<PAGE> 1











       EXHIBIT 10.0    EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN & TRUST















<page> 2













                             PENTEGRA SERVICES, INC.




                    EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                               BASIC PLAN DOCUMENT
















1//1/2001


<PAGE> 3





                                TABLE OF CONTENTS


ARTICLE I - PURPOSE AND DEFINITIONS                                            1

ARTICLE II - ARTICIPATION AND MEMBERSHIP                                      11
     Section 1       Eligibility Requirement                                  11
     Section 2       Exclusion of Certain Employees                           12
     Section 3       Waiver of Eligibility Requirements                       12
     Section 4       Exclusion of Non-Salaried Employees                      13
     Section 5       Commencement of Participation                            13
     Section 6       Termination of Participation                             14

ARTICLE III - CONTRIBUTIONS                                                   15
     Section 1       Contributions by Members                                 15
     Section 2       Elective Deferrals by Members                            15
     Section 3       Transfer of Funds and Rollover Contributions by Members  16
     Section 4       Employer Contributions - General                         17
     Section 5       Employer Matching Contributions                          17
     Section 6       Employer Basic Contributions                             18
     Section 7       Supplemental Contributions by Employer                   18
     Section 8       The Profit Sharing Feature                               19
     Section 9       The 401(k) Feature                                       21
     Section 10      Determining the Actual Deferral Percentages              23
     Section 11      Determining the Actual Contribution Percentages          25
     Section 12      The Aggregate Limit Test                                 30
     Section 13      Remittance of Contributions                              31
     Section 14      Safe Harbor CODA                                         32

ARTICLE IV - INVESTMENT OF CONTRIBUTIONS                                      34
     Section 1       Investment by Trustee or Custodian                       34
     Section 2       Member Directed Investments                              35
     Section 3       Employer Securities                                      35

ARTICLE V - MEMBERS' ACCOUNTS, UNITS AND VALUATION                            36

ARTICLE VI - VESTING OF ACCOUNTS                                              37
     Section 1       Vesting of Member Contributions, 401(k)
                     Deferrals, Qualified Nonelective Contributions
                     and Rollover Contributions                               37
     Section 2       Vesting of Employer Contributions                        37
     Section 3       Forfeitures                                              41

ARTICLE VII - WITHDRAWALS AND DISTRIBUTIONS                                   43
     Section 1       General Provisions                                       43
     Section 2       Withdrawals While Employed                               44
     Section 3       Distributions Upon Termination of Employment             46
     Section 4       Distributions Due to Disability                          51
     Section 5       Distributions Due to Death                               52

<PAGE> 4



     Section 6       Minimum Required Distributions                           53

ARTICLE VIII - LOAN PROGRAM                                                   58
     Section 1       General Provisions                                       58
     Section 2       Loan Application                                         58
     Section 3       Permitted Loan Amount                                    60
     Section 4       Source of Funds for Loan                                 60
     Section 5       Conditions of Loan                                       61
     Section 6       Crediting of Repayment                                   61
     Section 7       Cessation of Payments on Loan                            62
     Section 8       Loans to Former Members                                  62

ARTICLE IX - ADMINISTRATION OF PLAN AND ALLOCATION
              OF RESPONSIBILITIES                                             64
     Section 1       Fiduciaries                                              64
     Section 2       Allocation of Responsibilities Among the Fiduciaries     64
     Section 3       No Joint Fiduciary Responsibilities                      67
     Section 4       Investment Manager                                       67
     Section 5       Advisor to Fiduciary                                     68
     Section 6       Service in Multiple Capacities                           68
     Section 7       Appointment of Plan Administrator                        68
     Section 8       Powers of the Plan Administrator                         69
     Section 9       Duties of the Plan Administrator                         69
     Section 10      Action by the Plan Administrator                         69
     Section 11      Discretionary Action                                     69
     Section 12      Compensation and Expenses of Plan Administrator          70
     Section 13      Reliance on Others                                       70
     Section 14      Self Interest                                            70
     Section 15      Personal Liability - Indemnification                     70
     Section 16      Insurance                                                71
     Section 17      Claims Procedures                                        71
     Section 18      Claims Review Procedures                                 72

ARTICLE X - MISCELLANEOUS PROVISIONS                                          73
     Section 1       General Limitations                                      73
     Section 2       Top Heavy Provisions                                     82
     Section 3       Information and Communications                           85
     Section 4       Small Account Balances                                   85
     Section 5       Amounts Payable to Incompetents, Minors or Estates       85
     Section 6       Non-Alienation of Amounts Payable                        86
     Section 7       Unclaimed Amounts Payable                                86
     Section 8       Leaves of Absence                                        87
     Section 9       Return of Contributions to Employer                      88
     Section 10      Controlling Law                                          88

ARTICLE XI - AMENDMENT & TERMINATION                                          89
     Section 1       General                                                  89
     Section 2       Termination of Plan and Trust                            89
     Section 3       Liquidation of Trust Assets in the Event of Termination  89



<PAGE>  5



     Section 4       Partial Termination                                      90
     Section 5       Power to Amend                                           90
     Section 6       Solely for Benefit of Members, Terminated
                       Members and their Beneficiaries                        91
     Section 7       Successor to Business of the Employer                    91
     Section 8       Merger, Consolidation and Transfer                       92
     Section 9       Revocability                                             92

TRUSTS ESTABLISHED UNDER THE PLAN                                             94








<PAGE> 6




                                    ARTICLE I
                             PURPOSE AND DEFINITIONS

SECTION 1.1

This Plan and Trust, as evidenced hereby, and the applicable Adoption Agreement
and Trust Agreement(s), are designed and intended to qualify in form as a
qualified profit sharing plan and trust under the applicable provisions of the
Internal Revenue Code of 1986, as now in effect or hereafter amended, or any
other applicable provisions of law including, without limitation, the Employee
Retirement Income Security Act of 1974, as amended. Effective January 1, 2001,
except as otherwise provided, the Plan is hereby amended and restated in its
entirety to provide as follows:

SECTION 1.2

The following words and phrases as used in this Plan shall have the following
meanings:

     (A)      "ACCOUNT" means the Plan account established and maintained in
              respect of each Member pursuant to Article V, to which Account
              shall be allocated, as applicable, the Member's after-tax amounts,
              401(k) amounts, Employer matching amounts, basic amounts,
              supplemental amounts, profit sharing amounts, qualified
              non-elective contribution amounts, rollover amounts, and funds
              directly transferred to the Plan.

     (B)      "ACTUAL DEFERRAL PERCENTAGE TEST SAFE HARBOR" means the method
              described in Section 3.14 (A) of Article III for satisfying the
              actual deferral percentage test of ss.401(k)(3) of the Code.

     (C)      "ACTUAL DEFERRAL PERCENTAGE TEST SAFE HARBOR CONTRIBUTIONS" means
              Employer matching contributions and non-elective contributions
              described in section 3.14 (A) (1) of Article III.

     (D)      "ADOPTION AGREEMENT" means the separate document by which the
              Employer has adopted the Plan and specified certain of the terms
              and provisions hereof. If any term, provision or definition
              contained in the Adoption Agreement is inconsistent with any term,
              provision or definition contained herein, the one set forth in the
              Adoption Agreement shall govern. The Adoption Agreement shall be
              incorporated into and form an integral part of the Plan.



<PAGE> 7



     (E)      "BENEFICIARY" means the person or persons designated to receive
              any amount payable under the Plan upon the death of a Member. Such
              designation may be made or changed only by the Member on a form
              provided by, and filed with, the Third Party Administrator prior
              to his death. If the Member is not survived by a Spouse and if no
              Beneficiary is designated, or if the designated Beneficiary
              predeceases the Member, then any such amount payable shall be paid
              to such Member's estate upon his death.

     (F)      "BOARD" means the Board of Directors of the Employer adopting the
              Plan.

     (G)      "BREAK IN SERVICE" means:

              (1) Where an Employer has elected, in its Adoption Agreement, to
              use the hours of service method for eligibility and/or vesting, a
              Plan Year during which an individual has not completed more than
              500 Hours of Employment, as determined by the Plan Administrator
              in accordance with the IRS Regulations. Solely for purposes of
              determining whether a Break in Service has occurred, an individual
              shall be credited with the Hours of Employment which such
              individual would have completed but for a maternity or paternity
              absence, as determined by the Plan Administrator in accordance
              with this Paragraph, the Code and the applicable regulations
              issued by the DOL and the IRS; provided, however, that the total
              Hours of Employment so credited shall not exceed 501 and the
              individual timely provides the Plan Administrator with such
              information as it may require. Hours of Employment credited for a
              maternity or paternity absence shall be credited entirely (i) in
              the Plan Year in which the absence began if such Hours of
              Employment are necessary to prevent a Break in Service in such
              year, or (ii) in the following Plan Year. For purposes of this
              Paragraph, maternity or paternity absence shall mean an absence
              from work by reason of the individual's pregnancy, the birth of
              the individual's child or the placement of a child with the
              individual in connection with the adoption of the child by such
              individual, or for purposes of caring for a child for the period
              immediately following such birth or placement.

              (2) Where an Employer has elected to use the elapsed time method
              for eligibility and/or vesting service, a Period of Severance of
              at least 12 consecutive months.


                                       2


<PAGE> 8



     (H)      "CODE" means the Internal Revenue Code of 1986, as now in effect
              or as hereafter amended. All citations to sections of the Code are
              to such sections as they may from time to time be amended or
              renumbered.

     (I)      "COMMENCEMENT DATE" means the date on which an Employer begins to
              participate in the Plan.

     (J)      "CONTRIBUTION DETERMINATION PERIOD" means the Plan Year, fiscal
              year, or calendar or fiscal quarter, as elected by an Employer,
              upon which eligibility for and the maximum permissible amount of
              any Profit Sharing contribution, as defined in Article III, is
              determined. Notwithstanding the foregoing, for purposes of Article
              VI, Contribution Determination Period means the Plan Year.

     (K)      "DISABILITY" means a Member's disability as defined in Article
              VII, Section 7.4.

     (L)      "DOL" means the United States Department of Labor.

     (M)      "EMPLOYEE" means any person in Employment, and who receives
              compensation from, the Employer, and any leased employee within
              the meaning of Section 414(n)(2) of the Code. The term "leased
              employee" means any person (other than an employee of the
              recipient) who pursuant to an agreement between the recipient and
              any other person ("leasing organization") has performed services
              for the recipient (or for the recipient and related persons
              determined in accordance with Section 414(n)(6) of the Code) on a
              substantially full time basis for a period of at least one year,
              and such services are performed under primary direction or control
              by the recipient. Contributions or benefits provided a leased
              employee by the leasing organization which are attributable to
              services performed for the recipient employer shall be treated as
              provided by the recipient employer.

              A leased employee shall not be considered an employee of the
              recipient if: (i) such employee is covered by a money purchase
              pension plan providing: (1) a nonintegrated employer contribution
              rate of at least 10 percent of compensation, as defined in Section
              415(c)(3) of the Code, but including amounts contributed pursuant
              to a salary reduction agreement which are excludable from the
              employee's gross income under Section 125, Section 402(e)(3),
              Section 402(h)(1)(B) or Section 403(b) of the Code, (2) immediate
              participation, and (3) full and


                                       3

<PAGE> 9



              immediate vesting; and (ii) leased employees do not constitute
              more than 20 percent of the recipient's non-highly compensated
              work force.

     (N)      "EMPLOYER" means the entity named in the Adoption Agreement and
              any other entity which, together therewith, constitutes an
              affiliated service group (as defined in Section 414(m)(2) of the
              Code), any corporation which, together therewith, constitutes a
              controlled group of corporations as defined in Section 1563 of the
              Code, and any other trade or business (whether incorporated or
              not) which, together therewith, are required to be aggregated
              under Sections 414(b), 414(c), or 414(o) of the Code. For purposes
              of the definition of "Salary" in Section 1.2(II) and Article III
              of the Plan, "Employer" shall refer only to the applicable entity
              that is participating in the Plan.

     (O)      "EMPLOYMENT" means service with an Employer.

     (P)      "ENROLLMENT DATE" means the date on which an Employee becomes a
              Member as provided under Article II.

     (Q)      "ERISA" means the Employee Retirement Income Security Act of 1974,
              as now in effect or as hereafter amended.

     (R)      "FIDUCIARY" means any person who (i) exercises any discretionary
              authority or control with respect to the management of the Plan or
              control with respect to the management or disposition of the
              assets thereof, (ii) renders any investment advice for a fee or
              other compensation, direct or indirect, with respect to any moneys
              or other property of the Plan, or has any discretionary authority
              or responsibility to do so, or (iii) has any discretionary
              authority or responsibility in the administration of the Plan,
              including any other persons (other than trustees) designated by
              any Named Fiduciary to carry out fiduciary responsibilities,
              except to the extent otherwise provided by ERISA.

     (S)      "HIGHLY COMPENSATED EMPLOYEE" means for Plan Years beginning after
              December 31, 1996, an Employee (i) who is a 5 percent owner at any
              time during the look-back year or determination year, or (ii)(a)
              who is employed during the determination year and who during the
              look-back year received compensation from the Employer in excess
              of $80,000 (as adjusted pursuant to the Code and


                                       4


<PAGE> 10


              Regulations for changes in the cost of living), and (b) if elected
              by the Employer was in the top-paid group of Employees for such
              look-back year.

              For this purpose, the determination year shall be the Plan Year.
              The look-back year shall be the 12-month period immediately
              preceding the determination year. The Employer may, however, as
              indicated in the Adoption Agreement, make a calendar year data
              election. If a calendar year data election is made, the look- back
              year shall be the calendar year ending within the Plan Year for
              purposes of determining who is a Highly Compensated Employee
              (other than for 5% owners).

              The top-paid group shall consist of the top 20 percent of the
              Employees when ranked on the basis of compensation paid by the
              Employer.

              The determination of who is a Highly Compensated Employee will be
              made in accordance with Section 414(q) of the Code and the IRS
              Regulations thereunder.

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

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

     (T)      "HOUR OF EMPLOYMENT" means each hour during which an Employee
              performs service (or is treated as performing service as required
              by law) for the Employer and, except in the case of military
              service, for which he is directly or


                                       5

<PAGE> 11



              indirectly paid, or entitled to payment, by the Employer
              (including any back pay irrespective of mitigation of damages),
              all as determined in accordance with applicable DOL Regulations.

     (U)      "INVESTMENT MANAGER" means any Fiduciary other than a Trustee or
              Named Fiduciary who (i) has the power to manage, acquire or
              dispose of any asset of the Plan; (ii) is (a) registered as an
              investment advisor under the Investment Advisors Act of 1940; (b)
              is a bank, as defined in such Act, or (c) is an insurance company
              qualified to perform the services described in clause (i) hereof
              under the laws of more than one state of the United States; and
              (iii) has acknowledged in writing that he is a Fiduciary with
              respect to the Plan.

     (V)      "IRS" means the United States Internal Revenue Service.

     (W)      "LEAVE OF ABSENCE" means an absence authorized by an Employee's
              Employer and approved by the Plan Administrator, on a uniform
              basis, in accordance with Article X.

     (X)      "MEMBER" means an Employee enrolled in the membership of the Plan
              under Article II.

     (Y)      "MONTH" means any calendar month.

     (Z)      "NAMED FIDUCIARY" means the Fiduciary or Fiduciaries named herein
              or in the Adoption Agreement who jointly or severally have the
              authority to control and manage the operation and administration
              of the Plan.

     (AA)     "NON-HIGHLY COMPENSATED EMPLOYEE" means an Employee who is not a
              Highly Compensated Employee.

     (BB)     "NORMAL RETIREMENT AGE" means the Member's sixty-fifth (65th)
              birthday unless otherwise specified in the Adoption Agreement.

     (CC)     "PERIOD OF SERVICE" means the aggregate of all periods commencing
              with the Employee's first day of employment or reemployment with
              the Employer 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 Employment.


                                       6

<PAGE> 12



              An Employee will also receive credit for any Period of Severance
              of less than 12 consecutive months, provided that the Employee
              returns to Employment within 12 months of the Employee's
              retirement, quit or discharge or, if earlier, within 12 months of
              the date the Employee was first absent from service for any other
              reason.

     (DD)     "PERIOD OF SEVERANCE" means 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. 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 day 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 (a)
              by reason of the pregnancy of the individual, (b) by reason of the
              birth of a child of the individual, (c) by reason of the placement
              of a child with the individual in connection with the adoption of
              such child by such individual, or (d) for purposes of caring for
              such child for a period beginning immediately following such birth
              or placement.

     (EE)     "PLAN" means the Employees' Savings & Profit Sharing Plan as
              evidenced by this document, the applicable Adoption Agreement and
              all subsequent amendments thereto.

     (FF)     "PLAN ADMINISTRATOR" means the Named Fiduciary or, as designated
              by such Named Fiduciary and approved by the Board in accordance
              with Article IX, any officer or Employee of the Employer.

     (GG)     "PLAN YEAR" means a consecutive 12-month period ending December 31
              unless otherwise specified in the Adoption Agreement.

     (HH)     "REGULATIONS" means the applicable regulations issued under the
              Code, ERISA or other applicable law, by the IRS, the DOL or any
              other governmental authority and any proposed or temporary
              regulations or rules promulgated by such authorities pending the
              issuance of such regulations.


                                       7

<PAGE> 13



     (II)     "SALARY" means regular basic monthly salary or wages, exclusive of
              special payments such as overtime, bonuses, fees, deferred
              compensation (other than pre-tax elective deferrals pursuant to a
              Member's election under Article III), severance payments, and
              contributions by the Employer under this or any other plan (other
              than before-tax contributions made on behalf of a Member under a
              Code Section 125 cafeteria plan and, effective for Plan Years
              beginning on or after January 1, 2001, qualified transportation
              fringe benefits under Code Section 132(f), unless the Employer
              specifically elects to exclude such contributions or benefits).
              Commissions shall be included at the Employer's option within such
              limits, if any, as may be set by the Employer in the Adoption
              Agreement and applied uniformly to all its commissioned Employees.
              In addition, Salary may also include, at the Employer's option,
              special payments such as (i) overtime or (ii) overtime plus
              bonuses. As an alternative to the foregoing definition, at the
              Employer's option, Salary may be defined to include total taxable
              compensation reported on the Member's IRS Form W-2, plus
              deferrals, if any, pursuant to Section 401(k) and Section 125 of
              the Code, plus, effective for Plan Years beginning on or after
              January 1, 2001, qualified transportation fringe benefits under
              Code Section 132(f) (unless the Employer specifically elects to
              exclude such Section 125 deferrals or Section 132(f) amounts), but
              excluding compensation deferred from previous years. In no event
              may a Member's Salary for any Plan Year exceed for purposes of the
              Plan $150,000 (adjusted for cost of living to the extent permitted
              by the Code and the IRS Regulations).

              For Plan Years beginning after December 31, 1996, the family
              member aggregation rules of Code Section 414(q)(6) (as in effect
              prior to the Small Business Job Protection Act of 1996) are
              eliminated.

     (JJ)     "SOCIAL SECURITY TAXABLE WAGE BASE" means the contribution and
              benefit base attributable to the OASDI portion of Social Security
              employment taxes under Section 230 of the Social Security Act (42
              U.S.C. 430) in effect on the first day of each Plan Year.

     (KK)     "SPOUSE" or "SURVIVING SPOUSE" means the individual to whom a
              Member or former Member was married on the date such Member
              withdraws his Account, or if such Member has not withdrawn his
              Account, the individual to whom the Member or former Member was
              married on the date of his death.


                                       8

<PAGE> 14



     (LL)     "THIRD PARTY ADMINISTRATOR" or "TPA" means Pentegra Services,
              Inc., a non-fiduciary provider of administrative services
              appointed and directed by the Plan Administrator or the Named
              Fiduciary either jointly or severally.

     (MM)     "TRUST" means the Trust or Trusts established and maintained
              pursuant to the terms and provisions of this document and any
              separately maintained Trust Agreement or Agreements.

     (NN)     "TRUSTEE" generally means the person, persons or other entities
              designated by the Employer or its Board as the Trustee or Trustees
              hereof and specified as such in the Adoption Agreement and any
              separately maintained Trust Agreement or Agreements.

     (OO)     "TRUST AGREEMENT" means the separate document by which the
              Employer or its Board has appointed a Trustee of the Plan,
              specified the terms and conditions of such appointment and any
              fees associated therewith.

     (PP)     "TRUST FUND" means the Trust Fund or Funds established by the
              Trust Agreement or Agreements.

     (QQ)     "UNIT" means the unit of measure described in Article V of a
              Member's proportionate interest in the available Investment Funds
              (as defined in Article IV).

     (RR)     "VALUATION DATE" means any business day of any month for the
              Trustee, except that in the event the underlying portfolio(s) of
              any Investment Fund cannot be valued on such date, the Valuation
              Date for such Investment Fund shall be the next subsequent date on
              which the underlying portfolio(s) can be valued. Valuations shall
              be made as of the close of business on such Valuation Date(s).

     (SS)     "YEAR OF EMPLOYMENT" means a period of service of 12 months.

     (TT)     "YEAR OF SERVICE" means any Plan Year during which an individual
              completed at least 1,000 Hours of Employment, or satisfied any
              alternative requirement, as determined by the Plan Administrator
              in accordance with any applicable Regulations issued by the DOL
              and the IRS.

