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                                                                    EXHIBIT 4.1

                                BANK OF GRANITE
              EMPLOYEE'S PROFIT SHARING RETIREMENT PLAN AND TRUST


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                            ADOPTION AGREEMENT #005
                   NONSTANDARDIZED 401(k) PROFIT SHARING PLAN

         The undersigned, Bank of Granite ("Employer"), by executing this
Adoption Agreement, elects to establish a retirement plan and trust ("Plan")
under the Wachovia Bank, National Association (basic plan document # 01). The
Employer, subject to the Employer's Adoption Agreement elections, adopts fully
the Prototype Plan and Trust provisions. This Adoption Agreement, the basic
plan document and any attached appendices or addenda, constitute the Employer's
entire plan and trust document. All section references within this Adoption
Agreement are Adoption Agreement section references unless the Adoption
Agreement or the context indicate otherwise. All article references are basic
plan document and Adoption Agreement references as applicable. Numbers in
parenthesis which follow headings are references to basic plan document
sections. The Employer makes the following elections granted under the
corresponding provisions of the basic plan document.

                                   ARTICLE I
                                  DEFINITIONS

1.       PLAN (1.21). The name of the Plan as adopted by the Employer is Bank
of Granite Employee's Profit Sharing Retirement Plan and Trust.

2.       TRUSTEE (1.33). The Trustee executing this Adoption Agreement is:
(Choose one of (a), (b) or (c))

[ ]      (a)      A DISCRETIONARY TRUSTEE. See Plan Section 10.03[A].

[X]      (b)      A NONDISCRETIONARY TRUSTEE. See Plan Section 10.03[B].

[ ]      (c)      A TRUSTEE UNDER A SEPARATE TRUST AGREEMENT. See Plan Section
         10.03[G].

3.       EMPLOYEE (1.11). The following Employees are not eligible to
participate in the Plan: (Choose (a) or one or more of (b) through (g) as
applicable)

[X]      (a)      NO EXCLUSIONS.

[ ]      (b)      COLLECTIVE BARGAINING EMPLOYEES.

[ ]      (c)      NONRESIDENT ALIENS.

[ ]      (d)      LEASED EMPLOYEES.

[ ]      (e)      RECLASSIFIED EMPLOYEES.

[ ]      (f)      CLASSIFICATIONS: _________.

[ ]      (g)      EXCLUSIONS BY TYPES OF CONTRIBUTIONS. The following
         classification(s) of Employees are not eligible for the specified
         contributions:

                           EMPLOYEE CLASSIFICATION: _________
                           CONTRIBUTION TYPE: _________

4.       COMPENSATION (1.07). The Employer makes the following election(s)
regarding the definition of Compensation for purposes of the contribution
allocation formula under Article III: (Choose one of (a), (b) or (c))

[X]      (a)      W-2 WAGES INCREASED BY ELECTIVE CONTRIBUTIONS.

[ ]      (b)      CODE SS.3401(a) FEDERAL INCOME TAX WITHHOLDING WAGES
         INCREASED BY ELECTIVE CONTRIBUTIONS.

[ ]      (c)      415 COMPENSATION.


                                       1
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[Note: Each of the Compensation definitions in (a), (b) and (c) includes
Elective Contributions. See Plan Section 1.07(D). To exclude Elective
Contributions, the Employer must elect (g).]

COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which an Employee first
becomes a Participant, the Plan Administrator will determine the allocation of
Employer contributions (excluding deferral contributions) by taking into
account: (Choose one of (d) or (e))

[ ]      (d)      PLAN YEAR. The Employee's Compensation for the entire Plan
         Year.

[X]      (e)      COMPENSATION WHILE A PARTICIPANT. The Employee's Compensation
         only for the portion of the Plan Year in which the Employee actually is
         a Participant.

MODIFICATIONS TO COMPENSATION DEFINITION. The Employer elects to modify the
Compensation definition elected in (a), (b) or (c) as follows. (Choose one or
more of (f) through (n) as applicable. If the Employer elects to allocate its
nonelective contribution under Plan Section 3.04 using permitted disparity,
(i), (j), (k) and (l) do not apply):

[ ]      (f)      FRINGE BENEFITS. The Plan excludes all reimbursements or
         other expense allowances, fringe benefits (cash and noncash), moving
         expenses, deferred compensation and welfare benefits.

[ ]      (g)      ELECTIVE CONTRIBUTIONS. The Plan excludes a Participant's
         Elective Contributions. See Plan Section 1.07(D).

[ ]      (h)      EXCLUSION. The Plan excludes Compensation in excess of:
         _____________.

[ ]      (i)      BONUSES. The Plan excludes bonuses.

[ ]      (j)      OVERTIME. The Plan excludes overtime.

[ ]      (k)      COMMISSIONS. The Plan excludes commissions.

[ ]      (l)      NONELECTIVE CONTRIBUTIONS. The following modifications apply
         to the definition of Compensation for nonelective contributions:
         _____________.

[ ]      (m)      DEFERRAL CONTRIBUTIONS. The following modifications apply to
         the definition of Compensation for deferral contributions:
         _____________.

[ ]      (n)      MATCHING CONTRIBUTIONS. The following modifications apply to
         the definition of Compensation for matching contributions: ___________.

5.       PLAN YEAR/LIMITATION YEAR (1.24). Plan Year and Limitation Year mean
the 12-consecutive month period (except for a short Plan Year) ending every:
(Choose (a) or (b). Choose (c) if applicable)

[X]      (a)      DECEMBER 31.

[ ]      (b)      OTHER: _____________.

[ ]      (c)      SHORT PLAN YEAR: commencing on: _____________  and ending
         on: _____________.

6.       EFFECTIVE DATE (1.10). The Employer's adoption of the Plan is a:
(Choose one of (a) or (b))

[ ]      (a)      NEW PLAN. The Effective Date of the Plan is: _____________.

[X]      (b)      RESTATED PLAN. The restated Effective Date is: January 1,
         1997.

         This Plan is an amendment and restatement of an existing retirement
         plan(s) originally established effective as of: August 1, 1955.

7.       HOUR OF SERVICE/ELAPSED TIME METHOD (1.15). The crediting method for
Hours of Service is: (Choose one or more of (a) through (d) as applicable)

[X]      (a)      ACTUAL METHOD. See Plan Section 1.15(B).


                                       2
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[ ]      (b)      EQUIVALENCY METHOD. The Equivalency Method is: _____________.
         [Note: Insert "daily," "weekly," "semi-monthly payroll periods" or
         "monthly."] See Plan Section 1.15(C).

[ ]      (c)      COMBINATION METHOD. In lieu of the Equivalency Method
         specified in (b), the Actual Method applies for purposes of:
         _____________.

[ ]      (d)      ELAPSED TIME METHOD. In lieu of crediting Hours of Service,
         the Elapsed Time Method applies for purposes of crediting Service for:
         (Choose one or more of (1), (2) or (3) as applicable)

         [ ]      (1)      Eligibility under Article II.

         [ ]      (2)      Vesting under Article V.

         [ ]      (3)      Contribution allocations under Article III.

8.       PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor
service the Plan must credit by reason of Section 1.30 of the Plan, the Plan
credits as Service under this Plan, service with the following predecessor
employer(s): N/A.

[Note: If the Plan does not credit any additional predecessor service under
this Section 1.30, insert "N/A" in the blank line. The Employer also may elect
to credit predecessor service with specified Participating Employers only. See
the Participation Agreement.] Service with the designated predecessor
employer(s) applies: (Choose one or more of (a) through (d) as applicable)

[ ]      (a)      ELIGIBILITY. For eligibility under Article II. See Plan
         Section 1.30 for time of Plan entry.

[ ]      (b)      VESTING. For vesting under Article V.

[ ]      (c)      CONTRIBUTION ALLOCATION. For contribution allocations under
         Article III.

[ ]      (d)      EXCEPTIONS. Except for the following Service: _____________.

                                   ARTICLE II
                            ELIGIBILITY REQUIREMENTS

9.       ELIGIBILITY (2.01).

ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose one or more of (a)
through (e) as applicable) [Note: If the Employer does not elect (c), the
Employer's elections under (a) and (b) apply to all types of contributions. The
Employer as to deferral contributions may not elect (b)(2) and may not elect
more than 12 months in (b)(4) and (b)(5).]

[X]      (a)      AGE. Attainment of age 18 (not to exceed age 21).

[X]      (b)      SERVICE. Service requirement. (Choose one of (1) through (5))

         [ ]      (1)      One Year of Service.

         [ ]      (2)      Two Years of Service, without an intervening Break in
                  Service. See Plan Section 2.03(A).

         [X]      (3)      One Hour of Service (immediate completion of Service
                  requirement). The Employee satisfies the Service requirement
                  on his/her Employment Commencement Date.

         [ ]      (4)      ______ months (not exceeding 24).

         [ ]      (5)      An Employee must complete _______ Hours of Service
                  within the _______ time period following the Employee's
                  Employment Commencement Date. If an Employee does not complete
                  the stated Hours of Service during the specified time period
                  (if any), the Employee is subject to the One Year of Service
                  requirement. [Note: The number of hours may not exceed 1,000
                  and the time period may not exceed 24 months. If the Plan does
                  not require the Employee to satisfy the Hours of Service
                  requirement within a specified time period, insert "N/A" in
                  the second blank line.]


                                       3
<PAGE>

[ ]      (c)      ALTERNATIVE 401(k)/401(m) ELIGIBILITY CONDITIONS. In lieu of
         the elections in (a) and (b), the Employer elects the following
         eligibility conditions for the following types of contributions:
         (Choose (1) or (2) or both if the Employer wishes to impose less
         restrictive eligibility conditions for deferral/Employee contributions
         or for matching contributions)

         (1)      [ ]      DEFERRAL/EMPLOYEE CONTRIBUTIONS: (Choose one of a.
                           through d. Choose e. if applicable)

         a.       [ ]      One Year of Service

         b.       [ ]      One Hour of Service (immediate completion of Service
                           requirement)

         c.       [ ]      ______ months (not exceeding 12)

         d.       [ ]      An Employee must complete _____________ Hours of
                           Service within the _____________ time period
                           following an Employee's Employment Commencement
                           Date. If an Employee does not complete the stated
                           Hours of Service during the specified time period
                           (if any), the Employee is subject to the One Year of
                           Service requirement. [Note: The number of hours may
                           not exceed 1,000 and the time period may not exceed
                           12 months. If the Plan does not require the Employee
                           to satisfy the Hours of Service requirement within a
                           specified time period, insert "N/A" in the second
                           blank line.]

         e.       [ ]      Age _____________ (not exceeding age 21)

         (2)      [ ]      MATCHING CONTRIBUTIONS: (Choose one of f. through i.
                           Choose j. if applicable)

         f.       [ ]      One Year of Service

         g.       [ ]      One Hour of Service (immediate completion of Service
                           requirement)

         h.       [ ]      ______ months (not exceeding 24)

         i.       [ ]      An Employee must complete _____________ Hours of
                           Service within the _____________ time period
                           following an Employee's Employment Commencement
                           Date. If an Employee does not complete the stated
                           Hours of Service during the specified time period
                           (if any), the Employee is subject to the One Year of
                           Service requirement. [Note: The number of hours may
                           not exceed 1,000 and the time period may not exceed
                           24 months. If the Plan does not require the Employee
                           to satisfy the Hours of Service requirement within a
                           specified time period, insert "N/A" in the second
                           blank line.]

         j.       [ ]      Age _____________ (not exceeding age 21)

[ ]      (d)      SERVICE REQUIREMENTS: _____________.
         [Note: Any Service requirement the Employer elects in (d) must be
         available under other Adoption Agreement elections or a combination
         thereof.]

