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                                                                   EXHIBIT 10.11








                THE ANGELL PENSION GROUP, INC. REGIONAL PROTOTYPE
                   DEFINED CONTRIBUTION PENSION PLAN AND TRUST


















Copyright 1996 The Angell Pension Group, Inc.

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                                TABLE OF CONTENTS

ARTICLE                                                                     PAGE

ARTICLE I: DEFINITIONS.........................................................1

ARTICLE II:TOP HEAVY PROVISIONS AND ADMINISTRATION............................16
   2.1 TOP HEAVY PLAN REQUIREMENTS............................................16
   2.2 DETERMINATION OF TOP HEAVY STATUS......................................16
   2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER............................19
   2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY................................20
   2.5 ALLOCATION AND DELEGATION OF...........................................20
   2.6 POWERS AND DUTIES OF THE ADMINISTRATOR.................................20
   2.7 RECORDS AND REPORTS....................................................22
   2.8 APPOINTMENT OF ADVISERS................................................22
   2.9 INFORMATION FROM EMPLOYER..............................................22
   2.10 PAYMENT OF EXPENSES...................................................22
   2.11 MAJORITY ACTIONS......................................................22
   2.12 CLAIMS PROCEDURE......................................................23
   2.13 CLAIMS REVIEW PROCEDURE...............................................23

ARTICLE III: ELIGIBILITY......................................................24
   3.1 CONDITIONS OF ELIGIBILITY..............................................24
   3.2 EFFECTIVE DATE OF PARTICIPATION........................................24
   3.3 DETERMINATION OF ELIGIBILITY...........................................24
   3.4 TERMINATION OF ELIGIBILITY.............................................24
   3.5 OMISSION OF ELIGIBLE EMPLOYEE..........................................24
   3.6 INCLUSION OF INELIGIBLE EMPLOYEE.......................................25
   3.7 ELECTION NOT TO PARTICIPATE............................................25
   3.8 CONTROL OF ENTITIES BY OWNER-EMPLOYEE..................................25

ARTICLE IV: CONTRIBUTION AND ALLOCATION.......................................27
   4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION........................27
   4.2 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION.............................27
   4.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS...................28
   4.4 MAXIMUM ANNUAL ADDITIONS...............................................34
   4.5 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS..............................40
   4.6 TRANSFERS FROM QUALIFIED PLANS.........................................41
   4.7 VOLUNTARY CONTRIBUTIONS................................................42
   4.8 DIRECTED INVESTMENT ACCOUNT............................................43
   4.9 QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS.............................44
   4.10 ACTUAL CONTRIBUTION PERCENTAGE TESTS..................................44
   4.11 INTEGRATION IN MORE THAN ONE PLAN.....................................44

ARTICLE V: VALUATIONS.........................................................46


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   5.1 VALUATION OF THE TRUST FUND............................................46
   5.2 METHOD OF VALUATION....................................................46

ARTICLE VI: DETERMINATION AND DISTRIBUTION OF BENEFITS........................47
   6.1 DETERMINATION OF BENEFITS UPON RETIREMENT..............................47
   6.2 DETERMINATION OF BENEFITS UPON DEATH...................................47
   6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY.......................48
   6.4 DETERMINATION OF BENEFITS UPON TERMINATION.............................48
   6.5 DISTRIBUTION OF BENEFITS...............................................52
   6.6 DISTRIBUTION OF BENEFITS UPON DEATH....................................56
   6.7 TIME OF SEGREGATION OR DISTRIBUTION....................................61
   6.8 DISTRIBUTION FOR MINOR BENEFICIARY.....................................61
   6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.........................61
   6.10 PRE-RETIREMENT DISTRIBUTION...........................................61
   6.11 ADVANCE DISTRIBUTION FOR HARDSHIP.....................................62
   6.12 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS.............................62
   6.13 SPECIAL RULE FOR NON-ANNUITY PLANS....................................63

ARTICLE VII: TRUSTEE..........................................................65
   7.1 BASIC RESPONSIBILITIES OF THE TRUSTEE..................................65
   7.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE............................65
   7.3 OTHER POWERS OF THE TRUSTEE............................................66
   7.4 LOANS TO PARTICIPANTS..................................................69
   7.5 DUTIES OF THE TRUSTEE REGARDING PAYMENTS...............................71
   7.6 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES..........................71
   7.7 ANNUAL REPORT OF THE TRUSTEE...........................................72
   7.8 AUDIT..................................................................72
   7.9 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE.........................73
   7.10 TRANSFER OF INTEREST..................................................74
   7.11 TRUSTEE INDEMNIFICATION...............................................74
   7.12 EMPLOYER SECURITIES AND REAL PROPERTY.................................75

ARTICLE VIII: AMENDMENT, TERMINATION, AND MERGERS.............................76
   8.1 AMENDMENT..............................................................76
   8.2 TERMINATION............................................................77
   8.3 MERGER OR CONSOLIDATION................................................77

ARTICLE IX: MISCELLANEOUS.....................................................78
   9.1 EMPLOYER ADOPTIONS.....................................................78
   9.2 PARTICIPANT'S RIGHTS...................................................78
   9.3 ALIENATION.............................................................78
   9.4 CONSTRUCTION OF PLAN...................................................79
   9.5 GENDER AND NUMBER......................................................79
   9.6 LEGAL ACTION...........................................................79
   9.7 PROHIBITION AGAINST DIVERSION OF FUNDS.................................79



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   9.8 BONDING................................................................80
   9.10 INSURER'S PROTECTIVE CLAUSE...........................................80
   9.11 RECEIPT AND RELEASE FOR PAYMENTS......................................80
   9.12 ACTION BY THE EMPLOYER................................................80
   9.13 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY....................81
   9.14 HEADINGS..............................................................81
   9.15 APPROVAL BY INTERNAL REVENUE SERVICE..................................81
   9.16 UNIFORMITY............................................................82
   9.17 PAYMENT OF BENEFITS...................................................82

ARTICLE X: PARTICIPATING EMPLOYERS............................................83
   10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER...........................83
   10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS...............................83
   10.3 DESIGNATION OF AGENT..................................................83
   10.4 EMPLOYEE TRANSFERS....................................................83
   10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES.................84
   10.6 AMENDMENT.............................................................84
   10.7 DISCONTINUANCE OF PARTICIPATION.......................................84
   10.8 ADMINISTRATOR'S AUTHORITY.............................................84
   10.9 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE.....................85

ARTICLE XI: CASH OR DEFERRED PROVISIONS.......................................86
   11.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION.......................86
   11.2 PARTICIPANT'S SALARY REDUCTION ELECTION...............................87
   11.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS..................91
   11.4 ACTUAL DEFERRAL PERCENTAGE TESTS......................................93
   11.5 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS........................95
   11.6 ACTUAL CONTRIBUTION PERCENTAGE TESTS..................................99
   11.7 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS...................102
   11.8 ADVANCE DISTRIBUTION FOR HARDSHIP....................................106

AMENDMENT....................................................................108
   TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN.............................108
   UNIFORMED SERVICES........................................................108



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--------------------------------------------------------------------------------
                                    ARTICLE I
                                   DEFINITIONS
--------------------------------------------------------------------------------

         As used in this Plan, the following words and phrases shall have the
meanings set forth herein unless a different meaning is clearly required by the
context:

1.1 "ACT" means the Employee Retirement Income Security Act of 1974, as it may
be amended from time to time.

1.2 "ADMINISTRATOR" means the person(s) or entity designated by the Employer
pursuant to Section 2.4 to administer the Plan on behalf of the Employer.

1.3 "ADOPTION AGREEMENT" means the separate Agreement which is executed by the
Employer and accepted by the Trustee which sets forth the elective provisions of
this Plan and Trust as specified by the Employer.

1.4 "AFFILIATED EMPLOYER" means the Employer and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

1.5 "AGGREGATE ACCOUNT" means with respect to each Participant, the value of all
accounts maintained on behalf of a Participant, whether attributable to Employer
or Employee contributions, subject to the provisions of Section 2.2.

1.6 "ANNIVERSARY DATE" means the anniversary date specified in C3 of the
Adoption Agreement.

1.7 "BENEFICIARY" means the person to whom a share of a deceased Participant's
interest in the Plan is payable, subject to the restrictions of Sections 6.2 and
6.6.

1.8 "CODE" means the Internal Revenue Code of 1986, as amended or replaced from
time to time.

1.9 "COMPENSATION" with respect to any Participant means one of the following as
elected in the Adoption Agreement. However, Compensation for any Self-Employed
Individual shall be equal to his Earned Income.

         (a) Information required to be reported under Sections 6041, 6051 and
         6052 (wages, tips and other Compensation Box on Form W-2). Compensation
         is defined as wages. as defined in Code Section 3401(a), and all other
         payments of Compensation to an



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         Employee by the Employer (in the course of the Employer's trade or
         business) for which the Employer is required to furnish the Employee a
         written statement under Code Sections 6041(d) and 6051(a)(3).
         Compensation must be determined without regard to any rules under Code
         Section 3401(a) that limit the remuneration included in wages based on
         the nature or location of the employment or the services performed
         (such as the exception for agricultural labor in Section 3401(a)(2)).

         (b) Section 3401(a) wages. Compensation is defined as wages within the
         meaning of Code Section 3401(a) for the purposes of income tax
         withholding at the source but determined without regard to any rules
         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)).

         (c) 415 safe-harbor compensation. Compensation is defined as wages,
         salaries, and 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 to the extent that the amounts are
         includible in gross income (including, but not limited to, commissions
         paid salesmen, compensation for services on the basis of 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)),
         and excluding the following:

                  (1) Employer contributions to a plan of deferred compensation
                  which are not includible in the Employee's gross income for
                  the taxable year in which contributed, or Employer
                  contributions under 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 the exercise of a nonqualified stock
                  option, or when restricted stock (or 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 received special tax benefits, or
                  contributions made by the Employer (whether or not under a
                  salary reduction agreement) towards the purchase of an annuity
                  contract described in section 403(b) of the Internal Revenue
                  Code (whether or not the contributions are actually excludable
                  from the gross income of the Employee).

         If, in connection with the adoption of any amendment, the definition of
Compensation has been modified, then, for Plan Years prior to the Plan Year
which includes the adoption date of such amendment, Compensation means
compensation determined pursuant to the Plan then in



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effect.

         In addition, if specified in the Adoption Agreement, Compensation for
all Plan purposes shall also include compensation which is not currently
includible in the Participant's gross income by reason of the application of
Code Sections 125, 402(a)(8), 402(h)(1)(B), or 403(b).

         Compensation in excess of $200,000 shall be disregarded. Such amount
shall be adjusted at the same time and in such manner as permitted under Code
Section 415(d). In applying this limitation, the family group of a Highly
Compensated Participant who is subject to the Family Member aggregation rules of
Code Section 414(q)(6) because such Participant is either a "five percent owner"
of the Employer or one of the ten (10) Highly Compensated Employees paid the
greatest "415 Compensation" during the year, shall be treated as a single
Participant, except that for this purpose Family Members shall include only the
affected Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year. If, as a result of the
application of such rules. the adjusted $200,000 limitation is exceeded. then
(except for purposes of determining the portion of Compensation up to the
integration level if this plan is integrated), the limitation shall be prorated
among the affected individuals in proportion to each such individual's
Compensation as determined under this Section prior to the application of this
limitation.

         For Plan Years beginning prior to January 1, 1989, the $200,000 limit
(without regard to Family Member aggregation) shall apply only for Top Heavy
Plan Years and shall not be adjusted.

         In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation for each Employee
taken into account under the Plan shall not exceed the OBRA `93 annual
Compensation limit. The OBRA `93 annual Compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which Compensation is determined (determination period) beginning
in such calendar year. If a determination period consists of fewer than 12
months, the OBRA `93 annual Compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination period, and
the denominator of which is 12.

         For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under Section 401(a)(17) of the Code shall mean the
OBRA `93 annual Compensation limit set forth in this provision.

         If Compensation for any prior determination period is taken into
account in determining an Employee's benefits accruing in the current Plan Year,
the Compensation for that prior determination period is subject to the OBRA `93
Compensation limit in effect for that prior determination period. For this
purpose, for determination periods beginning before the First day of the Plan
Year beginning on or after January 1, 1994, the OBRA `93 annual Compensation



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limit is $150,000.

1.10 "CONTRACT" OR "POLICY" means any life insurance policy, retirement income
policy, or annuity contract (group or individual) issued by the Insurer. In the
event of any conflict between the terms of this Plan and the terms of any
insurance contract purchased hereunder, the Plan provisions shall control.

1.11 "DEFERRED COMPENSATION" means, with respect to any Participant, that
portion of the Participant's total Compensation which has been contributed to
the Plan in accordance with the Participant's deferral election pursuant to
Section 11.2.

1.12 "EARLY RETIREMENT DATE" means the date specified in the Adoption Agreement
on which a Participant or Former Participant has satisfied the age and service
requirements specified in the Adoption Agreement (Early Retirement Age). A
Participant shall become fully Vested upon satisfying this requirement if still
employed at his Early Retirement Age.

         A Former Participant who terminates employment after satisfying the
service requirement for Early Retirement and who thereafter reaches the age
requirement contained herein shall be entitled to receive his benefits under
this Plan.

1.13 "EARNED INCOME" means with respect to a Self-Employed Individual, the net
earnings from self-employment in the trade or business with respect to which the
Plan is established, for which the 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 to such
items. Net earnings are reduced by contributions by the Employer to a qualified
Plan to the extent deductible under Code Section 404. In addition. for Plan
Years beginning after December 31, 1989, net earnings shall be determined with
regard to the deduction allowed to the Employer by Code Section 164(f).

1.14 "ELECTIVE CONTRIBUTION" means the Employer's contributions to the Plan that
are made pursuant to the Participant's deferral election pursuant to Section
11.2, excluding any such amounts distributed as "excess annual additions"
pursuant to Section 4.4. In addition, if selected in E3 of the Adoption
Agreement. the Employer's matching contribution made pursuant to Section 11.1(b)
shall or shall not be considered an Elective Contribution for purposes of the
Plan, as provided in Section 11.1(b), Elective Contributions shall be subject to
the requirements of Sections 11.2(b) and 11.2(c) and shall further be required
to satisfy the discrimination requirements of Regulation 1.401(k)-l(b)(3), the
provisions of which are specifically incorporated herein by reference.

1.15 "ELIGIBLE EMPLOYEE" means any Employee specified in DI of the Adoption
Agreement.

1.16 "EMPLOYEE" means any person who is employed by the Employer, but excludes
any person who is employed as an independent contractor. The term Employee shall
also include Leased Employees as provided in Code Section 414(n) or (o).



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         Except as provided in the Non-Standardized Adoption Agreement, all
Employees of all entities which are an Affiliated Employer will be treated as
employed by a single employer.

1.17 "EMPLOYER" means the entity specified in the Adoption Agreement, any
Participating Employer (as defined in Section 10.1) which shall adopt this Plan,
any successor which shall maintain this Plan and any predecessor which has
maintained this Plan.

1.18 "EXCESS COMPENSATION" means, with respect to a Plan that is integrated with
Social Security, a Participant's Compensation which is in excess of the amount
set forth in the Adoption Agreement.

1.19 "EXCESS CONTRIBUTIONS" means, with respect to a Plan Year, the excess of
Elective Contributions and Qualified Non-Elective Contributions made on behalf
of Highly Compensated Participants for the Plan Year over the maximum amount of
such contributions permitted under Section 11.4(a).

1.20 "EXCESS DEFERRED COMPENSATION" means, with respect to any taxable year of a
Participant, the excess of the aggregate amount of such Participant's Deferred
Compensation and the elective deferrals pursuant to Section 11.2(f) actually
made on behalf of such Participant for such taxable year, over the dollar
limitation provided for in Code Section 402(g), which is incorporated herein by
reference. Excess Deferred Compensation shall be treated as an "annual addition"
pursuant to Section 4.4 when contributed to the Plan unless distributed to the
affected Participant not later than the first April 15th following the close of
the Participant's taxable year.

1.21 "FAMILY MEMBER" means, with respect to an affected Participant, such
Participant's spouse, and such Participant's lineal descendants and ascendants
and their spouses, all as described in Code Section 414(q)(6)(B).

1.22 "FIDUCIARY" means any person who (a) exercises any discretionary authority
or discretionary control respecting management of the Plan or exercises any
authority or control respecting management or disposition of its assets, (b)
renders investment advice for a fee or other compensation, direct or indirect,
with respect to any monies or other property of the Plan or has any authority or
responsibility to do so, or (c) has any discretionary authority or discretionary
responsibility in the administration of the Plan, including, but not limited to,
the Trustee, the Employer and its representative body, and the Administrator.

1.23 "FISCAL YEAR" means the Employer's accounting year as specified in the
Adoption Agreement.

1.24 "FORFEITURE" means that portion of a Participant's Account that is not
Vested, and occurs on the earlier of:

         (a) the distribution of the entire Vested portion of a Participant's
             Account. or

         (b) the last day of the Plan Year in which the Participant incurs five
             (5) consecutive



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             1-Year Breaks in Service.

         Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment. In addition, the term Forfeiture shall also include
amounts deemed to be Forfeitures pursuant to any other provision of this Plan.

1.25 "FORMER PARTICIPANT" means a person who has been a Participant, but who has
ceased to be a Participant for any reason.

1.26 "414(s) COMPENSATION" with respect to any Employee means his Compensation
as defined in Section 1.9. However, for purposes of this Section, Compensation
shall be Compensation paid and, if selected in the Adoption Agreement, shall
only be recognized as of an Employee's effective date of participation. If, in
connection with the adoption of any amendment, the definition of "414(s)
Compensation" has been modified, then for Plan Years prior to the Plan Year
which includes the adoption date of such amendment, "414(s) Compensation" means
compensation determined pursuant to the Plan Year in effect.

1.27 "415 COMPENSATION" means compensation as defined in Section 4.4(f)(2).

         If, in connection with the adoption of any amendment, the definition of
"415 Compensation" has been modified, then, for Plan Years prior to the Plan
Year which includes the adoption date of such amendment, "415 Compensation"
means compensation determined pursuant to the Plan then in effect.

1.28 "HIGHLY COMPENSATED EMPLOYEE" means an Employee described in Code Section
414(q) and the Regulations thereunder and generally means an Employee who
performed services for the Employer during the "determination year" and is in
one or more of the following groups:

         (a) Employees who at any time during the "determination year" or
         "look-back year" were "five percent owners" as defined in Section
         1.35(c).

         (b) Employees who received "415 Compensation" during the "look-back
         year" from the Employer in excess of $75,000.

         (c) Employees who received "415 Compensation" during the "look-back
         year" from the Employer in excess of $50,000 and were in the Top Paid
         Group of Employees for the Plan Year.

         (d) Employees who during the "look-back year" were officers of the
         Employer (as that term is defined within the meaning of the Regulations
         under Code Section 416) and received "415 Compensation" during the
         "look-back year" from the Employer greater than 50 percent of the limit
         in effect under Code Section 415(b)(1)(A) for any such Plan



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         Year. The number of officers shall be limited to the lesser of (i) 50
         employees; or (ii) the greater of 3 employees or 10 percent of all
         employees. If the Employer does not have at least one officer whose
         annual "415 Compensation" is in excess of 50 percent of the Code
         Section 415(b)(1)(A) limit, then the highest paid officer of the
         Employer will be treated as a Highly Compensated Employee.

         (e) Employees who are in the group consisting of the 100 Employees paid
         the greatest "415 Compensation" during the "determination year" and are
         also described in (b), (c) or (d) above when these paragraphs are
         modified to substitute "determination year" for "look-back year."

         The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period. However, if the Plan Year is a calendar year, or if another
Plan of the Employer so provides, then the "look-back year" shall be the
calendar year ending with or within the Plan Year for which testing is being
performed, and the "determination year" (if applicable) shall be the period of
time, if any, which extends beyond the "look-back year" and ends on the last day
of the Plan Year for which testing is being performed (the "lag period"). With
respect to this election, it shall be applied on a uniform and consistent basis
to all plans, entities, and arrangements of the Employer.

         For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made pursuant
to a salary reduction agreement, Code Section 403(b). Additionally, the dollar
threshold amounts specified in (b) and (c) above shall be adjusted at such time
and in such manner as is provided in Regulations. In the case of such an
adjustment, the dollar limits which shall be applied are those for the calendar
year in which the "determination year" or "look back year" begins.

         In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)) from the Employer constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, all Affiliated Employers shall be taken into account as a single
employer and Leased Employees within the meaning of Code Sections 414(n)(2) and
414(o)(2) shall be considered Employees unless such Leased Employees are covered
by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. The exclusion of Leased Employees for
this purpose shall be applied on a uniform and consistent basis for all of the
Employer's retirement plans. In addition, Highly Compensated Former Employees
shall be treated as Highly Compensated Employees without regard to whether they
performed services during the "determination year."

1.29 "HIGHLY COMPENSATED FORMER EMPLOYEE" means a former Employee who had a
separation year prior to the "determination year" and was a Highly Compensated
Employee in the year of separation from service or in any "determination year"
after attaining age 55. Notwithstanding the foregoing, an Employee who separated
from service prior to 1987 will be



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<PAGE>   12


treated as a Highly Compensated Former Employee only if during the separation
year (or year preceding the separation year) or any year after the Employee
attains age 55 (or the last year ending before the Employee's 55th birthday),
the Employee either received "415 Compensation" in excess of $50,000 or was a
"five percent owner." For purposes of this Section, "determination year," "415
Compensation" and "five percent owner" shall be determined in accordance with
Section 1.28. Highly Compensated Former Employees shall be treated as Highly
Compensated Employees. The method set forth in this Section for determining who
is a "Highly Compensated Former Employee" shall be applied on a uniform and
consistent basis for all purposes for which the Code Section 414(q) definition
is applicable.

1.30 "HIGHLY COMPENSATED PARTICIPANT" means any Highly Compensated Employee who
is eligible to participate in the Plan.

1.31 "HOUR OF SERVICE" means (1) each hour for which an Employee is directly or
indirectly compensated or entitled to compensation by the Employer for the
performance of duties during the applicable computation period; (2) each hour
for which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated.) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period; (3) each hour for
which back pay is awarded or agreed to by the Employer without regard to
mitigation of damages. The same Hours of Service shall not be credited both
under (1) or (2), as the case may be, and under (3).

         Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

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

         An Hour of Service must be counted for the purpose of determining a
Year of Service, a year of participation for purposes of accrued benefits, a
1-Year Break in Service, and employment commencement date (or reemployment
commencement date). The provisions of Department of Labor regulations
2530.200b-2(b) and (c) are incorporated herein by reference.



                                       8
<PAGE>   13


         Hours of Service will be credited for employment with all Affiliated
Employers and for any individual considered to be a Leased Employee pursuant to
Code Sections 414(n) or 414(o) and the Regulations thereunder.

         Hours of Service will be determined on the basis of the method selected
in the Adoption Agreement.

1.32 "INSURER" means any legal reserve insurance company which shall issue one
or more policies under the Plan.

1.33 "INVESTMENT MANAGER" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility
to the Plan in writing. Such entity must be a person, firm, or corporation
registered as an investment adviser under the Investment Advisers Act of 1940, a
bank, or an insurance company.

1.34 "JOINT AND SURVIVOR ANNUITY" means an annuity for the life of a Participant
with a survivor annuity for the life of the Participant's spouse which is not
less than 1/2, nor greater than the amount of the annuity payable during the
joint lives of the Participant and the Participant's spouse. The Joint and
Survivor Annuity will be the amount of benefit which can be purchased with the
Participant's Vested interest in the Plan.

1.35 "KEY EMPLOYEE" means an Employee as defined in Code Section 416(i) and the
Regulations thereunder. Generally, any Employee or former Employee (as well as
each of his Beneficiaries) is considered a Key Employee if he, at any time
during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

         (a) an officer of the Employer (as that term is defined within the
         meaning of the Regulations under Code Section 416) having annual "415
         Compensation" greater than 50 percent of the amount in effect under
         Code Section 415(b)( 1)(A) for any such Plan Year.

         (b) one of the ten employees having annual "415 Compensation" from the
         Employer for a Plan Year greater than the dollar limitation in effect
         under Code Section 415(c)(1)(A) for the calendar year in which such
         Plan Year ends and owning (or considered as owning within the meaning
         of Code Section 318) both more than one-half percent interest and the
         largest interests in the Employer.

         (c) a "five percent owner" of the Employer. "five percent owner" means
         any person who owns (or is considered as owning within the meaning of
         Code Section 318) more than five percent (5%) of the outstanding stock
         of the Employer or stock possessing more than five percent (5%) of the
         total combined voting power of all stock of the Employer or, in the
         case of an unincorporated business, any person who owns more than five
         percent (5%) of the capital or profits interest in the Employer. In
         determining percentage ownership hereunder, employers that would
         otherwise be aggregated under Code Sections 414(b), (c), (m) and (o)
         shall be treated as separate employers.



                                       9
<PAGE>   14


         (d) a "one percent owner" of the Employer having an annual "415
         Compensation" from the Employer of more than $150,000. "One percent
         owner" means any person who owns (or is considered as owning within the
         meaning of Code Section 318) more than one percent (1%) of the
         outstanding stock of the Employer or stock possessing more than one
         percent (1%) of the total combined voting power of all stock of the
         Employer or, in the case of an unincorporated business, any person who
         owns more than one percent (1 %) of the capital or profits interest in
         the Employer. In determining percentage ownership hereunder, employers
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate employers. However, in determining
         whether an individual has "415 Compensation" of more than $150,000,
         "415 Compensation" from each employer required to be aggregated under
         Code Sections 414(b), (c), (m) and (o) shall be taken into account.

         For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made pursuant
to a salary reduction agreement, Code Section 403(b).

1.36 "LATE RETIREMENT DATE" means the date of, or the first day of the month or
the Anniversary Date coinciding with or next following, whichever corresponds to
the election made for the Normal Retirement Date, a Participant's actual
retirement after having reached his Normal Retirement Date.

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

         A leased employee shall not be considered an Employee of the recipient
if, (i) such employee is covered by a money purchase pension plan providing: (1)
a nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined in Code Section 415(c)(3), but including amounts
contributed pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Code Sections 125, 402(a)(8), 402(h), or
403(b), (2) immediate participation, and (3) full and immediate vesting; and
(ii) leased employees do not constitute more than 20 percent of the recipient's
non-highly compensated workforce.

1.38 "NET PROFIT" means with respect to any Fiscal Year the Employer's net
income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income. or for
contributions made by the Employer to this Plan and any other qualified



                                       10
<PAGE>   15


plan.

1.39 "NON-ELECTIVE CONTRIBUTION" means the Employer's contributions to the Plan
other than those made pursuant to the Participant's deferral election made
pursuant to Section 11.2 and any Qualified Non-Elective Contribution. In
addition, if selected in E3 of the Adoption Agreement, the Employer's Matching
Contribution made pursuant to Section 4.3(b) shall be considered a Non-Elective
Contribution for purposes of the Plan.

1.40 "NON-HIGHLY COMPENSATED PARTICIPANT" means any Participant who is neither a
Highly Compensated Employee nor a Family Member.

1.41 "NON-KEY EMPLOYEE" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

1.42 "NORMAL RETIREMENT AGE" means the age specified in the Adoption Agreement
at which time a Participant shall become fully Vested in his Participant's
Account.

1.43 "NORMAL RETIREMENT DATE" means the date specified in the Adoption Agreement
on which a Participant shall become eligible to have his benefits distributed to
him.

1.44 "1-YEAR BREAK IN SERVICE" means the applicable computation period during
which an Employee has not completed more than 500 Hours of Service with the
Employer. Further, solely for the purpose of determining whether a Participant
has incurred a 1-Year Break in Service, Hours of Service shall be recognized for
"authorized leaves of absence" and "maternity and paternity leaves of absence."

         "Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established nondiscriminatory
policy, whether occasioned by illness, military service, or any other reason.

         A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-year break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

1.45 "OWNER-EMPLOYEE" means a sole proprietor who owns the entire interest in
the Employer or a partner who owns more than 10% of either the capital interest
or the profits



                                       11
<PAGE>   16


interest in the Employer and who receives income for personal services from the
Employer.

1.46 "PARTICIPANT" means any Eligible Employee who participates in the Plan as
provided in Section 3.2 and has not for any reason become ineligible to
participate further in the Plan.

1.47 "PARTICIPANT'S ACCOUNT" means the account established and maintained by the
Administrator for each Participant with respect to his total interest under the
Plan resulting from (a) the Employer's contributions in the case of a Profit
Sharing Plan or Money Purchase Plan, and (b) the Employer's Non-Elective
Contributions in the case of a 401(k) Profit Sharing Plan.

1.48 "PARTICIPANT'S COMBINED ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest under the Plan resulting from the Employer's contributions.

1.49 "PARTICIPANT'S ELECTIVE ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions and Qualified Non-Elective Contributions. A separate accounting
shall be maintained with respect to that portion of the Participant's Elective
Account attributable to Elective Contributions made pursuant to Section 11.2,
Employer matching contributions if they are deemed to be Elective Contributions,
and any Qualified Non-Elective Contributions.

1.50 "PARTICIPANT'S ROLLOVER ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from amounts transferred from another qualified
plan or "conduit" Individual Retirement Account in accordance with Section 4.6.

1.51 "PLAN" means this instrument (hereinafter referred to as The Angell Pension
Group, Inc. Regional Prototype Defined Contribution Pension Plan and Trust Basic
Plan Document #01) including all amendments thereto, and the Adoption Agreement
as adopted by the Employer.

1.52 "PLAN YEAR" means the Plan's accounting year as specified in C2 of the
Adoption Agreement.

1.53 "PRE-RETIREMENT SURVIVOR ANNUITY" means an immediate annuity for the life
of the Participant's spouse, the payments under which must be equal to the
actuarial equivalent of 50% of the Participant's Vested interest in the Plan as
of the date of death.

1.54 "QUALIFIED NON-ELECTIVE ACCOUNT" means the account established hereunder to
which Qualified Non-Elective Contributions are allocated.

1.55 "QUALIFIED NON-ELECTIVE CONTRIBUTION" means the Employer's contributions to
the Plan that are made pursuant to E5 of the Adoption Agreement and Section
11.1(d) which are used to satisfy the "Actual Deferral Percentage" tests.
Qualified Non-Elective Contributions are non-forfeitable when made and are
distributable only as specified in Sections 11.2(c) and 11.8. In



                                       12
<PAGE>   17


addition, the Employer's contributions to the Plan that are made pursuant to
Section 11.7(h) and which are used to satisfy the "Actual Contribution
Percentage" tests shall be considered Qualified Non-Elective Contributions.

1.56 "QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT" means the account
established and maintained by the Administrator for each Participant with
respect to his total interest under the Plan resulting from the Participant's
tax deductible qualified voluntary employee contributions made pursuant to
Section 4.9.

1.57 "REGULATION" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

1.58 "RETIRED PARTICIPANT" means a person who has been a Participant, but who
has become entitled to retirement benefits under the Plan.

1.59 "RETIREMENT DATE" means the date as of which a Participant retires for
reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date, Early or Late Retirement Date
(see Section 6.1),

1.60 "SELF-EMPLOYED INDIVIDUAL" means an individual who has earned income for
the taxable year from the trade or business for which the Plan is established,
and, also, an individual who would have had earned income but for the fact that
the trade or business had no net profits for the taxable year. A Self-Employed
Individual shall be treated as an Employee.

1.61 "SHAREHOLDER-EMPLOYEE" means a Participant who owns more than five percent
(5%) of the Employer's outstanding capital stock during any year in which the
Employer elected to be taxed as a Small Business Corporation under the
applicable Code Section.

1.62 "SHORT PLAN YEAR" means, if specified in the Adoption Agreement, that the
Plan Year shall be less than a 12 month period. If chosen, the following rules
shall apply in the administration of this Plan. In determining whether an
Employee has completed a Year of Service for benefit accrual purposes in the
Short Plan Year, the number of the Hours of Service required shall be
proportionately reduced based on the number of days in the Short Plan Year. The
determination of whether an Employee has completed a Year of Service for vesting
and eligibility purposes shall be made in accordance with Department of Labor
Regulation 2530.203-2(c). In addition, if this Plan is integrated with Social
Security, the integration level shall also be proportionately reduced based on
the number of days in the Short Plan Year.

1.63 "SUPER TOP HEAVY PLAN" means a plan described in Section 2.2(b).

1.64 "TAXABLE WAGE BASE" means, with respect to any year, the maximum amount of
earnings which may be considered wages for such year under Code Section
3121(a)(1).

1.65 "TERMINATED PARTICIPANT" means a person who has been a Participant, but
whose employment has been terminated other than by death, Total and Permanent
Disability or



                                       13
<PAGE>   18


retirement.

1.66 "TOP HEAVY PLAN" means a plan described in Section 2.2(a).

1.67 "TOP HEAVY PLAN YEAR" means a Plan Year commencing after December 31, 1983
during which the Plan is a Top Heavy Plan.

1.68 "TOP PAID GROUP" shall be determined pursuant to Code Section 414(q) and
the Regulations thereunder and generally means the top 20 percent of Employees
who performed services for the Employer during the applicable year, ranked
according to the amount of "415 Compensation" (as determined pursuant to Section
1.28) received from the Employer during such year. All Affiliated Employers
shall be taken into account as a single employer, and Leased Employees shall be
treated as Employees pursuant to Code Section 414(n) or (o). Employees who are
non-resident aliens who received no earned income (within the meaning of Code
Section 911(d)(2)) from the Employer constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, for the purpose of determining the number of active Employees in
any year, the following additional Employees shall also be excluded; however,
such Employees shall still be considered for the purpose of identifying the
particular Employees in the Top Paid Group:

         (a) Employees with less than six (6) months of service;

         (b) Employees who normally work less than 17 1/2 hours per week;

         (c) Employees who normally work less than six (6) months during a year:
             and

         (d) Employees who have not yet attained age 21.

         In addition, if 90 percent or more of the Employees of the Employer are
covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and the
Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

         The foregoing exclusions set forth in this Section shall be applied on
a uniform and consistent basis for all purposes for which The Code Section
414(q) definition is applicable.

1.69 "TOTAL AND PERMANENT DISABILITY" means the inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or which has lasted or
can be expected to last for a continuous period of not less than 12 months. The
disability of a Participant shall be determined by a licensed physician chosen
by the Administrator. However, if the condition constitutes total disability
under the federal Social Security Acts, the Administrator may rely upon such
determination that the Participant is Totally and Permanently Disabled for the
purposes of this



                                       14
<PAGE>   19


Plan. The determination shall be applied uniformly to all Participants.

1.70 "TRUSTEE" means the person or entity named in B6 of the Adoption Agreement
and any successors.

1.71 "TRUST FUND" means the assets of the Plan and Trust as the same shall exist
from time to time.

1.72 "VESTED" means the non-forfeitable portion of any account maintained on
behalf of a Participant.

1.73 "VOLUNTARY CONTRIBUTION ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's nondeductible voluntary
contributions made pursuant to Section 4.7.

1.74 "YEAR OF SERVICE" means the computation period of twelve (12) consecutive
months, herein set forth, and during which an Employee has completed at least
1000 Hours of Service.

