401(k) Plan Document


                                             The PruArray Prototype Plan and
                                             Trust and IRS Opinion Letters

                                             PruArray 401(k)Plan

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401(k) Plan Document

THIS  DOCUMENT  IS  COPYRIGHTED  UNDER  THE  LAWS  OF THE  UNITED  STATES.  USE,
DUPLICATION  OR  REPRODUCTION,   INCLUDING  THE  USE  OF  ELECTRONIC  MEANS,  IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

CONTENTS

Paragraph                                 Page
ARTICLE I --DEFINITIONS

1.1  Actual Deferral Percentage               1
1.2  Adoption  Agreement                      1
1.3  Aggregate Limit                          1
1.4  Annual  Additions                        1
1.5  Annuity  Starting  Date                  1
1.6  ApplicableCalendar  Year                 1
1.7  Applicable  Life  Expectancy             2
1.8  Average   Contribution Percentage (ACP)  2
1.9  Average Deferral Percentage (ADP)        2
1.1  Break In Service                         2
1.11  Code                                    2
1.12  Compensation                            2
1.13  Contribution  Percentage                3
1.14  Defined Benefitn Plan                   3
1.15  Defined  Benefit (Plan)  Fraction       4
1.16  Defined  Contribution  Dollar Limitation 4
1.17  Defined  Contribution  Plan             4
1.18  Defined  Contribution  (Plan)Fraction   4
1.19  Designated  Beneficiary                 5
1.20  Disability                              5
1.21  Distribution Calendar Year              5
1.22  Early  Retirement  Age                  5
1.23  Earned  Income                          5
1.24  Effective Date                          5
1.25  Election Period                         5
1.26  Elective Deferral                       5
1.27  Eligible  Participant                   6
1.28  Employee                                6
1.29  Employer                                6
1.30  Entry   Date                            6
1.31  Excess   Aggregate Contributions        6
1.32  Excess  Amount                          6
1.33  Excess  Contribution                    6
1.34  Excess Elective Deferrals               6
1.35  Family Member                           7
1.36  First  Distribution Calendar Year       7
1.37  Fund                                    7
1.38  Hardship                                7
1.39  Highest  Average   Compensation         7
1.40  Highly Compensated  Employee            7
1.41  Hour  Of  Service                       7
1.42  Key  Employee                           9
1.43  Leased Employee                         9
1.44  Limitation  Year                        9
1.45  Master Or Prototype  Plan               9
1.46  Matching Contribution                   9
1.47  Maximum  Permissible  Amount            9
1.48  Net  Profit                             9
1.49  Normal Retirement Age                   9
1.50  Owner-Employee                         10
1.51  Paired Plans                           10
1.52  Participant                            10
1.53  Participant's  Benefit                 10
1.54  Permissive  Aggregation  Group         10
1.55  Plan                                   10
1.56  Plan  Administrator                    10
1.57  Year                                   10
1.58  Present Value                          10
1.59  Projected Annual Benefit               10
1.60  Qualified  Deferred  Compensation Plan 10
1.61  Qualified  Domestic Relations Order    11
1.62  Qualified Early Retirement Age         11
1.63  Qualified Joint And Survivor  Annuity  11
1.64  Qualified   Matching  Contribution     11
1.65  Qualified Non-Elective   Contributions 11
1.66  Qualified   Voluntary   Contribution   11
1.67  Required  Aggregation  Group           11
1.68  Required  Beginning Date               11
1.69  Rollover Contribution                  11
1.70  Salary Savings Agreement               12
1.71  Self-Employed  Individual              12
1.72  Service                                12
1.73  Service Company                        12
1.74  Shareholder Employee                   12
1.75  Simplified Employee  Pension  Plan     12
1.76  Sponsor                                12
1.77  Spouse  (Surviving  Spouse)            12
1.78  Super Top-Heavy Plan                   12
1.79  Taxable Wage Base                      12
1.80  Top-Heavy Determination Date           12
1.81  Top-Heavy  Plan                        12
1.82  Top-Heavy  Ratio                       12
1.83  Top-Paid  Group                        13
1.84  Transfer  Contribution                 14
1.85  Trustee                                14
1.86  Valuation  Date                        14
1.87  Vested Account Balance                 14
1.88  Voluntary  Contribution                14
1.89  Welfare  Benefit Fund                  14
1.90  Year Of Service                        14

ARTICLE II --ELIGIBILITY REQUIREMENTS

2.1 Participation                           14
2.2 Change In Classification Of Employment  15
2.3 Computation Period                      15
2.4 Employment Rights                       15
2.5 Service With Controlled Groups          15
2.6 Owner-Employees                         15
2.7 Leased Employees                        16
2.8 Omission Of Eligible Employee           16
2.9 Inclusion Of Ineligible Employee        16

ARTICLE III --EMPLOYER CONTRIBUTIONS

3.1 Amount                                  16
3.2 Expenses And Fees                       16
3.3 Responsibility For Contributions        16
3.4 Return Of Contributions                 16
3.5 Form Of Contribution                    17

ARTICLE IV --EMPLOYEE CONTRIBUTIONS

4.1 Voluntary Contributions                 17
4.2 Qualified Voluntary Contributions       17
4.3 Rollover Contribution                   17
4.4 Transfer Contribution                   18
4.5 Employer Approval Of Transfer Contributions  18
4.6 Elective Deferrals                      18
4.7 Direct Rollover Of Benefits             19

ARTICLE V --PARTICIPANT ACCOUNTS

5.1 Separate Accounts                         19
5.2 Adjustments To Participant Accounts       19
5.3 Allocating Employer Contributions         19
5.4 Allocating Investment Earnings And Losses 20
5.5 Participant Statements                    21

ARTICLE VI --RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1 Normal Retirement Benefits              21
6.2 Early Retirement Benefits               21
6.3 Benefits On Termination Of Employment   21
6.4 Restrictions On Immediate Distributions 22
6.5 Normal Form Of Payment                  23
6.6 Commencement Of Benefits                23
6.7 Claims Procedures                       23
6.8 In-Service Withdrawals                  24
6.9 Hardship Withdrawal                     24
6.10 Order Of Withdrawals                   25

ARTICLE VII --DISTRIBUTION REQUIREMENTS

7.1 Joint And Survivor Annuity Requirements 25
7.2 Minimum Distribution Requirements       26
7.3 Limits On Distribution Periods          26
7.4 Required Distributions On Or After The Required Beginning Date 26
7.5 Required Beginning Date                 27
7.6 Transitional Rule                       27
7.7 Designation Of Beneficiary For Death Benefit 28
7.8 Nonexistence Of Beneficiary             28
7.9 Distribution Beginning Before Death     28
7.10 Distribution Beginning After Death     28
7.11 Distribution Of Excess Elective Deferrals   29
7.12 Distributions of Excess Contributions  29
7.13 Distribution Of Excess Aggregate Contributions    30

ARTICLE VIII --JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1 Applicability Of Provisions             30
8.2 Payment Of Qualified Joint And Survivor Annuity    30
8.3 Payment Of Qualified Pre-Retirement Survivor Annuity     31
8.4 Qualified Election                      31
8.5 Notice Requirements For Qualified Joint And Survivor Annuity   31
8.6 Notice  Requirements  For  Qualified   Pre-Retirement   Survivor  Annuity 31
8.7 Special   Safe-Harbor   Exception   For  Certain   Profit-Sharing   Plans 32
8.8 Transitional  Joint And  Survivor  Annuity  Rules 32
8.9 Automatic  Joint And Survivor Annuity And Early Survivor Annuity 32
8.10 Annuity Contracts 33

ARTICLE IX --VESTING

9.1 Employee Contributions                  33
9.2 Employer Contributions                  33
9.3 Computation Period                      33
9.4 Requalification Prior To Five Consecutive One-Year Breaks In Service 33
9.5 Requalification After Five Consecutive One-Year Breaks In Service    33
9.6 Calculating Vested Interest             34
9.7 Forfeitures                             34
9.8 Amendment Of Vesting Schedule           34
9.9 Service With Controlled Groups          34

ARTICLE X --LIMITATIONS ON ALLOCATIONS AND ANTIDISCRIMINATION TESTING

10.1 Participation In This Plan Only        35
10.2 Disposition Of Excess Annual Additions 35
10.3 Participation In This Plan And Another Qualified Master and Prototype
     Defined Contribution Plan, Welfare Benefit Fund, Individual Medical Account
     Or Simplified Employee Pension Plan Maintained By The Employer 35
10.4 Disposition Of Excess Annual Additions Under Two Plans  36
10.5 Participation In This Plan And Another Defined Contribution Plan Which Is
     Not A Qualified Master Or Prototype Plan    36
10.6 Participation  In This  Plan  And A  Defined  Benefit  Plan  36
10.7 Average Deferral  Percentage (ADP) Test 36
10.8 Special  Rules Relating To Application Of ADP Test 37
10.9 Average Contribution Percentage (ACP) Test 37
10.10 Special Rules Relating To Application Of ACP Test 38

ARTICLE XI --ADMINISTRATION

11.1 Plan Administrator                     39
11.2 Trustee                                39
11.3 Administrative Fees And Expenses       40
11.4 Duties And Indemnification             40
11.5 Special Provisions Concerning The Service Company 41

ARTICLE XII --TRUST FUND

12.1 The Fund                               41
12.2 Control Of Plan Assets                 41
12.3 Exclusive Benefit Rules                41
12.4 Assignment And Alienation Of Benefits  41
12.5 Determination Of Qualified Domestic Relations Order (QDRO)    42

ARTICLE XIII --INVESTMENTS

13.1 Fiduciary Standards                    43
13.2 No Investment Discretion               43
13.3 Investment Directions                  43
13.4 Permitted Investments                  43
13.5 Shareholder Rights                     44
13.6 Liquidation Of Assets                  44
13.7 Arbitration                            44
13.8 Participant Loans                      45
13.9 Insurance Policies                     46

ARTICLE XIV --TOP-HEAVY PROVISIONS

14.1 Applicability Of Rules                 47
14.2 Minimum Contribution                   47
14.3 Minimum Vesting                        48
14.4 Limitations On Allocations             48

ARTICLE XV --AMENDMENT AND TERMINATION

15.1 Amendment By Sponsor                   48
15.2 Amendment By Employer                  48
15.3 Termination                            48
15.4 Qualification Of Employer's Plan       49
15.5 Mergers And Consolidations             49
15.6 Resignation And Removal                49
15.7 Qualification Of Prototype             49

ARTICLE XVI --GOVERNING LAW

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ARTICLE I --       DEFINITIONS

1.1   Actual Deferral Percentage

The  ratio  (expressed  as a  percentage  and  calculated  separately  for  each
Participant) of:

(a)the amount of Employer  contributions  [as  defined at (c) and (d)]  actually
   paid over to the Fund on behalf of such Participant for the Plan Year to

(b)the  Participant's   Compensation  for  such  Plan  Year.  (Unless  otherwise
   specified  by the  Employer  in the  Adoption  Agreement,  Compensation  will
   include all amounts  earned from the Employer  and  actually  paid during the
   Plan Year).

Employer contributions on behalf of any Participant shall include:

(c)any Elective Deferrals made pursuant to the Participant's  deferral election,
   including Excess Elective  Deferrals,  but excluding  Elective Deferrals that
   are either taken into account in the  Contribution  Percentage test (provided
   the ADP test is satisfied  both with and without  exclusion of these Elective
   Deferrals) or are returned as excess Annual Additions; and

(d)at the election of the Employer,  Qualified  Non-Elective  Contributions  and
   Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages,  an Employee who would be
a Participant but for the failure to make Elective Deferrals shall be treated as
a Participant on whose behalf no Elective Deferrals are made.

1.2   Adoption Agreement

The  document  attached to this Plan by which an Employer  elects to establish a
qualified  retirement  plan and trust under the terms of this Prototype Plan and
Trust.

1.3   Aggregate Limit The sum of:

(a)125  percent  of the  greater  of  the  ADP  of  the  Non-Highly  Compensated
   Employees  for the Plan Year or the ACP of Non-Highly  Compensated  Employees
   under the Plan  subject to Code  Section  401(m) for the Plan Year  beginning
   with or within the Plan Year of the cash or deferred arrangement as described
   in Code Section 401(k) or Code Section 402(h)(1)(B), and

(b)   the lesser of 200% or 2% plus the lesser of such ADP or ACP.

Alternatively, the aggregate limit can be determined by substituting "the lesser
of 200% or 2 percent plus" for "125% of" in (a) above,  and  substituting  "125%
of" for "the lesser of 200% or 2% plus" in (b) above.

1.4   Annual Additions

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

(a)   Employer Contributions;

(b)   Employee Contributions (under Article IV);

(c)   Forfeitures;

(d)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 (these amounts are treated as Annual  Additions to
   a Defined Contribution Plan, though they arise under a Defined Benefit Plan);
   and

(e)Amounts  derived from  contributions  paid or accrued  after 1985, in taxable
   years ending after 1985,  which are either  attributable  to  post-retirement
   medical benefits allocated to the account of a Key Employee,  or to a Welfare
   Benefit Fund maintained by the Employer, are also treated as Annual Additions
   to a Defined  Contribution Plan. For purposes of this paragraph,  an Employee
   is a Key Employee if he or she meets the  requirements  of paragraph  1.43 at
   any time during the Plan Year or any  preceding  Plan Year.  Welfare  Benefit
   Fund is defined at paragraph 1.89.

(f)   Allocations under a Simplified Employee Pension Plan.

Excess amounts  applied in a Limitation  Year to reduce  Employer  contributions
will be considered  Annual Additions for such Limitation  Year,  pursuant to the
provisions of Article X.

1.5   Annuity Starting Date

The first day of the first  period  for which an amount is paid as an annuity or
in any other form.

1.6   Applicable Calendar Year

The First  Distribution  Calendar Year, and in the event of the recalculation of
life  expectancy,  such  succeeding  calendar  year.  If  payments  commence  in
accordance  with  paragraph  7.4(e)  before the  Required  Beginning  Date,  the
Applicable Calendar Year is the year such payments commence.  If distribution is
in the form of an immediate annuity purchased after the Participant's death with
the Participant's  remaining interest,  the Applicable Calendar Year is the year
of purchase.

1.7   Applicable Life Expectancy

Used in determining the required minimum  distribution.  The life expectancy (or
joint and last  survivor  expectancy)  calculated  using the attained age of the
Participant (or Designated  Beneficiary) as of the  Participant's (or Designated
Beneficiary's)  birthday in the Applicable Calendar Year reduced by one for each
calendar  year  which  has  elapsed  since the date  life  expectancy  was first
calculated.  If life  expectancy  is being  recalculated,  the  Applicable  Life
Expectancy shall be the life expectancy as so recalculated.  The life expectancy
of a non-Spouse Beneficiary may not be recalculated.

1.8   Average Contribution Percentage (ACP)

The average of the Contribution Percentages for each Highly Compensated Employee
and for each Non-Highly Compensated Employee.

1.9   Average Deferral Percentage (ADP)

The  average of the Actual  Deferral  Percentages  for each  Highly  Compensated
Employee and for each Non-Highly Compensated Employee.

1.10  Break In Service

If the Hour  counting  method has been chosen by the  Employer  in the  Adoption
Agreement,  a Break in Service is a 12-consecutive  month period during which an
Employee  fails to complete more than 500 Hours of Service.  If the Elapsed Time
method has been chosen by the  Employer in the  Adoption  Agreement,  a Break in
Service is a period of severance of at least 12 consecutive months.

1.11  Code

The Internal Revenue Code of 1986, including any amendments.

1.12  Compensation

Unless  otherwise   specified  by  the  Employer  in  the  Adoption   Agreement,
Compensation  shall  include all amounts  earned from the  Employer and actually
paid during the Plan Year.

(a)Code  Section  3401(a)  Wages.  Compensation  is defined as wages  within the
   meaning of Code  Section  3401(a)  for the  purposes  of  Federal  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)].

(b)Code Section 415  Compensation.  For purposes of applying the  limitations of
   Article X and Top-Heavy  minimums,  the definition of  Compensation  shall be
   Code Section 415  Compensation  defined as follows:  a  Participant's  Earned
   Income, 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 nonaccountable  plan (as
   described in Regulation 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 or any distributions from a plan of deferred compensation,

(2)   Amounts  realized from the exercise of a  non-qualified  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  described  in Code  Section  403(b)
      (whether or not the amounts are actually excludaible from the gross income
      of the Employee).

For  purposes of  applying  the  limitations  of Article X,  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  Code  Section  22(e)(3)]  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 [as defined in Code Section 414(q)] and contributions made
on behalf of such Participant are nonforfeitable when made.

If the  Employer  fails  to  pick  the  determination  period  in  the  Adoption
Agreement,  the Plan  Year  shall be used.  Unless  otherwise  specified  by the
Employer in the Adoption Agreement, Compensation shall be determined as provided
in  Code  Section   3401(a)  (as  defined  in  this   paragraph   1.12(a)).   In
nonstandardized  Adoption Agreement 002, the Employer may choose to eliminate or
exclude  categories of Compensation  which do not violate the provisions of Code
Sections  401(a)(4),  414(s) the  regulations  thereunder and Revenue  Procedure
89-65.

Beginning  with 1989 Plan Years,  the annual  Compensation  of each  Participant
which may be taken into account for determining all benefits  provided under the
Plan  (including  benefits under Article XIV) for any Plan Year shall not exceed
$200,000,  as adjusted under Code Section 415(d). For Plan Years beginning on or
after January 1, 1994, the annual  Compensation of each  Participant  taken into
account for determining  all benefits  provided under the Plan for any Plan Year
shall not exceed $150,000,  as adjusted for increases in the  cost-of-living  in
accordance with Code Section 401(a)(17). The cost-of-living adjustment in effect
for a  calendar  year  applies to any  determination  period  beginning  in such
calendar year.

In  determining  the   Compensation  of  a  Participant  for  purposes  of  this
limitation,  the rules of Code Section 414(q)(6) shall apply, except in applying
such rules,  the term "family" shall include only the spouse of the  Participant
and any lineal  descendants  of the  Participant  who have not  attained  age 19
before  the end of the Plan  Year.  If, as a result of the  application  of such
rules the adjusted annual Compensation  limitation is exceeded, then (except for
purposes of determining the portion of Compensation up to the integration  level
if this Plan provides for permitted disparity), 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.

If a Plan has a Plan Year that contains fewer than 12 Calendar Months,  then the
annual  compensation  limit for that  period is an  amount  equal to the  annual
Compensation as adjusted for the calendar year in which the compensation  period
begins,  multiplied  by a fraction the  numerator of which is the number of full
months in the short determination  period and the denominator of which is 12. If
compensation  for any prior plan year is taken into  account in  determining  an
employee's  contributions or benefits for the current year, the compensation for
such prior year is subject to the applicable annual compensation limit in effect
for that prior year.  For this purpose,  for years  beginning  before January 1,
1990, the applicable annual compensation limit is $200,000.

Compensation  shall not include deferred  compensation  other than contributions
through a salary  reduction  agreement  to a cash or  deferred  plan  under Code
Section  401(k),   a  Simplified   Employee  Pension  Plan  under  Code  Section
402(h)(1)(B),  a cafeteria plan under Code Section 125 or a tax-deferred annuity
under Code  Section  403(b).  Unless  elected  otherwise  by the Employer in the
Adoption  Agreement,  these deferred  amounts will be considered as Compensation
for Plan purposes.  These deferred  amounts are not counted as Compensation  for
purposes  of  Articles  X and XIV  except  for Code  Sections  401(k) and 401(m)
testing. When applicable to a Self-Employed Individual,  Compensation shall mean
Earned Income.

1.13  Contribution Percentage

The  ratio  (expressed  as a  percentage  and  calculated  separately  for  each
Participant) of:

(a)   the Participant's Contribution Percentage Amounts [as defined at (c)-(f)]
      for the Plan Year, to

(b)the   Participant's   Compensation  for  such  Plan  Year.  Unless  otherwise
   specified  by the  Employer  in the  Adoption  Agreement,  Compensation  will
   include all amounts  earned from the Employer  and  actually  paid during the
   Plan Year.

Contribution Percentage Amounts on behalf of any Participant shall include:

(c)the amount of Employee Voluntary Contributions,  Matching Contributions,  and
   Qualified  Matching  Contributions  (to the extent not taken into account for
   purposes  of the ADP test) made  under the Plan on behalf of the  Participant
   for the Plan Year,

(d)forfeitures  of Excess  Aggregate  Contributions  or  Matching  Contributions
   allocated to the  Participant's  account which shall be taken into account in
   the year in which such forfeiture is allocated,

(e)   at the election of the Employer, Qualified Non-Elective Contributions, and

(f)the  Employer  also may elect to use Elective  Deferrals in the  Contribution
   Percentage  Amounts  so long  as the ADP  test  is met  before  the  Elective
   Deferrals  are used in the ACP test and  continues  to be met  following  the
   exclusion of those Elective Deferrals that are used to meet the ACP test.

Contribution  Percentage  Amounts  shall  not  include  Matching  Contributions,
whether or not Qualified,  that are forfeited either to correct Excess Aggregate
Contributions,  or because  the  contributions  to which they  relate are Excess
Deferrals, Excess Contributions, or Excess Aggregate Contributions.

1.14  Defined Benefit Plan

A Plan under which a Participant's  benefit is determined by a formula contained
in the Plan and no individual accounts are maintained for Participants.

1.15  Defined Benefit (Plan) Fraction

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 the  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 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
close of the last  Limitation  Year  beginning  before  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 Section 415 for all Limitation  Years
beginning before 1987.

1.16  Defined Contribution Dollar Limitation

Thirty  thousand  dollars  ($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.

1.17  Defined Contribution Plan

A Plan under which  individual  accounts are maintained for each  Participant to
which all contributions, forfeitures, investment income and gains or losses, and
expenses are credited or deducted.  A  Participant's  benefit under such Plan is
based solely on the fair market value of his or her account balance.

1.18  Defined Contribution (Plan) Fraction

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  Employee  contributions to all Defined Benefit Plans,  whether or
not  terminated,   maintained  by  the  Employer,   and  the  Annual   Additions
attributable  to all Welfare  Benefit  Funds,  as defined in paragraph  1.89 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 the Limitation Year is the lesser
of 125 percent of the dollar  limitation  determined  under Code Sections 415(b)
and  (d)  in  effect  under  Code  Section  415(c)(1)(A)  or 35  percent  of the
Participant's Compensation for such year.

If the  Employee was a  Participant  as of the end of the first day of the first
Limitation Year beginning after 1986, in one or more Defined  Contribution Plans
maintained by the Employer which were in existence on May 6, 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 1987, and disregarding any changes in the
terms and  conditions of the Plan made after May 6, 1986,  but using the Section
415  limitation  applicable to the first  Limitation  Year beginning on or after
January 1, 1987. The Annual  Addition for any Limitation  Year beginning  before
1987 shall not be  re-computed  to treat all  Employee  Contributions  as Annual
Additions.

1.19  Designated Beneficiary

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

1.20  Disability

An illness or injury of a potentially  permanent nature,  expected to last for a
continuous period of not less than 12 months,  certified by a physician selected
by or satisfactory to the Employer, which prevents the Employee from engaging in
any occupation for wage or profit for which the Employee is reasonably fitted by
training, education or experience.

1.21  Distribution Calendar Year

A calendar year for which a minimum distribution is required.

1.22  Early Retirement Age

The age set by the  Employer in the Adoption  Agreement  (but not less than 55),
which is the earliest age at which a  Participant  may retire and receive his or
her benefits under the Plan.

1.23  Earned Income

Net earnings from self-employment in the trade or business with respect to which
the Plan is  established,  determined  without  regard to items not  included in
gross income and the deductions allocable to such items,  provided that personal
services of the individual are a material income-producing factor. Earned income
shall be reduced by contributions made by an Employer to a qualified plan to the
extent  deductible  under Code Section 404. For tax years  beginning after 1989,
net earnings shall be determined, taking into account the deduction for one-half
of  self-employment  taxes allowed to the Employer  under Code Section 164(f) to
the extent deductible.

1.24  Effective Date

The date on which  the  Employer's  retirement  plan or  amendment  to such plan
becomes effective.  Unless otherwise  specified in the Adoption  Agreement,  the
effective date shall be the first day of the Plan Year during which the Adoption
Agreement is executed by the Employer.  For amendments  reflecting statutory and
regulatory  changes post Tax Reform Act of 1986,  the Effective Date will be the
date upon which such amendment is first administratively applied.

1.25  Election Period

The  period  which  begins  on the  first  day of the  Plan  Year in  which  the
Participant attains age 35 and ends on the date of the Participant's death. If a
Participant  separates  from service  prior to the first day of the Plan Year in
which  age 35 is  attained,  the  Election  Period  shall  begin  on the date of
separation, with respect to the account balance as of the date of separation.

1.26  Elective Deferral

Employer  contributions made to the Plan at the election of the Participant,  in
lieu of cash Compensation.  Elective Deferrals shall also include  contributions
made pursuant to a Salary Savings Agreement or other deferral mechanism, such as
a cash option  contribution.  With respect to any taxable year, a  Participant's
Elective  Deferral is the sum of all  Employer  contributions  made on behalf of
such  Participant  pursuant to an election to defer under any qualified  cash or
deferred  arrangement  as  described  in Code  Section  401(k),  any  simplified
employee  pension  cash or deferred  arrangement  as  described  in Code Section
402(h)(1)(B),  any eligible  deferred  compensation plan under Code Section 457,
any  plan  as  described  under  Code  Section  501(c)(18),   and  any  Employer
contributions made on the behalf of a Participant for the purchase of an annuity
contract  under Code  Section  403(b)  pursuant to a Salary  Savings  Agreement.
Elective  Deferrals  shall not include any  deferrals  properly  distributed  as
Excess Annual Additions.

1.27  Eligible Participant

Any  Employee who is eligible to make a Voluntary  Contribution,  or an Elective
Deferral  (if  the  Employer  takes  such  contributions  into  account  in  the
calculation  of  the  Contribution   Percentage),   or  to  receive  a  Matching
Contribution (including forfeitures) or a Qualified Matching Contribution.  If a
Voluntary  Contribution  or Elective  Deferral  is  required  as a condition  of
participation  in the Plan,  any Employee who would be a Participant in the Plan
if such  Employee  made such a  contribution  shall be  treated  as an  Eligible
Participant  even though no Voluntary  Contributions  or Elective  Deferrals are
made.

1.28  Employee

Any person  employed by the Employer  (including  Self-Employed  Individuals and
partners),  all Employees of a member of an affiliated service group [as defined
in Code Section  414(m)],  Employees of a controlled  group of corporations  [as
defined  in  Code  Section  414(b)],   all  Employees  of  any  incorporated  or
unincorporated  trade or business  which is under common  control [as defined in
Code Section  414(c)],  leased Employees [as defined in Code Section 414(n)] and
any  Employee  required  to be  aggregated  by Code  Section  414(o).  All  such
Employees shall be treated as employed by a single Employer.

1.29  Employer

The Self-Employed  Individual,  partnership,  corporation or other  organization
which adopts this Plan, including any firm that succeeds the Employer and adopts
this Plan. For purposes of Article X, Limitations on Allocations, Employer shall
mean the Employer that adopts this Plan,  and all members of a controlled  group
of  corporations  [as defined in Code Section 414(b) as modified by Code Section
415(h)],  all  commonly  controlled  trades or  businesses  [as  defined in Code
Section 414(c) as modified by Code Section 415(h)] or affiliated  service groups
[as defined in Code Section  414(m)] of which the  adopting  Employer is a part,
and any other entity  required to be  aggregated  with the Employer  pursuant to
regulations under Code Section 414(o).

1.30  Entry Date

The date on which an Employee commences  participation in the Plan as determined
by the  Employer  in the  Adoption  Agreement.  Unless  the  Employer  specifies
otherwise in the Adoption  Agreement,  entry into the Plan shall be on the first
day of the Plan  Year or the  first  day of the  seventh  month of the Plan Year
coinciding with or following the date on which an Employee meets the eligibility
requirements.

1.31  Excess Aggregate Contributions

The excess, with respect to any Plan Year, of:

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

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

Such  determination  shall  be made  after  first  determining  Excess  Elective
Deferrals pursuant to paragraph 1.34 and then determining  Excess  Contributions
pursuant to paragraph 1.33.

1.32  Excess Amount

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

1.33  Excess Contribution

With respect to any Plan Year, the excess of:

(a)the aggregate  amount of Employer  contributions  actually taken into account
   in computing the ADP of Highly Compensated Employees for such Plan Year, over

(b)the  maximum  amount  of  such  contributions   permitted  by  the  ADP  test
   (determined by reducing  contributions  made on behalf of Highly  Compensated
   Employees  in  order  of  the  ADPs,  beginning  with  the  highest  of  such
   percentages).

1.34  Excess Elective Deferrals

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

1.35  Family Member

The Employee's  Spouse,  any lineal descendants and ascendants and the Spouse of
such lineal descendants and ascendants.

1.36  First Distribution Calendar Year

For  distributions   beginning  before  the   Participant's   death,  the  First
Distribution  Calendar  Year is the  calendar  year  immediately  preceding  the
calendar year which  contains the  Participant's  Required  Beginning  Date. For
distributions  beginning after the Participant's  death, the First  Distribution
Calendar Year is the calendar year in which  distributions are required to begin
pursuant to paragraph 7.10.