[ ]      (e)      DUAL ELIGIBILITY. The eligibility conditions of this Section
         2.01 apply solely to an Employee employed by the Employer after
         _____________. If the Employee was employed by the Employer by the
         specified date, the Employee will become a Participant on the latest
         of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the
         Employee's Employment Commencement Date; or (iv) on the date the
         Employee attains age _____________. (not exceeding age 21).

PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (Choose one of
(f) through (j). Choose (k) if applicable) [Note: If the Employer does not
elect (k), the elections under (f) through (j) apply to all types of
contributions. The Employer must elect at least one Entry Date per Plan Year.]

[ ]      (f)      SEMI-ANNUAL ENTRY DATES. The first day of the Plan Year and
         the first day of the seventh month of the Plan Year.

[ ]      (g)      THE FIRST DAY OF THE PLAN YEAR.

[X]      (h)      EMPLOYMENT COMMENCEMENT DATE (immediate eligibility).

[ ]      (i)      THE FIRST DAY OF EACH: _____________ (e.g., "Plan Year
         quarter").

[ ]      (j)      THE FOLLOWING PLAN ENTRY DATES: _____________.

[X]      (k)      ALTERNATIVE 401(k)/401(m) PLAN ENTRY DATE(S). For the
         alternative 401(k)/401(m) eligibility conditions under (c), Plan Entry
         Date means: (Choose (1) or (2) or both as applicable)


                                       4
<PAGE>

<TABLE>
         <S>  <C>  <C>                                                            <C>  <C>  <C>
         (1)  [X]  DEFERRAL/EMPLOYEE CONTRIBUTIONS                                (2)  [ ]  MATCHING CONTRIBUTIONS
                   (Choose one of a. through d.)                                            (Choose one of e. through h.)

              a.   [ ]   Semi-annual Entry Dates                                       e.   [ ]   Semi-annual Entry Dates
              b.   [ ]   The first day of the Plan Year                                f.   [ ]   The first day of the Plan Year
              c.   [ ]   Employment Commencement Date                                  g.   [ ]   Employment Commencement Date
                         (immediate eligibility)                                                  (immediate eligibility)
              d.   [X]   The first day of each:                                        h.   [ ]   The first day of each:
                         month following 30 days after commencement of employment
</TABLE>

TIME OF PARTICIPATION. An Employee will become a Participant, unless excluded
under Section 1.11, on the Plan Entry Date (if employed on that date): (Choose
one of (l), (m) or (n). Choose (o) if applicable): [Note: If the Employer does
not elect (o), the election under (l), (m) or (n) applies to all types of
contributions.]

[ ]      (l)      IMMEDIATELY FOLLOWING OR COINCIDENT WITH

[X]      (m)      IMMEDIATELY PRECEDING OR COINCIDENT WITH

[ ]      (n)      NEAREST

[X]      (o)      ALTERNATIVE 401(k)/401(m) ELECTION(S): (Choose (1) or (2) or
         both as applicable)

<TABLE>
                  <S>      <C>   <C>                                     <C>     <C>      <C>
                  (1)      [X]   DEFERRAL CONTRIBUTIONS                  (2)     [ ]      MATCHING CONTRIBUTIONS
                                                                                          (Choose one of b., c. or d.)

                           a.    [X]   Immediately following                     b.       [ ]   Immediately following or coincident
                                       or coincident with                                       with
                                                                                 c.       [ ]   Immediately preceding or coincident
                                                                                                with
                                                                                 d.       [ ]   Nearest
</TABLE>

the date the Employee completes the eligibility conditions described in this
Section 2.01. [Note: Unless otherwise excluded under Section 1.11, an Employee
must become a Participant by the earlier of: (1) the first day of the Plan Year
beginning after the date the Employee completes the age and service
requirements of Code ss.410(a); or (2) 6 months after the date the Employee
completes those requirements.]

10.      YEAR OF SERVICE - ELIGIBILITY (2.02). (Choose (a) and (b) as
applicable): [Note: If the Employer does not elect a Year of Service condition
or elects the Elapsed Time Method, the Employer should not complete (a) or
(b).]

[ ]      (a)      YEAR OF SERVICE. An Employee must complete _____________
         Hour(s) of Service during an eligibility computation period to receive
         credit for a Year of Service under Article II: [Note: The number may
         not exceed 1,000. If left blank, the requirement is 1,000.]

[ ]      (b)      ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility
         computation period described in Plan Section 2.02, the Plan measures
         the eligibility computation period as: (Choose one of (1) or (2))

         [ ]      (1)      The Plan Year beginning with the Plan Year which
                  includes the first anniversary of the Employee's Employment
                  Commencement Date.

         [ ]      (2)      The 12-consecutive month period beginning with each
                  anniversary of the Employee's Employment Commencement Date.

11.      PARTICIPATION - BREAK IN SERVICE (2.03). The one year hold-out rule
described in Plan Section 2.03(B): (Choose one of (a), (b) or (c))

[X]      (a)      NOT APPLICABLE. Does not apply to the Plan.

[ ]      (b)      APPLICABLE. Applies to the Plan and to all Participants.

[ ]      (c)      LIMITED APPLICATION. Applies to the Plan, but only to a
         Participant who has incurred a Separation from Service.


                                       5
<PAGE>

12.      ELECTION NOT TO PARTICIPATE (2.06). The Plan: (Choose one of (a) or
         (b))

[X]      (a)      ELECTION NOT PERMITTED. Does not permit an eligible Employee
         to elect not to participate.

[ ]      (b)      IRREVOCABLE ELECTION. Permits an Employee to elect not to
         participate if the Employee makes a one-time irrevocable election prior
         to the Employee's Plan Entry Date.

                                  ARTICLE III
         EMPLOYER CONTRIBUTIONS, DEFERRAL CONTRIBUTIONS AND FORFEITURES

13.      AMOUNT AND TYPE (3.01). The amount and type(s) of the Employer's
contribution to the Trust for a Plan Year or other specified period will equal:
(Choose one or more of (a) through (f) as applicable)

[X]      (a)      DEFERRAL CONTRIBUTIONS (401(K) ARRANGEMENT). The dollar or
         percentage amount by which each Participant has elected to reduce
         his/her Compensation, as provided in the Participant's salary reduction
         agreement and in accordance with Section 3.02.

[ ]      (b)      MATCHING CONTRIBUTIONS (OTHER THAN SAFE HARBOR MATCHING
         CONTRIBUTIONS UNDER SECTION 3.01(D)). The matching contributions made
         in accordance with Section 3.03.

[X]      (c)      NONELECTIVE CONTRIBUTIONS (PROFIT SHARING). The following
         nonelective contribution (Choose (1) or (2) or both as applicable):
         [Note: The Employer may designate as a qualified nonelective
         contribution, all or any portion of its nonelective contribution. See
         Plan Section 3.04(F).]

         [X]      (1)      DISCRETIONARY. An amount the Employer in its sole
                  discretion may determine.

         [ ]      (2)      FIXED. The following amount: _____________

[ ]      (d)      401(K) SAFE HARBOR CONTRIBUTIONS. The following 401(k) safe
         harbor contributions described in Plan Section 14.02(D): (Choose one of
         (1), (2) or (3). Choose (4), if applicable)

         [ ]      (1)      SAFE HARBOR NONELECTIVE CONTRIBUTION. The safe
                  harbor nonelective contribution equals ______% of a
                  Participant's Compensation [Note: the amount in the blank must
                  be at least 3%.].

         [ ]      (2)      BASIC SAFE HARBOR MATCHING CONTRIBUTION. A matching
                  contribution equal to 100% of each Participant's deferral
                  contributions not exceeding 3% of the Participant's
                  Compensation, plus 50% of each Participant's deferral
                  contributions in excess of 3% but not in excess of 5% of the
                  Participant's Compensation. For this purpose, "Compensation"
                  means Compensation for: _____________. [Note: The Employer
                  must complete the blank line with the applicable time period
                  for computing the Employer's basic safe harbor match, such as
                  "each payroll period," "each month," "each Plan Year quarter"
                  or "the Plan Year".]

         [ ]      (3)      ENHANCED SAFE HARBOR MATCHING CONTRIBUTION. (Choose
                  one of a. or b.).

                  [ ]      a.       UNIFORM PERCENTAGE. An amount equal to __%
                           of each Participant's deferral contributions not
                           exceeding _____% of the Participant's Compensation.
                           For this purpose, "Compensation" means Compensation
                           for: ______. [See the Note in (d)(2).]

                  [ ]      b.       TIERED FORMULA. An amount equal to the
                           specified matching percentage for the corresponding
                           level of each Participant's deferral contribution
                           percentage. For this purpose, "Compensation" means
                           Compensation for: _____________ . [See the Note in
                           (d)(2).]
<TABLE>
<CAPTION>
                  Deferral Contribution Percentage                      Matching Percentage
                  --------------------------------                      -------------------
                  <S>                                                   <C>

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

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

                  --------------------------------                      -------------------
</TABLE>
[Note: The matching percentage may not increase as the deferral contribution
percentage increases and the enhanced matching formula otherwise must satisfy
the requirements of Code ss.ss.401(k)(12)(B)(ii) and (iii). If the Employer
wishes to avoid ACP testing on its enhanced safe harbor matching contribution,
the Employer also must limit deferral contributions taken into account (the
"Deferral Contribution Percentage") for the matching contribution to 6% of Plan
Year Compensation.]

         [ ]      (4)      ANOTHER PLAN. The Employer will satisfy the 401(k)
                  safe harbor contribution in the following plan: _____________.

                                       6
<PAGE>

[ ]      (e)      DAVIS-BACON CONTRIBUTIONS. The amount(s) specified for the
         applicable Plan Year or other applicable period in the Employer's
         Davis-Bacon contract(s). The Employer will make a contribution only to
         Participants covered by the contract and only with respect to
         Compensation paid under the contract. If the Participant accrues an
         allocation of nonelective contributions (including forfeitures) under
         the Plan in addition to the Davis-Bacon contribution, the Plan
         Administrator will: (Choose one of (1) or (2))

         [ ]      (1)      Not reduce the Participant's nonelective
                  contribution allocation by the Davis-Bacon contribution.

         [ ]      (2)      Reduce the Participant's nonelective contribution
                  allocation by the Davis-Bacon contribution.

[ ]      (f)      FROZEN PLAN. This Plan is a frozen Plan effective:
         _____________. For any period following the specified date, the
         Employer will not contribute to the Plan, a Participant may not
         contribute and an otherwise eligible Employee will not become a
         Participant in the Plan.

14.      DEFERRAL CONTRIBUTIONS (3.02). The following limitations and terms
apply to an Employee's deferral contributions: (If the Employer elects Section
3.01(a), the Employer must elect (a). Choose (b) or (c) as applicable)

[X]      (a)      LIMITATION ON AMOUNT. An Employee's deferral contributions
         are subject to the following limitation(s) in addition to those imposed
         by the Code: (Choose (1), (2) or (3) as applicable)

         [X]      (1)      Maximum deferral amount: 25%.

         [X]      (2)      Minimum deferral amount: 1%.

         [ ]      (3)      No limitations.

For the Plan Year in which an Employee first becomes a Participant, the Plan
Administrator will apply any percentage limitation the Employer elects in (1)
or (2) to the Employee's Compensation: (Choose one of (4) or (5) unless the
Employer elects (3))

         [X]      (4)      Only for the portion of the Plan Year in which the
                  Employee actually is a Participant.

         [ ]      (5)      For the entire Plan Year.