         For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service (employment commencement date). The computation period beginning after a
1-Year Break in Service shall be measured from the date on which an Employee
again performs an Hour of Service. The succeeding computation periods shall
begin with the first anniversary of the Employee's employment commencement date.
However, if one (1) Year of Service or less is required as a condition of
eligibility, then after the initial eligibility computation period, the
eligibility computation period shall shift to the current Plan Year which
includes the anniversary of the date on which the Employee first performed an
Hour of Service. An Employee who is credited with 1,000 Hours of Service in both
the initial eligibility computation period and the First Plan Year which
commences prior to the first anniversary of the Employee's initial eligibility
computation period will be credited with two Years of Service for purposes of
eligibility to participate.

         For vesting purposes, and all other purposes not specifically addressed
in this Section, the computation period shall be the Plan Year, including
periods prior to the Effective Date of the Plan unless specifically excluded
pursuant to the Adoption Agreement.

         Years of Service and breaks in service will be measured on the same
computation period.

         Years of Service with any predecessor Employer which maintained this
Plan shall be recognized. Years of Service with any other predecessor Employer
shall be recognized as specified in the Adoption Agreement.

         Years of Service with any Affiliated Employer shall be recognized.




                                       15
<PAGE>   20


                                   ARTICLE II
                     TOP HEAVY PROVISIONS AND ADMINISTRATION

2.1      TOP HEAVY PLAN REQUIREMENTS

         For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and the
special minimum allocation requirements of Code Section 416(c) pursuant to
Section 4.3(i) of the Plan.

2.2      DETERMINATION OF TOP HEAVY STATUS

         (a) This Plan shall be a Top Heavy Plan for any Plan Year beginning
         after December 31, 1983, in which, as of the Determination Date, (1)
         the Present Value of Accrued Benefits of Key Employees and (2) the sum
         of the Aggregate Accounts of Key Employees under this Plan and all
         plans of an Aggregation Group, exceeds sixty percent (60%) of the
         Present Value of Accrued Benefits and the Aggregate Accounts of all Key
         and Non-Key Employees under this Plan and all plans of an Aggregation
         Group.

                  If any Participant is a Non-Key Employee for any Plan Year,
         but such Participant was a Key Employee for any prior Plan Year, such
         Participant's Present Value of Accrued Benefit and/or Aggregate Account
         balance shall not be taken into account for purposes of determining
         whether this Plan is a Top Heavy or Super Top Heavy Plan (or whether
         any Aggregation Group which includes this Plan is a Top Heavy Group).
         In addition, if a Participant or Former Participant has not performed
         any services for any Employer maintaining the Plan at any time during
         the five year period ending on the Determination Date, any accrued
         benefit for such Participant or Former Participant shall not be taken
         into account for the purposes of determining whether this Plan is a Top
         Heavy or Super Top Heavy Plan.

         (b) This Plan shall be a Super Top Heavy Plan for any Plan Year
         beginning after December 31, 1983, in which, as of the Determination
         Date, (1) the Present Value of Accrued Benefits of Key Employees and
         (2) the sum of the Aggregate Accounts of Key Employees under this Plan
         and all plans of an Aggregation Group, exceeds ninety percent (90%) of
         the Present Value of Accrued Benefits and the Aggregate Accounts of all
         Key and Non-Key Employees under this Plan and all plans of an
         Aggregation Group.

         (c) Aggregate Account: A Participant's Aggregate Account as of the
         Determination Date is the sum of:

                  (1) his Participant's Combined Account balance as of the most
                  recent valuation occurring within a twelve (12) month period
                  ending on the Determination Date;

                  (2) for a Profit Sharing Plan, an adjustment for any
                  contributions due as of the Determination Date. Such
                  adjustment shall be the amount of any contributions



                                       16
<PAGE>   21


                  actually made after the valuation date but before the
                  Determination Date, except for the First Plan Year when such
                  adjustment shall also reflect the amount of any contributions
                  made after the Determination Date that are allocated as of a
                  date in that first Plan Year:

                  (3) for a Money Purchase Plan, contributions that would be
                  allocated as of a date not later than the Determination Date.
                  even though those amounts are not yet made or required to be
                  made.

                  (4) any Plan distributions made within the Plan Year that
                  includes the Determination Date or within the four (4)
                  preceding Plan Years. However, in the case of distributions
                  made after the valuation date and prior to the Determination
                  Date, such distributions are not included as distributions for
                  top heavy purposes to the extent that such distributions are
                  already included in the Participant's Aggregate Account
                  balance as of the valuation date. In the case of a
                  distribution of an annuity Contract, the amount of such
                  distribution is deemed to be the current actuarial value of
                  the Contract, determined on the date of the distribution.
                  Notwithstanding anything herein to the contrary, all
                  distributions, including distributions made prior to January
                  1, 1984, and distributions under a terminated plan which if it
                  had not been terminated would have been required to be
                  included in an Aggregation Group, will be counted. Further,
                  distributions from the Plan (including the cash value of life
                  insurance policies) of a Participant's account balance because
                  of death shall be treated as a distribution for the purpose of
                  this paragraph.

                  (5) any Employee contributions, whether voluntary or
                  mandatory. However, amounts attributable to tax deductible
                  qualified voluntary employee contributions shall not be
                  considered to be a part of the Participant's Aggregate Account
                  balance.

                  (6) with respect to unrelated rollovers and plan-to-plan
                  transfers (ones which are both initiated by the Employee and
                  made from a plan maintained by one employer to a plan
                  maintained by another employer), if this Plan provides the
                  rollovers or plan-to-plan transfers, it shall always consider
                  such rollovers or plan-to-plan transfers as a distribution for
                  the purposes of this Section. If this Plan is the plan
                  accepting such rollovers or plan-to-plan transfers, it shall
                  not consider such rollovers or plan-to-plan transfers accepted
                  after December 31, 1983 as part of the Participant's Aggregate
                  Account balance. However, rollovers or plan-to-plan transfers
                  accepted prior to January 1, 1984 shall be considered as part
                  of the Participant's Aggregate Account balance.

                  (7) with respect to related rollovers and plan-to-plan
                  transfers (ones either not initiated by the Employee or made
                  to a plan maintained by the same employer), if this Plan
                  provides the rollover or plan-to-plan transfer, it shall not
                  be counted as a distribution for purposes of this Section. If
                  this Plan is the plan accepting such



                                       17
<PAGE>   22


                  rollover or plan-to-plan transfer, it shall consider such
                  rollover or plan-to-plan transfer as part of the Participant's
                  Aggregate Account balance, irrespective of the date on which
                  such rollover or plan-to-plan transfer is accepted.

                  (8) For the purposes of determining whether two employers are
                  to be treated as the same employer in 2.2(c)(6) and 2.2(c)(7)
                  above, all employers aggregated under Code Section 414(b),
                  (c), W and (o) are treated as the same employer.

         (d) "Aggregation Group" means either a Required Aggregation Group or a
         Permissive Aggregation Group as hereinafter determined.

                  (1) Required Aggregation Group: In determining a Required
                  Aggregation Group hereunder, each qualified plan of the
                  Employer, including any Simplified Employee Pension Plan, in
                  which a Key Employee is a participant in the Plan Year
                  containing the Determination Date or any of the four preceding
                  Plan Years, and each other qualified plan of the Employer
                  which enables any qualified plan in which a Key Employee
                  participates to meet the requirements of Code Sections
                  401(a)(4) or 4 10, will be required to be aggregated. Such
                  group shall be known as a Required Aggregation Group.

                           In the case of a Required Aggregation Group, each
                  plan in the group will be considered a Top Heavy Plan if the
                  Required Aggregation Group is a Top Heavy Group. No plan in
                  the Required Aggregation Group will be considered a Top Heavy
                  Plan if the Required Aggregation Group is not a Top Heavy
                  Group.

                  (2) Permissive Aggregation Group: The Employer may also
                  include any other plan of the Employer, including any
                  Simplified Employee Pension Plan, not required to be included
                  in the Required Aggregation Group, provided the resulting
                  group, taken as a whole, would continue to satisfy the
                  provisions of Code Sections 401(a)(4) and 410. Such group
                  shall be known as a Permissive Aggregation Group.

                           In the case of a Permissive Aggregation Group, only a
                  plan that is part of the Required Aggregation Group will be
                  considered a Top Heavy Plan if the Permissive Aggregation
                  Group is a Top Heavy Group. No plan in the Permissive
                  Aggregation Group will be considered a Top Heavy Plan if the
                  Permissive Aggregation Group is not a Top Heavy Group.

                  (3) Only those plans of the Employer in which the
                  Determination Dates fall within the same calendar year shall
                  be aggregated in order to determine whether such plans are Top
                  Heavy Plans.

                  (4) An Aggregation Group shall include any terminated plan of
                  the Employer if it was maintained within the last five (5)
                  years ending on the Determination Date.



                                       18
<PAGE>   23


         (e) "Determination Date" means (a) the last day of the preceding Plan
         Year, or (b) in the case of the first Plan Year, the last day of such
         Plan Year.

         (f) Present Value of Accrued Benefit: In the case of a defined benefit
         plan, the Present Value of Accrued Benefit for a Participant other than
         a Key Employee shall be as determined using the single accrual method
         used for all plans of the Employer and Affiliated Employers, or if no
         such single method exists, using a method which results in benefits
         accruing not more rapidly than the slowest accrual rate permitted under
         Code Section 411(b)(1)(C). The determination of the Present Value of
         Accrued Benefit shall 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.

                  However, any such determination must include present value of
         accrued benefit attributable to any Plan distributions referred to in
         Section 2.2(c)(4) above, any Employee contributions referred to in
         Section 2.2(c)(5) above or any related or unrelated rollovers referred
         to in Sections 2.2(c)(6) and 2.2(c)(7) above.

         (g) "Top Heavy Group" means an Aggregation Group in which, as of the
         Determination Date, the sum of:

                  (1) the Present Value of Accrued Benefits of Key Employees
                  under all defined benefit plans included in the group, and

                  (2) the Aggregate Accounts of Key Employees under all defined
                  contribution plans included in the group,

         exceeds sixty percent (60%) of a similar sum determined for all
         Participants.

         (h) The Administrator shall determine whether this Plan is a Top Heavy
         Plan on the Anniversary Date specified in the Adoption Agreement. Such
         determination of the top heavy ratio shall be in accordance with Code
         Section 416 and the Regulations thereunder.

2.3      POWERS AND RESPONSIBILITIES OF THE EMPLOYER

         (a) The Employer shall be empowered to appoint and remove the Trustee
         and the Administrator from time to time as it deems necessary for the
         proper administration of the Plan to assure that the Plan is being
         operated for the exclusive benefit of the Participants and their
         Beneficiaries in accordance with the terms of the Plan, the Code, and
         the Act.

         (b) The Employer shall establish a "funding policy and method," i.e.,
         it shall determine whether the Plan has a short run need for liquidity
         (e.g., to pay benefits) or



                                       19
<PAGE>   24


         whether liquidity is a long run goal and investment growth (and
         stability of same) is a more current need, or shall appoint a qualified
         person to do so. The Employer or its delegate shall communicate such
         needs and goals to the Trustee, who shall coordinate such Plan needs
         with its investment policy. The communication of such a "funding policy
         and method" shall not, however, constitute a directive to the Trustee
         as to investment of the Trust Funds. Such "funding policy and method"
         shall be consistent with the objectives of this Plan and with the
         requirements of Title I of the Act.

         (c) The Employer may, in its discretion, appoint an Investment Manager
         to manage all or a designated portion of the assets of the Plan. In
         such event, the Trustee shall follow the directive of the Investment
         Manager in investing the assets of the Plan managed by the Investment
         Manager.

         (d) The Employer shall periodically review the performance of any
         Fiduciary or other person to whom duties have been delegated or
         allocated by it under the provisions of this Plan or pursuant to
         procedures established hereunder. This requirement may be satisfied by
         formal periodic review by the Employer or by a qualified person
         specifically designated by the Employer, through day-to-day conduct and
         evaluation, or through other appropriate ways.

2.4      DESIGNATION OF ADMINISTRATIVE AUTHORITY

         The Employer shall appoint one or more Administrators. Any person,
including, but not limited to, the Employees of the Employer, shall be eligible
to serve as an Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. An Administrator may
resign by delivering his written resignation to the Employer or be removed by
the Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified.

         The Employer, upon the resignation or removal of an Administrator,
shall promptly designate in writing a successor to this Position. If the
Employer does not appoint an Administrator. the Employer will function as the
Administrator.

2.5      ALLOCATION AND DELEGATION OF

         If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator. In the event that no such delegation
is made by the Employer, the Administrators may allocate the responsibilities
among themselves, in which event the Administrators shall notify the Employer
and the Trustee in writing of such action and Specify the responsibilities of
each Administrator. The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation of
such designation.

2.6      POWERS AND DUTIES OF THE ADMINISTRATOR



                                       20
<PAGE>   25


         The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and determine all questions arising in connection
with the administration, interpretation, and application of the Plan. Any such
determination by the Administrator shall be conclusive and binding upon all
persons. The Administrator may establish procedures, correct any defect, supply
any information, or reconcile any inconsistency in such manner and to such
extent as shall be deemed necessary or advisable to carry out the purpose of the
Plan; provided, however, that any procedure, discretionary act, interpretation
or construction shall be done in a nondiscriminatory manner based upon uniform
principles consistently applied and shall be consistent with the intent that the
Plan shall continue to be deemed a qualified plan under the terms of Code
Section 401(a), and shall comply with the terms of the Act and all regulations
issued pursuant thereto. The Administrator shall have all powers necessary or
appropriate to accomplish his duties under this Plan.

         The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

         (a) the discretion to determine all questions relating to the
         eligibility of Employees to participate or remain a Participant
         hereunder and to receive benefits under the Plan;

         (b) to compute, certify, and direct the Trustee with respect to the
         amount and the kind of benefits to which any Participant shall be
         entitled hereunder;

         (c) to authorize and direct the Trustee with respect to all
         non-discretionary or otherwise directed disbursements from the Trust
         Fund;

         (d) to maintain all necessary records for the administration of the
         Plan;

         (e) to interpret the provisions of the Plan and to make and publish
         such rules for regulation of the Plan as are consistent with the terms
         hereof;

         (f) to determine the size and type of any Contract to be purchased from
         any Insurer, and to designate the Insurer from which such Contract
         shall be purchased;

         (g) to compute and certify to the Employer and to the Trustee from time
         to time the sums of money necessary or desirable to be contributed to
         the Trust Fund;

         (h) to consult with the Employer and the Trustee regarding the short
         and long-term liquidity needs of the Plan in order that the Trustee can
         exercise any investment discretion in a manner designed to accomplish
         specific objectives;

         (i) to prepare and distribute to Employees a procedure for notifying
         Participants and Beneficiaries of their rights to elect Joint and
         Survivor Annuities and Pre-Retirement



                                       21
<PAGE>   26


         Survivor Annuities if required by the Code and Regulations thereunder;

         (j) to assist any Participant regarding his rights, benefits, or
         elections available under the Plan.

2.7      RECORDS AND REPORTS

         The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, and other data that may be necessary
for proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.

2.8      APPOINTMENT OF ADVISERS

         The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, and other persons as
the Administrator or the Trustee deems necessary or desirable in connection with
the administration of this Plan.

2.9      INFORMATION FROM EMPLOYER

         To enable the Administrator to perform his functions, the Employer
shall supply full and timely information to the Administrator on all matters
relating to the Compensation of all Participants, their Hours of Service, their
Years of Service, their retirement, death, disability, or termination of
employment, and such other pertinent facts as the Administrator may require; and
the Administrator shall advise the Trustee of such of the foregoing facts as may
be pertinent to the Trustee's duties under the Plan. The Administrator may rely
upon such information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

2.10     PAYMENT OF EXPENSES

         All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs of
administering the Plan. Until paid, the expenses shall constitute a liability of
the Trust Fund. However, the Employer may reimburse the Trust Fund for any
administration expense incurred. Any administration expense paid to the Trust
Fund as a reimbursement shall not be considered an Employer contribution.

2.11     MAJORITY ACTIONS

         Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.



                                       22
<PAGE>   27


2.12     CLAIMS PROCEDURE

         Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

2.13     CLAIMS REVIEW PROCEDURE

         Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.12
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator a written request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes his claim should be allowed, shall be filed with the Administrator no
later than 60 days after receipt of the written notification provided for in
Section 2.12. The Administrator shall then conduct a hearing within the next 60
days, at which the claimant may be represented by an attorney or any other
representative of his choosing and expense and at which the claimant shall have
an opportunity to submit written and oral evidence and arguments in support of
his claim. At the hearing (or prior thereto upon 5 business days written notice
to the Administrator) the claimant or his representative shall have an
opportunity to review all documents in the possession of the Administrator which
are pertinent to the claim at issue and its disallowance. Either the claimant or
the Administrator may cause a court reporter to attend the hearing and record
the proceedings. In such event, a complete written transcript of the proceedings
shall be furnished to both parties by the court reporter. The full expense of
any such court reporter and such transcripts shall be borne by the party causing
the court reporter to attend the hearing. A final decision as to the allowance
of the claim shall be made by the Administrator within 60 days of receipt of the
appeal (unless there has been an extension of 60 days due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the 60 day period). Such communication
shall be written in a manner calculated to be understood by the claimant and
shall include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based.



                                       23
<PAGE>   28


                                   ARTICLE III
                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY

         Any Eligible Employee shall be eligible to participate hereunder on the
date he has satisfied the requirements specified in the Adoption Agreement.

3.2      EFFECTIVE DATE OF PARTICIPATION

         An Eligible Employee who has become eligible to be a Participant shall
become a Participant effective as of the day specified in the Adoption
Agreement.

         In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant shall go from a
classification of a non-eligible Employee to an Eligible Employee, such Employee
shall become a Participant as of the date he becomes an Eligible Employee.

         In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise become a Participant shall go from a
classification of an Eligible Employee to a non-eligible Employee and becomes
ineligible to participate and has not incurred a 1-year break in Service, such
Employee shall participate in the Plan as of the date he returns to an eligible
class of Employees. If such Employee does incur a 1-Year Break in Service,
eligibility will be determined under the Break in Service rules of the Plan.

3.3      DETERMINATION OF ELIGIBILITY

         The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.13.

3.4      TERMINATION OF ELIGIBILITY

         In the event a Participant shall go from a classification of an
Eligible Employee to an ineligible Employee, such Former Participant shall
continue to vest in his interest in the Plan for each Year of Service completed
while a non-eligible Employee, until such time as his Participant's Account
shall be forfeited or distributed pursuant to the terms of the Plan.
Additionally, his interest in the Plan shall continue to share in the earnings
of the Trust Fund.

3.5      OMISSION OF ELIGIBLE EMPLOYEE

         If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution, if



                                       24
<PAGE>   29


necessary after the application of Section 4.3(e), so that the omitted Employee
receives a total amount which the said Employee would have received had he not
been omitted. Such contribution shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under applicable provisions
of the Code.

3.6      INCLUSION OF INELIGIBLE EMPLOYEE

         If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
Employer shall not be entitled to recover the contribution made with respect to
the ineligible person regardless of whether or not a deduction is allowable with
respect to such contribution. In such event, the amount contributed with respect
to the ineligible person shall constitute a Forfeiture for the Plan Year in
which the discovery is made.

3.7      ELECTION NOT TO PARTICIPATE

         An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be communicated to the Employer, in writing, at least thirty (30) days before
the beginning of a Plan Year. For Standardized Plans, a Participant or an
Eligible Employee may not elect not to participate. Furthermore, the foregoing
election not to participate shall not be available with respect to partners in a
partnership.

3.8      CONTROL OF ENTITIES BY OWNER-EMPLOYEE

         (a) If this Plan provides contributions or benefits for one or more
         Owner-Employees who control both the business for which this Plan is
         established and one or more other entities, this Plan and the plan
         established for other trades or businesses must, when looked at as a
         single Plan, satisfy Code Sections 401(a) and (d) for the Employees of
         this and all other entities.

         (b) If the Plan provides contributions or benefits for one or more
         Owner-Employees who control one or more other trades or businesses. the
         employees of the other trades or businesses must be included in a plan
         which satisfies Code Sections 401(a) and (d) and which provides
         contributions and benefits not less favorable than provided for
         Owner-Employees under this Plan.

         (c) If an individual is covered as an Owner-Employee under the plans of
         two or more trades or businesses which are not controlled and the
         individual controls a trade or business, then the benefits or
         contributions of the employees under the plan of the trades or
         businesses which are controlled must be as favorable as those provided
         for him under the most favorable plan of the trade or business which is
         not controlled.

         (d) For purposes of the preceding paragraphs, an Owner-Employee, or two
         or more Owner-Employees, will be considered to control an entity if the
         Owner-Employee, or two



                                       25
<PAGE>   30


         or more Owner-Employees together:

                  (1) own the entire interest in an unincorporated entity, or

                  (2) in the case of a partnership, own more than 50 percent of
                  either the capital interest or the profits interest in the
                  partnership.

         (e) For purposes of the preceding sentence, an Owner-Employee, or two
         or more Owner-Employees shall be treated as owning any interest in a
         partnership which is owned, directly or indirectly, by a partnership
         which such Owner-Employee, or such two or more Owner-Employees, are
         considered to control within the meaning of the preceding sentence.




                                       26
<PAGE>   31


                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

         (a)      For a Money Purchase Plan:

                  (1) The Employer shall make contributions over such period of
                  years as the Employer may determine on the following basis. On
                  behalf of each Participant eligible to share in allocations,
                  for each year of his participation in this Plan, the Employer
                  shall contribute the amount specified in the Adoption
                  Agreement. All contributions by the Employer shall be made in
                  cash or in such property as is acceptable to the Trustee. The
                  Employer shall be required to obtain a waiver from the
                  Internal Revenue Service for any Plan Year in which it is
                  unable to make the full required contribution to the Plan. In
                  the event a waiver is obtained, this Plan shall be deemed to
                  be an individually designed plan.

                  (2) For any Plan Year beginning prior to January 1, 1990, and
                  if elected in the non-standardized Adoption Agreement for any
                  Plan Year beginning on or after January 1, 1990, the Employer
                  shall not contribute on behalf of a Participant who performs
                  less than a Year of Service during any Plan Year, unless there
                  is a Short Plan Year or a contribution is required pursuant to
                  4.3(h).

                  (3) Notwithstanding the foregoing, the Employer's contribution
                  for any Fiscal Year shall not exceed the maximum amount
                  allowable as a deduction to the Employer under the provisions
                  of Code Section 404. However, to the extent necessary to
                  provide the top heavy minimum allocations, the Employer shall
                  make a contribution even if it exceeds the amount which is
                  deductible under Code Section 404.

         (b)      For a Profit Sharing Plan:

                  (1) For each Plan Year, the Employer shall contribute to the
                  Plan such amount as specified by the Employer in the Adoption
                  Agreement. Notwithstanding the foregoing, however, the
                  Employer's contribution for any Fiscal Year shall not exceed
                  the maximum amount allowable as a deduction to the Employer
                  under the provisions of Code Section 404. All contributions by
                  the Employer shall be made in cash or in such property as is
                  acceptable to the Trustee.

                  (2) Except, however, to the extent necessary to provide the
                  top heavy minimum allocations, the Employer shall make a
                  contribution even if it exceeds current or accumulated Net
                  Profit or the amount which is deductible under Code Section
                  404.

4.2      TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION



                                       27
<PAGE>   32


         The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including extensions
of time, for the filing of the Employer's federal income tax return for the
Fiscal Year.

4.3      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

         (a) The Administrator shall establish and maintain an account in the
         name of each Participant to which the Administrator shall credit as of
         each Anniversary Date, or other valuation date, all amounts allocated
         to each such Participant as set forth herein.

         (b) The Employer shall provide the Administrator with all information
         required by the Administrator to make a proper allocation of the
         Employer's contributions for each Plan Year. within a reasonable period
         of time after the date of receipt by the Administrator of such
         information, the Administrator shall allocate such contribution as
         follows:

                  (1)      For a Money Purchase Plan:

                           (i) The Employer's Contribution shall be allocated to
                  each Participant's Combined Account in the manner set forth in
                  Section 4.1 herein and as specified in Section E2 of the
                  Adoption Agreement.

                  (2)      For an Integrated Profit Sharing Plan:

                           (i) The Employer's contribution shall be allocated to
                           each Participant's Account, except as provided in
                           Section 4.3(f), in a dollar amount equal to 5.7% of
                           the sum of each Participant's total Compensation plus
                           Excess Compensation. If the Employer does not
                           contribute such amount for all Participants, each
                           Participant will be allocated a share of the
                           contribution in the same proportion that his total
                           Compensation plus his total Excess Compensation for
                           the Plan Year bears to the total Compensation plus
                           the total Excess Compensation of all Participants for
                           that year.

                                    Regardless of the preceding, 4.3% shall be
                           substituted for 5.7% above if Excess Compensation is
                           based on more than 20% and less than or equal to 80%
                           of the Taxable Wage Base. If Excess Compensation is
                           based on less than 100% and more than 80% of the
                           Taxable Wage Base, then 5.4% shall be substituted for
                           5.7% above.

                           (ii) The balance of the Employer's contribution over
                           the amount allocated above, if any, shall be
                           allocated to each Participant's Combined Account in
                           the same proportion that his total Compensation for
                           the Year bears to the total Compensation of all
                           Participants for such year.



                                       28
<PAGE>   33


                           (iii) Except, however, for any Plan Year beginning
                           prior to January 1, 1990, and if elected in the
                           non-standardized Adoption Agreement for any Plan Year
                           beginning on or after January, 1, 1990, a Participant
                           who performs less than a Year of Service during any
                           Plan Year shall not share in the Employer's
                           contribution for that year, unless there is a Short
                           Plan Year or a contribution is required pursuant to
                           Section 4.3(h).

                  (3)      For a Non-Integrated Profit Sharing Plan:

                           (i) The Employer's contribution shall be allocated to
                           each Participant's Account in the same proportion
                           that each such Participant's Compensation for the
                           year bears to the total Compensation of 0
                           Participants for such year.

                           (ii) Except, however, for any Plan Year beginning
                           prior to January 1, 1990, and if elected in the
                           non-standardized Adoption Agreement for any Plan Year
                           beginning on or after January 1, 1990, a Participant
                           who performs less than a Year of Service during any
                           Plan Year shall not share in the Employer's
                           contribution for that year, unless there is a Short
                           Plan Year or a contribution is required pursuant to
                           Section 4.3(h).

         (c) As of each Anniversary Date or other valuation date, before
         allocation of Employer contributions and Forfeitures, any earnings or
         losses (net appreciation or net depreciation) of the Trust Fund shall
         be allocated in the same proportion that each Participant's and Former
         Participant's non-segregated accounts bear to the total of all
         Participants' and Former Participants' non-segregated accounts as of
         such date. If any non-segregated account of a Participant has been
         distributed prior to the Anniversary Date or other valuation date
         subsequent to a Participant's termination of employment, no earnings or
         losses shall be credited to such account.

                  Notwithstanding the above, with respect to contributions made
         to the Plan after the previous Anniversary Date or allocation date, the
         method specified in the Adoption Agreement shall be used.

         (d) Participants' Accounts shall be debited for any insurance or
         annuity premiums paid, if any, and credited with any dividends or
         interest received on insurance contracts.

         (e) As of each Anniversary Date any amounts which became Forfeitures
         since the last Anniversary Date shall first be made available to
         reinstate previously forfeited account balances of Former Participants,
         if any, in accordance with Section 6.4(g)(2) or be used to satisfy any
         contribution that may be required pursuant to Section 3.5 and/or 6.9.
         The remaining Forfeitures, if any, shall be treated in accordance with
         the Adoption Agreement. Provided, however, that in the event the
         allocation of Forfeitures provided herein shall cause the "annual
         addition" (as defined in Section 4.4) to any Participant's



                                       29
<PAGE>   34


         Account to exceed the amount allowable by the Code, the excess shall be
         reallocated in accordance with Section 4.5. Except, however, for any
         Plan Year beginning prior to January 1, 1990, and if elected in the
         non-standardized Adoption Agreement for any Plan Year beginning on or
         after January 1, 1990, a Participant who performs less than a Year of
         Service during any Plan Year shall not share in the Plan Forfeitures
         for that year, unless there is a Short Plan Year or a contribution
         required pursuant to Section 4.3(h).

         (f) Minimum Allocations Required for Top Heavy Plan Years:
         Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
         the Employer's contributions and Forfeitures allocated to the
         Participant's Combined Account of each Non-Key Employee shall be equal
         to at least three percent (3%) of such Non-Key Employee's "415
         Compensation" (reduced by contributions and forfeitures, if any,
         allocated to each Non-Key Employee in any defined contribution plan
         included with this plan in a Required Aggregation Group). However, if
         (i) the sum of the Employer's contributions and Forfeitures allocated
         to the Participant's Combined Account of each Key Employee for such Top
         Heavy Plan Year is less than three percent (3%) of each Key Employee's
         "415 Compensation" and (ii) 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 410, the sum of the
         Employer's contributions and Forfeitures allocated to the Participant's
         Combined Account of each Non-Key Employee shall be equal to the largest
         percentage allocated to the Participant's Combined Account of any Key
         Employee.

                  However, for each Non-Key Employee who is a Participant in a
         paired Profit Sharing Plan or 401(k) Profit Sharing Plan and a paired
         Money Purchase Plan, the minimum 3% allocation specified above shall be
         provided in the Money Purchase Plan.

                  If this is an integrated Plan, then for any Top Heavy Plan
         Year the Employer's contribution shall be allocated as follows:

                  (1) An amount equal to 3% multiplied by each Participant's
                  Compensation for the Plan Year shall be allocated to each
                  Participant's Account. If the Employer does not contribute
                  such amount for all Participants, the amount shall be
                  allocated to each Participant's Account in the same proportion
                  that his total Compensation for the Plan Year bears to the
                  total Compensation of all Participants for such year.

                  (2) The balance of the Employer's contribution over the amount
                  allocated under subparagraph (1) hereof shall be allocated to
                  each Participant's Account in a dollar amount equal to 3%
                  multiplied by a Participant's Excess Compensation. If the
                  Employer does not contribute such amount for all Participants,
                  each Participant will be allocated a share of the contribution
                  in the same proportion that his Excess Compensation bears to
                  the total Excess Compensation of all Participants for that
                  year.

                  (3) The balance of the Employer's contribution over the amount
                  allocated under subparagraph (2) hereof shall be allocated to
                  each Participant's Account in



                                       30
<PAGE>   35


                  a dollar amount equal to 2.7% multiplied by the sum of each
                  Participant's total Compensation plus Excess Compensation. If
                  the Employer does not contribute such amount for all
                  Participants, each Participant will be allocated a share of
                  the contribution in the same proportion that his total
                  Compensation plus his total Excess Compensation for the Plan
                  Year bears to the total Compensation plus the total Excess
                  Compensation of all Participants for that year.

                           Regardless of the preceding, 1.3% shall be
                  substituted for 2.7% above if Excess Compensation is based on
                  more than 20% and less than or equal to 80% of the Taxable
                  Wage Base. If Excess Compensation is based on less than 100%
                  and more than 80% of the Taxable Wage Base, then 2.4% shall be
                  substituted for 2.7% above.

                  (4) The balance of the Employer's contributions over the
                  amount allocated above, if any, shall be allocated to each
                  Participant's Account in the same proportion that his total
                  Compensation for the Plan Year bears to the total Compensation
                  of all Participants for such year.

                           For each Non-Key Employee who is a Participant in
                  this Plan and another non-paired defined contribution plan
                  maintained by the Employer, the minimum 3% allocation
                  specified above shall be provided as specified in F3 of the
                  Adoption Agreement.

         (g) For purposes of the minimum allocations set forth above. the
         percentage allocated to the Participant's Combined Account of any Key
         Employee shall be equal to the ratio of the sum of the Employer's
         contributions and Forfeitures allocated on behalf of such Key Employee
         divided by the "415 Compensation" for such Key Employee.

         (h) For any Top Heavy Plan Year, the minimum allocations set forth in
         this Section shall be allocated to the Participant's Combined Account
         of all Non-Key Employees who are Participants and who are employed by
         the Employer on the last day of the Plan Year, including Non-Key
         Employees who have (1) failed to complete a Year of Service; or (2)
         declined to make mandatory contributions (if required) or, in the case
         of a cash or deferred arrangement, elective contributions to the Plan.

         (i) Notwithstanding anything herein to the contrary, in any Plan Year
         in which the Employer maintains both this Plan and a defined benefit
         pension plan included in a Required Aggregation Group which is top
         heavy, the Employer shall not be required to provide a Non-Key Employee
         with both the full separate minimum defined benefit plan benefit and
         the full separate defined contribution plan allocations. Therefore, if
         the Employer maintains both a Defined Benefit and a Defined
         Contribution Plan that are a Top Heavy Group, the top heavy minimum
         benefits shall be provided as follows:

                  (1)      Applies if Flb of the Adoption Agreement is Selected:



                                       31
<PAGE>   36


                           (i) The requirements of Section 2.1 shall apply
                           except that each Non-Key Employee who is a
                           Participant in the Profit Sharing Plan or Money
                           Purchase Plan and who is also a Participant in the
                           Defined Benefit Plan shall receive a minimum
                           allocation of five percent (5%) of such Participant's
                           "415 Compensation" from the applicable Defined
                           Contribution Plan(s).

                           (ii) For each Non-Key Employee who is a Participant
                           only in the Defined Benefit Plan the Employer will
                           provide a minimum non-integrated benefit equal to 2%
                           of his highest five consecutive year average "415
                           Compensation" for each Year of Service while a
                           Participant in the Plan, in which the Plan is top
                           heavy, not to exceed ten.

                           (iii) For each Non-Key Employee who is a Participant
                           only in this Defined Contribution Plan, the Employer
                           shall provide a contribution equal to 3% of his "415
                           Compensation."

                  (2) Applies if Flc of the Adoption Agreement is Selected:

                           (i) The minimum allocation specified in Section
                           4.3(i)(00) shall be 7 1/2% if the Employer elects in
                           the Adoption Agreement for years in which the Plan is
                           Top Heavy, but not Super Top Heavy.

                           (ii) The minimum benefit specified in Section
                           4.3(i)(1)(ii) shall be 3% if the Employer elects in
                           the Adoption Agreement for years in which the Plan is
                           Top Heavy, but not Super Top Heavy.

                           (iii) The minimum allocation specified in Section
                           4.36)(1)(iii) shall be 4% if the Employer elects in
                           the Adoption Agreement for years in which the Plan is
                           Top Heavy, but not Super Top Heavy.

         (j) For the purposes of this Section, "415 Compensation" shall be
         limited to $200,000 (unless adjusted in such manner as permitted under
         Code Section 415(d)). However, for Plan Years beginning prior to
         January 1, 1989, the $200,000 limit shall apply only for Top Heavy Plan
         Years and shall not be adjusted.