1.37  Fund

All contributions received by the Trustee under this Plan and Trust, investments
thereof and earnings and appreciation thereon.

1.38  Hardship

An immediate and heavy  financial need of the Employee where such Employee lacks
other available resources.

1.39  Highest Average Compensation

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 the Adoption Agreement.

1.40  Highly Compensated Employee

Any Employee who performs service for the Employer during the determination year
and who, during the immediate prior year:

(a)received  Compensation  from the  Employer in excess of $75,000 [as  adjusted
   pursuant to Code Section 415(d)]; or

(b)received  Compensation  from the  Employer in excess of $50,000 [as  adjusted
   pursuant to Code Section  415(d)] and was a member of the Top-Paid  Group for
   such year; or

(c)was an officer of the  Employer and  received  Compensation  during such year
   that is greater than 50 percent of the dollar limitation in effect under Code
   Section 415(b)(1)(A).

Notwithstanding  (a),  (b) and (c), an Employee  who was not Highly  Compensated
during the  preceding  Plan Year  shall not be  treated as a Highly  Compensated
Employee with respect to the current Plan Year, unless such Employee is a member
of the 100 Employees  paid the greatest  Compensation  during the year for which
such determination is being made.

(d)Employees  who are five percent (5%) Owners at any time during the  immediate
   prior year or determination year.

Highly  Compensated  Employee includes Highly  Compensated  active Employees and
Highly Compensated former Employees.

1.41  Hour Of Service

(a)   Hour Counting Method:

(1)   Each hour for which an Employee is paid,  or entitled to payment,  for the
      performance  of duties for the Employer.  These hours shall be credited to
      the Employee for the computation period in which the duties are performed;
      and

(2)   Each hour for which an  Employee is paid,  or entitled to payment,  by the
      Employer  on  account  of a period  of time  during  which no  duties  are
      performed   (irrespective  of  whether  the  employment  relationship  has
      terminated)  due to  vacation,  holiday,  illness,  incapacity  (including
      disability), layoff, jury duty, military duty or leave of absence. No more
      than 501 Hours of Service shall be credited  under this  paragraph for any
      single  continuous  period  (whether or not such period occurs in a single
      computation  period).  Hours under this paragraph  shall be calculated and
      credited  pursuant  to  Section  2530.200b-2  of  the  Departmentof  Labor
      Regulations which are incorporated herein by this reference; and

(3)   Each hour for which back pay,  irrespective  of mitigation of damages,  is
      either  awarded  or agreed to by the  Employer.  The same Hours of Service
      shall not be credited both under  paragraph  (a) or paragraph  (b), as the
      case may be, and under this  paragraph  (c). These hours shall be credited
      to the Employee for the  computation  period or periods to which the award
      or  agreement  pertains  rather than the  computation  period in which the
      award, agreement or payment is made.

(4)   Hours of Service  shall be credited for  employment  with the Employer and
      with other  members of an  affiliated  service  group [as  defined in Code
      Section  414(m)],  a controlled  group of corporations [as defined in Code
      Section  414(b)],  or a group of trades or businesses under common control
      [as defined in Code Section  414(c)] of which the  adopting  Employer is a
      member,  and any other entity  required to be aggregated with the Employer
      pursuant to Code Section 414(o) and the regulations  thereunder.  Hours of
      Service shall also be credited for any  individual  considered an Employee
      for purposes of this Plan under Code Section 414(n) or Code Section 414(o)
      and the regulations thereunder.

(5)   Solely for purposes of determining  whether a Break in Service, as defined
      in paragraph 1.10, for  participation and vesting purposes has occurred in
      a computation  period, an individual who is absent from work for maternity
      or paternity  reasons shall receive  credit for the Hours of Service which
      would  otherwise  have  been  credited  to such  individual  but for  such
      absence, or in any case in which such hours cannot be determined,  8 Hours
      of Service per day of such  absence.  For purposes of this  paragraph,  an
      absence from work for  maternity or paternity  reasons means an absence by
      reason of the pregnancy of the individual, by reason of a birth of a child
      of the  individual,  by  reason  of the  placement  of a  child  with  the
      individual  in  connection  with  the  adoption  of  such  child  by  such
      individual,  or for  purposes  of  caring  for  such  child  for a  period
      beginning  immediately  following  such birth or  placement.  The Hours of
      Service credited under this paragraph shall be credited in the computation
      period in which  the  absence  begins if the  crediting  is  necessary  to
      prevent a Break in Service in that period,  or in all other cases,  in the
      following  computation  period.  No more than 501 hours  will be  credited
      under this paragraph.

(6)   Unless specified otherwise in the Adoption Agreement, the Hours of Service
      Method shall be used.  Also,  unless  specified  otherwise in the Adoption
      Agreement,  Hours of Service  shall be  determined  on the basis of actual
      hours for which an Employee is paid or entitled to payment.

(b)   Elapsed Time Method:

(1)   For  purposes of this  section,  Hour of Service  shall mean each hour for
      which an Employee is paid or  entitled to payment for the  performance  of
      duties for the Employer.

(2)   Break In Service is a period of severance of at least 12 consecutive
      months.

(3)   Period  of  severance  is a  continuous  period of time  during  which the
      Employee is not employed by the  Employer.  Such period begins on the date
      the Employee retires, quits or is discharged,  or if earlier, the 12 month
      anniversary  of the date on which the Employee was otherwise  first absent
      from service.

(4)   In the case of an  individual  who is absent  from work for  maternity  or
      paternity reasons, the 12-consecutive-month  period beginning on the first
      anniversary of the first date of such absence shall not constitute a Break
      In Service.  For  purposes  of this  paragraph,  an absence  from work for
      maternity  or  paternity  reasons  means an  absence  (i) by reason of the
      pregnancy of the individual, (ii) by reason of the birth of a child of the
      individual,  (iii)  by  reason  of  the  placement  of a  child  with  the
      individual  in  connection  with  the  adoption  of  such  child  by  such
      individual,  or (iv) for  purposes  of caring  for such child for a period
      beginning immediately following such birth or placement.

(5)   Each  Employee  will  share  in  Employer  contributions  for  the  period
      beginning on the date the Employee commences  participation under the plan
      and ending on the date on which such Employee  severs  employment with the
      Employer or is no longer a member of an eligible class of Employees.

(6)   If the Employer is a member of an affiliated  service group (under section
      414(m)),  a controlled  group of corporations  (under section  414(b)),  a
      group of trades or businesses  under common control (under section 414(c))
      or any other entity required to be aggregated  with the Employer  pursuant
      to section  414(o),  service will be credited for any  employment  for any
      period of time for any other  member of such group.  Service  will also be
      credited  for any  individual  required  under  section  414(n) or section
      (414)(o) to be  considered  an Employee of any Employer  aggregated  under
      section 414(b), (c), or (m).

1.42  Key Employee

Any Employee or former Employee (and the  beneficiaries of such employee) who at
any time during the determination  period was an officer of the Employer if such
individual's annual compensation exceeds 50% of the dollar limitation under Code
Section 415(b)(1)(A) (the defined benefit maximum annual benefit),  an owner (or
considered an owner under Code Section 318) of one of the ten largest  interests
in the  employer if such  individual's  compensation  exceeds 100% of the dollar
limitation under Code Section 415(c)(1)(A),  a 5% owner of the Employer, or a 1%
owner of the Employer who has an annual compensation of more than $150,000.  For
purposes of determining who is a Key Employee,  annual  compensation  shall mean
Compensation as defined for Article X, but including  amounts deferred through a
salary reduction agreement to a cash or deferred plan under Code Section 401(k),
a Simplified  Employee  Pension Plan under Code Section 408(k), a cafeteria plan
under Code Section 125 or a tax-deferred  annuity under Code Section 403(b). The
determination  period is the Plan Year containing the Determination Date and the
four preceding Plan Years.  The  determination  of who is a Key Employee will be
made in accordance with Code Section 416(i)(1) and the regulations thereunder.

1.43  Leased Employee

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.

1.44  Limitation Year

The Plan Year as  designated  by the  Employer  in the  Adoption  Agreement  for
purposes of determining the maximum Annual Addition to a Participant's  account.
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.

1.45  Master Or Prototype Plan

A plan, the form of which is the subject of a favorable  opinion letter from the
Internal Revenue Service.

1.46  Matching Contribution

An Employer  contribution made to this or any other defined contribution plan on
behalf of a Participant on account of an Employee Voluntary Contribution made by
such Participant,  or on account of a Participant's  Elective Deferral,  under a
Plan maintained by the Employer.

1.47  Maximum Permissible Amount

The  maximum  Annual  Addition  that  may  be  contributed  or  allocated  to  a
Participant's  account under the plan for any  Limitation  Year shall not exceed
the lesser of:

(a)   the Defined Contribution Dollar Limitation, or

(b) 25% of the Participant's Compensation for the Limitation Year.

The  compensation  limitation  referred  to  in  (b)  shall  not  apply  to  any
contribution  for medical benefits [within the meaning of Code Section 401(h) or
Code Section  419A(f)(2)] which is otherwise treated as an Annual Addition under
Code  Section  415(l)(1) or  419(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 Limitation  multiplied by the following  fraction:
Number of months in the short Limitation Year divided by 12.

1.48  Net Profit

The current and  accumulated  operating  earnings of the Employer before Federal
and State income taxes,  excluding  nonrecurring or unusual items of income, and
before  contributions  to this and any  other  qualified  plan of the  Employer.
Unless  otherwise  specified  in the  Adoption  Agreement,  profits  will not be
required for Profit-Sharing contributions to the Plan.

1.49  Normal Retirement Age

The age, set by the Employer in the Adoption  Agreement,  at which a Participant
may retire and  receive his or her  benefits  under the Plan.  Unless  otherwise
specified in the Adoption Agreement, the Normal Retirement Age shall be 65.

1.50  Owner-Employee

A sole  proprietor,  or a partner  owning more than 10% of either the capital or
profits interest of the partnership.

1.51  Paired Plans

Two or more Plans  maintained  by the  Sponsor  designed so that a single or any
combination  of Plans  adopted by an Employer  will meet the  antidiscrimination
rules, the contribution and benefit limitations, and the Top-Heavy provisions of
the Code.

1.52  Participant

Any Employee who has met the eligibility  requirements  and is  participating in
the Plan.

1.53  Participant's Benefit

The  account  balance  as of  the  last  Valuation  Date  in the  calendar  year
immediately  preceding the Distribution  Calendar Year (valuation calendar year)
increased by the amount of any  contributions  or  forfeitures  allocated to the
account  balance  as of the  dates in the  valuation  calendar  year  after  the
Valuation  Date and decreased by  distributions  made in the valuation  calendar
year  after the  Valuation  Date.  A special  exception  exists  for the  second
distribution  Calendar Year. For purposes of this  paragraph,  if any portion of
the minimum distribution for the First Distribution Calendar Year is made in the
second Distribution Calendar Year on or before the

Required  Beginning  Date,  the amount of the minimum  distribution  made in the
second distribution calendar year shall be treated as if it had been made in the
immediately preceding Distribution Calendar Year.

1.54  Permissive Aggregation Group

Used for Top-Heavy  testing  purposes,  it is the Required  Aggregation Group of
plans plus any other plan or plans of the Employer  which,  when considered as a
group with the  Required  Aggregation  Group,  would  continue  to  satisfy  the
requirements of Code Sections 401(a)(4) and 410.

1.55  Plan

The Employer's retirement plan as embodied herein and in the Adoption Agreement.

1.56  Plan Administrator

The Employer.

1.57  Year

The  12-consecutive  month  period  designated  by the  Employer in the Adoption
Agreement.  If no  such  period  is  designated,  the  Plan  Year  shall  be the
Employer's taxable year.

1.58  Present Value

Used for Top-Heavy test and determination purposes, when determining the Present
Value of accrued  benefits,  with respect to any Defined Benefit Plan maintained
by the Employer,  interest and mortality rates shall be determined in accordance
with  the  provisions  of the  respective  plan.  If  applicable,  interest  and
mortality assumptions will be specified in Section 11 of the Adoption Agreement.

1.59  Projected Annual Benefit

Used to test the maximum  benefit which may be obtained  from a  combination  of
retirement plans, it is the annual retirement  benefit (adjusted to an actuarial
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 a Defined Benefit Plan or
plans, assuming:

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

(b)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.


1.60  Qualified Deferred Compensation Plan

Any  pension,  profit-sharing,  stock  bonus,  or other  plan  which  meets  the
requirements of Code Section 401 and includes a trust exempt from tax under Code
Section 501(a) or any annuity plan described in Code Section 403(a).

An  Eligible  Retirement  Plan is an  individual  retirement  account  (IRA)  as
described in section 408(a) of the Code, an individual  retirement annuity (IRA)
as  described  in section  408(b) of the Code,  an annuity  plan as described in
section 403(a) of the Code, or a qualified  trust as described in section 401(a)
of the Code, which accepts Eligible Rollover Distributions. However, in the case
of  an  Eligible  Rollover  Distribution  to a  surviving  Spouse,  an  Eligible
Retirement  Plan is an individual  retirement  account or individual  retirement
annuity.

1.61  Qualified Domestic Relations Order

A QDRO is a signed  Domestic  Relations  Order  issued  by a State  Court  which
creates, recognizes or assigns to an alternate payee(s) the right to receive all
or part of a Participant's Plan benefit and which meets the requirements of Code
Section 414(p). An alternate payee is a Spouse,  former Spouse,  child, or other
dependent  who is  treated  as a  beneficiary  under the Plan as a result of the
QDRO.

1.62  Qualified Early Retirement Age

For purposes of paragraph 8.9, Qualified Early Retirement Age is the latest of:

(a)the earliest  date,  under the Plan,  on which the  Participant  may elect to
   receive retirement benefits, or

(b)the first day of the 120th month  beginning  before the  Participant  reaches
   Normal Retirement Age, or

(c) the date the Participant begins participation.

1.63  Qualified Joint And Survivor Annuity

An immediate annuity for the life of the Participant with a survivor annuity for
the life of the Participant's  Spouse which is at least one-half of but not more
than the amount of the annuity payable during the joint lives of the Participant
and the Participant's  Spouse. The exact amount of the Survivor Annuity is to be
specified by the Employer in the Adoption  Agreement.  If not  designated by the
Employer, the Survivor Annuity will be 1/2 of the amount paid to the Participant
during his or her lifetime. The Qualified Joint and Survivor Annuity will be the
amount of benefit  which can be provided  by the  Participant's  Vested  Account
Balance.

1.64  Qualified Matching Contribution

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

1.65  Qualified Non-Elective Contributions

Contributions   (other  than  Matching   Contributions  or  Qualified   Matching
Contributions) made by the Employer and allocated to Participants' accounts that
the  Participants  may not elect to receive in cash until  distributed  from the
Plan;  that are  nonforfeitable  when made; and that are  distributable  only in
accordance  with the  distribution  provisions  that are  applicable to Elective
Deferrals and Qualified Matching Contributions.

1.66  Qualified Voluntary Contribution

A tax-deductible  voluntary Employee  contribution.  These  contributions may no
longer be made to the Plan.

1.67  Required Aggregation Group

Used for Top-Heavy testing purposes, it consists of:

(a)each  qualified  plan of the  Employer  in which at  least  one Key  Employee
   participates  or  participated  at any time during the  determination  period
   (regardless of whether the plan has terminated), and

(b)any other  qualified  plan of the Employer  which enables a plan described in
   (a) to meet the requirements of Code Sections 401(a)(4) or 410.

1.68  Required Beginning Date

The date on which a  Participant  is required  to take his or her first  minimum
distribution under the Plan. The rules are set forth at paragraph 7.5.

1.69  Rollover Contribution

A  contribution  made  by  a  Participant  of  an  amount  distributed  to  such
Participant from another Qualified Deferred Compensation Plan in accordance with
Code Sections 402(a)(5),  (6), and (7). An Eligible Rollover Distribution is any
distribution  of  all or  any  portion  of the  balance  to  the  credit  of the
Participant except that an Eligible Rollover Distribution does not include:

(a)any  distribution  that is one of a series of  substantially  equal  periodic
   payments  (not  less  frequently  than  annually)  made for the life (or life
   expectancy)   of  the   Participant   or  the  joint  lives  (or  joint  life
   expectancies)   of  the   Participant   and  the   Participant's   Designated
   Beneficiary, or for a specified period of ten years or more;

(b)any  distribution  to the extent such  distribution is required under section
   401(a)(9) of the Code; and

(c)the  portion  of any  distribution  that is not  includible  in gross  income
   (determined  without regard to the exclusion for net unrealized  appreciation
   with respect to employer securities).

A Direct  Rollover  is a payment  by the plan to the  Eligible  Retirement  Plan
specified by the Participant.

1.70  Salary Savings Agreement

An  agreement  between  the  Employer  and a  participating  Employee  where the
Employee  authorizes  the Employer to withhold a specified  percentage of his or
her Compensation for deposit to the Plan on behalf of such Employee.

1.71  Self-Employed Individual

An  individual  who has  Earned  Income for the  taxable  year from the trade or
business for which the Plan is  established  including an  individual  who would
have had Earned  Income but for the fact that the trade or  business  had no Net
Profit for the taxable year.

1.72  Service

The period of current or prior  employment  with the  Employer.  If the Employer
maintains a plan of a predecessor  employer,  Service for such predecessor shall
be treated as Service for the Employer.

1.73  Service Company

Prudential  Mutual Fund  Services,  Inc., or its successor  serving from time to
time.

1.74  Shareholder Employee

An Employee or Officer who owns [or is  considered  as owning within the meaning
of Code  Section  318(a)(1)],  on any day during the taxable year of an electing
small business  corporation (S Corporation),  more than 5% of such corporation's
outstanding stock.

1.75  Simplified Employee Pension Plan

An individual  retirement  account which meets the  requirements of Code Section
408(k),  and to which the  Employer  makes  contributions  pursuant to a written
formula.  These plans are considered for  contribution  limitation and Top-Heavy
testing purposes.

1.76  Sponsor

Shall be Prudential Mutual Fund Management, Inc.

1.77  Spouse (Surviving Spouse)

The Spouse or Surviving Spouse of the Participant, provided that a former Spouse
will be treated as the Spouse or Surviving  Spouse and a current Spouse will not
be treated  as the Spouse or  Surviving  Spouse to the extent  provided  under a
Qualified Domestic Relations Order as described in Code Section 414(p).

1.78  Super Top-Heavy Plan

A Plan described at paragraph  1.81 under which the Top-Heavy  Ratio [as defined
at paragraph 1.82] exceeds 90%.

1.79  Taxable Wage Base

For plans with an  allocation  formula  which takes into account the  Employer's
contribution   under  the  Federal  Insurance   Contributions  Act  (FICA),  the
contribution  and  benefit  base in effect  under  Section  230,  of the  Social
Security Act, at the  beginning of the Plan Year,  or the amount  elected by the
Employer in the Adoption Agreement.

1.80  Top-Heavy Determination Date

For any  Plan  Year  subsequent  to the  first  Plan  Year,  the last day of the
preceding  Plan Year.  For the first Plan Year of the Plan, the last day of that
year.

1.81  Top-Heavy Plan

For any Plan Year beginning  after 1983, the Employer's Plan is top-heavy if any
of the following conditions exist:

(a)If the Top-Heavy  Ratio for the Employer's  Plan exceeds 60% and this Plan is
   not part of any required Aggregation Group or Permissive Aggregation Group of
   Plans.

(b)If the  Employer's  plan is a part of a Required  Aggregation  Group of plans
   but not part of a Permissive  Aggregation  Group and the Top-Heavy  Ratio for
   the group of plans exceeds 60%.

(c)If the Employer's plan is a part of a Required  Aggregation Group and part of
   a  Permissive  Aggregation  Group of plans  and the  Top-Heavy  Ratio for the
   Permissive Aggregation Group exceeds 60%.

1.82  Top-Heavy Ratio

(a)If the Employer  maintains one or more Defined  Contribution plans (including
   any Simplified Employee Pension Plan) and the Employer has not maintained any
   Defined   Benefit  Plan  which  during  the  5-year   period  ending  on  the
   Determination  Date(s) has or has had accrued  benefits,  the Top-Heavy Ratio
   for this Plan alone, or for the Required or Permissive  Aggregation  Group as
   appropriate, is a fraction,

(1)   the  numerator  of which  is the sum of the  account  balances  of all Key
      Employees  as of the  Determination  Date(s)  [including  any  part of any
      account   balance   distributed   in  the  5-year  period  ending  on  the
      Determination Date(s)], and

(2)   the denominator of which is the sum of all account balances [including any
      part of any account balance distributed in the 5-year period ending on the
      Determination  Date(s)], both computed in accordance with Code Section 416
      and the regulations thereunder.

Both the  numerator  and  denominator  of the  Top-Heavy  Ratio are increased to
reflect any  contribution  not actually made as of the  Determination  Date, but
which is required to be taken into  account on that date under Code  Section 416
and the regulations thereunder.

(b)If the Employer  maintains one or more Defined  Contribution Plans (including
   any  Simplified  Employee  Pension  Plan) and the  Employer  maintains or has
   maintained  one or more Defined  Benefit Plans which during the 5-year period
   ending on the Determination Date(s) has or has had any accrued benefits,  the
   Top-Heavy  Ratio  for  any  Required  or  Permissive   Aggregation  Group  as
   appropriate  is a  fraction,  the  numerator  of which is the sum of  account
   balances under the aggregated Defined  Contribution Plan or Plans for all Key
   Employees,  determined in accordance with (a) above, and the Present Value of
   accrued  benefits under the aggregated  Defined Benefit Plan or Plans for all
   Key Employees as of the Determination  Date(s),  and the denominator of which
   is the sum of the account balances under the aggregated Defined  Contribution
   Plan or Plans for all Participants,  determined in accordance with (a) above,
   and the Present Value of accrued  benefits under the Defined  Benefit Plan or
   Plans for all Participants as of the Determination Date(s), all determined in
   accordance with Code Section 416 and the regulations thereunder.  The accrued
   benefits under a Defined  Benefit Plan in both the numerator and  denominator
   of the  Top-Heavy  Ratio are  increased  for any  distribution  of an accrued
   benefit made in the 5-year period ending on the Determination Date.

(c)For  purposes  of (a) and (b) above,  the value of account  balances  and the
   Present  Value of accrued  benefits  will be determined as of the most recent
   Valuation  Date that falls within or ends with the 12-month  period ending on
   the  Determination  Date,  except as  provided  in Code  Section  416 and the
   regulations  thereunder  for the first  and  second  plan  years of a Defined
   Benefit Plan. The account  balances and accrued benefits of a participant (1)
   who is not a Key Employee but who was a Key Employee in a prior year,  or (2)
   who has not been credited with at least one hour of service with any Employer
   maintaining  the Plan at any time  during  the  5-year  period  ending on the
   Determination  Date,  will be  disregarded.  The calculation of the Top-Heavy
   Ratio, and the extent to which  distributions,  rollovers,  and transfers are
   taken into account will be made in  accordance  with Code Section 416 and the
   regulations  thereunder.  Qualified Voluntary Employee Contributions will not
   be taken into account for purposes of computing  the  Top-Heavy  Ratio.  When
   aggregating  plans the value of account balances and accrued benefits will be
   calculated  with  reference to the  Determination  Dates that fall within the
   same calendar  year.  The accrued  benefit of a Participant  other than a Key
   Employee  shall be determined  under (1) the method,  if any, that  uniformly
   applies for accrual  purposes under all Defined  Benefit Plans  maintained by
   the Employer,  or (2) if there is no such method,  as if such benefit accrued
   not more rapidly than the slowest accrual rate permitted under the fractional
   rule of Code Section 411(b)(1)(C).

1.83  Top-Paid Group

The group  consisting  of the top 20% of  Employees  when ranked on the basis of
Compensation  paid during such year. For purposes of  determining  the number of
Employees in the group (but not who is in it), the following  Employees shall be
excluded:

(a) Employees who have not completed 6 months of Service.

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

(c) Employees who normally do not work more than 6 months during any year.

(d) Employees who have not attained age 21.

(e)Employees  included in a collective  bargaining unit, covered by an agreement
   between employee  representatives and the Employer, where retirement benefits
   were the subject of good faith  bargaining  and provided  that 90% or more of
   the Employer's Employees are covered by the agreement.

(f)Employees who are  nonresident  aliens and who receive no earned income which
   constitutes income from sources within the United States.

1.84  Transfer Contribution

A  non-taxable  transfer of a  Participant's  benefit  directly from a Qualified
Deferred Compensation Plan to this Plan.

1.85  Trustee

The  individual(s)  or  institution  appointed  by the  Employer in the Adoption
Agreement.

1.86  Valuation Date

The last business day of each Plan Year or such other date  consistent  with the
operational  cycle of the Service Company,  as agreed to by the Employer and the
Service  Company on which  Participant  accounts are revalued in accordance with
Article V hereof. For Top-Heavy  purposes,  the date selected by the Employer as
of which the Top-Heavy Ratio is calculated.

The value of mutual funds and other marketable  investments  shall be determined
using the most recent price quoted on a national securities exchange or over the
counter  market.  The value of investments for which there is no market shall be
determined  in the sole  judgement  of the  Employer  or issuer and  neither the
Trustee  nor  Service  Company  shall have  responsibility  with  respect to the
valuation of such assets.

1.87  Vested Account Balance

The aggregate value of the  Participant's  Vested Account  Balances derived from
Employer and Employee contributions (including Rollovers), whether vested before
or upon death,  including  the proceeds of insurance  contracts,  if any, on the
Participant's  life. The provisions of Article VIII shall apply to a Participant
who is  vested in  amounts  attributable  to  Employer  contributions,  Employee
contributions (or both) at the time of death or distribution.

1.88  Voluntary Contribution

An Employee  contribution made to the Plan by or on behalf of a Participant that
is included in the Participant's gross income in the year in which made and that
is  maintained  under a  separate  account  to which  earnings  and  losses  are
allocated.

1.89  Welfare Benefit Fund

Any fund that is part of a plan of the  Employer,  or has the  effect of a plan,
through  which the  Employer  provides  welfare  benefits to  Employees or their
beneficiaries. For these purposes, Welfare Benefits means any benefit other than
those  with  respect to which Code  Section  83(h)  (relating  to  transfers  of
property in  connection  with the  performance  of  services),  Code Section 404
(relating to deductions for  contributions to an Employee's trust or annuity and
Compensation  under a deferred  payment  plan),  Code Section 404A  (relating to
certain foreign deferred compensation plans) apply. A "Fund" is any social club,
voluntary employee benefit association,  supplemental unemployment benefit trust
or  qualified  group  legal  service  organization  described  in  Code  Section
501(c)(7), (9), (17) or (20); any trust, corporation,  or other organization not
exempt from income tax, or to the extent  provided in  regulations,  any account
held for an Employer by any person.

1.90  Year Of Service

If the Hour  counting  method has been chosen by the  Employer  in the  Adoption
Agreement,  a Year Of Service is a  12-consecutive  month period during which an
Employee  is  credited  with not less  than  1,000  (or such  lesser  number  as
specified by the Employer in the Adoption  Agreement)  Hours of Service.  If the
Elapsed Time Method has been chosen by the  Employer in the Adoption  Agreement,
an  Employee  will  receive  credit  for the  aggregate  of all  time  period(s)
commencing  with the  Employee's  first day of  employment or  reemployment  and
ending on the date a Break In Service  begins.  The first day of  employment  or
reemployment  is the first day the  Employee  performs  an Hour of  Service.  An
Employee  will also  receive  credit for any period of severance of less than 12
consecutive  months.  Fractional periods of a year will be expressed in terms of
days.



ARTICLE II --      ELIGIBILITY REQUIREMENTS

2.1   Participation

Unless otherwise specified in the Adoption  Agreement,  the Plan shall cover all
Employees  having  completed at least one Year of Service and who have  attained
age  21.  Employees  who  meet  the  eligibility  requirements  in the  Adoption
Agreement on the Effective Date of the Plan shall become  Participants as of the
Effective  Date of the Plan.  Unless  stated  to the  contrary  in the  Adoption
Agreement,  all  Employees  employed  on the  Effective  Date  of the  Plan  may
participate,  even if they have not satisfied the Plan's  specified  eligibility
requirements.  Other  Employees  shall  become  Participants  on the Entry  Date
coinciding  with or  immediately  following  the  date on  which  they  meet the
eligibility requirements. The Employee must satisfy the eligibility requirements
specified in the Adoption  Agreement and be employed on the Entry Date to become
a  Participant  in the Plan. In the event an Employee who is not a member of the
eligible  class of  Employees  becomes  a member  of the  eligible  class,  such
Employee  shall  participate  immediately  if such  Employee has  satisfied  the
minimum  age and  service  requirements  and  would  have  previously  become  a
Participant had he or she been in the eligible class. A former Participant shall
again become a Participant  upon  returning to the employ of the  Employer.  For
this purpose,  Participant's  Compensation  and Service shall be considered from
date of rehire.

2.2   Change In Classification Of Employment

If a  Participant  is  transferred  to an ineligible  class of Employees,  or is
otherwise reclassified as an ineligible Employee, any contribution or allocation
of forfeitures which would otherwise be made for him hereunder for the Plan Year
of  such  transfer  or  reclassification  shall  be  made.  No  contribution  or
allocation  of  forfeitures  for or by him  shall  be  made,  however,  for  any
subsequent  Plan  Year  prior to the Plan  Year in  which  he  again  becomes  a
Participant.

