  of the  defined  contribution
fraction. The adjustment will be calculated using the fractions as they would be
computed as of the end of the last Limitation  Year beginning  before January 1,
1987,  disregarding  any  changes in the terms and  conditions  of the Plan made
after May 5, 1986, but using the Codes

                                      2-4

<PAGE>

415  limitation  applicable to the first  Limitation Year beginning on or
after January 1, 1987.

     (f) Top Heavy  Adjustments  To  Multiple  Plan  Fraction:  In any Top Heavy
Limitation  Year,  100%  will  be  substituted  for  125% in  paragraph  (a) and
paragraph (c) above unless (1) a 7.5%  allocation  is being  provided to Non-Key
Employees  in Section  3.5 or (2) a Non-Key  Employee is being  provided  with a
retirement  benefit  under a  defined  benefit  plan  that is equal to 3% of his
average  monthly  Section  415  Compensation.  However,  in any  Super Top Heavy
Limitation  Year,  100% will be substituted  for 125% in any event.  If the 100%
limitation is exceeded for any Participant in any Limitation  Year, then (1) the
Participant's accrued benefit in the defined benefit plan will not be increased;
(2) no Annual Additions may be credited to the Participant's accounts under this
Plan; and (3) the Participant may not make any contributions,  whether voluntary
or mandatory, to this Plan or any other Employer sponsored qualified plan.

6.5      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS: If an allocation of
         Forfeitures or an error in calculating a Participant's Compensation
         causes the Annual Additions allocated to such Participant's Account to
         exceed the maximum set forth in Section 6.1, such Participant's Account
         will be adjusted as follows in order to reduce such excess:

     (a)  Return  Of  Elective  Deferrals  And  Employee  Contributions:  First,
Voluntary  Employee  Contributions,  if any, and second,  the amount of elective
deferrals and  corresponding  Employer  matching  contributions,  if any, to the
extent  that they would  reduce  the excess  amount,  will be  calculated.  Such
elective  deferrals  and  Voluntary  Employee  Contributions  plus  attributable
earnings, will be returned to the Participant..

     (b) Reallocation In The Current Year: After the return of contributions and
the  distribution  of earnings  specified in paragraph  (a) have been made,  and
prior  to the  creation  of a  Section  415  Suspense  Account  as set  forth in
paragraph (c) below,  any excess will be reallocated in accordance  with Section
3.3 to all Participants who have not yet attained their maximum Annual Addition.
If  necessary,   the  Administrator  will  repeat  the  reallocation  until  all
Participants have reached their maximum Annual Addition.

     (c) Remaining  Excess: If an excess amount still remains in a Participant's
Account,  then (1) if the  Participant is employed by the Employer at the end of
the Limitation Year, the  Administrator  will hold the excess in the Section 415
Suspense  Account and use it to reduce  Employer  contributions  (including  any
allocation of  Forfeitures)  for the next  Limitation  Year (and each succeeding
Limitation Year if necessary) for the Participant; and (2) if the Participant is
not employed by the Employer at the end of a Limitation Year, the excess may not
be distributed to the  Participant  but will be held  unallocated in the Section
415 Suspense  Account and will be used to reduce future  Employer  contributions
(including the allocation of Forfeitures) for all remaining  Participants in the
next Limitation Year and each succeeding Limitation Year if necessary.

     (d) Earnings, Losses And Reallocation:  If the Section 415 Suspense Account
is in existence at any time during a Limitation  Year  pursuant to this Section,
it will not share in the allocation of the earnings or losses of the Trust Fund.
If the  Section  415  Suspense  Account  is in  existence  at any time  during a
particular  Limitation  Year,  all amounts in such account must be allocated and
reallocated to Participants'  Accounts before any Employer  contributions or any
Employee  contributions may be made to the Plan for that Limitation Year. Excess
amounts  in  the  Section  415  Suspense  Account  may  not  be  distributed  to
Participants or former Participants.





                                      3-4

<PAGE>


                                   ARTICLE 7
                            DUTIES OF THE TRUSTEE

     7.1 APPOINTMENT,  RESIGNATION,  REMOVAL AND SUCCESSION: This Plan will have
one or  more  individual  Trustees,  a  corporate  Trustee,  or any  combination
thereof, appointed as follows:

     (a)  Appointment  Of  Trustee:  Each  Trustee  will  be  appointed  by  the
Sponsoring  Employer and will serve until its  successor has been named or until
such Trustee's resignation,  death,  incapacity,  or removal, in which event the
Sponsoring Employer will name a successor Trustee. The term Trustee will include
the original and any successor Trustees.

     (b)  Resignation Of Trustee:  A Trustee may resign at any time by giving 30
days written notice in advance to the Sponsoring Employer, unless such notice is
waived by the Sponsoring Employer.  The Sponsoring Employer may remove a Trustee
by giving such  Trustee 30 days written  notice in advance.  Such removal may be
with or without cause.

     (c) Successor Trustee:  Each successor Trustee will succeed to the title to
the Trust by  accepting  his  appointment  in writing and by filing such written
acceptance  with the former  Trustee  and the  Sponsoring  Employer.  The former
Trustee, upon receipt of such acceptance, will execute all documents and perform
all acts  necessary to vest the Trust  Fund's  title of record in any  successor
Trustee.  No successor  Trustee will be personally liable for any act or failure
to act of any predecessor Trustee.

     (d) Merger Of Corporate Trustee: If any corporate Trustee,  before or after
qualification,   changes  its  name,   consolidates   or  merges  with   another
corporation, or otherwise reorganizes,  any resulting corporation which succeeds
to the  fiduciary  business of such Trustee  will become a Trustee  hereunder in
lieu of such corporate Trustee.

     7.2 INVESTMENT  ALTERNATIVES OF THE TRUSTEE: The Trustees will implement an
investment program based on the Sponsoring  Employer's investment objectives and
the Employee Retirement Income Security Act of 1974. In addition to powers given
by law, the Trustees may:

     (a)  Property:  Invest  the Trust Fund in any form of  property,  including
common and preferred stocks,  exchange covered call options, bonds, money market
instruments,  mutual funds, savings accounts,  certificates of deposit, Treasury
bills,  insurance  policies and  contracts,  or in any other  property,  real or
personal, foreign or domestic, having a ready market including securities issued
by an institutional  Trustee and/or affiliate of the institutional  Trustee.  An
institutional Trustee may invest in its own deposits provided such deposits bear
a reasonable  interest rate. The Trustee may retain,  manage,  operate,  repair,
improve and  mortgage  or lease for any period on such terms as it deems  proper
any real estate or personal property held by the Trustee, including the power to
demolish any building or other  improvements  in whole or part.  The Trustee may
erect buildings or other  improvements,  make leases that extend beyond the term
of this Trust,  and  foreclose,  extend,  renew,  assign,  release or  partially
release and discharge mortgages or other liens.

     (b) Pooled  Funds:  The any assets to a  collective  trust  established  to
permit the  pooling  of funds of  separate  pension  and  profit-sharing  trusts
provided  the Internal  Revenue  Service has ruled such  collective  trust to be
qualified under Code section 401(a) and exempt under Code section 501(a) (or the
applicable  corresponding  provision  of any other  Revenue Act) or to any other
common,  collective, or commingled trust fund which has been or may hereafter be
established and maintained by the Trustee and/or  affiliates of an institutional
Trustee. Commingling of assets of the Fund with assets of other qualified trusts
is  specifically  authorized,  and to the extent of the  investment of the Trust
Fund  in  such a  group  or  collective  trust,  the  terms  of  the  instrument
establishing  the group or collective  trust will be a part hereof as though set
forth herein.

     (c)  Employer  Stock:  The  Trustee may invest the Trust Fund in the common
stock, debt  obligations,  or any other security issued by the Employer or by an
affiliate of the Employer  within the  limitations  provided under Sections 406,
407,  and 408 of ERISA  provided  that such  investment  does not  constitute  a
prohibited transaction under Code section 4975. Any such investment will only be
made upon written  direction of the Employer who will be solely  responsible for
the propriety of such investment.

     (d) Cash Reserves: The Trustee may retain in cash as much of the Trust Fund
as the Trustee may deem advisable to satisfy the liquidity needs of the Plan and
to deposit any cash held in the Trust Fund in a bank account without liability

                                      1-4

<PAGE>

for the highest rate of interest available. If a bank is acting as Trustee,
such Trustee is  specifically  given authority to invest in deposits of 7-2 such
Trustee. The Trustee may also hold cash un-invested at any time and from time to
time and in such amount or to such extent as the Trustee deems prudent,  and the
Trustee will not be liable for any losses which may be incurred as the result of
the failure to invest same, except to the extent provided herein or in ERISA.

     (e)  Reorganizations,  Recapitalizations,  Etc:  The Trustee may join in or
oppose the reorganization,  recapitalization,  consolidation,  sale or merger of
corporations or properties, upon such terms as the Trustee deems wise.

     (f)  Registration  of  Securities:  The Trustee may cause any securities or
other  property to be registered in the Trustee's own name or in the name of the
Trustee's nominee or nominees,  and may hold any investments in bearer form, but
the records of the Trustee will at all times show all such  investments  as part
of the Trust Fund.

     (g) Proxies:  The Trustee may vote proxies and if appropriate  pass them on
to any  investment  manager which may have directed the investment in the equity
giving rise to the proxy.