         (k) Notwithstanding anything herein to the contrary, any Participant
         who terminated employment during the Plan Year for reasons other than
         death. Total and Permanent Disability, or retirement shall or shall not
         share in the allocations of the Employer's Contributions and
         Forfeitures as provided in the Adoption Agreement. Notwithstanding the
         foregoing, for Plan Years beginning after 1989, if this is a
         standardized Plan, any such terminated Participant shall share in the
         allocations as provided in this Section provided such Participant
         completed more than 500 Hours of Service.

         (l) Notwithstanding anything herein to the contrary, Participants
         terminating for



                                       32
<PAGE>   37


         reasons of death, Total and Permanent Disability, or retirement shall
         share in the allocations as provided in this Section regardless of
         whether they completed a Year of Service during the Plan Year.

         (m) If a Former Participant is re-employed after five (5) consecutive
         1-Year Breaks in Service, then separate accounts shall be maintained as
         follows:

                  (1) one account for non-forfeitable benefits attributable to
                  pre-break service; and

                  (2) one account representing his employer derived account
                  balance in the Plan attributable to post-break service.

         (n) Notwithstanding any election in the Adoption Agreement to the
         contrary, if this is a non-standardized Plan that would otherwise fail
         to meet the requirements of Code Sections 401(a)(26), 410(b)(1), or
         410(b)(2)(A)(i) and the Regulations thereunder because Employer
         Contributions have not been allocated to a sufficient number or
         percentage of Participants for a Plan Year, then the following rules
         shall apply:

                  (1) The group of Participants eligible to share in the
                  Employer's contribution and Forfeitures for the Plan Year
                  shall be expanded to include the minimum number of
                  Participants who would not otherwise be eligible as are
                  necessary to satisfy the applicable test specified above. The
                  specific participants who shall become eligible under the
                  terms of this paragraph shall be those who are actively
                  employed on the last day of the Plan Year and, when compared
                  to similarly situated Participants, have completed the
                  greatest number of Hours of Service in the Plan Year.

                  (2) If after application of paragraph (1) above, the
                  applicable test is still not satisfied, then the group of
                  Participants eligible to share in the Employer's contribution
                  and Forfeitures for the Plan Year shall be further expanded to
                  include the minimum number of Participants who are not
                  actively employed on the last day of the Plan Year as are
                  necessary to satisfy the applicable test. The specific
                  Participants who shall become eligible to share shall be those
                  Participants, when compared to similarly situated
                  Participants, who have completed the greatest number of Hours
                  of Service in the Plan Year before terminating employment.

                  Nothing in this Section shall permit the reduction of a
         Participant's accrued benefit. Therefore any amounts that have
         previously been allocated to Participants may not be reallocated to
         satisfy these requirements. In such event, the Employer shall make an
         additional contribution equal to the amount such affected Participants
         would have received had they been included in the allocations. even if
         it exceeds the amount which would be deductible under Code Section 404.
         Any adjustment to the allocations pursuant to this paragraph shall be
         considered a retroactive amendment adopted by the last day of the Plan
         Year.



                                       33
<PAGE>   38


4.4      MAXIMUM ANNUAL ADDITIONS

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

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

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

                  (4) If there is an excess amount pursuant to Section 4.4(a)(2)
                  or Section 4.5, the excess will be disposed of in one of the
                  following manners, as uniformly determined by the Plan
                  Administrator for all Participants similarly situated:

                           (i) Any Deferred Compensation or nondeductible
                           Voluntary Employee Contributions, to the extent they
                           would reduce the Excess Amount, will be distributed
                           to the Participant;

                           (ii) If, after the application of subparagraph (i),
                           an Excess Amount still exists, and the Participant is
                           covered by the Plan at the end of the Limitation
                           Year, the Excess Amount in the Participant's account
                           will be used to reduce Employer contributions
                           (including any allocation of Forfeitures) for such
                           Participant in the next Limitation Year, and each
                           succeeding Limitation Year if necessary;

                           (iii) If, after the application of subparagraph (i),
                           an Excess Amount still exists. and the Participant is
                           not covered by the Plan at the end of a Limitation
                           Year, the Excess Amount will be held unallocated in a



                                       34
<PAGE>   39


                           suspense account. The suspense account will be
                           applied to reduce future Employer contributions
                           (including allocation of any Forfeitures) for all
                           remaining Participants in the next Limitation Year,
                           and each succeeding Limitation Year if necessary;

                           (iv) If a suspense account is in existence at any
                           time during a Limitation Year pursuant to this
                           Section, it will not participate in the allocation of
                           investment gains and losses. If a suspense account is
                           in existence at any time during a particular
                           limitation year, all amounts in the suspense account
                           must be allocated and reallocated to participants'
                           accounts before any employer contributions or any
                           employee contributions may be made to the plan for
                           that ]imitation year. Excess amounts may not be
                           distributed to participants or former participants.

         (b)      (1) this subsection applies if, in addition to this Plan. the
                  Participant is covered under another qualified Regional
                  Prototype defined contribution plan maintained by the
                  Employer, or a welfare benefit fund (as defined in Code
                  Section 419(c)) maintained by the Employer, or an individual
                  medical account (as defined in Code Section 415(l)(2))
                  maintained by the Employer, which provides Annual Additions,
                  during any Limitation Year. The Annual Additions which may be
                  credited to a Participant's accounts under this Plan for any
                  such Limitation Year shall not exceed the Maximum Permissible
                  Amount reduced by the Annual Additions credited to a
                  Participant's accounts under the other plans and welfare
                  benefit funds for the same Limitation Year. If the Annual
                  Additions with respect to the Participant under other defined
                  contribution plans and welfare benefit funds maintained by the
                  Employer are less than the Maximum Permissible Amount and the
                  Employer contribution that would otherwise be contributed or
                  allocated to the Participant's accounts under this Plan would
                  cause the Annual Additions for the Limitation Year to exceed
                  this limitation, the amount contributed or allocated will be
                  reduced so that the Annual Additions under all such plans and
                  welfare benefit funds for the Limitation Year will equal the
                  Maximum Permissible Amount. If the Annual Additions with
                  respect to the Participant under such other defined
                  contribution plans and welfare benefit funds in the aggregate
                  are equal to or greater than the Maximum Permissible Amount,
                  no amount will be contributed or allocated to the
                  Participant's account under this Plan for the Limitation Year.

                  (2) Prior to determining the Participant's actual Compensation
                  for the Limitation Year, the Employer may determine the
                  Maximum Permissible Amount for a Participant in the manner
                  described in Section 4.4(a)(2).

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



                                       35
<PAGE>   40


                  (4) If, pursuant to Section 4.4(b)(2) or Section 4.5, a
                  Participant's Annual Additions under this Plan and such other
                  plans would result in an Excess Amount for a Limitation Year,
                  the Excess Amount will be deemed to consist of the Annual
                  Additions last allocated, except that Annual Additions
                  attributable to a welfare benefit fund or individual medical
                  account will be deemed to have been allocated first regardless
                  of the actual allocation date.

                  (5) If an Excess Amount was allocated to a Participant on an
                  allocation date of this Plan which coincides with an
                  allocation date of another plan, the Excess Amount attributed
                  to this Plan will be the product of:

                           (i) the total Excess Amount allocated as of such
                           date, times

                           (ii) the ratio of (1) the Annual Additions allocated
                           to the Participant for the Limitation Year as of such
                           date under this Plan to (2) the total Annual
                           Additions allocated to the Participant for the
                           Limitation Year as of such date under this and all
                           the other qualified defined contribution plans.

                  (6) Any Excess Amount attributed to this Plan will be disposed
                  in the manner described in Section 4.4(a)(4).

         (c) If the Participant is covered under another qualified defined
         contribution plan maintained by the Employer which is not a Regional
         Prototype Plan, Annual Additions which may be credited to the
         Participant's account under this Plan for any Limitation Year will be
         limited in accordance with Section 4.4(b), unless the Employer provides
         other limitations in the Adoption Agreement.

         (d) If the Employer maintains, or at any time maintained, a qualified
         defined benefit plan covering any Participant in this Plan the sum of:
         the Participant's Defined Benefit Plan Fraction and Defined
         Contribution Plan Fraction will not exceed 1.0 in any Limitation Year.
         The Annual Additions which may be credited to the Participant's account
         under this Plan for any Limitation Year will be limited in accordance
         with the Limitation on Allocations Section of the Adoption Agreement.

         (e) For purposes of applying the limitations of Code Section 415, the
         Transfer of funds from one qualified plan to another is not an "annual
         addition." In addition. the following are not Employee contributions
         for the purposes of Section 4.4(f)(1)(2); (1) rollover contributions
         (as defined in Code Sections 402(a)(5),403(a)(4),403(b)(8) and
         408(d)(3)); (2) repayments of loans made to a Participant from the
         Plan; (3) repayments of distributions received by an Employee pursuant
         to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of
         distributions received by an Employee pursuant to Code Section
         411(a)(3)(D) (mandatory contributions); and (5) Employee contributions
         to a simplified employee pension excludable from gross income under
         Code Section 408(k)(6).

         (f) For purposes of this Section, the following terms shall be defined
         as follows:



                                       36
<PAGE>   41


                  (1) Annual Additions means the sum credited to a Participant's
                  accounts for any Limitation Year of (1) Employer
                  contributions, (2) effective with respect to "limitation
                  years" beginning after December 31, 1986, 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, which are
                  attributable to post-retirement medical benefits allocated to
                  the separate account of a key employee (as defined in Code
                  Section 419A(d)(3)) under a welfare benefit fund (as defined
                  in Code Section 419(e)) maintained by the Employer. Except,
                  however, the "415 Compensation" percentage limitation referred
                  to in paragraph (a)(2) above shall not apply to: (1) any
                  contribution for medical benefits (within the meaning of Code
                  Section 419A(f)(2)) after separation from service which is
                  otherwise treated as an "annual addition," or (2) any amount
                  otherwise treated as an "annual addition" under Code Section
                  415(l)(1). Notwithstanding the foregoing, for "limitation
                  years" beginning prior to January 1, 1987, only that portion
                  of Employee contributions equal to the lesser of Employee
                  contributions in excess of six percent (6%) of "415
                  Compensation" or one-half of Employee contributions shall be
                  considered an "annual addition,"

                           For this purpose, any Excess Amount applied under
                  Sections 4.4(a)(4) and 4.4(b)(6) in the Limitation Year to
                  reduce Employer contributions shall be considered Annual
                  Additions for such Limitation Year.

                  (2) Compensation means a Participant's Compensation as elected
                  in the Adoption Agreement. However, regardless of any
                  selection made in the Adoption Agreement, "415 Compensation"
                  shall exclude compensation which is not currently includible
                  in the Participant's gross income by reason of the application
                  of Code Sections 125, 402(a)(8), 402(h)(1)(B), or 403(b).

                           For limitation years beginning after December 31,
                  1991, for purposes of applying the limitations of this
                  article, compensation for a limitation year is the
                  compensation actually paid or made available during such
                  limitation year.

                           Notwithstanding the preceding sentence, compensation
                  for a participant in a defined contribution plan who is
                  permanently and totally disabled (as defined in section
                  22(c)(3) of the Internal Revenue Code) is the compensation
                  such participant would have received for the limitation year
                  if the participant had been paid at the rate of compensation
                  paid immediately before becoming permanently and totally
                  disabled; such imputed 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 non-forfeitable when made.



                                       37
<PAGE>   42


                  (3) Defined Benefit Fraction means a fraction, the numerator
                  of which is the sum of the Participant's Projected Annual
                  Benefits under all the defined benefit plans (whether or not
                  terminated) maintained by the Employer. and the denominator of
                  which is the lesser of 125 percent of the dollar limitation
                  determined for the Limitation Year under Code Sections 415(b)
                  and (d) or 140 percent of his Highest Average Compensation
                  including any adjustments under Code Section 415(b).

                           Notwithstanding the above, if the Participant was a
                  Participant as of the first day of the first Limitation Year
                  beginning 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 this fraction
                  will not be less than 125 percent of the sum of the annual
                  benefits under such plans which the Participant had accrued as
                  of the end of the close of the last Limitation Year beginning
                  before January 1, 1987, disregarding any changes in the terms
                  and conditions of the plan after May 5, 1986. The preceding
                  sentence applies only 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.

                           Notwithstanding the foregoing, for any Top Heavy Plan
                  Year, 100 shall be substituted for 125 unless the extra
                  minimum allocation is being made pursuant to the Employer's
                  election in FI of the Adoption Agreement. However, for any
                  Plan Year in which this Plan is a Super Top Heavy Plan, 100
                  shall be substituted for 125 in any event.

                  (4) Defined Contribution Dollar Limitation means $30,000, or,
                  if greater, one-fourth of the defined benefit dollar
                  limitation set forth in Code Section 415(b)(1) as in effect
                  for the Limitation Year.

                  (5) Defined Contribution Fraction means 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 or not terminated) maintained by the Employer for the
                  current and all prior Limitation Years, (including the Annual
                  Additions attributable to the Participant's nondeductible
                  voluntary employee contributions to any defined benefit plans,
                  whether or not terminated, maintained by the Employer 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 and all prior
                  Limitation Years of Service with the Employer (regardless of
                  whether a defined contribution plan was maintained by the
                  Employer). The maximum aggregate amount in any Limitation Year
                  is the lesser of 125 percent of the Defined Contribution
                  Dollar Limitation or 35 percent of the Participant's
                  Compensation for such year. For Limitation Years beginning
                  prior to January 1, 1987, the



                                       38
<PAGE>   43


                  "annual addition" shall not be recomputed to treat all
                  Employee contributions as an Annual Addition.

                           If the 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 5,
                  1986, the numerator of this fraction will be adjusted if the
                  sum of this 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 (1) the excess
                  of the sum of the fractions over 1.0 times (2) the denominator
                  of this fraction, will be permanently subtracted from the
                  numerator of this fraction. The adjustment is calculated using
                  the fractions as they would be computed as of the end of the
                  last Limitation Year beginning before January 1, 1987, and
                  disregarding any changes in the terms and conditions of the
                  plan made after May 5, 1986, but using the Code Section 415
                  limitation applicable to the First Limitation Year beginning
                  on or after January 1, 1987.

                           Notwithstanding the foregoing, for any Top Heavy Plan
                  Year, 100 shall be substituted for 125 unless the extra
                  minimum allocation is being made pursuant to the Employer's
                  election in Fl of the Adoption Agreement. However, for any
                  Plan Year in which this Plan is a Super Top Heavy Plan, 100
                  shall be substituted for 125 in any event.

                  (6) Employer means the Employer that adopts this Plan and all
                  Affiliated Employers, except that for purposes of this
                  Section, Affiliated Employers shall be determined pursuant to
                  the modification made by Code Section 415(h).

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

                  (8) Highest Average Compensation means the average
                  Compensation for the three consecutive Years of Service with
                  the Employer that produces the highest average. A Year of
                  Service with the Employer is the 12 consecutive month period
                  defined in Section El of the Adoption Agreement which is used
                  to determine Compensation under the Plan.

                  (9) Limitation Year means the Compensation Year (a 12
                  consecutive month period) as elected by the Employer in the
                  Adoption Agreement. All qualified plans maintained by the
                  Employer must use the same Limitation Year. If the Limitation
                  Year is amended to a different 12 consecutive month period,
                  the new Limitation Year must begin on a date within the
                  Limitation Year in which the amendment is made.

                  (10) Maximum Permissible Amount means the maximum Annual
                  Addition that may be contributed or allocated to a
                  Participant's account under the plan for any



                                       39
<PAGE>   44


                  Limitation Year, which shall not exceed the lesser of:

                           (i) the Defined Contribution Dollar Limitation, or

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

                                    The Compensation Limitation referred to in
                           (ii) shall not apply to any contribution for medical
                           benefits (within the meaning of Code Sections 401(h)
                           or 419A(0(2)) which is otherwise treated as an annual
                           addition under Code Sections 415(l)(1) or 419A(d)(2).

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

                               NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR

                                                     12

                  (11) Projected Annual Benefit means the annual retirement
                  benefit (adjusted to an actuarially equivalent straight life
                  annuity if such benefit is expressed in a form other than a
                  straight life annuity or qualified Joint and Survivor Annuity)
                  to which the Participant would be entitled under the terms of
                  the plan assuming:

                           (i) the Participant will continue employment until
                           Normal Retirement Age (or current age, if later), and

                           (ii) the Participant's Compensation for the current
                           Limitation Year and all other relevant factors used
                           to determine benefits under the Plan will remain
                           constant for all future Limitation Years.

         (g) Regional Prototype Plan means a plan the form of which has been the
         subject of a favorable notification letter from the Internal Revenue
         Service.

         (h) Notwithstanding anything contained in this Section to the contrary,
         the limitations, adjustments and other requirements prescribed in this
         Section shall at all times comply with the provisions of Code Section
         415 and the Regulations thereunder, the terms of which are specifically
         incorporated herein by reference.

4.5      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

         (a) If as a result of the allocation of Forfeitures, a reasonable error
         in estimating a Participant's annual Compensation, a reasonable error
         in determining the amount of



                                       40
<PAGE>   45


         elective deferrals (within the meaning of Code Section 402(g)(3)) that
         may be made with respect to any Participant under the limits of Section
         4.4, or other facts and circumstances to which Regulation 1.415-6(b)(6)
         shall be applicable, the "annual additions" under this Plan would cause
         the maximum provided in Section 4.4 to be exceeded, the Administrator
         shall treat the excess in accordance with Section 4.4(a)(4).

4.6      TRANSFERS FROM QUALIFIED PLANS

         (a) If specified in the Adoption Agreement and with the consent of the
         Administrator, amounts may be transferred from other qualified plans,
         provided that the trust from which such funds are transferred permits
         the transfer to be made and the transfer will not jeopardize the tax
         exempt status of the Plan or create adverse tax consequences for the
         Employer. The amounts transferred shall be set up in a separate account
         herein referred to as a "Participant's Rollover Account." Such account
         shall be fully Vested at all times and shall not be subject to
         forfeiture for any reason.

         (b) Amounts in a Participant's Rollover Account shall be held by the
         Trustee pursuant to the provisions of this Plan and may not be
         withdrawn by, or distributed to the Participant, in whole or in part,
         except as provided in Paragraphs (c) and (d) of this Section.

         (c) Amounts attributable to elective contributions (as defined in
         Regulation 1.401(k)-1(g)(4)), including amounts treated as elective
         contributions, which are transferred from another qualified plan in a
         plan-to-plan transfer shall be subject to the distribution limitations
         provided for in Regulation 1.401(k)-1(d).

         (d) At Normal Retirement Date, or such other date when the Participant
         or his Beneficiary shall be entitled to receive benefits, the fair
         market value of the Participant's Rollover Account shall be used to
         provide additional benefits to the Participant or his Beneficiary. Any
         distributions of amounts held in a Participant's Rollover Account shall
         be made in a manner which is consistent with and satisfies the
         provisions of Section 6.5, including, but not limited to, all notice
         and consent requirements of Code Sections 411(a)(11) and 417 and the
         Regulations thereunder. Furthermore, such amounts shall be considered
         as part of a Participant's benefit in determining whether an
         involuntary cash-out of benefits without Participant consent may be
         made.

         (e) The Administrator may direct that employee transfers made after a
         valuation date be segregated into a separate account for each
         Participant. until such time as the allocations pursuant to this Plan
         have been made, at which time they may remain segregated or be invested
         as part of the general Trust Fund, to be determined by the
         Administrator.

         (f) For purposes of this Section, the term "qualified plan" shall mean
         any tax qualified plan under Code Section 401(a). The term "amounts
         transferred from other qualified plans" shall mean:



                                       41
<PAGE>   46


                  (i) amounts transferred to this Plan directly from another
                  qualified plan;

                  (ii) lump-sum distributions received by an Employee from
                  another qualified plan which are eligible for tax free
                  rollover to a qualified plan and which are transferred by the
                  Employee to this Plan within sixty (60) days following his
                  receipt thereof;

                  (iii) amounts transferred to this Plan from a conduit
                  individual retirement account provided that the conduit
                  individual retirement account has no assets other than assets
                  which (A) were previously distributed to the Employee by
                  another qualified plan as a lump-sum distribution (B) were
                  eligible for tax-free rollover to a qualified plan and (C)
                  were deposited in such conduit individual retirement account
                  within sixty (60) days of receipt thereof and other than
                  earnings on said assets; and

                  (iv) amounts distributed to the Employee from a conduit
                  individual retirement account meeting the requirements of
                  clause (iii) above, and transferred by the Employee to this
                  Plan within sixty (60) days of his receipt thereof from such
                  conduit individual retirement account.

         (g) Prior to accepting any transfers to which this Section applies, the
         Administrator may require the Employee to establish that the amounts to
         be transferred to this Plan meet the requirements of this Section and
         may also require the Employee to provide an opinion of counsel
         satisfactory to the Employer that the amounts to be transferred meet
         the requirements of this Section.

         (h) Notwithstanding anything herein to the contrary, a transfer
         directly to this Plan from another qualified plan (or a transaction
         having the effect of such a transfer) shall only be permitted if it
         will not result in the elimination or reduction of any "Section
         41l(d)(6) protected benefit" as described in Section 8.1.

4.7      VOLUNTARY CONTRIBUTIONS

         (a) If this is an amendment to a Plan that had previously allowed
         voluntary Employee contributions, then, except as provided in 4.7(b)
         below, this Plan will not accept voluntary Employee contributions for
         Plan Years beginning after the Plan Year in which this Plan is adopted
         by the Employer.

         (b) For 401(k) Plans, if elected in the Adoption Agreement, each
         Participant may, at the discretion of the Administrator in a
         nondiscriminatory manner, elect to voluntarily contribute a portion of
         his compensation earned while a Participant under this Plan. Such
         contributions shall be paid to the Trustee within a reasonable period
         of time but in no event later than 90 days after the receipt of the
         contribution.



                                       42
<PAGE>   47


         (c) The balance in each Participant's Voluntary Contribution Account
         shall be fully Vested at all times and shall not be subject to
         Forfeiture for any reason.

         (d) A Participant may elect to withdraw his voluntary contributions
         from his Voluntary Contribution Account and the actual earnings thereon
         in a manner which is consistent with and satisfies the provisions of
         Section 6.5, including, but not limited to, all notice and consent
         requirements of Code Sections 411(a)(11) and 417 and the Regulations
         thereunder. If the Administrator maintains sub-accounts with respect to
         voluntary contributions (and earnings thereon) which were made on or
         before a specified date, a Participant shall be permitted to designate
         which sub-account shall be the source for his withdrawal. No
         Forfeitures shall occur solely as a result of an Employee's withdrawal
         of Employee contributions.

                  In the event such a withdrawal is made, or in the event a
         Participant has received a hardship distribution pursuant to Regulation
         1.401(k)-1(d)(2)(iii)(B) from any plan maintained by the Employer. then
         such Participant shall be barred from making any voluntary
         contributions for a period of twelve (12) months after receipt of the
         withdrawal or distribution.

         (e) At Normal Retirement Date, or such other date when the Participant
         or his Beneficiary shall be entitled to receive benefits, the fair
         market value of the Voluntary Contribution Account shall be used to
         provide additional benefits to the Participant or his Beneficiary.

         (f) The Administrator may direct that voluntary contributions made
         after a valuation date be segregated into a separate account until such
         time as the allocations pursuant to this Plan have been made, at which
         time they may remain segregated or be invested as part of the general
         Trust Fund, to be determined by the Administrator.

4.8      DIRECTED INVESTMENT ACCOUNT

         (a) If elected in the Adoption Agreement, all Participants may direct
         the Trustee as to the investment of all or a portion of any one or more
         of their individual account balances. Participants may direct the
         Trustee in writing to invest their account in specific assets as
         permitted by the Administrator provided such investments are in
         accordance with the Department of Labor regulations and are permitted
         by the Plan. That portion of the account of any Participant so
         directing will thereupon be considered a Directed Investment Account.

         (b) A separate Directed Investment Account shall be established for
         each Participant who has directed an investment. Transfers between the
         Participant's regular account and their Directed Investment Account
         shall be charged and credited as the case may be to each account. The
         Directed Investment Account shall not share in Trust Fund Earnings, but
         it shall be charged or credited as appropriate with the net earnings,
         gains, losses and expenses as well as any appreciation or depreciation
         in market value during each Plan



                                       43
<PAGE>   48


         Year attributable to such account.

         (c) The Administrator shall establish a procedure, to be applied in a
         uniform and nondiscriminatory manner, setting forth the permissible
         investment options under this Section, how often changes between
         investments may be made, and any other limitations that the
         Administrator shall impose on a Participant's right to direct
         investments.

4.9      QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

         (a) If this is an amendment to a Plan that previously permitted
         deductible voluntary contributions. then each Participant who made a
         "Qualified Voluntary Employee Contribution" within the meaning of Code
         Section 219(c)(2) as it existed prior to the enactment of the Tax
         Reform Act of 1986, shall have his contribution held in a separate
         Qualified Voluntary Employee Contribution Account which shall be fully
         Vested at all times. Such contributions, however, shall not be
         permitted if they are attributable to taxable years beginning after
         December 31, 1986.

         (b) A Participant may, upon written request delivered to the
         Administrator, make withdrawals from his Qualified Voluntary Employee
         Contribution Account. Any distribution shall be made in a manner which
         is consistent with and satisfies the provisions of Section 6.5,
         including, but not limited to, all notice and consent requirements of
         Code Sections 411(a)(11) and 417 and the Regulations thereunder,

         (c) At Normal Retirement Date, or such other date when the Participant
         or his Beneficiary shall be entitled to receive benefits, the fair
         market value of the Qualified Voluntary Employee Contribution Account
         shall be used to provide additional benefits to the Participant or his
         Beneficiary.

         (d) Unless the Administrator directs Qualified Voluntary Employee
         Contributions made pursuant to this Section be segregated into a
         separate account for each Participant, they shall be invested as part
         of the general Trust Fund and share in earnings and losses.

4.10     ACTUAL CONTRIBUTION PERCENTAGE TESTS

         In the event this Plan previously provided for voluntary or mandatory
Employee contributions, then, with respect to Plan Years beginning after
December 31, 1986, such contributions must satisfy the provisions of Code
Section 401(m) and the Regulations thereunder.

4.11     INTEGRATION IN MORE THAN ONE PLAN

         If the Employer and/or an Affiliated Employer maintain qualified
retirement plans integrated with Social Security such that any Participant in
this Plan is covered under more than one of such plans, then such plans will be
considered to be one plan and will be considered to be integrated if the extent
of the integration of all such plans does not exceed 100%. For purposes of



                                       44
<PAGE>   49


the preceding sentence, the extent of integration of a plan is the ratio,
expressed as a percentage, which the actual benefits, benefit rate, offset rate,
or employer contribution rate, whatever is applicable under the Plan bears to
the limitation applicable to such Plan. If the Employer maintains two or more
standardized paired plans, only one plan may be integrated with Social Security.











                                       45
<PAGE>   50


                                    ARTICLE V
                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND

         The Administrator shall direct the Trustee, as of each Anniversary
Date, and at such other date or dates deemed necessary by the Administrator,
herein called "valuation date," to determine the net worth of the assets
comprising the Trust Fund as it exists on the "valuation date." In determining
such net worth, the Trustee shall value the assets comprising the Trust Fund at
their fair market value as of the "valuation date" and shall deduct all expenses
for which the Trustee has not yet obtained reimbursement from the Employer or
the Trust Fund.

5.2      METHOD OF VALUATION

         In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the "valuation date." If such
securities were not traded on the "valuation date," or if the exchange on which
they are traded was not open for business on the "valuation date." then the
securities shall be valued at the prices at which they were last traded prior to
the "valuation date." Any unlisted security held in the Trust Fund shall be
valued at its bid price next preceding the close of business on the "valuation
date," which bid price shall be obtained from a registered broker or an
investment banker. In determining the fair market value of assets other than
securities for which trading or bid prices can be obtained, the Trustee may
appraise such assets itself, or in its discretion, employ one or more appraisers
for that purpose and rely on the values established by such appraiser or
appraisers.




                                       46
<PAGE>   51


                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

         Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on or after his Normal Retirement Date or Early
Retirement Date. Upon such Normal Retirement Date or Early Retirement Date, all
amounts credited to such Participant's Combined Account shall become
distributable. However, a Participant may postpone the termination of his
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.3, shall continue until his Late Retirement Date. Upon a
Participant's Retirement Date, or as soon thereafter as is practicable, the
Administrator shall direct the distribution of all amounts credited to such
Participant's Combined Account in accordance with Section 6.5.

6.2      DETERMINATION OF BENEFITS UPON DEATH

         (a) Upon the death of a Participant before his Retirement Date or other
         termination of his employment, all amounts credited to such
         Participant's Combined Account shall become fully Vested. The
         Administrator shall direct, in accordance with the provisions of
         Sections 6.6 and 6.7, the distribution of the deceased Participant's
         accounts to the Participant's Beneficiary.

         (b) Upon the death of a Former Participant, the Administrator shall
         direct, in accordance with the provisions of Sections 6.6 and 6.7, the
         distribution of any remaining amounts credited to the accounts of such
         deceased Former Participant to such Former Participant's Beneficiary.

         (c) The Administrator may require such Proper proof of death and such
         evidence of the right of any person to receive payment of the value of
         the account of a deceased Participant or Former Participant as the
         Administrator may deem desirable. The Administrator's determination of
         death and of the right of any person to receive payment shall be
         conclusive.

         (d) Unless otherwise elected in the manner prescribed in Section 6.6,
         the Beneficiary of the Pre-Retirement Survivor Annuity shall be the
         Participant's spouse. Except, however, the Participant may designate a
         Beneficiary other than his spouse for the Pre-Retirement Survivor
         Annuity if:

                  (1) the Participant and his spouse have validly waived the
                  Pre-Retirement Survivor Annuity in the manner prescribed in
                  Section 6.6, and the spouse has waived his or her right to be
                  the Participant's Beneficiary, or

                  (2) the Participant is legally separated or has been abandoned
                  (within the meaning of local law) and the Participant has a
                  court order to such effect (and



                                       47
<PAGE>   52


                  there is no "qualified domestic relations order" as defined in
                  Code Section 414(p) which provides otherwise), or

                  (3)      the Participant has no spouse, or

                  (4)      the spouse cannot be located.

                           In such event the designation of a Beneficiary shall
                  be made on a form satisfactory to the Administrator. A
                  Participant may at any time revoke his designation of a
                  Beneficiary or change his Beneficiary by filing written notice
                  of such revocation or change with the Administrator. However,
                  the Participant's Spouse must again consent in writing to any
                  change in Beneficiary unless the original consent acknowledged
                  that the spouse had the right to limit consent only to a
                  specific Beneficiary and that the spouse voluntarily elected
                  to relinquish such right. The Participant may, at any time,
                  designate a Beneficiary for death benefits payable under the
                  Plan that are in excess of the Pre-Retirement Survivor
                  Annuity. In the event no valid designation of Beneficiary
                  exists at the time of the Participant's death, the death
                  benefit shall be payable to his estate.

         (e) If the Plan provides an insured death benefit and a Participant
         dies before any insurance coverage to which he is entitled under the
         Plan is effected, his death benefit from such insurance coverage shall
         be limited to the standard rated premium which was or should have been
         used for such purpose.

         (f) In the event of any conflict between the terms of this Plan and the
         terms of any Contract issued hereunder, the Plan provisions shall
         control.

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

         In the event of a Participant's Total and Permanent Disability prior to
his Retirement Date or other termination of his employment, all amounts credited
to such Participant's Combined Account shall become fully Vested. In the event
of a Participant's Total and Permanent Disability, the Administrator, in
accordance with the provisions of Sections 6.5 and 6.7, shall direct the
distribution to such Participant of all amounts credited to such Participant's
Combined Account as though he had retired.

6.4      DETERMINATION OF BENEFITS UPON TERMINATION

         (a) On or before the Anniversary Date, or other valuation date,
         coinciding with or subsequent to the termination of a Participant's
         employment for any reason other than retirement, death, or Total and
         Permanent Disability, the Administrator may direct that the amount of
         the Vested portion of such Terminated Participant's Combined Account be
         segregated and invested separately. In the event the Vested portion of
         a Participant's Combined Account is not segregated, the amount shall
         remain in a separate account for the Terminated Participant and share
         in allocations pursuant to Section 4.3 until such time



                                       48
<PAGE>   53


         as a distribution is made to the Terminated Participant. The amount of
         the portion of the Participant's Combined Account which is not Vested
         may be credited to a separate account (which will always share in gains
         and losses of the Trust Fund) and at such time as the amount becomes a
         Forfeiture shall be treated in accordance with the provisions of the
         Plan regarding Forfeitures.

                  Regardless of whether distributions in kind are permitted, in
         the event that the amount of the Vested portion of the Terminated
         Participant's Combined Account equals or exceeds the fair market value
         of any insurance Contracts, the Trustee, when so directed by the
         Administrator and agreed to by the Terminated Participant. shall
         assign, transfer, and set over to such Terminated Participant all
         Contracts on his life in such form or with such endorsements, so that
         the settlement options and forms of payment are consistent with the
         provisions of Section 6.5. In the event that the Terminated
         Participant's Vested portion does not at least equal the fair market
         value of the Contracts, if any, the Terminated Participant may pay over
         to the Trustee the sum needed to Make the distribution equal to the
         value of the Contracts being assigned or transferred, or the Trustee,
         pursuant to the Participant's election, may borrow the cash value of
         the Contracts from the Insurer so that the value of the Contracts is
         equal to the Vested portion of the Terminated Participant's Combined
         Account and then assign the Contracts to the Terminated Participant.

                  Distribution of the funds due to a Terminated Participant
         shall be made on the occurrence of an event which would result in the
         distribution had the Terminated Participant remained in the employ of
         the Employer (upon the Participant's death. Total and Permanent
         Disability, Early or Normal Retirement). However, at the election of
         the Participant, the Administrator shall direct that the entire Vested
         portion of the Terminated Participant's Combined Account to be payable
         to such Terminated Participant provided the conditions, if any, set
         forth in the Adoption Agreement have been satisfied. Any distribution
         under this paragraph shall be made in a manner which is consistent with
         and satisfies the provisions of Section 6.5, including but not limited
         to, all notice and consent requirements of Code Sections 41l(a)(11) and
         417 and the Regulations thereunder.

                  Notwithstanding the above, if the value of a Terminated
         Participant's Vested benefit derived from Employer and Employee
         contributions does not exceed, and at the time of any prior
         distribution, has never exceeded $3,500, the Administrator shall direct
         that the entire Vested benefit be paid to such Participant in a single
         lump-sum without regard to the consent of the Participant or the
         Participant's spouse. A Participant's Vested benefit shall not include
         Qualified Voluntary Employee Contributions within the meaning of Code
         Section 72(o)(5)(B) for Plan Years beginning prior to January 1, 1989.

         (b) The Vested portion of any Participant's Account shall be a
         percentage of such Participant's Account determined on the basis of the
         Participant's number of Years of Service according to the vesting
         schedule specified in the Adoption Agreement.