     (UU)     "YEAR OF ELIGIBILITY SERVICE" means where an Employer designates a
              one or two 12-consecutive-month eligibility waiting period, an
              Employee must complete at least


                                       9

<PAGE> 15



              1,000 Hours of Employment during each 12-consecutive-month period
              (measured from his date of Employment and then as of the first day
              of each Plan Year commencing after such date of Employment);
              provided, however, if an Employee is credited with 1,000 Hours of
              Employment in both the initial eligibility computation period and
              the first Plan Year which commences prior to the first anniversary
              of the Employee's employment commencement date, the Employee will
              be credited, for eligibility purposes, with two Years of
              Eligibility Service. Where an Employer designates an eligibility
              waiting period of less than 12 months, an Employee must, for
              purposes of eligibility, complete a required number of hours
              (measured from his date of Employment and each anniversary
              thereafter) which is arrived at by multiplying the number of
              months in the eligibility waiting period requirement by 83 ;
              provided, however, if an Employee completes at least 1,000 Hours
              of Employment within the 12 month period commencing on his
              Employment commencement date or during any Plan Year commencing
              after such Employment commencement date, such Employee will be
              treated as satisfying the eligibility service requirements.

SECTION 1.3

The masculine pronoun wherever used shall include the feminine pronoun.



                                       10

<PAGE> 16



                                   ARTICLE II
                          PARTICIPATION AND MEMBERSHIP

SECTION 2.1       ELIGIBILITY REQUIREMENTS
                  ------------------------

The Employer may elect as a requirement for eligibility to participate in the
Plan (i) the completion of a service period equal to any number of months not to
exceed 12 consecutive months, or (ii) the completion of a service period equal
to one or two 12-consecutive-month periods, and/or (iii) if the Employer so
elects, it may adopt a minimum age requirement from age 18 to age 21. Such
election shall be made and reflected on the Adoption Agreement. Notwithstanding
the foregoing, in the case of an Employer that adopts the 401(k) feature under
Section 3.9, the eligibility requirements under such feature shall not exceed
the period described in clause (i) above, and, at the election of the Employer,
attainment of age 21 as described in clause (iii) above.

Notwithstanding the foregoing, the Employer may elect in the Adoption Agreement
to establish as an eligibility requirement (as a minimum service requirement,
minimum age requirement, or both) for Employer matching contributions,
Employer basic contributions Employer supplemental contributions, and/or
Employer Profit Sharing contributions (i) the completion of any number of months
not to exceed 12 consecutive months, or (ii) the completion of one or two
12-consecutive-month periods, and/or (iii) if the Employer so elects, it may
adopt a minimum age requirement from age 18 to age 21. Such election shall be
made and reflected in the Adoption Agreement.

In implementing the eligibility service periods described above, (i) if an
Employer designates in the Adoption Agreement an eligibility service crediting
method based on the hours of service method, the satisfaction of the eligibility
service requirement shall be dependent on the completion of a Year of
Eligibility Service and (ii) if an Employer designates in the Adoption Agreement
an eligibility service crediting method based on the elapsed time method, the
satisfaction of the eligibility service requirement shall be dependent on the
completion of the requisite Period of Service.

If a non-vested Member terminates employment without a vested interest in his
Account derived from Employer contributions, Years of Employment (or, as
applicable, Years of Service) before a period of consecutive Breaks in Service
will not be taken into account for eligibility purposes if the number of
consecutive Breaks in Service in such period equals or exceeds the greater of
five or the aggregate number of Years of Employment (or, as


                                       11

<PAGE> 17



applicable Years of Service) before such break. If a Member's service is
disregarded pursuant to this paragraph, such Member will be treated as a new
Employee for eligibility purposes.

SECTION 2.2    EXCLUSION OF CERTAIN EMPLOYEES
               ------------------------------

To the extent provided in the Adoption Agreement, the following Employees may be
excluded from participation in the Plan:

         (i)      Employees not meeting the age and service requirements;

         (ii)     Employees who are included in a unit of Employees covered by a
                  collective bargaining agreement between the Employee
                  representatives and one or more Employers if there is evidence
                  that retirement benefits were the subject of good faith
                  bargaining between such Employee representatives and such
                  Employer(s). For this purpose, the term "Employee
                  representative" does not include any organization where more
                  than one-half of the membership is comprised of owners,
                  officers and executives of the Employer;

         (iii)    Employees who are non-resident aliens and who receive no
                  earned income from the Employer which constitutes income from
                  sources within the United States; and

         (iv)     Employees described in Section 2.4 or included in any other
                  ineligible job classifications set forth in the Adoption
                  Agreement.

SECTION 2.3    WAIVER OF ELIGIBILITY REQUIREMENTS
               ----------------------------------

The Employer, at its election, may waive the eligibility requirement(s) for
participation specified above for (i) all Employees, or (ii) all those employed
on or up to 12 months after its Commencement Date under the Plan. Subject to the
requirements of the Code, the eligibility waiting period shall be deemed to have
been satisfied for an Employee who was previously a Member of the Plan.

All Employees whose Employment commences after the expiration date of the
Employer's waiver of the eligibility requirement(s), if any, shall be enrolled
in the Plan in accordance with the eligibility requirement(s) specified in the
Adoption Agreement.


                                       12

<PAGE> 18



SECTION 2.4    EXCLUSION OF NON-SALARIED EMPLOYEES
               -----------------------------------

The Employer, at its election, may exclude non-salaried (hourly paid) Employees
from participation in the Plan, regardless of the number of Hours of Employment
such Employees complete in any Plan Year. Notwithstanding the foregoing, for
purposes of this Section and all purposes under the Plan, a non-salaried
Employee that is hired following the adoption date of the Plan by the Employer,
but prior to the adoption of this exclusion by the Employer, shall continue to
be deemed to be an Employee and will continue to receive benefits on the same
basis as a salaried Member, despite classification as a non-salaried Employee.

SECTION 2.5    COMMENCEMENT OF PARTICIPATION
               -----------------------------

Every eligible Employee (other than non-salaried or such other Employees who, at
the election of the Employer, are excluded from participation) shall commence
participation in the Plan on the later of:

         (1)      The Employer's Commencement Date, or

         (2)      The first day of the month or calendar quarter (as designated
                  by the Employer in the Adoption Agreement) coinciding with or
                  next following his satisfaction of the eligibility
                  requirements as specified in the Adoption Agreement.

The date that participation commences shall be hereinafter referred to as the
Enrollment Date. Notwithstanding the above, no Employee shall under any
circumstances become a Member unless and until his enrollment application is
filed with, and accepted by, the Plan Administrator. The Plan Administrator
shall notify each Employee of his eligibility for membership in the Plan and
shall furnish him with an enrollment application in order that he may elect to
make or receive contributions on his behalf under Article III at the earliest
possible date consonant with this Article.

If an Employee fails to complete the enrollment form furnished to him, the Plan
Administrator shall do so on his behalf. In the event the Plan Administrator
processes the enrollment form on behalf of the Employee, the Employee shall be
deemed to have elected not to make any contributions and/or elective deferrals
under the Plan, if applicable.

In the event a Member is no longer a member of an eligible class of employees
and becomes ineligible to participate but has not incurred a break in service,
such Employee will


                                       13

<PAGE> 19


participate immediately upon returning to an eligible class of employees. If
such Member incurs a break in service, eligibility will be determined under the
break in service rules of the Plan.

In the event an Employee who is not a member of an eligible class of employees
becomes a member of an eligible class, such Employee will participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have otherwise previously become a Member.

SECTION 2.6   TERMINATION OF PARTICIPATION
              ----------------------------

Membership under all features and provisions of the Plan shall terminate upon
the earlier of (a) a Member's termination of Employment and payment to him of
his entire vested interest, or (b) his death.



                                       14


<PAGE> 20


                                   ARTICLE III
                                  CONTRIBUTIONS


SECTION 3.1   CONTRIBUTIONS BY MEMBERS
              ------------------------

If the Adoption Agreement so provides, each Member may elect to make
non-deductible, after-tax contributions under the Plan, based on increments of
1% of his Salary, provided the amount thereof, when aggregated with the amount
of any pre-tax effective deferrals, does not exceed the limit established by the
Employer in the Adoption Agreement. All such after-tax contributions shall be
separately accounted for, nonforfeitable and distributed with and in addition to
any other benefit to which the Member is entitled hereunder. A Member may change
his contribution rate as designated in the Adoption Agreement, but reduced or
suspended contributions may not subsequently be made up.

SECTION 3.2   ELECTIVE DEFERRALS BY MEMBERS
              -----------------------------

If the Adoption Agreement so provides, each Member may elect to make pre-tax
elective deferrals (401(k) deferrals) under the Plan, based on increments of 1%
of his Salary, provided the amount thereof, when aggregated with the amount of
any after-tax contributions, does not exceed the limit established by the
Employer in the Adoption Agreement. Alternatively, a Member may elect to
contribute for a Plan Year a dollar amount which does not exceed the maximum
amount permitted under this Section 3.2 or the limit established by the Employer
in the Adoption Agreement for such Plan Year and a pro-rata portion shall be
withheld from each payment of Salary to such Member for the balance of the Plan
Year remaining after the election takes effect. All such 401(k) deferrals shall
be separately accounted for, nonforfeitable and distributed under the terms and
conditions described under Article VII with and in addition to any other benefit
to which the Member is entitled hereunder. A Member may change his 401(k)
deferral rate or suspend his 401(k) deferrals as designated in the Adoption
Agreement, but reduced or suspended deferrals may not subsequently be made up.

Notwithstanding any other provision of the Plan, no Member may make 401(k)
deferrals during any Plan Year in excess of $7,000 multiplied by the adjustment
factor as provided by the Secretary of the Treasury. The adjustment factor shall
mean the cost of living adjustment factor prescribed by the Secretary of the
Treasury under Section 402(g)(5) of the Code for years beginning after December
31, 1987, as applied to such items and in such manner as the Secretary shall
provide. In the event that the aggregate amount of


                                       15


<PAGE> 21


such 401(k) deferrals for a Member exceeds the limitation in the previous
sentence, the amount of such excess, increased by any income and decreased by
any losses attributable thereto, shall be refunded to such Member no later than
the April 15 of the Plan Year following the Plan Year for which the 401(k)
deferrals were made. If a Member also participates, in any Plan Year, in any
other plans subject to the limitations set forth in Section 402(g) of the Code
and has made excess 401(k) deferrals under this Plan when combined with the
other plans subject to such limits, to the extent the Member, in writing
designates to the TPA any 401(k) deferrals under this Plan as excess deferrals
by no later than the March 1 of the Plan Year following the Plan Year for which
the 401(k) deferrals were made, the amount of such designated excess, increased
by any income and decreased by any losses attributable thereto, shall be
refunded to the Member no later than the April 15 of the Plan Year following the
Plan Year for which the 401(k) deferrals were made.

SECTION 3.3   TRANSFER OF FUNDS AND ROLLOVER CONTRIBUTIONS BY MEMBERS
              -------------------------------------------------------

Each Member may elect to make, directly or indirectly, a rollover contribution
to the Plan of amounts held on his behalf in (i) an employee benefit plan
qualified under Section 401(a) of the Code, or (ii) an individual retirement
account or annuity as described in Section 408(d)(3) of the Code. All such
amounts shall be certified in form and substance satisfactory to the Plan
Administrator by the Member as being all or part of an eligible "rollover
distribution" or a "rollover contribution" within the meaning of Section
402(c)(4) or Section 408(d)(3), respectively, of the Code. Such rollover
amounts, along with the earnings related thereto, will be accounted for
separately from any other amounts in the Member's Account. A Member shall have a
nonforfeitable vested interest in all such rollover amounts.

The Employer may, at its option, permit Employees who have not satisfied the
eligibility requirements designated in the Adoption Agreement to make a rollover
contribution to the Plan.

The Trustee of the Plan may also accept a direct transfer of funds, which meets
the requirements of Section 1.411(d)-4 of the IRS Regulations, from a plan which
the Trustee reasonably believes to be qualified under Section 401(a) of the Code
in which an Employee was, is, or will become, as the case may be, a participant.
If the funds so directly transferred are transferred from a retirement plan
subject to Code Section 401(a)(11), then such funds shall be accounted for
separately and any subsequent distribution of those


                                       16

<PAGE> 22


funds, and earnings thereon, shall be subject to the provisions of Section 7.3
which are applicable when an Employer elects to provide an annuity option under
the Plan.

SECTION 3.4   EMPLOYER CONTRIBUTIONS - GENERAL
              --------------------------------

The Employer may elect to make regular or discretionary contributions under the
Plan. Such Employer contributions may be in the form of (i) matching
contributions, (ii) basic contributions, (iii) safe harbor CODA contributions
and/or (iv) profit sharing contributions as designated by the Employer in the
Adoption Agreement and/or (i) supplemental contributions and/or (ii) qualified
nonelective contributions as permitted under the Plan. Each such contribution
type shall be separately accounted for by the TPA.

SECTION 3.5   EMPLOYER MATCHING CONTRIBUTIONS
              -------------------------------

The Employer may elect to make regular matching contributions under the Plan.
Such matching contributions on behalf of any Member shall be conditioned upon
the Member making after-tax contributions under Section 3.1 and/or 401(k)
deferrals under Sections 3.2 and 3.9.

If so adopted, the Employer shall contribute under the Plan on behalf of each of
its Members an amount equal to a percentage (as specified by the Employer in the
Adoption Agreement) of the Member's after-tax contributions and/or 401(k)
deferrals not in excess of a maximum percentage as specified by the Employer in
the Adoption Agreement (in increments of 1%) of his Salary. The percentage
elected by the Employer shall based on a formula not to exceed 200% or in
accordance with one of the schedules of matching contribution formulas listed
below, and must be uniformly applicable to all Members.

                     Years of Employment                    Matching %
                     -------------------                    ----------
Formula Step 1       Less than 3                             50%
                     At least 3 but less than 5              75%
                     5 or more                               100%

Formula Step 2       Less than 3                             100%
                     At least 3 but less than 5              150%
                     5 or more                               200%


SECTION 3.6   EMPLOYER BASIC CONTRIBUTIONS
              ----------------------------


                                       17

<PAGE> 23



The Employer may elect to make regular basic contributions under the Plan. Such
basic contributions on behalf of any Member shall not be conditioned upon the
Member making after-tax contributions and/or (401(k) deferrals under this
Article III. If so adopted, the Employer shall contribute to the Plan on behalf
of each Member (as specified by the Employer in the Adoption Agreement) an
amount equal to a percentage not to exceed 15% (as specified by the Employer in
the Adoption Agreement) in increments of 1% of the Member's Salary. The
percentage elected by the Employer shall be uniformly applicable to all Members.
The Employer may elect, if basic contributions are made on behalf of its Members
on a monthly basis, to restrict the allocation of such basic contribution to
those Members who were employed with the Employer on the last day of the month
for which the basic contribution is made.

SECTION 3.7   SUPPLEMENTAL CONTRIBUTIONS BY EMPLOYER
              --------------------------------------

An Employer may, at its option, make a supplemental contribution under Formula
(1) or (2) below:

FORMULA (1)   A uniform percentage (as specified by the Employer) of each
              Member's contributions not in excess of a maximum percentage (if
              the Employer elects to impose such a maximum) of the Member's
              Salary which were received by the Plan during the Plan Year with
              respect to which the supplemental contribution relates. If the
              Employer elects to make such a supplemental contribution, it shall
              be made on or before the last day of the second month in the Plan
              Year following the Plan Year described in the preceding sentence
              on behalf of all those Members who were employed with the Employer
              on the last working day of the Plan Year with respect to which the
              supplemental contribution relates.

FORMULA (2)   A uniform dollar amount per Member or a uniform percentage
              (limited to a specific dollar amount, if elected by the Employer)
              of each Member's Salary for the Plan Year (or, at the election of
              the Employer, the Employer's fiscal year) to which the
              supplemental contribution relates. If the Employer elects to make
              such a supplemental contribution, it shall be made within the time
              prescribed by law, including extensions of time, for filing of the
              Employer's federal income tax return on behalf of all those
              Members who were employed with the Employer on the last working
              day of the Plan Year (or the fiscal year) to which the
              supplemental contribution relates. The



                                       18

<PAGE> 24


              Employer may, at its option, elect to make a contribution under
              this paragraph to only those Members whose Salary is less than an
              amount to be specified by the Employer to the extent that such
              Salary limit is less than the dollar amount under Section 414(q)
              of the Code for such year. The percentage contributed under this
              Formula (2) shall be limited in accordance with the Employer's
              matching formula and basic contribution rate, if any, under this
              Article such that the sum of the Employer's Formula (2)
              supplemental contribution plus all other Employer contributions
              under this Article shall not exceed 15% of Salary for such year.

SECTION 3.8   THE PROFIT SHARING FEATURE
              --------------------------

An Employer may, at its option, adopt the Profit Sharing Feature as described
herein, subject to any other provisions of the Plan, where applicable. This
Feature may be adopted either in lieu of, or in addition to, any other Plan
Feature contained in this Article III. The Profit Sharing Feature is designed to
provide the Employer a means by which to provide discretionary contributions on
behalf of Employees eligible under the Plan.

If this Profit Sharing Feature is adopted, the Employer may contribute on behalf
of each of its eligible Members, on an annual (or at the election of the
Employer, quarterly) basis for any Plan Year or fiscal year of the Employer (as
the Employer shall elect), a discretionary amount not to exceed the maximum
amount allowable as a deduction to the Employer under the provisions of Section
404 of the Code, and further subject to the provisions of Article X.

Any such profit sharing contribution must be received by the Trustee within the
time prescribed by law, including extensions of time, for filing of the
Employer's federal income tax return following the close of the Contribution
Determination Period on


                                       19


<PAGE> 25



behalf of all those Members who are entitled to an allocation of such profit
sharing contribution as set forth in the Adoption Agreement. For purposes of
making the allocations described in this paragraph, a Member who is on a Type 1
nonmilitary Leave of Absence (as defined in Sections 1.2(W) and 10.8(B)(1)) or a
Type 4 military Leave of Absence (as defined in Sections 1.2(W) and 10.8(B)(4))
shall be treated as if he were a Member who was an Employee in Employment on the
last day of such Contribution Determination Period.

Profit sharing contributions shall be allocated to each Member's Account for the
Contribution Determination Period at the election of the Employer, in accordance
with one of the following options:

Profit Sharing Formula 1 -    In the same ratio as each Member's Salary during
                              such Contribution Determination Period bears to
                              the total of such Salary of all Members.

Profit Sharing Formula 2 -    In the same ratio as each Member's Salary for the
                              portion of the Contribution Determination Period
                              during which the Member satisfied the Employer's
                              eligibility requirement(s) bears to the total of
                              such Salary of all Members.

The Employer may integrate the Profit Sharing Feature with Social Security in
accordance with the following provision. The annual (or quarterly, if
applicable) profit sharing contributions for any Contribution Determination
Period (which period shall include, for the purposes of the following maximum
integration levels provided hereunder where the Employer has elected quarterly
allocations of contributions, the four quarters of a Plan Year or fiscal year)
shall be allocated to each Member's Account at the election of the Employer, in
accordance with one of the following options:

Profit Sharing Formula 3 -    In a uniform percentage (as specified by the
                              Employer in the Adoption Agreement) of each
                              Member's Salary during the Contribution
                              Determination Period (the "Base Contribution
                              Percentage"), plus a uniform percentage (as
                              specified by the Employer in the Adoption
                              Agreement) of each Member's Salary for the
                              Contribution Determination Period in excess of the
                              Social Security Taxable Wage Base for such
                              Contribution Determination Period (the "Excess
                              Contribution Percentage").


                                       20


<PAGE> 26



Profit Sharing Formula 4 -    In a uniform percentage (as specified by the
                              Employer in the Adoption Agreement) of each
                              Member's Salary for the portion of the
                              Contribution Determination Period during which the
                              Member satisfied the Employer's eligibility
                              requirement(s), if any, up to the Base
                              Contribution Percentage for such Contribution
                              Determination Period, plus a uniform percentage
                              (as specified by the Employer in the Adoption
                              Agreement) of each Member's Salary for the portion
                              of the Contribution Determination Period during
                              which the Member satisfied the Employer's
                              eligibility requirement(s), equal to the Excess
                              Contribution Percentage.

The Excess Contribution Percentage described in Profit Sharing Formulas 3 and 4
above may not exceed the lesser of (i) the Base Contribution Percentage, or (ii)
the greater of (1) 5.7% or (2) the percentage equal to the portion of the Code
Section 3111(a) tax imposed on employers under the Federal Insurance
Contributions Act (as in effect as of the beginning of the Plan Year) which is
attributable to old-age insurance. For purposes of this Subparagraph,
"compensation" as defined in Section 414(s) of the Code shall be substituted for
"Salary" in determining the Excess Contribution Percentage and the Base
Contribution Percentage.

Notwithstanding the foregoing, the Employer may not adopt the Social Security
integration options provided above if any other integrated defined contribution
or defined benefit plan is maintained by the Employer during any Contribution
Determination Period.

SECTION 3.9   THE 401(K) FEATURE
              ------------------

The Employer may, at its option, adopt the 401(k) Feature described hereunder
and in Section 3.2 above for the exclusive purpose of permitting its Members to
make 401(k) deferrals to the Plan.