     (h) Ownership  Rights:  The Trustee may exercise all ownership  rights with
respect to any assets held in the Trust Fund. (i) Other Investments: The Trustee
may  accept  and  retain  for  such  time as the  Trustee  deems  advisable  any
securities  or other  property  received or acquired as Trustee,  whether or not
such   securities  or  property  would  normally  be  purchased  as  investments
hereunder.

     (j) Loans To The Trust:  The Trustee may borrow or raise money for purposes
of the Plan in such amounts, and upon such terms and conditions,  as the Trustee
deems advisable; and for any sum so borrowed, the Trustee may issue a promissory
note as Trustee,  and secure repayment of the loan by pledging all, or any part,
of the Trust Fund as collateral.  No person lending money to the Trustee will be
bound  to see to the  application  of the  money  lent or to  inquire  into  the
validity or propriety of any borrowing.

     (k)  Agreements  With  Banks:  The  Trustee  may  with the  consent  of the
Sponsoring  Employer  and  upon  such  terms as they in  their  discretion  deem
necessary,  enter into an agreement  with a bank or trust company  providing for
(a) the deposit of all or part of the funds and  property of the Trust with such
bank or trust company,  (b) the appointment of such bank or trust company as the
agent or custodian of the Trustees for investment purposes, with such discretion
in investing  and  reinvesting  the funds of the Trust as the  Trustees  deem it
necessary or desirable to delegate.

     (l) Litigation:  The Trustee may begin,  maintain, or defend any litigation
necessary in connection  with the  administration  of the Plan,  except that the
Trustee  will not be  obliged or  required  to do so unless  indemnified  to its
satisfaction.

     (m) Claims, Debts or Damages: The Trustee may settle, compromise, or submit
to arbitration any claims, debts, or damages due or owing to or from the Plan.

     (n)  Miscellaneous:  The Trustee may do all such acts and exercise all such
rights,  although  not  specifically  mentioned  herein,  as the  Trustee  deems
necessary  to carry  out the  purposes  of the  Plan.  The  Trustee  will not be
restricted to securities or other property of the character expressly authorized
by applicable law for trust  investments,  subject to the  requirement  that the
Trustee  discharge his duties with the care,  skill,  prudence,  and  diligence,
under the  circumstances  then  prevailing,  that a prudent man acting in a like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise  of similar  character  and with  similar  aims by  diversifying  the
investments to minimize the risks of large losses unless under the circumstances
it is clearly prudent not to do so.

     7.3  VALUATION OF TRUST:  The Trustee will  determine  the net worth of the
Trust Fund on the Valuation Date(s). The value of marketable investments will be
determined using the most recent price quoted on a national  securities exchange
or  over-the-counter  market.  The value of  non-marketable  investments will be
determined  periodically either (a) by an independent  third-party  appraiser if
requested by the Trustee or as required by law,  and the  Trustees  will have no
responsibility  for the  valuation  of such  assets;  or (b) if no  appraisal is
required or otherwise performed, in the sole judgement of the Trustee. The value
of securities or obligations of the Employer in which there is no market will be
determined in the sole judgement of the Employer,  and the Trustees will have no
responsibility with respect to such valuation.

     7.4  COMPENSATION  AND EXPENSES:  The Trustee will be reimbursed for all of
its expenses,  either from the Trust Fund or from the Employer, and will be paid
reasonable  compensation  as agreed  upon from time to time with the  Sponsoring
Employer;  but no person  who  receives  full-time  pay from the  Employer  will
receive any fees for  services to the Plan as

                                      2-4

<PAGE>

Trustee or in any other  capacity.  Expenses  will be paid by each Adopting
Employer in the ratio that each Adopting Employer's Participants' Accounts bears
to the total of all the Participants' Accounts maintained by this Plan.

     7.5 PAYMENTS  FROM THE TRUST FUND:  The Trustee will pay Plan  benefits and
other payments as the  Administrator  directs,  and except as provided by ERISA,
the Trustee will not be  responsible  for the  propriety of such  payments.  Any
payment  made to a  Participant,  or a  Participant's  legal  representative  or
Beneficiary in accordance with the terms of the Plan will, to the extent of such
payment,  be in full  satisfaction of all claims arising against the Trust,  the
Trustee, the Employer,  and the Administrator.  Any payment or distribution made
from the Trust is contingent  on the  recipient  executing a receipt and release
acceptable to the Trustee, Administrator, or Employer.

     7.6  PAYMENT OF TAXES:  The  Trustee  will pay all taxes of the Trust Fund,
including  property,  income,  transfer  and other  taxes which may be levied or
assessed  upon or in  respect  of the  Trust  Fund  or any  money,  property  or
securities  forming a part of the Trust  Fund.  The Trustee  may  withhold  from
distributions  to any payee such sum as the Trustee may  reasonably  estimate as
necessary to cover  federal and state taxes for which the Trustee may be liable,
which are, or may be, assessed with regard to the amount  distributable  to such
payee.  Prior to making any payment,  the Trustee may require  such  releases or
other documents from any lawful taxing  authority and may require such indemnity
from any payee or distributee as the Trustee deems necessary.

     7.7 ACCOUNTS,  RECORDS AND REPORTS:  The Trustee will keep accurate records
reflecting  its  administration  of the Trust  Fund and will  make such  records
available to the Sponsoring  Employer for review and audit. Within 90 days after
each Plan Year, and within 90 days after its removal or resignation, the Trustee
will file with the Sponsoring  Employer an accounting of its  administration  of
the Trust Fund  during such year or from the end of the  preceding  Plan Year to
the date of removal or resignation.  Such accounting will include a statement of
cash receipts and  disbursements  since the date of its last accounting and will
contain an asset list showing the fair market value of  investments  held in the
Trust Fund as of the end of the Plan Year as  determined  under Section 7.3. The
Sponsoring  Employer will review the  accounting  and will notify the Trustee in
the event of its disapproval of the report within 90 days, providing the Trustee
with a written  description of the items in question.  The Trustees will have 60
days to provide the Sponsoring  Employer with a written explanation of the items
in question.  If the Sponsoring  Employer again  disapproves of the report,  the
Trustee will file its accounting in a court of competent  jurisdiction for audit
and adjudication.

     7.8  EMPLOYMENT OF AGENTS AND COUNSEL:  The Trustee may employ such agents,
counsel,  consultants,  or service  companies as it deems  necessary and may pay
their reasonable  expenses and compensation.  The Trustee will not be liable for
any action taken or omitted by the Trustee in good faith  pursuant to the advice
of such agents and counsel.  Any agent,  counsel,  consultant,  service  company
and/or its successors will exercise no discretionary  authority over investments
or the  disposition  of Trust  assets,  and their  services  and duties  will be
ministerial  only and will be to provide the Plan with those things  required by
law or by the terms of the Plan  without  in any way  exercising  any  fiduciary
authority  or  responsibility  under  the  Plan.  The  duties  of a third  party
administrator  will be to safe-keep the individual  records for all Participants
and to prepare all required  actuarial  services and disclosure  forms under the
supervision  of  the  Administrator  and  any  Fiduciaries  of the  Plan.  It is
expressly  stated  that  the  third  party  administrator's  services  are  only
ministerial  in nature and that  under no  circumstances  will such third  party
administrator   exercise  any  discretionary   authority  whatsoever  over  Plan
Participants, Plan investments, or Plan benefits.


     7.9 DIVISION OF DUTIES AND INDEMNIFICATION:  The division of duties and the
indemnification  of the Trustees of this Plan will be governed by the  following
provisions:

     (a) No Guarantee  Against  Loss:  The Trustees  will have the authority and
discretion  to  manage  and  control  the Fund to the  extent  provided  in this
instrument,  but do not guarantee the Fund in any manner against investment loss
or  depreciation  in asset value,  or guarantee the adequacy of the Fund to meet
and discharge all or any liabilities of the Plan. Furthermore, the Trustees will
not  be  liable  for  the  making,  retention  or  sale  of  any  investment  or
reinvestment made by it, as herein provided, or for any loss to or diminution of
the Fund, or for any other loss or damage which may result from the discharge of
its duties hereunder,  except to the extent it is judicially determined that the
Trustees have failed to exercise the care,  skill,  prudence and diligence under
the  circumstances  then  prevailing  that a  prudent  person  acting  in a like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of a like character and like aims.

     (b)  Representations Of The Sponsoring  Employer:  The Sponsoring  Employer
warrants  that  all  directions  issued  to  the  Trustees  by  it or  the  Plan
Administrator  will be in accordance with the terms of the Plan and not contrary
to the  provisions of the Employee  Retirement  Income  Security Act of 1974 and
regulations issued thereunder.

                                      3-4

<PAGE>

     (c)  Directions  By Others:  The Trustees  will not be  answerable  for any
action taken pursuant to any direction,  consent, certificate, or other paper or
document on the belief that the same is genuine and signed by the proper person.
All  directions  by  the  Sponsoring   Employer,   a  Participant  or  the  Plan
Administrator  will be in writing.  The Plan  Administrator  will deliver to the
Trustees certificates evidencing the individual or individuals authorized to act
as the  Administrator  and  will  deliver  to the  Trustees  specimens  of their
signatures.

     (d) Duties And Obligations  Limited By The Plan: The duties and obligations
of the Trustees will be limited to those expressly  imposed upon it by this Plan
or subsequently  agreed upon by the parties.  Responsibility  for administrative
duties  required under the Plan or applicable law not expressly  imposed upon or
agreed to by the  Trustees,  will rest solely with the  Sponsoring  Employer and
with the Administrator.