         (c) For any Top Heavy Plan Year, one of the minimum top heavy vesting
         schedules



                                       49
<PAGE>   54


         as elected by the Employer in the Adoption Agreement will automatically
         apply to the Plan. The minimum top heavy vesting schedule applies to
         all benefits within the meaning of Code Section 411(a)(7) except those
         attributable to Employee contributions, including benefits accrued
         before the effective date of Code Section 416 and benefits accrued
         before the Plan became top heavy. Further, no decrease in a
         Participant's Vested percentage may occur in the event the Plan's
         status as top heavy changes for any Plan Year. However, this Section
         does not apply to the account balances of any Employee who does not
         have an Hour of Service after the Plan has initially become top heavy
         and the Vested percentage of such Employee's Participant's Account
         shall be determined without regard to this Section 6.4(c).

                  If in any subsequent Plan Year, the Plan ceases to be a Top
         Heavy Plan, the Administrator shall continue to use the vesting
         schedule in effect while the Plan was a Top Heavy Plan for each
         Employee who had an Hour of Service during a Plan Year when the Plan
         was Top Heavy.

         (d) Notwithstanding the vesting schedule above, upon the complete
         discontinuance of the Employer's contributions to the Plan or upon any
         full or partial termination of the Plan, all amounts credited to the
         account of any affected Participant shall become 100% Vested and shall
         not thereafter be subject to Forfeiture.

         (e) If this is an amended or restated Plan, then notwithstanding the
         vesting schedule specified in the Adoption Agreement, the Vested
         percentage of a Participant's Account shall not be less than the Vested
         percentage attained as of the later of the effective date or adoption
         date of this amendment and restatement. The computation of a
         Participant's non-forfeitable percentage of his interest in the Plan
         shall not be reduced as the result of any direct or indirect amendment
         to this Article, or due to changes in the Plan's status as a Top Heavy
         Plan.

         (f) If the Plan's vesting schedule is amended, or if the Plan is
         amended in any way that directly or indirectly affects the computation
         of the Participant's non-forfeitable percentage or if the Plan is
         deemed amended by an automatic change to a top heavy vesting schedule,
         then each Participant with at least 3 Years of Service as of the
         expiration date of the election period may elect to have his
         non-forfeitable percentage Computed under the Plan without regard to
         such amendment or change. Notwithstanding the foregoing, for Plan Years
         beginning before January 1, 1989, or with respect to Employees who fail
         to complete at least one (1) Hour of Service in a Plan Year beginning
         after December 31, 1988, five (5) shall be substituted for three (3) in
         the preceding sentence. If a Participant fails to make such election,
         then such Participant shall be subject to the new vesting schedule. The
         Participant's election period shall commence on the adoption date of
         the amendment and shall end 60 days after the latest of:

                  (1)      the adoption date of the amendment,

                  (2)      the effective date of the amendment, or



                                       50
<PAGE>   55


                  (3) the date the Participant receives written notice of the
                  amendment from the Employer or Administrator.

         (g)      (1) If any Former Participant shall be re-employed by the
                  Employer before a 1-Year Break in Service occurs, he shall
                  continue to participate in the Plan in the same manner as if
                  such termination had not occurred.

                  (2) If any Former Participant shall be re-employed by the
                  Employer before five (5) consecutive 1-Year Breaks in Service,
                  and such Former Participant had received a distribution of his
                  entire Vested interest prior to his reemployment, his
                  forfeited account shall be reinstated only if he repays the
                  full amount distributed to him before the earlier of five (5)
                  years after the first date on which the Participant is
                  subsequently re-employed by the Employer or the close of the
                  first period of 5 consecutive 1-year breaks in Service
                  commencing after the distribution. If a distribution occurs
                  for any reason other than a separation from service, the time
                  for repayment may not end earlier than five (5) years after
                  the date of separation. In the event the Former Participant
                  does repay the full amount distributed to him, the
                  undistributed portion of the Participant's Account must be
                  restored in full, unadjusted by any gains or losses occurring
                  subsequent to the Anniversary Date or other valuation date
                  preceding his termination. If an employee receives a
                  distribution pursuant to this section and the employee resumes
                  employment covered under this plan, the employee's
                  Employer-derived account balance 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 the participant is subsequently
                  re-employed by the employer, or the date the participant
                  incurs 5 consecutive 1-year breaks in service following the
                  date of the distribution. If a non-Vested Former Participant
                  was deemed to have received a distribution and such Former
                  Participant is re-employed by the Employer before five (5)
                  consecutive 1-year breaks in Service, then such Participant
                  will be deemed to have repaid the deemed distribution as of
                  the date of reemployment.

                  (3) If any Former Participant is re-employed after a 1-Year
                  Break in Service has occurred, Years of Service shall include
                  Years of Service prior to his 1-Year Break in Service subject
                  to the following rules:

                           (i) Any Former Participant who under the Plan does
                           not have a non-forfeitable right to any interest in
                           the Plan resulting from Employer contributions shall
                           lose credits if his consecutive 1-Year Breaks in
                           Service equal or exceed the greater of (A) five (5)
                           or (B) the aggregate number of his pre-break Years of
                           Service;

                           (ii) After five (5) consecutive 1-Year Breaks in
                           Service, a Former Participant's Vested Account
                           balance attributable to pre-break service



                                       51
<PAGE>   56


                           shall not be increased as a result of post-break
                           service;

                           (iii) A Former Participant who is re-employed and who
                           has not had his Years of Service before a 1-year
                           break in Service disregarded pursuant to (i) above,
                           shall participate in the Plan as of his date of
                           reemployment;

                           (iv) If a Former Participant completes a Year of
                           Service (a 1-Year Break in Service previously
                           occurred, but employment had not terminated), he
                           shall participate in the Plan retroactively from the
                           first day of the Plan Year during which he completes
                           one (1) Year of Service.

         (h) In determining Years of Service for purposes of vesting under the
         Plan, Years of Service shall be excluded as specified in the Adoption
         Agreement.

6.5      DISTRIBUTION OF BENEFITS

         (a)      (1) Unless otherwise elected as provided below, a Participant
                  who is married on the "annuity starting date" and who does not
                  die before the "annuity starting date" shall receive the value
                  of all of his benefits in the form of a Joint and Survivor
                  Annuity. The Joint and Survivor Annuity is an annuity that
                  commences immediately and shall be equal in value to a single
                  life annuity. Such joint and survivor benefits following the
                  Participant's death shall continue to the spouse during the
                  spouse's lifetime at a rate equal to 50% of the rate at which
                  such benefits were payable to the Participant. This Joint and
                  Survivor Annuity shall be considered the designated qualified
                  Joint and Survivor Annuity and automatic form of payment for
                  the purposes of this Plan. However, the Participant may elect
                  to receive a smaller annuity benefit with continuation of
                  payments to the spouse at a rate of seventy-five percent (75%)
                  or one hundred percent (100%) of the rate payable to a
                  Participant during his lifetime which alternative Joint and
                  Survivor Annuity shall be equal in value to the automatic
                  Joint and 50% Survivor Annuity. An unmarried Participant shall
                  receive the value of his benefit in the form of a life
                  annuity. Such unmarried Participant, however, may elect in
                  writing to waive the life annuity. The election must comply
                  with the provisions of this Section as if it were an election
                  to waive the Joint and Survivor Annuity by a married
                  Participant, but without the spousal consent requirement. The
                  Participant may elect to have any annuity provided for in this
                  Section distributed upon the attainment of the "earliest
                  retirement age" under the Plan. The "earliest retirement age"
                  is the earliest date on which, under the Plan, the Participant
                  could elect to receive retirement benefits.

                  (2) Any election to waive the Joint and Survivor Annuity must
                  be made by the Participant in writing during the election
                  period and be consented to by the Participant's spouse. If the
                  spouse is legally incompetent to give consent, the spouse's
                  legal guardian, even if such guardian is the Participant, may
                  give consent. Such election shall designate a Beneficiary (or
                  a form of benefits) that



                                       52
<PAGE>   57


                  may not be changed without spousal consent (unless the consent
                  of the spouse expressly permits designations by the
                  Participant without the requirement of further consent by the
                  spouse's consent). Such spouse's consent shall be irrevocable
                  and must acknowledge the effect of such election and be
                  witnessed by a Plan representative or a notary public. Such
                  consent shall not be required if it is established to the
                  satisfaction of the Administrator that the required consent
                  cannot be obtained because there is no spouse, the spouse
                  cannot be located, or other circumstances that may be
                  prescribed by Regulations. The election made by the
                  Participant and consented to by his spouse may be revoked by
                  the Participant in writing without the consent of the spouse
                  at any time during the election period. The number of
                  revocations shall not be limited. Any new election must comply
                  with the requirements of this paragraph. A former spouse's
                  waiver shall not be binding on a new spouse.

                  (3) The election period to waive the Joint and Survivor
                  Annuity shall be the 90 day period ending on the "annuity
                  starting date."

                  (4) For purposes of this Section and Section 6.6, the "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 in the form of an annuity, the first day
                  on which all events have occurred which entitles the
                  Participant to such benefit.

                  (5) With regard to the election, the Administrator shall
                  provide to the Participant no less than 30 days and no more
                  than 90 days before the "annuity starting date" a written
                  explanation of.

                           (i) the terms and conditions of the Joint and
                           Survivor Annuity, and

                           (ii) the Participant's right to make and the effect
                           of an election to waive the Joint and Survivor
                           Annuity, and

                           (iii) the right of the Participant's spouse to
                           consent to any election to waive the Joint and
                           Survivor Annuity, and

                           (iv) the right of the Participant to revoke such
                           election, and the effect of such revocation.

         (b) In the event a married Participant duly elects pursuant to
         paragraph (a)(2) above not to receive his benefit in the form of a
         Joint and Survivor Annuity, or if such Participant is not married, in
         the form of a life annuity, the Administrator, pursuant to the election
         of the Participant, shall direct the distribution to a Participant or
         his Beneficiary any amount to which he is entitled under the Plan in
         one or more of the following methods which are permitted pursuant to
         the Adoption Agreement:

                  (1)      One lump-sum payment in cash or in property;



                                       53
<PAGE>   58


                  (2) Payments over a period certain in monthly, quarterly,
                  semiannual, or annual cash installments. In order to provide
                  such installment payments, the Administrator may direct that
                  the Participant's interest in the Plan be segregated and
                  invested separately, and that the funds in the segregated
                  account be used for the payment of the installments. The
                  period over which such payment is to be made shall not extend
                  beyond the Participant's life expectancy (or the life
                  expectancy of the Participant and his designated Beneficiary);

                  (3) Purchase of or providing an annuity. However, such annuity
                  may not be in any form that will provide for payments over a
                  period extending beyond either the life of the Participant (or
                  the lives of the Participant and his designated Beneficiary)
                  or the life expectancy of the Participant (or the life
                  expectancy of the Participant and his designated Beneficiary).

         (c) The present value of a Participant's Joint and Survivor Annuity
         derived from Employer and Employee contributions may not be paid
         without his written consent if the value exceeds, or has ever exceeded
         at the time of any prior distribution, $3,500. Further, the spouse of a
         Participant must consent in writing to any immediate distribution. If
         the value of the Participant's benefit derived from Employer and
         Employee contributions does not exceed $3,500 and has never exceeded
         $3,500 at the time of any prior distribution, the Administrator may
         immediately distribute such benefit without such Participant's consent.
         No distribution may be made under the preceding sentence after the
         "annuity starting date" unless the Participant and his spouse consent
         in writing to such distribution. Any written consent required under
         this paragraph must be obtained not more than 90 days before
         commencement of the distribution and shall be made in a manner
         consistent with Section 6.5(a)(2).

         (d) Any distribution to a Participant who has a benefit which exceeds.
         or has ever exceeded at the time of any prior distribution, $3,500
         shall require such Participant's consent if such distribution commences
         prior to the later of his Normal Retirement Age or age 62. With regard
         to this required consent:

                  (1) No consent shall be valid unless the Participant has
                  received a general description of the material features and an
                  explanation of the relative values of the optional forms of
                  benefit available under the Plan that would satisfy the notice
                  requirements of Code Section 417.

                  (2) The Participant must be informed of his right to defer
                  receipt of the distribution. If a Participant fails to
                  consent, it shall be deemed an election to defer the
                  commencement of payment of any benefit. However, any election
                  to defer the receipt of benefits shall not apply with respect
                  to distributions which are required under Section 6.5(e).

                  (3) Notice of the rights specified under this paragraph shall
                  be provided no



                                       54
<PAGE>   59


                  less than 30 days and no more than 90 days before the "annuity
                  starting date."

                  (4) Written consent of the Participant to the distribution
                  must not be made before the Participant receives the notice
                  and must not be made more than 90 days before the "annuity
                  starting date."

                  (5) No consent shall be valid if a significant detriment is
                  imposed under the Plan on any Participant who does not consent
                  to the distribution.

         (e) Notwithstanding any provision in the Plan to the contrary, the
         distribution of a Participant's benefits, made on or after January 1,
         1985, whether under the Plan or through the purchase of an annuity
         Contract, shall be made in accordance with the following requirements
         and shall otherwise comply with Code Section 401(a)(9) and the
         Regulations thereunder (including Regulation Section 1.401(a)(9)-2),
         the provisions of which are incorporated herein by reference:

                  (1) A Participant's benefits shall be distributed to him not
                  later than April 1st of the calendar year following the later
                  of (i) the calendar year in which the Participant attains age
                  70 1/2 or (ii) the calendar year in which the Participant
                  retires, provided, however, that this clause (ii) shall not
                  apply in the case of a Participant who is a "five (5) percent
                  owner" at any time during the five (5) Plan Year period ending
                  in the calendar year in which he attains age 70 1/2 or, in the
                  case of a Participant who becomes a "five (5) percent owner"
                  during any subsequent Plan Year, clause (ii) shall no longer
                  apply and the required beginning date shall be the April 1st
                  of the calendar year following the calendar year in which such
                  subsequent Plan Year ends. Alternatively, distributions to a
                  Participant must begin no later than the applicable April 1st
                  as determined under the preceding sentence and must be made
                  over the life of the Participant (or the lives of the
                  Participant and the Participant's designated Beneficiary) or,
                  if benefits are paid in the form of a Joint and Survivor
                  Annuity, the life expectancy of the Participant (or the life
                  expectancies of the Participant and his designated
                  Beneficiary) in accordance with Regulations. For Plan Years
                  beginning after December 31, 1988, clause (ii) above shall not
                  apply to any Participant unless the Participant had attained
                  age 70 1/2 before January 1, 1988 and was not a "five (5)
                  percent owner" at any time during the Plan Year ending with or
                  within the calendar year in which the Participant attained age
                  66 1/2 or any subsequent Plan Year.

                  (2) Distributions to a Participant and his Beneficiaries shall
                  only be made in accordance with the incidental death benefit
                  requirements of Code Section 401(a)(9)(G) and the Regulations
                  thereunder.

                           Additionally, for calendar years beginning before
                  1989, distributions may also be made under an alternative
                  method which provides that the then present value of the
                  payments to be made over the period of the Participant's life
                  expectancy exceeds fifty percent (50%) of the then present
                  value of the total



                                       55
<PAGE>   60


                  payments to be made to the Participant and his Beneficiaries.

         (f) For purposes of this Section, the life expectancy of a Participant
         and a Participant's spouse (other than in the case of a life annuity)
         shall be re-determined annually in accordance with Regulations if
         permitted pursuant to the Adoption Agreement. If the Participant or the
         Participant's spouse may elect whether recalculations will be made,
         then the election, once made, shall be irrevocable. If no election is
         made by the time distributions must commence, then the life expectancy
         of the Participant and the Participant's spouse shall not be subject to
         recalculation. Life expectancy and joint and last survivor expectancy
         shall be computed using the return multiples in Tables V and VI of
         Regulation 1.72-9.

         (g) All annuity Contracts under this Plan shall be non-transferable
         when distributed. Furthermore, the terms of any annuity Contract
         purchased and distributed to a Participant or spouse shall comply with
         all of the requirements of this Plan.

         (h) Subject to the spouse's right of consent afforded under the Plan,
         the restrictions imposed by this Section shall not apply if a
         Participant has, prior to January 1, 1984, made a written designation
         to have his retirement benefit paid in an alternative method acceptable
         under Code Section 401(a) as in effect prior to the enactment of the
         Tax Equity and Fiscal Responsibility Act of 1982.

         (i) If a distribution is made at a time when a Participant who has not
         terminated employment is not fully Vested in his Participant's Account
         and the Participant may increase the Vested percentage in such account:

                  (1) A separate account shall be established for the
                  Participant's interest in the Plan as of the time of the
                  distribution, and

                  (2) At any relevant time the Participant's Vested portion of
                  the separate account shall be equal to an amount ("X")
                  determined by the formula:

                                 X equals P(AB plus (RxD))-(R x D)

                           For purposes of applying the formula: P is the Vested
                  percentage at the relevant time, AB is the account balance at
                  the relevant time, D is the amount of distribution, and R is
                  the ratio of the account balance at the relevant time to the
                  account balance after distribution.

6.6      DISTRIBUTION OF BENEFITS UPON DEATH

         (a) Unless otherwise elected as provided below, a Vested Participant
         who dies before the annuity starting date and who has a surviving
         spouse shall have the Pre-Retirement Survivor Annuity paid to his
         surviving spouse. The Participant's spouse may direct that payment of
         the Pre-Retirement Survivor Annuity commence within a reasonable period



                                       56
<PAGE>   61


         after the Participant's death. If the spouse does not so direct,
         payment of such benefit will commence at the time the Participant would
         have attained the later of his Normal Retirement Age or age 62.
         However, the spouse may elect a later commencement date. Any
         distribution to the Participant's spouse shall be subject to the rules
         specified in Section 6.6(h).

         (b) Any election to waive the Pre-Retirement Survivor Annuity before
         the Participant's death must be made by the Participant in writing
         during the election period and shall require the spouse's irrevocable
         consent in the same manner provided for in Section 6.5(a)(2). Further,
         the spouse's consent must acknowledge the specific non-spouse
         Beneficiary. Notwithstanding the foregoing, the non-spouse Beneficiary
         need not be acknowledged, provided the consent of the spouse
         acknowledges that the spouse has the right to limit consent only to a
         specific Beneficiary and that the spouse voluntarily elects to
         relinquish such right.

         (c) The election period to waive the Pre-Retirement Survivor Annuity
         shall begin on the first day of the Plan Year in which the Participant
         attains age 35 and end on the date of the Participant's death. An
         earlier waiver (with spousal consent) may be made provided a written
         explanation of the Pre-Retirement Survivor Annuity is given to the
         Participant and such waiver becomes invalid at the beginning of the
         Plan Year in which the Participant turns age 35. In the event a Vested
         Participant separates from service prior to the beginning of the
         election period, the election period shall begin on the date of such
         separation from service.

         (d) With regard to the election, the Administrator shall provide each
         Participant within the applicable period, with respect to such
         Participant (and consistent with Regulations), a written explanation of
         the Pre-Retirement Survivor Annuity containing comparable information
         to that required pursuant to Section 6.5(a)(4). For the purposes of
         this paragraph, the term "applicable period" means, with respect to a
         Participant, 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. For this purpose, in the case of an individual
                  who becomes a Participant after age 32, the explanation must
                  be provided by the end of the three-year period beginning with
                  the first day of the first Plan Year for which the individual
                  is a Participant;

                  (3) A reasonable period ending after the Plan no longer fully
                  subsidizes the cost of the Pre-Retirement Survivor Annuity
                  with respect to the Participant;

                  (4) A reasonable period ending after Code Section 401(a)(11)
                  applies to the Participant; or



                                       57
<PAGE>   62


                  (5) A reasonable period after separation from service in the
                  case of a Participant who separates before attaining age 35.
                  For this purpose, the Administrator must provide the
                  explanation beginning one year before the separation from
                  service and ending one year after separation.

         (e) The Pre-Retirement Survivor Annuity provided for in this Section
         shall apply only to Participants who are credited with an Hour of
         Service on or after August 23, 1984. Former Participants who are not
         credited with an Hour of Service on or after August 23, 1984 shall be
         provided with rights to the Pre-Retirement Survivor Annuity in
         accordance with Section 303(c)(2) of the Retirement Equity Act of 1984.

         (f) If the value of the Pre-Retirement Survivor Annuity derived from
         Employer and Employee Contributions does not exceed $3,500 and has
         never exceeded $3,500 at the time of any prior distribution, the
         Administrator shall direct the immediate distribution of such amount to
         the Participant's spouse. No distribution may be made under the
         preceding sentence after the annuity starting date unless the spouse
         consents in writing. If the value exceeds. or has ever exceeded at the
         time of any prior distribution, $3,500, an immediate distribution of
         the entire amount may be made to the surviving spouse, provided such
         surviving spouse consents in writing to such distribution. Any written
         consent required under this paragraph must be obtained not more than 90
         days before commencement of the distribution and shall be made in a
         manner consistent with Section 6.5(a)(2).

         (g)      (1) In the event there is an election to waive the
                  Pre-Retirement Survivor Annuity, and for death benefits in
                  excess of the Pre-Retirement Survivor Annuity, such death
                  benefits shall be paid to the Participant's Beneficiary by
                  either of the following methods, as elected by the Participant
                  (or if no election has been made prior to the Participant's
                  death, by his Beneficiary) subject to the rules specified in
                  Section 6.6(h) and the selections made in the Adoption
                  Agreement:

                           (i) One lump-sum payment in cash or in property;

                           (ii) Payment in monthly, quarterly, semi-annual, or
                           annual cash installments over a period to be
                           determined by the Participant or his Beneficiary.
                           After periodic installments commence, the Beneficiary
                           shall have the right to reduce the period over which
                           such periodic installments shall be made, and the
                           cash amount of such periodic installments shall be
                           adjusted accordingly.

                           (iii) If death benefits in excess of the
                           Pre-Retirement Survivor Annuity are to be paid to the
                           surviving spouse, such benefits may be paid pursuant
                           to (i) or (ii) above, or used to purchase an annuity
                           so as to increase the payments made pursuant to the
                           Pre-Retirement Survivor Annuity;



                                       58
<PAGE>   63


                  (2) In the event the death benefit payable pursuant to Section
                  6.2 is payable in installments, then, upon the death of the
                  Participant, the Administrator may direct that the death
                  benefit be segregated and invested separately, and that the
                  funds accumulated in the segregated account be used for the
                  payment of the installments.

         (h) Notwithstanding any provision in the Plan to the contrary,
         distributions upon the death of a Participant made on or after January
         1, 1985, shall be made in accordance with the following requirements
         and shall otherwise comply with Code Section 401(a)(9) and the
         Regulations thereunder.

                  (1) If it is determined, pursuant to Regulations, that the
                  distribution of a Participant's interest has begun and the
                  Participant dies before his entire interest has been
                  distributed to him, the remaining portion of such interest
                  shall be distributed at least as rapidly as under the method
                  of distribution selected pursuant to Section 6.5 as of his
                  date of death.

                  (2) If a Participant dies before he has begun to receive any
                  distributions of his interest in the Plan or before
                  distributions are deemed to have begun pursuant to
                  Regulations, then his death benefit shall be distributed to
                  his Beneficiaries in accordance with the following rules
                  subject to the selections made in the Adoption Agreement and
                  Subsections 6.6(h)(3) and 6.6(i) below:

                           (i) The entire death benefit shall be distributed to
                           the Participant's Beneficiaries by December 31st of
                           the calendar year in which the fifth anniversary of
                           the Participant's death occurs;

                           (ii) The 5-year distribution requirement of (i) above
                           shall not apply to any portion of the deceased
                           Participant's interest which is payable to or for The
                           benefit of a designated Beneficiary. In such event.
                           such portion shall be distributed over the life of
                           such designated Beneficiary (or over a period not
                           extending beyond the life expectancy of such
                           designated Beneficiary) provided such distribution
                           begins not later than December 31st of the calendar
                           year immediately following the calendar year in which
                           the Participant died;

                           (iii) However, in the event the Participant's spouse
                           (determined as of the date of the Participant's
                           death) is his designated Beneficiary, the provisions
                           of (ii) above shall apply except that the requirement
                           that distributions commence within one year of the
                           Participant's death shall not apply. In lieu thereof,
                           distributions must commence on or before the later
                           of, (1) December 31st of the calendar year
                           immediately following the calendar year in which the
                           Participant died; or (2) December 31st of the
                           calendar year in which the Participant would have
                           attained age 70 1/2. If the surviving spouse dies
                           before distributions to such spouse begin, then the
                           5-



                                       59
<PAGE>   64


                           year distribution requirement of this Section shall
                           apply as if the spouse was the Participant.

                  (3) Notwithstanding subparagraph (2) above, or any selections
                  made in the Adoption Agreement, if a Participant's death
                  benefits are to be paid in the form of a Pre-Retirement
                  Survivor Annuity, then distributions to the Participant's
                  surviving spouse must commence on or before the later of: (1)
                  December 31st of the calendar year immediately following the
                  calendar year in which the Participant died: or (2) December
                  31st of the calendar year in which the Participant would have
                  attained age 70 1/2.

         (i) For purposes of Section 6.6(h)(2), the election by a designated
         Beneficiary to be excepted from the 5-year distribution requirement (if
         permitted in the Adoption Agreement) must be made no later than
         December 31st of the calendar year following the calendar year of the
         Participant's death. Except, however, with respect to a designated
         Beneficiary who is the Participant's surviving spouse, the election
         must be made by the earlier of: (1) December 31st of the calendar year
         immediately following the calendar year in which the Participant died
         or, if later, the calendar year in which the Participant would have
         attained age 70 1/2; or (2) December 31st of the calendar year which
         contains the fifth anniversary of the date of the Participant's death.
         An election by a designated Beneficiary must be in writing and shall be
         irrevocable as of the last day of the election period stated herein. In
         the absence of an election by the Participant or a designated
         Beneficiary, the 5-year distribution requirement shall apply.

         (j) For purposes of this Section, the life expectancy of a Participant
         and a Participant's spouse (other than in the case of a life annuity)
         shall or shall not be re-determined annually as provided in the
         Adoption Agreement and in accordance with Regulations. If the
         Participant or the Participant's spouse may elect, pursuant to the
         Adoption Agreement, to have life expectancies recalculated, then the
         election, once made shall be irrevocable. If no election is made by the
         time distributions must commence, then the life expectancy of the
         Participant and the Participant's spouse shall not be subject to
         recalculation. Life expectancy and joint and last survivor expectancy
         shall be computed using the return Multiples in Tables V and VI of
         Regulation Section 1.72-9.

         (k) In the event that less than 100% of a Participant's interest in the
         Plan is distributed to such Participant's spouse, the portion of the
         distribution attributable to the Participant's Voluntary Contribution
         Account shall be in the same proportion that the Participant's
         Voluntary Contribution Account bears to the Participant's total
         interest in the Plan.

         (l) Subject to the spouse's right of counsel afforded under the Plan,
         the restrictions imposed by this Section shall not apply if a
         Participant has, prior to January 1, 1984, made a written designation
         to have his death benefits paid in an alternative method acceptable
         under Code Section 401(a) as in effect prior to the enactment of the
         Tax Equity and Fiscal Responsibility Act of 1982.



                                       60
<PAGE>   65


6.7      TIME OF SEGREGATION OR DISTRIBUTION

         Except as limited by Sections 6.5 and 6.6, whenever a distribution is
to be made, or a series of payments are to commence, on or as of an Anniversary
Date, the distribution or series of payments may be made or begun on such date
or as soon thereafter as is practicable, but in no event later than 180 days
after the Anniversary Date. However, unless a Former Participant elects in
writing to defer the receipt of benefits (such election may not result in a
death benefit that is more than incidental), the payment of benefits shall begin
not later than the 60th day after the close of the Plan Year in which the latest
of the following events occurs: (a) the date on which the Participant attains
the earlier of age 65 or the Normal Retirement Age specified herein; (b) the
10th anniversary of the year in which the Participant commenced participation in
the Plan; or (c) the date the Participant terminates his service with the
Employer.

         Notwithstanding the foregoing, the failure of a Participant and, if
applicable, the Participant's spouse, to consent to a distribution pursuant to
Section 6.5(d), shall be deemed to be an election to defer the commencement of
payment of any benefit sufficient to satisfy this Section.

6.8      DISTRIBUTION FOR MINOR BENEFICIARY

         In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

         In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement. Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated. such benefit shall be restored,
first from Forfeitures, if any, and then from an additional Employer
contribution if necessary.

6.10     PRE-RETIREMENT DISTRIBUTION

         For Profit Sharing Plans and 401(k) Profit Sharing Plans, if elected in
the Adoption Agreement, at such time as a Participant shall have attained the
age specified in the Adoption Agreement, the Administrator, at the election of
the Participant, shall direct the distribution of up



                                       61
<PAGE>   66


to the entire amount then credited to the accounts maintained on behalf of the
Participant. However, no such distribution from the Participant's Account shall
occur prior to 100% Vesting. In the event that the Administrator makes such a
distribution, the Participant shall continue to be eligible to participate in
the Plan on the same basis as any other Employee. Any distribution made pursuant
to this Section shall be made in a manner consistent with Section 6.5,
including, but not limited to, all notice and consent requirements of Code
Sections 411(a)(11) and 417 and the Regulations thereunder.

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP

         (a) For Profit Sharing Plans, if elected in the Adoption Agreement, the
         Administrator. at the election of the Participant. shall direct the
         distribution to any Participant in any one Plan Year up to the lesser
         of 100% of his Participant's Combined Account valued as of the last
         Anniversary Date or other valuation date or the amount necessary to
         satisfy the immediate and heavy financial need of the Participant. Any
         distribution made pursuant to this Section shall be deemed to be made
         as of the first day of the Plan Year or, if later, the valuation date
         immediately preceding the date of distribution, and the account from
         which the distribution is made shall be reduced accordingly. Withdrawal
         under this Section shall be authorized only if the distribution is on
         account of:

                  (1) Medical expenses described in Code Section 213(d) incurred
                  by the Participant, his spouse, or any of his dependents (as
                  defined in Code Section 152) or expenses necessary for these
                  persons to obtain medical care;

                  (2) The purchase (excluding mortgage payments) of a principal
                  residence for the Participant;

                  (3) Funeral expenses for a member of the Participant's family;

                  (4) Payment of tuition and related educational fees for the
                  next 12 months of post-secondary education for the
                  Participant, his spouse, children, or dependents; or

                  (5) The need to prevent the eviction of the Participant from
                  his principal residence or foreclosure on the mortgage of the
                  Participant's principal residence.

         (b) No such distribution shall be made from the Participant's Account
         until such Account has become fully Vested.

         (c) Any distribution made pursuant to this Section shall be made in a
         manner which is consistent with and satisfies the provisions of Section
         6.5, including, but not limited to, all notice and consent requirements
         of Code Sections 411(a)(11) and 417 and the Regulations thereunder.

6.12     LIMITATIONS ON BENEFITS AND DISTRIBUTIONS



                                       62
<PAGE>   67


         All rights and benefits, including elections, provided to a Participant
in this Plan shall be subject to the rights afforded to any "alternate payee"
under a "qualified domestic relations order." Furthermore, a distribution to an
"alternate payee" shall be permitted if such distribution is authorized by a
"qualified domestic relations order," even if the affected Participant has not
reached the "earliest retirement age" under the Plan. For the purposes of this
Section, "alternate payee," "qualified domestic relations order" and "earliest
retirement age" shall have the meaning set forth under Code Section 414(p).

6.13     SPECIAL RULE FOR NON-ANNUITY PLANS

         If elected in the Adoption Agreement, the following shall apply to a
Participant in a Profit Sharing Plan or 401(k) Profit Sharing Plan and to any
distribution, made on or after the first day of the First plan year beginning
after December 31, 1988, from or under a separate account attributable solely to
accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and maintained on behalf of a participant in a money purchase
pension plan, (including a target benefit plan):

         (a) The Participant shall be prohibited from electing benefits in the
         form of a life annuity;

         (b) Upon the death of the Participant, the Participant's entire Vested
         account balances will be paid to his or her surviving spouse, or, if
         there is no surviving spouse or the surviving spouse has already
         consented to waive his or her benefit; in accordance with Section 6.6,
         to his designated Beneficiary;

         (c) Except to the extent otherwise provided in this Section and Section
         6.5(h), the other provisions of Sections 6.2, 6.5 and 6.6 regarding
         spousal consent and the forms of distributions shall be inoperative
         with respect to this Plan.

         (d) If a distribution is one to which Sections 401(a)(11) and 417 of
         the Internal Revenue Code do not apply, such distribution may commence
         less than 30 days after the notice required under Section
         1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

                  (1) the Plan Administrator clearly informs the Participant
                  that the Participant has a right to a period of at least 30
                  days after the notice to consider the decision of whether or
                  not to elect a distribution (and, if applicable, a particular
                  distribution option), and

                  (2) the Participant, after receiving the notice, affirmatively
                  elects a distribution.

                           This Section shall not apply to any Participant if it
                  is determined that this Plan is a direct or indirect
                  transferee of a defined benefit plan or money purchase



                                       63
<PAGE>   68


                  plan, or a target benefit plan, stock bonus or profit sharing
                  plan which would otherwise provide for a life annuity form of
                  payment to the Participant.








                                       64
<PAGE>   69


                                   ARTICLE VII
                                     TRUSTEE

7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE

         The Trustee shall have the following categories of responsibilities:

         (a) Consistent with the "funding policy and method" determined by the
         Employer to invest, manage, and control the Plan assets subject,
         however, to the direction of an Investment Manager if the Employer
         should appoint such manager as to all or a portion of the assets of the
         Plan;

         (b) At the direction of the Administrator, to pay benefits required
         under the Plan to be paid to Participants, or, in the event of their
         death, to their Beneficiaries;

         (c) To maintain records of receipts and disbursements and furnish to
         the Employer and/or Administrator for each Plan Year a written annual
         report per Section 7.7; and

         (d) If there shall be more than one Trustee, they shall act by a
         majority of their number, but may authorize one or more of them to sign
         papers on their behalf.

7.2      INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

         (a) The Trustee shall invest and reinvest the Trust Fund to keep the
         Trust Fund invested without distinction between principal and income
         and in such securities or property, real or personal, wherever
         situated, as the Trustee shall deem advisable, including, but not
         limited to, stocks, common or preferred, bonds and other evidences of
         indebtedness or ownership, and real estate or any interest therein. The
         Trustee shall at all times in making investments of the Trust Fund
         consider, among other factors, the short and long-term financial needs
         of the Plan on the basis of information furnished by the Employer. In
         making such investments, the Trustee shall not be restricted to
         Securities or other property of the character expressly authorized by
         the applicable law for trust investments; however, the Trustee shall
         give due regard to any limitations imposed by the Code or the Act so
         that at all times this Plan may qualify as a qualified Plan and Trust.

         (b) The Trustee may employ a bank or trust company pursuant to the
         terms of its usual and customary bank agency agreement, under which the
         duties of such bank or trust company shall be of a custodial, clerical
         and record-keeping nature.

         (c) The Trustee may from time to time transfer to a common, collective,
         or pooled trust fund maintained by any corporate Trustee hereunder
         pursuant to Revenue Ruling 8 1-100, all or such part of the Trust Fund
         as the Trustee may deem advisable, and such part or all of the Trust
         Fund so transferred shall be subject to all the terms and provisions of
         the common, collective, or pooled trust fund which contemplate the
         commingling for investment purposes of such trust assets with trust
         assets of other trusts. The Trustee may



                                       65
<PAGE>   70


         withdraw from such common, collective, or pooled trust fund all or such
         part of the Trust Fund as the Trustee may deem advisable.