2.3   Computation Period

To determine Years of Service and Breaks in Service for purposes of eligibility,
the 12-consecutive  month period shall commence on the date on which an Employee
first performs an Hour of Service for the Employer and each anniversary thereof,
such  that  the  succeeding  12-consecutive  month  period  commences  with  the
employee's first anniversary of employment and so on. If, however, the period so
specified is one year or less, the succeeding  12-consecutive month period shall
commence on the first day of the Plan Year prior to the  anniversary of the date
they first  performed an Hour of Service  regardless  of whether the Employee is
entitled to be credited  with 1,000 (or such lesser  number as  specified by the
Employer  in the  Adoption  Agreement)  Hours  of  Service  during  their  first
employment year.

2.4   Employment Rights

Participation  in the Plan shall not confer upon a  Participant  any  employment
rights,  nor shall it  interfere  with the  Employer's  right to  terminate  the
employment of any Employee at any time.

2.5   Service With Controlled Groups

All Years of Service with other  members of a controlled  group of  corporations
[as defined in Code Section  414(b)],  trades or businesses under common control
[as defined in Code Section 414(c)],  or members of an affiliated  service group
[as  defined  in  Code  Section  414(m)]  shall  be  credited  for  purposes  of
determining an Employee's eligibility to participate.

2.6   Owner-Employees

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 trades or businesses,  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 trades or businesses.

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.

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 contributions or benefits of the Employees under the
plan of the trades or businesses  which are  controlled  must be as favorable as
those  provided  for him or her  under the most  favorable  plan of the trade or
business which is not controlled.

For  purposes of the  preceding  sentences,  an  Owner-Employee,  or two or more
Owner-Employees,  will be  considered  to  control  a trade or  business  if the
Owner-Employee, or two or more Owner-Employees together:

(a)   own the entire interest in an unincorporated trade or business, or

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

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.

2.7   Leased Employees

Any leased  Employee shall be treated as an Employee of the recipient  Employer;
however,  contributions or benefits provided 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 such Employee is covered by a money
purchase pension plan providing:

(a)a non-integrated  Employer contribution rate of at least 10% of Compensation,
   [as defined in Code Section  415(c)(3) but including  amounts  contributed by
   the Employer pursuant to a salary reduction  agreement,  which are excludable
   from the  Employee's  gross  income  under a cafeteria  plan  covered by Code
   Section 125, a cash or deferred  profit-sharing  plan under Section 401(k) of
   the Code, a Simplified Employee Pension Plan under Code Section 402(h)(1)(B )
   and a tax-sheltered annuity under Code Section 403(b)],

(b)   immediate participation, and

(c) full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more than
twenty percent (20%) of the recipients non-highly compensated work force.

2.8   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  for the year has been made, the omitted  Employee shall be
included  in  the  next  valuation.  The  Employer  shall  make  any  additional
contribution with respect to the omitted Employee that may be deemed necessary.

Such contribution  shall be made regardless of whether it is deductible in whole
or in part in any taxable  year under  applicable  provisions  of the Code.  The
Employee  shall receive credit under the terms of the Plan for any period during
which he should have been included as a Participant.

2.9   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 be removed from the ineligible Employee's Account
and treated as a forfeiture.



ARTICLE III --     EMPLOYER CONTRIBUTIONS

3.1   Amount

The Employer  intends to make periodic  contributions  to the Plan in accordance
with the formula or formulas selected in the Adoption  Agreement.  However,  the
Employer's contribution for any Plan Year shall be subject to the limitations on
allocations contained in Article X.

3.2   Expenses And Fees

The Employer shall also be authorized to reimburse the Fund for all expenses and
fees  incurred  in the  administration  of the Plan or Trust and paid out of the
assets of the Fund.  Such expenses shall  include,  but shall not be limited to,
fees for  professional  services,  printing and postage.  Commissions may not be
reimbursed.

3.3   Responsibility For Contributions

The Trustee  shall not be  required  to  determine  if the  Employer  has made a
contribution  or if the amount  contributed  is in accordance  with the Adoption
Agreement  or the Code.  The  Employer  shall have sole  responsibility  in this
regard.  The Trustee  shall be  accountable  solely for  contributions  actually
received by it, within the limits of Article XI.

3.4   Return Of Contributions

Contributions  made to the Fund by the Employer shall be  irrevocable  except as
provided below:

(a)Any  contribution  forwarded  to the  Trustee  because  of a mistake of fact,
   provided that the contribution is returned to the Employer within one year of
   the contribution.

(b)In the event that the  Commissioner of Internal  Revenue  determines that the
   Plan  is not  initially  qualified  under  the  Internal  Revenue  Code,  any
   contribution made incident to that initial qualification by the Employer must
   be  returned  to the  Employer  within  one year  after the date the  initial
   qualification is denied, but only if the application for the qualification is
   made by the time  prescribed by law for filing the Employer's  return for the
   taxable  year in  which  the  Plan is  adopted,  or  such  later  date as the
   Secretary of the Treasury may prescribe.

(c)Contributions  forwarded to the Trustee are presumed to be deductible and are
   conditioned on their deductibility. Contributions which are determined to not
   be deductible will be returned to the Employer.

3.5   Form Of Contribution

Except as contemplated in paragraphs 4.3 and 4.4, no contribution  shall be made
in property  other than  United  States  currency  or such other  property as is
acceptable to the Service Company.



ARTICLE IV --      EMPLOYEE CONTRIBUTIONS

4.1   Voluntary Contributions

Unless otherwise specified in the Adoption  Agreement,  an Employee may not make
Voluntary  Contributions to the Plan established hereunder.  If permitted,  they
will be made in a uniform and  nondiscriminatory  manner. Such contributions are
subject  to  the   limitations   on  Annual   Additions   and  are   subject  to
antidiscrimination testing.

4.2   Qualified Voluntary Contributions

A Participant may no longer make Qualified Voluntary  Contributions to the Plan.
Amounts  already  contributed  may not remain in the Trust Fund. The Participant
must withdraw the Qualified Voluntary  Contribution  amounts already contributed
by making a written application to the Plan Administrator.

4.3   Rollover Contribution

Unless  provided  otherwise  in the Adoption  Agreement,  a  Participant  and an
Employee  in an  eligible  class of  Employees  who has not met the  eligibility
requirements for  participation in the Plan may make a Rollover  Contribution to
any Defined  Contribution  Plan  established  hereunder of all or any part of an
amount  distributed  or  distributable  to him or her from a Qualified  Deferred
Compensation Plan provided:

(a)the amount  distributed to the  Participant is deposited in the Plan no later
   than  the  sixtieth  day  after  such   distribution   was  received  by  the
   Participant,

(b)the  amount  distributed  is  not  one of a  series  of  substantially  equal
   periodic  payments made for the life (or life  expectancy) of the Participant
   or the joint lives (or joint life  expectancies)  of the  Participant and the
   Participant's Designated Beneficiary,  or for a specified period of ten years
   or more;

(c) the amount distributed is not required under section 401(a)(9) of the Code;

(d)if the amount distributed  included property such property is rolled over, or
   if sold the proceeds of such property may be rolled over,

(e)the amount distributed is not includible in gross income (determined  without
   regard to the  exclusion  for net  unrealized  appreciation  with  respect to
   employer securities).

In addition, if the Adoption Agreement allows Rollover  Contributions,  the Plan
will also accept any  Eligible  Rollover  Distribution  (as defined at paragraph
1.69) directly to the Plan.

Rollover Contributions,  which relate to distributions prior to January 1, 1993,
must be made in accordance with paragraphs (a) through (e) and additionally meet
the requirements of paragraph (f):

(f)the distribution  from the Qualified  Deferred  Compensation Plan constituted
   the Participant's entire interest in such Plan and was distributed within one
   taxable year to the Participant:

(1)   on account of separation from Service, a Plan termination,  or in the case
      of a  profit-sharing  or stock bonus plan,  a complete  discontinuance  of
      contributions  under such plan within the meaning of Section  402(a)(6)(A)
      of the Code, or

(2)   in one or  more  distributions  which  constitute  a  qualified  lump  sum
      distribution within the meaning of Code Section  402(e)(4)(A),  determined
      without reference to subparagraphs (B) and (H),

Such Rollover  Contribution  may also be made through an  Individual  Retirement
Account  qualified  under Code  Section  408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is made
in accordance  with the rules provided  under  paragraph (a) through (e) and the
Rollover  Contribution  does not  include  any  regular  IRA  contributions,  or
earnings  thereon,  which the  Participant  may have  made to the IRA.  Rollover
Contributions  which relate to  distributions  prior to January 1, 1993,  may be
made through an IRA in accordance with paragraphs (a) through (f) and additional
requirements as provided in the previous sentence. The Trustee shall not be held
responsible for  determining  the tax-free  status of any Rollover  Contribution
made under this Plan.

4.4   Transfer Contribution

Unless  provided  otherwise  in the Adoption  Agreement,  a  Participant  and an
Employee  in an  eligible  class of  Employees  who has not met the  eligibility
requirements  for  participation  in the Plan, may, subject to the provisions of
paragraph 4.5, also arrange for the direct transfer of his or her benefit from a
Qualified  Deferred  Compensation  Plan to this Plan.  For accounting and record
keeping  purposes,   Transfer  Contributions  shall  be  identical  to  Rollover
Contributions.

In the event the Employer accepts a Transfer  Contribution  from a Plan in which
the Employee was directing the  investments of his or her account,  the Employer
may  continue  to permit  the  Employee  to  direct  his or her  investments  in
accordance with paragraph 13.7 with respect only to such Transfer  Contribution.
Notwithstanding  the above,  the  Employer  may refuse to accept  such  Transfer
Contributions.

Notwithstanding   anything   to  the   contrary,   if  a   Participant   changes
classification of employment between eligible and ineligible  classes,  then the
Employer may transfer said Participant's account balance between the appropriate
plans maintained by the Employer, so long as such transfer will not result in an
illegal cut back in benefits in violation of Code Section 411(d)(6).

4.5   Employer Approval Of Transfer Contributions

The Employer  maintaining a Safe-Harbor  Profit-Sharing  Plan in accordance with
the provisions of paragraph 8.7, acting in a  nondiscriminatory  manner,  may in
its sole discretion refuse to allow Transfer Contributions to its profit-sharing
plan, if such  contributions are directly or indirectly being transferred from a
defined benefit plan, a money purchase  pension plan (including a target benefit
plan), a stock bonus plan, or another  profit-sharing plan which would otherwise
provide for a life annuity form of payment to the Participant.

4.6   Elective Deferrals

A  Participant  may enter  into a Salary  Savings  Agreement  with the  Employer
authorizing   the   Employer  to  withhold  a  portion  of  such   Participant's
Compensation  not to exceed  $7,000 per  calendar  year as  adjusted  under Code
Section 415(d) or, if lesser,  the percentage of  Compensation  specified in the
Adoption  Agreement and to deposit such amount to the Plan. No Participant shall
be  permitted  to have  Elective  Deferrals  made  under  this Plan or any other
qualified plan maintained by the Employer, during any taxable year, in excess of
the  dollar  limitation  contained  in Code  Section  402(g)  in  effect  at the
beginning  of such  taxable  year.  Thus,  the $7,000  limit may be reduced if a
Participant  contributes  pre-tax  contributions  to qualified  plans of this or
other  Employers.  Any such  contribution  shall be credited  to the  Employee's
Salary Savings Account.  Unless otherwise specified in the Adoption Agreement, a
Participant may amend his or her Salary Savings Agreement to increase,  decrease
or terminate the percentage  upon 30 days written  notice to the Employer.  If a
Participant  terminates  his or her  agreement,  such  Participant  shall not be
permitted to put a new Salary Savings  Agreement into effect until the first pay
period in the next Plan Year, unless otherwise stated in the Adoption Agreement.
The Employer may also amend or terminate said agreement on written notice to the
Participant. If a Participant has not authorized the Employer to withhold at the
maximum  rate and desires to increase the total  withheld for a Plan Year,  such
Participant  may  authorize  the  Employer  upon 30 days  notice to  withhold  a
supplemental  amount up to 100% of his or her  Compensation  for one or more pay
periods.  In no event  may the sum of the  amounts  withheld  under  the  Salary
Savings   Agreement  plus  the   supplemental   withholding   exceed  25%  of  a
Participant's  Compensation  for  a  Plan  Year.  Elective  Deferrals  shall  be
deposited in the Trust no later than the date described in Section 2510.3-102 of
the Department of Labor Regulations.

4.7   Direct Rollover Of Benefits

Notwithstanding  any provision of the plan to the contrary that would  otherwise
limit a Participant's  election under this Paragraph,  for distributions made on
or after January 1, 1993, a Participant may elect, at the time and in the manner
prescribed  by the  Plan  Administrator,  to have  any  portion  of an  Eligible
Rollover  Distribution paid directly to an Eligible Retirement Plan specified by
the Participant in a Direct Rollover. Any portion of a distribution which is not
paid  directly  to an  Eligible  Retirement  Plan  shall be  distributed  to the
Participant.  For purposes of this Paragraph,  a Surviving Spouse or a spouse or
former  spouse who is an alternate  payee under a Qualified  Domestic  Relations
Order as defined in section  414(p) of the Code,  will be  permitted to elect to
have  any  Eligible  Rollover   Distribution  paid  directly  to  an  individual
retirement  account (IRA),  an individual  retirement  annuity (IRA), or another
qualified retirement Plan.

The plan provisions otherwise  applicable to distributions  continue to apply to
Rollover and Transfer Contributions.



ARTICLE V --       PARTICIPANT ACCOUNTS

5.1   Separate Accounts

The Employer shall establish a separate bookkeeping account for each Participant
showing the total value of his or her interest in the Fund.  Each  Participant's
account  shall  be  separated  for  bookkeeping   purposes  into  the  following
sub-accounts:

(a)   Employer contributions.

(1)   Matching Contributions.

(2)   Qualified Matching Contributions.

(3)   Qualified Non-Elective Contributions.

(4)   Discretionary Contributions.

(5)   Elective Deferrals.

(b)Voluntary   Contributions   (and  additional   amounts   including   required
   contributions  and, if  applicable,  either  repayments  of loans  previously
   defaulted on and treated as "deemed  distributions" on which a tax report has
   been issued,  and amounts paid out upon a separation  from service which have
   been  included  in income and which are repaid  after  being  re-hired by the
   Employer).

(c)   Transfer Contributions.

(d)   Rollover Contributions.

5.2   Adjustments To Participant Accounts

As of each Valuation Date of the Plan, the Employer shall add to each account:

(a)   the Participant's share of the Employer's contribution and forfeitures as
      determined in the Adoption Agreement,

(b)   any Elective Deferrals, Voluntary, Rollover or Transfer Contributions made
      by the Participant,

(c)any  repayment  of  amounts  previously  paid  out  to a  Participant  upon a
   separation  from  Service  and  repaid  by the  Participant  since  the  last
   Valuation Date, and

(d)the  Participant's   proportionate  share  of  any  investment  earnings  and
   increase in the fair market value of the Fund since the last Valuation  Date,
   as determined at paragraph 5.4.

The Employer shall deduct from each account:

(e)any  withdrawals  or payments made from the  Participant's  account since the
   last Valuation Date, and

(f)the  Participant's  proportionate  share of any  decrease  in the fair market
   value of the Fund since the last  Valuation  Date, as determined at paragraph
   5.4.

5.3   Allocating Employer Contributions

The Employer's  contribution  shall be allocated to  Participants  in accordance
with the allocation formula selected by the Employer in the Adoption  Agreement,
and the minimum  contribution  and allocation  requirements for Top-Heavy Plans.
Unless  otherwise  specified  in the  Adoption  Agreement,  the Plan will not be
integrated  with  Social  Security.  Beginning  with  the  1990  Plan  Year  and
thereafter,  for plans on Standardized  Adoption Agreement 001, Participants who
are credited with more than 500 Hours of Service or are employed on the last day
of the Plan Year must receive a full  allocation of Employer  contributions.  In
Nonstandardized   Adoption  Agreement  002,  Employer   contributions  shall  be
allocated to the accounts of  Participants  employed by the Employer on the last
day of the Plan Year unless indicated  otherwise in the Adoption  Agreement.  In
the case of a non-Top-Heavy,  Nonstandardized Plan,  Participants must also have
completed  a  Year  of  Service  unless  otherwise  specified  in  the  Adoption
Agreement.  For  Nonstandardized  Adoption  Agreement 002, the Employer may only
apply the last day of the Plan Year and Year of Service requirements if the Plan
satisfies  the  requirements  of Code  Sections  401(a)(26)  and  410(b) and the
regulations  thereunder  including  the  exception  for 401(k)  plans.  If, when
applying  the last  day and  Year of  Service  requirements,  the Plan  fails to
satisfy  the  aforementioned  requirements,   additional  Participants  will  be
eligible  to  receive  an  allocation  of  Employer   Contributions   until  the
requirements  are  satisfied.  Participants  who  are  credited  with a Year  of
Service, but not employed at Plan Year end, are the first category of additional
Participants  eligible to receive an allocation.  If the  requirements are still
not  satisfied,  Participants  credited  with more than 500 Hours of Service and
employed  at Plan Year end are the next  category  of  Participants  eligible to
receive an allocation.  Finally,  if necessary to satisfy the said requirements,
any  Participant  credited  with more than 500 Hours of Service will be eligible
for an  allocation of Employer  Contributions.  The Service  requirement  is not
applicable  with  respect to any Plan Year during which the  Employer's  Plan is
Top-Heavy.

In the  event  the  Employer  selects  an  integrated  allocation  formula,  the
Employer's  contribution  will be allocated  in  accordance  with the  following
method unless otherwise specified in the Adoption Agreement:

(a)First,  to the extent  contributions  and  forfeitures  are  sufficient,  all
   Participants will receive an allocation equal to 3% of their Compensation.

(b)Next, any remaining Employer  Contributions and forfeitures will be allocated
   to  Participants  who have  Compensation  in excess of the Taxable  Wage Base
   (excess  Compensation).  Each such  Participant will receive an allocation in
   the  ratio  that  his  or  her  excess   compensation  bears  to  the  excess
   Compensation of all Participants. Participants may only receive an allocation
   of 3% of excess Compensation.

(c)Next, any remaining Employer  contributions and forfeitures will be allocated
   to  all  Participants  in the  ratio  that  their  Compensation  plus  excess
   Compensation bears to the total Compensation plus excess  Compensation of all
   Participants.  Participants  may only receive an  allocation of up to 2.7% of
   their Compensation plus excess Compensation, under this allocation method. If
   the Taxable  Wage Base as defined in Section 3 of the  Adoption  Agreement is
   less than the  maximum,  but more than the  greater  of $10,000 or 20% of the
   maximum,  then the 2.7% must be reduced.  If the amount  specified is greater
   than 80% but less than 100% of the maximum  Taxable Wage Base,  the 2.7% must
   be reduced to 2.4%.  If the amount  specified  is greater than the greater of
   $10,000 or 20% of the maximum  Taxable Wage Base, but not more than 80%, 2.7%
   must be reduced to 1.3%.

(d)Next, any remaining Employer  contributions and forfeitures will be allocated
   to all  Participants  (whether or not they received an  allocation  under the
   preceding paragraphs) in the ratio that each Participant's Compensation bears
   to all Participants' Compensation.

If the Plan is not Top-Heavy, subparagraphs (a) and (b) above may be disregarded
and  5.7%,  5.4% or 4.3% may be  substituted  for  2.7%,  2.4% or 1.3%  where it
appears in (c) above.

5.4   Allocating Investment Earnings And Losses

A Participant's share of investment earnings and any increase or decrease in the
fair market value of the Fund shall be based on the  proportionate  value of all
active accounts (other than accounts with segregated investments) as of the last
Valuation Date less  withdrawals  since the last Valuation  Date. If applicable,
segregated  accounts  may  be  allocated  earnings,   up  through  the  date  of
segregation,  under the above method, at the Plan Administrator's discretion. If
Employer and/or Employee contributions are made monthly,  quarterly,  or on some
other  systematic  basis,  the adjusted value of such accounts for allocation of
investment  income and gains or losses shall include one-half the  contributions
for such period.  If Employer  and/or Employee  contributions  are not made on a
systematic  basis,  it is assumed that they are made at the end of the valuation
period and therefore  will not receive an allocation of investment  earnings and
gains or losses for such period. Notwithstanding the above, if contributions are
made on a nonsystematic  basis,  at the Plan  Administrator's  discretion,  such
contributions  will be  credited  with an  allocation  of the actual  investment
earnings  and gains and  losses  from the  actual  date of  deposit of each such
contribution  until the end of the period.  In no event  shall this  election of
allocating  gains  and  losses  be  used  to  discriminate.  Finally,  the  Plan
Administrator may elect to disregard nonsystematic contributions made during the
year,  altogether,  and allocate earnings exclusively on the basis of all active
accounts  (other  than  accounts  with  segregated  investments)  as of the last
Valuation  Date  less  withdrawals   since  the  last  Valuation  Date,  or,  if
applicable,  take into consideration any systematic  contributions,  as provided
above.  Accounts with  segregated  investments  shall receive only the income or
loss on such segregated investments.

5.5   Participant Statements

The  Employer  shall  periodically  (not less  often than  annually),  prepare a
statement for each Participant  showing the additions to and  subtractions  from
his or her account  since the last such  statement  and the fair market value of
his or her account as of the date for which the statement is prepared.



ARTICLE VI --      RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1   Normal Retirement Benefits

A  Participant  shall be  entitled  to receive  the  balance  held in his or her
account from Employer  contributions  upon attaining Normal Retirement Age or at
such  earlier  dates as the  provisions  of this  Article VI may  allow.  If the
Participant elects to continue working past his or her Normal Retirement Age, he
or she will continue as an active Plan Participant and no distribution  shall be
made to such  Participant  until his or her actual  retirement  date  unless the
employer elects otherwise in the Adoption Agreement,  or a minimum  distribution
is required by law.  Settlement shall be made in the normal form, or if elected,
in one of the optional forms of payment provided below.

6.2   Early Retirement Benefits

If the  Employer so  provides in the  Adoption  Agreement,  an Early  Retirement
Benefit  will  be  available  to  individuals  who  meet  the  age  and  Service
requirements.  An individual who meets the Early Retirement Age requirements and
separates  from  Service,  will become fully  vested,  regardless of any vesting
schedule which otherwise  might apply.  If a Participant  separates from Service
before satisfying the age  requirements,  but after having satisfied the Service
requirement,  the  Participant  will be  entitled  to elect an Early  Retirement
benefit upon satisfaction of the age requirement.

6.3   Benefits On Termination Of Employment

(a)If a Participant  terminates  employment prior to Normal Retirement Age, such
   Participant  shall be entitled to receive the vested  balance  held in his or
   her  account  payable  at Normal  Retirement  Age in the normal  form,  or if
   elected,  in one of the  optional  forms of payment  provided  hereunder.  If
   applicable,   the  Early  Retirement   Benefit  provisions  may  be  elected.
   Notwithstanding the preceding sentence,  a former Participant may, if allowed
   in the Adoption Agreement,  make application to the Employer requesting early
   payment of any deferred vested and nonforfeitable benefit due.

(b)If a Participant terminates  employment,  and the value of that Participant's
   vested account  balance derived from Employer and Employee  contributions  is
   not greater than $3,500,  the Participant may receive a lump sum distribution
   of the value of the entire  vested  portion of such  account  balance and the
   non-vested  portion  will be  treated as a  forfeiture.  The  Employer  shall
   continue to follow their consistent policy, as may be established,  regarding
   immediate  cash-outs  of Vested  Account  Balances  of  $3,500  or less.  For
   purposes of this  Article,  if the value of a  Participant's  Vested  Account
   Balance  is  zero,  the  Participant  shall  be  deemed  to have  received  a
   distribution   of  such  Vested   Account   Balance   immediately   following
   termination.  Likewise, if the Participant is reemployed prior to incurring 5
   consecutive  1-year Breaks In Service they will be deemed to have immediately
   repaid  such  distribution.  For  Plan  Years  beginning  prior  to  1989,  a
   Participant's  Vested Account Balance shall not include  Qualified  Voluntary
   Contributions.  Notwithstanding  the above, if the Employer  maintains or has
   maintained a policy of not distributing  any amounts until the  Participant's
   Normal  Retirement  Age, the  Employer  can continue to uniformly  apply such
   policy.

(c)If a Participant  terminates employment with a Vested Account Balance derived
   from  Employer and  Employee  contributions  in excess of $3,500,  and elects
   (with his or her Spouse's consent,  if required) to receive 100% of the value
   of his or her Vested Account  Balance in a lump sum, the  non-vested  portion
   will be treated as a forfeiture.  The Participant (and his or her Spouse,  if
   required) must consent to any  distribution,  when the Vested Account Balance
   described above exceeds $3,500 or if at the time of any prior distribution it
   exceeded  $3,500.  For purposes of this  paragraph,  for Plan Years beginning
   prior to 1989,  a  Participant's  Vested  Account  Balance  shall not include
   Qualified Voluntary Contributions.

(d)Distribution  of less than 100% of the  Participant's  Vested Account Balance
   shall be permitted upon termination of employment.

(e)If a  Participant  who is not 100% vested  receives or is deemed to receive a
   distribution  pursuant to this paragraph and resumes employment covered under
   this Plan, the Participant shall have the right to repay to the Plan the full
   amount of the  distribution  attributable  to  Employer  contributions  on or
   before the  earlier  of the date that the  Participant  incurs 5  consecutive
   1-year  Breaks in Service  following the date of  distribution  or five years
   after the first date on which the Participant is subsequently reemployed.  In
   such event, the Participant's  account shall be restored to the value thereof
   at the time the  distribution  was made and may further be  increased  by the
   Plan's income and investment gains and/or losses on the undistributed  amount
   from the date of distribution to the date of repayment.

(f)A Participant  shall also have the option,  to postpone payment of his or her
   Plan  benefits  until the first day of April  following  the calendar year in
   which he or she attains age 70-1/2.  Any balance of a  Participant's  account
   resulting from his or her Employee contributions not previously withdrawn, if
   any, may be withdrawn by the  Participant  immediately  following  separation
   from Service.

(g)If a Participant  ceases to be an active Employee as a result of a Disability
   as defined  at  paragraph  1.21,  such  Participant  shall be able to make an
   application for a disability  retirement  benefit payment.  The Participant's
   account balance will be deemed  "immediately  distributable"  as set forth in
   paragraph 6.4, and will be fully vested pursuant to paragraph 9.2.

6.4   Restrictions On Immediate Distributions

(a)An account  balance is immediately  distributable  if any part of the account
   balance could be distributed to the Participant (or Surviving  Spouse) before
   the Participant attains (or would have attained if not deceased) the later of
   the Normal Retirement Age or age 62.

(b)If the value of a Participant's  vested account balance derived from Employer
   and Employee  Contributions exceeds (or at the time of any prior distribution
   exceeded) $3,500, and the account balance is immediately  distributable,  the
   Participant  and his or her Spouse (or where  either the  Participant  or the
   Spouse has died,  the  survivor)  must  consent to any  distribution  of such
   account  balance.  The  consent of the  Participant  and the Spouse  shall be
   obtained in writing  within the 90-day period ending on the annuity  starting
   date,  which is the first day of the first period for which an amount is paid
   as an annuity or any other  form.  The Plan  Administrator  shall  notify the
   Participant  and  the  Participant's   Spouse  of  the  right  to  defer  any
   distribution until the Participant's account balance is no longer immediately
   distributable.  Such notification shall include a general  description of the
   material features, and an explanation of the relative values of, the optional
   forms of benefit  available under the plan in a manner that would satisfy the
   notice requirements of Code Section 417(a)(3),  and shall be provided no less
   than 30 days and no more than 90 days prior to the annuity starting date.

(c)Notwithstanding  the  foregoing,  only the  Participant  need  consent to the
   commencement  of a distribution in the form of a qualified Joint and Survivor
   Annuity while the account balance is immediately distributable.  Furthermore,
   if  payment  in the form of a  Qualified  Joint and  Survivor  Annuity is not
   required  with respect to the  Participant  pursuant to paragraph  8.7 of the
   Plan,  only the  Participant  need consent to the  distribution of an account
   balance  that  is  immediately  distributable.  Neither  the  consent  of the
   Participant nor the Participant's Spouse shall be required to the extent that
   a distribution is required to satisfy Code Section  401(a)(9) or Code Section
   415. In addition, upon termination of this Plan if the Plan does not offer an
   annuity option  (purchased  from a commercial  provider),  the  Participant's
   account balance may, without the Participant's consent, be distributed to the
   Participant or transferred to another Defined  Contribution  Plan [other than
   an  employee  stock  ownership  plan as defined in Code  Section  4975(e)(7)]
   within the same controlled group.

(d)For  purposes of  determining  the  applicability  of the  foregoing  consent
   requirements  to  distributions  made  before the first day of the first Plan
   Year beginning after 1988, the Participant's vested account balance shall not
   include amounts attributable to Qualified Voluntary Contributions.

(e)If a  distribution  is one to which Code  Section  401(a)(11)  and 417 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  receiving
      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.