     (e) Indemnification Of Trustees: The Trustees will be indemnified and saved
harmless by the  Sponsoring  Employer  from and against any and all liability to
which the Trustees may be subjected,  including all expenses reasonably incurred
in its defense,  for any action or failure to act resulting from compliance with
the  instructions  of the  Sponsoring  Employer,  the employees or agents of the
Sponsoring Employer, the Administrator,  or any other Fiduciary to the Plan, and
for any liability  arising from the actions or  non-actions  of any  predecessor
Trustees or Fiduciary or other Fiduciaries of the Plan.

     (f) Trustees Not Responsible For Application Of Payments: The Trustees will
not be responsible in any way for the application of any payments it is directed
to make or for the  adequacy  of the  Fund  to meet  and  discharge  any and all
liabilities under the Plan.

     (g) Multiple  Trustees:  If more than one Trustee has been appointed by the
Sponsoring Employer,  either (1) or (2) following shall apply, as elected by the
Sponsoring Employer in Section 9.3 of the Adoption Agreement:

     (1) any single  Trustee may act  independently  in  undertaking  any act or
transaction on behalf of the Trust unless the Trustees have agreed by a majority
of their number that a particular action must be approved by a majority of their
number before it can be undertaken, or

     (2) all acts or transactions taken on behalf of the Trust can only be taken
with the consent of a majority of the Trustees  unless the Trustees  have agreed
by a majority of their number that a particular act or transaction  can be taken
or approved by a single Trustee.

     (h)  Limitation Of Liability:  No Trustee will be liable for the act of any
other Trustee or Fiduciary unless the Trustee has knowledge of such act.

     (i)  Trustees  As  Participants  Or  Beneficiaries:  Trustees  will  not be
prevented  from  receiving  any  benefits  to  which  they  may be  entitled  as
Participants or  Beneficiaries in the Plan, so long as the benefits are computed
and paid on a basis which is consistent with the terms of the Plan as applied to
all other Participants and Beneficiaries.

     (j) No Self-Dealing:  The Trustees will not (1) deal with the assets of the
Trust  Fund in  their  own  interest  or for  their  own  account;  (2) in their
individual or in any other capacity,  act in any transaction involving the Trust
Fund on behalf of a party (or represent a party) whose  interests are adverse to
the interests of the Plan, or its Participants or Beneficiaries;  or (3) receive
any  consideration  for their own personal  accounts from any party dealing with
the Plan in connection  with a transaction  involving  assets of the Trust Fund.

     7.10  APPOINTMENT  OF  INVESTMENT  MANAGER:  The  Trustee  may  appoint  an
Investment Manager to manage and control the investment of all or any portion of
the Trust Fund.  Each  Investment  Manager  will be either be (a) an  investment
advisor  registered  under the  Investment  Advisors Act of 1940;  (b) a bank as
defined in that Act; or (c) an insurance company qualified to manage, acquire or
dispose  of any asset of the Trust  under  the laws of more than one  state.  An
Investment  Manager  will  acknowledge  in writing that it is a Fiduciary of the
Plan. The Trustee will enter into an agreement  with the Investment  Manager 7-5
specifying the duties and  compensation  of the  Investment  Manager and further
specifying  any other terms and conditions  under which the  Investment  will be
retained.  The  Trustee  will  not be  liable  for  any  act or  omission  of an
Investment  Manager,  and will not be  liable  for  following  the  advice of an
Investment  Manager with  respect to any duties  delegated by the Trustee to the
Investment Manager.  The Trustee will have the power to determine the portion of
the Plan's  assets to be  invested  by a  designated  Investment  Manager and to
establish  investment  objectives and  guidelines for the Investment  Manager to
follow.

                                      4-4

<PAGE>

     7.11  ASSIGNMENT  AND  ALIENATION  OF BENEFITS:  Except as may otherwise be
permitted  under Code section  401(a)(13)(C),  or as may  otherwise be permitted
under a Qualified Domestic Relations Order as provided in Section 8.6, or as may
otherwise be permitted under Section 7.14 relating to loans to Participants,  no
right or claim to, or interest  in, any part of the Trust  Fund,  or any payment
therefrom,  will be  assignable,  transferable,  or subject  to sale,  mortgage,
pledge,  hypothecation,   commutation,  anticipation,  garnishment,  attachment,
execution,  or levy of any kind, and the Trustees will not recognize any attempt
to assign, transfer, sell, mortgage, pledge, hypothecate, commute, or anticipate
the same, except to the extent required by law.

     7.12 EXCLUSIVE BENEFIT RULE: All  contributions  made by the Employer or an
Affiliated  Employer to the Trust Fund will be used for the exclusive benefit of
the  Participants  who are Employees of the Employer or Affiliated  Employer and
for  their  Beneficiaries  and will not be used for nor  diverted  to any  other
purpose  except  the  payment  of  the  costs  of  maintaining   the  Plan.  All
contributions  made by an Adopting  Employer who is not an  Affiliated  Employer
will be used for the exclusive  benefit of the Participants who are Employees of
the Adopting  Employer and for their  Beneficiaries and will not be used for nor
diverted  to any other  purpose  except the payment of the  Adopting  Employers'
proportionate costs of maintaining the Plan pursuant to Section 7.4.

7.13  INSURANCE:  If elected by the  Sponsoring  Employer  in Section 7.2 of the
Adoption Agreement,  the Trustee may purchase key man insurance and/or insurance
Policies on the lives of the  Participants  in accordance with the provisions of
this Section,  provided that except in a fiduciary  capacity,  no Trustee who is
also a Participant may exercise any ownership  rights with respect to any Policy
insuring the life of such Trustee in his or her capacity as a  Participant:

     (a) Key Man Insurance:  The Trustee, with the consent of the Administrator,
may purchase  Policies on the life of any Participant whose employment is deemed
to be key to the Employer's  financial success.  Such key man insurance Policies
will be deemed to be an  investment of the Trust Fund and will be payable to the
Trust Fund as the  beneficiary  thereof.  The Trustee may  exercise  any and all
rights granted under such Policies.

     (b) Insurance On Participants: At the direction of the Administrator or the
Participant in accordance with the Sponsoring Employer's election in Section 7.2
of the Adoption  Agreement,  the Trustee will purchase insurance Policies on the
life of the  Participant,  provided  that  (1) the  aggregate  premiums  paid on
ordinary  life  insurance  Policies  must be less than 50% of the  Participant's
Account  balance;  (2) the aggregate  premiums paid on term insurance  Policies,
universal life insurance Policies, and all other Policies which are not ordinary
life  insurance  Policies  must be less  than 25% of the  Participant's  Account
balance;  and (3) the sum of one-half  of the  premiums  paid on  ordinary  life
insurance  Policies and the total of all other life  insurance  premiums  cannot
exceed 25% of the Participant's  Account balance.  However,  notwithstanding the
foregoing,  100% of that portion of a  Participant's  Account  balance which has
accumulated  for at least 2 consecutive  years may be used to pay life insurance
premiums.  All life insurance Policies will be vested exclusively in the Trustee
and will be payable to the Trustee,  subject to the rights of the  Beneficiaries
hereunder.  The proceeds of any Policy payable because of a Participant's  death
will be added to the Participant's Account. An ordinary life insurance Policy is
an  insurance  policy  that has a  non-decreasing  death  benefit and also has a
non-increasing premium.

     (c) Payment Of Premiums:  If Employer  contributions  are inadequate to pay
all premiums on insurance  Policies,  the Trustees  may, at the direction of the
Plan Administrator, utilize other amounts remaining in the Trust Fund to pay the
premiums,  allow the Policies to lapse,  reduce the Policies to a level at which
they may be  maintained,  or borrow  against the Policies on a prorated basis if
borrowing  does not  discriminate  in favor of  Policies  issued on the lives of
officers, Shareholder- Employees and/or Highly Compensated Employees.

     (d) Payment Of Premiums From Loans:  The Trustees may pay premiums when due
from the loan  values of the  Policies  themselves  if (1) any such loan is made
against all of the Policies in proportion  to their  respective  cash  surrender
values,  and (2) all such loans are repaid in proportion  to the cash  surrender
value of such Policies.

     (e) Policy Dividends: Any insurer payments which are paid to the Trustee on
account of experience credits,  dividends, or surrender or cancellation credits,
will be applied by the Employer  within the current or next succeeding Plan Year
toward premiums due.

(f)  Disposition  Of Policies Upon  Termination:  If a Terminated  Participant's
Vested  Interest  equals or exceeds  the cash  surrender  value of any  Policies
issued on his life, the Trustee,  with the consent of both the Administrator and
the  Terminated  Participant,  will  transfer  such  Policies to the  Terminated
Participant,  together  with  any  restrictions  the  Administrator  may  impose
concerning the Terminated Participant's right to surrender, assign, or otherwise
realize  cash

                                      5-4

<PAGE>

on such Policies  prior to his Normal  Retirement  Date. If the  Terminated
Participant's Vested Interest in his Participant's Account is less than the cash
surrender values of such Policies,  the  Administrator may permit him to pay the
Trustee the sum required to make distribution equal to the value of the Policies
being  assigned or  transferred,  or the  Trustee may borrow the cash  surrender
values of the  Policies  from the insurer  and then  assign the  Policies to the
Terminated  Participant.  Under no  circumstances  shall the Trust (or custodial
account) retain any part of the insurance Policy proceeds.