The Employer may make, apart from any matching contributions it may elect to
make, Employer qualified nonelective contributions as defined in Section
1.401(k)-1(g)(13) of the Regulations. The amount of such contributions shall not
exceed 15% of the Salary of all Members eligible to share in the allocation when
combined with all Employer contributions (including 401(k) elective deferrals)
to the Plan for such Plan Year. Allocation of such contributions shall be made,
at the election of the Employer, to the accounts of (i) all


                                       21

<PAGE> 27



Members, or (ii) only Members who are not Highly Compensated Employees.
Allocation of such contributions shall be made, at the election of the Employer,
in the ratio (i) which each eligible Member's Salary for the Plan Year bears to
the total Salary of all eligible Members for such Plan Year, or (ii) which each
eligible Member's Salary not in excess of a fixed dollar amount specified by the
Employer for the Plan Year bears to the total Salary of all eligible Members
taking into account Salary for each such Member not in excess of the specified
dollar amount. Notwithstanding any provision of the Plan to the contrary, such
contributions shall be subject to the same vesting requirements and distribution
restrictions as Members' 401(k) deferrals and shall not be conditioned on any
election or contribution of the Member under the 401(k) feature. Any such
contributions must be made on or before the last day of the second month after
the Plan Year to which the contribution relates. Further, for purposes of the
actual deferral percentage or actual contribution percentage tests described
below, the Employer may apply (in accordance with applicable Regulations) all or
any portion of the Employer qualified nonelective contributions for the Plan
Year toward the satisfaction of the actual deferral percentage test. Any
remaining Employer qualified nonelective contributions not utilized to satisfy
the actual deferral percentage test may be applied (in accordance with
applicable Regulations) to satisfy the actual contribution percentage test.

Effective for Plan Years beginning after December 31, 1996, the actual deferral
percentages for Highly Compensated Employees shall, in accordance with the Code
and IRS Regulations, satisfy either (i) or (ii) as follows:

(i)      Prior Year Testing:
         ------------------

         Notwithstanding any other provision of this 401(k) Feature, the actual
         deferral percentage for a Plan Year for Members who are Highly
         Compensated Employees for such Plan Year and the prior year's actual
         deferral percentage for Members who were Non-Highly Compensated
         Employees for the prior Plan Year must satisfy one of the following
         tests:

               (a) the actual deferral percentage for a Plan Year for Members
               who are Highly Compensated Employees for the Plan Year shall not
               exceed the prior year's actual deferral percentage of those
               Members who are not Highly Compensated Employees for the prior
               Plan Year multiplied by 1.25; or

               (b)the actual deferral percentage for a Plan Year for Members who
               are Highly Compensated Employees for the Plan Year shall not
               exceed the prior year's actual deferral percentage for Members
               who were Non-Highly Compensated


                                       22

<PAGE> 28


               Employees for the prior Plan Year multiplied by 2.0, provided
               that the actual deferral percentage for Members who are Highly
               Compensated Employees does not exceed the actual deferral
               percentage for Members who were Non-Highly Compensated Employees
               in the prior Plan Year by more than 2 percentage points. This
               determination shall be made in accordance with the procedure
               described in Section 3.10 below.

        For the first Plan Year that the Plan permits any Member to make
        elective deferrals and this is not a successor plan, for purposes of the
        foregoing tests, the prior year's Non-Highly Compensated Employees'
        actual deferral percentage shall be 3 percent unless the Employer has
        elected in the Adoption Agreement to use the current Plan Year's actual
        deferral percentage for these Members. The Employer may elect in the
        Adoption Agreement to change from the Prior Year Testing method to the
        Current Year Testing method in accordance with the Code and IRS
        Regulations.

(ii)     Current Year Testing:
         --------------------

         If elected by the Employer in the Adoption Agreement, the actual
         deferral percentage tests in (a) and (b) above, will be applied by
         comparing the current Plan Year's actual deferral percentage for
         Members who are Highly Compensated Employees for such Plan Year with
         the current Plan Year's actual deferral percentage for Members who are
         Non-Highly Compensated Employees for such year. Once made, this
         election can only be changed and the Prior Year Testing method applied
         if the Plan meets the requirements for changing to Prior Year Testing
         set forth in IRS Notice 98-1 (or superseding guidance).

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

SECTION 3.10  DETERMINING THE ACTUAL DEFERRAL PERCENTAGES
              -------------------------------------------

For purposes of this 401(k) Feature, the actual deferral percentage for a Plan
Year means, for a specified group of Members for a Plan Year, the average of the
ratios (calculated separately for each Member in such group) of (a) the amount
of 401(k) deferrals (including, as provided in Section 3.9, any Employer
qualified nonelective contributions) made to the


                                       23

<PAGE> 29



Member's account for the Plan Year, to (b) the amount of the Member's
compensation (as defined in Section 414(s) of the Code) for the Plan Year or,
alternatively, where specifically elected by the Employer, for only that part of
the Plan Year during which the Member was eligible to participate in the Plan.

An Employee's actual deferral percentage shall be zero if no 401(k) deferral
(or, as provided in Section 3.9, Employer qualified nonelective contribution) is
made by him or on his behalf for such applicable Plan Year. If the Plan and one
or more other plans which include cash or deferred arrangements are considered
as one plan for purposes of Sections 401(a)(4) and 410(b) of the Code, the cash
or deferred arrangements included in such plans shall be treated as one
arrangement for purposes of this 401(k) Feature.

The TPA shall determine as of the end of the Plan Year whether one of the actual
deferral percentage tests specified in Section 3.9 above is satisfied for such
Plan Year. This determination shall be made after first determining the
treatment of excess deferrals within the meaning of Section 402(g) of the Code
under Section 3.2 above. In the event that neither of such actual deferral
percentage tests is satisfied, the TPA shall, to the extent permissible under
the Code and the IRS Regulations, refund the excess contributions for the Plan
Year in the following order of priority: by (i) refunding such amounts deferred
by the Member which were not matched by his Employer (and any earnings and
losses allocable thereto), and (ii) refunding amounts deferred for such Plan
Year by the Member (and any earnings and losses allocable thereto), and, to the
extent permitted under the Code and applicable IRS Regulations, forfeiting
amounts contributed for such Plan Year by the Employer with respect to the
Member's 401(k) deferrals that are returned pursuant to this Paragraph (and any
earnings and losses allocable thereto).

The distribution of such excess contributions shall be made to Highly
Compensated Employees to the extent practicable before the 15th day of the third
month immediately following the Plan Year for which such excess contributions
were made, but in no event later than the end of the Plan Year following such
Plan Year or, in the case of the termination of the Plan in accordance with
Article XI, no later than the end of the twelve-month period immediately
following the date of such termination.

For purposes of this 401(k) Feature, "excess contributions" means, with respect
to any Plan Year, the excess of the aggregate amount of 401(k) deferrals (and
any other amounts contributed by the Employer that are taken into account in
determining the actual deferral percentage of Highly Compensated Employees for
such Plan Year) (collectively, "401(k)


                                       24

<PAGE> 30



amounts") made to the accounts of Highly Compensated Employees for such Plan
Year, over the maximum amount of such deferrals that could be made by such
Members without violating the requirements described above. The excess
contributions to be distributed shall be determined by reducing 401(k) amounts
made by or on behalf of Highly Compensated Employees beginning with the Highly
Compensated Employee with the largest 401(k) amounts for the Plan Year until
such amount is reduced to be equal to the Highly Compensated Employee with the
next largest 401(k) amount. The procedure described in the preceding sentence
shall be repeated until all excess contributions have been eliminated and, as
applicable, refunded.

Where an Employer has elected, in the Adoption Agreement, to allow Member
contributions, a Member may treat excess contributions allocated to him as an
amount distributed to the Member and then contributed by the Member to the Plan.
Recharacterized amounts will remain nonforfeitable. Amounts may not be
recharacterized by a Highly Compensated Employee to the extent that such amount
in combination with other Employee contributions made by that Employee would
exceed any stated limit under the Plan on Employee contributions.

Recharacterization must occur no later than 2 1/2 months after the last day of
the Plan Year in which such excess contributions arose and is deemed to occur no
earlier than the date the last Highly Compensated Employee is informed in
writing of the amount recharacterized and the consequences thereof.
Recharacterized amounts will be taxable to the Member for the Member's taxable
year in which the Member would have received them in cash.

SECTION 3.11  DETERMINING THE ACTUAL CONTRIBUTION PERCENTAGES
              -----------------------------------------------

Notwithstanding any other provision of this Section 3.11, effective for Plan
Years beginning after December 31, 1996, the actual contribution percentage for
the Plan Year for Highly Compensated Employees shall, in accordance with the
Code and IRS Regulations, satisfy either (i) or (ii) as follows:

         (i)      Prior Year Testing
                  ------------------

                  (a) the actual contribution percentage for a Plan Year for
                  Members who are Highly Compensated Employees for the Plan Year
                  shall not exceed the prior Plan

                  Year's actual contribution percentage for Members who were
                  Non-Highly Compensated Employees for the prior Plan Year
                  multiplied by 1.25, or


                                       25

<PAGE> 31


                  (b) the actual contribution percentage for Members who are
                  Highly Compensated Employees for the Plan Year shall not
                  exceed the prior year's actual contribution percentage for
                  Members who were Non-Highly Compensated Employees for the
                  prior Plan Year multiplied by 2, provided that the actual
                  contribution percentage for Members who are Highly Compensated
                  Employees does not exceed the actual contribution percentage
                  for Members who were Non-Highly Compensated Employees in the
                  prior Plan Year by more than 2 percentage points.

          For the first Plan Year this Plan permits any Member to make after-tax
          contributions pursuant to Section 3.1, provides for Employer matching
          contributions (pursuant to Section 3.5), or both, and this is not a
          successor plan, for purposes of the foregoing tests, the prior Plan
          Year's Non-Highly Compensated Employees' actual contribution
          percentage shall be 3 percent unless the Employer has elected in the
          Adoption Agreement to use the current Plan Year's actual contribution
          percentage for these Members.

         (ii)     Current Year Testing
                  --------------------

          If elected by the Employer in the Adoption Agreement, the actual
          contribution percentage tests in (a) and (b), above, will be applied
          by comparing the current Plan Year's actual contribution percentage
          for Members who are Highly Compensated Employees for such Plan Year
          with the current Plan Year's actual contribution percentage for
          Members who are Non-Highly Compensated Employees for such year. Once
          made, this election can only be changed and the Prior Year Testing
          method applied if the Plan meets the requirements for changing to
          Prior Year Testing set forth in IRS Notice 98-1 (or superseding
          guidance).

          For purposes of this Article III, the "actual contribution percentage"
          for a Plan Year means for a specified group of Employees, the average
          of the ratios (calculated separately for each Employee in such group)
          of (A) the sum of (i) Member after-tax contributions credited to his
          Account for the Plan Year, (ii) Employer matching contributions and/or
          supplemental contributions under Formula 1 credited to his Account as
          described in this Article for the Plan Year, and (iii) in accordance
          with and to the extent permitted by the IRS Regulations, 401(k)
          deferrals (and, as provided in Section 3.9, any Employer qualified
          nonelective contributions) credited to his Account, to (B) the amount
          of the Member's compensation (as defined in


                                       26

<PAGE> 32



          Section 414(s) of the Code) for the Plan Year or, alternatively, where
          specifically elected by the Employer, for only that part of the Plan
          Year during which the Member was eligible to participate in the Plan.
          An Employee's actual contribution percentage shall be zero if no such
          contributions are made by him or on his behalf for such Plan Year.

          The TPA shall determine as of the end of the Plan Year whether one of
          the actual contribution percentage tests specified above is satisfied
          for such Plan Year. This determination shall be made after first
          determining the treatment of excess deferrals within the meaning of
          Section 402(g) of the Code under Section 3.2 above and then
          determining the treatment of excess contributions under Section 3.10
          above. In the event that neither of the actual contribution percentage
          tests is satisfied, the TPA shall (i) refund the excess aggregate
          contributions to the extent attributable to Member after-tax
          contributions and vested matching contributions for which the
          underlying Member after-tax contributions or 401(k) deferrals are not
          subject to correction under the actual deferral percentage or actual
          contribution percentage tests for such year (and any income related
          thereto) and (ii) forfeit the excess aggregate contributions to the
          extent attributable to non-vested Employer matching contributions and
          vested Employer matching contributions for which the underlying Member
          after-tax contributions or 401(k) deferrals are subject to correction
          under the actual deferral percentage or actual contribution percentage
          tests for such year (and any income related thereto), in the manner
          described below.

          For purposes of this Article III, "excess aggregate contributions"
          means, with respect to any Plan Year and with respect to any Member,
          the excess of the aggregate amount of contributions (and any earnings
          and losses allocable thereto) made as (i) Member after-tax
          contributions credited to his Account for the Plan Year, (ii) Employer
          matching contributions and/or supplemental contributions under Formula
          1 credited to his Account as described in this Article for the Plan
          Year, and (iii) in accordance with and to the extent permitted by the
          IRS Regulations, 401(k) deferrals (and, as provided in Section 3.9,
          any Employer qualified nonelective contributions) credited to his
          Account (if the Plan Administrator elects to take into account such
          deferrals and contributions when calculating the actual contribution
          percentage) of Highly Compensated Employees for such Plan Year, over
          the maximum amount of such contributions that could be made as
          Employer


                                       27

<PAGE> 33



          contributions, Member contributions and 401(k) deferrals of such
          Members without violating the requirements of any Subparagraph of this
          Section 3.11.

          To the extent excess aggregate contributions must be refunded or
          forfeited for a Plan Year, such excess amounts will be refunded (or,
          as applicable, forfeited) first to the Highly Compensated Employees
          with the largest Contribution Percentage Amounts (as defined below)
          taken into account in calculating the actual contribution percentage
          test for the year the excess arose and continuing in descending order
          until all the excess aggregate contributions are refunded (or, as
          applicable, forfeited). For purposes for the preceding sentence, the
          "largest amount" is determined after distribution of any excess
          aggregate contributions. For purposes of this paragraph, "Contribution
          Percentage Amounts" means the sum of Member after-tax contributions,
          Employer matching contributions, Employer supplemental contributions
          under Formula (1), and qualified matching contributions ( to the
          extent not taken into account for purposes of the actual deferral
          percentage test) made under the Plan on behalf of the Member for the
          Plan Year. However, such Contribution Percentage Amounts shall not
          include Employer matching contributions that are forfeited either to
          correct excess aggregate contributions or because the contributions to
          which they relate are excess deferrals, excess contributions or excess
          aggregate contributions. The refund or forfeiture of such excess
          aggregate contributions shall be made with respect to such Highly
          Compensated Employees to the extent practicable before the 15th day of
          the third month immediately following the Plan Year for which such
          excess aggregate contributions were made, but in no event later than
          the end of the Plan Year following such Plan Year or, in the case of
          the termination of the Plan in accordance with Article XI, no later
          than the end of the twelve-month period immediately following the date
          of such termination.

          For purposes of this Section, the contribution percentage (which shall
          mean the ratio of the Member's Contribution Percentage Amounts to the
          Member's compensation for the Plan Year) for any Member who is a
          Highly Compensated Employee and who is eligible to have Contribution
          Percentage Amounts allocated to his account under two or more plans
          described in Section 401(a) of the Code, or arrangements described in
          Section 401(k) of the Code 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


                                       28

<PAGE> 34


          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. Notwithstanding the foregoing, certain plans shall be
          treated as separate if mandatorily disaggregated under regulations
          under Section 401(m) of the Code.

          In the event that this plan satisfies the requirements of Sections
          401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or
          more other plans, or if one or more other plans satisfy the
          requirements of such Sections of the Code only if aggregated with this
          Plan, then this Section shall be applied by determining the actual
          contribution percentage of employees as if all such plans were a
          single plan. Any adjustments to the Non-highly Compensated Employee
          actual contribution percentage for the prior year will be made in
          accordance with IRS Notice 98-1 and any superseding guidance, unless
          the Employer has elected in the Adoption Agreement to use the Current
          Year Testing method. Plans may be aggregated in order to satisfy
          Section 401(m) of the Code only if they have the same Plan Year and
          use the same actual contribution percentage testing method.

          For purposes of the actual 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
          nonelective contributions will be considered made for a Plan Year if
          made no later than the end of the 12-month period beginning on the day
          after the close of the Plan Year.

          The Employer shall maintain records sufficient to demonstrate
          satisfaction of the actual contribution percentage test and the amount
          of qualified nonelective contributions used in such test.

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

SECTION 3.12   THE AGGREGATE LIMIT TEST
               ------------------------

Notwithstanding any other provision of the Plan, effective for Plan Years
beginning after December 31, 1996, the sum of the actual deferral percentage and
the actual contribution


                                       29


<PAGE> 35



percentage determined in accordance with the procedures described above of those
Employees who are Highly Compensated Employees may not exceed the aggregate
limit as determined below.

For purposes of this Article III, the "aggregate limit" for a Plan Year is the
greater of:

     (1) The sum of:

            (a)   1.25 times the greater of the actual deferral percentage of
                  the Non-Highly Compensated Employees for the prior Plan Year
                  or the actual contribution percentage of the Non-Highly
                  Compensated Employees for the Plan Year, and

           (b)    two percentage points plus the lesser of the actual deferral
                  percentage or actual contribution percentage referred to in
                  (a) above. In no event, however, shall the percentages
                  described in the preceding sentence exceed two times the
                  lesser of the relevant actual deferral percentage or the
                  relevant actual contribution percentage; or

     (2) The sum of:

            (a)   1.25 times the lesser of the actual deferral percentage of the
                  Non-Highly Compensated Employees for the prior Plan Year or
                  the actual contribution percentage of the Non-Highly
                  Compensated Employees for the Plan Year, and

            (b)   two percentage points plus the greater of the actual deferral
                  percentage or the actual contribution percentage referred to
                  in (a) above. In no event, however, shall the percentage
                  described in the preceding sentence exceed two times the
                  greater of the relevant actual deferral percentage or the
                  relevant actual contribution percentage; provided, however,
                  that if a less restrictive limitation is prescribed by the
                  IRS, such limitation shall be used in lieu of the foregoing.
                  The calculation of the aggregate limit, as defined above,
                  shall be determined in accordance with the Code and the IRS
                  Regulations.

The TPA shall determine as of the end of the Plan Year whether the aggregate
limit has been exceeded. This determination shall be made after first
determining the treatment of excess deferrals within the meaning of Section
402(g) of the Code under Section 3.2


                                       30

<PAGE> 36



above, then determining the treatment of excess contributions under Section 3.10
above, and then determining the treatment of excess aggregate contributions
under this Article III. In the event that the aggregate limit is exceeded, the
actual contribution percentage of those Employees who are Highly Compensated
Employees shall be reduced in the same manner as described in Section 3.11 of
this Article until the aggregate limit is no longer exceeded, unless the TPA
designates, in lieu of the reduction of the actual contribution percentage, a
reduction in the actual deferral percentage of those Employees who are Highly
Compensated Employees, which reduction shall occur in the same manner as
described in Section 3.10 of this Article until the aggregate limit is no longer
exceeded. Notwithstanding the provisions of Sections 3.2 and 3.10 above, the
amount of excess contributions to be distributed, with respect to a Member for a
Plan Year, shall be reduced by any excess deferrals distributed to such Member
for such Plan Year.

If the Employer has elected in the Adoption Agreement to use the Current Year
Testing method, then, in calculating the aggregate limit for a particular Plan
Year, the Non-Highly Compensated Employees' actual deferral percentage and
actual contribution percentage for that Plan Year, instead of the prior Plan
Year, is used.

SECTION 3.13  REMITTANCE OF CONTRIBUTIONS
              ---------------------------

The contributions of both the Employer and the Plan Members shall be recorded by
the Employer and remitted to the TPA for transmittal to the Trustee or custodian
or directly to the Trustee or custodian so that (i) in the case of Employer
contributions the Trustee or custodian shall be in receipt thereof by the 15th
day of the month next following the month in respect of which such contributions
are payable and (ii) in the case of Member after-tax contributions and 401(k)
deferrals, the Trustee or custodian shall be in receipt thereof by the 15th
business day of the month following the month in which the Member contributions
are received by the Employer or the 15th business day of the month following the
month in which such amount would otherwise have been payable to the Member in
cash. Such amounts shall be used to provide additional Units pursuant to Article
V.

                                       31

<PAGE> 37



SECTION 3.14  SAFE HARBOR CODA
              ----------------

If the Employer has elected the safe harbor CODA option in the Adoption
Agreement, the provisions of this Section 3.14 shall apply for the Plan Year and
any provisions relating to the actual deferral percentage test described in
ss.401(k)(3) of the Code or the actual contribution percentage test described in
ss.401(m)(2) of the Code do not apply. To the extent that any other provision of
the Plan is inconsistent with the provisions of this Section, the provisions of
this Section govern.

(A)      Actual Deferral Percentage Test Safe Harbor

               (1) Unless the Employer elects in the Adoption Agreement to make
               Enhanced Matching Contributions (as provided in the Adoption
               Agreement) or safe harbor nonelective contributions, the Employer
               will contribute monthly or on another periodic basis for the Plan
               Year a safe harbor matching contribution to the Plan on behalf of
               each eligible Employee equal to (i) 100 percent of the amount of
               the Employee's 401(k) deferrals that do not exceed 3 percent of
               the Employee's Salary for the Plan Year, plus (ii) 50 percent of
               the amount of the Employee's 401(k) deferrals that exceed 3
               percent of the Employee's Salary but that do not exceed 5 percent
               of the Employee's Salary ("Basic Matching Contributions").

               (2) The Member's benefit derived from ADP Test Safe Harbor
               Contributions is nonforfeitable and may not be distributed
               earlier than separation from service, death, disability, an event
               described in ss.401(k)(10) of the Code, or the attainment of age
               59 1/2. In addition, such contributions must satisfy the ADP Test
               Safe Harbor without regard to permitted disparity under ss.401(l)
               of the Code.