6.5   Normal Form Of Payment

The  normal  form  of  payment  for  a  profit-   sharing  plan  satisfying  the
requirements  of  paragraph  8.7  hereof  shall be a lump sum with no option for
annuity  payments.  For all other  plans,  the normal form of payment  hereunder
shall be a Qualified Joint and Survivor  Annuity as provided under Article VIII.
A Participant  whose vested account  balance  derived from Employer and Employee
contributions  exceeds  $3,500,  or if at the time of any prior  distribution it
exceeded $3,500, shall (with the consent of his or her Spouse) have the right to
receive his or her benefit in a lump sum or in monthly,  quarterly,  semi-annual
or annual  payments from the Fund over any period not extending  beyond the life
expectancy of the Participant and his or her  Beneficiary.  For purposes of this
paragraph,  for Plan Years prior to 1989, a Participant's Vested Account Balance
shall not include Qualified Voluntary Contributions.  The normal form of payment
shall be  automatic,  unless the  Participant  files a written  request with the
Employer  prior to the date on  which  the  benefit  is  automatically  payable,
electing a lump sum or installment  payment option. No amendment to the Plan may
eliminate one of the optional distribution forms listed above.

6.6   Commencement Of Benefits

(a)Unless the Participant elects otherwise,  distribution of benefits will begin
   no later  than the 60th day  after  the  close of the Plan  Year in which the
   latest of the following events occurs:

(1)   the Participant attains age 65 (or normal retirement age if earlier),

(2)   the  10th  anniversary  of the  year in which  the  Participant  commenced
      participation in the Plan, or

(3) the Participant terminates Service with the Employer.

(b)Notwithstanding  the foregoing,  the failure of a Participant  and Spouse (if
   necessary)  to  consent  to a  distribution  while a benefit  is  immediately
   distributable, within the meaning of paragraph 6.4 hereof, shall be deemed an
   election  to defer  commencement  of payment  of any  benefit  sufficient  to
   satisfy this paragraph.

6.7   Claims Procedures

Upon retirement, death, or other severance of employment, the Participant or his
or her representative may make application to the Employer requesting payment of
benefits due and the manner of payment.  If no application for benefits is made,
the Employer  shall  automatically  pay any vested  benefit due hereunder in the
normal form at the time  prescribed  at  paragraph  6.4. If an  application  for
benefits is made, the Employer shall accept,  reject, or modify such request and
shall  notify the  Participant  in writing  setting  forth the  response  of the
Employer and in the case of a denial or modification the Employer shall:

(a)   state the specific reason or reasons for the denial,

(b) provide specific  reference to pertinent Plan provisions on which the denial
is based,

(c)provide a description  of any additional  material or  information  necessary
   for the  Participant  or his  representative  to  perfect  the  claim  and an
   explanation of why such material or information is necessary, and

(d) explain the Plan's claim review procedure as contained in this Plan.

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

6.8   In-Service Withdrawals

An Employee  may withdraw all or any part of the fair market value of his or her
Voluntary   Contributions,    Qualified   Voluntary   Contributions,    Rollover
Contributions,  upon written  request to the Employer.  Transfer  Contributions,
which originate from a Plan meeting the safe-harbor provisions of paragraph 8.7,
may also be  withdrawn,  by an Employee,  upon written  request to the Employer.
Transfer  Contributions  not  meeting  the  safe-harbor  provisions  may only be
withdrawn upon retirement, death, disability,  termination or termination of the
Plan,  and will be subject to Spousal  consent  requirements  contained  in Code
Sections  411(a)(11)  and 417. No such  withdrawals  are permitted  from a money
purchase plan until the participant  reaches Normal Retirement Age. Such request
shall include the Employee's  address,  social security number,  birthdate,  and
amount of the withdrawal.  If at the time a distribution of Qualified  Voluntary
Contributions is received the Participant has not attained age 59-1/2 and is not
disabled,  as defined at Code Section 22(e)(3),  the Participant will be subject
to a federal  income tax penalty,  unless the  distribution  is rolled over to a
qualified  plan or  individual  retirement  plan  within  60 days of the date of
distribution.  A  Participant  may  withdraw  all or any part of the fair market
value of his or her pre-1987 Voluntary Contributions with or without withdrawing
the earnings attributable thereto. Post-1986 Voluntary Contributions may only be
withdrawn  along  with a portion  of the  earnings  thereon.  The  amount of the
earnings to be withdrawn is determined  by using the formula:  DA [1-(V / V+E)],
where DA is the distribution amount, V is the amount of Voluntary  Contributions
and V+E is the amount of Voluntary  Contributions plus the earnings attributable
thereto.  A  Participant  withdrawing  his or her other  contributions  prior to
attaining  age  59-1/2,  will be subject to a federal  tax penalty to the extent
that the  withdrawn  amounts are  includible  in income.  Any  Participant  in a
profit-sharing plan may, if permitted by the Employer in the Adoption Agreement,
withdraw  all or any  part  of the  fair  market  value  of any of  such  vested
contributions,  plus the investment earnings thereon, after attaining age 59-1/2
without separating from Service.  Such Employer  contributions may not have been
used  to  satisfy  the  antidiscrimination  test of Code  Section  401(k).  Such
distributions  shall not be eligible  for  redeposit  to the Fund.  A withdrawal
under this  paragraph  shall not prohibit such  Participant  from sharing in any
future Employer  Contribution he or she would otherwise be eligible to share in.
A request to withdraw amounts pursuant to this paragraph must if applicable,  be
consented  to by the  Participant's  Spouse.  The consent  shall comply with the
requirements of paragraph 6.4 relating to immediate distributions.

6.9   Hardship Withdrawal

Unless  otherwise  specified  by the  Employer  in  the  Adoption  Agreement,  a
Participant may not request a Hardship withdrawal prior to attaining age 59-1/2.
If permitted and the  Participant  has not attained age 59-1/2,  the Participant
may be subject to a federal income tax penalty. Such request shall be in writing
to  the  Employer  who  shall  have  sole  authority  to  authorize  a  hardship
withdrawal,  pursuant  to the rules  below.  Hardship  withdrawals  may  include
Elective  Deferrals  regardless of when contributed and any earnings accrued and
credited  thereon as of the last day of the Plan Year ending before July 1, 1989
and  Employer  related  contributions  including  but not  limited  to  Employer
Matching  Contributions,  plus the  investment  earnings  thereon  to the extent
vested. Qualified Matching Contributions,  Qualified Non-Elective  Contributions
and  Elective  Deferrals  reclassified  as  Voluntary   Contributions  plus  the
investment  earnings thereon are only available for hardship withdrawal prior to
age 59-1/2 to the extent that they were credited to the Participant's Account as
of the  last  day of the  Plan  Year  ending  prior  to July 1,  1989.  The Plan
Administrator  may limit  withdrawals  to Elective  Deferrals  and the  earnings
thereon as stipulated  above.  Hardship  withdrawals  are subject to the Spousal
consent  requirements  contained in Code Sections  401(a)(11)  and 417. Only the
following reasons are valid to obtain hardship withdrawal:

(a)medical  expenses  [within the meaning of Code Section  213(d)],  incurred or
   necessary  for  the  medical  care  of the  Participant,  his or her  Spouse,
   children and other dependents,

(b) purchase  (excluding  mortgage payments) of the principal  residence for the
Participant,

(c)payment of tuition and related educational  expenses for the next twelve (12)
   months of  post-secondary  education for the Participant,  his or her Spouse,
   children or other dependents, or

(d)the need to prevent  eviction of the Employee  from or a  foreclosure  on the
   mortgage of, the Employee's principal residence.

Furthermore,  the following  conditions must be met in order for a withdrawal to
be authorized:

(e)the  Participant  has  obtained  all   distributions,   other  than  hardship
   distributions,  and all  nontaxable  loans under all plans  maintained by the
   Employer,

(f)all plans  maintained  by the  Employer,  other than  flexible  benefit plans
   under Code  Section 125  providing  for current  benefits,  provide  that the
   Employee's  Elective Deferrals and Voluntary  Contributions will be suspended
   for twelve months after the receipt of the Hardship distribution,

(g)the  distribution  is not in excess of the amount of the  immediate and heavy
   financial need [(a) through (d) above],  including  amounts  necessary to pay
   any federal, state or local income tax or penalties reasonably anticipated to
   result from the distribution, and

(h)all plans  maintained  by the Employer  provide that an Employee may not make
   Elective Deferrals for the Employee'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  taxable  year,  less the amount of such
   Employee's  pre-tax  contributions  for  the  taxable  year  of the  hardship
   distribution.

If a  distribution  is made at a time when a  Participant  has a  nonforfeitable
right  to  less  than  100%  of  the  account   balance  derived  from  Employer
contributions and the Participant may increase the nonforfeitable  percentage in
the account:

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

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

                               X = P [AB + (R * D)] - (R * D)

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

6.10  Order Of Withdrawals

Unless the Participant directs otherwise, withdrawals shall be made:

(a)   First, from amounts attributable to Voluntary Contributions;

(b) Second, from amounts attributable to Rollover Contributions;

(c) Third, from amounts attributable to Transfer Contributions;

(d) Fourth, from amounts attributable to Elective Deferrals;

(e) Fifth, from amounts attributable to Qualified Non-Elective Contributions;

(f) Sixth, from amounts attributable to Qualified Matching Contributions;

(g) Seventh, from amounts attributable to vested matching Contributions; and

(h) Eighth, from amounts attributable to vested Discretionary Contributions.



ARTICLE VII --     DISTRIBUTION REQUIREMENTS

7.1   Joint And Survivor Annuity Requirements

All  distributions  made  under  the terms of this  Plan  must  comply  with the
provisions of Article VIII including, if applicable,  the safe harbor provisions
thereunder.

7.2   Minimum Distribution Requirements

All  distributions  required  under this Article shall be determined and made in
accordance with the minimum distribution  requirements of Code Section 401(a)(9)
and the regulations  thereunder,  including the minimum distribution  incidental
benefit rules found at Regulations Section 1.401(a)(9)-2. The entire interest of
a Participant  must be  distributed or begin to be distributed no later than the
Participant's  Required  Beginning  Date.  Life  expectancy  and  joint and last
survivor life  expectancy  are computed by using the expected  return  multiples
found in Tables V and VI of Regulations Section 1.72-9.

In determining required distributions under the Plan,  Participants and/or their
Spouse  (Surviving  Spouse)  shall have the right to have their life  expectancy
recalculated annually.  Whether the Participant only or both the Participant and
Spouse's lives shall be recalculated shall be determined by the Participant.

7.3   Limits On Distribution Periods

As of the  First  Distribution  Calendar  Year,  distributions  if not made in a
single-sum, may only be made over one of the following periods (or a combination
thereof):

(a)   the life of the Participant,

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

(c)  a  period  certain  not  extending   beyond  the  life  expectancy  of  the
participant, or

(d)a period certain not extending beyond the joint and last survivor  expectancy
   of the Participant and a designated beneficiary.

7.4   Required Distributions On Or After The Required Beginning Date

(a)If a  participant's  benefit  is to be  distributed  over  (1) a  period  not
   extending beyond the life expectancy of the Participant or the joint life and
   last survivor expectancy of the Participant and the Participant's  Designated
   Beneficiary or (2) a period not extending  beyond the life  expectancy of the
   Designated  Beneficiary,  the  amount  required  to be  distributed  for each
   calendar  year,  beginning  with  distributions  for the  First  Distribution
   Calendar  Year,  must at least equal the  quotient  obtained by dividing  the
   Participant's benefit by the Applicable Life Expectancy.

(b)For calendar years beginning before 1989, if the Participant's  Spouse is not
   the Designated  Beneficiary,  the method of  distribution  selected must have
   assured that at least 50% of the Present  Value of the amount  available  for
   distribution was to be paid within the life expectancy of the Participant.

(c)For calendar years  beginning  after 1988, the amount to be distributed  each
   year,  beginning with distributions for the First Distribution  Calendar Year
   shall not be less than the quotient  obtained by dividing  the  Participant's
   benefit by the lesser of (1) the  Applicable  Life  Expectancy  or (2) if the
   Participant's  Spouse  is not  the  Designated  Beneficiary,  the  applicable
   divisor  determined from the table set forth in Q&A-4 of Regulations  Section
   1.401(a)(9)-2.  Distributions  after  the death of the  Participant  shall be
   distributed  using the  Applicable  Life  Expectancy as the relevant  divisor
   without regard to Regulations Section 1.401(a)(9)-2.

(d)The minimum  distribution  required for the Participant's  First Distribution
   Calendar Year must be made on or before the Participant's  Required Beginning
   Date.  The minimum  distribution  for other  calendar  years,  including  the
   minimum  distribution  for  the  Distribution  Calendar  Year  in  which  the
   Participant's  Required  Beginning  Date  occurs,  must be made on or  before
   December 31 of that Distribution Calendar Year.

(e)If the  Participant's  benefit  is  distributed  in the  form  of an  annuity
   purchased from an insurance company,  distributions  thereunder shall be made
   in  accordance  with  the  requirements  of Code  Section  401(a)(9)  and the
   Regulations thereunder.

(f)For purposes of determining the amount of the required  distribution for each
   Distribution  Calendar  Year,  the account  balance to be used is the account
   balance  determined  as of the  last  valuation  preceding  the  Distribution
   Calendar  Year.  This  balance  will  be  increased  by  the  amount  of  any
   contributions  or  forfeitures  allocated  to the account  balance  after the
   valuation  date in such preceding  calendar  year.  Such balance will also be
   decreased by  distributions  made after the Valuation  Date in such preceding
   Calendar Year.

(g)For  purposes  of  subparagraph   7.4(f),  if  any  portion  of  the  minimum
   distribution for the First  Distribution  Calendar Year is made in the second
   Distribution  Calendar  Year on or before the Required  Beginning  Date,  the
   amount of the minimum  distribution made in the second Distribution  Calendar
   Year  shall be treated  as if it had been made in the  immediately  preceding
   Distribution Calendar Year.

7.5   Required Beginning Date

(a)General Rule.  The Required  Beginning Date of a Participant is the first day
   of April of the  calendar  year  following  the  calendar  year in which  the
   Participant attains age 70-1/2.

(b)Transitional  Rules. The Required Beginning Date of a Participant who attains
   age 70-1/2 before 1988,  shall be  determined  in accordance  with (1) or (2)
   below:

(1)   Non-5-percent  owners. The Required Beginning Date of a Participant who is
      not a  5-percent  owner is the  first  day of April of the  calendar  year
      following the calendar year in which the later of retirement or attainment
      of age 70-1/2 occurs.  In the case of a Participant who is not a 5-percent
      owner who  attains  age 70-1/2  during  1988 and who has not retired as of
      January 1, 1989, the Required Beginning Date is April 1, 1990.

(2)   5-percent  owners.  The Required  Beginning Date of a Participant who is a
      5-percent  owner during any year beginning after 1979, is the first day of
      April following the later of:

(i)   the calendar year in which the Participant attains age 70-1/2, or

(ii)     the  earlier of the  calendar  year with or within  which ends the plan
         year in  which  the  Participant  becomes  a  5-percent  owner,  or the
         calendar year in which the Participant retires.

(c)A Participant is treated as a 5-percent  owner for purposes of this Paragraph
   if such  Participant  is a 5-percent  owner as defined in Code Section 416(i)
   (determined in accordance with Code Section 416 but without regard to whether
   the Plan is Top-Heavy) at any time during the Plan Year ending with or within
   the calendar  year in which such Owner  attains age 66-1/2 or any  subsequent
   Plan Year.

(d)Once  distributions  have begun to a 5-percent  owner  under this  paragraph,
   they must continue to be distributed,  even if the Participant ceases to be a
   5-percent owner in a subsequent year.

7.6   Transitional Rule

(a)Notwithstanding  the other  requirements  of this  Article and subject to the
   requirements  of  Article  VIII,  Joint and  Survivor  Annuity  Requirements,
   distribution on behalf of any Employee,  including a 5-percent  owner, may be
   made in accordance with all of the following requirements (regardless of when
   such distribution commences):

(1)   The  distribution  by the Trust is one which  would not have  disqualified
      such Trust under Code Section 401(a)(9) as in effect prior to amendment by
      the Deficit Reduction Act of 1984.

(2)   The distribution is in accordance with a method of distribution designated
      by the Employee  whose interest in the Trust is being  distributed  or, if
      the Employee is deceased, by a beneficiary of such Employee.

(3)   Such  designation  was in  writing,  was  signed  by the  Employee  or the
      beneficiary, and was made before 1984.

(4) The Employee had accrued a benefit under the Plan as of December 31, 1983.

(5)   The method of  distribution  designated by the Employee or the beneficiary
      specifies the time at which  distribution  will commence,  the period over
      which distributions will be made, and in the case of any distribution upon
      the Employee's death, the beneficiaries of the Employee listed in order of
      priority.

(b)A  distribution  upon death will not be  covered  by this  transitional  rule
   unless the information in the designation  contains the required  information
   described above with respect to the  distributions  to be made upon the death
   of the Employee.

(c)For any  distribution  which commences before 1984, but continues after 1983,
   the Employee or the  beneficiary,  to whom such  distribution  is being made,
   will be presumed to have  designated the method of  distribution  under which
   the distribution is being made if the method of distribution was specified in
   writing and the  distribution  satisfies the  requirements  in  subparagraphs
   (a)(1) and (5) above.

(d)If a designation  is revoked,  any subsequent  distribution  must satisfy the
   requirements of Code Section 401(a)(9) and the regulations  thereunder.  If a
   designation is revoked  subsequent to the date  distributions are required to
   begin,  the Trust must  distribute by the end of the calendar year  following
   the  calendar  year in which the  revocation  occurs the total amount not yet
   distributed  which  would  have been  required  to have been  distributed  to
   satisfy Code Section  401(a)(9) and the regulations  thereunder,  but for the
   section 242(b)(2) election of the Tax Equity and Fiscal Responsibility Act of
   1982. For calendar years beginning after 1988, such  distributions  must meet
   the  minimum   distribution   incidental  benefit   requirements  in  section
   1.401(a)(9)-2 of the Income Tax  Regulations.  Any changes in the designation
   will be considered to be a revocation of the designation.  However,  the mere
   substitution  or  addition  of  another  beneficiary  (one  not  named in the
   designation)  under the designation will not be considered to be a revocation
   of the designation,  so long as such  substitution or addition does not alter
   the period  over which  distributions  are to be made under the  designation,
   directly or  indirectly  (for  example,  by altering the  relevant  measuring
   life).  In the case in which an amount is transferred or rolled over from one
   plan to  another  plan,  the rules in Q&A J-2 and Q&A J-3 of the  regulations
   shall apply.

7.7   Designation Of Beneficiary For Death Benefit

Each  Participant  shall  file a written  designation  of  beneficiary  with the
Employer upon qualifying for  participation in this Plan. Such designation shall
remain in force until  revoked by the  Participant  by filing a new  beneficiary
form with the Employer.  The  Participant  may elect to have a portion of his or
her account balance invested in an insurance contract.  If an insurance contract
is purchased under the Plan, the Trustee must be named as Beneficiary  under the
terms of the contract. However, the Participant shall designate a Beneficiary to
receive  the  proceeds  of the  contract  after  settlement  is  received by the
Trustee.  Under a  profit-sharing  plan satisfying the requirements of paragraph
8.7, the Designated Beneficiary shall be the Participant's  Surviving Spouse, if
any, unless such Spouse properly consents otherwise.

7.8   Nonexistence Of Beneficiary

Any portion of the amount payable  hereunder which is not disposed of because of
the Participant's or former Participant's failure to designate a beneficiary, or
because all of the Designated Beneficiaries  predeceased the Participant,  shall
be paid to his or her Spouse.  If the  Participant  had no Spouse at the time of
death, payment shall be made to the personal representative of his or her estate
in a lump sum.

7.9   Distribution Beginning Before Death

If the Participant dies after distribution of his or her interest has begun, the
remaining  portion of such interest will continue to be  distributed at least as
rapidly  as  under  the  method  of   distribution   being  used  prior  to  the
Participant's death.

7.10  Distribution Beginning After Death

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

(a)If any  portion of the  Participant's  interest  is  payable to a  Designated
   Beneficiary, distributions may be made over the life or over a period certain
   not greater than the life expectancy of the Designated Beneficiary commencing
   on or before  December 31 of the  calendar  year  immediately  following  the
   calendar year in which the Participant died;

(b)If the Designated  Beneficiary is the  Participant's  surviving  Spouse,  the
   date  distributions  are required to begin in accordance with (a) above shall
   not be  earlier  than  the  later of (1)  December  31 of the  calendar  year
   immediately  following the calendar year in which the participant died or (2)
   December 31 of the calendar year in which the Participant would have attained
   age 70-1/2.

If the Participant  has not made an election  pursuant to this paragraph 7.10 by
the time of his or her death,  the  Participant's  Designated  Beneficiary  must
elect the method of distribution no later than the earlier of (1) December 31 of
the calendar year in which  distributions  would be required to begin under this
section,  or (2)  December  31 of the  calendar  year which  contains  the fifth
anniversary of the date of death of the  participant.  If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not elect a method
of distribution,  then distribution of the Participant's entire interest must be
completed by December 31 of the calendar year  containing the fifth  anniversary
of the Participant's death.

For  purposes  of  this  paragraph  if  the  Surviving  Spouse  dies  after  the
Participant,  but before  payments to such Spouse begin,  the provisions of this
paragraph  with the exception of paragraph  (b) therein,  shall be applied as if
the Surviving  Spouse were the  Participant.  For the purposes of this paragraph
and paragraph 7.9,  distribution  of a  Participant's  interest is considered to
begin  on the  Participant's  Required  Beginning  Date  (or,  if the  preceding
sentence  is  applicable,  the date  distribution  is  required  to begin to the
Surviving  Spouse).  If  distribution  in the form of an  annuity  described  in
paragraph 7.4(e)  irrevocably  commences to the Participant  before the Required
Beginning  Date,  the  date  distribution  is  considered  to  begin is the date
distribution actually commences.

For purposes of  paragraph  7.9 and this  paragraph,  if an amount is payable to
either a minor or an individual who has been declared incompetent,  the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent  individual,  unless the court  which  appointed  the  guardian  has
ordered otherwise.

7.11  Distribution Of Excess Elective Deferrals

(a)Notwithstanding  any other provision of the Plan,  Excess Elective  Deferrals
   plus any income and minus any loss allocable thereto, shall be distributed no
   later than April 15, 1988, and each April 15 thereafter,  to  Participants to
   whose  accounts  Excess  Elective  Deferrals were allocated for the preceding
   taxable year, and who claim Excess Elective  Deferrals for such taxable year.
   Excess  Elective  Deferrals  shall be treated as Annual  Additions  under the
   plan,  unless such amounts are distributed no later than the first April 15th
   following  the close of the  Participant's  taxable  year. A  Participant  is
   deemed to notify the Plan Administrator of any Excess Elective Deferrals that
   arise by taking into account only those Elective  Deferrals made to this Plan
   and any other plans of this Employer.

(b)Furthermore,   a  Participant  who  participates  in  another  plan  allowing
   Elective Deferrals may assign to this Plan any Excess Elective Deferrals made
   during a taxable year of the Participant, by notifying the Plan Administrator
   of  the  amount  of  the  Excess  Elective  Deferrals  to  be  assigned.  The
   Participant's  claim  shall be in  writing;  shall be  submitted  to the Plan
   Administrator  not later than March 1 of each year;  shall specify the amount
   of the  Participant's  Excess  Elective  Deferrals for the preceding  taxable
   year; and shall be accompanied by the Participant's written statement that if
   such amounts are not distributed,  such Excess Elective Deferrals, when added
   to amounts  deferred  under other  plans or  arrangements  described  in Code
   Sections 401(k),  408(k) [Simplified  Employee Pensions],  or 403(b) [annuity
   programs for public  schools and  charitable  organizations]  will exceed the
   $7,000 limit as adjusted under Code Section 415(d) imposed on the Participant
   by Code Section 402(g) for the year in which the deferral occurred.

(c)Excess Elective  Deferrals shall be adjusted for any income or loss up to the
   end of the taxable  year,  during which such excess was  deferred.  Income or
   loss  will be  calculated  under  the  method  used to  calculate  investment
   earnings  and losses  elsewhere in the Plan or any other  reasonable  method.
   Whichever  method is selected shall be used for all  Participants and for all
   corrective distributions made from the Plan for the Plan Year.

(d)If the Participant  receives a return of his or her Elective  Deferrals,  the
   amount of such  contributions  which are  returned  must be brought  into the
   Employee's taxable income.

7.12  Distributions of Excess Contributions

(a)Notwithstanding any other provision of this Plan, Excess Contributions,  plus
   any income and minus any loss  allocable  thereto,  shall be  distributed  no
   later than the last day of each Plan Year to  Participants  to whose accounts
   such Excess Contributions were allocated for the preceding Plan Year. If such
   excess amounts are  distributed  more than 2-1/2 months after the last day of
   the Plan Year in which such excess  amounts  arose, a ten (10) percent excise
   tax will be imposed on the Employer maintaining the Plan with respect to such
   amounts.  Such distributions shall be made to Highly Compensated Employees on
   the basis of the respective portions of the Excess Contributions attributable
   to each of such  Employees.  Excess  Contributions  of  Participants  who are
   subject to the Family  Member  aggregation  rules of Code  Section  414(q)(6)
   shall be allocated  among the Family  Members in  proportion  to the Elective
   Deferrals (and amounts  treated as Elective  Deferrals) of each Family Member
   that is combined to determine the Average Deferral Percentage.

(b)Excess  Contributions   (including  the  amounts  recharacterized)  shall  be
   treated as Annual Additions under the Plan.

(c)Excess  Contributions  shall be adjusted for any income or loss up to the end
   of the Plan Year.  Income or loss will be calculated under the method used to
   calculate investment earnings and losses elsewhere in the Plan.

(d)Excess  Contributions  shall be distributed from the  Participant's  Elective
   Deferral account and Qualified Matching  Contribution account (if applicable)
   in proportion to the Participant's  Elective Deferrals and Qualified Matching
   Contributions  (to the extent used in the ADP test) for the Plan Year. Excess
   Contributions   shall  be  distributed  from  the   Participant's   Qualified
   Non-Elective  Contribution  account  only  to the  extent  that  such  Excess
   Contributions  exceed the  balance  in the  Participant's  Elective  Deferral
   account and Qualified Matching Contribution account.

7.13  Distribution Of Excess Aggregate Contributions

(a)Notwithstanding   any  other  provision  of  this  Plan,   Excess   Aggregate
   Contributions, plus any income and minus any loss allocable thereto, shall be
   forfeited, if forfeitable,  or if not forfeitable,  distributed no later than
   the last day of each Plan Year to  Participants to whose accounts such Excess
   Aggregate  Contributions  were allocated for the preceding Plan Year.  Excess
   Aggregate Contributions shall be allocated to Participants who are subject to
   the Family Member  aggregation  rules of Code Section 414(q)(6) in the manner
   prescribed by the regulations.

   If such Excess Aggregate Contributions are distributed more than 2-1/2 months
   after the last day of the Plan Year in which such excess amounts arose, a ten
   (10) percent excise tax will be imposed on the Employer  maintaining the Plan
   with  respect  to those  amounts.  Excess  Aggregate  Contributions  shall be
   treated as Annual Additions under the plan.

(b)Excess  Aggregate  Contributions  shall be adjusted for any income or loss up
   to the end of the Plan Year. The income or loss allocable to Excess Aggregate
   Contributions is the sum of income or loss for the Plan Year allocable to the
   Participant's  Voluntary Contribution account,  Matching Contribution account
   (if any,  and if all  amounts  therein  are not used in the ADP test) and, if
   applicable, Qualified Non-Elective Contribution account and Elective Deferral
   account. Income or loss will be calculated under the method used to calculate
   investment earnings and losses elsewhere in the Plan.

(c)Forfeitures of Excess  Aggregate  Contributions  may either be reallocated to
   the  accounts  of  non-Highly  Compensated  Employees  or  applied  to reduce
   Employer contributions, as elected by the employer in the Adoption Agreement.

(d)Excess  Aggregate  Contributions  shall be  forfeited  if such  amount is not
   vested. If vested, such excess shall be distributed in the following order:

(i)   First, from the Participant's Voluntary Contribution account;

(ii) Second, from the Participant's Matching Contribution account; and

(iii) Third, from the Participant's  Qualified Matching Contribution account (if
applicable).



ARTICLE VIII --    JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1   Applicability Of Provisions

The  provisions of this Article shall apply to any  Participant  who is credited
with at least one Hour of Service  with the Employer on or after August 23, 1984
and such other Participants as provided in paragraph 8.8.

8.2   Payment Of Qualified Joint And Survivor Annuity

Unless an optional form of benefit is selected pursuant to a Qualified  Election
within  the  90-day  period  ending  on the  Annuity  Starting  Date,  a married
Participant's  Vested  Account  Balance  will be paid in the form of a Qualified
Joint and Survivor Annuity and an unmarried Participant's Vested Account Balance
will be paid in the form of a life annuity.  The  Participant  may elect to have
such annuity  distributed  upon attainment of the Early Retirement Age under the
Plan.