     (g) Disposition Of Policies At Retirement:  When a Participant retires, the
Trustee,  at the  direction  of the  Administrator,  must,  with  respect to any
Policies  purchased on the life of such Participant  under paragraph (b), either
(1) transfer them to the Participant, (2) with the Participant's consent, borrow
their cash surrender values and transfer them to the Participant  subject to the
loan, or (3) surrender them for their cash surrender  values.  If options (2) or
(3) are elected,  the cash surrender  values will be added to the  Participant's
Account for distribution in accordance with Section 5.1.

     (h) Fiduciaries And Insurers Protected:  Neither the Trustee, the Employer,
the Administrator, nor any Fiduciary will be responsible for the validity of any
Policy or the failure of any  insurer to make  payments  thereunder,  or for the
action of any person which may delay payment or render a Policy void in whole or
in part.  No insurer  which  issues a Policy will be deemed a party to this Plan
for any purpose or to be responsible  for its validity;  nor will it be required
to look into the terms of the Plan nor to  question  any action of the  Trustee.
The  obligations of the insurer will be determined  solely by the Policy's terms
and any other written  agreements  between it and the Trustee.  The insurer will
act only at the written  direction of the Trustee,  and will be discharged  from
all liability  with respect to any amount paid to the Trustee.  The insurer will
not be  obligated  to see that any money paid by it to the  Trustee or any other
person is properly distributed or applied.

     (i)  Beneficiary  of Policies:  The  beneficiary  of the Policies  shall be
either the Trustee, in which event the death benefits thereunder will be payable
to  the  Participant's  Beneficiary;   or,  if  the  Administrator  permits  the
beneficiary of the Policies to be named by the  Participant,  the  Participant's
Beneficiary.  All Policy  death  benefits  and  proceeds  will be subject to the
provisions of Section 5.8 regarding the rights of a Participant's Spouse.

     (j) Conflict With Plan: If the provisions of any Policy purchased hereunder
conflict with the terms of this Plan, the Plan provisions shall control.

     7.14  LOANS TO  PARTICIPANTS:  If  elected by the  Sponsoring  Employer  in
Section 7.1 of the Adoption Agreement,  the Sponsoring Employer may permit loans
to  be  made  from  the  Trust  Fund  to  Participants  and  Beneficiaries  on a
non-discriminatory basis. Loan availability may be limited to financial hardship
situations in accordance with paragraph (g) below.

     If made available, a Participant or Beneficiary may make application to the
Administrator  requesting a loan. The Administrator  will have the sole right to
approve or disapprove the application provided that loans will be made available
to all  Participants  on a  reasonably  equivalent  basis.  All  loans  must  be
evidenced by a legally  enforceable  agreement  (which may include more than one
document)  set forth in writing or in such other form as may be  approved by the
Internal  Revenue  Service,  and the terms of such  agreement  must  specify the
amount and term of the loan, and the repayment schedule.  Loans will not be made
available to Highly  Compensated  Employees in an amount greater than the amount
made available to other  Employees,  and no loan will be made to or continued in
effect  for  a   Participant   who  is  or  becomes  an   Owner-Employee   or  a
Shareholder-Employee  except to the  extent  any such loan (1) is  treated  as a
prohibited  transaction if required under Code section 4975 or other  applicable
Code provision;  and (2) is secured with collateral other than the Participant's
Account. Loans will only made in accordance with the following:

     (a) Minimum Loan And Maximum Loan: No loan will be less than $1000 or, when
added to the  outstanding  balance of all other loans to the  Participant,  will
exceed  the  lesser  of (1)  $50,000  reduced  by the  excess,  if  any,  of the
Participant's  highest  outstanding  balance of loans  during the 1-year  period
ending on the day before the loan was made, over the  Participant's  outstanding
balance  of  loans  on the  day  the  loan  was  made;  or (2)  one-half  of the
Participant's Vested Aggregate Account.

     If elected  by the  Sponsoring  Employer  in  Section  7.1 of the  Adoption
Agreement,  notwithstanding the foregoing,  if a Participant's  Vested Aggregate
Account is $20,000 or less, the maximum loan may exceed the amount in (2) above,
but will not exceed the  lesser of $10,000 or 100% of the  Participant's  Vested
Aggregate Account,  provided adequate security is provided on the loan amount in
excess of that determined in (2) above.

                                      6-4

<PAGE>

     (b) Aggregation Of Loans:  For purposes of the limitations in paragraph (a)
above, all loans from all plans of the Employer and Affiliated Employers will be
aggregated.  An assignment or pledge of any portion of the Participant's  Vested
Aggregate Account balance, and a loan, pledge, or assignment with respect to any
insurance  contract  purchased  under the Plan,  will be treated as a loan under
this Section.

     (c) Loans Must Bear Reasonable  Interest:  Any loan granted  hereunder must
bear interest at a rate reasonable at the time of  application,  considering the
purpose of the loan and the rate  being  charged  by  representative  commercial
banks in the local area for a similar loan, unless the Administrator  sets forth
a different  method for  determining  loan interest rates in its loan procedures
such as using the prime rate or some other  rate  based on the prime  rate.  The
loan  agreement  will also provide for the payment of principal and interest not
less than quarterly.

     The  interest  earned by the Trust on any loan  granted  hereunder  will be
credited   either  (1)  to  the  Trust  Fund  rather  than  to  the   individual
Participant's   Account  or  (2)  if  the  Sponsoring   Employer  and  the  Plan
Administrator have elected to activate investment fund options per Section 7.15,
to the Participant's investment fund option from which it was withdrawn.

     (d) Loans Must Be Secured:  If a Participant's loan application is approved
by the  Administrator,  such  Participant  will be required to execute a note, a
loan  agreement  and an  assignment  of his or her Vested  Aggregate  Account as
collateral  for the loan.  If the forms of benefit as elected by the  Sponsoring
Employer in Section 5.4 of the Adoption  Agreement  include a lifetime  annuity,
the Participant must obtain the consent of his or her Spouse, if any, within the
90 day  period  before the  Participant's  Vested  Aggregate  Account is used as
security for the loan. A new consent is required if the Vested Aggregate Account
is used for any renegotiation, extension, renewal or other revision of the loan,
including any increase in the amount thereof. The consent must be written,  must
acknowledge  the effect of the loan, and must be witnessed by a notary public or
the  Administrator.  Such consent will thereafter be binding with respect to the
consenting Spouse or any subsequent  Spouse. If a valid spousal consent has been
obtained,  then notwithstanding any other provision of this Plan, the portion of
the  Participant's  Vested Aggregate Account used as a security interest held by
the Plan by reason of a loan  outstanding to the Participant  will be taken into
account in determining the amount of the Vested Aggregate Account payable at the
time of death or distribution, but only if the reduction is used as repayment of
the loan.  If less  than  100% of the  Participant's  Vested  Aggregate  Account
(determined  without  regard  to  the  preceding  sentence)  is  payable  to the
surviving  Spouse,  the  Vested  Aggregate  Account  will be  adjusted  by first
reducing it by the amount of the security  used as  repayment  of the loan,  and
then determining the benefit payable to the surviving Spouse.

     (e) Terms Of  Repayment:  The term of a loan will not exceed 5 years except
in the  case of a loan  for the  purpose  of  acquiring  any  house,  apartment,
condominium,  or mobile home (not used on a transient basis) which is used or is
to be  used  within  a  reasonable  time  as  the  principal  residence  of  the
Participant.  The  term  of a loan  will  be  determined  by  the  Administrator
considering the maturity dates quoted by representative  commercial banks in the
local area for a similar loan.  Notwithstanding  the foregoing,  however,  loans
made prior to January 1, 1987 which are used to acquire, construct,  reconstruct
or  substantially  rehabilitate  any  dwelling  unit which,  within a reasonable
period  of time is to be used  (determined  at the  time  the loan is made) as a
principal  residence of the  Participant or a member of his or her family within
the meaning of Code section 267(c)(4) may provide for periodic  repayment over a
reasonable  period of time that may  exceed 5 years.  Additionally,  loans  made
prior to January 1, 1987 may provide for periodic  payments  which are made less
frequently  than  quarterly  and  which  do  not  necessarily  result  in  level
amortization.  The  Administrator may allow a grace period for the making of any
required  installment payment, but any such period cannot extend beyond the last
day of the calendar quarter following the calendar quarter in which the required
installment was due.

     (f) Suspension Of Installment  Payments:  Loan installment  payments may be
suspended as permitted under Code section  414(u)(4).  Installment  payments may
also be suspended for a period not longer than one year in which the Participant
is on a leave of absence,  either  without pay from the Employer or at a rate of
pay (after income and employment tax  withholding)  that is less than the amount
of the installment payments required under the terms of the loan. However,  even
if payments  are  suspended  due to a leave of  absence,  the loan must still be
repaid by the latest date permitted under the original terms of the loan and the
payments  due after the leave ends (or, if earlier,  after the first year of the
leave)  must not be less than those  required  under the  original  terms of the
loan.

     (g) Loans  Limited To  Financial  Hardship:  If  elected by the  Sponsoring
Employer in Section 7.1 of the Adoption  Agreement,  loans can only be made to a
Participant who is suffering a financial  hardship,  which means the Participant
has an  immediate  and heavy  financial  need and lacks  available  resources to
satisfy that need. For

                                      7-4

<PAGE>

purposes  of this  Section,  the  following  are the only  financial  needs
considered  immediate and heavy: (1) medical expenses within the meaning of Code
section 213(d) that are incurred by the Participant, his Spouse or his children;
(2) the purchase  (excluding mortgage payments) of a principal residence for the
Participant; (3) payment of tuition and related educational fees for the next 12
months  of  post-secondary  education  for the  Participant,  his  Spouse or his
children;  or (4) the need to prevent the eviction of the  Participant  from his
principal residence or foreclosure on the mortgage of his principal residence.