[ ]      (b)      NEGATIVE DEFERRAL ELECTION. The Employer will withhold
         _______% from the Participant's Compensation unless the Participant
         elects a lesser percentage (including zero) under his/her salary
         reduction agreement. See Plan Section 14.02(C). The negative election
         will apply to: (Choose one of (1) or (2))

         [ ]      (1)      All Participants who have not deferred at least the
                  automatic deferral amount as of: ____________.

         [ ]      (2)      Each Employee whose Plan Entry Date is on or
                  following the negative election effective date.

[ ]      (c)      CASH OR DEFERRED CONTRIBUTIONS. For each Plan Year for which
         the Employer makes a designated cash or deferred contribution under
         Plan Section 14.02(B), a Participant may elect to receive directly in
         cash not more than the following portion (or, if less, the 402(g)
         limitation) of his/her proportionate share of that cash or deferred
         contribution: (Choose one of (1) or (2))

         [ ]      (1)      All or any portion.        [ ]      (2)      _____%.

MODIFICATION/REVOCATION OF SALARY REDUCTION AGREEMENT. A Participant
prospectively may modify or revoke a salary reduction agreement, or may file a
new salary reduction agreement following a prior revocation, at least once per
Plan Year or during any election period specified by the basic plan document or
required by the Internal Revenue Service. The Plan Administrator also may
provide for more frequent elections in the Plan's salary reduction agreement
form.

15.      MATCHING CONTRIBUTIONS (INCLUDING ADDITIONAL SAFE HARBOR MATCH UNDER
PLAN SECTION 14.02(D)(3)) (3.03). The Employer matching contribution is: (If
the Employer elects Section 3.01(b), the Employer must elect one or more of
(a), (b) or (c) as applicable. Choose (d) if applicable)

[ ]      (a)      FIXED FORMULA. An amount equal to _____% of each
         Participant's deferral contributions.

[ ]      (b)      DISCRETIONARY FORMULA. An amount (or additional amount) equal
         to a matching percentage the Employer from time to time may deem
         advisable of the Participant's deferral contributions. The Employer, in
         its sole discretion, may designate as a qualified matching
         contribution, all or any portion of its discretionary matching
         contribution. The portion of the Employer's discretionary matching
         contribution for a Plan Year not designated as a qualified matching
         contribution is a regular matching contribution.


                                       7
<PAGE>

[ ]      (c)      MULTIPLE LEVEL FORMULA. An amount equal to the following
         percentages for each level of the Participant's deferral contributions.
         [Note: The matching percentage only will apply to deferral
         contributions in excess of the previous level and not in excess of the
         stated deferral contribution percentage.]

<TABLE>
<CAPTION>
                  Deferral Contributions                   Matching Percentage
                  ----------------------                   -------------------
                  <S>                                      <C>

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

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

                  ----------------------                   -------------------
</TABLE>

[ ]      (d)      RELATED EMPLOYERS. If two or more Related Employers
         contribute to this Plan, the Plan Administrator will allocate matching
         contributions and matching contribution forfeitures only to the
         Participants directly employed by the contributing Employer. The
         matching contribution formula for the other Related Employer(s) is:
         ____________. [Note: If the Employer does not elect (d), the Plan
         Administrator will allocate all matching contributions and matching
         forfeitures without regard to which contributing Related Employer
         directly employs the Participant.]

TIME PERIOD FOR MATCHING CONTRIBUTIONS. The Employer will determine its
matching contribution based on deferral contributions made during each: (Choose
one of (e) through (h))

[ ]      (e)      PLAN YEAR.

[ ]      (f)      PLAN YEAR QUARTER.

[ ]      (g)      PAYROLL PERIOD.

[ ]      (h)      ALTERNATIVE TIME PERIOD: ____________. [Note: Any alternative
         time period the Employer elects in (h) must be the same for all
         Participants and may not exceed the Plan Year.]

DEFERRAL CONTRIBUTIONS TAKEN INTO ACCOUNT. In determining a Participant's
deferral contributions taken into account for the above-specified time period
under the matching contribution formula, the following limitations apply:
(Choose one of (i), (j) or (k))

[ ]      (i)      ALL DEFERRAL CONTRIBUTIONS. The Plan Administrator will take
         into account all deferral contributions.

[ ]      (j)      SPECIFIC LIMITATION. The Plan Administrator will disregard
         deferral contributions exceeding _____% of the Participant's
         Compensation. [Note: To avoid the ACP test in a safe harbor 401(k)
         plan, the Employer must limit deferrals and Employee contributions
         which are subject to match to 6% of Plan Year Compensation.]

[ ]      (k)      DISCRETIONARY. The Plan Administrator will take into account
         the deferral contributions as a percentage of the Participant's
         Compensation as the Employer determines.

OTHER MATCHING CONTRIBUTION REQUIREMENTS. The matching contribution formula is
subject to the following additional requirements: (Choose (l) or (m) or both if
applicable)

[ ]      (l)      MATCHING CONTRIBUTION LIMITS. A Participant's matching
         contributions may not exceed: (Choose one of (1) or (2))

         [ ]      (1)      ____________. [Note: The Employer may elect (1) to
                  place an overall dollar or percentage limit on matching
                  contributions.]

         [ ]      (2)      4% of a Participant's Compensation for the Plan Year
                  under the discretionary matching contribution formula. [Note:
                  The Employer must elect (2) if it elects a discretionary
                  matching formula with the safe harbor 401(k) contribution
                  formula and wishes to avoid the ACP test.]

[ ]      (m)      QUALIFIED MATCHING CONTRIBUTIONS. The Plan Administrator will
         allocate as qualified matching contributions, the matching
         contributions specified in Adoption Agreement Section: ____________.
         The Plan Administrator will allocate all other matching contributions
         as regular matching contributions. [Note: If the Employer elects two
         matching formulas, the Employer may use (m) to designate one of the
         formulas as a qualified matching contribution.]


                                       8
<PAGE>

16.      CONTRIBUTION ALLOCATION (3.04).

EMPLOYER NONELECTIVE CONTRIBUTIONS (3.04(A)).The Plan Administrator will
allocate the Employer's nonelective contribution under the following
contribution allocation formula: (Choose one of (a), (b) or (c). Choose (d) if
applicable)

[X]      (a)      NONINTEGRATED (PRO RATA) ALLOCATION FORMULA.

[ ]      (b)      PERMITTED DISPARITY. The following permitted disparity
         formula and definitions apply to the Plan: (Choose one of (1) or (2).
         Also choose (3))

         [ ]      (1)      Two-tiered allocation formula.

         [ ]      (2)      Four-tiered allocation formula.

         [ ]      (3)      For purposes of Section 3.04(b), "Excess
                  Compensation" means Compensation in excess of: (Choose one of
                  a. or b.)

                  [ ]      a.       _____ % of the taxable wage base in effect
                           on the first day of the Plan Year, rounded to the
                           next highest $______ (not exceeding the taxable wage
                           base).

                  [ ]      b.       The following integration level: __________.
                           [Note: The integration level cannot exceed the
                           taxable wage base in effect for the Plan Year for
                           which this Adoption Agreement first is effective.]

[ ]      (c)      UNIFORM POINTS ALLOCATION FORMULA. Under the uniform points
         allocation formula, a Participant receives: (Choose (1) or both (1) and
         (2) as applicable)

         [ ]      (1)      _____ point(s) for each Year of Service. Year of
                  Service means: __________.

         [ ]      (2)      One point for each $__________ [not to exceed $200]
                  increment of Plan Year Compensation.

[ ]      (d)      INCORPORATION OF CONTRIBUTION FORMULA. The Plan Administrator
         will allocate the Employer's nonelective contribution under Section(s)
         3.01(c)(2), (d)(1) or (e) in accordance with the contribution formula
         adopted by the Employer under that Section.

QUALIFIED NONELECTIVE CONTRIBUTIONS. (3.04(F)). The Plan Administrator will
allocate the Employer's qualified nonelective contributions to: (Choose one of
(e) or (f))

[X]      (e)      NONHIGHLY COMPENSATED EMPLOYEES ONLY.

[ ]      (f)      ALL PARTICIPANTS.

RELATED EMPLOYERS. (Choose (g) if applicable)

[ ]      (g)      ALLOCATE ONLY TO DIRECTLY EMPLOYED PARTICIPANTS. If two or
         more Related Employers adopt this Plan, the Plan Administrator will
         allocate all nonelective contributions and forfeitures attributable to
         nonelective contributions only to the Participants directly employed by
         the contributing Employer. If a Participant receives Compensation from
         more than one contributing Employer, the Plan Administrator will
         determine the allocations under this Section 3.04 by prorating the
         Participant's Compensation between or among the participating Related
         Employers. [Note: If the Employer does not elect 3.04(g), the Plan
         Administrator will allocate all nonelective contributions and
         forfeitures without regard to which contributing Related Employer
         directly employs the Participant. The Employer may not elect 3.04(g)
         under a safe harbor 401(k) Plan.]

17.      FORFEITURE ALLOCATION (3.05). The Plan Administrator will allocate a
Participant forfeiture: (Choose one or more of (a), (b) or (c) as applicable)
[Note: Even if the Employer elects immediate vesting, the Employer should
complete Section 3.05. See Plan Section 9.11.]

[ ]      (a)      MATCHING CONTRIBUTION FORFEITURES. To the extent attributable
         to matching contributions: (Choose one of (1) through (4))

         [ ]      (1)      As a discretionary matching contribution.

         [ ]      (2)      To reduce matching contributions.


                                       9
<PAGE>

         [ ]      (3)      As a discretionary nonelective contribution.

         [ ]      (4)      To reduce nonelective contributions.

[X]      (b)      NONELECTIVE CONTRIBUTION FORFEITURES. To the extent
         attributable to Employer nonelective contributions: (Choose one of (1)
         through (4))

         [X]      (1)      As a discretionary nonelective contribution.

         [ ]      (2)      To reduce nonelective contributions.

         [ ]      (3)      As a discretionary matching contribution.

         [ ]      (4)      To reduce matching contributions.

[ ]      (c)      REDUCE ADMINISTRATIVE EXPENSES. First to reduce the Plan's
         ordinary and necessary administrative expenses for the Plan Year and
         then allocate any remaining forfeitures in the manner described in
         Sections 3.05(a) or (b) as applicable.

TIMING OF FORFEITURE ALLOCATION. The Plan Administrator will allocate
forfeitures under Section 3.05 in the Plan Year: (Choose one of (d) or (e))

[ ]      (d)      In which the forfeiture occurs.

[X]      (e)      Immediately following the Plan Year in which the forfeiture
         occurs.

18.      ALLOCATION CONDITIONS (3.06).

ALLOCATION CONDITIONS. The Plan does not apply any allocation conditions to
deferral contributions, 401(k) safe harbor contributions (under Section
3.01(d)) or to Davis-Bacon contributions (except as the Davis-Bacon contract
provides). To receive an allocation of matching contributions, nonelective
contributions, qualified nonelective contributions or Participant forfeitures,
a Participant must satisfy the following allocation condition(s): (Choose one
or more of (a) through (i) as applicable)

[X]      (a)      HOURS OF SERVICE CONDITION. The Participant must complete at
         least the specified number of Hours of Service (not exceeding 1,000)
         during the Plan Year: 1,000.

[X]      (b)      EMPLOYMENT CONDITION. The Participant must be employed by the
         Employer on the last day of the Plan Year (designate time period).

[ ]      (c)      NO ALLOCATION CONDITIONS.

[ ]      (d)      ELAPSED TIME METHOD. The Participant must complete at least
         the specified number (not exceeding 182) of consecutive calendar days
         of employment with the Employer during the Plan Year: __________.