               (3) At least 30 days, but not more than 90 days, before the
               beginning of the Plan Year, the Employer will provide each
               Eligible Employee a comprehensive notice of the Employee's rights
               and obligations under the Plan, written in a manner calculated to
               be understood by the average Eligible Employee. If an Employee
               becomes eligible after the 90th day before the beginning of the
               Plan Year and does not receive the notice for that reason, the
               notice must be provided no more than 90 days before the Employee
               becomes eligible but not later than the date the Employee becomes
               eligible.


                                       32

<PAGE> 38


               (4) In addition to any other election periods provided under the
               Plan, each Eligible Employee may make or modify a deferral
               election during the 30-day period immediately following receipt
               of the notice described above.



                                       33

<PAGE> 39



                                   ARTICLE IV
                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.1   INVESTMENT BY TRUSTEE OR CUSTODIAN
              ----------------------------------

All contributions to the Plan shall, upon receipt by the TPA, be delivered to
the Trustee or custodian to be held in the Trust Fund and invested and
distributed by the Trustee or custodian in accordance with the provisions of the
Plan and Trust Agreement. The Trust Fund shall consist of one or more of the
Investment Funds or other applicable investment vehicles designated by the
Employer in the Adoption Agreement.

With the exception of the Employer Stock Fund or, if applicable, the Employer
Certificate of Deposit Fund, the Trustee may in its discretion invest any
amounts held by it in any Investment Fund in any commingled or group trust fund
described in Section 401(a) of the Code and exempt under Section 501(a) of the
Code or in any common trust fund exempt under Section 584 of the Code, provided
that such trust fund satisfies any requirements of the Plan applicable to such
Investment Funds. To the extent that the Investment Funds are at any time
invested in any commingled, group or common trust fund, the declaration of trust
or other instrument pertaining to such fund and any amendments thereto are
hereby adopted as part of the Plan.

The Employer will designate in the Adoption Agreement which of the Investment
Funds or other applicable investment vehicles will be made available to Members
and the terms and conditions under which such Funds will operate with respect to
employee direction of allocations to and among such designated Funds and the
types of contributions and/or deferrals eligible for investment therein.

To the extent made available under the Plan, the Employer may elect, in the
Adoption Agreement, to allow Members to direct the investment of their Accounts,
pursuant to, and in accordance with, such rules and procedures as may be
prescribed by the Employer or the Plan Sponsor, to a self-directed brokerage
account. Where an Employer elects to provide a self-directed brokerage account
under the Plan, the Trustee may invest amounts held by it in a self-directed
brokerage account maintained by Charles Schwab & Co., Inc. (or any other entity
which provides a self-directed brokerage account) on behalf of Plan Members who
elect to utilize such investment vehicle.


                                       34


<PAGE> 40



SECTION 4.2   MEMBER DIRECTED INVESTMENTS
              ---------------------------

To the extent permitted by the Employer as set forth in the Adoption Agreement,
each Member shall direct in writing that his contributions and deferrals, if
any, and the contributions made by the Employer on his behalf shall be invested
(a) entirely in any one of the investment vehicles made available by the
Employer, or (b) among the available investment vehicles in any combination of
multiples of 1%. If a Member has made any Rollover contributions in accordance
with Article III, Section 3.3, such Member may elect to apply separate
investment directions to such rollover amounts. Any such investment direction
shall be followed by the TPA until changed. Subject to the provisions of the
following paragraphs of this Section, as designated in the Adoption Agreement, a
Member may change his investment direction as to future contributions and also
as to the value of his accumulated Units in each of the available investments by
filing written notice with the TPA. Such directed change(s) will become
effective upon the Valuation Date coinciding with or next following the date
which his notice was received by the TPA or as soon as administratively
practicable thereafter. If the Adoption Agreement provides for Member directed
investments, and if a Member does not make a written designation of an
Investment Fund or Funds, or other investment vehicle, the Employer or its
designee shall direct the Trustee to invest all amounts held or received on
account of the Member in the Investment Fund which in the opinion of the
Employer best protects principal.

Except as otherwise provided below, a Member may not direct a transfer from the
Stable Value Fund to the Government Money Market Fund or the Employer
Certificate of Deposit Fund. A Member may direct a transfer from any other
investment vehicle to the Government Money Market Fund or the Employer
Certificate of Deposit Fund provided that amounts previously transferred from
the Stable Value Fund to such investment vehicle remain in such vehicle for a
period of three months prior to being transferred to the Government Money Market
Fund or the Employer Certificate of Deposit Fund.

SECTION 4.3   EMPLOYER SECURITIES
              -------------------

If the Employer so elects in the Adoption Agreement, the Employer and/or Members
may direct that contributions will be invested in Qualifying Employer Securities
(within the meaning of Section 407(d)(5) of ERISA) through the Employer Stock
Fund.


                                       35

<PAGE> 41


                                    ARTICLE V
                     MEMBERS' ACCOUNTS, UNITS AND VALUATION

The TPA shall establish and maintain an Account for each Member showing his
interests in the available Investment Funds or other applicable investments, as
designated by the Employer in the Adoption Agreement. The interest in each
Investment Fund shall be represented by Units.

As of each Valuation Date, the value of a Unit in each Investment Fund shall be
determined by dividing (a) the sum of the net assets at market value determined
by the Trustee by (b) the total number of outstanding Units.

The number of additional Units to be credited to a Member's interest in each
available Investment Fund, as of any Valuation Date, shall be determined by
dividing (a) that portion of the aggregate contributions and/or deferrals by and
on behalf of the Member which was directed to be invested in such Investment
Fund and received by the Trustee by (b) the Unit value of such Investment Fund.

The value of a Member's Account may be determined as of any Valuation Date by
multiplying the number of Units to his credit in each available Investment Fund
by that Investment Fund's Unit value on such date and aggregating the results.
If, and to the extent, a Member's Account is invested pursuant to a
self-directed brokerage account, the investments held in that account shall be
valued by the brokerage firm maintaining such account in accordance with such
procedures as may be determined by such brokerage firm.

A Member is treated as benefitting under the plan for any plan year during which
the Member received or is deemed to receive an allocation in accordance with
Section 1.410 (b)-3(a) of the Code.


                                       36

<PAGE> 42



                              ARTICLE VI ARTICLE VI
                               VESTING OF ACCOUNTS

SECTION 6.1   VESTING OF MEMBER CONTRIBUTIONS, 401(K) DEFERRALS, QUALIFIED
              ------------------------------------------------------------
              NONELECTIVE CONTRIBUTIONS, AND ROLLOVER CONTRIBUTIONS
              -----------------------------------------------------

All Units credited to a Member's Account based on after-tax contributions and/or
401(k) deferrals made by the Member and any earnings related thereto (including
any rollover contributions allocated to a Member's Account under the Plan and
any earnings thereon) and, as provided in Section 3.9, Employer qualified
nonelective contributions made on behalf of such Member shall be immediately and
fully vested at all times.

SECTION 6.2   VESTING OF EMPLOYER CONTRIBUTIONS
              ---------------------------------

Except as provided in Section 6.1, the Employer may, at its option, elect one of
the available vesting schedules described herein for each of the employer
contribution types applicable under the Plan as designated in the Adoption
Agreement.

SCHEDULE 1:    All applicable Employer contributions (and related earnings)
               shall be immediately and fully vested. If the eligibility
               requirement(s) selected by the Employer under the Plan require(s)
               that an Employee complete a service period which is longer than
               12 consecutive months, this vesting Schedule 1 shall be
               automatically applicable.

SCHEDULE 2:    All applicable Employer contributions (and related earnings)
               shall vest in accordance with the schedule set forth below:

                         Completed Vested
                        Years of Employment          Percentage
                        -------------------          ----------
                           Less than 2                   0%
                           2 but less than 3            20%
                           3 but less than 4            40%
                           4 but less than 5            60%
                           5 but less than 6            80%
                           6 or more                   100%

SCHEDULE 3:    All applicable Employer contributions (and related earnings)
               shall vest in accordance with the schedule set forth below:



                                       37

<PAGE> 43



                              Completed                 Vested
                         Years of Employment          Percentage
                         -------------------          ----------
                           Less than 5                     0%
                           5 or more                     100%

SCHEDULE 4:   All applicable Employer contributions (and related earnings) shall
              vest in accordance with the schedule set forth below:

                            Completed                   Vested
                        Years of Employment           Percentage
                        -------------------           ----------
                           Less than 3                      0%
                           3 or more                      100%

SCHEDULE 5:   All applicable Employer contributions (and related earnings)
              shall vest in accordance with the schedule set forth below:


                            Completed                   Vested
                      Years of Employment             Percentage
                      -------------------             ----------
                        Less than 1                         0%
                        1 but less than 2                  25%
                        2 but less than 3                  50%
                        3 but less than 4                  75%
                        4 or more                         100%

SCHEDULE 6:   All applicable Employer contributions (and related earnings)
              shall vest in accordance with the schedule set forth below:

                            Completed                    Vested
                      Years of Employment              Percentage
                      -------------------              ----------
                        Less than 3                        0%
                        3 but less than 4                 20%
                        4 but less than 5                 40%
                        5 but less than 6                 60%
                        6 but less than 7                 80%
                        7 or more                        100%


                                       38

<PAGE> 44



SCHEDULE 7:   All applicable Employer contributions (and related earnings)
              shall vest in accordance with the schedule set forth in the
              Adoption Agreement prescribed by the Employer in accordance with
              applicable law.

Notwithstanding the vesting schedules above, a Member's interest in his Account
shall become 100% vested in the event that (i) the Member dies while in service
with the Employer and the TPA has received notification of death, (ii) the
Member has been approved for Disability, pursuant to the provisions of Article
VII, and the TPA has received notification of Disability, or (iii) the Member
has attained Normal Retirement Age while in service with the Employer.

Except as otherwise provided hereunder, in the event that the Employer adopts
the Plan as a successor plan to another defined contribution plan qualified
under Sections 401(a) and 501(a) of the Code, or in the event that the Employer
changes or amends a vesting schedule adopted under this Article (or if the Plan
is deemed amended by an automatic change to or from a top-heavy vesting
schedule), any Member who was covered under such predecessor plan or, the
pre-amendment vesting schedule under the Plan, and has completed at least 3
Years of Employment (or, as applicable, 3 years of service) may elect to have
the nonforfeitable percentage of the portion of his Account which is subject to
such vesting schedule computed under such predecessor plan's vesting provisions,
or computed without regard to such change or amendment under the Plan (a
"Vesting Election"). Any Vesting Election shall be made by notifying the TPA in
writing within the election period hereinafter described. The election period
shall begin on the date such amendment is adopted or the date such change is
effective, or the date the Plan, which serves as a successor plan, is adopted or
effective, as the case may be, and shall end no earlier than the latest of the
following dates: (i) the date which is 60 days after the day such amendment is
adopted; (ii) the date which is 60 days after the day such amendment or change
becomes effective; (iii) the date which is 60 days after the day the Member is
given written notice of such amendment or change by the TPA; (iv) the date which
is 60 days after the day the Plan is adopted by the Employer or becomes
effective; or (v) the date which is 60 days after the day the Member is given
written notice that the Plan has been designated as a successor plan. Any such
election, once made, shall be irrevocable.

To the extent permitted under the Code and Regulations, the Employer may, at its
option, elect to treat all Members who are eligible to make a Vesting Election
as having made such Vesting Election if the vesting schedule resulting from such
an election is more favorable than the Vesting Schedule that would apply
pursuant to the Plan amendment.


                                       39

<PAGE> 45



Furthermore, subject to the requirements of the applicable Regulations, the
Employer may elect to treat all Members, who were employed by the Employer on or
before the effective date of the change or amendment, as subject to the prior
vesting schedule, provided such prior schedule is more favorable.

In the event that an Employer elects, in its Adoption Agreement, to use the hour
of service method for determining vesting service, Years of Service shall be
substituted for Years of Employment for all purposes under this Article VI.

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

No amendment to the Plan shall be effective to eliminate or restrict an optional
form of benefit. The preceding sentence shall not apply to a plan amendment that
eliminates or restricts the ability of a Member to receive payment of his
account balance under a particular optional form of benefit if the amendment
satisfies the conditions in (1) and (2) below:

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

        (2)  The amendment is not effective unless the amendment provides that
the amendment shall not apply to any distribution with an annuity starting date


                                       40


<PAGE> 46


earlier than the earlier of: (i) the 90th day after the date the Member
receiving the distribution has been furnished a summary that reflects the
amendment and that satisfies the ERISA requirements at 29 CFR 2520.104b-3
relating to a summary of material modifications or (ii) the first day of the
second Plan Year following the Plan Year in which the amendment is adopted.

SECTION 6.3    FORFEITURES
               -----------

If a Member who was partially vested in his Account on the date of his
termination of Employment returns to Employment, his Years of Employment (or, as
applicable, years of service) prior to the Break(s) in Service shall be included
in determining future vesting and, if he returns before incurring 5 consecutive
one year Breaks in Service, any amounts forfeited from his Account shall be
restored to his Account provided, however, that if such a Member has received a
distribution pursuant to Article VII, his nonvested Account shall not be
restored unless he repays to the Plan the full amount distributed to him before
the earlier of (i) 5 years after the first date on which the Member is
subsequently reemployed by the Employer, or (ii) the close of the first period
of 5 consecutive one-year Breaks in Service commencing after the withdrawal. The
amount restored to the Member's Account will be valued on the Valuation Date
coinciding with or next following the later of (i) the date the Employee is
rehired, or (ii) the date a new enrollment application is received by the TPA.
If a Member terminates Employment without any vested interest in his Account, he
shall (i) immediately be deemed to have received a total distribution of his
Account and (ii) thereupon forfeit his entire Account; provided that if such
Member returns to Employment before the number of consecutive one-year Breaks in
Service equals or exceeds the greater of (i) 5, or (ii) the aggregate number of
the Member's Years Employment (or, as applicable, Years of Service) prior to
such Break in Service, his Account shall be restored in the same manner as if
such Member had been partially vested at the time of his termination of
Employment and had his nonvested Account restored upon a return to employment,
and his Years of Employment (or, as applicable, Years of Service) prior to
incurring the first Break in Service shall be included in any subsequent
determination of his vesting service.

Forfeited amounts, as described in the preceding paragraph, shall be made
available to the Employer, through a transfer from the Member's Account to the
Employer Credit Account, upon: (1) if the Member had a vested interest in his
Account at his termination of Employment, the earlier of (i) the date as of
which the Member receives a distribution of his entire vested interest in his
Account or (ii) the date upon which the Member incurs 5 consecutive one-year
Breaks in Service, or (2) the date of the Member's termination of Employment, if
the Member then has no vested interest in his Account. Once so transferred, such
amounts shall be used at the option of the Employer to (i) offset any


                                       42


<PAGE> 47


contributions to be made by the Employer for that Contribution Determination
Period or (ii) be allocated to all eligible Members deemed to be employed as of
the last day of the Contribution Determination Period. The Employer Credit
Account, referenced in this Subparagraph, shall be maintained to receive, in
addition to the forfeitures described above, (i) contributions in excess of the
limitations contained in Section 415 of the Code, (ii) Employer contributions
made in advance of the date allocable to Members, if any, and (iii) amounts, if
any, forfeited pursuant to Sections 3.10 and 3.11.

No forfeitures will occur solely as a result of an Employee's withdrawal of
employee contributions under Article VII of the Plan.



                                       43

<PAGE> 48



                                   ARTICLE VII
                          WITHDRAWALS AND DISTRIBUTIONS

SECTION 7.1    GENERAL PROVISIONS
               ------------------

The Employer will define in the Adoption Agreement the terms and conditions
under which withdrawals and distributions will be permitted under the Plan. All
payments in respect of a Member's Account shall be made in cash from the Trust
Fund and in accordance with the provisions of this Article or Article XI except
that if the Adoption Agreement so provides, a Member may elect to have his
Account, to the extent then invested in the Employer Stock Fund, distributed in
the form of Employer Stock in accordance with the provisions of this Article or
Article XI. The amount of payment will be determined in accordance with the
vested value of the Member's Account on the Valuation Date coinciding with or
next following the date proper notice is filed with the TPA, unless following
such Valuation Date a decrease in the value of the Member's investment in any of
the available Investment Funds or other Account investments occurs prior to the
date the Member's Account is paid in which case that part of the payment which
is based on such investments shall equal the value of such investments
determined as of the date of payment which date shall occur as soon as
administratively practicable on or following the Valuation Date such proper
notice is filed with the TPA. If units are redeemed to make a payment of
benefits, the redemption date Unit value with respect to a Member's investment
in any of the available Investment Funds shall equal the value of a Unit in such
Investment Fund, as determined in accordance with the valuation method
applicable to Unit investments in such Investment Fund on the date the Member's
investment is redeemed.

Except where otherwise specified, payments provided under this Article will be
made in a lump sum as soon as practicable after such Valuation Date or date of
redemption, as may be applicable, subject to any applicable restriction on
redemption imposed on amounts invested in any of the available Investment Funds.

Any partial withdrawal shall be deemed to come (to the extent available for
withdrawal):

  --  First from the Member's after-tax contributions made prior to January 1,
      1987.

  --  Next from the Member's after-tax contributions made after December 31,
      1986 plus earnings on all of the Member's after-tax contributions.

  --  Next from the Member's rollover contributions plus earnings thereon.


                                       44

<PAGE> 49




  --  Next from the Employer matching contributions plus earnings thereon.

  --  Next from the Employer supplemental contributions plus earnings thereon.

  --  Next from the Employer basic contributions plus earnings thereon.

  --  Next from the Employer safe harbor CODA contributions plus earnings
      thereon.

  --  Next from the Member's 401(k) deferrals plus earnings thereon.

  --  Next from the Employer qualified nonelective contributions plus earnings
      thereon.

  --  Next from the Employer profit sharing contributions plus earnings thereon.

SECTION 7.2    WITHDRAWALS WHILE EMPLOYED
               --------------------------

The Employer may, at its option, permit Members to make withdrawals from one or
more of the portions of their Accounts while employed by the Employer, as
designated in the Adoption Agreement, under the terms and provisions described
herein.

VOLUNTARY WITHDRAWALS - To the extent permitted by the Employer as specified in
the Adoption Agreement, a Member may voluntarily withdraw some or all of his
Account (other than his 401(k) deferrals and Employer qualified nonelective
contributions treated as 401(k) deferrals except as hereinafter permitted) while
in Employment by filing a notice of withdrawal with the TPA; provided, however,
that in the event his Employer has elected to provide annuity options under
Section 7.3 and the Member elects an annuity form of payment, no withdrawals may
be made from a married Member's Account without the written consent of such
Member's Spouse (which consent shall be subject to the procedures set forth in
Section 7.3). Only one in-service withdrawal may be made in any Plan Year from
each of the rollover amount of the Member's Account and the remainder of the
Member's Account. This restriction shall not, however, apply to a withdrawal
under this Section in conjunction with a hardship withdrawal.

Notwithstanding the foregoing paragraph, a Member may not withdraw any matching,
basic, supplemental, profit sharing or, solely in the case of the events
described in clause (iii) or (iv), qualified nonelective contributions made by
the Employer under Article III unless (i) the Member has completed 60 months of
participation in the Plan; (ii) the withdrawal occurs at least 24 months after
such contributions were made by the Employer; (iii) the Employer terminates the
Plan without establishing a qualified successor plan; or (iv) the Member dies,
is disabled, retires, attains age 59 1/2 or terminates


                                       45

<PAGE> 50



Employment. For purposes of the preceding requirements, if the Member's Account
includes amounts which have been transferred from a defined contribution plan
established prior to the adoption of the Plan by the Employer, the period of
time during which amounts were held on behalf of such Member and the periods of
participation of such Member under such defined contribution plan shall be taken
into account.

Effective as of January 1, 1997, if an Employer does not permit Members to make
withdrawals from their Account while employed and a Member has attained age 70
1/2 prior to terminating employment with his Employer, such Member may withdraw
some or all of his Account under the terms and provisions of this Section 7.2.

If an Employer, in the Adoption Agreement, permits Members to withdraw 401(k)
deferrals and qualified non-elective contributions (and the income allocable to
each) while employed by the Employer, such deferrals or contributions are not
distributable earlier than upon separation from service, death, disability,
attainment of age 59 1/2 or hardship. Such amounts may also be distributed, in
accordance with Section 401(k)(2)(B)(i)(II) of the Code and the IRS Regulations
thereunder, upon: (i) termination of the Plan without the establishment of
another defined contribution plan other than an employee stock ownership plan
(as defined in Section 4975(e)(7) or Section 409 of the Code) or a simplified
employee pension plan (defined in Code Section 408(k) or a SIMPLE IRA plan
(defined in Code Section 408(p)), or (ii) the disposition by a corporation to an
unrelated corporation of substantially all of the assets (within the meaning of
Section 409(d)(2) of the Code) used in a trade or business of such corporation
if such corporation continues to maintain this Plan after the disposition, but
only with respect to employees who continue employment with the corporation
acquiring such assets, or (iii) the disposition by a corporation to an unrelated
entity of such corporation's interest in a subsidiary (within the meaning of
Section 409(d)(3) of the Code) if such corporation continues to maintain this
Plan, but only with respect to employees who continue employment with such
subsidiary.