     (h) Repayment Of Loan Before  Distribution Of Benefit: If a Participant has
received  a loan  from  the  Plan  and  the  Participant  or  the  Participant's
Beneficiary  is  entitled  to a payment  from the Trust Fund  before the loan is
repaid in full, the Trustee will offset at the time of  distribution  the unpaid
loan balance (including accrued interest) from the total amount otherwise due to
the  Participant or  Beneficiary.  If a valid spousal  consent has been obtained
pursuant to paragraph  (c),  then  notwithstanding  any other  provision of this
Plan,  the  portion of the  Participant's  Vested  Aggregate  Account  used as a
security  interest  for a loan  will be  taken  into  account  for  purposes  of
determining  the amount of the Vested  Aggregate  Account payable at the time of
death or  distribution,  but only if the reduction is used as a repayment of the
loan.  If  less  than  100%  of  the  Participant's   Vested  Aggregate  Account
(determined  without  regard  to  the  preceding  sentence)  is  payable  to the
Participant's  surviving  Spouse,  then such Vested  Aggregate  Account  will be
adjusted by first  reducing  the Vested  Aggregate  Account by the amount of the
security used as repayment of the loan, and then determining the benefit payable
to the surviving Spouse.

     (i) Immediate  Repayment:  A Participant's loan will become immediately due
and payable upon  Termination of Employment or if the Participant  fails to make
two successive  principal  and/or interest  payments on the loan. In such event,
the Administrator will reduce the Participant's  Vested Aggregate Account by the
remaining principal and interest of the loan, and such reduction will constitute
a  distributable  event (to the extent of the reduction)  under the Plan. If the
Participant's  Vested  Aggregate  Account  is less  than  the  amount  due,  the
Administrator  will take whatever steps are necessary to collect the balance due
from the Participant.

     7.15  DIRECTED  INVESTMENT  ACCOUNTS:  The Trustee,  pursuant to procedures
established by the  Administrator  and promulgated under Section 8.7, may permit
Participants  to direct the  investment of their Rollover  Contributions  and/or
Voluntary  Employee   Contributions  and/or  Deductible  Employee  Contributions
Account and/or a Participant's  segregated investment into a separate account in
accordance with Sections 3.7, 3.9, 4.3 or Article 5 or any other applicable Plan
provision, subject to the restrictions imposed by the Administrator.  Subject to
the procedures,  investment directives will only be given in accordance with the
following:

     (a)  Accounts  Which  Can Be  Directed:  As  part  of the  procedures,  the
Administrator  will  designate  which  accounts a Participant or other payee can
direct,  and  whether  the  Participant  or other payee can direct all or only a
portion  of each  such  account.  Any such  designation  can be  changed  by the
Administrator from time to time by promulgating and communicating new procedures
to the Participants and other payees. Any such designation may include the right
to direct the investment of any segregated amount under an installment method of
distribution if available in accordance  with Section 5.1. Any such  designation
can be  changed  by the  Administrator  from  time to time by  promulgating  and
communicating a new policy to the Participants and other payees.

     (b) Investment  Funds: Any amount a Participant or other payee directs will
be put into a segregated  investment selected by the Participant or other payee;
or among  alternative  investment funds established as part of the overall Trust
Fund. Such  alternative  investment  funds will be under the full control of the
management  of the  Trustees.  Alternatively,  if  investments  7-9  outside the
Trustee's control are allowed, Participants and other payees may not direct that
investments be made in collectibles,  other than U.S. Government gold and silver
coins.  The  Administrator  or  Trustee  will have the  authority  to refuse any
investment  directed by the Participant or other payee if that investment  would
be  administratively  burdensome,  or if for any  reason  the  Administrator  or
Trustee  believes  such  investment  would  or  might  constitute  a  prohibited
transaction  as defined in ERISAss.406 or Code section 4975. If a Participant or
other payee fails to make a timely investment  election,  at the Administrator's
discretion  either  no  election  will  be  deemed  to  have  been  made  or the
Participant or other payee will be considered to have made an election to invest
100% of his or her account in an  investment  option,  the primary  objective of
which  is the  preservation  of  principal,  until  such  time as an  investment
decision by the Participant or other payee is effective.

     (c)  Investment   Designation   Form:  A  Participant's  or  other  payee's
investment  direction  will be made in a form  acceptable  to, and in accordance
with procedures established by, the Administrator.  Unless changed by procedures
established by the  Administrator  and  communicated to  Participants  and other
payees,  (1) a  Participant  or other  payee may  change  his or her  investment
election by filing a new investment  designation form with the  Administrator or
the

                                      8-4

<PAGE>

Administrator's  designee,  (2) such change will be effective no later than
the  first  day of the  next  investment  election  period,  and (3)  investment
election periods will be established at the discretion of the  Administrator but
in any event will occur no less  frequently  than once in every 12-month  period
or,  at the  discretion  of the  Administrator  and the  Trustee,  once in every
3-month or 6-month period or at such other more frequent time which is uniformly
available as determined and promulgated by the Administrator and the Trustee.

     (d) Transfers  Between Funds: If multiple  investment fund options are made
available, a Participant or other payee may elect to transfer all or part of his
or her  Account  balance  in one  or  more  of the  investment  funds  from  one
investment fund to another  investment fund by filing an investment  designation
form  with the  Administrator  or with  the  Administrator's  designee  within a
reasonable  administrative  period prior to the next period for which investment
options may be elected to be  transferred.  The funds will be transferred by the
Trustee or the  Administrator's  designee as soon as practicable prior to, or by
the start of, the new election  period.  If made  available,  telephone or other
electronic or computer  transfers  will be permitted  under  uniform  procedures
approved adopted by the Administrator and agreed to by the Trustee.

     (e)  Administrator  Responsibility:  The  Plan  Administrator  or the  Plan
Administrator's  designee will be  responsible  when  transmitting  Employer and
Employee  contributions  or other Trust Fund assets to show the dollar amount to
be credited to each investment fund for each Participant or other payee.

     (f) No  Administrator  Liability:  Except  as  otherwise  provided  herein,
neither the Trustee, nor the Employer,  nor any Plan fiduciary will be liable to
the  Participant  or  other  payee  or his or her  Beneficiaries  for  any  loss
resulting from action taken at the direction of the Participant.

     (g) Adoption Of Procedures:  All investment designations by Participants or
other  payees  are  to be  made  in  accordance  with  such  procedures  as  the
Administrator  may  adopt.  At the  discretion  of  the  Administrator  and  the
Trustees,  such procedures  will permit  sufficient  selection among  investment
alternatives  to satisfy the provisions of DOL Regulations  2550.404(c)-1.  Such
rules or  procedures,  when  properly  executed in a written  document,  will be
deemed  to be  incorporated  in this  Plan.  The rules or  procedures  set forth
therein may be modified or amended by the Administrator without the necessity of
amending  this  Section  of  the  Plan,  but  any  such  modifications  must  be
communicated  to   Participants   in  the  manner   described  in  Section  8.7.
Notwithstanding  the  foregoing,  (1) a summary plan  description  or summary of
material  modifications  thereto  in which  the  rules or  procedures  regarding
investment  designations  are described  will be  considered a separate  written
document  sufficient  to  satisfy  the  requirements  (including  the  execution
requirement) of this paragraph; and (2) any such rules or procedures established
under this paragraph must be applied in a uniform nondiscriminatory manner.

     (h) Charges And Fees: Any charge or fee which may be imposed by the Trustee
or by any  broker,  investment  advisor,  or  otherwise,  including  legal fees,
incurred in connection with a Participant's  direction under this Section of any
Plan account  maintained on the Participant's  behalf may be charged to and paid
from the assets of such account.

     7.16 SUPERSEDING TRUST OR CUSTODIAL AGREEMENT: If elected by the Sponsoring
Employer in Section 8.5 of the Adoption Agreement, if any assets of the Plan are
invested in a separate  trust or  custodial  account  maintained  by a corporate
Trustee  or  custodian,  the  provisions  of such  separate  trust or  custodial
agreement will supersede the provisions set forth in this Article 7. However, if
such separate trust or custodial  agreement does not provide for the purchase of
Policies or the making of loans to  Participants,  and the  Sponsoring  Employer
elects to  provide  same,  then the  provisions  of this  Article 7 (except  for
Section 7.2) will apply to the purchase of Policies or the making of such loans.

     7.17 DUAL AND MULTIPLE  TRUST  OPTIONS:  Plan assets are may be held in two
separate trusts, or in trust and by an insurance company or by a trust and under
a custodial agreement. Plan assets may also be held in a common trust.

                                      9-4

<PAGE>



                                    ARTICLE 8
                           DUTIES OF THE ADMINISTRATOR

     8.1  APPOINTMENT,   RESIGNATION,  REMOVAL  AND  SUCCESSION:  Employer  will
continue until his death,  resignation,  or removal by the Sponsoring  Employer,
and any  Administrator  may  resign  by  giving  30 days  written  notice to the
Sponsoring  Employer.  If an Administrator  dies,  resigns, or is removed by the
Sponsoring  Employer,  his successor  will be appointed as promptly as possible,
and such  appointment  will become  effective  upon its acceptance in writing by
such  successor.  Pending  the  appointment  and  acceptance  of  any  successor
Administrator,  any then acting or remaining  Administrator will have full power
to act.