[ ]      (e)      TERMINATION OF SERVICE/501 HOURS OF SERVICE COVERAGE RULE.
         The Participant either must be employed by the Employer on the last day
         of the Plan Year or must complete at least 501 Hours of Service during
         the Plan Year. If the Plan uses the Elapsed Time Method of crediting
         Service, the Participant must complete at least 91 consecutive calendar
         days of employment with the Employer during the Plan Year.

[ ]      (f)      SPECIAL ALLOCATION CONDITIONS FOR MATCHING CONTRIBUTIONS. The
         Participant must complete at least __________ Hours of Service during
         the __________ (designate time period) for the matching contributions
         made for that time period.

[ ]      (g)      DEATH, DISABILITY OR NORMAL RETIREMENT AGE. Any condition
         specified in Section 3.06 __________ applies if the Participant incurs
         a Separation from Service during the Plan Year on account of:
         __________ (e.g., death, Disability or Normal Retirement Age).

[ ]      (h)      SUSPENSION OF ALLOCATION CONDITIONS FOR COVERAGE. The
         suspension of allocation conditions of Plan Section 3.06(E) applies to
         the Plan.

[ ]      (i)      LIMITED ALLOCATION CONDITIONS. The Plan does not impose an
         allocation condition for the following types of contributions:
         __________. [Note: Any election to limit the Plan's allocation
         conditions to certain contributions must be the same for all
         Participants, be definitely determinable and not discriminate in favor
         of Highly Compensated Employees.]


                                      10
<PAGE>

                                   ARTICLE IV
                           PARTICIPANT CONTRIBUTIONS

19.      EMPLOYEE (AFTER TAX) CONTRIBUTIONS (4.02). The following elections
apply to Employee contributions: (Choose one of (a) or (b). Choose (c) if
applicable)

[X]      (a)      NOT PERMITTED. The Plan does not permit Employee
         contributions.

[ ]      (b)      PERMITTED. The Plan permits Employee contributions subject to
         the following limitations: __________. [Note: Any designated
         limitation(s) must be the same for all Participants, be definitely
         determinable and not discriminate in favor of Highly Compensated
         Employees.]

[ ]      (c)      MATCHING CONTRIBUTION. For each Plan Year, the Employer's
         matching contribution made with respect to Employee contributions is:
         __________.

                                   ARTICLE V
                              VESTING REQUIREMENTS

20.      NORMAL/EARLY RETIREMENT AGE (5.01). A Participant attains Normal
Retirement Age (or Early Retirement Age, if applicable) under the Plan on the
following date: (Choose one of (a) or (b). Choose (c) if applicable)

[X]      (a)      SPECIFIC AGE. The date the Participant attains age 65.
         [Note: The age may not exceed age 65.]

[ ]      (b)      AGE/PARTICIPATION. The later of the date the Participant
         attains __________ years of age or the __________ anniversary of the
         first day of the Plan Year in which the Participant commenced
         participation in the Plan. [Note: The age may not exceed age 65 and the
         anniversary may not exceed the 5th.]

[ ]      (c)      EARLY RETIREMENT AGE. Early Retirement Age is the later of:
         (i) the date a Participant attains age __________ or (ii) the date a
         Participant reaches his/her __________ anniversary of the first day of
         the Plan Year in which the Participant commenced participation in the
         Plan.

21.      PARTICIPANT'S DEATH OR DISABILITY (5.02). The 100% vesting rule under
Plan Section 5.02 does not apply to: (Choose (a) or (b) or both as applicable)

[ ]      (a)      DEATH.

[ ]      (b)      DISABILITY.

22.      VESTING SCHEDULE (5.03). A Participant has a 100% Vested interest at
all times in his/her deferral contributions, qualified nonelective
contributions, qualified matching contributions, 401(k) safe harbor
contributions and Davis-Bacon contributions (unless otherwise indicated in
(f)). The following vesting schedule applies to Employer regular matching
contributions and to Employer nonelective contributions: (Choose (a) or choose
one or more of (b) through (f) as applicable)

[ ]      (a)      IMMEDIATE VESTING. 100% Vested at all times. [Note: The
         Employer must elect (a) if the Service condition under Section 2.01
         exceeds One Year of Service or more than twelve months.]

[X]      (b)      TOP-HEAVY VESTING SCHEDULES. [Note: The Employer must choose
         one of (b)(1), (2) or (3) if it does not elect (a).]

<TABLE>
         <S>                                                             <C>
         [X]      (1)      6-year graded as specified in the Plan.       [ ]     (3)      Modified top-heavy schedule
         [ ]      (2)      3-year cliff as specified in the Plan.
</TABLE>


                                      11
<PAGE>

<TABLE>
<CAPTION>
                                       Years of                   Vested
                                        Service                  Percentage
                                       --------                  ----------
                           <S>                                   <C>
                           Less than 1 ...................         _____%

                              1 ..........................         _____%

                              2 ..........................         _____%

                              3 ..........................         _____%

                              4 ..........................         _____%

                              5 ..........................         _____%

                              6 or more ..................           100%
</TABLE>


[X]      (c)      NON-TOP-HEAVY VESTING SCHEDULES. [Note: The Employer may
         elect one of (c)(1), (2) or (3) in addition to (b).]

<TABLE>
         <S>                                                             <C>
         [X]      (1)      7-year graded as specified in the Plan.       [ ]     (3)      Modified non-top-heavy schedule
         [ ]      (2)      5-year cliff as specified in the Plan.
</TABLE>

<TABLE>
<CAPTION>
                                       Years of                   Vested
                                        Service                  Percentage
                                       --------                  ----------
                           <S>                                   <C>
                           Less than 1 ...................         _____%

                              1 ..........................         _____%

                              2 ..........................         _____%

                              3 ..........................         _____%

                              4 ..........................         _____%

                              5 ..........................         _____%

                              6 ..........................         _____%

                              7 or more ..................           100%
</TABLE>

If the Employer does not elect (c), the vesting schedule elected in (b) applies
to all Plan Years. [Note: The modified top-heavy schedule of (b)(3) must
satisfy Code ss.416. If the Employer elects (c)(3), the modified non-top-heavy
schedule must satisfy Code ss.411(a)(2).]

[ ]      (d)      SEPARATE VESTING ELECTION FOR REGULAR MATCHING CONTRIBUTIONS.
         In lieu of the election under (a), (b) or (c), the following vesting
         schedule applies to a Participant's regular matching contributions:
         (Choose one of (1) or (2))

         [ ]      (1)      100% Vested at all times.

         [ ]      (2)      Regular matching vesting schedule: ___________.
                  [Note: The vesting schedule completed under (d)(2) must comply
                  with Code ss.411(a)(4).]

[ ]      (e)      APPLICATION OF TOP-HEAVY SCHEDULE. The non-top-heavy schedule
         elected under (c) applies in all Plan Years in which the Plan is not a
         top-heavy plan. [Note: If the Employer does not elect (e), the
         top-heavy vesting schedule will apply for the first Plan Year in which
         the Plan is top-heavy and then in all subsequent Plan Years.]

[ ]      (f)      SPECIAL VESTING PROVISIONS: ___________. [Note: Any special
         vesting provision must satisfy Code ss.411(a). Any special vesting
         provision must be definitely determinable, not discriminate in favor of
         Highly Compensated Employees and not violate Code ss.401(a)(4).]


                                      12
<PAGE>

23.      YEAR OF SERVICE - VESTING (5.06). (Choose (a) and (b)): [Note: If the
Employer elects the Elapsed Time Method or elects immediate vesting, the
Employer should not complete (a) or (b).]

[X]      (a)      YEAR OF SERVICE. An Employee must complete at least 1,000
         Hours of Service during a vesting computation period to receive credit
         for a Year of Service under Article V. [Note: The number may not exceed
         1,000. If left blank, the requirement is 1,000.]

[X]      (b)      VESTING COMPUTATION PERIOD. The Plan measures a Year of
         Service on the basis of the following 12-consecutive month period:
         (Choose one of (1) or (2))

         [X]      (1)      Plan Year.

         [ ]      (2)      Employment year (anniversary of Employment
                  Commencement Date).

24.      EXCLUDED YEARS OF SERVICE - VESTING (5.08). The Plan excludes the
following Years of Service for purposes of vesting: (Choose (a) or choose one
or more of (b) through (f) as applicable)

[ ]      (a)      NONE. None other than as specified in Plan Section 5.08(a).

[X]      (b)      AGE 18. Any Year of Service before the Year of Service during
         which the Participant attained the age of 18.

[ ]      (c)      PRIOR TO PLAN ESTABLISHMENT. Any Year of Service during the
         period the Employer did not maintain this Plan or a predecessor plan.

[ ]      (d)      PARITY BREAK IN SERVICE. Any Year of Service excluded under
         the rule of parity. See Plan Section 5.10.

[ ]      (e)      PRIOR PLAN TERMS. Any Year of Service disregarded under the
         terms of the Plan as in effect prior to this restated Plan.

[ ]      (f)      ADDITIONAL EXCLUSIONS. Any Year of Service before: __________.
         [Note: Any exclusion specified under (f) must comply with Code
         ss.411(a)(4). Any exclusion must be definitely determinable, not
         discriminate in favor of Highly Compensated Employees and not violate
         Code ss.401(a)(4). If the Employer elects immediate vesting, the
         Employer should not complete Section 5.08.]

                                   ARTICLE VI
                        DISTRIBUTION OF ACCOUNT BALANCE

25.      TIME OF PAYMENT OF ACCOUNT BALANCE (6.01). The following time of
distribution elections apply to the Plan:

SEPARATION FROM SERVICE/VESTED ACCOUNT BALANCE NOT EXCEEDING $5,000. Subject to
the limitations of Plan Section 6.01(A)(1), the Trustee will distribute in a
lump sum (regardless of the Employer's election under Section 6.04) a separated
Participant's Vested Account Balance not exceeding $5,000: (Choose one of (a)
through (d))

[X]      (a)      IMMEDIATE. As soon as administratively practicable following
         the Participant's Separation from Service.

[ ]      (b)      DESIGNATED PLAN YEAR. As soon as administratively practicable
         in the ___________ Plan Year beginning after the Participant's
         Separation from Service.

[ ]      (c)      DESIGNATED PLAN YEAR QUARTER. As soon as administratively
         practicable in the ___________ Plan Year quarter beginning after the
         Participant's Separation from Service.

[ ]      (d)      DESIGNATED DISTRIBUTION. As soon as administratively
         practicable in the: ___________ following the Participant's Separation
         from Service. [Note: The designated distribution time must be the same
         for all Participants, be definitely determinable, not discriminate in
         favor of Highly Compensated Employees and not violate
         Code ss.401(a)(4).]

SEPARATION FROM SERVICE/VESTED ACCOUNT BALANCE EXCEEDING $5,000. A separated
Participant whose Vested Account Balance exceeds $5,000 may elect to commence
distribution of his/her Vested Account Balance no earlier than: (Choose one of
(e) through (i). Choose (j) if applicable)

[X]      (e)      IMMEDIATE. As soon as administratively practicable following
         the Participant's Separation from Service.

[ ]      (f)      DESIGNATED PLAN YEAR. As soon as administratively practicable
         in the ___________ Plan Year beginning after the Participant's
         Separation from Service.


                                      13

<PAGE>

[ ]      (g)      DESIGNATED PLAN YEAR QUARTER. As soon as administratively
         practicable in the ___________ Plan Year quarter following the Plan
         Year quarter in which the Participant elects to receive a distribution.

[ ]      (h)      NORMAL RETIREMENT AGE. As soon as administratively
         practicable after the close of the Plan Year in which the Participant
         attains Normal Retirement Age and within the time required under Plan
         Section 6.01(A)(2).