8.3   Payment Of Qualified Pre-Retirement Survivor Annuity

Unless an optional form of benefit has been selected  within the Election Period
pursuant to a Qualified  Election,  if a Participant  dies before  benefits have
commenced then the  Participant's  vested  account  balance shall be paid in the
form of an annuity for the life of the Surviving  Spouse.  The Surviving  Spouse
may elect to have such annuity  distributed within a reasonable period after the
Participant's death.

A Participant who does not meet the age 35 requirement set forth in the Election
Period  as of the end of any  current  Plan  Year may make a  special  qualified
election to waive the qualified  Pre-retirement  Survivor Annuity for the period
beginning  on the date of such  election and ending on the first day of the Plan
Year in which the  Participant  will attain age 35. Such  election  shall not be
valid unless the  Participant  receives a written  explanation  of the Qualified
Pre-retirement  Survivor  Annuity  in  such  terms  as  are  comparable  to  the
explanation  required under  paragraph 8.5.  Qualified  Pre-retirement  Survivor
Annuity  coverage  will be  automatically  reinstated as of the first day of the
Plan Year in which the  Participant  attains  age 35. Any new waiver on or after
such date shall be subject to the full requirements of this Article.

8.4   Qualified Election

A  Qualified  Election is an  election  to either  waive a  Qualified  Joint and
Survivor  Annuity  or a  qualified  pre-retirement  survivor  annuity.  Any such
election shall not be effective unless:

(a)   the Participant's Spouse consents in writing to the election;

(b)the  election  designates  a  specific  beneficiary,  including  any class of
   beneficiaries  or any  contingent  beneficiaries,  which  may not be  changed
   without spousal consent (or the Spouse expressly permits  designations by the
   Participant without any further spousal consent);

(c)   the Spouse's consent acknowledges the effect of the election; and

(d) the Spouse's consent is witnessed by a Plan representative or notary public.

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election  designates a form of benefit payment
which may not be  changed  without  spousal  consent  (or the  Spouse  expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election.   Any  consent  by  a  Spouse   obtained   under  this  provision  (or
establishment  that  the  consent  of a  Spouse  may not be  obtained)  shall be
effective only with respect to such Spouse. A consent that permits  designations
by the  Participant  without any  requirement of further  consent by such Spouse
must  acknowledge  that the Spouse has the right to limit  consent to a specific
beneficiary,  and a specific  form of  benefit  where  applicable,  and that the
Spouse  voluntarily  elects  to  relinquish  either  or both of such  rights.  A
revocation of a prior waiver may be made by a Participant without the consent of
the  Spouse at any time  before  the  commencement  of  benefits.  The number of
revocations shall not be limited. No consent obtained under this provision shall
be valid unless the  Participant  has received  notice as provided in paragraphs
8.5 and 8.6 below.

8.5   Notice Requirements For Qualified Joint And Survivor Annuity

In the case of a Qualified Joint and Survivor  Annuity,  the Plan  Administrator
shall,  no less  than 30 days  and no more  than 90 days  prior  to the  Annuity
Starting date, provide each Participant a written explanation of:

(a)   the terms and conditions of a Qualified Joint and Survivor Annuity;

(b)the  Participant's  right to make and the effect of an  election to waive the
   Qualified Joint and Survivor Annuity form of benefit;

(c)   the rights of a Participant's Spouse; and

(d)the right to make, and the effect of, a revocation of a previous  election to
   waive the Qualified Joint and Survivor Annuity.

8.6   Notice Requirements For Qualified Pre-Retirement Survivor Annuity

In the case of a  qualified  pre-retirement  survivor  annuity as  described  in
paragraph 8.3, the Plan Administrator  shall provide each Participant within the
applicable  period for such  Participant a written  explanation of the qualified
pre-retirement  survivor  annuity in such  terms and in such  manner as would be
comparable to the explanation provided for meeting the requirements of paragraph
8.5 applicable to a Qualified Joint and Survivor Annuity.  The applicable period
for a Participant is whichever of the following periods ends last:

(a)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;

(b) a reasonable period ending after the individual becomes a Participant;

(c)a  reasonable   period  ending  after  this  Article  first  applies  to  the
   Participant.  Notwithstanding the foregoing, notice must be provided within a
   reasonable  period  ending  after  separation  from  Service in the case of a
   Participant who separates from Service before attaining age 35.

For purposes of applying the  preceding  paragraph,  a reasonable  period ending
after the  events  described  in (b) and (c) is the end of the  two-year  period
beginning  one-year  prior to the date the applicable  event occurs,  and ending
one-year  after that  date.  In the case of a  Participant  who  separates  from
Service  before  the Plan  Year in which  age 35 is  attained,  notice  shall be
provided within the two-year  period  beginning one year prior to separation and
ending one year after separation.  If such a Participant subsequently returns to
employment with the Employer,  the applicable  period for such Participant shall
be re-determined.

8.7   Special Safe-Harbor Exception For Certain Profit-Sharing Plans

(a)This paragraph shall apply to a Participant in a profit-sharing  plan, and to
   any  distribution,  made on or after the  first  day of the  first  plan year
   beginning after 1988, from or under a separate account attributable solely to
   Qualified Voluntary  contributions,  as maintained on behalf of a Participant
   in a money  purchase  pension plan,  (including a target benefit plan) if the
   following conditions are satisfied:

(1)   the Participant does not or cannot elect payments in the form of a life
      annuity; and

(2)   on the death of a Participant,  the  Participant's  Vested Account Balance
      will be paid to the  Participant's  Surviving  Spouse,  but if there is no
      Surviving  Spouse,  or if the  Surviving  Spouse has consented in a manner
      conforming to a Qualified Election,  then to the Participant's  Designated
      Beneficiary.

The  Surviving  Spouse  may elect to have  distribution  of the  Vested  Account
Balance   commence   within  the  90-day  period   following  the  date  of  the
Participant's  death.  The account balance shall be adjusted for gains or losses
occurring after the Participant's death in accordance with the provisions of the
Plan  governing  the   adjustment  of  account   balances  for  other  types  of
distributions.  These safe-harbor rules shall not be operative with respect to a
Participant  in a  profit-sharing  plan if that  plan is a  direct  or  indirect
transferee of a Defined  Benefit Plan,  money  purchase  plan, a target  benefit
plan, stock bonus plan, or profit-sharing  plan which is subject to the survivor
annuity  requirements of Code Section 401(a)(11) and Code Section 417, and would
therefore  have a  Qualified  Joint and  Survivor  Annuity as its normal form of
benefit.

(b)The  Participant  may waive  the  spousal  death  benefit  described  in this
   paragraph at any time provided that no such waiver shall be effective  unless
   it satisfies the conditions  (described in paragraph 8.4) that would apply to
   the Participant's waiver of the Qualified Pre-Retirement Survivor Annuity.
(c)If this  paragraph  8.7 is  operative,  then  all  other  provisions  of this
   Article other than paragraph 8.8 are inoperative.

8.8   Transitional Joint And Survivor Annuity Rules

Special  transition rules apply to Participants who were not receiving  benefits
on August 23, 1984.

(a)Any living  Participant not receiving  benefits on August 23, 1984, who would
   otherwise not receive the benefits  prescribed by the previous  paragraphs of
   this  Article,  must be given  the  opportunity  to  elect to have the  prior
   paragraphs  of this Article  apply if such  Participant  is credited  with at
   least one Hour of  Service  under this Plan or a  predecessor  Plan in a Plan
   Year beginning on or after January 1, 1976 and such  Participant had at least
   10 Years of  Service  for  vesting  purposes  when he or she  separated  from
   Service.

(b)Any living  Participant  not receiving  benefits on August 23, 1984,  who was
   credited  with at least one Hour of Service  under this Plan or a predecessor
   Plan on or after  September 2, 1974,  and who is not otherwise  credited with
   any Service in a Plan Year  beginning  on or after  January 1, 1976,  must be
   given the  opportunity  to have his or her benefits paid in  accordance  with
   paragraph 8.9.

(c)The  respective  opportunities  to elect [as  described in (a) and (b) above]
   must be afforded to the appropriate Participants during the period commencing
   on August 23, 1984 and ending on the date benefits would  otherwise  commence
   to said Participants.

8.9   Automatic Joint And Survivor Annuity And Early Survivor Annuity

Any Participant who has elected pursuant to paragraph 8.8(b) and any Participant
who does not elect  under  paragraph  8.8(a) or who  meets the  requirements  of
paragraph  8.8(a),  except that such Participant does not have at least 10 years
of vesting Service when he or she separates from Service,  shall have his or her
benefits  distributed in accordance  with all of the following  requirements  if
benefits would have been payable in the form of a life annuity.

(a)Automatic  Joint and  Survivor  Annuity.  If  benefits  in the form of a life
   annuity become payable to a married Participant who:

(1) begins to receive payments under the Plan on or after Normal Retirement Age,
or

(2) dies on or after Normal Retirement Age while still working for the Employer,
or

(3) begins to receive  payments on or after the Qualified Early  Retirement Age,
or

(4)   separates  from Service on or after  attaining  Normal  Retirement (or the
      Qualified  Early  Retirement  Age) and after  satisfying  the  eligibility
      requirements  for the  payment of benefits  under the Plan and  thereafter
      dies before beginning to receive such benefits, then such benefits will be
      received  under this Plan in the form of a  Qualified  Joint and  Survivor
      Annuity,  unless the Participant has elected otherwise during the Election
      Period.  The  Election  Period  must  begin at least 6 months  before  the
      Participant  attains  Qualified Early Retirement Age and end not more than
      90 days before the  commencement  of  benefits.  Any  election  will be in
      writing and may be changed by the Participant at any time.

(b)Election of Early  Survivor  Annuity.  A  Participant  who is employed  after
   attaining the Qualified Early Retirement Age will be given the opportunity to
   elect,  during the Election  Period,  to have a survivor  annuity  payable on
   death. If the Participant  elects the survivor  annuity,  payments under such
   annuity must not be less than the payments  which would have been made to the
   Spouse under the Qualified Joint and Survivor  Annuity if the Participant had
   retired on the day before his or her death. Any election under this provision
   will be in writing and may be changed by the Participant at any time.
   The Election Period begins on the later of:

(1)   the 90th day before the Participant attains the Qualified Early Retirement
      Age, or

(2)   the  date  on  which  participation  begins,  and  ends  on the  date  the
      Participant terminates employment.

8.10  Annuity Contracts

Any annuity contract  distributed under this Plan must be  nontransferable.  The
terms  of any  annuity  contract  purchased  and  distributed  by the  Plan to a
Participant or Spouse shall comply with the requirements of this Plan.



ARTICLE IX --      VESTING

9.1   Employee Contributions

A Participant shall always have a 100% vested and nonforfeitable interest in his
or  her  Elective  Deferrals,   Voluntary  Contributions,   Qualified  Voluntary
Contributions,  Rollover  Contributions,  and  Transfer  Contributions  plus the
earnings thereon. No forfeiture of Employer related contributions (including any
minimum  contributions  made under paragraph 14.2) will occur solely as a result
of an Employee's withdrawal of any Employee
contributions.

9.2   Employer Contributions

A Participant shall acquire a vested and  nonforfeitable  interest in his or her
account  attributable  to Employer  contributions  in accordance  with the table
selected  in the  Adoption  Agreement,  provided  that if a  Participant  is not
already fully vested, he or she shall become so upon attaining Normal Retirement
Age, Early  Retirement Age, on death prior to normal  retirement,  on retirement
due to Disability, or on termination of the Plan. If no table is selected in the
Adoption  Agreement,  an  Employee  shall  acquire a vested  and  nonforfeitable
interest  in  his or her  account  attributable  to  Employer  contributions  in
accordance  with the following  percentages:  20% after 2 Years Of Service,  20%
additional  for each of the  following  Years Of Service,  reaching 100% after 6
Years Of Service with the Employer.

9.3   Computation Period

The computation  period for purposes of determining  Years of Service and Breaks
in Service for purposes of computing a Participant's nonforfeitable right to his
or her account  balance  derived from Employer  contributions  shall be the Plan
Year. In the event a former  Participant  with no vested  interest in his or her
Employer  contribution  account  requalifies for participation in the Plan after
incurring a Break in Service,  such  Participant  shall be credited  for vesting
with all pre-break and post-break Service.

9.4   Requalification Prior To Five Consecutive One-Year Breaks In Service

The  account  balance of such  Participant  shall  consist of any  undistributed
amount in his or her  account  as of the date of  re-employment  plus any future
contributions added to such account plus the investment earnings on the account.
The  vested  account  balance  of  such  Participant   shall  be  determined  by
multiplying  the   Participant's   account  balance  (adjusted  to  include  any
distribution or redeposit made under paragraph 6.3) by such Participant's vested
percentage.  All Service of the  Participant,  both prior to and  following  the
break, shall be counted when computing the Participant's vested percentage.

9.5   Requalification After Five Consecutive One-Year Breaks In Service

If such Participant is not fully vested upon re-employment,  a new account shall
be established  for such  Participant to separate his or her deferred vested and
nonforfeitable  account,  if any, from the account to which new allocations will
be made. The  Participant's  deferred  account to the extent  remaining shall be
fully  vested and shall  continue to share in  earnings  and losses of the Fund.
When  computing  the  Participant's  vested  portion  of the  new  account,  all
pre-break and post-break Service shall be counted. However, notwithstanding this
provision,  no such former  Participant  who has had five  consecutive  one-year
Breaks in Service shall acquire a larger vested and  nonforfeitable  interest in
his or her prior account balance as a result of requalification hereunder.

9.6   Calculating Vested Interest

A  Participant's  vested and  nonforfeitable  interest  shall be  calculated  by
multiplying the fair market value of his or her account attributable to Employer
contributions  on the  Valuation  Date  preceding  distribution  by the  decimal
equivalent  of the vested  percentage  as of his or her  termination  date.  The
amount  attributable to Employer  contributions  for purposes of the calculation
includes amounts previously paid out pursuant to paragraph 6.3 and not repaid if
the non-vested  portion has not been  forfeited.  The  Participant's  vested and
nonforfeitable  interest,  once  calculated  above,  shall be reduced to reflect
those  amounts  previously  paid out to the  Participant  and not  repaid by the
Participant.  The Participant's vested and nonforfeitable interest so determined
shall continue to share in the investment  earnings and any increase or decrease
in the fair  market  value of the Fund up to the  Valuation  Date  preceding  or
coinciding with payment.

9.7   Forfeitures

Any balance in the account of a Participant  who has  separated  from Service to
which  he or she is not  entitled  under  the  foregoing  provisions,  shall  be
forfeited and applied as provided in the Adoption  Agreement.  A forfeiture  may
only occur if the  Participant  has received a distribution  from the Plan or if
the  Participant  has  incurred  five  consecutive  1-year  Breaks  in  Service.
Furthermore,  a Highly  Compensated  Employee's  Matching  Contributions  may be
forfeited,  even if vested, if the contributions to which they relate are Excess
Deferrals, Excess Contributions or Excess Aggregate Contributions.

9.8   Amendment Of Vesting Schedule

No  amendment to the Plan shall have the effect of  decreasing  a  Participant's
vested interest  determined  without regard to such amendment as of the later of
the date such amendment is adopted or the date it becomes effective. Further, if
the vesting  schedule of the Plan is amended,  or the Plan is amended in any way
that  directly  or  indirectly  affects  the  computation  of any  Participant's
nonforfeitable  percentage  or if the Plan is  deemed  amended  by an  automatic
change to or from a Top-Heavy vesting  schedule,  each Participant with at least
three Years of Service with the Employer may elect,  within a reasonable  period
after  the  adoption  of the  amendment,  to  have  his  or  her  nonforfeitable
percentage  computed  under  the Plan  without  regard  to such  amendment.  For
Participants  who do not have at  least  one Hour of  Service  in any Plan  Year
beginning  after 1988, the preceding  sentence shall be applied by  substituting
"Five  Years of  Service"  for "Three  Years of  Service"  where  such  language
appears.  The period  during which the election may be made shall  commence with
the date the amendment is adopted and shall end on the later of:

(a)   60 days after the amendment is adopted;

(b) 60 days after the amendment becomes effective; or

(c)60 days after the  Participant  is issued  written notice of the amendment by
   the Employer or the Trustee.  If the Trustee is asked to so notify,  the Fund
   will be charged for the costs thereof.

No amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant's  accrued  benefit.  Notwithstanding  the preceding
sentence, a Participant's account balance may be reduced to the extent permitted
under  section  412(c)(8) of the Code  (relating to  financial  hardships).  For
purposes of this paragraph,  a Plan amendment which has the effect of decreasing
a Participant's account balance or eliminating an optional form of benefit, with
respect to  benefits  attributable  to service  before the  amendment,  shall be
treated as reducing an accrued benefit.

9.9   Service With Controlled Groups

All Years of Service with other  members of a controlled  group of  corporations
[as defined in Code Section  414(b)],  trades or businesses under common control
[as defined in Code Section 414(c)],  or members of an affiliated  service group
[as  defined  in Code  Section  414(m)]  shall be  considered  for  purposes  of
determining a Participant's nonforfeitable percentage.



ARTICLE X --       LIMITATIONS ON ALLOCATIONS AND ANTIDISCRIMINATION TESTING

10.1  Participation In This Plan Only
If the Participant does not participate in and has never participated in another
qualified  plan, a Welfare  Benefit  Fund (as defined in  paragraph  1.89) or an
individual  medical  account,  as  defined  in  Code  Section  415(l)(2),  or  a
Simplified Employee Pension Plan, as defined in Code Section 408(k),  maintained
by the  adopting  Employer,  which  provides  an Annual  Addition  as defined in
paragraph  1.4,  the amount of Annual  Additions  which may be  credited  to the
Participant's  account for any Limitation Year will not exceed the lesser of the
Maximum  Permissible  Amount or any other limitation  contained in this Plan. If
the Employer  contribution  that would  otherwise be contributed or allocated to
the  Participant's  account would cause the Annual  Additions for the Limitation
Year to exceed  the  Maximum  Permissible  Amount,  the  amount  contributed  or
allocated will be reduced so that the Annual  Additions for the Limitation  Year
will  equal  the  Maximum   Permissible   Amount.   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  estimate of the Participant's  Compensation for the Limitation Year,
uniformly  determined for all  Participants  similarly  situated.  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.

10.2  Disposition Of Excess Annual Additions

If,  pursuant to paragraph 10.1 or as a result of the allocation of forfeitures,
there is an Excess  Amount,  the  excess  will be  disposed  of under one of the
following  methods as  determined in the Adoption  Agreement.  If no election is
made in the Adoption Agreement then method "(a)" below shall apply.

(a)   Suspense Account Method

(1)   Any Elective Deferrals and nondeductible Employee Voluntary Contributions,
      to the extent they would reduce the Excess Amount, will be returned to the
      Participant;

(2)   If after the  application  of paragraph (1) 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;

(3)   If after the  application  of paragraph (1) an Excess Amount still exists,
      and  the  Participant  is not  covered  by  the  Plan  at  the  end of the
      Limitation  Year, the Excess Amount will be held unallocated in a suspense
      account.  The suspense  account will be applied to reduce future  Employer
      contributions  (including allocation of any forfeitures) for all remaining
      Participants in the next Limitation  Year, and each succeeding  Limitation
      Year if necessary;

(4)   If a suspense  account is in existence  at any time during the  Limitation
      Year pursuant to this paragraph, 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 Limitation  Year.  Excess amounts may not be distributed
      to Participants or former Participants.

(b)   Spillover Method

(1)   Any Elective Deferrals and nondeductible Employee Voluntary Contributions,
      to the extent they would reduce the Excess Amount, will be returned to the
      Participant.

(2)   Any Excess Amount which would be allocated to the account of an individual
      Participant  under the Plan's  allocation  formula will be  reallocated to
      other Participants in the same manner as other Employer contributions.  No
      such  reallocation  shall be made to the extent  that it will result in an
      Excess Amount being created in such Participant's own account.

(3)   To the extent that amounts cannot be reallocated under (1) above, the
      suspense account provisions of (a) above will apply.

10.3  Participation In This Plan And Another Qualified Master and Prototype
      Defined Contribution Plan, Welfare Benefit Fund, Individual Medical
      Account Or Simplified Employee Pension Plan Maintained By The Employer

The Annual Additions which may be credited to a Participant's account under this
Plan for any  Limitation  Year will not exceed the  Maximum  Permissible  Amount
reduced by the Annual  Additions  credited to a Participant's  account under the
other qualified Master or Prototype Defined  Contribution Plans, Welfare Benefit
Funds, and individual medical accounts as defined in Code Section 415(l)(2),  or
Simplified Employee Pension Plan,  maintained by the Employer,  which provide an
Annual Addition as defined in paragraph 1.4 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  account 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 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. 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
paragraph  10.1.  As  soon as  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.

10.4  Disposition Of Excess Annual Additions Under Two Plans

If,  pursuant to paragraph 10.3 or as a result of  forfeitures,  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
Simplified  Employee  Pension Plan will be deemed to have been allocated  first,
followed  by  Annual  Additions  attributable  to  a  Welfare  Benefit  Fund  or
Individual  Medical Account as defined in Code Section  415(l)(2)  regardless of
the actual  allocation  date. 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:

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

(b)   the ratio of:

(1)   the Annual Additions  allocated to the Participant for the Limitation Year
      as of such date under the 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  Master or
      Prototype Defined Contribution Plans.

Any Excess  Amount  attributed  to this Plan will be  disposed  of in the manner
described in paragraph 10.2.

10.5  Participation In This Plan And Another Defined Contribution Plan Which Is
      Not A Qualified Master Or Prototype Plan

If the Participant is covered under another qualified Defined  Contribution Plan
maintained by the Employer  which is not a qualified  Master or 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 paragraphs 10.3
and 10.4 as though the other plan were a Master or  Prototype  Plan,  unless the
Employer provides other limitations in the Adoption Agreement.

10.6  Participation In This Plan And A Defined Benefit Plan

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.  For any Plan Year during which the Plan is
Top-Heavy,  the Defined Benefit and Defined Contribution Plan Fractions shall be
calculated in accordance  with Code Section 416(h).  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 provisions set forth in the Adoption
Agreement.

10.7  Average Deferral Percentage (ADP) Test

With respect to any Plan Year, the Average Deferral  Percentage for Participants
who are Highly  Compensated  Employees and the Average  Deferral  Percentage for
Participants  who are non-Highly  Compensated  Employees must satisfy one of the
following tests:

(a)Basic Test - The Average Deferral  Percentage for Participants who are Highly
   Compensated  Employees  for the Plan  Year is not more  than  1.25  times the
   Average Deferral  Percentage for Participants who are non-Highly  Compensated
   Employees for the same Plan Year, or

(b)Alternative Test - The Average  Deferral  Percentage for Participants who are
   Highly  Compensated  Employees  for the Plan Year does not exceed the Average
   Deferral Percentage for Participants who are non-Highly Compensated Employees
   for the same Plan Year by more than 2  percentage  points  provided  that the
   Average  Deferral  Percentage  for  Participants  who are Highly  Compensated
   Employees  is not more than 2.0 times the  Average  Deferral  Percentage  for
   Participants who are non-Highly Compensated Employees.

10.8  Special Rules Relating To Application Of ADP Test

(a)The  Actual  Deferral   Percentage  for  any  Participant  who  is  a  Highly
   Compensated  Employee for the Plan Year and who is eligible to have  Elective
   Deferrals (and Qualified  Non-Elective  Contributions  or Qualified  Matching
   Contributions,  or both, if treated as Elective Deferrals for purposes of the
   ADP test)  allocated  to his or her accounts  under two or more  arrangements
   described in Code Section 401(k), that are maintained by the Employer,  shall
   be  determined  as if such  Elective  Deferrals  (and,  if  applicable,  such
   Qualified Non-Elective Contributions or Qualified Matching Contributions,  or
   both) were made under a single arrangement.  If a Highly Compensated Employee
   participates in two or more cash or deferred arrangements that have different
   Plan Years, all cash or deferred  arrangements ending with or within the same
   calendar year shall be treated as a single arrangement.

(b)In the event  that this Plan  satisfies  the  requirements  of Code  Sections
   401(k),  401(a)(4),  or  410(b),  only if  aggregated  with one or more other
   plans,  or if one or more other plans satisfy the  requirements  of such Code
   Sections  only if  aggregated  with this  Plan,  then this  Section  shall be
   applied by determining the Actual Deferral  Percentage of Employees as if all
   such plans were a single plan. For Plan Years beginning after 1989, plans may
   be aggregated  in order to satisfy Code Section  401(k) only if they have the
   same Plan Year.

(c)For purposes of determining the Actual  Deferral  Percentage of a Participant
   who  is a  5-percent  owner  or  one  of  the  ten  most  highly-paid  Highly
   Compensated  Employees,  the Elective  Deferrals (and Qualified  Non-Elective
   Contributions  or Qualified  Matching  Contributions,  or both, if treated as
   Elective  Deferrals  for purposes of the ADP test) and  Compensation  of such
   Participant  shall  include  the  Elective  Deferrals  (and,  if  applicable,
   Qualified Non-Elective Contributions and Qualified Matching Contributions, or
   both) for the Plan Year of Family  Members as defined  in  paragraph  1.36 of
   this Plan. Family Members, with respect to such Highly Compensated Employees,
   shall be  disregarded as separate  Employees in determining  the ADP both for
   Participants  who are non-Highly  Compensated  Employees and for Participants
   who are Highly  Compensated  Employees.  In the event of repeal of the family
   aggregation  rules under Code Section  414(q)(6),  all  applications  of such
   rules under this Plan will cease as of the effective date of such repeal.

(d)For  purposes of  determining  the ADP test,  Elective  Deferrals,  Qualified
   Non-Elective  Contributions and Qualified Matching Contributions must be made
   before the last day of the twelve-month period immediately following the Plan
   Year to which contributions relate.

(e)The Employer shall maintain  records  sufficient to demonstrate  satisfaction
   of the ADP test and the amount of  Qualified  Non-Elective  Contributions  or
   Qualified Matching Contributions, or both, used in such test.

(f)The determination and treatment of the Actual Deferral  Percentage amounts of
   any Participant shall satisfy such other requirements as may be prescribed by
   the Secretary of the Treasury.


10.9  Average Contribution Percentage (ACP) Test

If the Employer makes Matching  Contributions or if the Plan allows Employees to
make Voluntary  Contributions  the Plan must meet  additional  nondiscrimination
requirements  provided  under Code  Section  401(m).  If Employee  Contributions
(including any Elective Deferrals  recharacterized  as Voluntary  Contributions)
are made pursuant to this Plan,  then in addition to the ADP test  referenced in
paragraph 10.7, the Average Contribution Percentage test is also applicable. The
Average  Contribution  Percentage for  Participants  who are Highly  Compensated
Employees  for  each  Plan  Year and the  Average  Contribution  Percentage  for
Participants  who are  Non-Highly  Compensated  Employees for the same Plan Year
must satisfy one of the following tests:

(a)Basic Test - The Average  Contribution  Percentage for  Participants  who are
   Highly  Compensated  Employees for the Plan Year shall not exceed the Average
   Contribution  Percentage  for  Participants  who are  non-Highly  Compensated
   Employees for the same Plan Year multiplied by 1.25; or

(b)Alternative  Test - The  ACP for  Participants  who  are  Highly  Compensated
   Employees  for the Plan  Year  shall  not  exceed  the  Average  Contribution
   Percentage for Participants who are non-Highly  Compensated Employees for the
   same Plan Year multiplied by two (2), provided that the Average  Contribution
   Percentage for  Participants  who are Highly  Compensated  Employees does not
   exceed  the  Average   Contribution   Percentage  for  Participants  who  are
   non-Highly Compensated Employees by more than two (2) percentage points.

10.10 Special Rules Relating To Application Of ACP Test

(a)If one or more Highly  Compensated  Employees  participate  in both a cash or
   deferred  arrangement  and a plan subject to the ACP test  maintained  by the
   Employer and the sum of the ADP and ACP of those Highly Compensated Employees
   subject to either or both tests exceeds the Aggregate Limit,  then the ADP or
   ACP of those Highly  Compensated  Employees who also participate in a cash or
   deferred  arrangement will be reduced (beginning with such Highly Compensated
   Employee  whose  ADP or ACP is the  highest)  as set  forth  in the  Adoption
   Agreement so that the limit is not exceeded.  The amount by which each Highly
   Compensated  Employee's  Contribution  Percentage Amounts is reduced shall be
   treated as an Excess  Aggregate  Contribution.  The ADP and ACP of the Highly
   Compensated  Employees are determined after any corrections  required to meet
   the ADP and ACP tests. Multiple use does not occur if both the ADP and ACP of
   the Highly  Compensated  Employees does not exceed 1.25 multiplied by the ADP
   and ACP of the non-Highly Compensated Employees.

(b)For  purposes  of  this  Article,   the   Contribution   Percentage  for  any
   Participant who is a Highly Compensated  Employee and who is eligible to have
   Contribution  Percentage Amounts allocated to his or her account under two or
   more plans  described in Code Section 401(a),  or  arrangements  described in
   Code Section 401(k) that are maintained by the Employer,  shall be determined
   as if the total of such Contribution  Percentage  Amounts was made under each
   Plan. If a Highly  Compensated  Employee  participates in two or more cash or
   deferred  arrangements  that have different plan years,  all cash or deferred
   arrangements ending with or within the same calendar year shall be treated as
   a single arrangement.