HARDSHIP WITHDRAWALS - If designated by the Employer in the Adoption Agreement,
a Member may make a withdrawal of his 401(k) deferrals, Employer qualified
nonelective contributions which are treated as elective deferrals, and any
earnings credited thereto prior to January 1, 1989, prior to attaining age 592,
provided that the withdrawal is solely on account of an immediate and heavy
financial need and is necessary to satisfy such financial need. For the purposes
of this Article, the term "immediate and heavy financial need" shall be limited
to the need of funds for (i) the payment of medical expenses (described in
Section 213(d) of the Code) incurred by the Member, the Member's Spouse,


                                       46

<PAGE> 51



or any of the Member's dependents (as defined in Section 152 of the Code), (ii)
the payment of tuition and room and board for the next 12 months of
post-secondary education of the Member, the Member's Spouse, the Member's
children, or any of the Member's dependents (as defined in Section 152 of the
Code), (iii) the purchase (excluding mortgage payments) of a principal residence
for the Member, or (iv) the prevention of eviction of the Member from his
principal residence or the prevention of foreclosure on the mortgage of the
Member's principal residence. For purposes of this Article, a distribution
generally may be treated as "necessary to satisfy a financial need" if the Plan
Administrator reasonably relies upon the Member's written representation that
the need cannot be relieved (i) through reimbursement or compensation by
insurance or otherwise, (ii) by reasonable liquidation of the Member's available
assets, to the extent such liquidation would not itself cause an immediate and
heavy financial need, (iii) by cessation of Member contributions and/or
deferrals pursuant to Article III of the Plan, to the extent such contributions
and/or deferrals are permitted by the Employer, or (iv) by other distributions
or nontaxable (at the time of the loan) loans from plans maintained by the
Employer or by any other employer, or by borrowing from commercial sources on
reasonable commercial terms. The amount of any withdrawal pursuant to this
Article shall not exceed the amount required to meet the demonstrated financial
hardship, including any amounts necessary to pay any federal income taxes and
penalties reasonably anticipated to result from the distribution as certified to
the Plan Administrator by the Member.

Notwithstanding the foregoing, no amounts may be withdrawn on account of
hardship pursuant to this Article prior to a Member's withdrawal of his other
available Plan assets without regard to any other withdrawal restrictions
adopted by the Employer.

SECTION 7.3    DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
               --------------------------------------------

In accordance with the provisions for distributions designated by the Employer
in the Adoption Agreement, a Member who terminates Employment with the Employer
may request a distribution of his Account at any time thereafter up to
attainment of age 70 1/2. Except as otherwise provided by the Employer in the
Adoption Agreement, a Member may withdraw all or a portion of his Account at any
time after termination of employment and any amounts paid under this Article may
not be returned to the Plan. Any distribution made under this Section 7.3
requires that a Request for Distribution be filed with the TPA. If a Member does
not file such a Request, the value of his Account will be paid to him as soon as
practicable after his attainment of age 70 1/2, but in no event shall


                                       47

<PAGE> 52



payment commence later than April 1 of the calendar year following the calendar
year in which the Member attains age 70 1/2 unless otherwise provided by law.

LUMP SUM PAYMENTS - A Member may request a distribution of all or a part of his
Account no more frequently than once per calendar year by filing the proper
Request for Distribution with the TPA. In the event the Employer has elected to
provide an annuity option under the Plan, no distributions may be made from a
married Member's Account without the written consent of such married Member's
spouse (which consent shall be subject to the procedures set forth below).

INSTALLMENT PAYMENTS - To the extent designated by the Employer in the Adoption
Agreement and in lieu of any lump sum payment of his total Account, a Member who
has terminated his Employment may elect in his Request for Distribution to be
paid in installments (no less frequently than annually), provided that a Member
shall not be permitted to elect an installment period in excess of his remaining
life expectancy (or the joint life expectancy of the Member and his designated
Beneficiary) and if a Member attempts such an election, the TPA shall deem him
to have elected the installment period with the next lowest multiple within the
Member's remaining life expectancy. For purposes of installment payments under
this Section 7.3, the Member's life expectancy (or the joint life expectancy of
the Member and his designated Beneficiary) shall not be recalculated. The amount
of each installment will be equal to the value of the total Units in the
Member's Account, multiplied by a fraction, the numerator of which is one and
the denominator of which is the number of remaining installments including the
one then being paid, so that at the end of the installment period so elected,
the total Account will be liquidated. The value of the Units will be determined
in accordance with the Unit values on the Valuation Date on or next following
the TPA's receipt of his Request for Distribution and on each anniversary
thereafter subject to applicable Regulations under Code Section 401(a)(9).
Payment will be made as soon as practicable after each such Valuation Date, but
in no event shall payment commence later than April 1 of the calendar year
following the calendar year in which the Member attains age 702 subject to the
procedure for making such distributions described below. The election of
installments hereunder may not be subsequently changed by the Member, except
that upon written notice to the TPA, the Member may withdraw the balance of the
Units in his Account in a lump sum at any time, notwithstanding the fact that
the Member previously received a distribution in the same calendar year.


                                       48

<PAGE> 53


ANNUITY PAYMENTS - The Employer may, at its option, elect to provide an annuity
option under the Plan. To the extent so designated by the Employer in the
Adoption Agreement and in lieu of any lump sum payment of his total Account, a
Member who has terminated his Employment may elect in his Request for
Distribution to have the value of his total Account be paid as an annuity
secured for the Member by the Plan Administrator through a individual annuity
contract purchased by the Plan. In the event the Employer elects to provide the
annuity option under the Plan and a Member elects an annuity form of payment,
the following provisions shall apply:

UNMARRIED MEMBERS - Any unmarried Member who has terminated his Employment may
elect, in lieu of any other available payment option, to receive a benefit
payable by purchase of a single premium contract providing for (i) a single life
annuity for the life of the Member or (ii) an annuity for the life of the Member
and, if the Member dies leaving a designated Beneficiary, a 50% survivor annuity
for the life of such designated Beneficiary.

MARRIED MEMBERS - Except as otherwise provided below, (i) any married Member who
has terminated his Employment shall receive a benefit payable by purchase of a
single premium contract providing for a Qualified Joint and Survivor Annuity, as
defined below, and (ii) the Surviving Spouse of any married Member who dies
prior to the date payment of his benefit commences shall be entitled to a
Preretirement Survivor Annuity, as defined below. Notwithstanding the foregoing,
any such married Member may elect to receive his benefit in any other available
form, and may waive the Preretirement Survivor Annuity, in accordance with the
spousal consent requirements described herein.

For purposes of this Section 7.3, the term Qualified Joint and Survivor
Annuity" means a benefit providing an annuity for the life of the Member, ending
with the payment due on the last day of the month coinciding with or preceding
the date of his death, and, if the Member dies leaving a Surviving Spouse, a
survivor annuity for the life of such Surviving Spouse equal to one-half of the
annuity payable for the life of the Member under his Qualified Joint and
Survivor Annuity, commencing on the last day of the month following the date of
the Member's death and ending with the payment due on the first day of the month
coinciding with or preceding the date of such Surviving Spouse's death.

For purposes of this Section 7.3, the term "Preretirement Survivor Annuity"
means a benefit providing for payment of 50% of the Member's Account balance as
of the Valuation Date coinciding with or preceding the date of his death.
Payment of a Preretirement Survivor Annuity shall commence in the month
following the month in which


                                       49

<PAGE> 54



the Member dies or as soon as practicable thereafter; provided, however, that to
the extent required by law, if the value of the amount used to purchase a
Preretirement Survivor Annuity exceeds $3,500, then payment of the Preretirement
Survivor Annuity shall not commence prior to the date the Member reached (or
would have reached, had he lived) Normal Retirement Age without the written
consent of the Member's Surviving Spouse. Absence of any required consent will
result in a deferral of payment of the Preretirement Survivor Annuity to the
month following the month in which occurs the earlier of (i) the date the
required consent is received by the TPA or (ii) the date the Member would have
reached Normal Retirement Age had he lived.

The TPA shall furnish or cause to be furnished, to each married Member with an
Account subject to this Section 7.3, explanations of the Qualified Joint and
Survivor Annuity and Preretirement Survivor Annuity. A Member may, with the
written consent of his Spouse (unless the TPA makes a written determination in
accordance with the Code and the Regulations that no such consent is required),
elect in writing (i) to receive his benefit in a single lump sum payment within
the 90-day period ending on the date payment of his benefit commences; and (ii)
to waive the Preretirement Survivor Annuity within the period beginning on the
first day of the Plan Year in which the Member attains age 35 and ending on the
date of his death. Any election made pursuant to this Subparagraph may be
revoked by a Member, without spousal consent, at any time within which such
election could have been made. Such an election or revocation must be made in
accordance with procedures developed by the TPA and shall be notarized.

Notwithstanding anything to the contrary, effective for Plan Years beginning
after December 31, 1996, the 90-day period in which a Member may, with the
written consent of his Spouse, elect in writing to receive his benefit in a
single lump sum shall not end before the 30th day after the date on which
explanations of the Qualified Joint and Survivor Annuity and Preretirement
Survivor Annuity are provided. A Member may elect (with any applicable spousal
consent) to waive any requirement that the written explanation be provided at
least 30 days before the annuity starting date (or to waive the 30-day
requirement under the preceding sentence) if the distribution commences more
than seven days after such explanation is provided.

Notwithstanding the preceding provisions of this Section 7.3, any benefit of
$3,500, subject to the limits of Article X, or less, shall be paid in cash in a
lump sum in full settlement of the Plan's liability therefor; provided, however,
that in the case of a married Member, no such lump sum payment shall be made
after benefits have commenced


                                       50

<PAGE> 55



without the consent of the Member and his Spouse or, if the Member has died, the
Member's Surviving Spouse. Furthermore, if the value of the benefit payable to a
Member or his Surviving Spouse is greater than $3,500 and the Member has or had
not reached his Normal Retirement Age, then to the extent required by law,
unless the Member (and, if the Member is married and his benefit is to be paid
in a form other than a Qualified Joint and Survivor Annuity, his Spouse, or, if
the Member was married, his Surviving Spouse) consents in writing to an
immediate distribution of such benefit, his benefit shall continue to be held in
the Trust until a date following the earlier of (i) the date of the TPA's
receipt of all required consents or (ii) the date the Member reaches his
earliest possible Normal Retirement Age under the Plan (or would have reached
such date had he lived), and thereafter shall be paid in accordance with this
Section 7.3.

Solely to the extent required under applicable law and regulations, and
notwithstanding any provisions of the Plan to the contrary that would otherwise
limit a Distributee's election under this Subparagraph, a Distributee may elect,
at the time and in the manner prescribed by the TPA, to have any portion of an
Eligible Rollover Distribution paid directly to an Eligible Retirement Plan
specified by the Distributee in a Direct Rollover. For purposes of this
Subparagraph, the following terms shall have the following meanings:

ELIGIBLE ROLLOVER DISTRIBUTION - Any distribution of all or any portion of the
balance to the credit of the Distributee, except that an Eligible Rollover
Distribution does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten years or more; any distribution to
the extent such distribution is required under Section 401(a)(9) of the Code;
and the portion of any distribution that is not includable in gross income
(determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities).

Effective January 1, 1999, an Eligible Rollover Distribution excludes hardship
withdrawals as defined in Section 401(k)(2)(B)(i)(IV) of the Code which are
attributable to Member's 401(k) deferrals under Treasury Regulation Section
1.401(k)-1(d)(2)(ii).

ELIGIBLE RETIREMENT PLAN - An individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in Section 408(b)
of the Code, an annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code, that accepts the
Distributee's Eligible Rollover Distribution.


                                       51

<PAGE> 56



However, in the case of an Eligible Rollover Distribution to a Surviving Spouse,
an Eligible Retirement Plan is an individual retirement account or an individual
retirement annuity.

DISTRIBUTEE - A Distributee may be (i) an Employee, (ii) a former Employee,
(iii) an Employee's Surviving Spouse, (iv) a former Employee's Surviving Spouse,
(v) an Employee's Spouse or former Spouse who is an alternate payee under a
qualified domestic relations order, as defined in Section 414(p) of the Code, or
(vi) a former Employee's Spouse or former Spouse who is an alternate payee under
a qualified domestic relations order, as defined in Section 414(p) of the Code,
with respect to the interest of the Spouse or former Spouse.

DIRECT ROLLOVER - A payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

SECTION 7.4    DISTRIBUTIONS DUE TO DISABILITY
               -------------------------------

A Member who is separated from Employment by reason of a disability which is
expected to last in excess of 12 consecutive months and who is either (i)
eligible for, or is receiving, disability insurance benefits under the Federal
Social Security Act or (ii) approved for disability under the provisions of any
other benefit program or policy maintained by the Employer, which policy or
program is applied on a uniform and nondiscriminatory basis to all Employees of
the Employer, shall be deemed to be disabled for all purposes under the Plan.

The Plan Administrator shall determine whether a Member is disabled in
accordance with the terms of the immediately preceding paragraph; provided,
however, approval of Disability is conditioned upon notice to the Plan
Administrator of such Member's Disability within 13 months of the Member's
separation from Employment. The notice of Disability shall include a
certification that the Member meets one or more of the criteria listed above.

Upon determination of Disability, a Member may withdraw his total Account
balance under the Plan and have such amounts paid to him in accordance with the
applicable provisions of this Article VII, as designated by the Employer. If a
disabled Member becomes reemployed subsequent to withdrawal of some or all of
his Account balance, such Member may not repay to the Plan any such withdrawn
amounts.

SECTION 7.5    DISTRIBUTIONS DUE TO DEATH
               --------------------------


                                       52

<PAGE> 57



Subject to the provisions of Section 7.3 above, if a married Member dies, his
Spouse, as Beneficiary, will receive a death benefit equal to the value of the
Member's Account determined on the Valuation Date on or next following the TPA's
receipt of notice that such Member died; provided, however, that if such
Member's Spouse had consented in writing to the designation of a different
Beneficiary, the Member's Account will be paid to such designated Beneficiary.
Such nonspousal designation may be revoked by the Member without spousal consent
at any time prior to the Member's death. If a Member is not married at the time
of his death, his Account will be paid to his designated Beneficiary.

A Member may elect that upon his death, his Beneficiary, pursuant to this
Section 7.5, may receive, in lieu of any lump sum payment, payment in 5 annual
installments (10 if the Spouse is the Beneficiary, provided that the Spouse's
remaining life expectancy is at least 10 years) whereby the value of 1/5th of
such Member's Units (or 1/10th in the case of a spousal Beneficiary, provided
that the Spouse's remaining life expectancy is at least 10 years) in each
available Investment Fund will be determined in accordance with the Unit values
on the Valuation Date on or next following the TPA's receipt of notice of the
Member's death and on each anniversary of such Valuation Date. Payment will be
made as soon as practicable after each Valuation Date until the Member's Account
is exhausted. Such election may be filed at any time with the Plan Administrator
prior to the Member's death and may not be changed or revoked after such
Member's death. If such an election is not in effect at the time of the Member's
death, his Beneficiary (including any spousal Beneficiary) may elect to receive
distributions in accordance with this Article, except that any balance remaining
in the deceased Member's Account must be distributed on or before the December
31 of the calendar year which contains the 5th anniversary (the 10th anniversary
in the case of a spousal Beneficiary, provided that the Spouse's remaining life
expectancy is at least 10 years) of the Member's death. Notwithstanding the
foregoing, payment of a Member's Account shall commence not later than the
December 31 of the calendar year immediately following the calendar year in
which the Member died or, in the event such Beneficiary is the Member's
Surviving Spouse, on or before the December 31 of the calendar year in which
such Member would have attained age 702, if later (or, in either case, on any
later date prescribed by the IRS Regulations). If, upon the Spouse's or
Beneficiary's death, there is still a balance in the Account, the value of the
remaining Units will be paid in a lump sum to such Spouse's or Beneficiary's
estate.

SECTION 7.6    MINIMUM REQUIRED DISTRIBUTIONS
               ------------------------------


                                       53

<PAGE> 58



Effective as of January 1, 1997, payment of a Member's Account shall not
commence later than April 1 of the calendar year following the later of (i) the
calendar year in which the Member attains age 70 1/2 or (ii) the calendar year
in which the Member retires; provided however, if the Member is a 5 percent
owner (as described in Section 416(i) of the Code), at any time during the Plan
Year ending with or within the calendar year in which the Employee attains age
70 1/2, any benefit payable to such Member shall commence no later than April 1
of the calendar year following the calendar year in which the Member attains age
70 1/2.

(A)     Subject to Section 7.3, joint and survivor annuity requirements, the
        requirements of this Section shall apply to any distribution of a
        Member's interest and will take precedence over any inconsistent
        provisions of this Plan. Unless otherwise specified, the provisions of
        this Section 7.6 apply to calendar years beginning after December 31,
        1984.

        All distributions required under this Section 7.6 shall be determined
        and made in accordance with the proposed regulations under Section
        401(a)(9) of the Code, including the minimum distribution incidental
        benefit requirement of Section 1.401(a)(9)-2 of the proposed
        regulations.

        The entire interest of a Member must be distributed or begin to be
        distributed no later than the Member's required beginning date.

(B)     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):

               (1)  the life of the Member,

               (2)  the life of the Member and a designated beneficiary,

               (3)  a period certain not extending beyond the life expectancy
                    of the Member, or

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

(C)     If the Member's interest is to be distributed in other than a single
        sum, the following minimum distribution rules shall apply on or after
        the required beginning date:

               (1) If a Member's benefit is to be distributed over (a) a period
               not extending beyond the life expectancy of the Member or the
               joint life and last


                                       54

<PAGE> 59



               survivor expectancy of the Member and the Member's designated
               beneficiary or (b) a period not extending beyond the life
               expectancy of the designated beneficiary, the amount required to
               be distributed for each calendar year, beginning with
               distributions for the first distribution calendar year, must at
               least equal the quotient obtained by dividing the Member's
               benefit by the applicable life expectancy.

               (2) For calendar years beginning before January 1, 1989, if the
               Member's spouse is not the designated beneficiary, the method of
               distribution selected must assure that at least 50% of the
               present value of the amount available for distribution is paid
               within the life expectancy of the Member.

               (3) For calendar years beginning after December 31, 1988, the
               amount to be distributed each year, beginning with distributions
               for the first distribution calendar year shall not be less than
               the quotient obtained by dividing the Member's benefit by the
               lesser of (a) the applicable life expectancy or (b) if the
               Member's spouse is not the designated beneficiary, the applicable
               divisor determined from the table set forth in Q&A-4 of Section
               1.401(a)(9)-2 of the proposed regulations. Distributions after
               the death of the Member shall be distributed using the applicable
               life expectancy in paragraph (1) above as the relevant divisor
               without regard to Proposed Regulations Section 1.401(a)(9)-2.

               (4) The minimum distribution required for the Member's first
               distribution calendar year must be made on or before the Member's
               required beginning date. The minimum distribution for other
               calendar years, including the minimum distribution for the
               distribution calendar year in which the employee's required
               beginning date occurs, must be made on or before December 31 of
               that distribution calendar year.

        If the Member'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 Section 401(a)(9) of the
        Code and the proposed regulations thereunder.

(D)     Distributions beginning before death. If the Member dies after
        distribution of his interest has begun, the remaining portion of such
        interest will continue to be


                                       55

<PAGE> 60



        distributed at least as rapidly as under the method of distribution
        being used prior to the Member's death.

(E)     Distributions beginning after death. 1) If the Member dies before
        distribution of his or her interest begins, distribution of the Member's
        entire interest shall be completed by December 31 of the calendar year
        containing the fifth anniversary of the Member'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 Member'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 Member died;

         (b)      if the designated beneficiary is the Member's surviving
                  spouse, the date distributions are required to begin in
                  accordance with (a) above shall not be earlier than the later
                  of (i) December 31 of the calendar year immediately following
                  the calendar year in which the Member died and (ii) December
                  31 of the calendar year in which the Member would have
                  attained age 70 1/2.

        2) If the Member has not made an election pursuant to this Section 7.6
        by the time of his death, the Member's designated beneficiary must elect
        the method of distribution no later than the earlier of (i) December 31,
        of the calendar year in which distributions would be required to begin
        under this Section, or (ii) December 31 of the calendar year which
        contains the fifth anniversary of the date of death of the Member. If
        the Member has no designated beneficiary, or if the designated
        beneficiary does not elect a method of distribution, distribution of the
        Member's entire interest must be completed by December 31 of the
        calendar year containing the fifth anniversary of the Member's death.

(F)     For purposes of paragraph (E) above, if the surviving spouse dies after
        the Member, but before payments to such spouse begin, the provisions of
        paragraph (E), with the exception of paragraph (E)(1)(b) therein, shall
        be applied as if the surviving spouse were the Member.

                                       56

<PAGE> 61



(G)     For the purposes of paragraphs (D) and (E), distribution of a Member's
        interest is considered to begin on the Member's required beginning date
        (or, if paragraph (F) above is applicable, the date distribution is
        required to begin to the surviving spouse pursuant to paragraph (E)
        above). If distribution in the form of an annuity irrevocably commences
        to the Member before the required beginning date, the date distribution
        is considered to begin is the date distribution actually commences.

(H)     Applicable life expectancy. The life expectancy (or joint and last
        survivor expectancy) calculated using the attained age of the Member (or
        designated beneficiary as of the Member'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
        applicable calendar year shall be the first distribution calendar year,
        and if life expectancy is being recalculated such succeeding calendar
        year.

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

(J)     Distribution calendar year. A calendar year for which a minimum
        distribution is required. For distributions beginning before the
        Member's death, the first distribution calendar year is the calendar
        year immediately preceding the calendar year which contains the Member's
        required beginning date. For distributions beginning after the Member's
        death, the first distribution calendar year is the calendar year in
        which distributions are required to begin pursuant to paragraphs (D),
        (E), (F) and (G) above.

(K)     Life expectancy. Life expectancy and joint and last survivor expectancy
        are computed by use of the expected return multiples in Tables V and VI
        of Section 1.72-9 of the Income Tax Regulations.