         (d) The Trustee, at the direction of the Administrator and pursuant to
         instructions from the individual designated in the Adoption Agreement
         for such purpose and subject to the conditions set forth in the
         Adoption Agreement, shall ratably apply for, own, and pay all premiums
         on Contracts on the lives of the Participants. Any initial or
         additional Contract purchased on behalf of a Participant shall have a
         face amount of not less than $1,000, the amount set forth in the
         Adoption Agreement, or the limitation of the Insurer, whichever is
         greater. If a life insurance Contract is to be purchased for a
         Participant, the aggregate premium for ordinary life insurance for each
         Participant must be less than 50% of the aggregate contributions and
         Forfeitures allocated to a Participant's Combined Account. For purposes
         of this limitation, ordinary life insurance Contracts are Contracts
         with both non-decreasing death benefits and non-increasing premiums. If
         term insurance or universal life insurance is purchased with such
         contributions, the aggregate premium must be 25% or less of the
         aggregate contributions and Forfeitures allocated to a Participant's
         Combined Account. If both term insurance and ordinary life insurance
         are purchased with such contributions, the amount expended for term
         insurance plus one-half of the premium for ordinary life insurance may
         not in the aggregate exceed 25% of the aggregate Employer contributions
         and Forfeitures allocated to a Participant's Combined Account. The
         Trustee must distribute the Contracts to the Participant or convert the
         entire value of the Contracts at or before retirement into cash or
         provide for a periodic income so that no portion of such value may be
         used to continue life insurance protection beyond retirement.
         Notwithstanding the above, the limitations imposed herein with respect
         to the purchase of life insurance shall not apply, in the case of a
         Profit Sharing Plan, to the portion of a Participant's Account that has
         accumulated for at least two (2) Plan Years.

                  Notwithstanding anything hereinabove to the contrary, amounts
         credited to a Participant's Qualified Voluntary Employee Contribution
         Account pursuant to Section 4.9, shall not be applied to the purchase
         of life insurance contracts.

         (e) The Trustee will be the owner of any life insurance Contract
         purchased under the terms of this Plan. The Contract must provide that
         the proceeds will be payable to the Trustee; however, the Trustee shall
         be required to pay over all proceeds of the Contract to the
         Participant's designated Beneficiary in accordance with the
         distribution provisions of Article VI. A Participant's spouse will be
         the designated Beneficiary pursuant to Section 6.2, unless a qualified
         election has been made in accordance with Sections 6.5 and 6.6 of the
         Plan. if applicable. Under no circumstances shall the Trust retain any
         part of the proceeds. However, the Trustee shall not pay the proceeds
         in a method that would violate the requirements of the Retirement
         Equity Act, as stated in Article VI of the Plan, or Code Section
         401(a)(9) and the Regulations thereunder.

7.3      OTHER POWERS OF THE TRUSTEE

         The Trustee, in addition to all powers and authorities under common
law, statutory



                                       66
<PAGE>   71


authority, including the Act, and other provisions of this Plan, shall have the
following powers and authorities to be exercised in the Trustee's sole
discretion:

         (a) To purchase, or subscribe for, any securities or other property and
         to retain the same. In conjunction with the purchase of securities,
         margin accounts may be opened and maintained;

         (b) To sell, exchange, convey, transfer, grant options to purchase, or
         otherwise dispose of any securities or other property held by the
         Trustee, by private contract or at public auction. No person dealing
         with the Trustee shall be bound to see to the application of the
         purchase money or to inquire into the validity, expediency, or
         propriety of any such sale or other disposition, with or without
         advertisement;

         (c) To vote upon any stocks, bonds, or other securities; to give
         general or special proxies or powers of attorney with or without power
         of substitution; to exercise any conversion privileges, subscription
         rights or other options, and to make any payments incidental thereto;
         to oppose, or to consent to, or otherwise participate in, corporate
         reorganizations or other changes affecting corporate securities, and to
         delegate discretionary powers, and to pay any assessments or charges in
         connection therewith; and generally to exercise any of the powers of an
         owner with respect to stocks, bonds, securities, or other property;

         (d) To cause any securities or other property to be registered in the
         Trustee's own name or in the name of one or more of the Trustee's
         nominees, and to hold any investments in bearer form, but the books and
         records of the Trustee shall at all times show that all such
         investments are part of the Trust Fund;

         (e) To borrow or raise money for the purposes of the Plan in such
         amount, and upon such terms and conditions, as the Trustee shall deem
         advisable; and for any sum so borrowed, to issue a promissory note as
         Trustee, and to secure the repayment thereof by pledging all, or any
         part, of the Trust Fund, and no person lending money to the Trustee
         shall be bound to see to the application of the money lent or to
         inquire into the validity, expediency, or propriety of any borrowing;

         (f) To keep such portion of the Trust Fund in cash or cash balances as
         the Trustee may, from time to time, deem to be in the best interests of
         the Plan, without liability for interest thereon;

         (g) To accept and retain for such time as it may deem advisable any
         securities or other property received or acquired by it as Trustee
         hereunder, whether or not such securities or other property would
         normally be purchased as investments hereunder;

         (h) To make, execute, acknowledge, and deliver any and all documents of
         transfer and conveyance and any and all other instruments that may be
         necessary or appropriate to Carry out the powers herein granted;



                                       67
<PAGE>   72


         (i) To Settle, compromise, or submit to arbitration any claims, debts,
         or damages due or owing to or from the Plan, to commence or defend
         suits or legal or administrative proceedings, and to represent the Plan
         in all suits and legal and administrative proceedings;

         (j) To employ suitable agents and counsel and to pay their reasonable
         expenses an compensation, and such agent or counsel may or may not be
         agent or counsel for the Employer:

         (k) To apply for and procure from the Insurer as an investment of the
         Trust Fund such annuity, or other Contracts (on the life of any
         Participant) as the Administrator shall deem proper; to exercise, at
         any time or from time to time, whatever rights and privileges may be
         granted under such annuity, or other Contracts; to collect, receive,
         and settle for the proceeds of all such annuity, or other Contracts as
         and when entitled to do so under the provisions thereof;

         (l) To invest funds of the Trust in time deposits or savings accounts
         bearing a reasonable rate of interest in the Trustee's bank;

         (m) To invest in Treasury Bills and other forms of United States
         government obligations;

         (n) To sell, purchase and acquire put or call options if the options
         are traded on and purchased through a national securities exchange
         registered under the Securities Exchange Act of 1934, as amended, or,
         if the options are not traded on a national securities exchange, are
         guaranteed by a member firm of the New York Stock Exchange;

         (o) To deposit monies in federally insured savings accounts or
         certificates of deposit in banks or savings and loan associations;

         (p) To pool all or any of the Trust Fund, from time to time, with
         assets belonging to any other qualified employee pension benefit trust
         created by the Employer or any Affiliated Employer, and to commingle
         such assets and make joint or common investments and carry joint
         accounts on behalf of this Plan and such other trust or trusts,
         allocating undivided shares or interests in such investments or
         accounts or any pooled assets of the two or more trusts in accordance
         with their respective interests;

         (q) To do all such acts and exercise all such rights and privileges,
         although not specifically mentioned herein, as the Trustee may deem
         necessary to carry out the purposes of the Plan;

         (r) Directed Investment Account. The powers granted to the Trustee
         shall be exercised in the sole Fiduciary discretion of the Trustee.
         However, if elected in the Adoption Agreement, each Participant may
         direct the Trustee to separate and keep



                                       68
<PAGE>   73


         separate all or a portion of his interest in the Plan; and further each
         Participant is authorized and empowered, in his sole and absolute
         discretion, to give directions to the Trustee in such form as the
         Trustee may require concerning the investment of the Participant's
         Directed Investment Account, which directions must be followed by the
         Trustee subject, however, to restrictions on payment of life insurance
         premiums. Neither the Trustee nor any other persons including the
         Administrator or otherwise shall be under any duty to question any such
         direction of the Participant or to review any securities or other
         property, real or personal, or to make any suggestions to the
         Participant in connection therewith, and the Trustee shall comply as
         promptly as practicable with directions given by the Participant
         hereunder. Any such direction may be of a continuing nature or
         otherwise and may be revoked by the Participant at any time in such
         form as the Trustee may require. The Trustee may refuse to comply with
         any direction from the Participant in the event the Trustee, in its
         sole and absolute discretion, deems such directions improper by virtue
         of applicable law, and in such event, the Trustee shall not be
         responsible or liable for any loss or expense which may result. Any
         costs and expenses related to compliance with the Participant's
         directions shall be borne by the Participant's Directed Investment
         Account.

                  Notwithstanding anything hereinabove to the contrary, the
         Trustee shall not, at any time after December 31, 1981, invest any
         portion of a Directed Investment Account in "collectibles" within the
         meaning of that Term as employed in Code Section 408(m).

7.4      LOANS TO PARTICIPANTS

         (a) If specified in the Adoption Agreement, the Trustee (or, if loans
         are treated as Directed Investment pursuant to the Adoption Agreement,
         the Administrator) may, in the Trustee's (or, if applicable, the
         Administrator's) sole discretion, make loans to Participants or
         Beneficiaries under the following circumstances: (1) loans shall be
         made available to all Participants and Beneficiaries on a reasonably
         equivalent basis; (2) loans shall not be made available to Highly
         Compensated Employees in an amount greater than the amount made
         available to other Participants; (3) loans shall bear a reasonable rate
         of interest; (4) loans shall be adequately secured; and (5) shall
         provide for periodic repayment over a reasonable period of time.

         (b) Loans shall not be made to any Shareholder-Employee or
         Owner-Employee unless an exemption for such loan is obtained pursuant
         to Act Section 408 and further provided that such loan would not be
         subject to tax pursuant to Code Section 4975.

         (c) Loans shall not be granted to any Participant that provide for a
         repayment period extending beyond such Participant's Normal Retirement
         Date.

         (d) Loans made pursuant to this Section (when added to the outstanding
         balance of all other loans made by the Plan to the Participant) shall
         be limited to the lesser of:

                  (1) $50,000 reduced by the excess (if any) of the highest
                  outstanding balance



                                       69
<PAGE>   74


                  of loans from the Plan to the Participant during the one year
                  period ending on the day before the date on which such loan is
                  made, over the outstanding balance of loans from the Plan to
                  the Participant on the date on which such loan was made, or

                  (2) the greater of (A) one-half (1/2) of the present value of
                  the non-forfeitable accrued benefit of the Employee under the
                  Plan, or (B), if permitted pursuant to the Adoption Agreement,
                  $10,000.

                           For purposes of this limit, all plans of the Employer
                  shall be considered one plan. Additionally, with respect to
                  any loan made prior to January 1, 1987, the $50,000 limit
                  specified in (1) above shall be unreduced.

         (e) No Participant loan shall take into account the present value of
         such Participant's Qualified Voluntary Employee Contribution Account.

         (f) Loans shall provide for level amortization with payments to be made
         not less frequently than quarterly over a period not to exceed Eve (5)
         years. However, loans used to acquire any dwelling unit which, within a
         reasonable time, is to be used (determined at the time the loan is
         made) as a principal residence of the Participant shall provide for
         periodic repayment over a reasonable period of time that may exceed
         five (5) years. Notwithstanding the foregoing, 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 family
         (within the meaning of Code Section 267(c)(4)) may provide for periodic
         repayment over a reasonable period of time that may exceed five (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.

         (g) An assignment or pledge of any portion of a Participant's interest
         in the Plan and a loan, pledge, or assignment with respect to any
         insurance Contract purchased under the Plan, shall be treated as a loan
         under this Section.

         (h) Any loan made pursuant to this Section after August 18, 1985 where
         the Vested interest of the Participant is used to secure such loan
         shall require the written consent of the Participant's spouse in a
         manner consistent with Section 6.5(a) provided the spousal consent
         requirements of such Section apply to the Plan. Such written consent
         must be obtained within the 90-day period prior to the date the loan is
         made. Any security interest held by the Plan by reason of an
         outstanding loan to the Participant shall be taken into account in
         determining the amount of the death benefit or Pre-Retirement Survivor
         Annuity. However, no spousal consent shall be required under this
         paragraph if the total accrued benefit subject to the security is not
         in excess of $3,500.

         (i) With regard to any loans granted or renewed on or after the last
         day of the first



                                       70
<PAGE>   75


         Plan Year beginning after December 31, 1988, a Participant loan program
         shall be established which must include, but need not be limited to,
         the following:

                  (1) the identity of the person or positions authorized to
                  administer the Participant loan program;

                  (2) a procedure for applying for loans;

                  (3) the basis on which loans will be approved or denied;

                  (4) limitations, if any, on the types and amounts of loans
                  offered, including what constitutes a hardship or financial
                  need if selected in the Adoption Agreement,

                  (5) the procedure under the program for determining a
                  reasonable rate of interest;

                  (6) the types of collateral which may secure a Participant
                  loan; and

                  (7) the events constituting default and the steps that will be
                  taken to preserve plan assets.

                           Such Participant loan program shall be contained in a
                  separate written document which, when properly executed, is
                  hereby incorporated by reference and made a part of this plan.
                  Furthermore, such Participant loan program may be modified or
                  amended in writing from time to time without the necessity of
                  amending this Section of the Plan.

7.5      DUTIES OF THE TRUSTEE REGARDING PAYMENTS

         At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not bc responsible in any way for the application of
such payments.

7.6      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

         The Trustee shall be paid such reasonable compensation as set forth in
the Trustee's fee schedule (if the Trustee has such a schedule) or as agreed
upon in writing by the Employer and the Trustee. An individual serving as
Trustee who already receives full-time pay from the Employer shall not receive
compensation from ,his Plan. In addition, the Trustee shall be reimbursed for
any reasonable expenses, including reasonable counsel fees incurred by it as
Trustee. Such compensation and expenses shall be paid from the Trust Fund unless
paid or advanced by the Employer. All taxes of any kind and all kinds whatsoever
that may be levied or assessed under existing or future laws upon, or in respect
of, the Trust Fund or the income thereof, shall be paid from the Trust Fund.



                                       71
<PAGE>   76


7.7      ANNUAL REPORT OF THE TRUSTEE

         Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer's contribution for each Plan Year, the Trustee,
or its agent, shall furnish to the Employer and Administrator a written
statement of account with respect to the Plan Year for which such contribution
was made setting forth:

         (a) the net income, or loss, of the Trust Fund;

         (b) the gains, or losses, realized by the Trust Fund upon sales or
         other disposition of the assets;

         (c) the increase, or decrease, in the value of the Trust Fund;

         (d) all payments and distributions made from the Trust Fund; and

         (e) such further information as the Trustee and/or Administrator deems
         appropriate. The Employer, forthwith upon its receipt of each such
         statement of account, shall acknowledge receipt thereof in writing and
         advise the Trustee and/or Administrator of its approval or disapproval
         thereof. Failure by the Employer to disapprove any such statement of
         account within thirty (30) days after its receipt thereof shall be
         deemed an approval thereof. The approval by the Employer of any
         statement of account shall be binding as to all matters embraced
         therein as between the Employer and the Trustee to the same extent as
         if the account of the Trustee had been settled by judgment or decree in
         an action for a judicial settlement of its account in a court of
         competent jurisdiction in which the Trustee, the Employer and all
         persons having or claiming an interest in the Plan were parties;
         provided, however, that nothing herein contained shall deprive the
         Trustee of its right to have its accounts judicially settled if the
         Trustee so desires.

7.8      AUDIT

         (a) If an audit of the Plan's records shall be required by the Act and
         the regulations thereunder for any Plan Year, the Administrator shall
         direct the Trustee to engage on behalf of all Participants an
         independent qualified public accountant for that purpose. Such
         accountant shall, after an audit of the books and records of the Plan
         in accordance with generally accepted auditing standards, within a
         reasonable period after the close of the Plan Year, furnish to the
         Administrator and the Trustee a report of his audit setting forth his
         opinion as to whether any statements, schedules or lists, that are
         required by Act Section 103 or the Secretary of Labor to be filed with
         the Plan's annual report. are presented fairly in conformity with
         generally accepted accounting principles applied consistently.

         (b) All auditing and accounting fees shall be an expense of and may, at
         the election of the Administrator, be paid from the Trust Fund.



                                       72
<PAGE>   77


         (c) If some or all of the information necessary to enable the
         Administrator to comply with Act Section 103 is maintained by a bank,
         insurance company, or similar institution, regulated and supervised and
         subject to periodic examination by a state or federal agency, it shall
         transmit and certify the accuracy of that information to the
         Administrator as provided in Act Section 103(b) within one hundred and
         twenty ( 120) days after the end of the Plan Year or such other date as
         may be prescribed under regulations of the Secretary of Labor.

7.9      RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

         (a) The Trustee may resign at any time by delivering to the Employer,
         at least thirty (30) days before its effective date, a written notice
         of his resignation.

         (b) The Employer may remove the Trustee by mailing by registered or
         certified mail, addressed to such Trustee at his last known address, at
         least thirty (30) days before its effective date, a written notice of
         his removal.

         (c) Upon the death, resignation, incapacity, or removal of any Trustee,
         a successor may be appointed by the Employer; and such successor, upon
         accepting such appointment in writing and delivering same to the
         Employer, shall, without further act, become vested with all the
         estate, rights, powers, discretions, and duties of his predecessor with
         like respect as if he were originally named as a Trustee herein. Until
         such a successor is appointed, the remaining Trustee or Trustees shall
         have full authority to act under the terms of the Plan.

         (d) The Employer may designate one or more successors prior to the
         death, resignation, incapacity, or removal of a Trustee. In the event a
         successor is so designated by the Employer and accepts such
         designation, the successor shall, without further act, become vested
         with all the estate, rights, powers, discretions, and duties of his
         predecessor with the like effect as if he were originally named as
         Trustee herein immediately upon the death, resignation, incapacity, or
         removal of his predecessor.

         (e) Whenever any Trustee hereunder ceases to serve as such, he shall
         furnish to the Employer and Administrator a written statement of
         account with respect to the portion of the Plan Year during which he
         served as Trustee. This statement shall be either (i) included as part
         of the annual statement of account for the Plan Year required under
         Section 7.7 or (ii) set forth in a special statement. Any such special
         statement of account should be rendered to the Employer no later than
         the due date of the annual statement of account for the Plan Year. The
         procedures set forth in Section 7.7 for the approval by the Employer of
         annual statements of account shall apply to any special statement of
         account rendered hereunder and approval by the Employer of any such
         special statement in the manner provided in Section 7.7 shall have the
         same effect upon the statement as the Employer's approval of an annual
         statement of account. No successor to the Trustee shall have any duty
         or responsibility to investigate the acts or transactions of any
         predecessor



                                       73
<PAGE>   78


         who has rendered all statements of account required by Section 7.7 and
         this subparagraph.

7.10     TRANSFER OF INTEREST

         Notwithstanding any other provision contained in this Plan, the Trustee
at the direction of the Administrator shall transfer the Vested interest, if
any, of such Participant in his account to another trust forming part of a
pension, profit sharing, or stock bonus plan maintained by such Participant's
new employer and represented by said employer in writing as meeting the
requirements of Code Section 401(a), provided that the trust to which such
transfers are made permits the transfer to be made.

         (a) Notwithstanding any provision of the plan to the contrary, with
         respect to distributions made after December 31, 1992, a Participant
         shall be permitted to elect to have any "eligible rollover
         distribution" transferred directly to an "eligible retirement plan"
         specified by the Participant. The Plan provisions otherwise applicable
         to distributions continue to apply to the direct transfer option. The
         Participant shall, in the time and manner prescribed by the
         Administrator. Specify the amount to be directly transferred and the
         "eligible retirement plan" to receive the transfer, Any portion of a
         distribution which is not transferred shall be distributed to the
         Participant.

         (b) For purposes of this Section, the term "eligible rollover.
         distribution" means any distribution other than a distribution of
         substantially equal periodic payments over the life or life expectancy
         of the Participant (or joint life or joint life expectancies of the
         Participant and the designated beneficiary) or a distribution over a
         period certain of ten years or more. Amounts required to be distributed
         under Code Section 401(a)(9) are not eligible rollover distributions.
         The direct transfer option described in subsection (a) applies only to
         eligible rollover distributions which would otherwise be includible in
         gross income if not transferred.

         (c) For purposes of this Section, the term "eligible retirement plan"
         means an individual retirement account as described in Code Section
         408(a), an individual retirement annuity as described in Code Section
         408(b), an annuity plan as described in Code Section 403(a), or a
         defined contribution plan as described in Code Section 401(a) which is
         exempt from tax under Code Section 501(a) and which accepts rollover
         distributions.

         (d) The election described in subsection (a) also applies to the
         surviving spouse after the Participant's death; however, distributions
         to the surviving spouse may only be transferred to an individual
         retirement account or individual retirement annuity. For purposes of
         subsection (a), a spouse or former spouse who is the alternate payee
         under a qualified domestic relations order as defined in Code Section
         414(p) will be treated as the Participant.

7.11     TRUSTEE INDEMNIFICATION



                                       74
<PAGE>   79


         The Employer agrees to indemnify and save harmless the Trustee against
any and all claims, losses, damages, expenses and liabilities the Trustee may
incur in the exercise and performance of the Trustee's powers and duties
hereunder, unless the same are determined to be due to gross negligence or
willful misconduct.

7.12     EMPLOYER SECURITIES AND REAL PROPERTY

         The Trustee shall be empowered to acquire and hold "qualifying Employer
securities" and "qualifying Employer real property," as those terms are defined
in the Act. However, no more than 100%, in the case of a Profit Sharing Plan or
401(k) Plan or 10%, in the case of a Money Purchase Plan of the fair market
value of all the assets in the Trust Fund may be invested in "qualifying
Employer securities" and "qualifying Employer real property."







                                       75
<PAGE>   80


                                  ARTICLE VIII
                       AMENDMENT, TERMINATION, AND MERGERS

8.1      AMENDMENT

         (a) The Employer shall have the right at any time to amend this Plan
         subject to the limitations of this Section. However, any amendment
         which affects the rights, duties or responsibilities of the Trustee and
         Administrator may only be made with the Trustee's and Administrator's
         written consent. Any such amendment shall become effective as provided
         therein upon its execution. The Trustee shall not be required to
         execute any such amendment unless the amendment affects the duties of
         the Trustee hereunder.

         (b) The Employer may (1) change the choice of options in the Adoption
         Agreement; (2) add overriding language in the Adoption Agreement when
         such language is necessary to satisfy Code Sections 415 or 416 because
         of the required aggregation of multiple plans; and (3) 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 an individually designed plan. An Employer that amends the
         Plan for any other reason. including a waiver of the minimum funding
         requirement under Code Section 412(d), will no longer participate in
         this Regional Prototype Plan and will be considered to have an
         individually designed plan.

         (c) The Employer expressly delegates authority to the sponsoring
         organization of this Plan, the right to amend this Plan by submitting a
         copy of the amendment to each Employer who has adopted this Plan after
         first having received a ruling or favorable determination from the
         Internal Revenue Service that the Plan as amended qualifies under Code
         Section 401(a) and the Act.

         (d) No amendment to the Plan shall be effective if it authorizes or
         permits any part of the Trust Fund (other than such part as is required
         to pay taxes and administration expenses) to be used for or diverted to
         any purpose other than for the exclusive benefit of the Participants or
         their Beneficiaries or estates, or causes any reduction in the amount
         credited to the account of any Participant; or causes or permits any
         portion of the Trust Fund to revert to or become property of the
         Employer.

         (e) Except as permitted by Regulations (including Regulation
         1.411(d)(4), no Plan amendment or transaction having the effect of a
         Plan amendment (such as a merger, plan transfer or similar transaction)
         shall be effective if it eliminates or reduces any "Section 411(d)(6)
         protected benefit" or adds or modifies conditions relating to "Section
         411(d)(6) protected benefits" the result of which is a further
         restriction on such benefit unless such protected benefits are
         preserved with respect to benefits accrued as of the later of the
         adoption date or effective date of the amendment. "Section 411(d)(6)
         protected benefits" are benefits described in Code Section
         411(d)(6)(A), early retirement benefits and retirement-type subsidies,
         and optional forms of benefit.



                                       76
<PAGE>   81


8.2      TERMINATION

         (a) The Employer shall have the right at any time to terminate the Plan
         by delivering to the Trustee and Administrator written notice of such
         termination. Upon any full or partial termination all amounts credited
         to the affected Participants' Combined Accounts shall become 100%
         Vested and shall not thereafter be subject to forfeiture, and all
         unallocated amounts shall be allocated to the accounts of all
         Participants in accordance with the provisions hereof.

         (b) Upon the full termination of the Plan, the Employer shall direct
         the distribution of the assets to Participants in a manner which is
         consistent with and satisfies the provisions of Section 6.5.
         Distributions to a Participant shall be made in cash (or in property if
         permitted in the Adoption Agreement) or through the purchase of
         irrevocable nontransferable deferred commitments from the Insurer.
         Except as permitted by Regulations, the termination of the Plan shall
         not result in the reduction of "Section 411(d)(6) protected benefits"
         as described in Section 8.1.

8.3      MERGER OR CONSOLIDATION

         This Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan only if the benefits which
would be received by a Participant of this Plan, in the event of a termination
of the plan immediately after such transfer, merger or consolidation, are at
least equal to the benefits the Participant would have received if the Plan had
terminated immediately before the transfer, merger or consolidation and such
merger or consolidation does not otherwise result in the elimination or
reduction of any "Section 41 l(d)(6) protected benefits" as described in Section
8.1(c).






                                       77
<PAGE>   82


                                   ARTICLE IX
                                  MISCELLANEOUS

9.1      EMPLOYER ADOPTIONS

         (a) Any organization may become the Employer hereunder by executing the
         Adoption Agreement in form satisfactory to the Trustee, and it shall
         provide such additional information as the Trustee may require. The
         consent of the Trustee to act as such shall be signified by its
         execution of the Adoption Agreement.

         (b) Except as otherwise provided in this Plan, the affiliation of the
         Employer and the participation of its Participants shall be separate
         and apart from that of any other employer and its participants
         hereunder.

9.2      PARTICIPANT'S RIGHTS

         This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

9.3      ALIENATION

         (a) Subject to the exceptions provided below, no benefit which shall be
         payable to any person (including a Participant or his Beneficiary)
         shall be subject in any manner to anticipation, alienation, sale,
         transfer, assignment, pledge, encumbrance, or charge, and any attempt
         to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
         charge the same shall be void; and no such benefit shall in any manner
         be liable for, or subject to, the debts, contracts, liabilities,
         engagements, or torts of any such person, nor shall it be subject to
         attachment or legal process for or against such person, and the same
         shall not be recognized except to such extent as may be required by
         law.

         (b) This provision shall not apply to the extent a Participant or
         Beneficiary is indebted to the Plan, for any reason, under any
         provision of this Plan. At the time a distribution is to be made to or
         for a Participant's or Beneficiary's benefit, such proportion of the
         amount to be distributed as shall equal such indebtedness shall be paid
         to the Plan, to apply against or discharge such indebtedness. Prior to
         making a payment, however, the Participant or Beneficiary must be given
         written notice by the Administrator that such indebtedness is to be so
         paid in whole or pan from his Participant's Combined Account. If the
         Participant or Beneficiary does not agree that the indebtedness is a
         valid claim against his Vested Participant's Combined Account, he shall
         be entitled to a review of the validity of the claim in accordance with
         procedures provided in Sections 2.12 and 2.13.



                                       78
<PAGE>   83


         (c) This provision shall not apply to a "qualified domestic relations
         order" defined in Code Section 414(p), and those other domestic
         relations orders permitted to be so treated by the Administrator under
         the provisions of the Retirement Equity Act of 1984. The Administrator
         shall establish a written procedure to determine the qualified status
         of domestic relations orders and to administer distributions under such
         qualified orders. Further, to the extent provided under a "qualified
         domestic relations order." a former spouse of a Participant shall be
         treated as the spouse or surviving spouse for all purposes under the
         Plan.

9.4      CONSTRUCTION OF PLAN

         This Plan and Trust shall be construed and enforced according to the
Act and the laws of the State or Commonwealth in which the Employer's principal
office is located, other than its laws respecting choice of law, to the extent
not pre-empted by the Act.

9.5      GENDER AND NUMBER

         Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another gender
in all cases where they would so apply, and whenever any words are used herein
in the singular or plural form, they shall be construed as though they were also
used in the other form in all cases where they would so apply.

9.6      LEGAL ACTION

         In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, and such claim, suit, or proceeding is resolved in
favor of the Trustee or Administrator, they shall be entitled to be reimbursed
from the Trust Fund for any and all costs, attorney's fees, and other expenses
pertaining thereto incurred by them for which they shall have become liable.

9.7      PROHIBITION AGAINST DIVERSION OF FUNDS

         (a) Except as provided below and otherwise specifically permitted by
         law, it shall be impossible by operation of the Plan or of the Trust,
         by termination of either, by power of revocation or amendment, by the
         happening of any contingency, by collateral arrangement or by any other
         means, for any part of the corpus or income of any Trust Fund
         maintained pursuant to the Plan or any funds contributed thereto to be
         used for, or diverted to, purposes other than the exclusive benefit of
         Participants, Retired Participants, or their Beneficiaries.

         (b) In the event the Employer shall make a contribution under a mistake
         of fact pursuant to Section 403(c)(2)(A) of the Act. the Employer may
         demand repayment of such contribution at any time within one (1) year
         following the time of payment and the Trustees shall return such amount
         to the Employer within the one (1) year period. Earnings of the Plan
         attributable to the contributions may not be returned to the Employer



                                       79
<PAGE>   84


         but any losses attributable thereto must reduce the amount so returned.

9.8      BONDING

         Every Fiduciary, except a bank or an insurance company, unless exempted
by the Act and regulations thereunder, shall be bonded in an amount not less
than 10% of the amount of the funds such Fiduciary handles; provided, however,
that the minimum bond shall be $1,000 and the maximum bond, $500,000. The amount
of funds handled shall be determined at the beginning of each Plan Year by the
amount of funds handled by such person, group, or class to be covered and their
predecessors, if any, during the preceding Plan Year, or if there is no
preceding Plan Year, then by the amount of the funds to be handled during the
then current year. The bond shall provide protection to the Plan against any
loss by reason of acts of fraud or dishonesty by the Fiduciary alone or in
connivance with others. The surety shall be a corporate surety company (as such
term is used in Act Section 412(a)(2)), and the bond shall be in a form approved
by the Secretary of Labor. Notwithstanding anything in the Plan 10 the contrary,
the cost of such bonds shall be an expense of and may, at the election of the
Administrator, be paid from the Trust Fund or by the Employer.

9.9      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

         Neither the Employer nor the Trustee, nor their successors, shall be
responsible for the validity of any Contract issued hereunder or for the failure
on the part of the Insurer to make payments provided by any such Contract, or
for the action of any person which may delay payment or render a Contract null
and void or unenforceable in whole or in part.

9.10     INSURER'S PROTECTIVE CLAUSE

         The Insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The Insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the Insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the Insurer.

9.11     RECEIPT AND RELEASE FOR PAYMENTS

         Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of this Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer.

9.12     ACTION BY THE EMPLOYER

         Whenever the Employer under the terms of the Plan is permitted or
required to do or



                                       80
<PAGE>   85


perform any act or matter or thing, it shall be done and performed by a person
duly authorized by its legally constituted authority.

9.13     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

         The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee, and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under the Plan,
In general, the Employer shall have the sole responsibility for making the
contributions provided for under Section 4.1; and shall have the sole authority
to appoint and remove the Trustee and the Administrator; to formulate the Plan's
"funding policy and method"; and to amend the elective provisions of the
Adoption Agreement or terminate, in whole or in part, the Plan. The
Administrator shall have the sole responsibility for the administration of the
Plan, which responsibility is specifically described in the Plan. The Trustee
shall have the sole responsibility of management of the assets held under the
Trust, except those assets, the management of which has been assigned to an
Investment Manager, who shall be solely responsible for the management of the
assets assigned to it, all as specifically provided in the Plan. Each named
Fiduciary warrants that any directions given, information furnished. or action
taken by it shall be in accordance with the provisions of the Plan, authorizing
or providing for such direction, information or action. Furthermore, each named
Fiduciary may rely upon any such direction, information or action of another
named Fiduciary as being proper under the Plan, and is not required under the
Plan to inquire into the propriety of any such direction, information or action.
It is intended under the Plan that each named Fiduciary shall be responsible for
the proper exercise of his own powers, duties, responsibilities and obligations
under the Plan. No named Fiduciary shall guarantee the Trust Fund in any manner
against investment loss or depreciation in asset value. Any person or group may
serve in more than one Fiduciary capacity.

9.14     HEADINGS

         The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

9.15     APPROVAL BY INTERNAL REVENUE SERVICE

         (a) Notwithstanding anything herein to the contrary, if, pursuant to a
         timely application filed by or in behalf of the Plan, the Commissioner
         of Internal Revenue Service or his delegate should determine that the
         Plan does not initially qualify as a tax-exempt plan under Code
         Sections 401 and 501, and such determination is not contested, or if
         contested, is finally upheld, then if the Plan is a new plan, it shall
         be void ab initio and all amounts contributed to the Plan, by the
         Employer, less expenses paid, shall be returned within one year and the
         Plan shall terminate, and the Trustee shall be discharged from all
         further obligations. If the disqualification relates to an amended
         plan, then the Plan shall operate as if it had not been amended and
         restated.

         (b) Except as specifically stated in the Plan, any contribution by the
         Employer to the



                                       81
<PAGE>   86


         Trust Fund is conditioned upon the deductibility of the contribution by
         the Employer under the Code and, to the extent any such deduction is
         disallowed, the Employer may within one (1) year following a final
         determination of the disallowance, whether by agreement with the
         Internal Revenue Service or by final decision of a court of competent
         jurisdiction, demand repayment of such disallowed contribution and the
         Trustee shall return such contribution within one (1) year following
         the disallowance. Earnings of the Plan attributable to the excess
         contribution may not be returned to the Employer, but any losses
         attributable thereto must reduce the amount so returned.

9.16     UNIFORMITY

         All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.

9.17     PAYMENT OF BENEFITS

         Benefits under this Plan shall be paid, subject to Section 6.10 and
Section 6.11 only upon death, Total and Permanent Disability, normal or early
retirement. termination of employment, or upon Plan Termination.







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<PAGE>   87


                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1     ELECTION TO BECOME A PARTICIPATING EMPLOYER

         Notwithstanding anything herein to the contrary, with the consent of
the Employer and Trustee, any Affiliated Employer may adopt this Plan and all of
the provisions hereof. and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.

10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS

         (a) Each Participating Employer shall be required to select the same
         Adoption Agreement provisions as those Selected by the Employer other
         than the Plan Year, the Fiscal Year, and such other items that must, by
         necessity, vary among employers.

         (b) Each such Participating Employer shall be required to use the same
         Trustee as provided in this Plan.

         (c) The Trustee may, but shall not be required to, commingle, hold and
         invest as one Trust Fund all contributions made by Participating
         Employers, as well as all increments thereof.