[ ]      (i)      DESIGNATED DISTRIBUTION. As soon as administratively
         practicable in the: ___________ following the Participant's Separation
         from Service. [Note: The designated distribution time must be the same
         for all Participants, be definitely determinable, not discriminate in
         favor of Highly Compensated Employees and not violate
         Code ss.401(a)(4).]

[ ]      (j)      LIMITATION ON PARTICIPANT'S RIGHT TO DELAY DISTRIBUTION. A
         Participant may not elect to delay commencement of distribution of
         his/her Vested Account Balance beyond the later of attainment of age 62
         or Normal Retirement Age. [Note: If the Employer does not elect (j),
         the Plan permits a Participant who has Separated from Service to delay
         distribution until his/her required beginning date. See Plan Section
         6.01(A)(2).]

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. A Participant, prior to
Separation from Service may elect any of the following distribution options in
accordance with Plan Section 6.01(C). (Choose (k) or choose one or more of (l)
through (o) as applicable). [Note: If the Employer elects any in-service
distributions option, a Participant may elect to receive one in-service
distribution per Plan Year unless the Plan's in-service distribution form
provides for more frequent in-service distributions.]

[ ]      (k)      NONE. A Participant does not have any distribution option
         prior to Separation from Service, except as may be provided under Plan
         Section 6.01(C).

[X]      (l)      DEFERRAL CONTRIBUTIONS. Distribution of all or any portion
         (as permitted by the Plan) of a Participant's Account Balance
         attributable to deferral contributions if: (Choose one or more of (1),
         (2) or (3) as applicable)

         [X]      (1)      HARDSHIP (SAFE HARBOR HARDSHIP RULE). The
                  Participant has incurred a hardship in accordance with Plan
                  Sections 6.09 and 14.11(A).

         [ ]      (2)      AGE. The Participant has attained age ___________
                  (Must be at least age 59 1/2).

         [ ]      (3)      DISABILITY. The Participant has incurred a
                  Disability.

[ ]      (m)      QUALIFIED NONELECTIVE CONTRIBUTIONS/QUALIFIED MATCHING
         CONTRIBUTIONS/SAFE HARBOR CONTRIBUTIONS. Distribution of all or any
         portion of a Participant's Account Balance attributable to qualified
         nonelective contributions, to qualified matching contributions, or to
         401(k) safe harbor contributions if: (Choose (1) or (2) or both as
         applicable)

         [ ]      (1)      AGE. The Participant has attained age ___________
                  (Must be at least age 59 1/2).

         [ ]      (2)      DISABILITY. The Participant has incurred a
                  Disability.

[X]      (n)      NONELECTIVE CONTRIBUTIONS/REGULAR MATCHING CONTRIBUTIONS.
         Distribution of all or any portion of a Participant's Vested Account
         Balance attributable to nonelective contributions or to regular
         matching contributions if: (Choose one or more of (1) through (5) as
         applicable)

         [X]      (1)      AGE/SERVICE CONDITIONS. (Choose one or more of a.
                  through d. as applicable):

                  [ ]      a.       AGE. The Participant has attained age _____.

                  [ ]      b.       TWO-YEAR ALLOCATIONS. The Plan
                           Administrator has allocated the contributions to be
                           distributed for a period of not less than _____ Plan
                           Years before the distribution date. [Note: The
                           minimum number of years is 2.]

                  [ ]      c.       FIVE YEARS OF PARTICIPATION. The
                           Participant has participated in the Plan for at least
                           _____ Plan Years. [Note: The minimum number of years
                           is 5.]

                  [X]      d.       VESTED. The Participant is 100% Vested in
                           his/her Account Balance. See Plan Section 5.03(A).
                           [Note: If an Employer makes more than one election
                           under Section 6.01(n)(1), a Participant must satisfy
                           all conditions before the Participant is eligible for
                           the distribution.]

         [ ]      (2)      HARDSHIP. The Participant has incurred a hardship in
                  accordance with Plan Section 6.09.


                                      14
<PAGE>

         [X]      (3)      HARDSHIP (SAFE HARBOR HARDSHIP RULE). The
                  Participant has incurred a hardship in accordance with Plan
                  Sections 6.09 and 14.11(A).

         [ ]      (4)      DISABILITY. The Participant has incurred a
                  Disability.

         [ ]      (5)      DESIGNATED CONDITION. The Participant has satisfied
                  the following condition(s): ___________. [Note: Any designated
                  condition(s) must be the same for all Participants, be
                  definitely determinable and not discriminate in favor of
                  Highly Compensated Employees.]

[ ]      (o)      PARTICIPANT CONTRIBUTIONS. Distribution of all or any portion
         of a Participant's Account Balance attributable to the following
         Participant contributions described in Plan Section 4.01: (Choose one
         of (1), (2) or (3))

         [ ]      (1)      ALL PARTICIPANT CONTRIBUTIONS.

         [ ]      (2)      EMPLOYEE CONTRIBUTIONS ONLY.

         [ ]      (3)      ROLLOVER CONTRIBUTIONS ONLY.

PARTICIPANT LOAN DEFAULT/OFFSET. See Section 6.08 of the Plan.

26.      DISTRIBUTION METHOD (6.03). A separated Participant whose Vested
Account Balance exceeds $5,000 may elect distribution under one of the
following method(s) of distribution described in Plan Section 6.03: (Choose one
or more of (a) through (d) as applicable)

[X]      (a)      LUMP SUM.

[X]      (b)      INSTALLMENTS.

[ ]      (c)      INSTALLMENTS FOR REQUIRED MINIMUM DISTRIBUTIONS ONLY.

[ ]      (d)      ANNUITY DISTRIBUTION OPTION(S): ___________.
         [Note: Any optional method of distribution may not be subject to
         Employer, Plan Administrator or Trustee discretion.]

27.      JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor
annuity distribution requirements of Plan Section 6.04: (Choose one of (a) or
(b))

[X]      (a)      PROFIT SHARING PLAN EXCEPTION. Do not apply to a Participant,
         unless the Participant is a Participant described in Section 6.04(H) of
         the Plan.

[ ]      (b)      APPLICABLE. Apply to all Participants.

                                   ARTICLE IX
       PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

28.      ALLOCATION OF NET INCOME, GAIN OR LOSS (9.08). For each type of
contribution provided under the Plan, the Plan allocates net income, gain or
loss using the following method: (Choose one or more of (a) through (e) as
applicable)

[X]      (a)      DEFERRAL CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS. (Choose one or
         more of (1) through (5) as applicable)

         [X]      (1)      DAILY VALUATION METHOD. Allocate on each business
                  day of the Plan Year during which Plan assets for which there
                  is an established market are valued and the Trustee is
                  conducting business.

         [ ]      (2)      BALANCE FORWARD METHOD. Allocate using the balance
                  forward method.

         [ ]      (3)      WEIGHTED AVERAGE METHOD. Allocate using the weighted
                  average method, based on the following weighting period:
                  ___________. See Plan Section 14.12.

         [ ]      (4)      BALANCE FORWARD METHOD WITH ADJUSTMENT. Allocate
                  pursuant to the balance forward method, except treat as part
                  of the relevant Account at the beginning of the valuation
                  period ___________% of the contributions made during the
                  following valuation period: ___________.

         [ ]      (5)      INDIVIDUAL ACCOUNT METHOD. Allocate using the
                  individual account method. See Plan Section 9.08.


                                      15
<PAGE>

[ ]      (b)      MATCHING CONTRIBUTIONS. (Choose one or more of (1) through (5)
         as applicable)

         [ ]      (1)      DAILY VALUATION METHOD. Allocate on each business
                  day of the Plan Year during which Plan assets for which there
                  is an established market are valued and the Trustee is
                  conducting business.

         [ ]      (2)      BALANCE FORWARD METHOD. Allocate using the balance
                  forward method.

         [ ]      (3)      WEIGHTED AVERAGE METHOD. Allocate using the weighted
                  average method, based on the following weighting period: ____.
                  See Plan Section 14.12.

         [ ]      (4)      BALANCE FORWARD METHOD WITH ADJUSTMENT. Allocate
                  pursuant to the balance forward method, except treat as part
                  of the relevant Account at the beginning of the valuation
                  period ______% of the contributions made during the following
                  valuation period: ______.

         [ ]      (5)      INDIVIDUAL ACCOUNT METHOD. Allocate using the
                  individual account method. See Plan Section 9.08.

[X]      (c)      EMPLOYER NONELECTIVE CONTRIBUTIONS. (Choose one or more of (1)
         through (5) as applicable)

         [X]      (1)      DAILY VALUATION METHOD. Allocate on each business
                  day of the Plan Year during which Plan assets for which there
                  is an established market are valued and the Trustee is
                  conducting business.

         [ ]      (2)      BALANCE FORWARD METHOD. Allocate using the balance
                  forward method.

         [ ]      (3)      WEIGHTED AVERAGE METHOD. Allocate using the weighted
                  average method, based on the following weighting period: ____.
                  See Plan Section 14.12.

         [ ]      (4)      BALANCE FORWARD METHOD WITH ADJUSTMENT. Allocate
                  pursuant to the balance forward method, except treat as part
                  of the relevant Account at the beginning of the valuation
                  period ______% of the contributions made during the following
                  valuation period: ________.

         [ ]      (5)      INDIVIDUAL ACCOUNT METHOD. Allocate using the
                  individual account method. See Plan Section 9.08.

[ ]      (d)      SPECIFIED METHOD. Allocate pursuant to the following method:
         __________. [Note: The specified method must be a definite
         predetermined formula which is not based on Compensation, which
         satisfies the nondiscrimination requirements of Treas.
         Reg.ss.1.401(a)(4) and which is applied uniformly to all Participants.]

[ ]      (e)      INTEREST RATE FACTOR. In accordance with Plan Section 9.08(E),
         the Plan includes interest at the following rate on distributions made
         more than 90 days after the most recent valuation date: _______.

                                   ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

29.      INVESTMENT POWERS (10.03). The following additional investment options
or limitations apply under Plan Section 10.03: N/A. [Note: Enter "N/A" if not
applicable.]

30.      VALUATION OF TRUST (10.15). In addition to the last day of the Plan
Year, the Trustee must value the Trust Fund on the following valuation date(s):
(Choose one of (a) through (d))

[X]      (a)      DAILY VALUATION DATES. Each business day of the Plan Year on
         which Plan assets for which there is an established market are valued
         and the Trustee is conducting business.

[ ]      (b)      LAST DAY OF A SPECIFIED PERIOD. The last day of each ________
         of the Plan Year.

[ ]      (c)      SPECIFIED DATES: ____________.

[ ]      (d)      NO ADDITIONAL VALUATION DATES.


                                       16
<PAGE>
                                 EXECUTION PAGE

         The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Prototype Plan and Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) has signified its acceptance, on: December 31, 2002.

                                    Name of Employer:   Bank of Granite

                                    Employer's EIN:   56-0132080

                                    Signed: /s/ Kim T. Hutchens
                                           ------------------------------------
                                                Kim T. Hutchens        Sr VP
                                           ------------------------------------
                                                                    [Name/Title]

                                    Name(s) of Trustee:

                                            Wachovia Bank, National Association

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

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

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

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

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

                                    Trust EIN (Optional):

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

                                    Signed: /s/ MaryAnn Cummings
                                           ------------------------------------
                                                Vice President & Trust Officer
                                           ------------------------------------
                                                                    [Name/Title]

                                    Signed:
                                           ------------------------------------

                                           ------------------------------------
                                                                    [Name/Title]

                                    Signed:
                                           ------------------------------------

                                           ------------------------------------
                                                                    [Name/Title]

                                    Signed:
                                           ------------------------------------

                                           ------------------------------------
                                                                    [Name/Title]

                                    Signed:
                                           ------------------------------------

                                           ------------------------------------
                                                                    [Name/Title]

                                    Name of Custodian (Optional):

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

                                    Signed:
                                           ------------------------------------

                                           ------------------------------------
                                                                    [Name/Title]

31.      PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan
for ERISA reporting purposes (Form 5500 Series) is: 001.

USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
Employer only may use this Adoption Agreement in conjunction with the basic plan
document referenced by its document number on Adoption Agreement page one.

EXECUTION FOR PAGE SUBSTITUTION AMENDMENT ONLY. If this paragraph is completed,
this Execution Page documents an amendment to Adoption Agreement Section(s)
__________ effective ___________________, by substitute Adoption Agreement page
number(s) _______.

PROTOTYPE PLAN SPONSOR. The Prototype Plan Sponsor identified on the first page
of the basic plan document will notify all adopting employers of any amendment
of this Prototype Plan or of any abandonment or discontinuance by the Prototype
Plan Sponsor of its maintenance of this Prototype Plan. For inquiries regarding
the adoption of the Prototype Plan, the Prototype Plan


                                       17
<PAGE>

Sponsor's intended meaning of any Plan provisions or the effect of the opinion
letter issued to the Prototype Plan Sponsor, please contact the Prototype Plan
Sponsor at the following address and telephone number: 1525 West W.T. Harris
Boulevard, Charlotte, NC 28288-1176, 704-374-3392.

RELIANCE ON SPONSOR OPINION LETTER. The Prototype Plan Sponsor has obtained from
the IRS an opinion letter specifying the form of this Adoption Agreement and the
basic plan document satisfy, as of the date of the opinion letter, Code ss.401.
An adopting Employer may rely on the Prototype Sponsor's IRS opinion letter only
to the extent provided in Announcement 2001-77, 2001-30 I.R.B. The Employer may
not rely on the opinion letter in certain other circumstances or with respect to
certain qualification requirements, which are specified in the opinion letter
and in Announcement 2001-77. In order to have reliance in such circumstances or
with respect to such qualification requirements, the Employer must apply for a
determination letter to Employee Plans Determinations of the Internal Revenue
Service.


                                       18
<PAGE>

                             PARTICIPATION AGREEMENT

        [X] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.

         The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.21
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Adoption Agreement. The Participating Employer accepts, and
agrees to be bound by, all of the elections granted under the provisions of the
Prototype Plan as made by the Signatory Employer to the Execution Page of the
Adoption Agreement, except as otherwise provided in this Participation
Agreement.

32.      EFFECTIVE DATE (1.10). The Effective Date of the Plan for the
Participating Employer is: _________________________________.

33.      NEW PLAN/RESTATEMENT. The Participating Employer's adoption of this
Plan constitutes: (Choose one of (a) or (b))

[ ]      (a)      The adoption of a new plan by the Participating Employer.

[ ]      (b)      The adoption of an amendment and restatement of a plan
         currently maintained by the Participating Employer, identified as:
         _____________________________________________________________________,
         and having an original effective date of: ___________________________.

34.      PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor
service credited by reason of Section 1.30 of the Plan, the Plan credits as
Service under this Plan, service with this Participating Employer. (Choose one
or more of (a) through (d) as applicable): [Note: If the Plan does not credit
any additional predecessor service under Section 1.30 for this Participating
Employer, do not complete this election.]

[ ]      (a)      ELIGIBILITY. For eligibility under Article II. See Plan
         Section 1.30 for time of Plan entry.

[ ]      (b)      VESTING. For vesting under Article V.

[ ]      (c)      CONTRIBUTION ALLOCATION. For contribution allocations under
         Article III.

[ ]      (d)      EXCEPTIONS. Except for the following Service: ______________.

Name of Plan:                               Name of Participating Employer:

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

                                            Signed:
                                                   ----------------------------
                                                                   [Name/Title]

                                                   ----------------------------
                                                                         [Date]

                                            Participating Employer's EIN:
                                                                         ------

ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

Name of Signatory Employer:                 Name(s) of Trustee:

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

-----------------------------------         -----------------------------------
                       [Name/Title]                                [Name/Title]

Signed:                                     Signed:
       ----------------------------                ----------------------------

-----------------------------------         -----------------------------------
                             [Date]                                      [Date]

[Note: Each Participating Employer must execute a separate Participation
Agreement. If the Plan does not have a Participating Employer, the Signatory
Employer may delete this page from the Adoption Agreement.]


                                       19
<PAGE>

                                   APPENDIX A
                    TESTING ELECTIONS/EFFECTIVE DATE ADDENDUM

35.      The following testing elections and special effective dates apply:
(Choose one or more of (a) through (n) as applicable)

[ ]      (a)      HIGHLY COMPENSATED EMPLOYEE (1.14). For Plan Years beginning
         after           , the Employer makes the following election(s)
         regarding the definition of Highly Compensated Employee:

         (1)      [ ]      TOP PAID GROUP ELECTION.

         (2)      [ ]      CALENDAR YEAR DATA ELECTION (FISCAL YEAR PLAN).

[X]      (b)      401(k) CURRENT YEAR TESTING. The Employer will apply the
         current year testing method in applying the ADP and ACP tests effective
         for Plan Years beginning after: 2002. [Note: For Plan Years beginning
         on or after the Employer's execution of its "GUST" restatement, the
         Employer must use the same testing method within the same Plan Year for
         both the ADP and ACP tests.]

[ ]      (c)      COMPENSATION. The Compensation definition under Section 1.07
         will apply for Plan Years beginning after: _____.

[X]      (d)      ELECTION NOT TO PARTICIPATE. The election not to participate
         under Section 2.06 is effective: January 1, 2003.

[ ]      (e)      401(k) SAFE HARBOR. The 401(k) safe harbor provisions under
         Section 3.01(d) are effective: ____________.

[ ]      (f)      NEGATIVE ELECTION. The negative election provision under
         Section 3.02(b) is effective: ____________.

[ ]      (g)      CONTRIBUTION/ALLOCATION FORMULA. The specified contribution(s)
         and allocation method(s) under Sections 3.01 and 3.04 are effective:
         ___________.

[ ]      (h)      ALLOCATION CONDITIONS. The allocation conditions of Section
         3.06 are effective: ____________.

[ ]      (i)      BENEFIT PAYMENT ELECTIONS. The distribution elections of
         Section(s) _____________ are effective: ____________.

[ ]      (j)      ELECTION TO CONTINUE PRE-SBJPA REQUIRED BEGINNING DATE. A
         Participant may not elect to defer commencement of the distribution of
         his/her Vested Account Balance beyond the April 1 following the
         calendar year in which the Participant attains age 70 1/2. See Plan
         Section 6.02(A).

[ ]      (k)      ELIMINATION OF AGE 70 1/2 IN-SERVICE DISTRIBUTIONS. The Plan
         eliminates a Participant's (other than a more than 5% owner) right to
         receive in-service distributions on April 1 of the calendar year
         following the year in which the Participant attains age 70 1/2 for Plan
         Years beginning after: __________.

[X]      (l)      ALLOCATION OF EARNINGS. The earnings allocation provisions
         under Section 9.08 are effective: January 1, 2003.

[ ]      (m)      ELIMINATION OF OPTIONAL FORMS OF BENEFIT. The Employer elects
         prospectively to eliminate the following optional forms of benefit:
         (Choose one or more of (1), (2) and (3) as applicable)

         [ ]      (1)      QJSA and QPSA benefits as described in Plan Sections
                  6.04, 6.05 and 6.06 effective: _______________.

         [ ]      (2)      Installment distributions as described in Section
                  6.03 effective: ________________.

         [ ]      (3)      Other optional forms of benefit (Any election to
                  eliminate must be consistent with Treas. Reg.ss.1.411(d)-4):
                  _________________.

[X]      (n)      SPECIAL EFFECTIVE DATE(S): See Addendum A.
                                             ---------------

         For periods prior to the above-specified special effective date(s), the
Plan terms in effect prior to its restatement under this Adoption Agreement will
control for purposes of the designated provisions. A special effective date may
not result in the delay of a Plan provision beyond the permissible effective
date under any applicable law.


                                       20
<PAGE>

                                   APPENDIX B
                    GUST REMEDIAL AMENDMENT PERIOD ELECTIONS

36.      The following GUST restatement elections apply: (Choose one or more of
(a) through (j) as applicable)

[ ]      (a)      HIGHLY COMPENSATED EMPLOYEE ELECTIONS. The Employer makes the
         following remedial amendment period elections with respect to the
         Highly Compensated Employee definition:

<TABLE>
                  <S>                                                       <C>
                  (1)   1997:   [ ]   Top paid group election.              [ ]   Calendar year election.
                                [ ]   Calendar year data election.
                  (2)   1998:   [ ]   Top paid group election.              [ ]   Calendar year data election.
                  (3)   1999:   [ ]   Top paid group election.              [ ]   Calendar year data election.
                  (4)   2000:   [ ]   Top paid group election.              [ ]   Calendar year data election.
                  (5)   2001:   [ ]   Top paid group election.              [ ]   Calendar year data election.
                  (6)   2002:   [ ]   Top paid group election.              [ ]   Calendar year data election.
</TABLE>

[ ]      (b)      401(k) TESTING METHODS. The Employer makes the following
         remedial amendment period elections with respect to the ADP test and
         the ACP test: [Note: The Employer may use a different testing method
         for the ADP and ACP tests through the end of the Plan Year in which the
         Employer executes its GUST restated Plan.]

<TABLE>
                                     ADP TEST                                             ACP TEST
                  <S>                                                    <C>
                  (1)  1997:  [ ]  prior year  [ ]  current year         1997:  [ ]  prior year  [ ]  current year
                  (2)  1998:  [ ]  prior year  [ ]  current year         1998:  [ ]  prior year  [ ]  current year
                  (3)  1999:  [ ]  prior year  [ ]  current year         1999:  [ ]  prior year  [ ]  current year
                  (4)  2000:  [ ]  prior year  [ ]  current year         2000:  [ ]  prior year  [ ]  current year
                  (5)  2001:  [ ]  prior year  [ ]  current year         2001:  [ ]  prior year  [ ]  current year
                  (6)  2002:  [ ]  prior year  [ ]  current year         2002:  [ ]  prior year  [ ]  current year
</TABLE>

[ ]      (c)      DELAYED APPLICATION OF SBJPA REQUIRED BEGINNING DATE. The
         Employer elects to delay the effective date for the required beginning
         date provision of Plan Section 6.02 until Plan Years beginning after:
         ____________.

[ ]      (d)      MODEL AMENDMENT FOR REQUIRED MINIMUM DISTRIBUTIONS. The
         Employer adopts the IRS Model Amendment in Plan Section 6.02(E)
         effective _______. [Note: The date must not be earlier than January 1,
         2001.]

DEFINED BENEFIT LIMITATION

[ ]      (e)      CODE SS.415(e) REPEAL. The repeal of the Code ss.415(e)
         limitation is effective for Limitation Years beginning after ________.
         [Note: If the Employer does not make an election under (e), the repeal
         is effective for Limitation Years beginning after December 31, 1999.]

CODE SS.415(e) LIMITATION. To the extent necessary to satisfy the limitation
under Plan Section 3.17 for Limitation Years beginning prior to the repeal of
Code ss.415(e), the Employer will reduce: (Choose one of (f) or (g))

[ ]      (f)      The Participant's projected annual benefit under the defined
         benefit plan.