        Unless otherwise elected by the Member (or spouse, in the case of
        distributions described in paragraph (E)(1)(b) above) by the time
        distributions are required to begin, life expectancies shall be
        recalculated annually. Such election shall be irrevocable as to the
        Member (or spouse) and shall apply to all subsequent years. The life
        expectancy of a nonspouse beneficiary may not be recalculated.


                                       57

<PAGE> 62


(L) Member's benefit.

               (1) 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 dates in the valuation calendar year after the valuation date
               and decreased by distributions made in the valuation calendar
               year after the valuation date.

               (2) Exception for second distribution calendar year. For purposes
               of paragraph (1) above, if any portion of the minimum
               distribution for the first distribution calendar year is made in
               the second distribution calendar year on or before the required
               beginning date, the amount of the minimum distribution made in
               the second distribution calendar year shall be treated as if it
               had been made in the immediately preceding distribution calendar
               year.


                                       58


<PAGE> 63



                                  ARTICLE VIII
                                  LOAN PROGRAM

SECTION 8.1    GENERAL PROVISIONS
               ------------------

An Employer may, at its option, make available the loan program described herein
for any Member (and, if applicable under Section 8.8 of this Article, any
Beneficiary), subject to applicable law. The Employer shall so designate its
adoption of the loan program and the terms and provisions of its operation in
the Adoption Agreement. There shall be a reasonable origination fee and/or an
annual administration fee assessed to the Member's Account for each loan made to
a Member or Beneficiary. In the event that amounts are transferred to the Plan
from a retirement plan subject to Section 401(a)(11) of the Code, no loans may
be made from a married Member's Account without the written consent of such
Member's Spouse (in accordance with the spousal consent rules set forth under
Section 7.3). In the event the Employer elects to permit loans to be made from
rollover contributions and earnings thereon, as designated in the Adoption
Agreement, loans shall be available from the Accounts of any Employees of the
Employer who have not yet become Members. Only one loan may be made to a Member
in the Plan Year, except that if an Employer provides in the Adoption Agreement
to make loans available from Employee rollover contributions and the earnings
thereon, a Member will be permitted to request a second loan in the Plan Year to
the extent of Employee rollover contributions and earnings thereon subject to
any other limitations provided under this Article.

The Employer may elect, in the Adoption Agreement, to make the loan program
available only in the event of hardship or financial necessity. Hardship or
financial necessity is defined as a significant health expense or a loss of
income due to illness or disability incurred by a Member, or the death of a
Member or an immediate family member of a Member. Hardship or financial
necessary also includes the purchase of a Member's principal place of residence
as well as paying for a college education (including graduate studies) for
either a Member or a Member's dependents.

SECTION 8.2    LOAN APPLICATION
               ----------------

Subject to the restrictions described in the paragraph immediately following, a
Member in Employment may borrow from his Account in each of the available
Investment Funds by filing a loan application with the TPA. Such application
(hereinafter referred to as a "completed application") shall (i) specify the
terms pursuant to which the loan is requested


                                       59

<PAGE> 64


to be made and (ii) provide such information and documentation as the TPA shall
require, including a note, duly executed by the Member, granting a security
interest of an amount not greater than 50% of his vested Account, to secure the
loan. With respect to such Member, the completed application shall authorize the
repayment of the loan through payroll deductions. Such loan will become
effective upon the Valuation Date coinciding with or next following the date on
which his completed application and other required documents were submitted,
subject to the same conditions with respect to the amount to be transferred
under this Section which are specified in the Plan procedures for determining
the amount of payments made under Article VII of the Plan.

The Employer shall establish standards in accordance with the Code and ERISA
which shall be uniformly applicable to all Members eligible to borrow from their
interests in the Trust Fund similarly situated and shall govern the TPA's
approval or disapproval of completed applications. The terms for each loan shall
be set solely in accordance with such standards.

The TPA shall, in accordance with the established standards, review and approve
or disapprove a completed application as soon as practicable after its receipt
thereof, and shall promptly notify the applying Member of such approval or
disapproval. Notwithstanding the foregoing, the TPA may defer its review of a
completed application, or defer payment of the proceeds of an approved loan, if
the proceeds of the loan would otherwise be paid during the period commencing on
December 1 and ending on the following January 31.

Subject to the preceding paragraph and Section 8.6, upon approval of a completed
application, the TPA shall cause payment of the loan to be made from the
available Investment Fund(s) in the same proportion that the designated portion
of the Member's Account is invested at the time of the loan, and the relevant
portion of the Member's interest in such Investment Fund(s) shall be cancelled
and shall be transferred in cash to the Member. The TPA shall maintain
sufficient records regarding such amounts to permit an accurate crediting of
repayments of the loan.

Notwithstanding any provision of this Article VIII to the contrary, if an
Employer has elected in the Adoption Agreement to condition loans based upon a
Member's demonstrated hardship or financial necessity, the Plan Administrator,
in a uniform and nondiscriminatory manner, shall determine whether a Member has
incurred a hardship or financial necessity following the Member filing a loan
application with the TPA.


                                       60

<PAGE> 65



SECTION 8.3   PERMITTED LOAN AMOUNT
              ---------------------

The amount of each loan may not be less than $1,000 nor more than the maximum
amount as described below. The maximum amount available for loan under the Plan
(when added to the outstanding balance of all other loans from the Plan to the
borrowing Member) shall not exceed the lesser of: (a) $50,000 reduced by the
excess (if any) of (i) the highest outstanding loan balance attributable to the
Account of the Member requesting the loan from the Plan during the one-year
period ending on the day preceding the date of the loan, over (ii) the
outstanding balance of all other loans from the Plan to the Member on the date
of the loan, or (b) 50% of the value of the Member's vested portion of his
Account as of the Valuation Date on or next following the date on which the TPA
receives the completed application for the loan and all other required
documents. In determining the maximum amount that a Member may borrow, all
vested assets of his Account will be taken into consideration, provided that,
where the Employer has not elected to make a Member's entire Account available
for loans or where a Member's Account contains investments in a self-directed
brokerage account which shall not be available for loans, in no event shall the
amount of the loan exceed the value of such vested portion of the Member's
Account from which loans are permissible.

SECTION 8.4    SOURCE OF FUNDS FOR LOAN
               ------------------------

The amount of the loan will be deducted from the Member's Account in the
available Investment Funds in accordance with Section 8.2 of this Article and
the Plan procedures for determining the amount of payments made under Article
VII. Loans shall be deemed to come (to the extent the Employer permits Members
to take loans from one or more of the portions of their Accounts, as designated
in the Adoption Agreement):

  --    First from the vested Employer profit sharing contributions plus
        earnings thereon.

  --    Next from the Employer qualified nonelective contributions plus earnings
        thereon.

  --    Next from the Member's 401(k) deferrals plus earnings thereon.

  --    Next from the Member's safe harbor CODA contributions plus earnings
        thereon.

  --    Next from the vested Employer basic contributions plus earnings thereon.

  --    Next from the vested Employer supplemental contributions plus earnings
        thereon.

  --    Next from the vested Employer matching contributions plus earnings
        thereon.


                                       61

<PAGE> 66


  --    Next from the Member's rollover contributions plus earnings thereon.

  --    Next from the Member's after-tax contributions made after December 31,
        1986 plus earnings on all of the Member's after-tax contributions.

  --    Next from the Member's after-tax contributions made prior to January 1,
        1987.

SECTION 8.5    CONDITIONS OF LOAN
               ------------------

Each loan to a Member under the Plan shall be repaid in level monthly amounts
through regular payroll deductions after the effective date of the loan, and
continuing thereafter with each payroll. Except as otherwise required by the
Code and the IRS Regulations, each loan shall have a repayment period of not
less than 12 months and not in excess of 60 months, unless the purpose of the
loan is for the purchase of a primary residence, in which case the loan may be
for not more than 180 months. After the first 3 monthly payments of the loan
have been satisfied, the Member may pay the outstanding loan balance (including
accrued interest from the due date).

The rate of interest for the term of the loan will be established as of the loan
date, and will be the Barron's Prime Rate (base rate) plus 1% as published on
the last Saturday of the preceding month, or such other rate as may be required
by applicable law and determined by reference to the prevailing interest rate
charged by commercial lenders under similar circumstances. The applicable rate
would then be in effect through the last business day of the month.

Repayment of all loans under the Plan shall be secured by 50% of the Member's
vested interest in his Account, determined as of the origination of such loan.

SECTION 8.6    CREDITING OF REPAYMENT
               ----------------------

Upon lending any amount to a Member, the TPA shall establish and maintain a loan
receivable account with respect to, and for the term of, the loan. The
allocations described in this Section shall be made from the loan receivable
account. Upon receipt of each monthly installment payment and the crediting
thereof to the Member's loan receivable account, there shall be allocated to the
Member's Account in the available Investment Funds, in accordance with his most
recent investment instructions, the principal portion of the installment payment
plus that portion of the interest equal to the rate determined in Section 8.5 of
this Article. The unpaid balance owed by a Member on a


                                       62

<PAGE> 67



loan under the Plan shall not reduce the amount credited to his Account.
However, from the time of payment of the proceeds of the loan to the Member,
such Account shall be deemed invested, to the extent of such unpaid balance, in
such loan until the complete repayment thereof or distribution from such
Account. Any loan repayment shall first be deemed allocable to the portions of
the Member's Account on the basis of a reverse ordering of the manner in which
the loan was originally distributed to the Member.

SECTION 8.7    CESSATION OF PAYMENTS ON LOAN
               -----------------------------

If a Member, while employed, fails to make a monthly installment payment when
due, as specified in the completed application, subject to applicable law, he
will be deemed to have received a distribution of the outstanding balance of the
loan. If such default occurs after the first 3 monthly payments of the loan have
been satisfied, the Member may pay the outstanding balance, including accrued
interest from the due date, by the last day of the calendar quarter following
the calendar quarter which contains the due date of the last monthly installment
payment, in which case no such distribution will be deemed to have occurred.
Subject to applicable law, notwithstanding the foregoing, a Member that borrows
any of his 401(k) deferrals and any of the earnings attributable thereto may not
cease to make monthly installment payments while employed and receiving a Salary
from the Employer.

Except as provided below, upon a Member's termination of Employment, death or
Disability, or the Employer's termination of the Plan, no further monthly
installment payments may be made. Unless the outstanding balance, including
accrued interest from the due date, is paid by the last day of the calendar
quarter following the calendar quarter which contains the date of such
occurrence, the Member will be deemed to have received a distribution of the
outstanding balance of the loan including accrued interest from the due date.

SECTION 8.8    LOANS TO FORMER MEMBERS
               -----------------------

Notwithstanding any other provisions of this Article VIII, a member who
terminates Employment for any reason shall be permitted to continue making
scheduled repayments with respect to any loan balance outstanding at the time he
becomes a terminated Member. In addition, a terminated Member or Beneficiary may
elect to initiate a new loan from his Account, subject to the conditions
otherwise described in this Article VIII. If any terminated Member who continues
to make repayments or any terminated Member or


                                       63

<PAGE> 68



Beneficiary who borrows from his Account pursuant to this Section 8.8 fails to
make a scheduled monthly installment payment by the last day of the calendar
quarter following the calendar quarter which contains the scheduled payment
date, he will be deemed to have received a distribution of the outstanding
balance of the loan.


                                       64

<PAGE> 69



                                   ARTICLE IX
            ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES

SECTION 9.1    FIDUCIARIES
               -----------

The following persons are Fiduciaries under the Plan.

a)      The Trustee,

b)      The Employer,

c)      The Plan Administrator or committee, appointed by the Employer pursuant
        to this Article IX of the Plan and designated as the "Named Fiduciary"
        of the Plan and the Plan Administrator, and

d)      Any Investment Manager appointed by the Employer as provided in Section
        9.4.

Each of said Fiduciaries shall be bonded to the extent required by ERISA.

The TPA is not intended to have the authority or responsibilities which would
cause it to be considered a Fiduciary with respect to the Plan unless the TPA
otherwise agrees to accept such authority or responsibilities in a service
agreement or otherwise in writing.

SECTION 9.2    ALLOCATION OF RESPONSIBILITIES AMONG THE FIDUCIARIES
               ----------------------------------------------------

a)      The Trustee
        -----------

        The Employer shall enter into one or more Trust Agreements with a
        Trustee or Trustees selected by the Employer. The Trust established
        under any such agreement shall be a part of the Plan and shall provide
        that all funds received by the Trustee as contributions under the Plan
        and the income therefrom (other than such part as is necessary to pay
        the expenses and charges referred to in Paragraph (b) of this Section)
        shall be held in the Trust Fund for the exclusive benefit of the Members
        or their Beneficiaries, and managed, invested and reinvested and
        distributed by the Trustee in accordance with the Plan. Sums received
        for investment may be invested (i) wholly or partly through the medium
        of any common, collective or commingled trust fund maintained by a bank
        or other financial institution and which is qualified under Sections
        401(a) and 501(a) of the Code and constitutes a part of the Plan; (ii)
        wholly or partly through the medium of a group annuity or other type of
        contract issued by an insurance company and


                                       65

<PAGE> 70



         constituting a part of the Plan, and utilizing, under any such
         contract, general, commingled or individual investment accounts; or
         (iii) wholly or partly in securities issued by an investment company
         registered under the Investment Company Act of 1940. Subject to the
         provisions of Article XI, the Employer may from time to time and
         without the consent of any Member or Beneficiary (a) amend the Trust
         Agreement or any such insurance contract in such manner as the Employer
         may deem necessary or desirable to carry out the Plan, (b) remove the
         Trustee and designate a successor Trustee upon such removal or upon the
         resignation of the Trustee, and (c) provide for an alternate funding
         agency under the Plan. The Trustee shall make payments under the Plan
         only to the extent, in the amounts, in the manner, at the time, and to
         the persons as shall from time to time be set forth and designated in
         written authorizations from the Plan Administrator or TPA.

         The Trustee shall from time to time charge against and pay out of the
         Trust Fund taxes of any and all kinds whatsoever which are levied or
         assessed upon or become payable in respect of such Fund, the income or
         any property forming a part thereof, or any security transaction
         pertaining thereto. To the extent not paid by the Employer, the Trustee
         shall also charge against and pay out of the Trust Fund other expenses
         incurred by the Trustee in the performance of its duties under the
         Trust, the expenses incurred by the TPA in the performance of its
         duties under the Plan (including reasonable compensation for agents and
         cost of services rendered in respect of the Plan), such compensation of
         the Trustee as may be agreed upon from time to time between the
         Employer and the Trustee, and all other proper charges and
         disbursements of the Trustee, the Employer, or the Plan Administrator.

b)       The Employer
         ------------

         The Employer shall be responsible for all functions assigned or
         reserved to it under the Plan and any related Trust Agreement. Any
         authority so assigned or reserved to the Employer, other than
         responsibilities assigned to the Plan Administrator, shall be exercised
         by resolution of the Employer's Board of Directors and shall become
         effective with respect to the Trustee upon written notice to the
         Trustee signed by the duly authorized officer of the Board advising the
         Trustee of such exercise. By way of illustration and not by limitation,
         the Employer shall have authority and responsibility:

         (1)      to amend the Plan;


                                       66

<PAGE> 71



         (2)      to merge and consolidate the Plan with all or part of the
                  assets or liabilities of any other plan;

         (3)      to appoint, remove and replace the Trustee and the Plan
                  Administrator and to monitor their performances;

         (4)      to appoint, remove and replace one or more Investment
                  Managers, or to refrain from such appointments, and to monitor
                  their performances;

         (5)      to communicate such information to the Plan Administrator,
                  TPA, Trustee and Investment Managers as they may need for the
                  proper performance of their duties; and

         (6)      to perform such additional duties as are imposed by law.

     Whenever, under the terms of this Plan, the Employer is permitted or
     required to do or perform any act, it shall be done and performed by an
     officer thereunto duly authorized by its Board of Directors.

c)   The Plan Administrator
     ----------------------

     The Plan Administrator shall have responsibility and discretionary
     authority to control the operation and administration of the Plan in
     accordance with the provisions of Article IX of the Plan, including,
     without limiting, the generality of the foregoing:

     (1)    the determination of eligibility for benefits and the amount and
            certification thereof to the Trustee;

     (2)    the hiring of persons to provide necessary services to the Plan;

     (3)    the issuance of directions to the Trustee to pay any fees, taxes,
            charges or other costs incidental to the operation and management of
            the Plan;

     (4)    the preparation and filing of all reports required to be filed with
            respect to the Plan with any governmental agency; and

     (5)    the compliance with all disclosure requirements imposed by state or
            federal law.


                                       67

<PAGE> 72



d)   The Investment Manager
     ----------------------

     Any Investment Manager appointed pursuant to Section 9.4 shall have sole
     responsibility for the investment of the portion of the assets of the Trust
     Fund to be managed and controlled by such Investment Manager. An Investment
     Manager may place orders for the purchase and sale of securities directly
     with brokers and dealers.

SECTION 9.3    NO JOINT FIDUCIARY RESPONSIBILITIES
               -----------------------------------

This Article IX is intended to allocate to each Fiduciary the individual
responsibility for the prudent execution of the functions assigned to him, and
none of such responsibilities or any other responsibilities shall be shared by
two or more of such Fiduciaries unless such sharing is provided by a specific
provision of the Plan or any related Trust Agreement. Whenever one Fiduciary is
required to follow the directions of another Fiduciary, the two Fiduciaries
shall not be deemed to have been assigned a shared responsibility, but the
responsibility of the Fiduciary giving the directions shall be deemed his sole
responsibility, and the responsibility of the Fiduciary receiving those
directions shall be to follow them insofar as such instructions are on their
face proper under applicable law. To the extent that fiduciary responsibilities
are allocated to an Investment Manager, such responsibilities are so allocated
solely to such Investment Manager alone, to be exercised by such Investment
Manager alone and not in conjunction with any other Fiduciary, and the Trustee
shall be under no obligation to manage any asset of the Trust Fund which is
subject to the management of such Investment Manager.

SECTION 9.4    INVESTMENT MANAGER
               ------------------

The Employer may appoint a qualified Investment Manager or Managers to manage
any portion or all of the assets of the Trust Fund. For the purpose of this Plan
and the related Trust, a "qualified Investment Manager" means an individual,
firm or corporation who has been so appointed by the Employer to serve as
Investment Manager hereunder, and who is and has acknowledged in writing that he
is (a) a Fiduciary with respect to the Plan, (b) bonded as required by ERISA,
and (c) either (i) registered as an investment advisor under the Investment
Advisors Act of 1940, (ii) a bank as defined in said Act, or (iii) an insurance
company qualified to perform investment management services under the laws of
more than one state of the United States.

Any such appointment shall be by a vote of the Board of Directors of the
Employer naming the Investment Manager so appointed and designating the portion
of the assets of the


                                       68
<PAGE> 73



Trust Fund to be managed and controlled by such Investment Manager. Said vote
shall be evidenced by a certificate in writing signed by the duly authorized
officer of the Board and shall become effective on the date specified in such
certificate but not before delivery to the Trustee of a copy of such
certificate, together with a written acknowledgment by such Investment Manager
of the facts specified in the second sentence of this Section.

SECTION 9.5    ADVISOR TO FIDUCIARY
               --------------------

A Fiduciary may employ one or more persons to render advice concerning any
responsibility such Fiduciary has under the Plan and related Trust Agreement.

SECTION 9.6    SERVICE IN MULTIPLE CAPACITIES
               ------------------------------

Any person or group of persons may serve in more than one fiduciary capacity
with respect to the Plan, specifically including service both as Plan
Administrator and as a Trustee of the Trust; provided, however, that no person
may serve in a fiduciary capacity who is precluded from so serving pursuant to
Section 411 of ERISA.

SECTION 9.7    APPOINTMENT OF PLAN ADMINISTRATOR
               ---------------------------------

The Employer shall designate the Plan Administrator in the Adoption Agreement.
The Plan Administrator may be an individual, a committee of two or more
individuals, whether or not, in either such case, the individual or any of such
individuals are Employees of the Employer, a consulting firm or other
independent agent, the Trustee (with its consent), the Board of the Employer, or
the Employer itself. Except as the Employer shall otherwise expressly determine,
the Plan Administrator shall be charged with the full power and responsibility
for administering the Plan in all its details. If no Plan Administrator has been
appointed by the Employer, or if the person designated as Plan Administrator is
not serving as such for any reason, the Employer shall be deemed to be the Plan
Administrator. The Plan Administrator may be removed by the Employer or may
resign by giving written notice to the Employer, and, in the event of the
removal, resignation, death or other termination of service of the Plan
Administrator, the Employer shall, as soon as is practicable, appoint a
successor Plan Administrator, such successor thereafter to have all of the
rights, privileges, duties and obligations of the predecessor Plan
Administrator.

SECTION 9.8    POWERS OF THE PLAN ADMINISTRATOR
               --------------------------------


                                       69


<PAGE> 74



The Plan Administrator is hereby vested with all powers and authority necessary
in order to carry out its duties and responsibilities in connection with the
administration of the Plan as herein provided, and is authorized to make such
rules and regulations as it may deem necessary to carry out the provisions of
the Plan and the Trust Agreement. The Plan Administrator may from time to time
appoint agents to perform such functions involved in the administration of the
Plan as it may deem advisable. The Plan Administrator shall have the
discretionary authority to determine any questions arising in the
administration, interpretation and application of the Plan, including any
questions submitted by the Trustee on a matter necessary for it to properly
discharge its duties; and the decision of the Plan Administrator shall be
conclusive and binding on all persons.