         (d) The transfer of any Participant from or to an Employer
         participating in this Plan, whether he be an Employee of the Employer
         or a Participating Employer, shall not affect such Participant's rights
         under the Plan, and all amounts credited to such Participant's Combined
         Account as well as his accumulated service time with the transferor or
         predecessor, and his length of participation in the Plan, shall
         continue to his credit.

         (e) Any expenses of the Plan which are to be paid by the Employer or
         borne by the Trust Fund shall be paid by each Participating Employer in
         the same proportion that the total amount standing to the credit of all
         Participants employed by such Employer bears to the total standing to
         the credit of all Participants.

10.3     DESIGNATION OF AGENT

         Each Participating Employer shall be deemed to be a part of this Plan;
provided, however, that with respect to all of its relations with the Trustee
and Administrator for the purpose of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent. Unless
the context of the Plan clearly indicates the contrary, the word "Employer"
shall be deemed to include each Participating Employer as related to its
adoption of the Plan.

10.4     EMPLOYEE TRANSFERS

         It is anticipated that an Employee may be transferred between
Participating Employers,



                                       83
<PAGE>   88


and in the event of any such transfer, the Employee involved shall carry with
him his accumulated service and eligibility. No such transfer shall effect a
termination of employment hereunder, and the Participating Employer to which the
Employee is transferred shall thereupon become obligated hereunder with respect
to such Employee in the same manner as was the Participating Employer from whom
the Employee was transferred.

10.5     PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

         Any contribution or Forfeiture subject to allocation during each Plan
Year shall be allocated among all Participants of all Participating Employers in
accordance with the provisions of this Plan. On the basis of the information
furnished by the Administrator, the Trustee shall keep separate books and
records concerning the affairs of each Participating Employer hereunder and as
to the accounts and credits of the Employees of each Participating Employer. The
Trustee may, but need not, register Contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one Participating Employer to another,
the employing Employer shall immediately notify the Trustee thereof.

10.6     AMENDMENT

         Amendment of this Plan by the Employer at any time when there shall be
a Participating Employer hereunder shall only be by the written action of each
and every Participating Employer and with the consent of the Trustee where such
consent is necessary in accordance with the terms of this Plan.

10.7     DISCONTINUANCE OF PARTICIPATION

         Except in the case of a Standardized Plan, any Participating Employer
shall be permitted to discontinue or revoke its participation in the Plan at any
time. At the time of any such discontinuance or revocation, satisfactory
evidence thereof and of any applicable conditions imposed shall be delivered to
the Trustee. The Trustee shall thereafter transfer, deliver and assign Contracts
and other Trust Fund assets allocable to the Participants of such Participating
Employer to such new Trustee as shall have been designated by such Participating
Employer, in the event that it has established a separate pension plan for its
Employees provided, however, that no such transfer shall be made if the result
is the elimination or reduction of any "Section 41l(d)(6) protected benefits" in
accordance with Section 8.1(c). If no successor is designated, the Trustee shall
retain such assets for the Employees of said Participating Employer pursuant to
the provisions of Article VII hereof. In no such event shall any part of the
corpus or income of the Trust Fund as it relates to such Participating Employer
be used for or diverted for purposes other than for the exclusive benefit of the
Employees of such Participating Employer.

10.8     ADMINISTRATOR'S AUTHORITY

         The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this



                                       84
<PAGE>   89


Article.

10.9     PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

         If any Participating Employer is prevented in whole or in part from
making a contribution which it would otherwise have made under the Plan by
reason of having no current or accumulated earnings or profits, or because such
earnings or profits are less than the contribution which it would otherwise have
made, then, pursuant to Code Section 404(a)(3)(B), so much of the contribution
which such Participating Employer was so prevented from making may be made, for
the benefit of the participating employees of such Participating Employer, by
other Participating Employers who are members of the same affiliated group
within the meaning of Code Section 1504 to the extent of their current or
accumulated earnings or profits, except that such contribution by each such
other Participating Employer shall be limited to the proportion of its total
current and accumulated earnings or profits remaining after adjustment for its
contribution to the Plan made without regard to this paragraph which the total
prevented contribution bears to the total current and accumulated earnings or
profits of all the Participating Employers remaining after adjustment for all
contributions made to the Plan without regard to this paragraph.

         A Participating Employer on behalf of whose employees a contribution is
made under this paragraph shall not be required to reimburse the contributing
Participating Employers.







                                       85
<PAGE>   90


                                   ARTICLE XI
                           CASH OR DEFERRED PROVISIONS

         Notwithstanding any provisions in the Plan to the contrary, the
provisions of this Article shall apply with respect to any 401(k) Profit Sharing
Plan.

         Notwithstanding anything in this Article to the contrary, effective as
of the Plan Year in which this amendment becomes effective, the Actual Deferral
Percentage Test and the Actual Contribution Percentage Test shall be applied
(and adjusted) by applying the Family Member aggregation rules of Code Section
414(q)(6).

11.1     FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

         For each Plan Year, the Employer shall contribute to the Plan:

         (a) The amount of the total salary reduction elections of all
         Participants made pursuant to Section 11.2(a), which amount shall be
         deemed an Employer's Elective Contribution, plus

         (b) If specified in E3 of the Adoption Agreement, a matching
         contribution equal to the percentage specified in the Adoption
         Agreement of the Deferred Compensation of each Participant eligible to
         share in the allocations of the matching contribution, which amount
         shall be deemed an Employer's Non-Elective or Elective Contribution as
         selected in the Adoption Agreement, plus

         (c) If specified in E4 of the Adoption Agreement, a discretionary
         amount, if any, which shall be deemed an Employer's Non-Elective
         Contribution, plus

         (d) If specified in E5 of the Adoption Agreement, a Qualified
         Non-Elective Contribution.

         (e) Notwithstanding the foregoing, however, the Employer's
         contributions for any Fiscal Year shall not exceed the maximum amount
         allowable as a deduction to the Employer under the provisions of Code
         Section 404. All contributions by the Employer shall be made in cash or
         in such property as is acceptable to the Trustee.

         (f) Except, however, to the extent necessary to provide the top heavy
         minimum allocations, the Employer shall make a contribution even if it
         exceeds current or accumulated Net Profit or the amount which is
         deductible under Code Section 404.

         (g) Employer Elective Contributions accumulated through payroll
         deductions shall be paid to the Trustee as of the earliest date on
         which such contributions can reasonably be segregated from the
         Employer's general assets, but in any event within ninety (90) days
         from the date on which such amounts would otherwise have been payable
         to the Participant in cash. The provisions of Department of Labor
         regulations 2510.3-102 are



                                       86
<PAGE>   91


         incorporated herein by reference. Furthermore, any additional Employer
         contributions which are allocable to the Participant's Elective Account
         for a Plan Year shall be paid to the Plan no later than the
         twelve-month period immediately following the close of such Plan Year.

11.2     PARTICIPANT'S SALARY REDUCTION ELECTION

         (a) If selected in the Adoption Agreement, each Participant may elect
         to defer his Compensation which would have been received in the Plan
         Year, but for the deferral election, subject to the limitations of this
         Section and the Adoption Agreement. A deferral election (or
         modification of an earlier election) may not be made with respect to
         Compensation which is currently available on or before the date the
         Participant executed such election, or if later, the latest of the date
         the Employer adopts this cash or deferred arrangement, or the date such
         arrangement first became effective. Any elections made pursuant to this
         Section shall become effective as soon as is administratively feasible.

                  Additionally, if elected in the Adoption Agreement, each
         Participant may elect to defer and have allocated for a Plan Year all
         or a portion of any cash bonus attributable to services performed by
         the Participant for the Employer during such Plan Year and which would
         have been received by the Participant on or before two and one-half
         months following the end of the Plan Year but for the deferral. A
         deferral election may not be made with respect to cash bonuses which
         are currently available on or before the date the Participant executed
         such election. Notwithstanding the foregoing, cash bonuses attributable
         to services performed by the Participant during a Plan Year but which
         are to be paid to the Participant later than two and one-half months
         after the close of such Plan Year will be subjected to whatever
         deferral election is in effect at the time such cash bonus would have
         otherwise been received.

                  The amount by which Compensation and/or cash bonuses are
         reduced shall be that Participant's Deferred Compensation and be
         treated as an Employer Elective Contribution and allocated to that
         Participant's Elective Account.

                  Once made, a Participant's election to reduce Compensation
         shall remain in effect until modified or terminated. Modifications may
         be made as specified in the Adoption Agreement, and terminations may be
         made at any time. Any modification or termination of an election will
         become effective as soon as is administratively feasible.

         (b) The balance in each Participant's Elective Account shall be fully
         Vested at all times and shall not be subject to Forfeiture for any
         reason.

         (c) Amounts held in the Participant's Elective Account and Qualified
         Non-Elective Account may be distributable as permitted under the Plan,
         but in no event prior to the earlier of,

                  (1) a Participant's termination of employment, Total and
                  Permanent



                                       87
<PAGE>   92


                  Disability, or death;

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

                  (3) the proven financial hardship of a Participant, subject to
                  the limitations of Section 11.8;

                  (4) the termination of the Plan without the existence at the
                  time of Plan termination of another defined contribution plan
                  (other than an employee stock ownership plan as defined in
                  Code Section 4975(e)(7)) or the establishment of a successor
                  defined contribution plan (other than an employee stock
                  ownership plan as defined in Code Section 4975(c)(7)) by the
                  Employer or an Affiliated Employer within the period ending
                  twelve months after distribution of all assets from the Plan
                  maintained by the Employer;

                  (5) the date of the sale by the Employer to an entity that is
                  not an Affiliated Employer of substantially all of the assets
                  (within the meaning of Code Section 409(d)(2)) with respect to
                  a Participant who continues employment with the corporation
                  acquiring such assets; or

                  (6) the date of the sale by the Employer or an Affiliated
                  Employer of its interest in a subsidiary (within the meaning
                  of Code Section 409(d)(3)) to an entity that is not an
                  Affiliated Employer with respect to a Participant who
                  continues employment with such subsidiary.

         (d) In any Plan Year beginning after December 31, 1986, a Participant's
         Deferred Compensation made under this Plan and all other plans,
         contracts or arrangements of the Employer maintaining this Plan shall
         not exceed the limitation imposed by Code Section 402(g), as in effect
         for the calendar year in which such Plan Year began. If such dollar
         limitation is exceeded solely from elective deferrals made under this
         Plan or any other Plan maintained by the Employer, a Participant will
         be deemed to have notified the Administrator of such excess amount
         which shall be distributed in a manner consistent with Section 11.2(f).
         This dollar limitation shall be adjusted annually pursuant to the
         method provided in Code Section 415(d) in accordance with Regulations.

         (e) In the event a Participant has received a hardship distribution
         pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any other plan
         maintained by the Employer or from his Participant's Elective Account
         pursuant to Section 11.8, then such Participant shall not be permitted
         to elect to have Deferred Compensation contributed to the Plan on his
         behalf for a period of twelve (12) months following the receipt of the
         distribution. Furthermore, the dollar limitation under Code Section
         402(g) shall be reduced, with respect to the Participant's taxable year
         following the taxable year in which the hardship distribution was made,
         by the amount of such Participant's Deferred Compensation, if any, made
         pursuant to this Plan (and any other plan maintained by the Employer)
         for the taxable year of the hardship distribution.



                                       88
<PAGE>   93


         (f) If a Participant's Deferred Compensation under this Plan together
         with any elective deferrals (as defined in Regulation 1.402(g)-1(b))
         under another qualified cash or deferred arrangement (as defined in
         Code Section 401(k)), a simplified employee pension (as defined in Code
         Section 408(k)), a salary reduction arrangement (within the meaning of
         Code Section 3121(a)(5)(D)), a deferred compensation plan under Code
         Section 457, or a trust described in Code Section 501(c)(18)
         cumulatively exceed the limitation imposed by Code Section 402(g) (as
         adjusted annually in accordance with the method provided in Code
         Section 415(d) pursuant to Regulations) for such Participant's taxable
         year, the Participant may, not later than March 1st following the close
         of his taxable year, notify the Administrator in writing of such excess
         and request that his Deferred Compensation under this Plan be reduced
         by an amount specified by the Participant. In such event, the
         Administrator shall direct the Trustee to distribute such excess amount
         (and any Income allocable to such excess amount) to the Participant not
         later than the first April 15th following the close of the
         Participant's taxable year. Distributions in accordance with this
         paragraph may be made for any taxable year of the Participant which
         begins after December 31, 1986. Any distribution of less than the
         entire amount of Excess Deferred Compensation and Income shall be
         treated as a pro rata distribution of Excess Deferred Compensation and
         Income. The amount distributed shall not exceed the Participant's
         Deferred Compensation under the Plan for the taxable year. Any
         distribution on or before the last day of the Participant's taxable
         year must satisfy each of the following conditions:

                  (1) the Participant shall designate the distribution as Excess
                  Deferred Compensation;

                  (2) the distribution must be made after the date on which the
                  Plan received the Excess Deferred Compensation, and

                  (3) the Plan must designate the distribution as a distribution
                  of Excess Deferred Compensation.

                           Any distribution under this Section shall be made
                  first from unmatched Deferred Compensation and, thereafter,
                  simultaneously from Deferred Compensation which is matched and
                  matching contributions which relate to such Deferred
                  Compensation. However, any such matching contributions which
                  are not Vested shall be forfeited in lieu of being
                  distributed.

                           For the purpose of this Section, "Income" means the
                  amount of income or loss allocable to a Participant's Excess
                  Deferred Compensation and shall be equal to the sum of the
                  allocable gain or loss for the taxable year of the Participant
                  and the allocable gain or loss for the period between the end
                  of the taxable year of the Participant and the date of
                  distribution ("gap period"). The income or loss allocable to
                  each such period is calculated separately and is determined by
                  multiplying the income or loss allocable to the Participant's
                  Deferred



                                       89
<PAGE>   94


                  Compensation for the respective period by a fraction. The
                  numerator of the fraction is the Participant's Excess Deferred
                  Compensation for the taxable year of the Participant. The
                  denominator is the balance, as of the last day of the
                  respective period. of the Participant's Elective Account that
                  is attributable to the Participant's Deferred Compensation
                  reduced by the gain allocable to such total amount for the
                  respective period and increased by the loss allocable to such
                  total amount for the respective period.

                           In lieu of the "fractional method" described above, a
                  "safe harbor method" may be used to calculate the allocable
                  income or loss for the "gap period." Under such "safe harbor
                  method," allocable income or loss for the "gap period" shall
                  be deemed to equal ten percent (10%) of the income or loss
                  allocable to a Participant's Excess Deferred Compensation for
                  the taxable year of the Participant multiplied by the number
                  of calendar months in the "gap period." For purposes of
                  determining the number of calendar months in the "gap period,"
                  a distribution occurring on or before the fifteenth day of the
                  month shall be treated as having been made on the last day of
                  the preceding month and a distribution occurring after such
                  fifteenth day shall be treated as having been made on the
                  first day of the next subsequent month.

                           Income or loss allocable to any distribution of
                  Excess Deferred Compensation on or before the last day of the
                  taxable year of the Participant shall be calculated from the
                  first day of the taxable year of the Participant to the date
                  on which the distribution is made pursuant to either the
                  "fractional method" or the "safe harbor method."

                           Notwithstanding the above, for any distribution under
                  this Section which is made after August 15, 1991, such
                  distribution shall not include any income for the "gap
                  period". Further provided, for any distribution under this
                  Section which is made after August 15, 1991, the amount of
                  Income may be computed using a reasonable method that is
                  consistent with Section 4.3(c), provided such method is used
                  consistently for all Participants and for all such
                  distributions for the Plan Year.

                           Notwithstanding the above, for the 1987 calendar
                  year, Income during the "gap period" shall not be taken into
                  account.

         (g) Notwithstanding the above, a Participant's Excess Deferred
         Compensation shall be reduced, but not below zero, by any distribution
         and/or re-characterization of Excess Contributions pursuant to Section
         11.5(a) for the Plan Year beginning with or within the taxable year of
         the Participant.

         (h) At Normal Retirement Date, or such other date when the Participant
         shall be entitled to receive benefits. the fair market value of the
         Participant's Elective Account shall be used to provide benefits to the
         Participant or his Beneficiary.



                                       90
<PAGE>   95


         (i) Employer Elective Contributions made pursuant to this Section may
         be segregated into a separate account for each Participant in a
         federally insured savings account, certificate of deposit in a bank or
         savings and loan association, money market certificate, or other
         short-term debt security acceptable to the Trustee until such time as
         the allocations pursuant to Section 11.3 have been made.

         (j) The Employer and the Administrator shall adopt a procedure
         necessary to implement the salary reduction elections provided for
         herein.

11.3     ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

         (a) The Administrator shall establish and maintain an account in the
         name of each Participant to which the Administrator shall credit as of
         each Anniversary Date, or other valuation date, all amounts allocated
         to each such Participant as set forth herein.

         (b) The Employer shall provide the Administrator with all information
         required by the Administrator to make a proper allocation of the
         Employer's contributions for each Plan Year. Within a reasonable period
         of time after the date of receipt by the Administrator of such
         information, the Administrator shall allocate such contribution as
         follows:

                  (1) With respect to the Employer's Elective Contribution made
                  pursuant to Section 11.1(a), to each Participant's Elective
                  Account in an amount equal to each such Participant's Deferred
                  Compensation for the year.

                  (2) With respect to the Employer's Matching Contribution made
                  pursuant to Section 11.1(b), to each Participant's Account, or
                  Participant's Elective Account as selected in E3 of the
                  Adoption Agreement, in accordance with Section 11.1(b).

                           Except, however, a Participant who is not credited
                  with a Year of Service during any Plan Year shall or shall not
                  share in the Employer's Matching Contribution for that year as
                  provided in E3 of the Adoption Agreement. However, for Plan
                  Years beginning after 1989, if this is a standardized Plan, a
                  Participant shall share in the Employer's Matching
                  Contribution regardless of Hours of Service.

                  (3) With respect to the Employer's Non-Elective Contribution
                  made pursuant to Section 1.1(c), to each Participant's Account
                  in accordance with the provisions of Sections 4.3(b)(2) or
                  4.3(b)(3), whichever is applicable, 4.3(k) and 4.3(l).

                  (4) With respect to the Employer's Qualified Non-Elective
                  Contribution made pursuant to Section 11.1(d), to each
                  Participant's Qualified Non-Elective Contribution Account in
                  the same proportion that each such Participant's Compensation
                  for the year bears to the total Compensation of all
                  Participants for



                                       91
<PAGE>   96


                  such year. However, for any Plan Year beginning prior to
                  January 1, 1990, and if elected in the non-standardized
                  Adoption Agreement for any Plan Year beginning on or after
                  January 1, 1990, a Participant who is not credited with a Year
                  of Service during any Plan Year shall not share in the
                  Employer's Qualified Non-Elective Contribution for that year,
                  unless required pursuant to Section 4.3(h). In addition, the
                  provisions of Sections 4.3(k) and 4.3(o) shall apply with
                  respect to the allocation of the Employer's Qualified
                  Non-Elective contribution.

         (c) Notwithstanding anything in the Plan to the contrary, for Plan
         Years beginning after December 31, 1988, in determining whether a
         Non-Key Employee has received the required minimum allocation pursuant
         to Section 4.3(l) such Non-Key Employee's Deferred Compensation and
         matching contributions used to satisfy the "Actual Deferral Percentage"
         test pursuant to Section 11.4(a) or the "Actual Contribution
         Percentage" test of Section 11.6(a) shall not be taken into account.

         (d) Notwithstanding anything herein to the contrary, participants who
         terminated employment during the Plan Year shall share in the salary
         reduction contributions made by the Employer for the year of
         termination without regard to the Hours of Service credited.

         (e) Notwithstanding anything herein to the contrary (other than
         Sections 11.3(d) and 11.3(g)), any Participant who terminated
         employment during the Plan Year for reasons other than death, Total and
         Permanent Disability, or retirement shall or shall not share in the
         allocations of the Employer's Matching Contribution made pursuant to
         Section 11.1(b). the Employer's Non-Elective Contributions made
         pursuant to Section 11.1(c). the Employer's Qualified Non-Elective
         Contribution made pursuant to Section 11.1(d), and Forfeitures as
         provided in the Adoption Agreement. Notwithstanding the foregoing. for
         Plan Years beginning, after 1989, if this is a standardized Plan, any
         such terminated Participant shall share in such allocations provided
         the terminated Participant completed more than 500 Hours of Service.

         (f) Notwithstanding anything herein to the contrary, Participants
         terminating for reasons of death, Total and Permanent Disability, or
         retirement shall share in the allocation of the Employer's Matching
         Contribution made pursuant to Section 11.1(b), the Employer's
         Non-Elective Contributions made pursuant to Section 11.1(c), the
         Employer's Qualified Non-Elective Contribution made pursuant to Section
         11.1(d), and Forfeitures as provided in this Section regardless of
         whether they completed a Year of Service during the Plan Year.

         (g) Notwithstanding any election in the Adoption Agreement to the
         contrary, if this is a non-standardized Plan that would otherwise fail
         to meet the requirements of Code Sections 401(a)(26),410(b)(1), or
         410(b)(2)(A)(i) and the Regulations thereunder because Employer
         matching Contributions made pursuant to Section 11.1(b), Employer
         Non-Elective Contributions made pursuant to Section 11.1(c) or Employer
         Qualified Non-Elective Contributions made pursuant to Section 11.1(d)
         have not been allocated to a



                                       92
<PAGE>   97


         sufficient number or percentage of Participants for a Plan Year, then
         the following rules shall apply:

                  (1) The group of Participants eligible to share in the
                  respective contributions for the Plan Year shall be expanded
                  to include the minimum number of Participants who would not
                  otherwise be eligible as are necessary to satisfy the
                  applicable test specified above. The specific participants who
                  shall become eligible under the terms of this paragraph shall
                  be those who are actively employed on the last day of the Plan
                  Year and, when compared to similarly situated Participants,
                  have completed the greatest number of Hours of Service in the
                  Plan Year.

                  (2) If after application of paragraph (1) above, the
                  applicable test is still not satisfied, then the group of
                  Participants eligible to share for the Plan Year shall be
                  further expanded to include the minimum number of Participants
                  who are not actively employed on the last day of the Plan Year
                  as are necessary to satisfy the applicable test. The specific
                  Participants who shall become eligible to share shall be those
                  Participants, when compared to similarly situated
                  Participants. who have completed the greatest number of Hours
                  of Service in the Plan Year before terminating employment.

11.4     ACTUAL DEFERRAL PERCENTAGE TESTS

         (a) Maximum Annual Allocation: For each Plan Year beginning after
         December 31, 1986, the annual allocation derived from Employer Elective
         Contributions and Qualified Non-Elective Contributions to a
         Participant's Elective Account and Qualified Non-Elective Account shall
         satisfy one of the following tests:

                  (1) The "Actual Deferral Percentage" for the Highly
                  Compensated Participant group shall not be more than the
                  "Actual Deferral Percentage" of the Non-Highly Compensated
                  Participant group multiplied by 1.25, or

                  (2) The excess of the "Actual Deferral Percentage" for the
                  Highly Compensated Participant group over the "Actual Deferral
                  Percentage" for the Non-Highly Compensated Participant group
                  shall not be more than two percentage points. Additionally,
                  the "Actual Deferral Percentage" for the Highly Compensated
                  Participant group shall not exceed the "Actual Deferral
                  Percentage" for the Non-Highly Compensated Participant group
                  multiplied by 2. The provisions of Code Section 401(k)(3) and
                  Regulation 1.401(k)-1(b) are incorporated herein by reference.

                           However, for Plan Years beginning after December 31,
                  1988, to prevent the multiple use of the alternative method
                  described in (2) above and Code Section 401(m)(9)(A), any
                  Highly Compensated Participant eligible to make elective
                  deferrals pursuant to Section 11.2 and to make Employee
                  contributions or



                                       93
<PAGE>   98


                  to receive matching contributions under this Plan or under any
                  other plan maintained by the Employer or an Affiliated
                  Employer shall have his actual contribution ratio reduced
                  pursuant to Regulation 1.401(m)-2, the provisions of which are
                  incorporated herein by reference.

         (b) For the purposes of this Section "Actual Deferral Percentage"
         means, with respect to the Highly Compensated Participant group and
         Non-Highly Compensated Participant group for a Plan Year, the average
         of the ratios, calculated separately for each Participant in such
         group, of the amount of Employer Elective Contributions and Qualified
         Non-Elective Contributions allocated to each Participant's Elective
         Account and Qualified Non-Elective Account for such Plan Year, to such
         Participant's "414(s) Compensation" for such Plan Year. The actual
         deferral ratio for each Participant and the "Actual Deferral
         Percentage" for each group, for Plan Years beginning after December 31,
         1988, shall be calculated to the nearest one-hundredth of one percent
         of the Participant's "414(s) Compensation." Employer Elective
         Contributions allocated to each Non-Highly Compensated Participant's
         Elective Account shall be reduced by Excess Deferred Compensation to
         the extent such excess amounts are made under this Plan or any other
         plan maintained by the Employer.

         (c) For the purpose of determining the actual deferral ratio of a
         Highly Compensated Participant who is subject to the Family Member
         aggregation rules of Code Section 414(q)(6) because such Participant is
         either a "five percent owner" of the Employer or one of the ten (10)
         Highly Compensated Employees paid the greatest "415 Compensation"
         during the year, the following shall apply:

                  (1) The combined actual deferral ratio for the family group
                  (which shall be treated as one Highly Compensated Participant)
                  shall be the greater of: (i) the ratio determined by
                  aggregating Employer Elective Contributions and "414(s)
                  Compensation" of all eligible Family Members who are Highly
                  Compensated Participants without regard to family aggregation;
                  and (ii) the ratio determined by aggregating Employer Elective
                  Contributions and "414(s) Compensation" of all eligible Family
                  Members (including Highly Compensated Participants). However,
                  in applying the $200.000 limit to "414(s) Compensation" for
                  Plan Years beginning after December 31, 1988, Family Members
                  shall include only the affected Employee's spouse and any
                  lineal descendants who have not attained age 19 before the
                  close of the Plan Year.

                  (2) The Employer Elective Contributions and "414(s)
                  Compensation" of all Family Members shall be disregarded for
                  purposes of determining the "Actual Deferral Percentage" of
                  the Non-Highly Compensated Participant group except to the
                  extent taken into account in paragraph (1) above.

                  (3) If a Participant is required to be aggregated as a member
                  of more than one family group in a plan, all Participants who
                  are members of those family groups that include the
                  Participant are aggregated as one family group in accordance
                  with



                                       94
<PAGE>   99


                  paragraphs (1) and (2) above.

         (d) For the purposes of this Section and Code Sections 401(a)(4);
         410(b) and 401(k), if two or more plans which include cash or deferred
         arrangements are considered one plan for the purposes of Code Section
         401(a)(4) or 410(b) (other than Code Section 401(b)(2)(A)(ii) as in
         effect for Plan Years beginning after December 31, 1988), the cash or
         deferred arrangements included in such plans shall be treated as one
         arrangement. In addition, two or more cash or deferred arrangements may
         be considered as a single arrangement for purposes of determining
         whether or not such arrangements satisfy Code Sections 401(a)(4),
         410(b) and 401(k). In such a case. the cash or deferred arrangements
         included in such plans and the plans including such arrangements shall
         be treated as one arrangement and as one plan for purposes of this
         Section and Code Sections 401(a)(4), 410(b) and 401(k). For plan years
         beginning after December 31, 1989, plans may be aggregated under this
         paragraph (e) only if they have the same plan year.

                  Notwithstanding the above, for Plan Years beginning after
         December 31, 1988, an employee stock ownership plan described in Code
         Section 4975(e)(7) may not be combined with this Plan for purposes of
         determining whether the employee stock ownership plan or this Plan
         satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(k).

         (e) For the purposes of this Section, if a Highly Compensated
         Participant is a Participant under two (2) or more cash or deferred
         arrangements (other than a cash or deferred arrangement which is part
         of an employee stock ownership plan as defined in Code Section
         4975(e)(7) for Plan Years beginning after December 31, 1988) of the
         Employer or an Affiliated Employer, all such cash or deferred
         arrangements shall be treated as one cash or deferred arrangement for
         the purpose of determining the actual deferral ratio with respect to
         such Highly Compensated Participant. However, for Plan Years beginning
         after December 31, 1988, if the cash or deferred arrangements have
         different Plan Years, this paragraph shall be applied by treating all
         cash or deferred arrangements ending with or within the same calendar
         year as a single arrangement.

11.5     ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

         In the event that the initial allocations of the Employer's Elective
Contributions and Qualified Non-Elective Contributions do not satisfy one of the
tests set forth in Section 11.4, for Plan Years beginning after December 31,
1986, the Administrator shall adjust Excess Contributions pursuant to the
options set forth below:

         (a) On or before the fifteenth day of the third month following the end
         of each Plan Year, the Highly Compensated Participant having the
         highest actual deferral ratio shall have his portion of Excess
         Contributions distributed to him and/or at his election
         re-characterized as a voluntary Employee contribution pursuant to
         Section 4.7 until one of the tests set forth in Section 11.4 is
         satisfied, or until his actual deferral ratio equals the actual
         deferral ratio of the Highly Compensated Participant having the second
         highest



                                       95
<PAGE>   100


         actual deferral ratio. This process shall continue until one of the
         tests set forth in Section 11.4 is satisfied. For each Highly
         Compensated Participant, the amount of Excess Contributions is equal to
         the Elective Contributions and Qualified Non-Elective Contributions
         made on behalf of such Highly Compensated Participant (determined prior
         to the application of this paragraph) minus the amount determined by
         Multiplying the Highly Compensated Participant's actual deferral ratio
         (determined after application of this paragraph) by his "414(s)
         Compensation." However, in determining the amount of Excess
         Contributions to be distributed and/or re-characterized with respect to
         an affected Highly Compensated Participant as determined herein, such
         amount shall be reduced by any Excess Deferred Compensation previously
         distributed to such affected Highly Compensated Participant for his
         taxable year ending with or within such Plan Year. Any distribution
         and/or re-characterization of Excess Contributions shall be made in
         accordance with the following:

                  (1) With respect to the distribution of Excess Contributions
                  pursuant to (a) above, such distribution:

                           (i) may be postponed but not later than the close of
                           the Plan Year following the Plan Year to which they
                           are allocable:

                           (ii) shall be made first from unmatched-Deferred
                           Compensation and, thereafter, simultaneously from
                           Deferred Compensation which is matched and matching
                           contributions which relate to such Deferred
                           Compensation. However, any such matching
                           contributions which are not Vested shall be forfeited
                           in lieu of being distributed;

                           (iii) shall be made from Qualified Non-Elective
                           Contributions only to the extent that Excess
                           Contributions exceed the balance in the Participant's
                           Elective Account attributable to Deferred
                           Compensation and Employer matching contributions.

                           (iv) shall be adjusted for Income; and

                           (v) shall be designated by the Employer as a
                           distribution of Excess Contributions (and Income).

                  (2) With respect to the re-characterization of Excess
                  Contributions pursuant to (a) above, such re-characterized
                  amounts:

                           (i) shall be deemed to have occurred on the date on
                           which the last of those Highly Compensated
                           Participants with Excess Contributions to be
                           re-characterized is notified of the
                           re-characterization and the tax consequences of such
                           re-characterization,

                           (ii) for Plan Years ending on or before August 8,
                           1988, may be



                                       96
<PAGE>   101


                           postponed but not later than October 24, 1988;

                           (iii) shall not exceed the amount of Deferred
                           Compensation on behalf of any Highly Compensated
                           Participant for any Plan Year;

                           (iv) shall be treated as voluntary Employee
                           contributions for purposes of Code Section 401(a)(4)
                           and Regulation 1.401(k)-1(b). However, for purposes
                           of Sections 2.2 and 4.3(f), re-characterized Excess
                           Contributions continue to be treated as Employer
                           contributions that are Deferred Compensation. For
                           Plan Years beginning after December 31, 1988, Excess
                           Contributions re-characterized as voluntary Employee
                           contributions shall continue to be non-forfeitable
                           and subject to the same distribution rules provided
                           for in Section 11.2(c);

                           (v) which relate to Plan Years ending on or before
                           October 24, 1988, may be treated as either Employer
                           contributions or voluntary Employee contributions and
                           therefore shall not be subject to the restrictions of
                           Section I 1.2(c);

                           (vi) are not permitted if the amount re-characterized
                           plus voluntary Employee contributions actually made
                           by such Highly Compensated Participant, exceed the
                           maximum amount of voluntary Employee contributions
                           (determined prior to application of Section 11.6)
                           that such Highly Compensated Participant is permitted
                           to make under the Plan in the absence of
                           re-characterization:

                           (vii) shall be adjusted for Income.

                  (3) Any distribution and/or re-characterization of less than
                  the entire amount of Excess Contributions shall be treated as
                  a pro rata distribution and/or re-characterization of Excess
                  Contributions and Income.

                  (4) The determination and correction of Excess Contributions
                  of a Highly Compensated Participant whose actual deferral
                  ratio is determined under the family aggregation rules shall
                  be accomplished as follows:

                           (i) If the actual deferral ratio for the Highly
                           Compensated Participant is determined in accordance
                           with Section 11.4(c)(1)(ii), then the actual deferral
                           ratio shall be reduced as required herein and the
                           Excess Contributions for the family unit shall be
                           allocated among the Family Members in proportion to
                           the Elective Contributions of each Family Member that
                           were combined to determine the group actual deferral
                           ratio.

                           (ii) If the actual deferral ratio for the Highly
                           Compensated Participant is determined under Section
                           11.4(c)(1)(i), then the actual deferral ratio



                                       97
<PAGE>   102


                           shall first be reduced as required herein, but not
                           below the actual deferral ratio of the group of
                           Family Members who are not Highly Compensated
                           Participants without regard to family aggregation.
                           The Excess Contributions resulting from this initial
                           reduction shall be allocated (in proportion to
                           Elective Contributions) among the Highly Compensated
                           Participants whose Elective Contributions were
                           combined to determine the actual deferral ratio. If
                           further reduction is still required, then Excess
                           Contributions resulting from this further reduction
                           shall be determined by taking into account the
                           contributions of all Family Members and shall be
                           allocated among them in proportion to their
                           respective Elective Contributions.

         (b) Within twelve (12) months after the end of the Plan Year, the
         Employer shall make a special Qualified Non-Elective Contribution on
         behalf of Non-Highly Compensated Participants in an amount sufficient
         to satisfy one of the tests set forth in Section 11.4(a). Such
         contribution shall be allocated to the Participant's Qualified
         Non-Elective Account of each Non-Highly Compensated Participant in the
         same proportion that each Non-Highly Compensated Participant's
         Compensation for the year bears to the total Compensation of all
         Non-Highly Compensated Participants.

         (c) For purposes of this Section, "Income" means the income or loss
         allocable to Excess Contributions which shall equal the sum of the
         allocable gain or loss for the Plan Year and the allocable gain or loss
         for the period between the end of the Plan Year and the date of
         distribution ("gap period"). The income or loss allocable to Excess
         Contributions for the Plan Year and the "gap period" is calculated
         separately and is determined by multiplying the income or loss for the
         Plan Year or the "gap period" by a fraction. The numerator of the
         fraction is the Excess Contributions for the Plan Year. The denominator
         of the fraction is the total of the Participant's Elective Account
         attributable to Elective Contributions and the Participant's Qualified
         Non-Elective Account as of the end of the Plan Year or the "gap
         period." reduced by the gain allocable to such total amount for the
         Plan Year or the "gap period" and increased by the loss allocable to
         such total amount for the Plan Year or the "gap period."