     8.2 GENERAL POWERS AND DUTIES:  The powers and duties of the  Administrator
will include (a) appointing the Plan's  attorney,  accountant,  actuary,  or any
other party needed to  administer  the Plan;  (b)  directing  the Trustees  with
respect to  payments  from the Trust Fund;  (c)  deciding  if a  Participant  is
entitled to a benefit from the Plan; (d) communicating with Employees  regarding
their participation and benefits under the Plan, including the administration of
all claims  procedures;  (e) filing any returns and  reports  with the  Internal
Revenue  Service,  Department of Labor, or any other  governmental  agency;  (f)
reviewing  and approving any financial  reports,  investment  reviews,  or other
reports prepared by any party under (a) above; (g) establishing a funding policy
and  investment  objectives  consistent  with the  purposes  of the Plan and the
Employee  Retirement  Income  Security Act of 1974; (h) construing and resolving
any  question of Plan  interpretation;  and (i) making any  findings of fact the
Administrator deems necessary to proper Plan administration. Notwithstanding any
contrary  provision of this Plan,  benefits under this Plan will be paid only if
the  Administrator  decides in its discretion  that the applicant is entitled to
them.

     8.3 APPOINTMENT OF ADMINISTRATIVE  COMMITTEE:  The Sponsoring  Employer may
elect to appoint one or more members to an Administrative/Advisory  Committee to
be known as the "Committee"  (or such other name as the Sponsoring  Employer may
select),   to  which  the  Sponsoring  Employer  may  delegate  certain  of  its
responsibilities  as Plan  Administrator.  Members of the Committee  need not be
Participants or  beneficiaries,  and officers and directors of the Employer will
not be precluded  from serving as members.  A member will serve until his or her
resignation,  death, or disability, or until removed by the Sponsoring Employer.
In the event of any vacancy arising by reason of the death, disability, removal,
or resignation of a member, the Sponsoring Employer may, but is not required to,
appoint a successor to serve in his or her place.  The  Committee  will select a
chairman and a secretary  from among its members.  Members of the Committee will
serve in such capacity without compensation.  The Committee will act by majority
vote. The proper expenses of the Committee,  and the  compensation of its agents
appointed  pursuant to Section 8.8 of the Plan, if any, will be paid directly by
the Employer.

     8.4   FINALITY   OF   ADMINISTRATIVE    DECISIONS:    The   Administrator's
interpretation  of  Plan  provisions,   and  any  findings  of  fact,  including
eligibility to participate and eligibility for benefits,  are final and will not
be subject to "de novo" review unless shown to be arbitrary and capricious.

     8.5 MULTIPLE ADMINISTRATORS:  If there is more than one Administrator,  the
Administrators   may  delegate  specific   responsibilities   among  themselves,
including  the authority to execute  documents  unless the  Sponsoring  Employer
revokes such delegation. The Sponsoring Employer and Trustee will be notified in
writing of any such delegation of  responsibilities,  and the Trustee thereafter
may rely upon any documents executed by the appropriate Administrator.

     8.6 CORRECTING  ADMINISTRATIVE  ERRORS:  The  Administrator  will take such
steps as it considers  necessary and  appropriate  to remedy  administrative  or
operational  errors,  including,  but will not be limited to the following:  (a)
taking any action required under the employee plans compliance resolution system
of the Internal Revenue Service, any asset management or fiduciary conduct error
correction program available through the Internal Revenue Service, United States
Department  of  Labor  or  other  governmental   administrative  agency;  (b)  a
reallocation  of Plan assets;  (c)  adjustments in amounts of future payments to
Participants,  Beneficiaries  or  Alternate  Payees;  and  (d)  institution  and
prosecution of actions to recover benefit payments made in error or on the basis
of incorrect or incomplete information.

     8.7  PROMULGATING  NOTICES AND  PROCEDURES:  The  Sponsoring  Employer  and
Administrator  are  given the power and  responsibility  to  promulgate  certain
written  notices,  policies  and/or  procedures  under the terms of the Plan and
disseminate same to the  Participants,  and the  Administrator  may satisfy such
responsibility by the preparation of any such notice, policy and/or procedure in
a written form which can be published and  communicated  to a Participant in one
or more of the following  ways:  (a) by  distribution  in hard copy; (b) through
distribution of a summary plan description or summary of material  modifications
thereto 8-2 which sets forth the policy or  procedure  with  respect to a right,
benefit  or  feature  offered  under  the  Plan;  (c)  by  e-mail,  either  to a
Participant's personal e-mail address or his or her  Employer-maintained  e-mail

                                      1-4

<PAGE>

address;  and (d) by  publication on a web-site  accessible by the  Participant,
provided the Participant is notified of said web-site  publication.  Any notice,
policy and/or procedure provided through an electronic medium will only be valid
if the  electronic  medium which is used is  reasonably  designed to provide the
notice,  policy  and/or  procedure  in a manner  no less  understandable  to the
Participant  than a written  document,  and under such  medium,  at the time the
notice,  policy  and/or  procedure  is  provided,  the  Employee may request and
receive the notice,  policy and/or  procedure on a written paper  document at no
charge.


     8.8 EMPLOYMENT OF AGENTS AND COUNSEL:  The  Administrator  may appoint such
actuaries,  accountants,  custodians,  counsel, agents,  consultants,  and other
persons deemed necessary or desirable in connection with the  administration and
operation of the Plan.  The actions of any such third parties will be subject to
the limitations  described in Section 7.8 of the Plan; and no such third parties
will be  given  any  authority  or  discretion  concerning  the  management  and
operation of the Plan that would cause them to become Fiduciaries of the Plan.

     8.9  COMPENSATION  AND  EXPENSES:   The   Administrator  may  receive  such
compensation   as  agreed  upon   between  the   Sponsoring   Employer  and  the
Administrator,  provided that any person who already receives full-time pay from
the Employer may not receive any fees for services to the Plan as  Administrator
or in any other  capacity.  In addition,  the Employer  will pay all  reasonable
expenses  incurred by the  Administrator  in the performance of its duties under
this  Plan.  If the  Employer  fails  to pay such  expenses,  the  Trustee  will
reimburse the Administrator out of the Trust Fund. Expenses will be paid by each
Adopting  Employer  in the ratio  that each  Adopting  Employer's  Participants'
Accounts bears to the total of all the Participants' Accounts maintained by this
Plan.

     8.10 CLAIMS PROCEDURES:  Upon retirement,  death, Disability or Termination
of Employment,  the Participant or  representative  of such Participant may make
application  to the  Administrator  requesting  payment of benefits  due and the
manner of payment, in accordance with the following:

     (a) Automatic  Payment If No  Application  Is Made: If no  application  for
benefits is made and no  cash-out of benefits  occurs  under  Section  5.5,  the
Administrator will automatically pay a Participant's Vested Aggregate Account in
the form that does not require spousal consent no later than the time prescribed
in Section 5.10.

     (b)  Denial  Of  Claim:  If  an  application  for  benefits  is  made,  the
Administrator  will accept,  reject,  or modify such request and will notify the
Participant in writing  setting forth the response of the  Administrator  and in
the case of a denial  or  modification  the  Administrator  will (1)  state  the
specific  reason or reasons for the denial,  (2) provide  specific  reference to
pertinent  Plan  provisions  on  which  the  denial  is  based,  (3)  provide  a
description  of  any  additional  material  or  information  necessary  for  the
Participant or his representative to perfect the claim and an explanation of why
such  material or  information  is  necessary,  and (4) explain the Plan's claim
review procedure as contained herein.

     (c)  Review  Procedure:  If  the  request  is  rejected  or  modified,  the
Participant or his  representative  may within 60 days following  receipt by the
Participant  or  representative  of such  rejection  or  modification,  submit a
written request for review by the Plan  Administrator  of its initial  decision.
Within 60 days following such request for review,  the Plan  Administrator  will
render  its final  decision  in  writing to the  Participant  or  representative
stating specific reasons for such decision. If the Participant or representative
is not satisfied with the Plan Administrator's  final decision,  the Participant
or  representative  can  institute  an action in a  federal  court of  competent
jurisdiction;   for  this   purpose,   process  would  be  served  on  the  Plan
Administrator.

     8.11 QUALIFIED  DOMESTIC  RELATIONS ORDERS: A Qualified  Domestic Relations
Order,  or QDRO, is a signed  domestic  relations  order issued by a State Court
which  creates,  recognizes  or assigns to an  alternate  payee(s)  the right to
receive all or part of a  Participant's  Plan benefit.  An alternate  payee is a
Spouse, former Spouse, child, or other dependent of a Participant who is treated
as a Beneficiary under the Plan as a result of the QDRO. The Administrator  will
determine if a domestic  relations order is a Qualified Domestic Relations Order
as follows:

     (a) Administrator Must Seek Opinion Of Counsel:  Promptly upon receipt of a
domestic  relations order which may or may not be a QDRO, the Administrator will
notify the  Participant  and any alternate  payee(s)  named in the order of such
receipt,  and include a copy of this Section 8.6.  The  Administrator  will then
forward  the order to the Plan's  legal  counsel for an opinion as to whether or
not the order is in fact a QDRO as  defined in  Section  414(p) of the  Internal
Revenue Code.  Within 8-3 a reasonable  time after receipt of the order,  not to
exceed 60 days, the Plan's legal counsel will make a determination as to whether
or not the order if a QDRO and so inform  the  Administrator  who will  promptly
notify  the   Participant   and  any  alternate   payee(s)  in  writing  of  the
determination.