SECTION 9.9    DUTIES OF THE PLAN ADMINISTRATOR
               --------------------------------

The Plan Administrator shall keep on file a copy of the Plan and the Trust
Agreement(s), including any subsequent amendments, and all annual reports of the
Trustee(s), and such annual reports or registration statements as may be
required by the laws of the United States, or other jurisdiction, for
examination by Members in the Plan during reasonable business hours. Upon
request by any Member, the Plan Administrator shall furnish him with a statement
of his interest in the Plan as determined by the Plan Administrator as of the
close of the preceding Plan Year.

SECTION 9.10   ACTION BY THE PLAN ADMINISTRATOR
               --------------------------------

In the event that there shall at any time be two or more persons who constitute
the Plan Administrator, such persons shall act by concurrence of a majority
thereof.

SECTION 9.11   DISCRETIONARY ACTION
               --------------------

Wherever, under the provisions of this Plan, the Plan Administrator is given any
discretionary power or powers, such power or powers shall not be exercised in
such manner as to cause any discrimination prohibited by the Code in favor of or
against any Member, Employee or class of Employees. Any discretionary action
taken by the Plan Administrator hereunder shall be consistent with any prior
discretionary action taken by it under similar circumstances and to this end the
Plan Administrator shall keep a record of all discretionary action taken by it
under any provision hereof.

SECTION 9.12   COMPENSATION AND EXPENSES OF PLAN ADMINISTRATOR
               -----------------------------------------------


                                       70

<PAGE> 75



Employees of the Employer shall serve without compensation for services as Plan
Administrator, but all expenses of the Plan Administrator shall be paid by the
Employer or in accordance with Section 9.2. Such expenses shall include any
expenses incidental to the functioning of the Plan, including, but not limited
to, attorney's fees, accounting and clerical charges, and other costs of
administering the Plan. Non-Employee Plan Administrators shall receive such
compensation as the Employer shall determine.

SECTION 9.13   RELIANCE ON OTHERS
               ------------------

The Plan Administrator and the Employer shall be entitled to rely upon all
valuations, certificates and reports furnished by the Trustee(s), upon all
certificates and reports made by an accountant or actuary selected by the Plan
Administrator and approved by the Employer and upon all opinions given by any
legal counsel selected by the Plan Administrator and approved by the Employer,
and the Plan Administrator and the Employer shall be fully protected in respect
of any action taken or suffered by them in good faith in reliance upon such
Trustee(s), accountant, actuary or counsel and all action so taken or suffered
shall be conclusive upon each of them and upon all Members, retired Members, and
Former Members and their Beneficiaries, and all other persons.

SECTION 9.14   SELF INTEREST
               -------------

No person who is the Plan Administrator shall have any right to decide upon any
matter relating solely to himself or to any of his rights or benefits under the
Plan. Any such decision shall be made by another Plan Administrator or the
Employer.

SECTION 9.15   PERSONAL LIABILITY - INDEMNIFICATION
               ------------------------------------

The Plan Administrator shall not be personally liable by virtue of any
instrument executed by him or on his behalf. Neither the Plan Administrator, the
Employer, nor any of its officers or directors shall be personally liable for
any action or inaction with respect to any duty or responsibility imposed upon
such person by the terms of the Plan unless such action or inaction is
judicially determined to be a breach of that person's fiduciary responsibility
with respect to the Plan under any applicable law. The limitation contained in
the preceding sentence shall not, however, prevent or preclude a compromise
settlement of any controversy involving the Plan, the Plan Administrator, the
Employer, or any of its officers and directors. The Employer may advance money
in connection with questions of


                                       71

<PAGE> 76



liability prior to any final determination of a question of liability. Any
settlement made under this Article IX shall not be determinative of any breach
of fiduciary duty hereunder.

The Employer will indemnify every person who is or was a Plan Administrator,
officer or member of the Board or a person who provides services without
compensation to the Plan for any liability (including reasonable costs of
defense and settlement) arising by reason of any act or omission affecting the
Plan or affecting the Member or Beneficiaries thereof, including, without
limitation, any damages, civil penalty or excise tax imposed pursuant to ERISA;
provided (1) that the act or omission shall have occurred in the course of the
person's service as Plan Administrator, officer of the Employer or member of the
Board or was within the scope of the Employment of any Employee of the Employer
or in connection with a service provided without compensation to the Plan, (2)
that the act or omission be in good faith as determined by the Employer, whose
determination, made in good faith and not arbitrarily or capriciously, shall be
conclusive, and (3) that the Employer's obligation hereunder shall be offset to
the extent of any otherwise applicable insurance coverage, under a policy
maintained by the Employer, or any other person, or other source of
indemnification.

SECTION 9.16   INSURANCE
               ---------

The Plan Administrator shall have the right to purchase such insurance as it
deems necessary to protect the Plan and the Trustee from loss due to any breach
of fiduciary responsibility by any person. Any premiums due on such insurance
may be paid from Plan assets provided that, if such premiums are so paid, such
policy of insurance must permit recourse by the insurer against the person who
breaches his fiduciary responsibility. Nothing in this Article IX shall prevent
the Plan Administrator or the Employer, at its, or his, own expense, from
providing insurance to any person to cover potential liability of that person as
a result of a breach of fiduciary responsibility, nor shall any provisions of
the Plan preclude the Employer from purchasing from any insurance company the
right of recourse under any policy by such insurance company.

SECTION 9.17   CLAIMS PROCEDURES
               -----------------

Claims for benefits under the Plan shall be filed with the Plan Administrator on
forms supplied by the Employer. Written notice of the disposition of a claim
shall be furnished to the claimant within 90 days after the application thereof
is filed unless special circumstances require an extension of time for
processing the claim. If such an extension

                                       72

<PAGE> 77



of time is required, written notice of the extension shall be furnished to the
claimant prior to the termination of said 90-day period, and such notice shall
indicate the special circumstances which make the postponement appropriate.

SECTION 9.18   CLAIMS REVIEW PROCEDURES
               ------------------------

In the event a claim is denied, the reasons for the denial shall be specifically
set forth in the notice described in this Section 9.18 in language calculated to
be understood by the claimant. Pertinent provisions of the Plan shall be cited,
and, where appropriate, an explanation as to how the claimant can request
further consideration and review of the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedures. Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Plan Administrator pursuant to
Section 9.17 shall be entitled to request the Plan Administrator to give further
consideration to his claim by filing with the Plan Administrator (on a form
which may be obtained from the Plan Administrator) a request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes his claim should be allowed, shall be filed with the Plan Administrator
no later than 60 days after receipt of the written notification provided for in
Section 9.17. The Plan Administrator shall then conduct a hearing within the
next 60 days, at which the claimant may be represented by an attorney or any
other representative of his choosing and at which the claimant shall have an
opportunity to submit written and oral evidence and arguments in support of his
claim. At the hearing (or prior thereto upon 5 business days' written notice to
the Plan Administrator), the claimant or his representative shall have an
opportunity to review all documents in the possession of the Plan Administrator
which are pertinent to the claim at issue and its disallowance. A final
disposition of the claim shall be made by the Plan Administrator within 60 days
of receipt of the appeal unless there has been an extension of 60 days and shall
be communicated in writing to the claimant. Such communication shall be written
in a manner calculated to be understood by the claimant and shall include
specific reasons for the disposition and specific references to the pertinent
Plan provisions on which the disposition is based. For all purposes under the
Plan, such decision on claims (where no review is requested) and decision on
review (where review is requested) shall be final, binding and conclusive on all
interested persons as to participation and benefits eligibility, the amount of
benefits and as to any other matter of fact or interpretation relating to the
Plan.

                                    ARTICLE X


                                       73


<PAGE> 78


                            MISCELLANEOUS PROVISIONS

SECTION 10.1   GENERAL LIMITATIONS
               -------------------

(A)     In order that the Plan be maintained as a qualified plan and trust under
        the Code, contributions in respect of a Member shall be subject to the
        limitations set forth in this Section, notwithstanding any other
        provision of the Plan. The contributions in respect of a Member to which
        this Section is applicable are his own contributions and/or deferrals
        and the Employer's contributions.

        For purposes of this Section 10.1, a Member's contributions shall be
        determined without regard to any rollover contributions as provided in
        Section 402(a)(5) of the Code.

(B)     Limitations on Allocations
        --------------------------

        (1) If the Member does not participate in, and has never participated in
        another qualified plan maintained by the Employer or a welfare benefit
        fund, as defined in Plan 419(e) of the Code maintained by the Employer,
        or an individual medical account, as defined in Plan 415(l)(2) of the
        Code, maintained by the employer, or a simplified employee pension, as
        defined in Plan 408(k) of the Code, maintained by the Employer, which
        provides an annual addition as defined in paragraph 13, the amount of
        annual additions which may be credited to the Member'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
        Member'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.

        (2) Prior to determining the Member's actual compensation for the
        limitation year, the Employer may determine the maximum permissible
        amount for a Member on the basis of a reasonable estimation of the
        Member's compensation for the limitation year, uniformly determined for
        all Members similarly situated.


                                       74

<PAGE> 79



        (3) As soon as is administratively feasible after the end of the
        limitation year, the maximum permissible amount for the limitation year
        will be determined on the basis of the Member's actual compensation for
        the limitation year.

        (4) If pursuant to paragraph 3 above or as a result of the allocation of
        forfeitures, there is an excess amount the excess will be disposed of as
        follows:

                  (a)   Any nondeductible voluntary employee contributions (plus
                        attributable earnings), to the extent they would reduce
                        the excess amount, will be returned to the Member;

                  (b)   If after the application of paragraph (a) an excess
                        amount still exists, any elective deferrals (plus
                        attributable earnings), to the extent they would reduce
                        the excess amount, will be distributed to the Member;

                  (c)   If after the application of paragraph (b) an excess
                        amount still exists, and the Member is covered by the
                        Plan at the end of the limitation year, the excess
                        amount in the Member's account will be used to reduce
                        employer contributions (including any allocation of
                        forfeitures) for such Member in the next limitation
                        year, and each succeeding limitation year if necessary.

                  (d)   If after the application of paragraph (b) an excess
                        amount still exists, and the Member is not covered by
                        the Plan at the end of a limitation year, the excess
                        amount will be held unallocated in a suspense account.
                        The suspense account will be applied to reduce future
                        employer contributions for all remaining Members in the
                        next limitation year, and each succeeding limitation
                        year if necessary.

                  (e)   If a suspense account is in existence at any time during
                        a limitation year pursuant to this paragraph 4, 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


                                       75

<PAGE> 80



                        in the suspense account must be allocated and
                        reallocated to Members' accounts before any employer or
                        any employee contributions may be made to the Plan for
                        that limitation year. Excess amounts may not be
                        distributed to Members or former Members.

        (5) This paragraph applies if, in addition to this Plan, the Member is
        covered under another qualified master or prototype defined contribution
        plan maintained by the Employer, a welfare benefit fund maintained by
        the Employer, an individual medical account maintained by the Employer,
        or a simplified employee pension maintained by the Employer, that
        provides an annual addition as defined in paragraph 13, during any
        limitation year. The annual additions which may be credited to a
        Member's account under this Plan for any such limitation year will not
        exceed the maximum permissible amount reduced by the annual additions
        credited to a Member's account under the other qualified master and
        prototype defined contribution plans, welfare benefit funds, individual
        medical accounts, and simplified employee pensions for the same
        limitation year. If the annual additions with respect to the Member
        under other qualified master and prototype defined contribution plans,
        welfare benefit funds, individual medical accounts, and simplified
        employee pensions maintained by the Employer are less than the maximum
        permissible amount and the employer contribution that would otherwise be
        contributed or allocated to the Member'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 Member under such other qualified master and
        prototype defined contribution plans, welfare benefit funds, individual
        medical accounts, and simplified employee pensions in the aggregate are
        equal to or greater than the maximum permissible amount, no amount will
        be contributed or allocated to the Member's account under this Plan for
        the limitation year.

        (6) Prior to determining the Member's actual compensation for the
        limitation year, the Employer may determine the maximum permissible
        amount for a Member in the manner described in paragraph 2.


                                       76

<PAGE> 81



        (7) 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 Member's actual compensation for
        the limitation year.

        (8) If, pursuant to paragraph 7 or as a result of the allocation of
        forfeitures, a Member'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 will be deemed to have been allocated first, followed by annual
        additions to a welfare benefit fund or individual medical account,
        regardless of the actual allocation date.

        (9) If an excess amount was allocated to a Member 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 (i) the annual additions allocated to the
                        Member for the limitation year as of such date under
                        this Plan to (ii) the total annual additions allocated
                        to the Member for the limitation year as of such date
                        under this and all the other qualified master or
                        prototype defined contribution plans.

        (10) Any excess amount attributed to this Plan will be disposed in the
        manner described in paragraph 4.

        (11) If the Member is covered under another qualified defined
        contribution plan maintained by the employer which is not a master or
        prototype plan, annual additions which may be credited to the Member's
        account under this Plan for any limitation year will be limited in
        accordance with paragraphs 5 through 10 as though the other plan were a
        master or prototype plan.

        (12) If the employer maintains, or at any time maintained, a qualified
        defined benefit plan covering any Member in this Plan, the sum of the
        Member's defined benefit plan fraction and defined contribution plan
        fraction will not exceed 1.0 in any limitation year. The annual
        additions which may be credited to the Member's account under this Plan
        for any limitation year will be limited in


                                       77

<PAGE> 82


        accordance with the adoption agreement. This paragraph 12 does not apply
        for limitation years beginning on or after January 1, 2000.

        (13) Definitions - Annual additions: The sum of the following amounts
        credited to a Member's account for the limitation year:

                        (a)   employer contributions;

                        (b)   employee contributions;

                        (c)   forfeitures;

                        (d)   amounts allocated, after March 31, 1984, to an
                              individual medical account, as defined in Plan
                              415(l)(2) of the Code, which is part of a pension
                              or annuity plan maintained by the employer are
                              treated as annual additions to a defined
                              contribution plan. Also amounts derived from
                              contributions paid or accrued after December 31,
                              1985, in taxable years ending after such date,
                              which are attributable to post-retirement medical
                              benefits, allocated to the separate account of a
                              key employee, as defined in Plan 419A(d)(3) of the
                              Code, under a welfare benefit fund, as defined in
                              Plan 419(e) of the Code, maintained by the
                              employer are treated as annual additions to a
                              defined contribution plan; and

                        (e)   allocations under a simplified employee pension.
                              For this purpose, any excess amount applied under
                              paragraphs 4 or 10 in the limitation year to
                              reduce employer contributions will be considered
                              annual additions for such limitation year.

                              Compensation will mean compensation as required to
                              be reported under Plans 6041, 6051, and 6052 of
                              the Code (Wages, tips and other compensation as
                              reported on Form W-2). Compensation is defined as

                                       78


<PAGE> 83


                              wages within the meaning of Plan 3401(a) and all
                              other payments of compensation to an employee by
                              the employer (in the course of the employer's
                              trade or business) for which the employer is
                              required to furnish the employee a written
                              statement under Plans 6041(d), 6051(a)(3), and
                              6052. Compensation must be determined without
                              regard to any rules under Plan 3401(a) that limit
                              the remuneration included in wages based on the
                              nature or location of the employment or the
                              services performed (such as the exception for
                              agricultural labor in Plan 3401(a)(2)).

                              For any self-employed individual, compensation
                              will mean earned income. For limitation years
                              beginning after December 31, 1991, for purposes of
                              applying the limitations of this article,
                              compensation for a limitation year is the
                              compensation actually paid or made available in
                              gross income during such limitation year.
                              Notwithstanding the preceding sentence,
                              compensation for a Member in a defined
                              contribution plan who is permanently and totally
                              disabled (as defined in Section 22(e)(3) of the
                              Internal Revenue Code) is the compensation such
                              Member would have received for the limitation year
                              if the Member had been paid at the rate of
                              compensation paid immediately before becoming
                              permanently and totally disabled; for limitation
                              years beginning before January 1, 1997, such
                              imputed compensation for the disabled Member may
                              be taken into account only if the Member is not a
                              Highly Compensated Employee and contributions made
                              on behalf of such Member are nonforfeitable when
                              made. For limitation years beginning after
                              December 31, 1997, for purposes of applying the
                              limitations of this article, compensation paid or
                              made available during such limitation year shall
                              include any elective deferral (as defined in Code
                              Plan 402(g)(3)), and any amount which is
                              contributed or deferred by the employer at the
                              election of the employee and which is not
                              includable in the gross income of the employee by
                              reason of Plan 125 or 457.

        (14) Defined benefit fraction: A fraction, the numerator of which is the
        sum of the Member'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 Plans 415(b) and (d)
        of the Code or 140 percent of the highest average compensation,
        including any adjustments under Plan



                                       79


<PAGE> 84



        415(b) of the Code. Notwithstanding the above, if the Member was a
        Member as of the first day of the first limitation year beginning after
        December 31, 1986, in one or more defined benefit plans maintained by
        the employer which were in existence on May 6, 1986, the denominator of
        this fraction will not be less than 125 percent of the sum of the annual
        benefits under such plans which the Member had accrued as of the close
        of the last limitation year beginning before January 1, 1987,
        disregarding any changes in the terms and conditions of the Plan after
        May 5, 1986. The preceding sentence applies only if the defined benefit
        plans individually and in the aggregate satisfied the requirements of
        Plan 415 for all limitation years beginning before January 1, 1987.

        (15) Defined contribution dollar limitation: $30,000, as adjusted under
        Plan 415(d).

        (16) Defined contribution fraction: A fraction, the numerator of which
        is the sum of the annual additions to the Member'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 Member'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, individual medical accounts, and simplified
        employee pensions, maintained by the employer), and the denominator of
        which is the sum of the maximum aggregate amounts for the current and
        all prior limitation years of service with the employer (regardless of
        whether a defined contribution plan was maintained by the employer). The
        maximum aggregate amount in any limitation year is the lesser of 125
        percent of the dollar limitation determined under Plans 415(b) and (d)
        of the Code in effect under Plan 415(c)(l)(A) of the Code or 35 percent
        of the Member's compensation for such year. If the employee was a Member
        as of the end of the first day of the first limitation year beginning
        after December 31, 1986, in one or more defined contribution plans
        maintained by the employer which were in existence on May 6, 1986, the
        numerator of 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)


                                       80

<PAGE> 85



        the excess of the sum of the fractions over 1.0 times (2) the
        denominator of this fraction, will be permanently subtracted from the
        numerator of this fraction. The adjustment is calculated using the
        fractions as they would be computed as of the end of the last limitation
        year beginning before January 1, 1987, and disregarding any changes in
        the terms and conditions of the Plan made after May 5, 1986, but using
        the Plan 415 limitation applicable to the first limitation year
        beginning on or after January 1, 1987. The annual addition for any
        limitation year beginning before January 1, 1987, shall not be
        recomputed to treat all employee contributions as annual additions.

        (17) For purposes of this Section, Employer shall mean the employer that
        adopts this Plan, and all members of a controlled group of corporations
        (as defined in Plan 414(b) of the Code as modified by Plan 415(h)), all
        commonly controlled trades or businesses (as defined in Plan 414(c) as
        modified by Plan 415(h)) or affiliated service groups (as defined in
        Plan 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 Plan 414(o) of the Code.

        (18) Excess amount: The excess of the Member's annual additions for the
        limitation year over the maximum permissible amount.

        (19) Highest average compensation: The average compensation for the
        three consecutive years of service with the employer that produces the
        highest average.

        (20) Limitation year: The limitation year as specified by the Employer
        in the Adoption Agreement. All qualified plans maintained by the
        employer must use the same limitation year. If the limitation year is
        amended to a different 12- consecutive month period, the new limitation
        year must begin on a date within the limitation year in which the
        amendment is made.

        (21) Master or prototype plan: A plan the form of which is the subject
        of a favorable opinion letter from the Internal Revenue Service.

        (22) Maximum permissible amount: The maximum annual addition that may be
        contributed or allocated to a Member's account under the Plan for any
        limitation year shall not exceed the lesser of:

                  (a)   the defined contribution dollar limitation, or


                                       81

<PAGE> 86


                  (b)   25 percent of the Member'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 Plan 401(h) or Plan
                        419A(f)(2) of the Code) which is otherwise treated as an
                        annual addition under Plan 415(l)(1) or 419A(d)(2) of
                        the Code. 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
                         ---------------------------------------------

                                             12

        (23) Projected Annual Benefit: The annual retirement benefit (adjusted
        to an actuarially equivalent straight life annuity if such benefit is
        expressed in a form other than a straight life annuity or qualified
        joint and survivor annuity) to which the Member would be entitled under
        the terms of the Plan assuming:

              (a) the Member will continue employment until normal retirement
              age under the Plan (or current age, if later), and

              (b) the Member'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.

(C)     Membership in the Plan shall not give any Employee the right to be
        retained in the Employment of the Employer and shall not affect the
        right of the Employer to discharge any Employee.

(D)     Each Member, Spouse and Beneficiary assumes all risk in connection with
        any decrease in the market value of the assets of the Trust Fund.
        Neither the Employer nor the Trustee guarantees that upon withdrawal,
        the value of a Member's Account will be equal to or greater than the
        amount of the Member's own deferrals or contributions, or those credited
        on his behalf in which the Member has a vested interest, under the Plan.

                                       82

<PAGE> 87



(E)     The establishment, maintenance or crediting of a Member's Account
        pursuant to the Plan shall not vest in such Member any right, title or
        interest in the Trust Fund except at the times and upon the terms and
        conditions and to the extent expressly set forth in the Plan and the
        Trust Agreement.

(F)     The Trust Fund shall be the sole source of payments under the Plan and
        the Employer, Plan Administrator and TPA assume no liability or
        responsibility for such payments, and each Member, Spouse or Beneficiary
        who shall claim the right to any payment under the Plan shall be
        entitled to look only to the Trust Fund for such payment.