(c)In the event  that this Plan  satisfies  the  requirements  of Code  Sections
   401(a)(4), 401(m), or 410(b) only if aggregated with one or more other plans,
   or if one or more other plans satisfy the  requirements of such Code Sections
   only if  aggregated  with this Plan,  then this  Section  shall be applied by
   determining  the  Contribution  Percentage  of Employees as if all such plans
   were a single  plan.  For plan  years  beginning  after  1989,  plans  may be
   aggregated  in order to satisfy  Code Section  401(m) only if the  aggregated
   plans have the same Plan Year.

(d)For purposes of determining the Contribution  percentage of a Participant who
   is  a  five-percent  owner  or  one  of  the  ten  most  highly-paid,  Highly
   Compensated Employees,  the Contribution  Percentage Amounts and Compensation
   of such  Participant  shall include the Contribution  Percentage  Amounts and
   Compensation for the Plan Year of Family Members as defined in Paragraph 1.36
   of this Plan. Family Members,  with respect to Highly Compensated  Employees,
   shall be disregarded as separate  Employees in determining  the  Contribution
   Percentage both for Participants who are non-Highly Compensated Employees and
   for Participants who are Highly Compensated Employees. In the event of repeal
   of  the  family   aggregation  rules  under  Code  Section   414(q)(6),   all
   applications  of such rules  under  this Plan will cease as of the  effective
   date of such repeal.

(e)For  purposes of  determining  the  Contribution  Percentage  test,  Employee
   Contributions  are  considered  to have  been  made in the Plan Year in which
   contributed to the trust. Matching  Contributions and Qualified  Non-Elective
   Contributions  will be considered  made for a Plan Year if made no later than
   the end of the  twelve-month  period  beginning on the day after the close of
   the Plan Year.

(f)The Employer shall maintain  records  sufficient to demonstrate  satisfaction
   of the ACP test and the amount of  Qualified  Non-Elective  Contributions  or
   Qualified Matching Contributions, or both, used in such test.

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

(h)Qualified  Matching  Contributions and Qualified  Non-Elective  Contributions
   used to satisfy the ADP test may not be used to satisfy the ACP test.


ARTICLE XI --      ADMINISTRATION

11.1  Plan Administrator

The Employer shall be the named fiduciary and Plan  Administrator.  These duties
shall include:

(a)appointing  the Plan's  attorney,  accountant,  actuary,  or any other  party
   needed to administer the Plan,

(b) directing the Trustee with respect to payments from the Fund,

(c)communicating  with  Employees  regarding  their  participation  and benefits
   under the Plan, including the administration of all claims procedures,

(d)filing any returns and reports with the Internal Revenue Service,  Department
   of Labor, or any other governmental agency,

(e)reviewing and approving any financial reports,  investment  reviews, or other
   reports prepared by any party appointed by the Employer under paragraph (a),

(f)establishing a funding policy and investment  objectives  consistent with the
   purposes of the Plan and the Employee Retirement Income Security Act of 1974,
   and

(g)construing  and  resolving  any  question  of Plan  interpretation.  The Plan
   Administrator's  interpretation of Plan provisions including  eligibility and
   benefits under the Plan is final,  and unless it can be shown to be arbitrary
   and capricious will not be subject to "de novo" review.

11.2  Trustee

The Trustee shall only be responsible for  maintaining  the trust  account(s) in
accordance with applicable laws on behalf of the Employer.  The Trustee's duties
shall include:

(a)receiving  contributions under the terms of the Plan, but not determining the
   amount or enforcing the payment thereof,

(b)making  distributions  from the Fund in accordance with written  instructions
   received from an authorized representative of the Employer, and

(c)keeping  accurate  and  detailed  records  of  all  contributions,  receipts,
   investments,  distributions,  disbursements  and all other  transactions with
   respect to each account (in the case of Employee Investment Direction) or the
   Fund (in the case of Employer Investment  Direction).  Periodically (not less
   than annually), the Trustee shall provide a transcript of all activity in the
   account or in the Fund (which may consist of regularly issued statements from
   the Service Company). In the case of Employee Investment Direction, each such
   transcript  will be  provided  to the  Participant.  In the case of  Employer
   Investment Direction,  each such transcript will be provided to the Employer.
   Each such transcript  shall be the sole  accounting  required of the Trustee.
   Unless  the  Participant  or  Employer  files  a  written  objection  to  the
   transcript  within 60 days  following the date it is  furnished,  he shall be
   deemed to have  consented  to the  accounting,  and the  Trustee  and Service
   Company  shall be forever  released and  discharged  from all  liability  and
   accountability  to anyone  with  respect to its acts,  transactions,  duties,
   obligations or responsibilities as shown in, or reflected by the transcript.

(d)employing such agents,  attorneys or other  professionals  as the Trustee may
   deem necessary or advisable in the performance of its duties.

The Trustee's  duties shall be limited to those  described  above.  The Employer
shall be responsible for any other administrative duties required under the Plan
or by applicable law.

11.3  Administrative Fees And Expenses

All reasonable  costs,  charges and expenses incurred by the Trustee and Service
Company in connection  with the  administration  of the Fund and all  reasonable
costs,  charges and expenses  incurred by the Plan  Administrator  in connection
with the  administration of the Plan (including fees for legal services rendered
to the  Trustee and Service  Company or Plan  Administrator)  may be paid by the
Employer, but if not paid by the Employer when due, shall be paid from the Fund.
Such reasonable compensation to the Trustee and Service Company as may be agreed
upon from time to time between the Employer and the Trustee and Service  Company
and such reasonable compensation to the Plan Administrator as may be agreed upon
from  time  to  time  between  the  Employer  and  Plan  Administrator  and  the
compensation  of the Service  Company in accordance  with its fee schedule as in
effect at the applicable  time, may be paid by the Employer,  but if not paid by
the Employer when due shall be paid by the Fund. The Trustee and Service Company
shall   have  the  right  to   liquidate   trust   assets  to  cover  its  fees.
Notwithstanding  the foregoing,  no compensation  other than  reimbursement  for
expenses  shall  be  paid  to a Plan  Administrator  who is  the  Employer  or a
full-time  Employee of the Employer.  In the event any part of the Trust becomes
subject to tax,  all taxes  incurred  will be paid from the Fund unless the Plan
Administrator advises the Trustee not to pay such tax.

11.4  Duties And Indemnification

(a)The Trustee shall have the authority and  discretion to manage and govern the
   Fund to the extent  provided in this  instrument,  but does not guarantee the
   Fund in any manner against investment loss or depreciation in asset value, or
   guarantee  the  adequacy  of  the  Fund  to  meet  and  discharge  all or any
   liabilities of the Plan.

(b)The  Trustee  shall not be liable for the  making,  retention  or sale of any
   investment or reinvestment  made by it, as herein  provided,  or for any loss
   to, or  diminution  of the Fund,  or for any other  loss or damage  which may
   result from the discharge of its duties  hereunder except to the extent it is
   judicially  determined  that the  Trustee  has failed to  exercise  the care,
   skill,  prudence and diligence under the circumstances then prevailing that a
   prudent person acting in a like capacity and familiar with such matters would
   use in the conduct of an enterprise of a like character with like aims.

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

(d)The Trustee  shall not be  answerable  for any action  taken  pursuant to any
   direction,  consent,  certificate,  or other  paper or document on the belief
   that the same is genuine and signed by the proper  person.  All directions by
   the  Employer,  Participant  or the  Plan  Administrator  shall be given in a
   manner  and form  prescribed  by the  Trustee  and  approved  by the  Service
   Company.  The Employer shall deliver to the Trustee  certificates  evidencing
   the individual or individuals  authorized to act as set forth in the Adoption
   Agreement or as the Employer may  subsequently  inform the Trustee in writing
   and shall deliver to the Trustee specimens of their signatures.

(e)The  duties  and  obligations  of the  Trustee  shall  be  limited  to  those
   expressly  imposed upon it by this instrument or subsequently  agreed upon by
   the parties. Responsibility for administrative duties required under the Plan
   or  applicable  law not  expressly  imposed  upon or agreed to by the Trustee
   shall rest solely with the Employer.

(f)The Trustee shall be indemnified  and saved harmless by the Employer from and
   against  any and  all  liability  to  which  the  Trustee  may be  subjected,
   including all expenses reasonably incurred in its defense,  for any action or
   failure  to act  resulting  from  compliance  with  the  instructions  of the
   Employer, the employees or agents of the Employer, the Plan Administrator, or
   any other  fiduciary  to the Plan,  and for any  liability  arising  from the
   actions or  non-actions  of any  predecessor  Trustee or  fiduciary  or other
   fiduciaries of the Plan.

(g)The Trustee shall not be  responsible  in any way for the  application of any
   payments it is  directed to make or for the  adequacy of the Fund to meet and
   discharge any and all liabilities under the Plan.

(h)With respect to non-mutual  fund  investments,  the Trustee in  administering
   the Trust Fund is authorized and empowered to exercise generally,  any of the
   powers  which  a  trustee  might  customarily  exercise  in  connection  with
   investments  held by the Trust Fund and to do all other acts that the Trustee
   may deem  necessary  or proper to carry out any of the  powers and duties set
   forth in this Article XI.

11.5  Special Provisions Concerning The Service Company

(a)To the full extent  permitted  under ERISA,  the Code,  any other  applicable
   federal or state law, the regulations,  rules and interpretations thereunder,
   and subject to any written instrument executed by the Trustee and the Service
   Company allocating  responsibilities  between them, all ministerial functions
   assigned  to the  Trustee  under the Plan shall be  delegated  to the Service
   Company. All instructions  required to be given to the Trustee under the Plan
   will be effective if given to the Service Company in the manner prescribed by
   the  Service  Company.  To the extent the  Service  Company is  performing  a
   function  assigned to the Trustee under the Plan,  the Service  Company shall
   have the  benefit  of all of the  limitations  of the scope of the  Trustee's
   duties and liabilities,  all rights of indemnification granted to the Trustee
   and all other protections of any nature afforded the Trustee under the Plan.

(b)It is  understood  and agreed that while the  Service  Company  will  perform
   certain  ministerial  duties (such as custodial,  reporting,  recording,  and
   bookkeeping  functions)  with  respect  to Plan  assets,  such  duties do not
   involve the exercise of any  discretionary  authority  or other  authority to
   manage or control Plan assets.

(c)With  respect to any  transaction  which the  Service  Company is directed to
   engage in, the Employer,  the Trustee, the Named Investment Fiduciary and the
   person  directing the  transaction  shall be responsible for making sure that
   the  transaction  does  not  violate  any  applicable  provision  of  law  or
   disqualify  the Plan under the Code,  and the Service  Company  shall have no
   responsibility therefor.

(d)The Employer and,  where the Service  Company is following the  directions or
   instructions of a Participant,  the Trustee,  Plan Administrator or the Named
   Investment  Fiduciary,  such Participant,  the Trustee, Plan Administrator or
   the Named Investment  Fiduciary (as the case may be) shall at all times fully
   indemnify and save harmless the Service  Company from any liability which may
   arise in connection with this Plan,  except liability  arising from the gross
   negligence or willful misconduct of the Service Company. For purposes of this
   Section 11.5, "liability" shall include, without limitation, taxes, expenses,
   claims,  damages,  actions, suits, attorneys' fees, expenses of litigation or
   preparation  for threatened  litigation,  and any other charges.  The Service
   Company shall be liable for its own gross negligence or willful misconduct in
   the performance of the duties expressly assumed by it under the Plan.



ARTICLE XII --     TRUST FUND

12.1  The Fund

The Fund shall consist of all  contributions  made under Article III and Article
IV  of  the  Plan  and  the  investment   thereof  and  earnings  thereon.   All
contributions and the earnings thereon less payments made under the terms of the
Plan,  shall  constitute the Fund. The Fund shall be administered as provided in
this document.

12.2  Control Of Plan Assets

The assets of the Fund or  evidence  of  ownership  shall be held by the Trustee
under  the  terms  of the  Plan  and  Trust.  If the  assets  represent  amounts
transferred  from  another  trustee  under a  former  plan,  the  Trustee  named
hereunder shall not be responsible for the propriety of any investment under the
former plan.

12.3  Exclusive Benefit Rules

No part of the Fund shall be used for, or diverted to,  purposes  other than for
the  exclusive  benefit  of  Participants,  former  Participants  with a  vested
interest, and the beneficiary or beneficiaries of deceased Participants having a
vested interest in the Fund at death.

12.4  Assignment And Alienation Of Benefits

No right or claim to, or interest in, any part of the Fund,  or any payment from
the Fund,  shall be  assignable,  transferable,  or subject  to sale,  mortgage,
pledge,  hypothecation,   commutation,  anticipation,  garnishment,  attachment,
execution,  or levy of any kind.  The Trustee shall not recognize any attempt to
assign, transfer, sell, mortgage,  pledge,  hypothecate,  commute, or anticipate
the same,  except to the extent  required by law. The preceding  sentences shall
also apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant  pursuant to a domestic  relations  order,
unless such order is determined to be a qualified  domestic  relations order, as
defined in Code Section 414(p),  or any domestic  relations order entered before
January  1,  1985  which the Plan  attorney  and Plan  Administrator  deem to be
qualified.

12.5  Determination Of Qualified Domestic Relations Order (QDRO)

A Domestic  Relations  Order shall  specifically  state all of the  following in
order to be deemed a Qualified Domestic Relations Order ("QDRO"):

(a)The name and last known mailing  address (if any) of the  Participant  and of
   each  alternate  payee  covered  by the QDRO.  However,  if the QDRO does not
   specify the current  mailing  address of the  alternate  payee,  but the Plan
   Administrator has independent  knowledge of that address, the QDRO will still
   be valid.

(b)The dollar amount or percentage  of the  Participant's  benefit to be paid by
   the Plan to each  alternate  payee,  or the  manner  in which  the  amount or
   percentage will be determined.

(c) The number of payments or period for which the order applies.

(d) The specific plan (by name) to which the Domestic Relations Order applies.

The Domestic  Relations Order shall not be deemed a QDRO if it requires the Plan
to provide:

(e) any type or form of benefit,  or any option not already  provided for in the
Plan;

(f)  increased  benefits,  or  benefits  in excess of the  Participant's  vested
rights;

(g)payment of a benefit earlier than allowed by the Plan's  earliest  retirement
   provisions or in the case of a profit-sharing plan, prior to the allowability
   of in-service withdrawals, or

(h)payment of benefits to an  alternate  payee which are  required to be paid to
   another alternate payee under another QDRO.

Promptly,  upon receipt of a Domestic Relations Order ("Order") which may or may
not be "Qualified",  the Plan Administrator shall notify the Participant and any
alternate  payee(s)  named in the Order of such  receipt,  and include a copy of
this paragraph 12.5. The Plan Administrator  shall then forward the Order to the
Plan's  legal  counsel  for an opinion as to whether or not the Order is in fact
"Qualified" as defined in Code Section  414(p).  Within a reasonable  time after
receipt of the Order, not to exceed 60 days, the Plan's legal counsel shall make
a  determination  as to its  "Qualified"  status  and  the  Participant  and any
alternate payee(s) shall be promptly notified in writing of the determination.

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

Unless specified  otherwise in the Adoption  Agreement,  the earliest retirement
age with regard to the  Participant  against whom the order is entered  shall be
the date the order is determined  to be qualified.  This will only allow payouts
to alternate payee(s) and not the Participant.



ARTICLE XIII --    INVESTMENTS

13.1  Fiduciary Standards

The Trustee shall invest and reinvest income in the same Fund in accordance with
the investment objectives established by the Employer, provided that:

(a)such  investments are prudent under the Employee  Retirement  Income Security
   Act of 1974 and the regulations promulgated thereunder,

(b)such  investments  are  sufficiently  diversified  or  otherwise  insured  or
   guaranteed to minimize the risk of large losses, and

(c)such  investments  are similar to those which would be  purchased  by another
   professional   money  manager  for  a  like  plan  with  similar   investment
   objectives.

13.2  No Investment Discretion

The Plan  Sponsor  and the  Trustee  shall  have no  discretion  to  direct  any
investments of the Trust and are authorized  solely to make and hold investments
only as directed pursuant to Section 13.3.

13.3  Investment Directions

(a)Responsibility  for directing  the Trustee with respect to the  investment of
   the Trust Fund  shall be  allocated  to the  Employer,  or a named  fiduciary
   appointed  by  the   Employer   for  that  purpose  (the  "Named   Investment
   Fiduciary"),  the  Participants,  or any investment  manager (an  "Investment
   Manager"),  who meets  the  requirements  of  Section  3(38) of the  Employee
   Retirement  Income  Security  Act of  1974  (ERISA)  appointed  by the  Named
   Investment  Fiduciary,  all as provided in the Plan  (including  the Adoption
   Agreement).  To the extent  investment  responsibility  is  allocated  to the
   Participant,  the  Designated  Beneficiary  of a deceased  Participant  shall
   discharge the  responsibility  subsequent to the Participant's  death and any
   reference  to the  Participant  in any  provision of the Plan  pertaining  to
   investment  directions shall in such event be construed as a reference to the
   Designated Beneficiary.

(b)Investment  directions  shall be given in a manner and form prescribed by the
   Trustee and shall be subject to such limitations, including limitations as to
   the frequency with which any standing investment  instructions may be changed
   and funds may be moved among  investment  choices,  as the  Employer or other
   Named Investment Fiduciary shall prescribe.  If Investment  responsibility is
   allocated to Participants, to the extent permitted by the Trustee, investment
   directions may be given directly to the Service  Company in a manner and form
   prescribed by the Service Company.

(c)Cash for which no investments  are directed shall be  automatically  invested
   in such  investment or investments as the Employer or other Named  Investment
   Fiduciary  shall  select  from the  investments  the  Service  Company  makes
   available for that purpose unless and until the person responsible for giving
   directions  directs  otherwise.  Such automatic  investment  shall be made at
   regular intervals and pursuant to procedures  provided by the Service Company
   (which  procedures  may,  without  limitation,   provide  for  more  frequent
   intervals  only if  reinvested  balances  exceed a stated  amount).  Absent a
   contrary  direction in accordance  with the  preceding  provisions of Section
   13.2  the  Service   Company  is  hereby  directed  to  make  such  automatic
   investments.

Notwithstanding  other  provisions  of the  Plan  to the  contrary,  if  another
qualified plan is amended and restated in the form of this Plan, the Employer or
the named investment fiduciary shall have the power to prescribe rules regarding
the investment of the assets held under the other qualified plan until such time
as any resulting  reconciliation  of  Participant  Accounts is completed and the
assets may be  reinvested  in  investments  permitted  under Section 13.4 of the
Plan.

13.4  Permitted Investments

Except as Section  13.9 may apply,  all amounts held in the Trust Fund under the
Plan shall be invested in mutual  fund  shares and  annuities  which are offered
through the Service Company,  and such other investments as shall be accepted in
writing by the Service Company for availability under the Plan.

All dividends,  including capital gain dividends,  paid by any mutual fund shall
be  reinvested  in full and  fractional  shares of the  mutual  fund  paying the
dividend in the manner  specified in the prospectus of the mutual fund, and such
dividends shall be credited to the Trust Fund.

Each of the mutual  funds in which the Plan may invest  carries its own fees and
expenses,  which may include  management fees, Rule 12b-1 fees and/or other fees
and  expenses,  which  are  described  in  detail  in  each  fund's  prospectus.
Participants  who invest in these mutual funds will,  as  shareholders  of those
funds,  bear their prorata  portion of each fund's fees and  expenses.  Employer
acknowledges  that  Prudential  Mutual Fund  Distributors  (PMFD) and Prudential
Securities  Incorporated  (PSI) may act as distributor of each fund's shares and
that PSI, PMFD and Pruco Securities Corporation (Prusec) are subsidiaries of The
Prudential  Insurance  Company  of  America  (Prudential)   (through  which  the
Guaranteed  Interest  Account is offered) and are each affiliated with the Funds
as described in each fund's prospectus.  Employer  acknowledges that Prudential,
PMFD, PSI and Prusec are not  fiduciaries to the Plan, have no obligation to the
Plan or the Participants  and are acting solely in their own interest.  Employer
further  acknowledges  that  Prudential,  PMFD,  PSI and Prusec may be deemed to
benefit from advisory and other fees paid to it or its  affiliates in connection
with the management and operation of the mutual funds in which the  Participants
may invest,  from sales charges and contingent deferred sales charges imposed as
described  in the  prospectus  and from  fees paid to The  Prudential  Insurance
Company of America in connection with the Guaranteed Interest Account.

13.5  Shareholder Rights

The Trustee shall exercise any rights of a shareholder (including voting rights)
with  respect  to  any  securities   held,  but  only  in  accordance  with  the
instructions  of the  Participant  or the  Designated  Beneficiary of a deceased
Participant  subject to and except as permitted by any  applicable  rules of the
Securities and Exchange Commission and any national securities exchange.

13.6  Liquidation Of Assets

If the Trustee must liquidate  assets in order to make  distributions,  transfer
assets,  or pay fees,  expenses or taxes  assessed  against all or a part of the
Fund,  and the Trustee is not  instructed as to the  liquidation of such assets,
assets  will  be  liquidated  in  accordance   with  the  rules  and  procedures
customarily followed by the Service Company,  which rules shall be formulated in
a manner to eliminate  the  potential  for exercise of discretion by the Service
Company in the  liquidation  of assets and shall be  applied  consistently  with
respect  to all  similarly  situated  plans in the form of the  Prototype  Plan;
provided that if a  contribution  is being made to an affected  subaccount as of
the date the Trustee  would  otherwise be  liquidating  assets  pursuant to this
section,  the Trustee may withdraw the  necessary  amount of cash and invest the
remainder of the  contribution  in investments  in the same  proportion as would
have  resulted  had the  withdrawal  not been made.  The  Trustee  is  expressly
authorized to liquidate  assets in order to satisfy the Trust Fund's  obligation
to pay the Trustee's  compensation if such  compensation is not paid on a timely
basis.

13.7  Arbitration

This Plan requires that certain  controversies  be arbitrated as provided below.
In this regard it is to be noted that:

(a)   Arbitration is final and binding on the parties.

(b)The parties are waiving their right to seek  remedies in court  including the
   right to jury trial.

(c)Pre-arbitration  discovery is generally  more limited than and different from
   court proceedings.

(d)The  arbitrator's  award is not required to include factual findings or legal
   reasoning and any party's right to appeal or to seek  modification of rulings
   by the arbitrators is strictly limited.

(e)The panel of  arbitrators  will  typically  include a minority of arbitrators
   who were or are affiliated with the securities industry.

Unless the  following  procedure  for the  resolution  of  controversies  is not
enforceable under ERISA, any controversy arising out of or relating to the Plan,
or with respect to  transactions  of any kind  executed by,  through or with the
Service  Company  or  otherwise  pertaining  to the  Plan  shall be  settled  by
arbitration.  The arbitration  may be before either the National  Association of
Securities  Dealers,  Inc.  (NASD)  or the New York  Stock  Exchange,  Inc.,  as
Employer/Employee,  as the case may be, may elect and shall be  governed  by the
laws of the  State of New  York.  If  Employer/Employee  does not make the above
election  by  registered  mail  addressed  to PSI at its  main  office  within 5
business  days after demand by PSI that  Employer/Employee  make such  election,
then PSI shall have the right to elect the  arbitration  tribunal of its choice.
Notice  preliminary to, in conjunction  with or incident to arbitration,  may be
sent to  Employer/Employee  by mail  and  personal  service  is  hereby  waived.
Judgment upon any award rendered by the  arbitrators may be entered in any court
having jurisdiction thereof, without notice to Employer/Employee.

No person shall bring a putative or certified class action to  arbitration,  nor
seek to enforce any pre-dispute arbitration agreement against any person who has
initiated  in court a putative  class  action;  or who is a member of a putative
class who has not opted out of the class with respect to any claims  encompassed
by the putative class action until: (i) the class  certification  is denied;  or
(ii) the class is decertified;  or (iii) the customer is excluded from the class
by the court.  Such  forbearance to enforce an agreement to arbitrate  shall not
constitute  a waiver of any  rights  under this  agreement  except to the extent
stated herein.

13.8  Participant Loans

Unless otherwise specified in the Adoption Agreement, Participant Loans will not
be permitted.  If permitted by the Adoption  Agreement,  a Participant  may make
application to the Employer requesting a loan from the Fund. Loans shall be made
available to all Participants on a reasonably  equivalent basis and shall not be
made available to highly  compensated  employees who are Participants in amounts
greater  than  made  available  to all other  Participants.  The  Employer  will
administer all Participant  Loans unless the Trustee otherwise agrees in writing
to accept these duties.  Loan administration  duties shall include,  but are not
limited to: approving or disapproving loan applications from Participants,  loan
origination and closing,  providing proper disclosures to Participant  borrowers
under applicable federal and state lending laws, notifying Participant borrowers
of default,  and  collecting  current and past due  payments on such loans.  The
Employer  will  notify  the  Trustee  of any loan to be made from the Fund.  The
Trustee will reflect the amount of each such loan and its  repayments on records
of the Fund. Any loan granted  hereunder  shall be made subject to the following
rules:

(a)No loan when  aggregated  with any  outstanding  Participant  loan(s),  shall
   exceed  the  lesser of (i)  $50,000  reduced by the  excess,  if any,  of the
   highest outstanding balance of loans during the one year period ending on the
   day before the loan is made, over the  outstanding  balance of loans from the
   Plan on the date the loan is made or (ii)  one-half of the fair market  value
   of  a   Participant's   vested   account   balance  built  up  from  Employer
   Contributions,  Voluntary Contributions,  and Rollover Contributions. For the
   purpose of the above limitation, all loans from all plans of the Employer and
   other  members of a group of  employers  described in Code  Sections  414(b),
   414(c), and 414(m) are aggregated.  An assignment or pledge of any portion of
   the Participant's interest in the Plan and a loan, pledge, or assignment with
   respect to any insurance  contract  purchased under the Plan, will be treated
   as a loan under this paragraph.

(b)All  applications  must be made on forms provided by the Employer and must be
   signed by the Participant.

(c)Any loan granted  hereunder  shall bear interest at a rate  reasonable at the
   time of  application,  considering the purpose of the loan and the rate being
   charged by  representative  commercial  banks in the local area for a similar
   loan unless the Employer sets forth a different  method for determining  loan
   interest rates in its loan procedures.  The loan agreement shall also provide
   that the payment of principal and interest be amortized in level payments not
   less frequently than quarterly.

(d)The term of such loan  shall not exceed  five  years  except in the case of a
   loan for the  purpose of  acquiring  any house,  apartment,  condominium,  or
   mobile  home (not used on a transient  basis)  which is used or is to be used
   within a reasonable time as the principal  residence of the Participant.  The
   term of such  loan  shall  be  determined  by the  Employer  considering  the
   maturity dates quoted by  representative  commercial  banks in the local area
   for a similar loan.

(e)The principal and interest paid by a Participant  on his or her loan shall be
   credited  to the Fund in the same  manner as for any other  Plan  investment.
   Loans  will  be  treated  as  segregated   investments   of  the   individual
   Participants.

(f)If a  Participant's  loan  application  is  approved  by the  Employer,  such
   Participant shall be required to sign a note, loan agreement,  and assignment
   of one-half of his or her  interest in the Fund as  collateral  for the loan.
   The Participant,  except in the case of a profit-sharing  plan satisfying the
   requirements  of paragraph 8.7, must obtain the consent of his or her Spouse,
   if any,  within the 90 day period before the time his or her account  balance
   is used as  security  for the loan.  A new consent is required if the account
   balance is used for any renegotiation,  extension,  renewal or other revision
   of the loan, including an increase in the amount thereof. The consent must be
   written,  must acknowledge the effect of the loan, and must be witnessed by a
   plan  representative  or notary  public.  Such consent  shall  thereafter  be
   binding with respect to the consenting Spouse or any subsequent Spouse.

(g)If a valid  Spousal  consent has been  obtained,  then,  notwithstanding  any
   other provision of this Plan, the portion of the Participant's vested account
   balance  used as a  security  interest  held by the Plan by  reason of a loan
   outstanding  to the  Participant  shall be taken into account for purposes of
   determining the amount of the account balance payable at the time of death or
   distribution,  but only if the reduction is used as repayment of the loan. If
   less  than  100% of the  Participant's  vested  account  balance  (determined
   without regard to the preceding sentence) is payable to the surviving Spouse,
   then the  account  balance  shall be adjusted  by first  reducing  the vested
   account  balance by the amount of the security used as repayment of the loan,
   and then determining the benefit payable to the Surviving Spouse.

(h)(h)  The  Employer  may  also  require  additional  collateral  in  order  to
   adequately secure the loan.

(i)(i) A  Participant's  loan shall  immediately  become due and payable if such
   Participant terminates employment for any reason or fails to make a principal
   and/or  interest  payment  as  provided  in  the  loan  agreement.   If  such
   Participant  terminates  employment,  the Employer shall immediately  request
   payment of principal  and interest on the loan.  If the  Participant  refuses
   payment  following  termination,  the Employer shall reduce the Participant's
   vested account balance by the remaining  principal and interest on his or her
   loan. If the  Participant's  vested  account  balance is less than the amount
   due,  the Employer  shall take  whatever  steps are  necessary to collect the
   balance due directly from the  Participant.  However,  no  foreclosure on the
   Participant's  note or attachment of the  Participant's  account balance will
   occur until a distributable event occurs in the Plan.