                                      2-4

<PAGE>

     (b) Specific  Requirements Of QDRO: In order for a domestic relations order
to be a QDRO, it must specifically state all of the following:  (1) the name and
last known mailing  address (if any) of the Participant and each alternate payee
covered by the  order,  but if the QDRO does not  specify  the  current  mailing
address of the alternate payee and the Administrator  has independent  knowledge
of that  address,  the QDRO  will  still be  valid;  (2) the  dollar  amount  or
percentage of the  Participant's  benefit to be paid to each alternate payee, or
the manner in which the amount or percentage will be determined;  (3) the number
of payments or period for which the order applies;  and (4) the name of the plan
to which the order applies.  The domestic  relations  order will not be deemed a
QDRO if it  requires  the Plan to provide  any type or form of  benefit,  or any
option not already provided for in the Plan, or increased benefits,  or benefits
in excess of the  Participant's  Vested  Interest,  or payment of benefits to an
alternate  payee  required to be paid to another  alternate  payee under another
QDRO.

     (c)  Disputed  Orders:  If there is a question as whether or not a domestic
relations  order is a QDRO,  there  will be a delay in any  payout  to any payee
including  the  Participant,  until the status is resolved.  In such event,  the
Administrator  will  segregate  the amount  that would have been  payable to the
alternate  payee(s)  if the  order had been  deemed a QDRO.  If the order is not
determined to be a QDRO, or the status is not resolved (for example, it has been
sent back to the  Court  for  clarification  or  modification)  within 18 months
beginning with the date the first payment would have to be made under the order,
the Administrator will pay the segregated amounts plus interest to the person(s)
who would have been  entitled  to the  benefits  had there  been no order.  If a
determination as to the Qualified status of the order is made after the 18-month
period, then the order will only be applied on a prospective basis. If the order
is determined to be a QDRO, the Participant and alternate payee(s) will again be
notified promptly after such determination.  Once an order is deemed a QDRO, the
Administrator  will pay to the alternate  payee(s) all the amounts due under the
QDRO, including segregated amounts plus interest which may have accrued during a
dispute as to the order's qualification.

     (d) Payment Prior To Termination Of Employment:  A QDRO may provide for the
payment of benefits to an alternative  payee prior to the time a Participant has
terminated  employment  if such  payment  is to be made on or after the date the
Participant  reaches or would have reached the Earliest Retirement Age. Further,
if elected by the Sponsoring  Employer in Section 8.3 of the Adoption Agreement,
such  payment can be made even if the affected  Participant  has not yet reached
the Earliest  Retirement Age. The term Earliest Retirement Age means the earlier
of (1) the date on which the  Participant  is entitled to a  distribution  under
this Plan, or (2) the later of (i) the date the  Participant  attains age 50, or
(ii) the earliest date on which the  Participant  could receive  benefits  under
this Plan if the Participant terminated employment with the Employer.

     (e)  Effect  Of  QDRO On  Survivor  Annuity  Requirements:  Notwithstanding
Section 5.1 and 5.2 to the  contrary,  if the forms of benefit as elected by the
Sponsoring  Employer in Section 5.4 of the Adoption Agreement include a lifetime
annuity, a Participant's benefits which are payable from the Plan in the form of
either a  Qualified  Joint and  Survivor  Annuity or a  Qualified  Preretirement
Survivor  Annuity need not be paid in such form if such payment is  inconsistent
with,  or has been  modified  by, the terms of a  Qualified  Domestic  Relations
Order.








                                      3-4

<PAGE>


                                   ARTICLE 9
                       AMENDMENT, TERMINATION AND MERGER

     9.1  AMENDMENT:  The mass  submitter  may amend  any part of the Plan.  For
purposes of amendments made by the Prototype  Sponsor,  the mass submitter shall
be recognized as the agent of the Prototype  Sponsor.  If the Prototype  Sponsor
does not adopt the amendments made by the mass  submitter,  it will no longer be
identical to or a minor  modifier of the mass  submitter  plan.  The  Sponsoring
Employer  may  change  the choice of  options  in the  Adoption  Agreement,  add
overriding language in the Adoption Agreement when such language is necessary to
satisfy Code section 415 or Code section 416 because of the required aggregation
of multiple plans,  and add certain model  amendments  published by the Internal
Revenue  Service which  specifically  provide that their adoption will not cause
the Plan to be treated as  individually  designed.  In addition,  the Sponsoring
Employer may amend any part of the Plan or the Adoption Agreement.  A Sponsoring
Employer  that amends the Plan or the  Adoption  Agreement  for any reason other
than indicated above will no longer participate in this master or prototype plan
and will be considered to have an  individually  designed  plan. An amendment of
the Plan or  Adoption  Agreement  or change  of the  choice  of  options  in the
Adoption  Agreement  by  the  mass  submitter,  the  Prototype  Sponsor,  or the
Sponsoring Employer shall be subject to the following:

     (a) General Requirements: Amendments or changes of the choice of options in
the  Adoption  Agreement  must be in  writing.  However,  no such  amendment  or
modification   (i)  can  increase  the   responsibilities   of  the  Trustee  or
Administrator without their written consent; (ii) can deprive any Participant or
Beneficiary  of the  benefits to which he is entitled  from the Plan;  (iii) can
result in a decrease in the amount of any Participant's Account except as may be
permitted under the terms of Code section 412(c)(8) if applicable;  or (iv) can,
except as otherwise  provided,  permit any part of the Trust Fund (other than as
required to pay taxes and administration expenses) to be used for or diverted to
purposes  other  than  the  exclusive  benefit  of  the  Participants  or  their
Beneficiaries,  or cause or permit any portion of the Trust Fund to revert to or
become the property of the Employer.  In addition,  unless the provisions of (1)
and (2) following are satisfied,  no amendment to the Plan shall have the effect
of  eliminating  or  restricting  the ability of a Participant or other payee to
receive  payment of his or her Account  balance or benefit  entitlement  under a
particular optional form of benefit provided under the Plan:

     (1) The amendment  provides a single-sum or lump sum distribution form that
is otherwise  identical to the optional  form of benefit  which is restricted or
eliminated.  For this purpose a of (A) single-sum or lump 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  payee)  except  with  respect to the timing of
payments after commencement.

     (2) The  amendment  does not  apply  to any  distribution  with an  Annuity
Starting  Date  earlier  than  the  earlier  the  90th  day  after  the date the
Participant  or other payee  receiving  the  distribution  has been  furnished a
summary plan  description  or other 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 (B) the first day of the second Plan Year  following
the Plan Year during which the amendment is adopted.

     (b)  Certain  Corrective  Amendments:   To  satisfy  the  minimum  coverage
requirements of Code section 410(b), the nondiscriminatory amount requirement of
regulation section 1.401(a)(4)-1(b)(2),  or the nondiscriminatory plan amendment
requirement of regulation section 1.401(a)(4)-1(b)(4), a corrective amendment or
change of the choice of  options in the  Adoption  Agreement  may  retroactively
increase  allocations for Employees who benefited under the Plan during the Plan
Year being corrected,  or may grant allocations to Employees who did not benefit
under  the  Plan  during  the  Plan  Year  being   corrected.   To  satisfy  the
nondiscriminatory   current  availability   requirement  of  regulation  section
1.401(a)(4)-4(b)  for benefits,  rights or features,  a corrective  amendment or
change of the choice of options in the  Adoption  Agreement  may make a benefit,
right or feature available to Employees to whom it was previously not available.
A  corrective  amendment  or change of the  choice of  options  in the  Adoption
Agreement  will  not be  effective  prior  to the  date of  adoption  unless  it
satisfies    the    applicable     requirements     of    regulation     section
1.401(a)(4)-11(g)(3)(ii) through (vii), including the requirement that, in order
to be effective for the  preceding  Plan Year,  such  amendment or change of the
choice of options in the Adoption  Agreement  must be adopted by the 15th day of
the 10th month after the close of the preceding Plan Year.

     9.2  TERMINATION:  The Sponsoring  Employer has the right to terminate,  in
whole  or in  part,  participation  in the  Plan  and the  Trust  at any time by
delivering  written notice  thereof to the  Administrator  and the Trustee.  The
Sponsoring  Employer may  effectuate  such  termination by filing written notice
thereof with the Administrator and completely discontinuing contributions

                                      1-4
<PAGE>

to the Plan. 9-2 Upon termination of the Plan, the Trustee will continue to
administer the Trust until distribution has been made to the Participants, which
distribution must occur as soon as  administratively  feasible after termination
of the Plan, and must be made in accordance  with the provisions of Article 5 of
the Plan, including Section 5.6(d) where applicable.  However, the Administrator
may elect not to distribute the Accounts of  Participants  and other payees upon
termination of the Plan but instead to transfer the entire Trust Fund assets and
liabilities  attributable  to this  terminated  Plan to another  qualified  plan
maintained by the Employer or its successor.

     The  Sponsoring   Employer  may  also  elect  at  any  time  to  completely
discontinue  contributions  to the Plan but to continue the Plan in operation in
all other  respects,  in which event the Trustee will continue to administer the
Trust until  eventual  full  distribution  of all  benefits has been made to the
Participants  and other payees in  accordance  with Article 5 after their death,
retirement, Disability or Termination of Employment.