SECTION 10.2   TOP HEAVY PROVISIONS
               --------------------

The Plan will be considered a Top Heavy Plan for any Plan Year if it is
determined to be a Top Heavy Plan as of the last day of the preceding Plan Year.
The provisions of this Section 10.2 shall apply and supersede all other
provisions in the Plan during each Plan Year with respect to which the Plan is
determined to be a Top Heavy Plan.

(A) For purposes of this Section 10.2, the following terms shall have the
    meanings set forth below:

        (1)   "AFFILIATE" shall mean any entity affiliated with the Employer
              within the meaning of Section 414(b), 414(c) or 414(m) of the
              Code, or pursuant to the IRS Regulations under Section 414(o) of
              the Code, except that for purposes of applying the provisions
              hereof with respect to the limitation on contributions, Section
              415(h) of the Code shall apply.

        (2)   "AGGREGATION GROUP" shall mean the group composed of each
              qualified retirement plan of the Employer or an Affiliate in which
              a Key Employee is a member and each other qualified retirement
              plan of the Employer or an Affiliate which enables a plan of the
              Employer or an Affiliate in which a Key Employee is a member to
              satisfy Sections 401(a)(4) or 410 of the Code. In addition, the
              TPA, at the direction of the Plan Administrator, may choose to
              treat any other qualified retirement plan as a member of the
              Aggregation Group if such Aggregation Group will continue to
              satisfy Sections 401(a)(4) and 410 of the Code with such plan
              being taken into account.

                                       83

<PAGE> 88



        (3)   "KEY EMPLOYEE" shall mean a "Key Employee" as defined in Sections
              416(i)(1) and (5) of the Code and the IRS Regulations thereunder.
              For purposes of Section 416 of the Code and for purposes of
              determining who is a Key Employee, an Employer which is not a
              corporation may have "officers" only for Plan Years beginning
              after December 31, 1985. For purposes of determining who is a Key
              Employee pursuant to this Subparagraph (3), compensation shall
              have the meaning prescribed in Section 414(s) of the Code, or to
              the extent required by the Code or the IRS Regulations, Section
              1.415-2(d) of the IRS Regulations.

        (4)   "NON-KEY EMPLOYEE" shall mean a "Non-Key Employee" as defined in
              Section 416(i)(2) of the Code and the IRS Regulations thereunder.

        (5)   "TOP HEAVY PLAN" shall mean a "Top Heavy Plan" as defined in
              Section 416(g) of the Code and the IRS Regulations thereunder.

(B)     Subject to the provisions of Paragraph (D) below, for each Plan Year
        that the Plan is a Top Heavy Plan, the Employer's contribution
        (including contributions attributable to salary reduction or similar
        arrangements) allocable to each Employee (or to all eligible employees
        other than Key Employees at the election of the Employer) who has
        satisfied the eligibility requirement(s) of Article II, Section 2, and
        who is in service at the end of the Plan Year, shall not be less than
        the lesser of (i) 3% of such eligible Employee's compensation (as
        defined in Section 414(s) of the Code or to the extent required by the
        Code or the IRS Regulations, Section 1.415-2(d) of the Regulations), or
        (ii) the percentage at which Employer contributions for such Plan Year
        are made and allocated on behalf of the Key Employee for whom such
        percentage is the highest. For the purpose of determining the
        appropriate percentage under clause (ii), all defined contribution plans
        required to be included in an Aggregation Group shall be treated as one
        plan. Clause (ii) shall not apply if the Plan is required to be included
        in an Aggregation Group which enables a defined benefit plan also
        required to be included in said Aggregation Group to satisfy Sections
        401(a)(4) or 410 of the Code.

(C)     If the Plan is a Top Heavy Plan for any Plan Year and (i) the Employer
        has elected a vesting schedule under Article VI for an employer
        contribution type which does not satisfy the minimum Top Heavy vesting
        requirements or (ii) if the Employer has not elected a vesting schedule
        for an employer contribution type, the vested interest of each Member,
        who is credited with at least one Hour of Employment on or after the
        Plan becomes a Top Heavy Plan, for each employer contribution type in
        his Account described

                                       84

<PAGE> 89



        in clause (i) or (ii) above, shall not be less than the percentage
        determined in accordance with the following schedule:


                  Completed Years of                    Vested
                        Employment                    Percentage
                  -------------------                 ----------
                   Less than 2                            0%
                   2 but less than 3                     20%
                   3 but less than 4                     40%
                   4 but less than 5                     60%
                   5 but less than 6                     80%
                   6 or more                            100%

        Notwithstanding the schedule provided above, if the Plan is a Top Heavy
        Plan for any Plan Year and if an Employer has elected a cliff vesting
        schedule for an employer contribution type described in clause (i) or
        (ii) above, the vested interest of each Member, who is credited with at
        least one Hour of Employment on or after the Plan becomes a Top Heavy
        Plan, for such employer contribution type in his Account, shall not be
        less than the percentage determined in accordance with the following
        schedule:

                    Completed Years of                 Vested
                        Employment                   Percentage
                   --------------------              ----------
                        Less than 3                      0%
                        3 or more                      100%

        In the event that an Employer elects, in its Adoption Agreement, to use
        the hour of service method for determining vesting service, Year of
        Service shall be substituted for Year of Employment for determining
        vesting under this Article X.

(D)     The TPA shall, to the maximum extent permitted by the Code and in
        accordance with the IRS Regulations, apply the provisions of this
        Section 10.2 by taking into


                                       85

<PAGE> 90


        account the benefits payable and the contributions made under any other
        qualified plan maintained by the Employer, to prevent inappropriate
        omissions or required duplication of minimum contributions.

SECTION 10.3   INFORMATION AND COMMUNICATIONS
               ------------------------------

Each Employer, Member, Spouse and Beneficiary shall be required to furnish the
TPA with such information and data as may be considered necessary by the TPA.
All notices, instructions and other communications with respect to the Plan
shall be in such form as is prescribed from time to time by the TPA, shall be
mailed by first class mail or delivered personally, and shall be deemed to have
been duly given and delivered only upon actual receipt thereof by the TPA. All
information and data submitted by an Employer or a Member, including a Member's
birth date, marital status, salary and circumstances of his Employment and
termination thereof, may be accepted and relied upon by the TPA. All
communications from the Employer or the Trustee to a Member, Spouse or
Beneficiary shall be deemed to have been duly given if mailed by first class
mail to the address of such person as last shown on the records of the Plan.

SECTION 10.4   SMALL ACCOUNT BALANCES
               ----------------------

Notwithstanding the foregoing provisions of the Plan, and except as provided in
Section 7.3, if the value of all portions of a Member's Account under the Plan,
when aggregated, is equal to or exceeds $500, then the Account will not be
distributed without the consent of the Member prior to age 65 (at the earliest),
but if the aggregate value of all portions of his Account is less than $500,
then his Account will be distributed as soon as practicable following the
termination of Employment by the Member.

SECTION 10.5   AMOUNTS PAYABLE TO INCOMPETENTS, MINORS OR ESTATES
               --------------------------------------------------

If the Plan Administrator shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due him or his estate
(unless a prior claim therefor has been made by a duly appointed legal
representative) may be paid to his Spouse, relative or any other person deemed
by the Plan Administrator to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Trust Fund therefor.


                                       86

<PAGE> 91



SECTION 10.6   NON-ALIENATION OF AMOUNTS PAYABLE
               ---------------------------------

Except insofar as may otherwise be required by applicable law, or Article VIII,
or pursuant to the terms of a Qualified Domestic Relations Order, no amount
payable under the Plan shall be subject in any manner to alienation by
anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge
or encumbrance of any kind, and any attempt to so alienate shall be void; nor
shall the Trust Fund in any manner be liable for or subject to the debts or
liabilities of any person entitled to any such amount payable; and further, if
for any reason any amount payable under the Plan would not devolve upon such
person entitled thereto, then the Employer, in its discretion, may terminate his
interest and hold or apply such amount for the benefit of such person or his
dependents as it may deem proper. For the purposes of the Plan, a "Qualified
Domestic Relations Order" means any judgment, decree or order (including
approval of a property settlement agreement) which has been determined by the
Plan Administrator, in accordance with procedures established under the Plan, to
constitute a Qualified Domestic Relations Order within the meaning of Section
414(p)(1) of the Code (or any domestic relations order entered before January 1,
1985). No amounts may be withdrawn under Article VII, and no loans granted under
Article VIII, if the TPA has received a document which may be determined
following its receipt to be a Qualified Domestic Relations Order prior to
completion of review of such order by the Plan Administrator within the time
period prescribed for such review by the IRS Regulations.

SECTION 10.7   UNCLAIMED AMOUNTS PAYABLE
               -------------------------

If the TPA cannot ascertain the whereabouts of any person to whom an amount is
payable under the Plan, and if, after 5 years from the date such payment is due,
a notice of such payment due is mailed to the address of such person, as last
shown on the records of the Plan, and within 3 months after such mailing such
person has not filed with the TPA or Plan Administrator written claim therefor,
the Plan Administrator may direct in accordance with ERISA that the payment
(including the amount allocable to the Member's contributions) be cancelled, and
used in abatement of the Plan's administrative expenses, provided that
appropriate provision is made for re-crediting the payment if such person
subsequently makes a claim therefor.


                                       87

<PAGE> 92



SECTION 10.8   LEAVES OF ABSENCE
               -----------------

(A)     If the Employer's personnel policies allow leaves of absence for all
        similarly situated Employees on a uniformly available basis under the
        circumstances described in Paragraphs (B)(1)-(4) below, then
        contribution allocations and vesting service will continue to the extent
        provided in Paragraphs (B)(1)-(4).

(B)     For purposes of the Plan, there are four types of approved Leaves of
        Absence:

        (1)   Nonmilitary leave granted to a Member for a period not in excess
              of one year during which service is recognized for vesting
              purposes and the Member is entitled to share in any supplemental
              contributions under Article III or forfeitures under Article VI,
              if any, on a pro-rata basis, determined by the Salary earned
              during the Plan Year or Contribution Determination Period; or

        (2)   Nonmilitary leave or layoff granted to a Member for a period not
              in excess of one year during which service is recognized for
              vesting purposes, but the Member is not entitled to share in any
              contributions or forfeitures as defined under (1) above, if any,
              during the period of the leave; or

        (3)   To the extent not otherwise required by applicable law, military
              or other governmental service leave granted to a Member from which
              he returns directly to the service of the Employer. Under this
              leave, a Member may not share in any contributions or forfeitures
              as defined under (1) above, if any, during the period of the
              leave, but vesting service will continue to accrue; or

        (4)   To the extent not otherwise required by applicable law, a military
              leave granted at the option of the Employer to a Member who is
              subject to military service pursuant to an involuntary call-up in
              the Reserves of the U.S. Armed Services from which he returns to
              the service of the Employer within 90 days of his discharge from
              such military service. Under this leave, a Member is entitled to
              share in any contributions or forfeitures as defined under (1)
              above, if any, and vesting service will continue to accrue.
              Notwithstanding any provision of the Plan to the contrary, if a
              Member has one or more loans outstanding at the time of this
              leave, repayments on such loan(s) may be suspended, if the Member
              so elects, until such time as the Member returns to the service of
              the Employer or the end of the leave, if earlier.


                                       88

<PAGE> 93



(C)     Notwithstanding any provision of this Plan to the contrary, effective
        December 12, 1994, contribution allocations and vesting service with
        respect to qualified military service will be provided in accordance
        with Section 414(u) of the Code. Loan repayments will be suspended under
        this Plan as permitted under Section 414(u)(4) of the Code during such
        period of qualified military service.

SECTION 10.9   RETURN OF CONTRIBUTIONS TO EMPLOYER
               -----------------------------------

(A)     In the case of a contribution that is made by an Employer by reason of a
        mistake of fact, the Employer may request the return to it of such
        contribution within one year after the payment of the contribution,
        provided such refund is made within one year after the payment of the
        contribution.

(B)     In the case of a contribution made by an Employer or a contribution
        otherwise deemed to be an Employer contribution under the Code, such
        contribution shall be conditioned upon the deductibility of the
        contribution by the Employer under Section 404 of the Code. To the
        extent the deduction for such contribution is disallowed, in accordance
        with IRS Regulations, the Employer may request the return to it of such
        contribution within one year after the disallowance of the deduction.

(C)     In the event that the IRS determines that the Plan is not initially
        qualified under the 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.

The contributions returned under (A), (B) or (C) above may not include any gains
on such excess contributions, but must be reduced by any losses.

SECTION 10.10  CONTROLLING LAW
               ---------------

The Plan and all rights thereunder shall be governed by and construed in
accordance with ERISA and the laws of the State of New York, without regard to
the principles of the conflicts of laws thereof.


                                       89

<PAGE> 94



                                   ARTICLE XI
                             AMENDMENT & TERMINATION

SECTION 11.1   GENERAL
               -------

While the Plan is intended to be permanent, the Plan may be amended or
terminated completely by the Employer at any time at the discretion of its Board
of Directors. Except where necessary to qualify the Plan or to maintain
qualification of the Plan, no amendment shall reduce any interest of a Member
existing prior to such amendment. Subject to the terms of the Adoption
Agreement, written notice of such amendment or termination as resolved by the
Board shall be given to the Trustee, the Plan Administrator and the TPA. Such
notice shall set forth the effective date of the amendment or termination or
cessation of contributions.

If the Employer's plan fails to attain or retain qualification, such plan will
no longer participate in this master/prototype plan and will be considered an
individually designed plan.

SECTION 11.2   TERMINATION OF PLAN AND TRUST
               -----------------------------

This Plan and any related Trust Agreement shall in any event terminate whenever
all property held by the Trustee shall have been distributed in accordance with
the terms hereof.

SECTION 11.3   LIQUIDATION OF TRUST ASSETS IN THE EVENT OF TERMINATION
               -------------------------------------------------------

In the event that the Employer's Board of Directors shall decide to terminate
the Plan, or, in the event of complete cessation of Employer contributions, the
rights of Members to the amounts standing to their credit in their Accounts
shall be deemed fully vested and the Plan Administrator shall direct the Trustee
to either continue the Trust in full force and effect and continue so much of
the Plan in full force and effect as is necessary to carry out the orderly
distribution of benefits to Members and their Beneficiaries upon retirement,
Disability, death or termination of Employment; or (a) reduce to cash such part
or all of the Plan assets as the Plan Administrator may deem appropriate; (b)
pay the liabilities, if any, of the Plan; (c) value the remaining assets of the
Plan as of the date of notification of termination and proportionately adjust
Members' Account balances; (d) distribute such assets in cash to the credit of
their


                                       90

<PAGE> 95



respective Accounts as of the notification of the termination date; and
(e) distribute all balances which have been segregated into a separate fund to
the persons entitled thereto; provided that no person in the event of
termination shall be required to accept distribution in any form other than
cash.

SECTION 11.4   PARTIAL TERMINATION
               -------------------

The Employer may terminate the Plan in part without causing a complete
termination of the Plan. In the event a partial termination occurs, the Plan
Administrator shall determine the portion of the Plan assets attributable to the
Members affected by such partial termination and the provisions of Section 11.3
shall apply with respect to such portion as if it were a separate fund.

SECTION 11.5   POWER TO AMEND
               --------------

(A)     Subject to Section 11.6, the Employer, through its Board of Directors,
        shall have the power to amend the Plan in any manner which it deems
        desirable, including, but not by way of limitation, the right to change
        or modify the method of allocation of contributions, to change any
        provision relating to the distribution of payment, or both, of any of
        the assets of the Trust Fund. Further, the Employer may (i) change the
        choice of options in the Adoption Agreement; (ii) add overriding
        language in the Adoption Agreement when such language is necessary to
        satisfy Section 415 or Section 416 of the Code because of the required
        aggregation of multiple plans; and (iii) add certain model amendments
        published by the IRS which specifically provide that their adoption will
        not cause the Plan to be treated as individually designed. An Employer
        that amends the Plan for any other reason, will be considered to have an
        individually designed plan.

        Any amendment shall become effective upon the vote of the Board of
        Directors of the Employer, unless such vote of the Board of Directors of
        the Employer specifies the effective date of the amendment.

        Such effective date of the amendment may be made retroactive to the vote
        of the Board of Directors, to the extent permitted by law.

(B)     The Employer expressly recognizes the authority of the Sponsor, Pentegra
        Services, Inc., to amend the Plan from time to time, except with respect
        to elections of the Employer in the Adoption Agreement, and the Employer
        shall be deemed to


                                       91

<PAGE> 96


        have consented to any such amendment. The Employer shall receive a
        written instrument indicating the amendment of the Plan and such
        amendment shall become effective as of the date of such instrument. No
        such amendment shall in any way impair, reduce or affect any Member's
        vested and nonforfeitable rights in the Plan and Trust.

SECTION 11.6   SOLELY FOR BENEFIT OF MEMBERS, TERMINATED MEMBERS AND THEIR
               -----------------------------------------------------------
               BENEFICIARIES
               -------------

No changes may be made in the Plan which shall vest in the Employer, directly or
indirectly, any interest, ownership or control in any of the present or future
assets of the Trust Fund.

No part of the funds of the Trust other than such part as may be required to pay
taxes, administration expenses and fees, shall be reduced by any amendment or be
otherwise used for or diverted to purposes other than the exclusive benefit of
Members, retired Members, Former Members, and their Beneficiaries, except as
otherwise provided in Section 10.9 and under applicable law.

No amendment shall become effective which reduces the nonforfeitable percentage
of benefit that would be payable to any Member if his Employment were to
terminate and no amendment which modifies the method of determining that
percentage shall be made effective with respect to any Member with at least
three Years of Service unless such member is permitted to elect, within a
reasonable period after the adoption of such amendment, to have that percentage
determined without regard to such amendment.

SECTION 11.7   SUCCESSOR TO BUSINESS OF THE EMPLOYER
               -------------------------------------

Unless this Plan and the related Trust Agreement be sooner terminated, a
successor to the business of the Employer by whatever form or manner resulting
may continue the Plan and the related Trust Agreement by executing appropriate
supplementary agreements and such successor shall thereupon succeed to all the
rights, powers and duties of the Employer hereunder. The Employment of any
Employee who has continued in the employ of such successor shall not be deemed
to have terminated or severed for any purpose hereunder if such supplemental
agreement so provides.

                                       92

<PAGE> 97



SECTION 11.8   MERGER, CONSOLIDATION AND TRANSFER
               ----------------------------------

The Plan shall not be merged or consolidated, in whole or in part, with any
other plan, nor shall any assets or liabilities of the Plan be transferred to
any other plan unless the benefit that would be payable to any affected Member
under such plan if it terminated immediately after the merger, consolidation or
transfer, is equal to or greater than the benefit that would be payable to the
affected Member under this Plan if it terminated immediately before the merger,
consolidation or transfer.

SECTION 11.9   REVOCABILITY
               ------------

This Plan is based upon the condition precedent that it shall be approved by the
Internal Revenue Service as qualified under Section 401(a) of the Code and
exempt from taxation under Section 501(a) of the Code. Accordingly,
notwithstanding anything herein to the contrary, if a final ruling shall be
received in writing from the IRS that the Plan does not initially qualify under
the terms of Sections 401(a) and 501(a) of the Code, there shall be no vesting
in any Member of assets contributed by the Employer and held by the Trustee
under the Plan. Upon receipt of notification from the IRS that the Plan fails to
qualify as aforesaid, the Employer reserves the right, at its option, to either
amend the Plan in such manner as may be necessary or advisable so that the Plan
may so qualify, or to withdraw and terminate the Plan.

Upon the event of withdrawal and termination, the Employer shall notify the
Trustee and provide the Trustee with a copy of such ruling and the Trustee shall
transfer, and in accordance with applicable law, pay over to the Employer (or,
as applicable and to the extent attributable to Member after-tax contributions,
401(k) deferrals or rollover amounts, to the Members) all of the net assets
under the Plan which remain after deducting the proper expense of termination
and the Trust Agreement shall thereupon terminate. For purposes of this Article
XI, "final ruling" shall mean either (1) the initial letter ruling from the
District Director in response to the Employer's original application for such a
ruling, or (2) if such letter ruling is unfavorable and a written appeal is
taken or protest filed within 60 days of the date of such letter ruling, it
shall mean the ruling received in response to such appeal or protest.

If the Plan is terminated, the Plan Administrator shall promptly notify the IRS
and such other appropriate governmental authority as applicable law may require.
Neither the Employer nor its Employees shall make any further contributions
under the Plan after


                                       93

<PAGE> 98



the termination date, except that the Employer shall remit to the TPA a
reasonable administrative fee to be determined by the TPA for each Member with a
balance in his Account to defray the cost of implementing its termination. Where
the Employer has terminated the Plan pursuant to this Article, the Employer may
elect to transfer assets from the Plan to a successor plan qualified under
Section 401(a) of the Code in which event the Employer shall remit to the TPA an
additional administrative fee to be determined by the TPA to defray the cost of
such transfer transaction.




                                       94


<PAGE> 99




                        TRUSTS ESTABLISHED UNDER THE PLAN


Assets of the Plan are held in trust under separate Trust Agreements with the
Trustee or Trustees. Any eligible Employee or Member may obtain a copy of these
Trust Agreements from the Plan Administrator.


IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the Plan by
the Employer, the Employer has caused these presents to be executed on its
behalf and its corporate seal to be hereunder affixed as of the ________ day of
_______________, 20___.


ATTEST:



                                        By
------------------------                    ---------------------------------
         Clerk

                                        Name
                                             --------------------------------

                                        Title
                                              -------------------------------





                                       96