(j)No loans will be made to  Owner-Employees  (as defined in paragraph  1.50) or
   Shareholder-Employees  (as defined in  paragraph  1.74),  unless an exemption
   from the prohibited  transactions rules is first obtained from the Department
   of Labor.

(k)If a Participant  requests a loan,  the funds to be loaned will be taken from
   the subaccount or subaccounts specified by the Participant or, in the absence
   of such a  specification,  form the  subaccounts  in the order  specified  in
   Section 6.10 pertaining to withdrawals.  If specific assets of the Trust Fund
   are  allocable to  individual  Participants'  Accounts,  such assets equal in
   value  to the  amount  of the  loan  shall  be sold at the  direction  of the
   Participant to provide the funds to be loaned.

13.9  Insurance Policies

Unless otherwise specified in the Adoption Agreement,  the insurance  provisions
of this Section 13.9 shall not be applicable.  If agreed upon by the Trustee and
approved by the  Employer in the  Adoption  Agreement,  Employees  may elect the
purchase of life  insurance  policies  under the Plan.  If elected,  the maximum
annual  premium  for a whole life policy  shall not exceed 50% of the  aggregate
cumulative  Employer  contributions  allocated to the account of a  Participant.
Whole life  policies are policies  with both  nondecreasing  death  benefits and
nonincreasing  premiums.  The  maximum  annual  premium  for term  contracts  or
universal  life policies and all other  policies  which are not whole life shall
not exceed 25% of aggregate Employer contributions allocated to the account of a
Participant.  The maximum  annual  premiums for a Participant  with both a whole
life and a term contract or universal life policies shall be limited to one-half
of the whole life premiums plus the term premium but shall not exceed 25% of the
aggregate Employer contributions  allocated to the account of a Participant.  It
may also be  elected to have  policies  purchased  on behalf of a  Participant's
spouse,  their  dependents,  or any  individual in whom the  Participant  has an
insurable  interest.  If any  policy  is  maintained  on the  joint  lives  of a
Participant  and another  individual,  it may not be  maintained  under the Plan
should the other individual  predecease the Participant.  Any policies purchased
under this Plan shall be held subject to the following rules:

(a) The Trustee shall be applicant and owner of any policies issued.

(b)All policies or  contracts  purchased  shall be endorsed as  nontransferable,
   and must provide that proceeds will be payable to the Trustee;  however,  the
   Trustee  shall be required to pay over all  proceeds of the  contracts to the
   Participant's  Designated  Beneficiary  in accordance  with the  distribution
   provisions of this Plan.  Under no  circumstances  shall the Trust retain any
   part of the proceeds.

(c)Each  Participant  shall be entitled to  designate  a  beneficiary  under the
   terms of any contract issued;  however, such designation will be given to the
   Trustee which must be the named  beneficiary on any policy.  Such designation
   shall  remain in force,  until  revoked by the  Participant,  by filing a new
   beneficiary  form  with  the  Trustee.  A  Participant's  Spouse  will be the
   Designated  Beneficiary  of  the  proceeds  in  all  circumstances  unless  a
   Qualified  Election  has been made in  accordance  with  paragraph  8.4.  The
   beneficiary  of a deceased  Participant  shall  receive,  in  addition to the
   proceeds of the Participant's policy or policies, the amount credited to such
   Participant's investment account.

(d)A Participant  who is  uninsurable  or insurable at  substandard  rates,  may
   elect to receive a reduced  amount of insurance,  if available,  or may waive
   the purchase of any insurance.

(e)At the  discretion of the  Participant,  any dividends or credits earned on a
   life  insurance  contract  shall,  either be allocated  to the  Participant's
   account in the Fund, applied in reduction of any premiums thereon,  or, if no
   premiums  are due,  applied to increase  the  proceeds of the life  insurance
   contract.

(f)If  Employer  contributions  are  inadequate  to  pay  all  premiums  on  all
   insurance policies,  the Trustee may, at the option of the Employer,  utilize
   other amounts remaining in each Participant's  account to pay the premiums on
   his or her respective policy or policies, allow the policies to lapse, reduce
   the policies to a level at which they may be  maintained,  or borrow  against
   the  policies  on a prorated  basis,  provided  that the  borrowing  does not
   discriminate in favor of the policies on the lives of Officers, Shareholders,
   and highly compensated Employees.

(g)On retirement or  termination  of employment of a  Participant,  the Employer
   shall  direct the  Trustee to cash  surrender  the  Participant's  policy and
   credit the proceeds to his or her account for distribution under the terms of
   the  Plan.  However,  before so  doing,  the  Trustee  shall  first  offer to
   distribute  the  policy  to  the   Participant  as  a  part  of  the  benefit
   distribution.  If a  Participant  on whose life an  insurance  policy is held
   under the Plan does not make a timely  direction  regarding  the policy under
   this Section (g), the  Participant  shall be deemed to have directed that the
   policy be converted  into cash to be  distributed  in the manner in which the
   balance of the Participant's Account is to be distributed.  All distributions
   resulting  from the  application  of this  paragraph  shall be subject to the
   Joint and Survivor Annuity Rules of Article VIII, if applicable.

(h)The  Employer  shall  be  solely  responsible  to see  that  these  insurance
   provisions  are  administered  properly  and that if  there  is any  conflict
   between the provisions of this Plan and any insurance  contracts  issued that
   the terms of this Plan will control.



ARTICLE XIV --     TOP-HEAVY PROVISIONS

14.1  Applicability Of Rules

If the Plan is or becomes  Top-Heavy in any Plan Year beginning  after 1983, the
provisions of this Article will supersede any conflicting provisions in the Plan
or Adoption Agreement.

14.2  Minimum Contribution

Notwithstanding any other provision in the Employer's Plan, for any Plan Year in
which  the  Plan  is  Top-Heavy  or  Super  Top-Heavy,  the  aggregate  Employer
contributions  and forfeitures  allocated on behalf of any Participant  (without
regard  to any  Social  Security  contribution)  under  this  Plan and any other
Defined  Contribution  Plan  of the  Employer  shall  be  lesser  of 3% of  such
Participant's  Compensation or the largest percentage of Employer  contributions
and  forfeitures,  as a percentage  of the Key  Employee's  annual  Compensation
allocated on behalf of any Key Employee for that year.

Each  Participant  who is employed  by the  Employer on the last day of the Plan
Year shall be  entitled  to  receive an  allocation  of the  Employer's  minimum
contribution  for such Plan Year.  The minimum  allocation  applies  even though
under other Plan provisions the  Participant  would not otherwise be entitled to
receive an allocation,  or would have received a lesser  allocation for the year
because the Participant  fails to make Mandatory  Contributions to the Plan, the
Participant's  Compensation  is less than a stated  amount,  or the  Participant
fails to complete  1,000 Hours of Service (or such lesser  number  designated by
the  Employer  in the  Adoption  Agreement)  during  the  Plan  Year.  A  Paired
profit-sharing  plan  designated to provide the minimum  Top-Heavy  contribution
must do so  regardless  of profits.  An Employer may make the minimum  Top-Heavy
contribution available to all Participants or just non-Key Employees.

For  purposes of  computing  the  minimum  allocation,  Compensation  shall mean
Compensation as defined in the second paragraph of paragraph 1.12 of the Plan.

The Top-Heavy  minimum  contribution  does not apply to any  Participant  to the
extent the  Participant  is covered  under any other plan(s) of the Employer and
the  Employer  has  provided in Section 11 of the  Adoption  Agreement  that the
minimum allocation or benefit requirements applicable to Top-Heavy Plans will be
met in the other plan(s).

If a Key Employee  makes an Elective  Deferral or has an  allocation of Matching
Contributions  made to his or her account,  a Top-Heavy minimum will be required
for non-Key Employees who are Participants,  however, neither Elective Deferrals
by nor Matching Contributions to non-Key Employees may be taken into account for
purposes of satisfying the top-heavy Minimum Contribution requirement.

14.3  Minimum Vesting

For any Plan Year in which this Plan is Top-Heavy,  the minimum vesting schedule
elected by the Employer in the Adoption  Agreement will  automatically  apply to
the Plan.  If the  vesting  schedule  selected by the  Employer in the  Adoption
Agreement  is less  liberal  than the  allowable  schedule,  the  schedule  will
automatically  be modified.  If the vesting  schedule under the Employer's  Plan
shifts in or out of the Top-Heavy  schedule for any Plan Year,  such shift is an
amendment to the vesting  schedule and the election in paragraph 9.8 of the Plan
applies. The minimum vesting schedule applies to all accrued 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
reduction  in  vested  benefits  may occur in the  event  the  Plan's  status as
Top-Heavy changes for any Plan Year.  However,  this paragraph does not apply to
the account  balances of any Employee who does not have an Hour of Service after
the Plan  initially  becomes  Top-Heavy  and  such  Employee's  account  balance
attributable  to  Employer  contributions  and  forfeitures  will be  determined
without regard to this paragraph.

14.4  Limitations On Allocations

In any Plan  Year in which the  Top-Heavy  Ratio  exceeds  90%  (i.e.,  the Plan
becomes Super  Top-Heavy),  the denominators of the Defined Benefit Fraction (as
defined in  paragraph  1.15) and Defined  Contribution  Fraction  (as defined in
paragraph 1.18) shall be computed using 100% of the dollar limitation instead of
125%.



ARTICLE XV --      AMENDMENT AND TERMINATION

15.1  Amendment By Sponsor

The Sponsor may amend any or all  provisions  of this Plan and Trust at any time
without obtaining the approval or consent of any Employer which has adopted this
Plan and Trust provided that no amendment  shall authorize or permit any part of
the corpus or income of the Fund to be used for or diverted  to  purposes  other
than for the  exclusive  benefit of  Participants  and their  beneficiaries,  or
eliminate  an optional  form of  distribution.  In the case of a  mass-submitted
plan, the mass-submitter shall amend the Plan on behalf of the Sponsor.

15.2  Amendment By Employer

The Employer may amend any option in the Adoption Agreement, and may include
language as permitted in the Adoption Agreement,

(a)   to satisfy Code Section 415, or

(b)to avoid  duplication  of minimums  under Code  Section  416,  because of the
   required aggregation of multiple plans.

The Employer may 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 for which the  Employer  must
obtain a separate determination letter.

If the  Employer  amends the Plan and Trust  other than as provided  above,  the
Employer's  Plan shall no longer  participate in this Prototype Plan and will be
considered an individually designed plan.

15.3  Termination

Employers  shall have the right to terminate  their Plans upon 60 days notice in
writing to the Trustee. If the Plan is terminated,  partially terminated,  or if
there is a complete  discontinuance of contributions under a profit-sharing plan
maintained by the Employer, all amounts credited to the accounts of Participants
shall vest and  become  nonforfeitable.  In the event of a partial  termination,
only those who are affected by such partial  termination  shall be fully vested.
In the event of termination,  the Employer shall direct the Trustee with respect
to the distribution of accounts to or for the exclusive  benefit of Participants
or their beneficiaries. The Trustee shall dispose of the Fund in accordance with
the written directions of the Plan  Administrator,  provided that no liquidation
of assets and payment of benefits,  (or provision  therefor),  shall actually be
made by the Trustee  until after it is  established  by the Employer in a manner
satisfactory to the Trustee, that the applicable requirements,  if any, of ERISA
and the Internal  Revenue Code  governing the  termination  of employee  benefit
plans,   have  been  or  are  being,   complied   with,   or  that   appropriate
authorizations,  waivers,  exemptions,  or  variances  have  been,  or are being
obtained.

15.4  Qualification Of Employer's Plan

If the adopting  Employer  fails to attain or retain  Internal  Revenue  Service
qualification,  such  Employer's  Plan  shall  no  longer  participate  in  this
Prototype Plan and will be considered an individually designed plan.

15.5  Mergers And Consolidations

(a)In the case of any merger or  consolidation  of the Employer's  Plan with, or
   transfer of assets or liabilities of the Employer's  Plan to, any other plan,
   Participants  in the  Employer's  Plan shall be entitled to receive  benefits
   immediately after the merger,  consolidation,  or transfer which are equal to
   or  greater  than the  benefits  they  would  have been  entitled  to receive
   immediately  before the  merger,  consolidation,  or transfer if the Plan had
   then terminated.

(b)Any  corporation  into which the  Trustee  or any  successor  trustee  may be
   merged or with which it may be  consolidated,  or any  corporation  resulting
   from any  merger or  consolidation  to which  the  Trustee  or any  successor
   trustee may be a party, or any corporation to which all or substantially  all
   the  trust  business  of  the  Trustee  or  any  successor   trustee  may  be
   transferred, shall be the successor of such Trustee without the filing of any
   instrument or performance of any further act, before any court.

15.6  Resignation And Removal

The  Trustee  may  resign by  written  notice  to the  Employer  which  shall be
effective 60 days after delivery. The Employer may discontinue its participation
in this  Prototype  Plan and Trust  effective upon 60 days written notice to the
Sponsor.  In such event the Employer shall, prior to the effective date thereof,
amend the Plan to eliminate any reference to this  Prototype  Plan and Trust and
appoint a successor  trustee or arrange for another  funding agent.  The Trustee
shall deliver the Fund to its successor on the effective date of the resignation
or removal,  or as soon thereafter as practicable,  provided that this shall not
waive  any  lien the  Trustee  may have  upon the Fund for its  compensation  or
expenses.  If the  Employer  fails to amend  the Plan and  appoint  a  successor
trustee,  or other  funding agent within the said 60 days, or such longer period
as the Trustee may  specify in  writing,  the Plan shall be deemed  individually
designed and the Employer  shall be deemed the successor  trustee.  The Employer
must then obtain its own determination letter.

15.7  Qualification Of Prototype

The Sponsor  intends that this Prototype Plan will meet the  requirements of the
Code as a qualified Prototype Retirement Plan and Trust. Should the Commissioner
of Internal  Revenue or any delegate of the  Commissioner  at any time determine
that the Plan and Trust fails to meet the  requirements of the Code, the Sponsor
will amend the Plan and Trust to maintain its qualified status.



ARTICLE XVI --     GOVERNING LAW

Construction,  validity and  administration of the Prototype Plan and Trust, and
any  Employer  Plan  and  Trust  as  embodied  in  the  Prototype  document  and
accompanying Adoption Agreement,  shall be governed by Federal law to the extent
applicable   and  to  the   extent   not   applicable   by  the   laws   of  the
State/Commonwealth in which the principal office of the Sponsor is located.

<PAGE>


Internal Revenue Service                        Department of the Treasury
                                                Washington, DC  20224
                                                Person to Contact: Mr. Dua
                                                Telephone Number: (202) 622-8380
                                                Refer Reply to: CP:E:EP:Q:3

Plan Description: Prototype Non-standardized
Profit Sharing Plan with CODA
FFN: 50296321903-001  Case: 9400380  EIN: 13-3408212
BPD:  03  Plan:  001  Letter Serial No:  D256803b

PRUDENTIAL MUTUAL FUND MANAGEMENT INC.
1 SEAPORT PLAZA
NEW YORK, NY 10292

                                                   Date: 03/11/94


Dear Applicant:

In our opinion,  the amendment to the form of the plan identified above does not
in and of itself adversely affect the plan's  acceptability under Section 401 of
the Internal  Revenue  Code.  This opinion  relates only to the amendment to the
form of the plan.  It is not an  opinion  as to the  acceptability  of any other
amendment  or of the form of the plan as a whole,  or as to the  effect of other
Federal or local statutes.

You must  furnish a copy of this letter to each  employer  who adopts this plan.
You are also  required  to send a copy of the  approved  form of the  plan,  any
approved  amendments  and related  documents  to each Key  District  Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

Our  opinion  on the  acceptability  of the form of the plan is not a ruling  or
determination  as to whether an  employer's  plan  qualifies  under code section
401(a).  An  employer  who adopts  this plan will be  considered  to have a plan
qualified  under  Code  section  401(a)  provided  all the terms of the plan are
followed,   and  the  eligibility   requirements  and  contribution  or  benefit
provisions  are not more  favorable for highly  compensated  employees  than for
other  employees.  Except as stated  below,  the Key District  Director will not
issue a determination letter with regard to this plan.

Our opinion  does not apply to the form of the plan for purposes of Code section
401(a)(16) if: (1) an employer ever main-tained  another  qualified plan for one
or more  employees who are covered by this plan,  other than a specified  paired
within the meaning of Section 7 of Rev.  Proc.  89-9,  1989-1  C.B.  780: or (2)
after December 31, 1985, the employer  maintains a welfare  benefit fund defined
in  Code  Section  419(e),  which  provides  post  retirement  medical  benefits
allocated  to separate  accounts  for key  employees  as defined in Code section
419A(d)(3).

An employer  that has adopted a  standardized  plan may not rely on this opinion
letter with respect to: (1) whether any amendment or series of amendments to the
plan satisfies the nondiscrimination  requirements of section.  1.401(a)(4)-5(a)
of the  regulations,  except with respect to the plan  amendments  granting past
service that meet the safe harbor described in section  1.401(a)(4)-5(a)(5)  and
are not part of a pattern of  amendments  that  significantly  discriminates  in
favor of a highly compensated  employees;  or (2) whether the plan satisfies the
effective   availability   requirement  of  section   1.401(a)(4)-4(c)   of  the
regulations with respect to any benefits, right or feature.

An employer that has adopted a standardized plan as an amendment to a plan other
than a  standardized  plan may not rely on this  opinion  letter with respect to
whether a  benefit,  right or other  feature  that is  prospectively  eliminated
satisfies the current  availability  requirements  of section  1.401(a)-4 of the
regulations.

<PAGE>


Prudential Mutural Fund Management Inc
FFN:50296321903-001
Page 2

The employer may request a determination (1) as to whether the plan,  considered
with all related  qualified  plans and, if  appropriate,  welfare benefit funds,
satisfies  the  requirements  of Code section  401(a)(16) as to  limitations  on
benefits  and   contributions   in  Code  section   415;   (2)   regarding   the
nondiscriminatory  effect of grants of past  service;  and (3) with  respect  to
whether a  prospectively  eliminated  benefit,  right or feature  satisfies  the
current availability requirements.

Our  opinion  does not  apply to the form of the plan for  purposes  of  section
401(a) of the code  unless the terms of the plan,  as adopted or  amended,  that
pertain  to the  requirements  of  sections  401(a)(4),  401(a)(5),  401(a)(17),
401(l),  401(b) and 401(s) of the Code, as amended by the Tax Reform Act of 1986
or subsequent legislation, (a) are made effective retroactively to the first day
of the first plan year beginning  after December 31, 1988 (or such other date on
which these  requirements  first became effective with respect to this plan); or
(b) are made  effective  no later than the first day on which the employer is no
longer  entitled,  under  regulations,  to  rely  on a  reasonable,  good  faith
interpretation  of these  requirements,  and the  prior  provisions  of the plan
constitute such an interpretation.

This letter with respect to the amendment to the form of the plan does no affect
the  applicability to the plan of the continued,  interim and extended  reliance
provisions  of section 13 and 17.03 of Rev.  Proc.  89-9,  1989-1  C.B.  780 The
applicability  of such  provisions may be determined by reference to the initial
opinion letter issued with respect to the plan.

If you, the  sponsoring  organization,  have any  questions  concerning  the IRS
processing of this case, please call the above telephone number.  This number is
only for use of the  sponsoring  organization.  Individual  participants  and/or
adopting  employers  with  questions  concerning  the plan  should  contact  the
sponsoring  organization.   The  plan's  adoption  agreement  must  include  the
sponsoring organization's address and telephone number for inquiries by adopting
employers.

If you write to the IRS  regarding  this plan,  please  provide  your  telephone
number  and the  most  convenient  time  for us to  call  in  case we need  more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.

You should  keep this  letter as a  permanent  record.  Please  notify us if you
modify or discontinue sponsorship of this plan.

                                       Sincerely yours,

                                      Chief Employee Plans Qualifications Branch


<PAGE>


Internal Revenue Service                       Department of the Treasury
                                               Washington, DC 20224
                                               Person to Contact: Mr. Dua
                                               Telephone Number: (202) 622-8380
                                               Refer Reply to: CP:E:EP:Q:3

Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
FFN: 50396321903-002  Case: 9400381  EIN: 13-3408212
BPD:  03  Plan:  002  Letter Serial No:  D356804b

PRUDENTIAL MUTUAL FUND MANAGEMENT INC.
1 SEAPORT PLAZA
NEW YORK, NY 10292

                                                Date: 03/11/94


Dear Applicant:

In our opinion,  the amendment to the form of the plan identified above does not
in and of itself adversely affect the plan's  acceptability under Section 401 of
the Internal  Revenue  Code.  This opinion  relates only to the amendment to the
form of the plan.  It is not an  opinion  as to the  acceptability  of any other
amendment  or of the form of the plan as a whole,  or as to the  effect of other
Federal or local statutes.

You must  furnish a copy of this letter to each  employer  who adopts this plan.
You are also  required  to send a copy of the  approved  form of the  plan,  any
approved  amendments  and related  documents  to each Key  District  Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

An  employer  who  adopts  the  amended  form of the plan  after the date of the
amendment should apply for a determination  letter by filing an application with
the Key  District  Director  of the  Internal  Revenue on Form 5307,  Short Form
Application for Determination for Employee Benefit Plan.

This  letter  with  respect  to the  amendment  to the form of the plan does not
affect the  applicability  to the plan of the  continued,  interim and  extended
reliance  provisions of sections 13 and 17.03 of Rev.  Proc.  89-9,  1989-1 C.B.
780. The  applicability of such provisions may be determined by reference to the
initial opinion letter issued with respect to the plan.

If you, the  Sponsoring  organization,  have any  questions  concerning  the IRS
processing of this case, please call the above telephone number.  This number is
only for use of the sponsoring  organization.  Individual  participants   and/or
adopting  employers  with  questions  concerning  the plan  should  contact  the
sponsoring  organization.   The  plan's  adoption  agreement  must  include  the
sponsoring organization's address and telephone number for inquiries by adopting
employers.

If you write to the IRS  regarding  this plan,  please  provide  your  telephone
number  and the  most  convenient  time  for us to  call  in  case we need  more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.

You should  keep this  letter as a  permanent  record.  Please  notify us if you
modify or discontinue sponsorship of this plan.


                                      Sincerely yours

                                      Chief Employees Plan Qualifications Branch

<PAGE>

                                                                 Plan #002
                       NON-STANDARDIZED ADOPTION AGREEMENT
                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                                 PLAN AND TRUST
                                  Sponsored by
                     PRUDENTIAL MUTUAL FUND MANAGEMENT, INC.

The Employer  named below hereby  establishes a Cash or Deferred  Profit-Sharing
Plan for  eligible  Employees  as provided in this  Adoption  Agreement  and the
accompanying Basic Prototype Plan and Trust, Basic Plan Document #04.

1.   EMPLOYER INFORMATION

     NOTE:       If multiple  Employers  are  adopting the Plan,  complete  this
                 section based on the lead  Employer.  Additional  Employers may
                 adopt this Plan by attaching  executed  signature  pages to the
                 back of the Employer's Adoption Agreement.

     (a)   NAME AND ADDRESS:

     Trend-Lines, Inc.
     135 American Legion Highway
     Revere, MA 02151

     (b)   TELEPHONE NUMBER:  (617) 853-0900

     (c)   TAX ID NUMBER:     04-2722797

     (d)   FORM OF BUSINESS:

     [  ]   (i)   Sole Proprietor

     [  ]   (ii)  Partnership

     [X]    (iii) Corporation

     [  ]   (iv)  "S" Corporation (formerly known as Subchapter S)

     [  ]   (v)   Other:  __________________________

     (e)    NAME OF PLAN:     Trend-Lines, Inc. 401(k) Savings Plan

     (f)    THREE DIGIT PLAN NUMBER FOR ANNUAL RETURN/REPORT:  001

2.   EFFECTIVE DATE

     (a) This is a new Plan having an effective date of _______________________.

     (b) This is an amended Plan.

           (i)    The effective date of the original Plan was March 1, 1989. The
                  effective date of the amended Plan is October 1, 1998.

           NOTE:      The effective  date of the amended Plan for the Tax Reform
                      Act of 1986 required  changes is the first day of the 1987
                      Plan Year.  Sections 7(f) and 12 herein shall be effective
                      as of the  first  day of the 1989  Plan  Year.  Any  prior
                      amendments  to the plan which were intended to have effect
                      after December 31, 1986 will continue to be in effect only
                      until the  effective  date of this  amended  and  restated
                      plan.

3.   DEFINITIONS

     (a)        (i)  "Compensation."  For  purposes  of Elective  Deferrals  and
                Top-Heavy   contributions,   Compensation   includes  everything
                enumerated in paragraph 1.12 of the Basic Plan Document #04. For
                purposes  of all other  Employer  contributions  (except  if the
                Employer selects an Integrated Allocation Formula), Compensation
                will exclude the following:

                [  ] (1)overtime.

                [  ] (2)bonuses.

                [  ] (3)commissions.

                [X]  (4)stock options

     [  ]       (ii) For purposes of Discretionary Contributions, Compensation
                will  only  include  amounts  for the  period  during  which the
                employee was eligible to participate.

     NOTE:      Any  exclusion  of  compensation   must  satisfy  the
                requirements  of  IRS Regulations  Section 1.401(a)(4) and Code
                Section 414(s) and the regulations thereunder.

     (b)  "Entry Date"

          [X]          (i)  The  first  day  of the  month  coinciding  with  or
                       following  the  date  on  which  an  Employee  meets  the
                       eligibility requirements.

          [  ]         (ii) The  earlier  of the first day of the Plan Year or
                       the  first  day of the  seventh  month of the  Plan  Year
                       coinciding  with  or  following  the  date  on  which  an
                       Employee meets the eligibility requirements.

          [  ]         (iii) The first day of the Plan Year.  or the first day
                       of the  fourth  month,  or the first  day of the  seventh
                       month or the first day of the  tenth  month,  of the Plan
                       Year  coinciding  with or following  the date on which an
                       Employee meets the eligibility requirements.

(c)   "Hours  of  Service."  Shall be  determined  on the  basis  of the  method
      selected below. Only one method may be selected. The method selected shall
      be applied to all Employees covered under the Plan as follows:

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

          [ ]          (ii) On the basis of days worked.  An Employee shall be
                       credited   with  ten  (10)  Hours  of  Service  if  under
                       paragraph  1.41  of the  Basic  Plan  Document  #04  such
                       Employee  would be credited with at least one (1) Hour of
                       Service during the day.

          [ ]          (iii) On the basis of weeks worked.  An Employee  shall
                       be  credited  with  forty-five  (45)  Hours of Service if
                       under  paragraph 1.41 of the Basic Plan Document #04 such
                       Employee  would be credited with at least one (1) Hour of
                       Service during the week.

(d)   "Limitation  Year."  The  Limitation  Year  shall be the Plan Year  unless
      another year is specified here:

(e)   "Net Profit"

          [X]          (i) Not applicable  (profits will not be required for any
                       contributions to the Plan).

          [ ]          (ii) As defined in paragraph 1.48 of the Basic Plan
                       Document #04.

(f)   "Plan Year." The  12-consecutive  month period commencing on January 1 and
      ending on December 31.

(g)   "Qualified  Early  Retirement  Age." For purposes of making  distributions
      under the provisions of a Qualified  Domestic  Relations Order, the Plan's
      Qualified Early Retirement Age with regard to the Participant against whom
      the  order is  entered  [ ] shall  [x]  shall not be the date the order is
      determined  to be qualified.  If "shall" is elected,  this will only allow
      payout to the alternate payee(s).

(h)   "Qualified  Joint and Survivor  Annuity."  The  safe-harbor  provisions of
      paragraph 8.7 of the Basic Plan Document #04 are  applicable.  If the Plan
      is not safe-harbored  under paragraph 8.7 of the Basic Plan Document,  the
      survivor  annuity shall be 50% of the annuity  payable during the lives of
      the Participant and Spouse.

(i)   "Taxable Wage Base"

       [X] (i) Not Applicable - Plan is not integrated with Social Security.

       [ ] (ii) The maximum  earnings  considered  wages for such Plan Year
           under Code Section 3121(a).

       [ ] (iii)  __% (not more than  100%) of the  amount  considered wages
           for such Plan Year under Code Section 3121(a).

       [ ] (iv) $________,  provided that such amount is not in excess of the
           amount determined under paragraph 3(i)(ii) above.

      NOTE:    Using less than the maximum at (ii) may result in a change in the
               allocation formula in Section 7.

(j)   "Year of Service"

      (i)   For Eligibility Purposes:  (Choose one)

            [X]          (1) The  12-consecutive  month  period  during which an
                         Employee  is  credited  with 1000 (not more than 1,000)
                         Hours of Service.

            [  ]         (2)   Elapsed Time

             If no answer is  specified,  the Hours of  Service  method  will be
used.

      (ii)  For Allocation  Accrual Purposes:  The  12-consecutive  month period
            during  which an  Employee  is  credited  with  _____ (not more than
            1,000) Hours of Service.

      (iii) For Vesting Purposes:  (Choose one)

            [X]          (1) The  12-consecutive  month  period  during which an
                         Employee  is  credited  with 1000 (not more than 1,000)
                         Hours of Service.