                  In lieu of the "Fractional method" described above. a "safe
         harbor method" may be used to calculate the allocable Income for the
         "gap period." Under such "safe harbor Method," allocable Income for the
         "gap period" shall be deemed to equal ten percent (10%) of the Income
         allocable to Excess Contributions for the Plan Year of the Participant
         multiplied by the number of calendar months in the "gap period." For
         purposes of determining the number of calendar months in the "gap
         period." a distribution occurring on or before the fifteenth day of the
         month shall be treated as having been made on the last day of the
         preceding month and a distribution occurring after such Fifteenth day
         shall be treated as having been made on the first day of the next
         subsequent month.

                  Notwithstanding the above, for Plan Years which began in 1987.
         Income during



                                       98
<PAGE>   103


         the "gap period" shall not be taken into account.

                  Notwithstanding the above, for any distribution under this
         Section which is made after August 15, 1991, such distribution shall
         not include any Income for the "gap period." Further provided, for any
         distribution under this Section which is made after August 15, 1991,
         the amount of Income may be computed using a reasonable method that is
         consistent with Section 4.3(c), provided such method is used
         consistently for all Participants and for all such distributions for
         the Plan Year.

         (d) Any amounts not distributed or re-characterized within 2 1/2 months
         after the end of the Plan Year shall be subject to the 10% Employer
         excise tax imposed by Code Section 4979.

11.6     ACTUAL CONTRIBUTION PERCENTAGE TESTS

         (a) The "Actual Contribution Percentage," for Plan Years beginning
         after the later of the Effective Date of this Plan or December 31,
         1986, for the Highly Compensated Participant group shall not exceed the
         greater of:

                  (1) 125 percent of such percentage for the Non-Highly
                  Compensated Participant group; or

                  (2) the lesser of 200 percent of such percentage for the
                  Non-Highly Compensated Participant group, or such percentage
                  for the Non-Highly Compensated Participant group plus 2
                  percentage points. However, for Plan Years beginning after
                  December 31, 1988, to prevent the multiple use of the
                  alternative method described in this paragraph and Code
                  Section 401(m)(9)(A), any Highly Compensated Participant
                  eligible to make elective deferrals pursuant to Section 11.2
                  or any other cash or deferred arrangement maintained by the
                  Employer or an Affiliated Employer and to make Employee
                  contributions or to receive matching contributions under any
                  plan maintained by the Employer or an Affiliated Employer
                  shall have his actual contribution ratio reduced pursuant to
                  Regulation 1.401(m)-2. The provisions of Code Section 401(m)
                  and Regulations 1.401(m)-1(b) and 1.401(m)-2 are incorporated
                  herein by reference.

         (b) For the purposes of this Section and Section 11.7, "Actual
         Contribution Percentage" for a Plan Year means, with respect to the
         Highly Compensated Participant group and Non-Highly Compensated
         Participant group, the average of the ratios (calculated separately for
         each Participant in each group) of:

                  (1) the sum of Employer matching contributions made pursuant
                  to Section 11.1(b) (to the extent such matching contributions
                  are not used to satisfy the tests set forth in Section 11.4),
                  voluntary Employee contributions made pursuant to Section 4.7
                  and Excess Contributions re-characterized as voluntary
                  Employee contributions pursuant to Section 11.5 on behalf of
                  each such Participant for such



                                       99
<PAGE>   104


                  Plan Year; to

                  (2) the Participant's "414(s) Compensation" for such Plan
                  Year.

         (c) For purposes of determining the "Actual Contribution Percentage"
         and the amount of Excess Aggregate Contributions pursuant to Section
         11.7(d), only Employer matching contributions (excluding matching
         contributions forfeited or distributed pursuant to Section 11.2(f),
         11.5(a), or 11.7(a)) contributed To the Plan prior to the end of the
         succeeding Plan Year shall be considered. In addition, the
         Administrator may elect to take into account, with respect to Employees
         eligible to have Employer matching contributions made pursuant to
         Section 11.1(b) or voluntary Employee contributions made pursuant to
         Section 4.7 allocated to their accounts, elective deferrals (as defined
         in Regulation 1.402(g)-1(b)) and qualified non-elective contributions
         (as defined in Code Section 401(m)(4)(Q) contributed to any plan
         maintained by the Employer. Such elective deferrals and qualified
         non-elective contributions shall he treated as Employer matching
         contributions subject to Regulation 1.401(m)-l(b)(2) which is
         incorporated herein by reference. However, for Plan Years beginning
         after December 31, 1988, the Plan Year must be the same as the plan
         year of the plan to which the elective deferrals and the qualified
         non-elective contributions are made.

         (d) For the purpose of determining the actual contribution ratio of a
         Highly Compensated Employee who is subject to the Family Member
         aggregation rules of Code Section 414(q)(6) because such Employee is
         either a "five percent owner" of the Employer or one of the ten (10)
         Highly Compensated Employees paid the greatest "415 Compensation"
         during the year, the following shall apply:

                  (1) The combined actual contribution ratio for the family
                  group (which shall be treated as one highly Compensated
                  Participant) shall be the greater of:

                           (i) the ratio determined by aggregating Employer
                           matching contributions made pursuant to Section
                           11.1(b) (to the extent such matching contributions
                           are not used to satisfy the tests set forth in
                           Section 11.4), voluntary Employee contributions made
                           pursuant to Section 4.7, Excess Contributions
                           re-characterized as voluntary Employee contributions
                           pursuant to Section 11.5 and "414(s) Compensation" of
                           all eligible Family Members who are Highly
                           Compensated Participants without regard to family
                           aggregation; and

                           (ii) the ratio determined by aggregating Employer
                           matching contributions made pursuant to Section
                           11.1(b) (to the extent such matching contributions
                           are not used to satisfy the tests set forth in
                           Section 11.4), voluntary Employee contributions made
                           pursuant to Section 4.7, Excess Contributions
                           re-characterized as voluntary Employee contributions
                           pursuant to Section 11.5 and "414(s) Compensation" of
                           all eligible Family Members (including Highly
                           Compensated Participants). However, in



                                      100
<PAGE>   105


                           applying the $200,000 limit to "414(s) Compensation"
                           for Plan Years beginning after December 31, 1988,
                           Family Members shall include only the affected
                           Employee's spouse and any lineal descendants who have
                           not attained age 19 before the close of the Plan
                           Year.

                  (2) The Employer matching contributions made pursuant to
                  Section 11.1(b) (to the extent such matching contributions are
                  not used to satisfy the tests set forth in Section 11.4),
                  voluntary Employee contributions made pursuant to Section 4.7,
                  Excess Contributions re-characterized as voluntary Employee
                  contributions pursuant to Section 11.5 and "414(s)
                  Compensation" of all Family Members shall be disregarded for
                  purposes of determining the "Actual Contribution Percentage"
                  of the Non-Highly Compensated Participant group except to the
                  extent taken into account in paragraph (1) above.

                  (3) If a Participant is required to be aggregated as a member
                  of more than one family group in a plan, all Participants who
                  are members of those family groups that include the
                  Participant are aggregated as one family group in accordance
                  with paragraphs (I) and (2) above.

         (e) For purposes of this Section and Code Sections 401(a)(4), 410(b)
         and 401(m), if two or more plans of the Employer to which matching
         contributions, Employee contributions, or both, are made are treated as
         one plan for purposes of Code Sections 401(a)(4) or 410(b) (other than
         the average benefits test under Code Section 410(b)(2)(A)(ii) as in
         effect for Plan Years beginning after December 31, 1988), such plans
         shall be treated as one plan. In addition, two or more plans of the
         Employer to which matching contributions. Employee contributions, or
         both, are made may be considered as a single plan for purposes of
         determining whether or not such plans satisfy Code Sections 401(a)(4),
         410(b) and 401(m). In such a case, the aggregated plans must satisfy
         this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though
         such aggregated plans were a single plan. For plan years beginning
         after December 31, 1989, plans may be aggregated under this paragraph
         only if they have the same plan year.

                  Notwithstanding the above, for Plan Years. beginning after
         December 31, 1988, an employee stock ownership plan described in Code
         Section 4975(e)(7) may not be aggregated with this Plan for purposes of
         determining whether the employee stock ownership plan or this Plan
         satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

         (f) If a Highly Compensated Participant is a Participant under two or
         more plans (other than an employee stock ownership plan as defined in
         Code Section 4975(e)(7) for Plan Years beginning after December 31,
         1988) which are maintained by the Employer or an Affiliated Employer to
         which matching contributions, Employee contributions, or both, are
         made, all such contributions on behalf of such Highly Compensated
         Participant shall be aggregated for purposes of determining such Highly
         Compensated Participant's actual contribution ratio. However, for Plan
         Years beginning after December 31, 1988, if



                                      101
<PAGE>   106


         the plans have different plan years, this paragraph shall be applied by
         treating all plans ending with or within the same calendar year as a
         single plan.

         (g) For purposes of Section 11.6(a) and 11.7, a Highly Compensated
         Participant and a Non-Highly Compensated Participant shall include any
         Employee eligible to have matching contributions made pursuant to
         Section 11.1(b) (whether or not a deferred election was made or
         suspended pursuant to Section 11.2(e)) allocated to his account for the
         Plan Year or to make salary deferrals pursuant to Section 11.2 (if the
         Employer uses salary deferrals to satisfy the provisions of this
         Section) or voluntary Employee contributions pursuant to Section 4.7
         (whether or not voluntary Employee contributions are made) allocated to
         his account for the Plan Year.

         (h) For purposes of this Section, "Matching Contribution" shall mean an
         Employer contribution made to the Plan, or to a contract described in
         Code Section 403(b), on behalf of a Participant on account of an
         Employee contribution made by such Participant, or on account of a
         participant's deferred compensation, under a plan maintained by the
         Employer.

11.7     ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

         (a) In the event that for Plan Years beginning after December 31, 1986,
         the "Actual Contribution Percentage" for the Highly Compensated
         Participant group exceeds the "Actual Contribution Percentage" for the
         Non-Highly Compensated Participant group pursuant to Section 11.6(a),
         the Administrator (on or before the fifteenth day of the third month
         following the end of the Plan Year. but in no event later than the
         close of the following Plan Year) shall direct the Trustee to
         distribute to the Highly Compensated Participant having the highest
         actual contribution ratio, his portion of Excess Aggregate
         Contributions (and Income allocable to such contributions) or, if
         forfeitable. forfeit such non-Vested, Excess Aggregate Contributions
         attributable to Employer matching contributions (and Income allocable
         to such Forfeitures) until either one of the tests set forth in Section
         I 1.6(a) is satisfied, or until his actual contribution ratio equals
         the actual contribution ratio of the Highly Compensated Participant
         having the second highest actual contribution ratio. This process shall
         continue until one of the tests Set forth in Section 11.6(a) is
         satisfied. The distribution and/or Forfeiture of Excess Aggregate
         Contributions shall be made in the following order:

                  (1) Employer matching contributions distributed and/or
                  forfeited pursuant to Section 11.5(a)(1);

                  (2) Voluntary Employee contributions including Excess
                  Contributions re-characterized as voluntary Employee
                  contributions pursuant to Section 11.5(a)(2);

                  (3) Remaining Employer matching contributions.

         (b) Any distribution or Forfeiture of less than the entire amount of
         Excess Aggregate



                                      102
<PAGE>   107


         Contributions (and Income) shall be treated as a pro rata distribution
         of Excess Aggregate Contributions and Income. Distribution of Excess
         Aggregate Contributions shall be designated by the Employer as a
         distribution of Excess Aggregate Contributions (and Income).
         Forfeitures of Excess Aggregate Contributions shall be treated in
         accordance with Section 4.3. However, no such Forfeiture may be
         allocated to a Highly Compensated Participant whose contributions are
         reduced pursuant to this Section.

         (c) Excess Aggregate Contributions attributable to amounts other than
         voluntary Employee contributions, including forfeited matching
         contributions, shall be treated as Employer contributions for purposes
         of Code Sections 404 and 415 even if distributed from the Plan.

         (d) For the purposes of this Section and Section 11.6, "Excess
         Aggregate Contributions" means, with respect to any Plan Year, the
         excess of:

                  (1) the aggregate amount of Employer matching contributions
                  made pursuant to Section 11.1(b) (to the extent such
                  contributions are taken into account pursuant to Section
                  11.6(a)), voluntary Employee contributions made pursuant to
                  Section 4.7, Excess Contributions re-characterized as
                  voluntary Employee contributions pursuant to Section 11.5 and
                  any Qualified Non-Elective Contributions or elective deferrals
                  taken into account pursuant to Section I 1.6(c) actually made
                  on behalf of the Highly Compensated Participant group for such
                  Plan Year, over

                  (2) the maximum amount of such contributions permitted under
                  the limitations of Section 11.6(a).

         (e) For each Highly Compensated Participant, the amount of Excess
         Aggregate Contributions is equal to the total Employer matching
         contributions made pursuant to Section 11.1(b) (to the extent taken
         into account pursuant to Section 11.6(a)), voluntary Employee
         contributions made pursuant to Section 4.7, Excess Contributions
         re-characterized as voluntary Employee contributions pursuant to
         Section 11.5 and any Qualified Non-Elective Contributions or elective
         deferrals taken into account pursuant to Section 11.6(c) on behalf of
         the Highly Compensated Participant (determined prior to the application
         of this paragraph) minus the amount determined by multiplying the
         Highly Compensated Participant's actual contribution ratio (determined
         after application of this paragraph) by his "414(s) Compensation." the
         actual contribution ratio must be rounded to the nearest one-hundredth
         of one percent for Plan Years beginning after December 31, 1988. In no
         case shall the amount of Excess Aggregate Contribution with respect to
         any Highly Compensated Participant exceed the amount of Employer
         matching contributions made pursuant to Section 11.1(b) (to the extent
         taken into account pursuant to Section 11.6(a)), voluntary Employee
         contributions made pursuant to Section 4.7, Excess Contributions
         re-characterized as voluntary Employee contributions pursuant to
         Section 11.5 and any Qualified Non-Elective Contributions or elective
         deferrals taken into account pursuant to Section I 1.6(c) on behalf of
         such Highly Compensated Participant



                                      103
<PAGE>   108


         for such Plan Year.

         (f) The determination of the amount of Excess Aggregate Contributions
         with respect to any Plan Year shall be made after first determining the
         Excess Contributions, if any, to be treated as voluntary Employee
         contributions due to re-characterization for the plan year of any other
         qualified cash or deferred arrangement (as defined in Code Section
         401(k)) maintained by the Employer that ends with or within the Plan
         Year or which are treated as voluntary Employee contributions due to
         re-characterization pursuant to Section 11.5.

         (g) "The determination and correction of Excess Aggregate Contributions
         of a Highly

         Compensated Participant whose actual contribution ratio is determined
         under the family aggregation rules shall be accomplished as follows:

                  (1) If the actual contribution ratio for the Highly
                  Compensated Participant is determined in accordance with
                  Section 11.6(d)(1), then the actual contribution ratio shall
                  be reduced and the Excess Aggregate Contributions for the
                  family unit shall be allocated among the Family Members in
                  proportion to the sum of Employer matching contributions made
                  pursuant to Section 11.1(b) (to the extent taken into account
                  pursuant to Section 11.6(a)), voluntary Employee contributions
                  made pursuant to Section 4.7, Excess Contributions
                  re-characterized as voluntary Employee contributions pursuant
                  to Section 11.5 and any Qualified Non-Elective Contributions
                  or elective deferrals taken into account pursuant to Section
                  11.6(c) of each Family Member that were combined to determine
                  the group actual contribution ratio.

                  (2) If the actual contribution ratio for the Highly
                  Compensated Participant is determined under Section
                  11.6(d)(2), then the actual contribution ratio shall first be
                  reduced, as required herein, but not below the actual
                  contribution ratio of the group of Family Members who are not
                  Highly Compensated Participants without regard to family
                  aggregation. The Excess Aggregate Contributions resulting from
                  this initial reduction shall be allocated among the Highly
                  Compensated Participants whose Employer matching contributions
                  made pursuant to Section 11.1(b) (to the extent taken into
                  account pursuant to Section I 1.6(a)), voluntary Employee
                  contributions made pursuant to Section 4.7, Excess
                  Contributions re-characterized as voluntary Employee
                  contributions pursuant to Section 11.5 and any Qualified
                  Non-Elective Contributions or elective deferrals taken into
                  account pursuant to Section 11.6(c) were combined to determine
                  the actual contribution ratio. If further reduction is still
                  required, then Excess Aggregate Contributions resulting from
                  this further reduction shall be determined by taking into
                  account the contributions of all Family Members and shall be
                  allocated among them in proportion to their respective
                  Employer matching contributions made pursuant to Section
                  11.1(b) (to the extent taken into account pursuant to Section
                  I 1.6(a)), voluntary Employee contributions made pursuant to
                  Section 4.7, Excess



                                      104
<PAGE>   109


                  Contributions re-characterized as voluntary Employee
                  contributions pursuant to Section 11.5 and any Qualified
                  Non-Elective Contributions or elective deferrals taken into
                  account pursuant to Section 11.6(c).

         (h) Notwithstanding the above, within twelve (12) months after the end
         of the Plan Year, the Employer may make a special Qualified
         Non-Elective Contribution on behalf of Non-Highly Compensated
         Participants in an amount sufficient to satisfy one of the tests set
         forth in Section 11.6. Such contribution shall be allocated to the
         Participant's Qualified Non-Elective Account of each Non-Highly
         Compensated Participant in the same proportion that each Non-Highly
         Compensated Participant's Compensation for the year bears to the total
         Compensation of all Non-Highly Compensated Participants. A separate
         accounting shall be maintained for the purpose of excluding such
         contributions from the "Actual Deferral Percentage" tests pursuant to
         Section 11.4.

         (i) For purposes of this Section, "Income" means the income or loss
         allocable to Excess Aggregate Contributions which shall equal the sum
         of the allocable gain or loss for the Plan Year and the allocable gain
         or loss for the period between the end of the Plan Year and the date of
         distribution ("gap period"). The income or loss Allocable to Excess
         Aggregate Contributions for the Plan Year and the "gap period" is
         calculated separately and is determined by multiplying the income or
         loss for the Plan Year or the "gap period" by a fraction, The numerator
         of the fraction is the Excess Aggregate Contributions for the Plan
         Year. The denominator of the fraction is the total Participant's
         Account and Voluntary Contribution Account attributable to Employer
         matching contributions subject to Section 11.6, voluntary Employee
         contributions made pursuant to Section 4.7, and any qualified
         Non-Elective Contributions and Elective deferrals taken into account
         pursuant to Section 11.6(c) as of the end of the Plan Year or the "gap
         period," reduced by the gain allocable to such total amount for the
         Plan Year or the "gap period" and increased by the loss allocable to
         such total amount for the Plan Year or the "gap period."

                  In lieu of the "fractional method" described above, a "safe
         harbor method" may be used to calculate the allocable Income for the
         "gap period." Under such "safe harbor method," allocable Income for the
         "gap period" shall be deemed to equal ten percent (10%) of the Income
         allocable to Excess Aggregate Contributions for the Plan Year of the
         Participant multiplied by the number of calendar months in the "gap
         period." For purposes of determining the number of calendar months in
         the "gap period," a distribution occurring on or before the fifteenth
         day of the month shall be treated as having been made on the last day
         of the preceding month and a distribution occurring after such
         fifteenth day shall be treated as having been made on the first day of
         the next subsequent month.

                  The Income allocable to Excess Aggregate Contributions
         resulting from re-characterization of Elective Contributions shall be
         determined and distributed as if such re-characterized Elective
         Contributions had been distributed as Excess Contributions.

                  Notwithstanding the above, for any distribution under
         this-Section which is made



                                      105
<PAGE>   110


         after August 15, 1991, such distribution shall not include any Income
         for the "gap period." Further provided, for any distribution under this
         Section which is made after August 15, 1991, the amount of Income may
         be computed using a reasonable method that is consistent with Section
         4.3(c), provided such method is used consistently for all Participants
         and for all such distributions for the Plan Year.

                  Notwithstanding the above, for Plan Years which began in 1987,
         Income during the "gap period" shall not be taken into account.

                  Notwithstanding the above, for any distribution under this
         Section which is made after August 15, 1991, such distribution shall
         not include any Income for the "gap period". Further provided, for any
         distribution under this Section which is made after August 15, 1991,
         the amount of Income may be computed using a reasonable method that is
         consistent with Section 4.3(c), provided such method is used
         consistently for all Participants and for all such distributions for
         the Plan Year.

11.8     ADVANCE DISTRIBUTION FOR HARDSHIP

         (a) The Administrator, at the election of the Participant, shall direct
         the Trustee to distribute to any Participant in any one Plan Year up to
         the lesser of (1) 100% of his accounts as specified in the Adoption
         Agreement valued as of the last Anniversary Date or other valuation
         date or (2) the amount necessary to satisfy the immediate and heavy
         financial need of the Participant. Any distribution made pursuant to
         this Section shall be deemed to be made as of the first day of the Plan
         Year or, if later, the valuation date immediately preceding the date of
         distribution, and the account from which the distribution is made shall
         be reduced accordingly. Withdrawal under this Section shall be
         authorized only if the distribution is on account of one of the
         following or any other items permitted by the Internal Revenue Service:

                  (1) Medical expenses described in Code Section 213(d) incurred
                  by the Participant, his spouse, or any of his dependents (as
                  defined in Code Section 152) or expenses necessary for these
                  persons to obtain medical care;

                  (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, children, or dependents; or

                  (4) The need to prevent the eviction of the Participant from
                  his principal residence or foreclosure on the mortgage of the
                  Participant's principal residence.

         (b) No such distribution shall be made from the Participant's Account
         until such Account has become fully Vested.



                                      106
<PAGE>   111


         (c) No distribution shall be made pursuant to this Section unless the
         Administrator, based upon the Participant's representation and such
         other facts as are known to the Administrator. determines that all of
         the following conditions are satisfied:

                  (1) The distribution is not in excess of the amount of the
                  immediate and heavy financial need of the Participant
                  (including any amounts necessary to pay any federal, state, or
                  local taxes or penalties reasonably anticipated to result from
                  the distribution);

                  (2) The Participant has obtained all distributions, other than
                  hardship distributions, and all nontaxable loans currently
                  available under all plans maintained by the Employer;

                  (3) The Plan, and all other plans maintained by the Employer,
                  provide that the Participant's elective deferrals and
                  voluntary Employee contributions will be suspended for at
                  least twelve (12) months after receipt of the hardship
                  distribution; and

                  (4) The Plan, and all other plans maintained by the Employer,
                  provide that the Participant may not make elective deferrals
                  for the Participant's taxable year immediately following the
                  taxable year of the hardship distribution in excess of the
                  applicable limit under Code Section 402(g) for such next
                  taxable year less the amount of such Participant's elective
                  deferrals for the taxable year of the hardship distribution.

         (d) Notwithstanding the above, distributions from the Participant's
         Elective Account and Qualified Non-Elective Account pursuant to this
         Section shall be limited solely to the Participant's Deferred
         Compensation and any income attributable thereto credited to the
         Participant's Elective Account as of December 31, 1988.

         (e) Any distribution made pursuant to this Section shall be made in a
         manner which is consistent with and satisfies the provisions of Section
         6.5, including, but not limited to, all notice and consent requirements
         of Code Sections 411(a)(11) and 417 and the Regulations thereunder.




                                      107
<PAGE>   112


                                  AMENDMENT TO
                THE ANGELL PENSION GROUP, INC. REGIONAL PROTOTYPE
                   DEFINED CONTRIBUTION PENSION PLAN AND TRUST

1. Article VI of the Plan is amended by the addition of the new subsection,
effective as of the following date:

         a. For Plans not entitled to extended reliance as described in Revenue
         Ruling 9476, the first day of the first Plan Year beginning on or after
         December 31, 1994, or if later, 90 days after December 31, 1994; or

         b. For Plans entitled to extended reliance as described in Revenue
         Ruling 94-76, as of the first day of the first plan year beginning in
         1999. However, in the event of a transfer of assets to the Plan from a
         money purchase plan that occurs after the date of the most recent
         determination letter, the effective date of the amendment shall, be the
         date immediately preceding the date of such transfer of assets.

TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN

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

2. Article VI is amended by the addition of the following new subsection,
effective as of December 12, 1994:

UNIFORMED SERVICES

         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 Section 414(u) of the Internal
Revenue Code.

         Loan repayments will be suspended under this plan as permitted under
Code Section 414(u)(4).




                                      108
<PAGE>   113


Pursuant to the terms of the Plan regarding amendments, THE ANGELL PENSION
GROUP, INC, as the sponsor of the prototype, hereby adopts this amendment as
of the date set forth below.


                                                 The Angell Pension Group, Inc.

                                                 By:  /s/ David G. Cram
                                                    -------------------

                                                 Title: President

                                                 Date:  June 30, 1997




<PAGE>   114

                             ADOPTION AGREEMENT FOR

                THE ANGELL PENSION GROUP, INC. REGIONAL PROTOTYPE
                     NON-STANDARDIZED 401(K) PROFIT SHARING
                                 PLAN AND TRUST


         The undersigned Employer adopts The Angell Pension Group, Inc. Regional
Prototype Non-Standardized 401(k) Profit Sharing Plan and Trust for those
Employees who shall qualify as Participants hereunder, to be known as the

A1                 EPRISE CORPORATION RETIREMENT SAVINGS PLAN
     ----------------------------------------------------------------------
                                (Enter Plan Name)

It shall be effective as of the date specified below. The Employer hereby
selects the following Plan specifications:

CAUTION: The failure to properly fill out this Adoption Agreement may result in
disqualification of the Plan.

EMPLOYER INFORMATION

B1  Name of Employer                     EPRISE CORPORATION
                      ----------------------------------------------------------

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

B2  Address                              1671 WORCESTER ROAD
                      ----------------------------------------------------------

                                FRAMINGHAM          MA          01701
                      ----------------------------------------------------------
                                   City            State         Zip

         Telephone:  508-872-0200

B3  Employer Identification Number:  04-3179480

B4  Date Business Commenced:

B5  TYPE OF ENTITY

         a.    [ ]     S Corporation

         b.    [ ]     Professional Service Corporation

         c.    [X]     Corporation

         d.    [ ]     Sole Proprietorship

         e.    [ ]     Partnership


Copyright 1996-R  The Angell Pension Group, Inc.


<PAGE>   115


         f.    [ ]     Other:  __________________________


         AND, is the Employer a member of ...


         g.    a controlled group?                  [ ] Yes        [X] No

         h.    an affiliated service group?         [ ] Yes        [X] No



B6  NAMES(S) OF TRUSTEE(S)

         a.     MILTON ALPERN

         b.     JOSEPH FORGIONE

         c.



B7  TRUSTEES' ADDRESS

         a.    [X]     Use Employer Address

         b.    [ ]

         -----------------------------------------------------------------------
                                        Street



         -----------------------------------------------------------------------
                 City                                  State             Zip



B8  LOCATION OF EMPLOYER'S PRINCIPAL OFFICE:

         a.    [ ] state      b.   [X] commonwealth of c.   MASSACHUSETTS   and
this Plan and Trust shall be governed under the same.



B9 EMPLOYER FISCAL YEAR means the 12 consecutive month period:

         Commencing on a.   JANUARY     1ST   (e.g., January 1st)
                         ---------------------
                             month      day


         and ending on b.  DECEMBER     31ST
                         ---------------------
                             month      day


                                      -2-

<PAGE>   116


PLAN INFORMATION



C1 EFFECTIVE DATE

         This Adoption agreement of The Angell Pension Group, Inc. Regional
         Prototype Non-Standardized 401(k) Profit Sharing Plan and Trust shall:



         a.    [ ] establish a new Plan and Trust effective as of ______________
                   (hereinafter called the "Effective Date").



         b.    [X] constitute an amendment and restatement in its entirety of a
                   previously established qualified Plan and Trust of the
                   Employer which was effective JANUARY 1, 1995 (hereinafter
                   called the "Effective Date"). Except as specifically provided
                   in the Plan, the effective date of this Amendment and
                   restatement is JANUARY 1, 1998. (For TRA '86 amendments,
                   enter the first day of the first Plan Year beginning in 1989.



C2 PLAN YEAR means the 12 consecutive month period::

         Commencing on a.   JANUARY     1ST   (e.g., January 1st)
                         ---------------------
                             month      day


         and ending on b.  DECEMBER     31ST
                         ---------------------
                             month      day


IS THERE A SHORT PLAN YEAR?

c.  [X] No

d.  [ ] Yes, beginning _____________

        and ending _________________



C3  ANNIVERSARY DATE of Plan (Annual Valuation Date)

         a.         DECEMBER     31ST
                  ---------------------
                      month      day


C4  PLAN NUMBER assigned by the Employer (select one)

         a. [X]  001    b. [ ]  002    c. [ ]  003    d. [ ]  Other ____________



                                      -3-

<PAGE>   117


C5.   NAME OF PLAN ADMINISTRATOR (Document provides for the Employer to appoint
      an Administrator. If none is named, the Employer will become the
      Administrator.)

         a.    [X]      Employer (Use Employer Address)

         b.    [ ]      Name  __________________________________________________

                        Address    [ ] Use Employer Address

                              __________________________________________________



                              __________________________________________________
                                    City                      State      Zip



         Telephone:  ____________________

         Administrator's I.D. Number:  _____-__________



C6  PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS

         a.    [X]     Employer (use Employer Address)

         b.    [ ]      Name    ________________________________________________

                        Address ________________________________________________

                                ________________________________________________
                                    City                      State      Zip



ELIGIBILITY, VESTING AND RETIREMENT AGE



D1 ELIGIBLE EMPLOYEES (Plan Section 1.15) shall mean:

         a. [ ]   all Employees who have satisfied the eligibility requirements.
         b. [X]   all Employees who have satisfied the eligibility requirements
                  except those checked below:
            1.    [ ]   Employees paid by commissions only.
            2.    [ ]   Employees hourly paid.
            3.    [ ]   Employees paid by salary.
            4.    [X]   Employees whose employment is governed by a collective
                        bargaining agreement between the Employer and "employee
                        representatives" under which retirement benefits were
                        the subject of good faith bargaining. For this purpose,
                        the term "employee representatives" does not include any
                        organization more than half of whose members are
                        employees who are owners, officers, or executives of the
                        Employer.
            5.    [ ]   Highly Compensated Employees.
            6.    [X]   Employees who are non-resident aliens who received no
                        earned income

                                      -4-

<PAGE>   118


                        (within the meaning of Code Section 911(d)(2)) from the
                        Employer which constitutes income from sources within
                        the United States (within the meaning of Code Section
                        861(a)(3)).
            7.    [ ]   Other _______________


         NOTE: For purposes of this section, the term Employee shall include all
         Employees of this Employer and any leased employees deemed to be
         Employees under code Section 414(n) or 414(o).



D2  EMPLOYEES OF AFFILIATED EMPLOYERS (Plan Section 1.16)

         Employees of Affiliated Employers:

         a.    [X]     will not or N/A

         b.    [ ]     will

         be treated as Employees of the Employer adopting the Plan.



         NOTE: If D2b is elected, each Affiliated Employer should execute this
         Adoption Agreement as a Participating Employer.



D3       HOURS OF SERVICE (Plan Section 1.31) will be determined on the basis of
         the method selected below. Only one method may be selected. The method
         selected will be applied to all Employees covered under the Plan.

         a.  [X]  On the basis of actual hours for which an Employee is paid or
                  entitled to payment.

         b.  [ ]  On the basis of days worked. An Employee will be credited with
                  ten (10) Hours of Service if under the Plan such Employee
                  would be credited with at least one (1) Hour of Service during
                  the day.

         c.  [ ]  On the basis of weeks worked. An Employee will be credited
                  forty-five (45) Hours of Service if under the Plan such
                  Employee would be credited with at least one (1) Hour of
                  Service during the week.

         d.  [ ]  On the basis of semi-monthly payroll periods. An Employee will
                  be credited with ninety-five (95) Hours of Service if under
                  the Plan such Employee would be credited with at least one (1)
                  Hour of Service during the semi-monthly payroll period.

         e   [ ]  On the basis of months worked. An Employee will be credited
                  with one hundred ninety (190_ Hours of Service if under the
                  plan such Employee would be credited with at least one (1)
                  Hour of Service during the month.



D4 CONDITIONS OF ELIGIBILITY (Plan Section 3.1) (Check either a OR b and c, and
if applicable, d)

         Any Eligible Employee will be eligible to participate in the Plan if
         such Eligible Employee has satisfied the service and age requirements,
         if any, specified below:

         a.    [ ]         NO AGE OR SERVICE REQUIRED.

                                      -5-

<PAGE>   119


         b.    [X]         SERVICE REQUIREMENT.  (may not exceed 1 year)



               1.      [ ]       None

               2.      [ ]       1/2 Year of Service

               3.      [ ]       1 Year of Service

               4.      [X]       Other      60 DAYS OF EMPLOYMENT
                                         ---------------------------



         NOTE: If the Year(s) of Service selected is or includes a fractional
         year, an Employee will not be required to complete any specified number
         of Hours of Service to receive credit for such fractional year. If
         expressed in Months of Service, an Employee will not be required to
         complete any specified number of Hours of Service in a particular
         month.

         c.  [ ]  AGE REQUIREMENT (may not exceed 21)

                  1.    [ ]      N/A - No Age Requirement.

                  2.    [ ]      20 1/2

                  3.    [X]      21

                  4.    [ ]      Other ____________________

         d.  [ ]  FOR NEW PLANS ONLY - Regardless of any of the above age or
                  service requirements, any Eligible Employee who was employed
                  on the Effective Date of the Plan shall be eligible to
                  participate hereunder and shall enter the Plan as of such
                  date.



D5       EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2)  An Eligible
         Employee shall become a Participant as of:

         a. [ ]   the first day of the Plan Year in which he met the
                  requirements.
         b. [ ]   the first day of the Plan Year in which he met the
                  requirements, if he met the requirements in the first 6 months
                  of the Plan Year, or as of the first day of the next
                  succeeding Plan Year if he met the requirements in the last 6
                  months of the Plan Year.
         c. [ ]   the earlier of the first day of the seventh month or the first
                  day of the Plan Year coinciding with or next following the
                  date on which he met the requirements.
         d. [ ]   the first day of the Plan Year next following the date on
                  which he met the requirements. (Eligibility must be 1/2 Year
                  of Service or less and age 20 1/2 or less.)
         e. [ ]   the first day of the month coinciding with or next following
                  the date on which he met the requirements.
         f. [X]   Other: FIRST DAY OF THE MONTH COINCIDENT WITH OR NEXT
                  FOLLOWING AGE AND SERVICE REQUIREMENT, provided that an
                  Employee who has satisfied the maximum age and service
                  requirements that are permissible in Section D4 above and who
                  is otherwise entitled to participate, shall commence
                  participation no later than the earlier of (a) 6 months after
                  such requirements are satisfied, or (b) the first day of the
                  first Plan Year after such requirements are satisfied, unless
                  the Employee separates from service before such participation
                  date.