     Upon complete termination of the Plan, or upon a complete discontinuance of
contributions  to the Plan, all Participants who have not incurred a Termination
of Employment and all Participants who have incurred a Termination of Employment
but have not  incurred a five (5) year Break in Service  will have a 100% Vested
Interest in his or her unpaid Participant  Account.  Upon partial termination of
the Plan only those  Participants  who have incurred a Termination of Employment
on  account  of the event  which  caused the  partial  termination  but have not
incurred a five (5) year Break in Service shall automatically have a 100% Vested
Interest  in his or her  unpaid  Participant  Account  to the  date  of  partial
termination.

     Any Adopting Employer may by written resolution terminate its participation
in the  Plan  at any  time  by  notification  to the  Sponsoring  Employer,  the
Administrator,  and the Trustee.  Such Adopting Employer may thereupon request a
transfer of Trust Fund assets  attributable  to its Employees  from this Plan to
any successor  qualified  retirement plan maintained by the Adopting Employer or
its successor.  The Administrator may, however,  refuse to make such transfer if
in its  considered  opinion such transfer  would operate to the detriment of any
Participant,  jeopardize  the  continued  qualification  of the Plan, or if such
transfer does not comply with any IRS requirements. If no such transfer is made,
the provisions in the  definition of Adopting  Employer in Article 1 shall apply
with respect to the payment of benefits for Employees of such Adopting Employer.

     9.3  MERGER  OR  CONSOLIDATION:  This  Plan and  Trust may not be merged or
consolidated  with, nor may any of its assets or liabilities be transferred  to,
any other plan,  unless the benefits payable to each Participant if the Plan was
terminated  immediately  after such action would be equal to or greater than the
benefits  to which such  Participant  would have been  entitled if this Plan had
been terminated immediately before such action.

     If  the  Employer  acquires  another  company  in a  "Section  410(b)(6)(C)
transaction,  employees of the acquired  company may be excluded  from this Plan
regardless  of the  provisions  of  Section  2.1 of the  Plan  and the  Adoption
Agreement  during the period beginning on the date of the transaction and ending
on the last day of the Plan Year beginning after the date of the Transaction.  A
Section  410(b)(6)(C)  transaction is an asset or stock acquisition,  merger, or
similar  transaction  involving a change in the  employer of the  employees of a
business.







                                      2-4


<PAGE>


                                  ARTICLE 10
                            MISCELLANEOUS PROVISIONS

     10.1 NO  CONTRACT  OF  EMPLOYMENT:  Except as  otherwise  provided  by law,
neither the establishment of this Plan, any modification hereto, the creation of
any fund or  account,  nor the payment of any  benefits,  will be  construed  as
giving any Participant or other person any legal or equitable rights against the
Employer,  any officer or Employee  thereof,  or the  Trustee,  except as herein
provided.  Further,  under no circumstances  will the terms of employment of any
Participant be modified or otherwise affected by this Plan.

     10.2 TITLE TO ASSETS: No Participant or Beneficiary will have any right to,
or any  interest in, any assets of the Trust upon  separation  from service with
the Employer,  Affiliated  Employer,  or Adopting Employer,  except as otherwise
provided by the terms of the Plan.

     10.3 QUALIFIED MILITARY SERVICE: Notwithstanding any provision of this Plan
to the  contrary,  contributions,  benefits  and service  credit with respect to
qualified  military  service  will be provided in  accordance  with Code section
414(u).

     10.4  FIDUCIARIES AND BONDING:  The Fiduciaries of this Plan will have only
those powers and duties which are  specifically  given to the Fiduciaries  under
the terms of this Plan.  In  addition,  every  Fiduciary  other than a bank,  an
insurance  company,  or a  Fiduciary  of an  Employer  which  has no  common-law
employees,  will be bonded in an amount not less than 10% of the amount of funds
under such Fiduciary's  supervision,  but such bond will not be less than $1,000
or more than $500,000.  The bond will provide protection to the Plan against any
loss for acts of fraud or dishonesty  by a Fiduciary  acting alone or in concert
with others.  The cost of such bond will be an expense of either the Employer or
the Trust, at the election of the Sponsoring Employer.

     10.5  SEVERABILITY OF PROVISIONS:  If any Plan provision is held invalid or
unenforceable,  such  invalidity or  unenforceability  will not affect any other
provision of this Plan,  and this Plan will be construed and enforced as if such
provision had not been included.

     10.6  GENDER  AND  NUMBER:  Words  used  in the  masculine  gender  will be
construed as though they were also used in the  feminine or neuter  gender where
applicable, and words used in the singular form will be construed as though they
were also used in the plural form where applicable.

     10.7 HEADINGS AND  SUBHEADINGS:  Headings and  subheadings are inserted for
convenience of reference. They constitute no part of this Plan and are not to be
considered in its construction.

     10.8 LEGAL ACTION:  In any claim,  suit or proceeding  concerning  the Plan
and/or  Trust which is brought  against the Trustee or the  Administrator,  this
Plan and Trust will be construed and enforced according to the laws of the state
in which the Sponsoring  Employer maintains its principal place of business,  to
the extent that is not preempted by the provisions of ERISA. Furthermore, unless
otherwise prohibited by law, either the Sponsoring Employer or the Trust, in the
sole  discretion of the Sponsoring  Employer,  will reimburse the Trustee and/or
the  Administrator for all costs,  attorneys fees and other expenses  associated
with any such claim, suit or proceeding.

     10.9 QUALIFIED PLAN STATUS:  This Plan and the related Trust  Agreement and
the related  Adoption  Agreement are intended to be a qualified  retirement plan
under the provisions of Code section 401(a) and section 501(a).

     10.10  MAILING  OF NOTICES  TO  ADMINISTRATOR,  EMPLOYER  OR  TRUSTEE:  Any
notices,  documents  or  forms  required  to be  given  to  or  filed  with  the
Administrator,  the Employer or the Committee  will be either hand  delivered or
mailed by first class mail,  postage prepaid,  to the Committee or the Employer,
at the Employer's principal place of business.  Any notices,  documents or forms
required  to be given  to or  filed  with the  Trustee  will be  either  be hand
delivered or mailed by first class mail, postage prepaid,  to the Trustee at its
principal place of business.

     10.11 NO DUPLICATION OF BENEFITS:  There will be no duplication of benefits
under the Plan because of employment by more than one participating Employer.

     10.12 PARTICIPANT  NOTICES AND WAIVERS OF NOTICES:  Whenever written notice
is required to be given under the terms of this Plan, such notice will be deemed
to be given on the date that such written notice is either hand delivered to the
recipient or deposited at a United States Postal  Service  Station,  first class
mail,  postage  paid.  Notice may be waived by any

                                      1-4

<PAGE>

party otherwise  entitled to receive  written notice  concerning any matter
under the terms of this Plan.

     10.13 EVIDENCE FURNISHED CONCLUSIVE: Anyone required to give evidence under
the terms of the Plan may do so by  certificate,  affidavit,  document  or other
information which the person to act in reliance may consider pertinent, reliable
and genuine,  and to have been signed,  made or presented by the proper party or
parties.  The  Fiduciaries  under the Plan will be fully protected in acting and
relying upon any evidence described under this Section.

     10.14 RELEASE OF CLAIMS: Any payment to any Participant or Beneficiary, his
or her legal representative,  or to any guardian or committee appointed for such
Participant or Beneficiary, will, to the extent thereof, be in full satisfaction
of all claims hereunder  against the  Administrator  and the Trustee,  either of
whom may require such Participant, legal representative,  Beneficiary,  guardian
or committee, as a condition precedent to such payment, to execute a receipt and
release thereof in such form as determined by the Administrator or the Trustee.

     10.15 MULTIPLE COPIES OF PLAN AND/OR TRUST AND/OR ADOPTION AGREEMENT:  This
Plan,  the related  Trust  Agreement and the related  Adoption  Agreement may be
executed  in any  number  of  counterparts,  each of  which  will be  deemed  an
original,  but all of which will  constitute one and the same Agreement or Trust
Agreement,  as the case may be, and will be binding on the respective successors
and assigns of the Employer and all other parties.

     10.16  LIMITATION OF LIABILITY AND  INDEMNIFICATION:  In addition to and in
furtherance  of any other  limitations  provided in the Plan,  and to the extent
permitted by applicable  law, the Employer will  indemnify and hold harmless its
board   of   directors   (collectively   and   individually),    if   any,   the
Administrative/Advisory  Committee (collectively and individually),  if any, and
its  officers,  Employees,  and agents  against and with  respect to any and all
expenses, losses, liabilities, costs, and claims, including legal fees to defend
against such liabilities and claims,  arising out of their good-faith  discharge
of responsibilities  under or incident to the Plan,  excepting only expenses and
liabilities resulting from willful misconduct.  This indemnity will not preclude
such further  indemnities as may be available under  insurance  purchased by the
Employer or as may be provided by the Employer under any by-law, agreement, vote
of shareholders or disinterested  directors,  or otherwise,  as such indemnities
are  permitted  under state law.  Payments  with  respect to any  indemnity  and
payment of expenses or fees under this  Section will be made only from assets of
the Employer,  and will not be made  directly or  indirectly  from assets of the
Trust Fund.

                                      2-4

</TEXT>
</DOCUMENT>