[ ]      (g)      The Employer's contribution or allocation on behalf of the
         Participant to the defined contribution plan and then, if necessary,
         the Participant's projected annual benefit under the defined benefit
         plan.

COORDINATION WITH TOP-HEAVY MINIMUM ALLOCATION. The Plan Administrator will
apply the top-heavy minimum allocation provisions of Article XII with the
following modifications: (Choose (h) or choose (i) or (j) or both as applicable)

[ ]      (h)      No modifications.

[ ]      (i)      For Non-Key Employees participating only in this Plan, the
         top-heavy minimum allocation is the minimum allocation determined by
         substituting _____% (not less than 4%) for "3%," except: (Choose one
         of (1) or (2))

         [ ]      (1)      No exceptions.

         [ ]      (2)      Plan Years in which the top-heavy ratio exceeds 90%.

[ ]      (j)      For Non-Key Employees also participating in the defined
         benefit plan, the top-heavy minimum is: (Choose one of (1) or (2))

         [ ]      (1)      5% of Compensation irrespective of the contribution
                  rate of any Key Employee: (Choose one of a. or b.)

                  [ ]      a.       No exceptions.

                  [ ]      b.       Substituting "7 1/2%" for "5%" if the top-
                           heavy ratio does not exceed 90%.

         [ ]      (2)      0%. [Note: The defined benefit plan must satisfy the
                  top-heavy minimum benefit requirement for these Non-Key
                  Employees.]


                                       21
<PAGE>

ACTUARIAL ASSUMPTIONS FOR TOP-HEAVY CALCULATION. To determine the top-heavy
ratio, the Plan Administrator will use the following interest rate and
mortality assumptions to value accrued benefits under a defined benefit plan:
____________.


                                       22
<PAGE>

                        CHECKLIST OF EMPLOYER INFORMATION
                      AND EMPLOYER ADMINISTRATIVE ELECTIONS

COMMENCING WITH THE 2003 PLAN YEAR

         The Prototype Plan permits the Employer to make certain administrative
elections not reflected in the Adoption Agreement. This form lists those
administrative elections and provides a means of recording the Employer's
elections. This checklist is not part of the Plan document.

37.      EMPLOYER INFORMATION.

         Bank of Granite
         ----------------------------------------------------------------------
         [Employer Name]

         56 North Main Street
         ----------------------------------------------------------------------
         [Address]

         Granite Falls, North Carolina 28630             828-496-2070
         --------------------------------------          ----------------------
         [City, State and Zip Code]                      [Telephone Number]

38.      FORM OF BUSINESS.

<TABLE>
         <S>                                                             <C>
         (a)      [X]      Corporation                                   (b)     [ ]      S Corporation
         (c)      []       Limited Liability Company                     (d)     [ ]      Sole Proprietorship
         (e)      []       Partnership                                   (f)     [ ]      _________
</TABLE>

39.      SECTION 1.07(F) - NONDISCRIMINATORY DEFINITION OF COMPENSATION. When
testing nondiscrimination under the Plan, the Plan permits the Employer to make
elections regarding the definition of Compensation. [Note: This election solely
is for purposes of nondiscrimination testing. The election does not affect the
Employer's elections under Section 1.07 which apply for purposes of allocating
Employer contributions and Participant forfeitures.]

         (a)      [X]      The Plan will "gross up" Compensation for Elective
                  Contributions.

         (b)      [ ]      The Plan will exclude Elective Contributions.

40.      SECTION 4.04 - ROLLOVER CONTRIBUTIONS.

         (a)      [ ]      The Plan accepts rollover contributions.

         (b)      [X]      The Plan does NOT accept rollover contributions.

41.      SECTION 8.06 - PARTICIPANT DIRECTION OF INVESTMENT/404(c). The Plan
authorizes Participant direction of investment with Trustee consent. If the
Trustee permits Participant direction of investment, the Employer and the
Trustee should adopt a policy which establishes the applicable conditions and
limitations, including whether they intend the Plan to comply with ERISA
ss.404(c).

         (a)      [X]      The Plan permits Participant direction of investment
                  and is a 404(c) plan.

         (b)      [ ]      The Plan does NOT permit Participant direction of
                  investment or is a non-404(c) plan.

42.      SECTION 9.04[A] - PARTICIPANT LOANS. The Plan authorizes the Plan
Administrator to adopt a written loan policy to permit Participant loans.

         (a)      [ ]      The Plan permits Participant loans subject to the
                           following conditions:

                  (1)      [ ]      Minimum loan amount: $_______.

                  (2)      [ ]      Maximum number of outstanding loans: _____.

                  (3)      [ ]      Reasons for which a Participant may
                                    request a loan:

                           a.       [ ]      Any purpose.

                           b.       [ ]      Hardship events.

                           c.       [ ]      Other: ___________.

                  (4)      [ ]      Suspension of loan repayments:

                           a.       [ ]      Not permitted.

                           b.       [ ]      Permitted for non-military leave of
                                             absence.

                           c.       [ ]      Permitted for military service
                                             leave of absence.

                  (5)      [ ]      The Participant must be a party in interest.

         (b)      [X]      The Plan does NOT permit Participant loans.

43.      SECTION 11.01 - LIFE INSURANCE. The Plan with Employer approval
authorizes the Trustee to acquire life insurance.

         (a)      [ ]      The Plan will invest in life insurance contracts.

         (b)      [X]      The Plan will NOT invest in life insurance contracts.

44.      SURETY BOND COMPANY: Progressive. Surety bond amount: $6,000,000.00


                                       23
<PAGE>

                                     EGTRRA
                                AMENDMENT TO THE

                                 BANK OF GRANITE
               EMPLOYEE'S PROFIT SHARING RETIREMENT PLAN AND TRUST


<PAGE>

EGTRRA - EMPLOYER

                                    ARTICLE I
                                    PREAMBLE

1.1      Adoption and effective date of amendment. This amendment of the plan is
         adopted to reflect certain provisions of the Economic Growth and Tax
         Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is
         intended as good faith compliance with the requirements of EGTRRA and
         is to be construed in accordance with EGTRRA and guidance issued
         thereunder. Except as otherwise provided, this amendment shall be
         effective as of the first day of the first plan year beginning after
         December 31, 2001.

1.2      Supersession of inconsistent provisions. This amendment shall supersede
         the provisions of the plan to the extent those provisions are
         inconsistent with the provisions of this amendment.

                                   ARTICLE II
                          ADOPTION AGREEMENT ELECTIONS

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

         THE QUESTIONS IN THIS ARTICLE II ONLY NEED TO BE COMPLETED IN ORDER TO
         OVERRIDE THE DEFAULT PROVISIONS SET FORTH BELOW. IF ALL OF THE DEFAULT
         PROVISIONS WILL APPLY, THEN THESE QUESTIONS SHOULD BE SKIPPED.

         UNLESS THE EMPLOYER ELECTS OTHERWISE IN THIS ARTICLE II, THE FOLLOWING
         DEFAULTS APPLY:

         1)       THE VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS WILL BE A 6
                  YEAR GRADED SCHEDULE (IF THE PLAN CURRENTLY HAS A GRADED
                  SCHEDULE THAT DOES NOT SATISFY EGTRRA) OR A 3 YEAR CLIFF
                  SCHEDULE (IF THE PLAN CURRENTLY HAS A CLIFF SCHEDULE THAT DOES
                  NOT SATISFY EGTRRA), AND SUCH SCHEDULE WILL APPLY TO ALL
                  MATCHING CONTRIBUTIONS (EVEN THOSE MADE PRIOR TO 2002).

         2)       ROLLOVERS ARE AUTOMATICALLY EXCLUDED IN DETERMINING WHETHER
                  THE $5,000 THRESHOLD HAS BEEN EXCEEDED FOR AUTOMATIC CASH-OUTS
                  (IF THE PLAN IS NOT SUBJECT TO THE QUALIFIED JOINT AND
                  SURVIVOR ANNUITY RULES AND PROVIDES FOR AUTOMATIC CASH-OUTS).
                  THIS IS APPLIED TO ALL PARTICIPANTS REGARDLESS OF WHEN THE
                  DISTRIBUTABLE EVENT OCCURRED.

         3)       THE SUSPENSION PERIOD AFTER A HARDSHIP DISTRIBUTION IS MADE
                  WILL BE 6 MONTHS AND THIS WILL ONLY APPLY TO HARDSHIP
                  DISTRIBUTIONS MADE AFTER 2001.

         4)       CATCH-UP CONTRIBUTIONS WILL BE ALLOWED.

         5)       FOR TARGET BENEFIT PLANS, THE INCREASED COMPENSATION LIMIT OF
                  $200,000 WILL BE APPLIED RETROACTIVELY (I.E., TO YEARS PRIOR
                  TO 2002).

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

2.1      VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS

         If there are matching contributions subject to a vesting schedule that
         does not satisfy EGTRRA, then unless otherwise elected below, for
         participants who complete an hour of service in a plan year beginning
         after December 31, 2001, the following vesting schedule will apply to
         all matching contributions subject to a vesting schedule:

         If the plan has a graded vesting schedule (i.e., the vesting schedule
         includes a vested percentage that is more than 0% and less than 100%)
         the following will apply:

<TABLE>
<CAPTION>
                           Years of vesting service           Nonforfeitable percentage
                           <S>                                <C>
                                    2                                   20%
                                    3                                   40%
                                    4                                   60%
                                    5                                   80%
                                    6                                  100%
</TABLE>

         If the plan does not have a graded vesting schedule, then matching
         contributions will be nonforfeitable upon the completion of 3 years of
         vesting service.

         In lieu of the above vesting schedule, the employer elects the
         following schedule:

         a.       [ ]      3 year cliff (a participant's accrued benefit
                           derived from employer matching contributions shall be
                           nonforfeitable upon the participant's completion of
                           three years of vesting service).

         b.       [ ]      6 year graded schedule (20% after 2 years of vesting
                           service and an additional 20% for each year
                           thereafter).

         c.       [ ]      Other (must be at least as liberal as a. or the b.
                           above):


                                       1
<PAGE>

EGTRRA - EMPLOYER

<TABLE>
<CAPTION>
                           Years of vesting service           Nonforfeitable percentage
                           <S>                                <C>
                               --------                           ---------%
                               --------                           ---------%
                               --------                           ---------%
                               --------                           ---------%
                               --------                           ---------%
</TABLE>

         The vesting schedule set forth herein shall only apply to participants
         who complete an hour of service in a plan year beginning after December
         31, 2001, and, unless the option below is elected, shall apply to ALL
         matching contributions subject to a vesting schedule.

         d.       [ ]      The vesting schedule will only apply to matching
         contributions made in plan years beginning after December 31, 2001 (the
         prior schedule will apply to matching contributions made in prior plan
         years).

2.2      EXCLUSION OF ROLLOVERS IN APPLICATION OF INVOLUNTARY CASH-OUT
         PROVISIONS (FOR PROFIT SHARING AND 401(k) PLANS ONLY). If the plan is
         not subject to the qualified joint and survivor annuity rules and
         includes involuntary cash-out provisions, then unless one of the
         options below is elected, effective for distributions made after
         December 31, 2001, rollover contributions will be excluded in
         determining the value of the participant's nonforfeitable account
         balance for purposes of the plan's involuntary cash-out rules.

         a.       [ ]      Rollover contributions will not be excluded.

         b.       [ ]      Rollover contributions will be excluded only with
                           respect to distributions made after ________________.
                           (Enter a date no earlier than December 31, 2001.)

         c.       [ ]      Rollover contributions will only be excluded with
                           respect to participants who separated from service
                           after _____________. (Enter a date. The date may be
                           earlier than December 31, 2001.)