            [  ]         (2)   Elapsed Time

            If no answer is specified, the Hours of Service method will be used.

4.   ELIGIBILITY REQUIREMENTS

     (a)   Service:

            [  ]  (i)   The Plan shall have no service requirement.

            [X]   (ii)  The  Plan  shall  cover  only   Employees   having
                  completed at least one Year of Service.

            [  ]  (iii) The Plan  shall  cover  only  Employees  having
                  completed at least __ months (less than 12).

      NOTE:  If the  eligibility  period  selected  is less than one year,  an
             Employee will not be required to complete any specified  number of
             Hours of Service to receive credit for such period.

      (b)   Age:

            [  ]  (i)   The Plan shall have no minimum age requirement.

            [X]   (ii)  The  Plan  shall  cover  only  Employees   having
                  attained age 21(not more than age 21).

      (c)   Classification:

      The Plan  shall  cover  all  Employees  who  have met the age and  service
      requirements with the following exceptions:

      [  ]  (i)   No exceptions.

      [X]   (ii)  The Plan shall exclude Employees included in a unit of
                  Employees covered by a collective bargaining agreement between
                  the Employer and Employee Representatives, if retirement
                  benefits were the subject of good faith bargaining and if two
                  percent or less of the Employees who are covered pursuant to
                  that agreement are professionals as defined in Regulations
                  Section 1.410(b)-9. For this purpose, the term "Employee
                  Representative" does not include any organization more than
                  half of whose members are Employees who are owners, officers,
                  or executives of the Employer.

      [  ]  (iii) The Plan shall exclude  Employees who are  nonresident
                  aliens [within the meaning of Code Section  7701(b)(1)(B)] and
                  who  receive  no earned  income  [within  the  meaning of Code
                  Section  91l(d)(2)] from the Employer which constitutes income
                  from sources  within the United States  [within the meaning of
                  Code Section 861(a)(3)].

      [X]   (iv)  The  Plan   shall   exclude   from   participation   any
                  nondiscriminatory  classification  of Employees  determined as
                  follows:

                  leased employees

      (d)   Employees on Effective Date:

      [X]         (i) Not Applicable.  All Employees will be required to satisfy
                  both the age and Service requirements specified above.

      [ ]         (ii) Employees  employed on the Plan's Effective Date do not
                  have to satisfy the Service requirements specified above.

      [ ]         (iii) Employees  employed on the Plan's Effective Date do not
                  have to satisfy the age requirements specified above.

5.   RETIREMENT AGES

     (a)   Normal Retirement Age:

           If the Employer  imposes a  requirement  that  Employees  retire upon
           reaching a specified  age, the Normal  Retirement  Age selected below
           may not exceed the Employer imposed mandatory retirement age.

           [X] (i)  Normal Retirement Age shall be 60 (not to exceed age 65).

           [ ] (ii) Normal  Retirement  Age  shall  be the  later of
                    attaining  age ___ (not to exceed age 65) or the __ (not
                    to exceed the 5th)  anniversary  of the first day of the
                    first  Plan  Year in  which  the  Participant  commenced
                    participation in the Plan.

     (b)  Early Retirement Age:  See Attached Addendum

          Early  Retirement  Age shall not be  applicable  unless  the  Employer
          attached  a form to this  Adoption  Agreement  certifying  that  Early
          Retirement  Age is a benefit which has accrued  under the  predecessor
          Plan which cannot be cut back under Code Section 411(d)(6).

6.    EMPLOYEE CONTRIBUTIONS

      [X] (a) Participants shall be permitted to make Elective Deferrals
              in any  amount  from 1% (not more than 2%) up to 20% (not more
              than 20%) of their Compensation.

              If (a) is applicable, Participants shall be permitted to amend
              their Salary  Savings  Agreements  to change the  contribution
              percentage in accordance  with the  procedures  established by
              the Plan Administrator.

      [X] (b) Participants  shall be  permitted  to make  after  tax  Voluntary
              Contributions.

      NOTE:   The Average  Deferral  Percentage Test will apply to contributions
              under (a) above.  The Average Contribution  Percentage  Test  will
              apply  to contributions under (b) and may apply to (a).

7.    EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

      NOTE:   The Employer shall make contributions to the Plan in accordance
              with the formula or formulas selected below. The Employer's
              contribution shall be subject to the limitations contained in
              Articles III and X. For this purpose, a contribution for a  Plan
              Year shall be limited for the Limitation  Year  which  ends with
              or within  such Plan  Year.  Also,  the integrated  allocation
              formulas below are for Plan Years beginning in 1989 and  later.
              The  Employer's  allocation  for  earlier  years  shall be as
              specified in its Plan prior to amendment for the Tax Reform Act
              of 1986.

            (a) Current or Accumulated Net Profits are required for:

                  [  ]  (i)   Matching Contributions.

                  [  ]  (ii)  Qualified Non-Elective Contributions.

                  [  ]  (iii) Discretionary Contributions.

                  If no answer is specified,  Current or Accumulated Net Profits
                  will not be required.

      NOTE:  Elective Deferrals can always be contributed regardless of profits.

            (b) Salary Savings Agreement:

                  The   Employer   shall   contribute   and   allocate  to  each
                  Participant's  account an amount equal to the amount  withheld
                  from the Compensation of such  Participant  pursuant to his or
                  her Salary Savings Agreement.

                  An Employee who has  terminated  his or her election under the
                  Salary Savings  Agreement other than for hardship  reasons may
                  not make another Elective Deferral:

                  [X] (i) until the first day of the next Plan Year.

                  [ ] (ii)  until the first day of the next valuation period.

                  [ ] (iii) for a period of  ______  month(s)  (not to exceed 12
                  months). If no option is specified, option (ii) will apply.

[X] (c) Matching Employer Contribution [See paragraphs (g),(h) and (i)]:

                  [X]          (i)   Percentage   Match:   The  Employer   shall
                               contribute   and   allocate   to  each   eligible
                               Participant's  account an amount equal to 100% of
                               the   amount   contributed   and   allocated   in
                               accordance   with  paragraph   7(b)  above.   The
                               Employer  shall  not match  Participant  Elective
                               Deferrals  as provided  above in excess of $_____
                               or  in   excess   of  3%  of  the   Participant's
                               Compensation.

                  [ ]         (ii)  Discretionary  Match:  The Employer  shall
                              contribute   and   allocate   to   each   eligible
                              Participant's   account   a   percentage   of  the
                              Participant's  Elective  Deferral  contributed and
                              allocated in accordance with paragraph 7(b) above.
                              The Employer shall not match Participant  Elective
                              Deferrals  in  excess  of  $____ or in  excess  of
                              ______% of the Participant's Compensation.

                  [ ]          (iii)  Tiered   Match:   The  Employer   shall
                               contribute  and  allocate  to each  Participant's
                               account an amount  equal to ___% of the first __%
                               of the  Participant's  Compensation,  and ___% of
                               the next ____% of the Participant's Compensation.

      NOTE:  Percentages specified in (iii) above may not increase as the
             percentage of Participant's contribution increases.

             [  ]  (iv)  Flat Dollar Match:  The Employer shall contribute and
                         allocate to each Participant's account $______ if the
                         Participant defers at lease 1% of Compensation.

                   (v)   Eligibility for Match: Matching contributions will
                         be  made  to  [X]  all   Employees   eligible   to
                         participate   only   to   non-Highly   Compensated
                         Employees eligible to participate.

             [  ]  (vi)  Qualified   Match:   Employer   Matching
                         Contributions   will  be  treated   as   Qualified
                         Matching  Contributions to the extent specified by
                         the  Employer  at the time the  Matching  Employer
                         Contributions are made.

                   (vii) Matching Contribution Computation Period: The time
                         period upon which matching  contributions  will be
                         based shall be:

                  [ ] (A) weekly
                  [X] (B) bi-weekly
                  [ ] (C) semi-monthly
                  [ ] (D) monthly
                  [ ] (E) quarterly
                  [ ] (F) semiannually
                  [ ] (G) annually

[ ]   (d)   Qualified Non-Elective Employer Contribution - [See paragraphs (g),
            (h)  and  (i)]  These  contributions  are  fully  vested  when
            contributed.

            The   Employer   shall   have  the  right  to  make  an   additional
            discretionary contribution which shall be allocated to each eligible
            Employee in proportion to his or her Compensation as a percentage of
            the  Compensation  of  all  eligible  Employees.  This  part  of the
            Employer's   contribution  and  the  allocation   thereof  shall  be
            unrelated to any Employee  contributions made hereunder.  The amount
            of  Qualified  non-Elective  Contributions  taken into  account  for
            purposes of meeting the ADP or ACP test  requirements  is the amount
            necessary to meet both the ADP and ACP tests. Qualified non-Elective
            Contributions will be made to only non-Highly  Compensated Employees
            eligible to participate.

[ ]   (e)   Additional Employer Contribution Other Than Qualified   Non-Elective
            Contributions Non-Integrated [See paragraphs (g), (h) and (i)]

            The   Employer   shall   have  the  right  to  make  an   additional
            discretionary contribution which shall be allocated to each eligible
            Employee in proportion to his or her Compensation as a percentage of
            the  Compensation  of  all  eligible  Employees.  This  part  of the
            Employer's   contribution  and  the  allocation   thereof  shall  be
            unrelated to any Employee contributions made hereunder.

[ ]   (f)   Additional Employer Contribution - Integrated Allocation Formula
            (See paragraphs (g,),(h) and (i)]

             The Employer's  contribution for the Plan Year plus any forfeitures
             (only if they are  reallocated  to  Participants  under  Section  9
             herein),   shall  be   allocated   to  the   accounts  of  eligible
             Participants  as  set  forth  in the  Basic  Plan  Document  #04 of
             paragraph 5.3.

NOTE:  Only one plan maintained by the Employer may be integrated with Social
       Security.

     (g)   Allocation of Excess Amounts (Annual Additions)

           Excess  deferrals  which result in an Excess Amount shall be returned
           to the Participant. In the event that the allocation formula of other
           contributions results in an Excess Amount. such excess shall be:

           [X] (i) placed in a suspense  account  accruing  no gains or
                   losses for the benefit of the Participant.

           NOTE:   For every Limitation Year, or part thereof, that a suspense
                   account exists, the Employer will be subjected to a
                   ten-percent penalty on the monies held in the suspense
                   account.

           [ ] (ii) reallocated as additional Employer contributions to all
                    other Participants to the extent that they do not have any
                    Excess Amount.

                    If no answer is specified,  the suspense  account method
                    will be used.

     (h)   Minimum Employer Contribution Under Top-Heavy Plans:

           For any Plan Year during which the Plan is Top-Heavy,  the sum of the
           contributions  and  forfeitures  as allocated  to eligible  Employees
           under paragraphs  7(d), 7(e), 7(f), and 9 of this Adoption  Agreement
           shall not be less than the amount  required  under  paragraph 14.2 of
           the Basic Plan Document #04. Top-Heavy minimums will be allocated to:
           [ ] (i) all eligible  Participants.  [X] (ii) only  eligible  non-Key
           Employees who are Participants.

     (i)   Return of Excess Contributions and/or Excess Aggregate Contributions:

           In the event that one or more Highly Compensated Employees is subject
           to both the ADP and ACP tests and the sum of such tests  exceeds  the
           Aggregate  Limit,  the limit will be satisfied by reducing the ACP of
           the affected Highly Compensated Employees.

8.   ALLOCATIONS TO TERMINATED EMPLOYEES

     (a)   The Employer  will not allocate  Employer  related  contributions  to
           Employees  who  terminate  during a Plan  Year,  unless  required  to
           satisfy  the  requirements  of Code  Section  401(a)(26)  and 410(b).
           (These  requirements  are  effective  for  1989 and  subsequent  Plan
           Years.)

     (b)   The Employer  will allocate  Employer  related  contributions  to any
           Participant who terminates  during the Plan Year without accruing the
           necessary Hours of Service if they terminate as a result of:

                  [  ]  (i)   Retirement.

                  [  ]  (ii)  Disability.

                  [  ]  (iii) Death.

                  [  ]  (iv)  Other termination

9.   ALLOCATION OF FORFEITURES

     NOTE:  Subsections  (a), (b) and (c) below apply to forfeitures of amounts
            other than Excess Aggregate Contributions.

     (a)   Allocation Alternatives:

            [  ]  (i)   Not Applicable.  All contributions are always fully
                        vested.

            [  ]  (ii)  Forfeitures shall be allocated to Participants in
                        the same manner as the Employer's contribution.

            [  ]  (iii) Forfeitures  shall be  applied  to  reduce  the
                        Employer's contribution for such Plan Year.

            [X]   (iv)  Forfeitures    shall   be   applied   to   offset
                        administrative  expenses  of the  Plan.  If  forfeitures
                        exceed these expenses, (iii) above shall apply.

     (b) Date for Reallocation:

      NOTE:   If  no  distribution  has  been  made  to  a  former  Participant,
              sub-section (i) below will apply to such  Participant  even if the
              Employer  elects (ii) or (iii) below as its normal  administrative
              policy.

            [X]   (i)  Forfeitures  shall be reallocated at the end of the
                       Plan Year during which the former Participant incurs his
                       or her fifth consecutive one year Break In Service.

            [  ]  (ii)  Forfeitures  will  be  reallocated  immediately  (as  of
                        the  next Valuation Date).

            [  ]  (iii) Forfeitures will be reallocated as of the end of
                        the Plan Year in which the  Participant  separates  from
                        service.

            [  ]  (iv)  Forfeitures  shall be  reallocated at the end of the
                        Plan Year during  which the former  Employee  incurs his
                        or her ____ (lst, 2nd, 3rd, or 4th)  consecutive one
                        year Break In Service.

     (c) Restoration of Forfeitures:

            If amounts are forfeited prior to five consecutive  1-year Breaks in
            Service,  the Funds for  restoration  of  account  balances  will be
            obtained from the following  resources in the order  indicated (fill
            in 1 and 2 in the following boxes to indicate order):

            [  ]  (i)   Current year's forfeitures.

            [  ]  (ii)  Additional Employer contribution.

            If no answer is specified, the order will be (i) and (ii).

     (d) Forfeitures of Excess Aggregate Contributions shall be:

            [  ]  (i)   Applied to reduce Employer contributions.

            [X]   (ii)  Allocated,  after all other  forfeitures  under the
                        Plan,  to the  Matching  Contribution  account  of  each
                        non-Highly  Compensated  Participant  who made  Elective
                        Deferrals  in the ratio  which  each such  Participant's
                        Compensation  for  the  Plan  Year  bears  to the  total
                        Compensation  of all  Participants  for such Plan  Year.
                        Such  forfeitures  cannot be allocated to the account of
                        any Highly Compensated Employee.

            Forfeitures of Excess Aggregate  Contributions will be so applied at
            the end of the Plan Year in which they occur.

10.   CASH OPTION

      [  ]  (a)   The Employer may permit a Participant to elect to defer to the
                  Plan, an amount not to exceed _____% of any Employer paid cash
                  bonus made for such Participant for any year.  A Participant
                  must file an election to defer such contribution at least
                  fifteen (15) days prior to the end of the Plan Year.  If the
                  Employee fails to make such an election, the entire Employer
                  paid cash bonus to which the Participant would be entitled
                  shall be paid as cash and not to the Plan.  Amounts deferred
                  under this section shall be treated for all purposes as
                  Elective Deferrals.  Notwithstanding the above, the election
                  to defer must be made before the bonus is made available to
                  the Participant.

      [X]   (b)   Not Applicable.

      If no answer is specified, option (b) will apply.

11.   LIMITATIONS ON ALLOCATIONS

      [X]   This is the only Plan the  Employer  maintains  or ever  maintained,
            therefore, this section is not applicable.

      [ ]   The  Employer  does  maintain  or  has  maintained  another  Plan
            (including a Welfare Benefit Fund or an individual  medical account
            (as defined in Code  Section  415(l)(2)),  under which  amounts are
            treated as Annual  Additions) and has completed the proper sections
            below.

      Complete  (a),  (b)  and  (c)  only  if the  Employer  maintains  or  ever
      maintained another qualified plan,  including a Welfare Benefit Fund or an
      individual medical account [as defined in Code Section 415(l)(2)] in which
      any  Participant  in this Plan is (or was) a participant or could possibly
      become a participant.

      (a)   If the  Participant  is  covered  under  another  qualified  Defined
            Contribution Plan maintained by the Employer, other than a Master or
            Prototype Plan:

            [  ] (i)    the  provisions  of  Article X of the  Basic  Plan
                        Document  #04 will  apply,  as if the other  plan were a
                        Master or Prototype Plan.

            [  ] (ii)   Attach provisions  stating the method under which the
                        plans  will  limit  total  Annual  Additions  to the
                        Maximum Permissible Amount, and will property reduce any
                        Excess  Amounts,  in a manner  that  precludes  Employer
                        discretion.

            If no answer is specified. option (i) will apply.

      (b)   If a  Participant  is or ever has been a  participant  in a  Defined
            Benefit Plan maintained by the Employer:

            Attach  provisions  which will  satisfy the 1.0  limitation  of Code
            Section 415(e). Such language must preclude Employer discretion. The
            Employer  must also specify the interest and  mortality  assumptions
            used in determining Present Value in the Defined Benefit Plan.

      (c)   The minimum  contribution or benefit required under Code Section 416
            relating to Top-Heavy Plans shall be satisfied by:

            [  ] (i)    this Plan.

            [  ] (ii)   _________________________________________
                        (Name of other qualified plan of the Employer).

            [  ] (iii)  Attach provisions stating the method under which the
                        minimum  contribution and benefit provisions of Code
                        Section 416 will be satisfied. If a Defined Benefit Plan
                        is or was  maintained,  an  attachment  must be provided
                        showing  interest and mortality  assumptions used in the
                        Top-Heavy Ratio.

      If no answer is specified, option (i) will apply.

12.   VESTING

      Contributions  under  paragraph  7(b),  7(c)(vi) and 7(d) are always fully
      vested.  Employer  contributions,  shall be subject to the  vesting  table
      selected by the Employer  below. A Participant  shall receive credit for a
      Year of Service as specified at 3(j)(iii) of this Adoption Agreement.

      (a)   Vesting Schedules:

    NOTE:   The vesting  schedules  below only apply to a Participant who has at
            least one Hour of  Service  during or after the 1989 Plan  Year.  If
            applicable,  Participants  who  separated  from Service prior to the
            1989 Plan Year will remain  under the vesting  schedule as in effect
            in the Plan prior to amendment for the Tax Reform Act of 1986.

            (i)   Full and immediate vesting.

                       Years of Service
                        1       2       3      4      5      6     7
                        -       -       -      -      -      -     -
           (ii)          __%    100%
           (iii)         __%     __%    100%
           (iv)          __%     20%     40%    60%    80%  100%
           (v)           __%     __%     20%    40%    60%   80%   100%
           (vi)          10%     20%     30%    40%    60%   80%   100%
           (vii)         __%     __%     __%    __%   100%
           (viii)        20%     40%     60%    80%   100%  100%   100%

    NOTE:   The percentages selected for schedule (viii) may not be less for any
            year than the percentages shown at schedule (v).

      Contributions will vest as provided below:

            Vesting
            Option Selected          Type Of Employer Contribution
            ---------------          -----------------------------
                 viii                7(c) Employer Match on Salary Savings
                 N/A                 7(e) or (f) Employer Discretionary

      (b)   Top-Heavy Vesting

      For any Plan Year in which this Plan is Top-Heavy,  the following  minimum
      vesting rules will apply:

      (i)  Schedules  (v),  (vi),  and (viii) above will  automatically shift to
           schedule (iv).

      (ii) Schedule (vii) above will automatically shift to schedule (iii).

      (c) Service disregarded for Vesting:

      [X]   (i)   No service will be disregarded.

      [ ]   (ii)  Service prior to the  Effective  Date of this Plan or a
                  predecessor   plan  shall  be  disregarded  when  computing  a
                  Participant's vested and nonforfeitable interest.

      [ ]   (iii) Service prior to a Participant  having attained age 18
                  shall be disregarded when computing a Participant's vested and
                  nonforfeitable interest.

13.   SERVICE WITH PREDECESSOR ORGANIZATION

      For purposes of satisfying the Service requirements for eligibility, Hours
      of  Service   shall  include   Service  with  the  following   predecessor
      organization(s):
      (These hours will also be used for vesting purposes.)

      Post Tool, Inc.
      Corporate AQ

14.   ROLLOVER/TRANSFER CONTRIBUTIONS

      (a)   Rollover Contributions,  including Direct Rollovers, as described at
            paragraph  1.69 of the Basic Plan  Document #04, [X] shall [ ] shall
            not be permitted to be made to the Plan. If permitted, Employees [X]
            may [ ] may not make  Rollover  Contributions  prior to meeting  the
            eligibility requirements for participation in the Plan.

      (b)   Transfer  Contributions,  as described at paragraph 4.4 of the Basic
            Plan Document #04 [X] shall [ ] shall not be permitted to be made to
            the Plan. If permitted,  Employees [X] may [ ] may not make Transfer
            Contributions  prior to meeting  the  eligibility  requirements  for
            participation in the Plan.

      NOTE: Even if  available, the Employer may refuse to accept such
            contributions if its Plan  meets the  safe-harbor rules of paragraph
            8.7 of the Basic Plan Document #04.

15.   HARDSHIP WITHDRAWALS

      Hardship  withdrawals,  as provided for in paragraph 6.9 of the Basic Plan
      Document  #04,  [X]  are [ ] are not  permitted.  If  permitted,  Hardship
      withdrawals [X] shall [ ] shall not be limited to Elective Deferrals.

16.   PARTICIPANT LOANS

      Participant  loans,  as provided for in  paragraph  13.8 of the Basic Plan
      Document #04, [X] are [ ] are not permitted.  If permitted,  repayments of
      principal  and interest  shall be repaid to the  Participant's  segregated
      account.

17.   INSURANCE POLICIES

      The insurance  provisions of paragraph 13.9 of the Basic Plan Document #04
      [ ] shall [X] shall not be applicable.

18.   INVESTMENT DIRECTION

      [  ]  (a)   Employer Investment Direction

                  The Employer investment direction provisions,  as set forth in
                  Article  XIII  of  the  Basic  Plan  Document  #04,  shall  be
                  applicable as to the following:

            [  ]  (i)   All monies

            [  ]  (ii)  Employer Discretionary and Matching Monies

            [  ]  (iii) Employer Discretionary Monies excluding Matching Monies

            [  ]  (iv)  Employer Matching Monies only.

      [X]   (b)   Employee Investment Direction

                        Employee investment direction  provisions,  as set forth
                        in Article XIII of the Basic Plan Document #04, shall be
                        applicable to all monies not directed by Employer.

      If no answer is specified, Employee Investment Direction will apply.

NOTE: Each of the mutual funds in which the Plan may invest carries its own fees
      and expenses,  which may include  management  fees, Rule 12b-1 fees and/or
      other fees and  expenses,  which are  described  in detail in each  Fund's
      prospectus.  Employees  who  invest in one or more of these  mutual  funds
      will, as shareholders of those mutual funds,  bear their pro-rata  portion
      of each  fund's  fees and  expenses  and may also  pay a sales  charge  or
      contingent deferred sales charge in connection with their purchase of fund
      shares.  Employer  acknowledges  that Prudential  Securities  Incorporated
      (PSI) and Pruco Securities  Corporation  (Prusec) may be deemed to benefit
      from advisory and other fees paid to its affiliates in connection with the
      management  and  operation  of the mutual  funds in which the Employee may
      invest,  from sales charges and contingent  deferred sales charges imposed
      as  described  in the  prospectus  and from  fees  paid to The  Prudential
      Insurance  Company of America in connection  with the Guaranteed  Interest
      Account.

19.   EARLY PAYMENT OPTION    See Attached Addendum

      (a)   A Participant  who has attained age 59-1/2 and who has not separated
            from Service [X] may [ ] may not obtain a distribution of his or her
            vested Employer contributions.

      (b)   A Participant who has attained the Plan's Normal  Retirement Age and
            who has not  separated  from  Service  [X] may [ ] may not receive a
            distribution of his or her vested account balance.

NOTE: If the  Participant  has had the  right  to  withdraw  his or her  account
      balance in the past, this right may not be taken away. Notwithstanding the
      above, to the contrary,  required minimum  distributions will be paid. For
      timing of distributions, see item 20 below.

20.   DISTRIBUTION OPTIONS

      (a)  Timing of Distributions:

            In cases of termination benefits shall be paid:

            [ ] (i)     As soon as administratively feasible following the
                        close of the Plan Year during  which a  distribution  is
                        requested or is otherwise payable.

            [X] (ii)    As soon as administratively feasible, following the
                        date  on  which  a  distribution   is  requested  or  is
                        otherwise payable.

            [ ] (iii)   Only after the  Participant  has  achieved  the
                        Plan's Normal  Retirement Age, or Early  Retirement Age,
                        if applicable.

                        If no answer is specified, option (ii) will apply.

      (b)   Optional Forms of Payment:

            [X]   (i)   Lump Sum.

            [X]   (ii)  Installment Payments.

            [X]   (iii) Other form(s)* as specified:

                        Annuities:
                        Joint & 50% Survivor Annuity

            If no answer is specified, option (i) will apply.

            *Annuities  are only  available  in either a  nonsafe-harbored  Plan
            which does not meet the  provisions  of paragraph  8.7 of Basic Plan
            Document #04 or in a Plan which previously  offered  annuities as an
            optional form of payment.

21.   SPONSOR CONTACT

      The Sponsor of this Prototype Plan is Prudential  Mutual Fund  Management,
      Inc., One Seaport Plaza, New York, New York 10292. Any questions regarding
      this  Prototype   Plan  document  may  be  directed  to  your   Prudential
      Representative. You may also call Prudential Mutual Fund Services at (800)
      848-4015.

22.  SIGNATURES:

      Due to the  significant  tax  ramifications,  the Sponsor  recommends that
      before you execute this Adoption  Agreement,  you contact your attorney or
      tax advisor, if any.

      The  adopting  Employer  understands  that there are fees for each account
      under the Plan. The Basic Plan Document contains a pre-dispute arbitration
      clause found in Article XIII, Section 13.7 Arbitration.

      IF EMPLOYER INVESTMENT DIRECTION APPLICABLE, NAME(S) OF INDIVIDUAL(S)
      AUTHORIZED TO ISSUE INVESTMENT AND ADMINISTRATIVE INSTRUCTIONS TO THE PLAN
      SPONSOR OR AFFILIATE:

      (a) EMPLOYER:

          This  agreement  and the  corresponding  provisions  of the Plan and
          Trust Basic Plan  Document #04 were adopted by the Employer the 10th
          day of December, 1998.

          Signed for the Employer by:________________________________________

          Title:                    _________________________________________

          Signature:                _________________________________________

          The  Employer  understands  that its failure to properly  complete the
          Adoption Agreement may result in disqualification of its Plan.

          Employer's Reliance:  The adopting Employer may not rely on an opinion
          letter issued by the National  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.

          This  Adoption  Agreement may only be used in  conjunction  with Basic
          Plan Document #04.

[  ]  (b) TRUSTEE:

          Name of Trustee:

          [X]   Prudential Bank & Trust Company
                Two Concourse Parkway, Suite 500
                Atlanta, GA  30328

          NOTE: There is an annual trustee fee charged under the Plan if
                Prudential Bank & Trust Company is appointed as Trustee.

            [  ]  The Trustee(s) will be the following individuals:



            The  assets  of the  Fund  shall  be  invested  in  accordance  with
            paragraph  13.3 of the Basic Plan Document #04 as a Trust.  As such,
            the Employer's Plan as contained  herein was accepted by the Trustee
            the 7th day of April, 1999.


            Signed for the Trustee by:

                             ______________________     _____________________
                                    Signature                 Signature


                             ______________________     _____________________
                                    Signature                 Signature


                             ______________________     _____________________
                                    Signature                 Signature

(c)   Prudential Mutual Fund Management. Inc.

      The Employer's Agreement and the corresponding provisions of the Plan and
      Trust Basic Plan Document #04 were accepted by Prudential Mutual Fund
      Management. Inc. the 22nd day of February, 1999.

      Signed for by:   ____________________________________

      Title:           ____________________________________

      Signature:       ____________________________________


                                   Addendum to
                      Trend-lines, Inc. 401(k) Savings Plan

This will certify that the following  are benefits  which have accrued under the
predecessor  Plan which cannot be cut back under Code  Section  411(d)(6) of the
Internal Revenue Code of 1986, as amended.

o     Early Retirement Age is attained upon the date that a Participant  reaches
      age 55 and has 5 years of vesting service.

o     Any actively employed  participant who has completed at least 60 months of
      service as a participant may withdraw all or any part of his or her vested
      account balance from employer  contributions.  If not a participant for at
      least 60 months of  service  any  participant  may  withdraw  such  vested
      contributions  that  have  been in the  account  at least  two  years.  No
      withdrawal  shall be made by a participant in an amount which is less than
      (i) $1,000 or (ii) the participant's  account balance,  whichever is less.
      Not more than one such  withdrawal  shall be  permitted  during any twelve
      (12) month period.  Such distributions shall not be eligible for redeposit
      to the fund.

                    Signed for the Employer by:  __________________________

                    Title:      __________________________________

                    Signature:  __________________________________

                    Date:       __________________________________