                                      -6-

<PAGE>   120


D6  VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))

         The vesting schedule, based on number of Years of Service, shall be as
         follows:

         a.  [ ]  100% upon entering Plan. (Required if eligibility requirements
                  is greater than one (1) Year of Service.)

         b.  [ ]  0-2 years         0%        c.  [ ]    0-4 years         0%
                  3 years         100%                   5 years         100%

         d.  [X]  0-1 year          0%        e.  [ ]    1 year           25%
                  2 years          20%                   2 years          50%
                  3 years          40%                   3 years          75%
                  4 years          60%                   4 years         100%
                  5 years          80%
                  6 years         100%

         f.  [ ]  1 year           20%        g.  [ ]    0-2 years         0%
                  2 years          40%                   3 years          20%
                  3 years          60%                   4 years          40%
                  4 years          80%                   5 years          60%
                  5 years         100%                   6 years          80%
                                                         7 years         100%

         h.  [ ]  Other - Must be at least as liberal as either c or g above.

                  YEARS OF SERVICE                    PERCENTAGE
             --------------------------       --------------------------

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

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


D7       FOR AMENDED PLANS (Plan Section 6.4(f)) If the vesting schedule has
         been amended to a less favorable schedule, enter the pre-amended
         schedule below:



         a.  [X]  Vesting schedule has not been amended or amended schedule is
             more favorable in all years.

         b.  [ ]  YEARS OF SERVICE          PERCENTAGE

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

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

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

                                      -7-

<PAGE>   121

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


D8       TOP HEAVY VESTING (Plan Section 6.4(c)) If this Plan becomes a Top
         Heavy Plan, the following vesting schedule, based on number of Years of
         Service, for such Plan Year and each succeeding Plan Year, whether or
         not the Plan is a Top Heavy Plan, shall apply and shall be treated as a
         Plan amendment pursuant to this Plan. Once effective, this schedule
         shall also apply to any contributions made prior to the effective date
         of Code Section 416 and/or before the Plan became a Top Heavy Plan.

         a. [X]   N/A (D5a, b d, e or f was selected)

         b. [ ]   0-1 year        0%            c. [ ]   0-2 years        0%
                  2 years        20%                     3 years        100%
                  3 years        40%
                  4 years        60%
                  5 years        80%
                  6 years       100%


         NOTE: This section does not apply to the Account balances of any
         Participant who does not have an Hour of Service after the Plan has
         initially become top heavy. Such Participant's Account balance
         attributable to Employer contributions and Forfeitures will be
         determined without regard to this section.



D9       VESTING (Plan Section 6.4(h)) In determining Years of Service for
         vesting purposes, Years of Service attributable to the following shall
         be excluded:

         a.  [ ]  Service prior to the Effective Date of       b.  [X]  N/A
                  the Plan or a predecessor plan.

         c.  [ ]  Service prior to the time an Employee        d.  [X]  N/A
                  attained age 18.



D10      PLAN SHALL RECOGNIZE SERVICE WITH PREDECESSOR EMPLOYER

         a.  [ ]  No.

         b.  [X]  Yes: Years of Service with NOVALINK, USA CORPORATION shall be
                  recognized for the purpose of this Plan.

         NOTE: If the predecessor Employer maintained this qualified Plan, then
         Years of Service with such predecessor Employer shall be recognized
         pursuant to Section 1.74 and b. must be marked.



D11      NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.42) means:

         a.  [X]  the date a Participant attains his 65TH birthday. (not to
                  exceed 65th)

         b.  [ ]  the later of the date a Participant attains his _______
                  birthday (not to exceed 65th) or the c. _____ (not to exceed
                  5th) anniversary of the first day of the Plan Year in which
                  participation in the Plan commenced.

                                      -8-

<PAGE>   122


D12 NORMAL RETIREMENT DATE (Plan Section 1.43) shall commence:

         a   [X]  as of the participant's "NRA."

              OR  (must select b. or c. AND 1. or 2.)

         b.  [ ]  as of the first day of the month...

         c.  [ ]  as of the Anniversary Date.



                  1.  [ ]  coinciding with or next following the Participant's
                           "NRA."

                  2.  [ ]  nearest the Participant's "NRA."



D13 EARLY RETIREMENT DATE (Plan Section 1.12) means the:

         a.  [X]  No Early Retirement provision provided.

         b.  [ ]  date on which a Participant...

         c.  [ ]  first day of the month coinciding with or next following the
                  date on which a Participant...

         d.  [ ]  Anniversary Date coinciding with or next following the date on
                  which a Participant...



AND, if b, c or d was selected ...

                  1.  [ ]  attains his ____ birthday and has

                  2.  [ ]  completed at least ______ Years of Service.



CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS



E1       a.       COMPENSATION (Plan Section 1.9) with respect to any
                  Participant means:

                  1. [X] Wages, tips and other Compensation on Form W-2.

                  2. [ ] Section 3401(a) wages (wages for withholding purposes).

                  3. [ ] 415 safe-harbor compensation.



                  AND COMPENSATION



                  1. [X] shall

                  2. [ ] shall not


                                      -9-


<PAGE>   123


                  exclude (even if includible in gross income) reimbursements or
                  other expenses allowances, fringe benefits (cash or noncash),
                  moving expenses, deferred compensation, and welfare benefits.



         b.       COMPENSATION shall be

                  1. [X]  actually paid (must be selected if Plan is integrated)

                  2. [ ]  accrued



         c. HOWEVER, for non-integrated plans, Compensation shall exclude
            (select all that apply);

                  a.  [X]  N/A.  No exclusions

                  2.  [ ]  overtime

                  3.  [ ]  bonuses

                  4.  [ ]  commissions

                  5.  [ ]  other _____________________

         d. FOR PURPOSES OF THIS SECTION E1, Compensation shall be based on:

                  1.  [X]  the Plan Year.

                  2.  [ ]  the Fiscal Year coinciding with or ending within the
                           Plan Year.

                  3.  [ ]  the Calendar Year coinciding with or ending within
                           the Plan Year.



         NOTE:  The Limitation Year shall be the same as the year on which
                Compensation is based.



         e.     HOWEVER, for an Employee's first year of Participation,
                Compensation shall be recognized as of:

                  1.  [ ]  the first day of the Plan Year.

                  2.  [X]  the date the participant entered the Plan.



         f.       IN ADDITION, COMPENSATION and 414(s) Compensation

                  1. [X]   shall 2. [ ]  shall not include compensation which is
                  not currently includible in the Participant's gross income by
                  reason of the application of Code Sections 125, 402(a)(8),
                  402(h)(1)(B) or 403(b).



E2.      SALARY REDUCTION ARRANGEMENT - ELECTIVE CONTRIBUTION (Plan Section
         11.2) Each Employee may elect to have his Compensation reduced by:

         a.  [ ]  _____ %

         b.  [ ]  up to _____ &

                                      -10-

<PAGE>   124


         c.  [X]  from   1   % to   20  %
                       -----      ------

         d.  [ ]  up to the maximum percentage allowable not to exceed the
                  limits of Code Sections 401(k), 404 and 415.

         AND ...

         e.  [ ]  A Participant may elect to commence salary reductions as of
                  THE FIRST DAY OF ANY month (ENTER AT LEAST ONE DATE OR
                  PERIOD). A Participant may modify the amount of salary
                  reductions as of THE FIRST DAY OF ANY MONTH (ENTER AT LEAST
                  ONE DATE OR PERIOD).

         AND ...

         Shall cash bonuses paid within 2 1/2 months after the end of the Plan
         Year be subject to the salary reduction election?

         f.  [ ]  Yes

         g.  [X]  No



E3       FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION  (Plan Section
         11.1(b))

         a.  [ ]  N/A.  There shall be no matching contributions.

         b.  [X]  The Employer shall make matching contributions equal to 50%
                  (e.g. 50%) of the Participant's salary reductions.

         c.  [ ]  The Employer may make matching contributions equal to a
                  discretionary percentage, to be determined by the Employer, of
                  the Participant's salary reductions.

         d.  [ ]  The Employer shall make matching contributions equal to the
                  sum of ____ % of the portion of the Participant's salary
                  reduction which does not exceed ____% of the Participant's
                  Compensation plus ____ % of the portion of the Participant's
                  salary reduction which exceeds ____% of the Participant's
                  Compensation, but does not exceed ____% of the Participant's
                  Compensation.

         e.  [ ]  The Employer shall make matching contributions equal to the
                  percentage determined under the following schedule:

                  PARTICIPANT'S TOTAL       MATCHING
                  YEARS OF SERVICE          PERCENTAGE

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

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

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



FOR PLANS WITH MATCHING CONTRIBUTIONS



         f.  [X]  Matching contributions g. [ ] shall  h. [X] shall not be used
                  in satisfying the deferral percentage tests. (If used, full
                  vesting and restrictions on withdrawals will apply and the
                  match will be deemed to be an Elective Contribution.)

                                      -11-

<PAGE>   125


         i.  [X]  Shall a Year of Service be required in order to share in the
                  matching contributions?



         With respect to Plan Years beginning after 1989 ...

                  1.  [ ]  Yes (Could cause Plan to violate minimum
                           participation and coverage requirements under Code
                           Sections 401(a)(26) and 410)

                  2.  [X]  No

         With respect to Plan Years beginning before 1990 ...

                  1.  [X]  N/A New Plan or same as years beginning after 1989.

                  2.  [ ]  Yes

                  3.  [ ]  No



         j. [X]   In determining matching contributions, only salary reductions
                  up to 5 % of a participant's Compensation will be
                  matched.     k. [ ]  N/A

         l. [ ]   The matching contribution made on behalf of a Participant for
                  any Plan Year shall not exceed $_____________.     m. [ ]  N/A

         n. [X]   Matching contributions shall be made on behalf of

                  1.  [X]  all Participants.

                  2.  [ ]  only Non-Highly Compensated Employees.

         o. [ ]   Notwithstanding anything in the Plan to the contrary, all
                  matching contributions which relate to distributions of Excess
                  Deferred Compensation, Excess Contributions, and Excess
                  Aggregate Contributions shall be Forfeited. (Select this
                  option only if it is applicable.)



E4.      WILL A DISCRETIONARY EMPLOYER CONTRIBUTION BE PROVIDED (OTHER THAN A
         DISCRETIONARY MATCHING OR QUALIFIED NON-ELECTIVE CONTRIBUTION) (Plan
         Section 11.1(c))?

         a.  [ ]  No.

         b.  [ ]  Yes, the Employer may make a discretionary contribution out of
                  its current or accumulated Net Profit.

         c.  [X]  Yes, the Employer may make a discretionary contribution which
                  is not limited to its current or accumulated Net Profit.

         IF YES (b. or c. is selected above), the Employer's discretionary
         contribution shall be allocated as follows:

         d.  [X]  FOR A NON-INTEGRATED PLAN

         The Employer discretionary contribution for the Plan Year shall be
         allocated in the same ratio as each Participant's Compensation bears to
         the total of such Compensation of all Participants.

                                      -12-

<PAGE>   126


         e.  [ ]  FOR AN INTEGRATED PLAN

         The Employer discretionary contribution for the Plan Year shall be
         allocated in accordance with Plan Section 4.3(b)(2) based on a
         Participant's Compensation in excess of:

         f.  [ ]  The Taxable Wage Base.

         g.  [ ]  The greater of $10,000 or 20% of the Taxable Wage Base.

         h.  [ ]  _____ % of the Taxable Wage Base. (See Note below)

         i.  [ ]  $__________ (see Note below)



         NOTE:  The integration percentage of 5.7% shall be reduced to:

                  1.       4.3% if h. or i. above is more than 20% and less than
                           or equal to 80% of the Taxable Wage Base.

                  2.       5.4% if h. or i. above is less than 100% and more
                           than 80% of the Taxable Wage Base.



E5       QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 11.1(d))

         a.  [ ]  N/A.  There shall be no Qualified Non-Elective Contributions
                  except as provided in Section 11.5(b) and 11.7(h).

         b.  [ ]  The Employer shall make a Qualified Non-Elective Contribution
                  equal to ____ % of the total Compensation of all Participants
                  eligible to share in the allocations.

         c.  [X]  The Employer may make a Qualified Non-Elective Contribution in
                  an amount to be determined by the Employer.



E6       FORFEITURES (Plan Section 4.3(e))

         a.       Forfeitures of contributions other than matching contributions
                  shall be ...

                  1. [X]   added to the Employer's contribution under the Plan.

                  2. [ ]   allocated to all participants eligible to share in
                           the allocations in the same proportion that each
                           Participant's Compensation for the year bears to the
                           Compensation of all Participants for such year.

         b.       Forfeitures of matching contributions shall be ...

                  1. [ ]   N/A.  No matching contributions or match is fully
                           vested.

                  2. [ ]   used to reduce the Employer's matching contribution.

                  3. [X]   allocated to all Participants eligible to share in
                           the allocations in proportion to each such
                           Participant's Compensation for the year.

                  4. [ ]   allocated to all Non-Highly Compensated Employee's
                           eligible to share in the allocations in proportion to
                           each such Participant's Compensation for the year.

                                      -13-

<PAGE>   127


E7       ALLOCATIONS TO ACTIVE PARTICIPANTS (Plan Section 4.3) With respect to
         Plan Years beginning after 1989, a Participant ...

         a. [ ]   shall (Plan may become discriminatory)

         b. [X]   shall not

         be required to complete a Year of Service in order to share in any
         Non-Elective Contributions (other than matching contributions) or
         Qualified Non-Elective Contributions. For Plan Years beginning before
         1990, the Plan provides that a Participant must complete a Year of
         Service to share in the allocations.



E8       ALLOCATIONS TO TERMINATED PARTICIPANTS (Plan Section 4.3(k)) Any
         Participant who terminated employment during the Plan Year (i.e. not
         actively employed on the last day of the Plan Year) for reasons other
         than death, Total and Permanent Disability or retirement:

         a.       With respect to Employer Non-Elective Contributions (other
                  than matching), Qualified Non-Elective Contributions, and
                  Forfeitures:

                  1.       For Plan Years beginning after 1989,

                           i.   [ ] N/A, Plan does not provide for such
                                    contributions.

                           ii.  [X] shall share in the allocations provided such
                                    Participant completed more than 500 Hours of
                                    Service.

                           iii. [ ] shall share in such allocations provided
                                    such Participant completed a Year of
                                    Service.

                           iv.  [X] shall not share in such allocations,
                                    regardless of Hours of Service.

                  2.       For Plan Years beginning before 1990,

                           i.   [X] N/A, new Plan or same as for Plan Years
                                    beginning after 1989.

                           ii.  [ ] shall share in such allocations provided
                                    such participant completed a Year of
                                    Service.

                           iii. [ ] shall not share in such allocations,
                                    regardless of Hours of Service.

         NOTE: If a.1.iii or iv is selected, the Plan could violate minimum
         participation and coverage requirements under Code Sections 401(a)(26)
         and 410.



         b.       With respect to the allocation of Employer Matching
                  contributions, a Participant:

                  1.       For Plan Years beginning after 1989,

                           i.   [ ] N/A, Plan does not provide for matching
                                    contributions.

                           ii.  [X] shall share in the allocations, regardless
                                    of Hours of Service.

                           iii. [ ] shall share in the allocations provided such
                                    Participant completed more than 500 Hours of
                                    Service.

                           iv.  [ ] shall share in such allocations provided
                                    such participant completed a Year of
                                    Service.

                           v.   [ ] shall not share in such allocations,
                                    regardless of Hours of Service.

                                      -14-

<PAGE>   128


                  2.       For Plan Years beginning before 1990,

                           i.   [X] N/A, new Plan, or same as years beginning
                                    after 1989.

                           ii.  [ ] shall share in the allocations, regardless
                                    of Hours of Service.

                           iii. [ ] shall share in such allocations provided
                                    such Participant completed a Year of
                                    Service.

                           iv.  [ ] shall not share in such allocations,
                                    regardless of Hours of Service.

         NOTE: If b.1.iv or v is selected, the Plan could violate minimum
         participation and coverage requirements under Code Section 401(a)(26)
         and 410.



E9       ALLOCATIONS OF EARNINGS  (Plan Section 4.3(c))

         Allocations of earnings with respect to amounts contributed to the Plan
         after the previous Anniversary Date or other valuation date shall be
         determined ...

         a.  [ ]  by using a weighted average.

         b.  [ ]  by treating one-half of all such contributions as being a part
                  of the Participant's nonsegregated account balance as of the
                  previous Anniversary Date or valuation date.

         c.  [ ]  by using the method specified in Section 4.3(c).

         d.  [X]  other   INDIVIDUAL ACCOUNTS.
                        -----------------------


E10      LIMITATIONS ON ALLOCATIONS  (Plan Section 4.4)

         a.       If any Participant is or was covered under another qualified
                  defined contribution plan maintained by the Employer, or if
                  the Employer maintains a welfare benefit fund, as defined in
                  Code Section 419(e), or an individual medical account, as
                  defined in Code Section 415(1)(2), under which amounts are
                  treated as Annual Additions with respect to any participant in
                  this Plan:

                  1.  [X]  N/A.

                  2.  [ ]  The provisions of Section 4.4(b) of the Plan will
                           apply.

                  3.  [ ]  Provide the method under which the Plan will limit
                           total Annual Additions to the Maximum Permissible
                           Amount, and will properly reduce any Excess Amounts,
                           in a manner that precludes Employer discretion.



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

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

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



         b.       If any participant is or ever has been a Participant in a
                  defined benefit plan maintained by the Employer:

                  1.  [X]  N/A.

                                      -15-

<PAGE>   129


                  2.  [ ]  In any Limitation Year, the Annual Additions credited
                           to the Participant under this Plan may not cause the
                           sum of the Defined Benefit Plan Fraction and Defined
                           Contribution Fraction to exceed 1.0. If the
                           Employer's contribution that would otherwise be made
                           on the Participant's behalf during the limitation
                           year would cause the 1.0 limitation to be exceeded,
                           the rate of contribution under this Plan will be
                           reduced so that the sum of the fraction equals 1.0.
                           If the 1.0 limitation is exceeded because of an
                           excess Amount, such Excess Amount will be reduced in
                           accordance with section 4.4(a)(4) of the Plan.

                  3.  [ ]  Provide the method under which the Plans involved
                           will satisfy the 1.0 limitation in a manner that
                           precludes Employer discretion.



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

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

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



E11      DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h)) Distributions upon the
         death of Participant prior to receiving any benefits shall ...

         a.  [X]  be made pursuant to the election of the Participant or
                  beneficiary.

         b.  [ ]  begin within 1 year of death for a designated beneficiary and
                  be payable over the life (or over a period not exceeding the
                  life expectancy) of such beneficiary, except that if the
                  beneficiary is the Participant's spouse, begin within the time
                  the Participant would have attained age 70 1/2.

         c.  [ ]  be made within 5 years of death for all beneficiaries.

         d.  [ ]  other  ______________________



E12      LIFE EXPECTANCIES (Plan Section 6.5(f)) for minimum distributions
         required pursuant to Code Section 401(a)(9) shall ...

         a.  [X]  be recalculated at the Participant's election.

         b.  [ ]  be recalculated.

         c.  [ ]  not be recalculated.



E13      CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION Distributions upon
         termination of employment pursuant to Section 6.4(a) of the Plan shall
         not be made unless the following conditions have been satisfied:

         a.  [ ]  N/A.  Immediate distributions may be made at Participant's
                  election.

         b.  [ ]  The Participant has incurred _____ 1-Year Break(s) in Service.

         c.  [ ]  The Participant has reached his or her Early or Normal
                  Retirement Age.

         d.  [ ]  Distributions may be made at the Participant's election on or
                  after the Anniversary Date following termination of
                  employment.

                                      -16-

<PAGE>   130


         e.  [X]  Other    45 DAYS FOLLOWING TERMINATION OF EMPLOYMENT
                        -------------------------------------------------


E14      FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)  Distributions under
         the Plan may be made...

         a.       1. [ ]   in lump sums.

                  2. [X]   in lump sums or installments.

         b.       AND, pursuant to Plan Sections 6.13,

                  1. [X]   no annuities are allowed (avoids Joint and Survivor
                           rules).

                  2. [ ]   annuities are allowed (Plan Section 6.13 shall not
                           apply).

         NOTE: b.1. above may not be elected if this is an amendment to a plan
         which permitted annuities as a form of distribution or if this Plan has
         accepted a plan to plan transfer of assets from a plan which permitted
         annuities as a form of distribution.

         c.       AND may be made in ...

                  1. [X]   chase only (except for insurance or annuity
                           contracts).

                  2. [ ]   cash or property.



TOP HEAVY REQUIREMENTS

F1       TOP HEAVY DUPLICATIONS (Plan Section 4.3(i)): When a Non-Key Employee
         is a Participant in this Plan and a Defined Benefit Plan maintained by
         the Employer, indicate which method shall be utilized to avoid
         duplication of top heavy minimum benefits.

         a.  [X]  The Employer does not maintain a Defined Benefit Plan.

         b.  [ ]  A minimum, non-integrated contribution of 5% of each Non-Key
                  Employee's total Compensation shall be provided in this Plan,
                  as specified in Section 4.3(i). The defined Benefit and
                  Defined Contribution Fractions will be computed using 100% if
                  this choice is selected.)

         c.  [ ]  A minimum, non-integrated contribution of 7 1/2% of each
                  Non-Key Employee's total Compensation shall be provided in
                  this Plan, as specified in Section 4.3(i). (If this choice is
                  selected, the Defined Benefit and Defined Contribution
                  Fractions will be computed using 125% for all Plan Years in
                  which the Plan is Top Heavy, but not Super Top Heavy.)

         d.  [ ]  Specify the method under which the Plan will provide top heavy
                  minimum benefits for Non-Key Employees that will preclude
                  Employer discretion and avoid inadvertent omissions, including
                  any adjustments required under Code Section 415(e).



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

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

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

                                      -17-

<PAGE>   131


F2       PRESENT VALUE OF ACCRUED BENEFIT (Plan Section 2.2) for Top Heavy
         purposes where the Employer maintains a Defined Benefit Plan in
         addition to this Plan, shall be based on ...

         a.  [X]  N/A.  The Employer does not maintain a defined benefit plan.

         b.  [ ]  Interest Rate:  ______________________________

                  Mortality Table:  ____________________________



F3       TOP HEAVY DUPLICATIONS: Employer maintaining two (2) or more Defined
         Contribution Plans:

         a.  [X]  N/A/

         b.  [ ]  A minimum, non-integrated contribution of 3% of each Non-Key
                  Employee's total Compensation shall be provided in the Money
                  Purchase Plan (or other plan subject to Code Section 412),
                  where the Employer maintains two (2) or more non-paired
                  Defined Contribution Plans.

         c.  [ ]  Specify the method under which the Plans will provide top
                  heavy minimum benefits for Non-Key Employees that will
                  preclude Employer discretion and avoid inadvertent omissions,
                  including any adjustments required under Code Section 415(e).



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

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

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



MISCELLANEOUS



G1       LOANS TO PARTICIPANTS (Plan Section 7.4)

         a.  [X]  Yes, loans may be made up to $50,000 or 1/2 Vested interest.

         b.  [ ]  No, loans may not be made.



         If YES, (check all that apply) ...

         c.  [X]  loans shall be treated as a Directed Investment.

         d.  [ ]  loans shall only be made for hardship or financial necessity.

         e.  [X]  the minimum loan shall be $1,000.

         f.  [ ]  $10,000 de minimis loans may be made regardless of Vested
                  interest. (If selected, Plan may need security in addition to
                  Vested interest.)

         NOTE: Department of Labor Regulations require the adoption of a
         separate written loan program setting forth the requirements outlined
         in Plan Section 7.4.

                                      -18-

<PAGE>   132


G2       DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.8) are permitted for the
         interest in any one or more accounts.

         a.  [X]  Yes, regardless of the Participant's Vested interest in the
                  Plan.

         b.  [ ]  Yes, but only with respect to the Participant's Vested
                  interest in the Plan.

         c.  [ ]  Yes, but only with respect to those accounts which are 100%
                  Vested.

         d.  [ ]  No directed investments are permitted.



G3       TRANSFERS FROM QUALIFIED PLANS (Plan Section 4.6)

         a.  [X]  Yes, transfers from qualified plans (and rollovers) will be
                  allowed.

         b.  [ ]  No, transfers from qualified plans (and rollovers) will not be
                  allowed.



         AND, transfers shall be permitted ...



         c.  [X]  from any Employee, even if not a Participant.

         d.  [ ]  from Participants only.



G4       EMPLOYEES' VOLUNTARY CONTRIBUTIONS  (Plan Section 4.7)

         a.  [ ]  Yes, Voluntary Contributions are allowed subject to the limits
                  of Section 4.10.

         b.  [X]  No, Voluntary Contributions will not be allowed.

         NOTE:  TRA '86 subjects voluntary contributions to strict
         discrimination rules.



G5       HARDSHIP DISTRIBUTIONS (Plan Section 6.11 and 11.8)

         a.  [ ]  Yes, from any accounts which are 100% Vested.

         b.  [X]  Yes, from Participant's Elective Account only.

         c.  [ ]  Yes, but limited to the participant's Account only.

         d.  [ ]  No.



         NOTE: Distributions from a Participant's Elective Account are limited
         to the portion of such account attributable to such Participant's
         Deferred Compensation and earnings attributable thereto up to December
         31, 1988. Also hardship distributions are not permitted from a
         Participant's Qualified Non-Elective Account.



                                      -19-

<PAGE>   133


G6       PRE-RETIREMENT DISTRIBUTION (Plan Section 6.10)

         a.  [X]  If a Participant has reached the age of _______, distributions
                  may be made, at the Participant's election, from any accounts
                  which are 100% Vested without requiring the Participant to
                  terminate employment.

         b.  [ ]  No pre-retirement distribution may be made.

         NOTE: Distributions from a Participant's Elective Account and Qualified
         Non-Elective Account are not permitted prior to age 59 1/2.



G7       LIFE INSURANCE (Plan Section 7.2(d)) may be purchased with Plan
         contributions.

         a.  [X]  No life insurance may be purchased.

         b.  [ ]  Yes, at the option of the Administrator.

         c.  [ ]  Yes, at the option of the Participant.

         AND, the purchase of initial or additional life insurance shall be
         subject to the following limitations: (select all that apply)

         d.  [ ]  N/A, no limitations.

         e.  [ ]  each initial Contract shall have a minimum face amount of
                  $____________.

         f.  [ ]  each additional Contract shall have a minimum face amount of
                  $______________.

         g.  [ ]  the Participant ahs completed _____ Years of Service.

         h.  [ ]  the participant has completed _____ Years of Service while a
                  Participant in the Plan.

         i.  [ ]  the Participant is under age _____ on the Contract issue date.

         j.  [ ]  the maximum amount of all Contracts on behalf of a Participant
                  shall not exceed $______.

         k.  [ ]  the maximum face amount of life insurance shall be $________.




                                      -20-


<PAGE>   134






The adopting Employer may not rely on a notification letter issued by the Key
District Office of the Internal Revenue Service as evidence that the plan is
qualified under Code Section 401. In order to obtain reliance with respect to
plan qualification, the Employer must apply to the appropriate Key District
Office for a determination letter.


The Adoption Agreement may be used only in conjunction with basic Plan document
#01. This Adoption Agreement and the basic Plan document shall together be known
as The Angell Pension Group, Inc. Regional Prototype Non-Standardized 401(k)
Profit Sharing Plan and Trust #01-005.


The adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax and
legal advisors.


The Angell Pension Group, Inc. will notify the Employer of any amendments made
to the Plan or of the discontinuance or abandonment of the Plan provided this
Plan has been acknowledged by The Angell Pension Group, Inc. or its authorized
representative. Furthermore, in order to be eligible to receive such
notification, we agree to notify The Angell Pension Group, Inc. of any change in
address.



                                      -21-

<PAGE>   135





         IN WITNESS WHEREOF, the Employer and Trustee(s) hereby cause this Plan
to be executed on this 14th day of October, 1998. Furthermore, this Plan may not
be used unless acknowledged by The Angell Pension Group, Inc.
or its authorized representative.


EPRISE CORPORATION



By:  /s/ Milton Alpern
     Vice President of Finance


/s/ Milton Alpern
MILTON ALPERN, TRUSTEE



/s/ J.A. Forgione
JOSEPH FORGIONE, TRUSTEE









This Plan may not be used, and shall not be deemed to be a Prototype Plan,
unless an authorized representative of The Angell Pension Group, Inc. has
acknowledged the use of the Plan. Such acknowledgment is for administerial
purposes only. It acknowledges that the Employer is using the Plan but does not
represent that this Plan, including the choices selected on the Adoption
Agreement, has been reviewed by a representative of the sponsor or constitutes a
qualified retirement plan.



The Angell Pension Group, Inc.




By:  /s/ Peter L. Karlsa


                                      -22-

<PAGE>   136



                                AMENDMENT TO THE

                   EPRISE CORPORATION RETIREMENT SAVINGS PLAN



         WHEREAS, Eprise Corporation (the "Employer") adopted the Eprise
Corporation Retirement Savings Plan (the "Plan") for the benefit of its
employees, originally effective January 1, 1995; and

         WHEREAS, the Plan was thereafter amended form time to time; and

         WHEREAS, the Employer wishes to further amend the Plan;

         NOW, THEREFORE, pursuant to the power reserved to the Employer in
Article Eight of the Plan, the Plan is hereby amended as follows, effective
January 1, 1999:

         FIRST: Item E3 of the Adoption Agreement is amended to read as follows:

E3       FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION  (Plan Section
         11.1(b))

         a.  [ ]  N/A.  There shall be no matching contributions.

         b.  [ ]  The Employer shall make matching contributions equal to ____%
                  (e.g. 50%) of the Participant's salary reductions.

         c.  [X]  The Employer may make matching contributions equal to a
                  discretionary percentage, to be determined by the Employer, of
                  the Participant's salary reductions.

         d.  [ ]  The Employer shall make matching contributions equal to the
                  sum of ____ % of the portion of the Participant's salary
                  reduction which does not exceed ____% of the Participant's
                  Compensation plus ____ % of the portion of the Participant's
                  salary reduction which exceeds ____% of the Participant's
                  Compensation, but does not exceed ____% of the Participant's
                  Compensation.

         e.  [ ]  The Employer shall make matching contributions equal to the
                  percentage determined under the following schedule:

                  PARTICIPANT'S TOTAL       MATCHING
                  YEARS OF SERVICE          PERCENTAGE
                  -------------------       -----------------

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

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


<PAGE>   137


         SECOND: Item E7 of the Adoption Agreement is amended to read as
follows:

E7       ALLOCATIONS TO ACTIVE PARTICIPANTS (Plan Section 4.3) With respect to
         Plan Years beginning after 1989, a Participant ...

         a.  [X]  shall (Plan may become discriminatory)

         b.  [ ]  shall not

         be required to complete a Year of Service in order to share in any
         Non-Elective Contributions (other than matching contributions) or
         Qualified Non-Elective Contributions. For Plan Years beginning before
         1990, the Plan provides that a Participant must complete a Year of
         Service to share in the allocations.



E8       ALLOCATIONS TO TERMINATED PARTICIPANTS (Plan Section 4.3(k)) Any
         Participant who terminated employment during the Plan Year (i.e. not
         actively employed on the last day of the Plan Year) for reasons other
         than death, Total and Permanent Disability or retirement:

         a.       With respect to Employer Non-Elective Contributions (other
                  than matching), Qualified Non-Elective Contributions, and
                  Forfeitures:

                  1.       For Plan Years beginning after 1989,

                           i.   [ ] N/A, Plan does not provide for such
                                    contributions.

                           ii.  [ ] shall share in the allocations provided such
                                    Participant completed more than 500 Hours of
                                    Service.

                           iii. [ ] shall share in such allocations provided
                                    such Participant completed a Year of
                                    Service.

                           iv.  [X] shall not share in such allocations,
                                    regardless of Hours of Service.

                  2.       For Plan Years beginning before 1990,

                           i.   [X] N/A, new Plan or same as for Plan Years
                                    beginning after 1989.

                           ii.  [ ] shall share in such allocations provided
                                    such participant completed a Year of
                                    Service.

                           iii. [ ] shall not share in such allocations,
                                    regardless of Hours of Service.

         NOTE: If a.1.iii or iv is selected, the Plan could violate minimum
         participation and coverage requirements under Code Sections 401(a)(26)
         and 410.



         b.       With respect to the allocation of Employer Matching
                  contributions, a Participant:

                  1.       For Plan Years beginning after 1989,

                           i.   [ ] N/A, Plan does not provide for matching
                                    contributions.

                           ii.  [ ] shall share in the allocations, regardless
                                    of Hours of Service.

                           iii. [ ] shall share in the allocations provided such
                                    Participant completed more than 500 Hours of
                                    Service.


<PAGE>   138


                           iv.  [ ] shall share in such allocations provided
                                    such participant completed a Year of
                                    Service.

                           v.   [X] shall not share in such allocations,
                                    regardless of Hours of Service.

                  2.       For Plan Years beginning before 1990,

                           i.   [X] N/A, new Plan, or same as years beginning
                                    after 1989.

                           ii.  [ ] shall share in the allocations, regardless
                                    of Hours of Service.

                           iii. [ ] shall share in such allocations provided
                                    such Participant completed a Year of
                                    Service.

                           iv.  [ ] shall not share in such allocations,
                                    regardless of Hours of Service.

         NOTE: If b.1.iv or v is selected, the Plan could violate minimum
         participation and coverage requirements under Code Section 401(a)(26)
         and 410.



         IN WITNESS WHEREOF, the Employer, but its duly authorized officer, has
caused this Amendment to be executed this 14th day of October, 1998.


EPRISE CORPORATION





By: /s/ Milton Alpern
         Milton A. Alpern
         Vice President of Finance





<PAGE>   139





                   EPRISE CORPORATION RETIREMENT SAVINGS PLAN

                        SUMMARY OF MATERIAL MODIFICATIONS


The Eprise Corporation Retirement Savings Plan (referred to as the "Plan") has
recently been amended. Effective January 1, 1999, the formula for determining
the Company's match contribution has been revised. The amount of the Company's
match contributions will now be a discretionary percentage to be determined each
year, rather than 50% of your salary deferrals up to a maximum of 5% of your
compensation. In addition, you will now need to complete a Year of Service
(1,000 hours) and be employed on the last day of the Plan Year (December 31) to
share in any discretionary profit sharing contribution the Company may make.


You should keep this notice with your copy of the Summary Plan Description.


October 14, 1998                              /s/ Milton Alpern
Date                                          Plan Administrator



Plan Name:                            Eprise Corporation Retirement Savings Plan

Plan Number                           001

Plan Sponsor:                         Eprise Corporation
                                      1671 Worcester Road
                                      Framingham, MA  01701
                                      04-3179480
                                      (508) 872-0200

Trustee:                              Milton Alpern, Joseph Forgione

Plan Administrator:                   Plan Sponsor

Effective Date
of Amendment:                         January 1, 1999