2.3      SUSPENSION PERIOD OF HARDSHIP DISTRIBUTIONS. If the plan provides for
         hardship distributions upon satisfaction of the safe harbor (deemed)
         standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv),
         then, unless the option below is elected, the suspension period
         following a hardship distribution shall only apply to hardship
         distributions made after December 31, 2001.

                  [ ]      With regard to hardship distributions made during
                           2001, a participant shall be prohibited from making
                           elective deferrals and employee contributions under
                           this and all other plans until the later of January
                           1, 2002, or 6 months after receipt of the
                           distribution.

2.4      CATCH-UP CONTRIBUTIONS (FOR 401(k) PROFIT SHARING PLANS ONLY): The plan
         permits catch-up contributions (Article VI) unless the option below is
         elected.

                  [X]      The plan does not permit catch-up contributions to be
                           made.

2.5      FOR TARGET BENEFIT PLANS ONLY: The increased compensation limit
         ($200,000 limit) shall apply to years prior to 2002 unless the option
         below is elected.

                  [ ]      The increased compensation limit will not apply to
                           years prior to 2002.

                                   ARTICLE III
                        VESTING OF MATCHING CONTRIBUTIONS

3.1      Applicability. This Article shall apply to participants who complete an
         Hour of Service after December 31, 2001, with respect to accrued
         benefits derived from employer matching contributions made in plan
         years beginning after December 31, 2001. Unless otherwise elected by
         the employer in Section 2.1 above, this Article shall also apply to all
         such participants with respect to accrued benefits derived from
         employer matching contributions made in plan years beginning prior to
         January 1, 2002.

3.2      Vesting schedule. A participant's accrued benefit derived from employer
         matching contributions shall vest as provided in Section 2.1 of this
         amendment.

                                   ARTICLE IV
                              INVOLUNTARY CASH-OUTS

4.1      Applicability and effective date. If the plan provides for involuntary
         cash-outs of amounts less than $5,000, then unless otherwise elected in
         Section 2.2 of this amendment, this Article shall apply for
         distributions made after December 31, 2001, and shall apply to all
         participants. However, regardless of the preceding, this Article shall
         not apply if the plan is subject to the qualified joint and survivor
         annuity requirements of Sections 401(a)(11) and 417 of the Code.

4.2      Rollovers disregarded in determining value of account balance for
         involuntary distributions. For purposes of the Sections of the plan
         that provide for the involuntary distribution of vested accrued
         benefits of $5,000 or less, the value of a participant's nonforfeitable
         account balance shall be determined without regard to that portion of
         the account


                                       2
<PAGE>

EGTRRA - EMPLOYER

         balance that is attributable to rollover contributions (and earnings
         allocable thereto) within the meaning of Sections 402(c), 403(a)(4),
         403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value
         of the participant's nonforfeitable account balance as so determined is
         $5,000 or less, then the plan shall immediately distribute the
         participant's entire nonforfeitable account balance.

                                    ARTICLE V
                             HARDSHIP DISTRIBUTIONS

5.1      Applicability and effective date. If the plan provides for hardship
         distributions upon satisfaction of the safe harbor (deemed) standards
         as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this
         Article shall apply for calendar years beginning after 2001.

5.2      Suspension period following hardship distribution. A participant who
         receives a distribution of elective deferrals after December 31, 2001,
         on account of hardship shall be prohibited from making elective
         deferrals and employee contributions under this and all other plans of
         the employer for 6 months after receipt of the distribution.
         Furthermore, if elected by the employer in Section 2.3 of this
         amendment, a participant who receives a distribution of elective
         deferrals in calendar year 2001 on account of hardship shall be
         prohibited from making elective deferrals and employee contributions
         under this and all other plans until the later of January 1, 2002, or 6
         months after receipt of the distribution.

                                   ARTICLE VI
                             CATCH-UP CONTRIBUTIONS

Catch-up Contributions. Unless otherwise elected in Section 2.4 of this
amendment, all employees who are eligible to make elective deferrals under this
plan and who have attained age 50 before the close of the plan year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The plan shall not be treated as failing to satisfy the provisions of the plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.

                                   ARTICLE VII
                         INCREASE IN COMPENSATION LIMIT

Increase in Compensation Limit. The annual compensation of each participant
taken into account in determining allocations for any plan year beginning after
December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Section 401(a)(17)(B) of the Code. Annual
compensation means compensation during the plan year or such other consecutive
12-month period over which compensation is otherwise determined under the plan
(the determination period). If this is a target benefit plan, then except as
otherwise elected in Section 2.5 of this amendment, for purposes of determining
benefit accruals in a plan year beginning after December 31, 2001, compensation
for any prior determination period shall be limited to $200,000. The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year.

                                  ARTICLE VIII
                                   PLAN LOANS

Plan loans for owner-employees or shareholder-employees. If the plan permits
loans to be made to participants, then effective for plan loans made after
December 31, 2001, plan provisions prohibiting loans to any owner-employee or
shareholder-employee shall cease to apply.

                                   ARTICLE IX
              LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)

9.1      Effective date. This Section shall be effective for limitation years
         beginning after December 31, 2001.

9.2      Maximum annual addition. Except to the extent permitted under Article
         VI of this amendment and Section 414(v) of the Code, if applicable, the
         annual addition that may be contributed or allocated to a participant's
         account under the plan for any limitation year shall not exceed the
         lesser of:

         a.       $40,000, as adjusted for increases in the cost-of-living under
                  Section 415(d) of the Code, or

         b.       100 percent of the participant's compensation, within the
                  meaning of Section 415(c)(3) of the Code, for the limitation
                  year.


                                       3
<PAGE>

EGTRRA - EMPLOYER

         The compensation limit referred to in b. shall not apply to any
         contribution for medical benefits after separation from service (within
         the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which
         is otherwise treated as an annual addition.

                                    ARTICLE X
                         MODIFICATION OF TOP-HEAVY RULES

10.1     Effective date. This Article shall apply for purposes of determining
         whether the plan is a top-heavy plan under Section 416(g) of the Code
         for plan years beginning after December 31, 2001, and whether the plan
         satisfies the minimum benefits requirements of Section 416(c) of the
         Code for such years. This Article amends the top-heavy provisions of
         the plan.

10.2     Determination of top-heavy status.

10.2.1   Key employee. Key employee means any employee or former employee
         (including any deceased employee) who at any time during the plan year
         that includes the determination date was an officer of the employer
         having annual compensation greater than $130,000 (as adjusted under
         Section 416(i)(1) of the Code for plan years beginning after December
         31, 2002), a 5-percent owner of the employer, or a 1-percent owner of
         the employer having annual compensation of more than $150,000. For this
         purpose, annual compensation means compensation within the meaning of
         Section 415(c)(3) of the Code. The determination of who is a key
         employee will be made in accordance with Section 416(i)(1) of the Code
         and the applicable regulations and other guidance of general
         applicability issued thereunder.

10.2.2   Determination of present values and amounts. This Section 10.2.2 shall
         apply for purposes of determining the present values of accrued
         benefits and the amounts of account balances of employees as of the
         determination date.

         a.       Distributions during year ending on the determination date.
                  The present values of accrued benefits and the amounts of
                  account balances of an employee as of the determination date
                  shall be increased by the distributions made with respect to
                  the employee under the plan and any plan aggregated with the
                  plan under Section 416(g)(2) of the Code during the 1-year
                  period ending on the determination date. The preceding
                  sentence shall also apply to distributions under a terminated
                  plan which, had it not been terminated, would have been
                  aggregated with the plan under Section 416(g)(2)(A)(i) of the
                  Code. In the case of a distribution made for a reason other
                  than separation from service, death, or disability, this
                  provision shall be applied by substituting "5-year period" for
                  "1-year period."

         b.       Employees not performing services during year ending on the
                  determination date. The accrued benefits and accounts of any
                  individual who has not performed services for the employer
                  during the 1-year period ending on the determination date
                  shall not be taken into account.

10.3     Minimum benefits.

10.3.1   Matching contributions. Employer matching contributions shall be taken
         into account for purposes of satisfying the minimum contribution
         requirements of Section 416(c)(2) of the Code and the plan. The
         preceding sentence shall apply with respect to matching contributions
         under the plan or, if the plan provides that the minimum contribution
         requirement shall be met in another plan, such other plan. Employer
         matching contributions that are used to satisfy the minimum
         contribution requirements shall be treated as matching contributions
         for purposes of the actual contribution percentage test and other
         requirements of Section 401(m) of the Code.

10.3.2   Contributions under other plans. The employer may provide, in an
         addendum to this amendment, that the minimum benefit requirement shall
         be met in another plan (including another plan that consists solely of
         a cash or deferred arrangement which meets the requirements of Section
         401(k)(12) of the Code and matching contributions with respect to which
         the requirements of Section 401(m)(11) of the Code are met). The
         addendum should include the name of the other plan, the minimum benefit
         that will be provided under such other plan, and the employees who will
         receive the minimum benefit under such other plan.

                                   ARTICLE XI
                                DIRECT ROLLOVERS

11.1     Effective date. This Article shall apply to distributions made after
         December 31, 2001.

11.2     Modification of definition of eligible retirement plan. For purposes of
         the direct rollover provisions of the plan, an eligible retirement plan
         shall also mean an annuity contract described in Section 403(b) of the
         Code and an eligible plan under Section 457(b) of the Code which is
         maintained by a state, political subdivision of a state, or any agency
         or instrumentality of a state or political subdivision of a state and
         which agrees to separately account for amounts transferred into such
         plan from this plan. The definition of eligible retirement plan shall
         also apply in the case of a distribution to a surviving spouse, or to a
         spouse or former spouse who is the alternate payee under a qualified
         domestic relation order, as defined in Section 414(p) of the Code.


                                       4
<PAGE>

EGTRRA - EMPLOYER

11.3     Modification of definition of eligible rollover distribution to exclude
         hardship distributions. For purposes of the direct rollover provisions
         of the plan, any amount that is distributed on account of hardship
         shall not be an eligible rollover distribution and the distributee may
         not elect to have any portion of such a distribution paid directly to
         an eligible retirement plan.

11.4     Modification of definition of eligible rollover distribution to include
         after-tax employee contributions. For purposes of the direct rollover
         provisions in the plan, a portion of a distribution shall not fail to
         be an eligible rollover distribution merely because the portion
         consists of after-tax employee contributions which are not includible
         in gross income. However, such portion may be transferred only to an
         individual retirement account or annuity described in Section 408(a) or
         (b) of the Code, or to a qualified defined contribution plan described
         in Section 401(a) or 403(a) of the Code that agrees to separately
         account for amounts so transferred, including separately accounting for
         the portion of such distribution which is includible in gross income
         and the portion of such distribution which is not so includible.

                                   ARTICLE XII
                           ROLLOVERS FROM OTHER PLANS

Rollovers from other plans. The employer, operationally and on a
nondiscriminatory basis, may limit the source of rollover contributions that may
be accepted by this plan.

                                  ARTICLE XIII
                           REPEAL OF MULTIPLE USE TEST

Repeal of Multiple Use Test. The multiple use test described in Treasury
Regulation Section 1.401(m)-2 and the plan shall not apply for plan years
beginning after December 31, 2001.

                                   ARTICLE XIV
                               ELECTIVE DEFERRALS

14.1     Elective Deferrals - Contribution Limitation. No participant shall be
         permitted to have elective deferrals made under this plan, or any other
         qualified plan maintained by the employer during any taxable year, in
         excess of the dollar limitation contained in Section 402(g) of the Code
         in effect for such taxable year, except to the extent permitted under
         Article VI of this amendment and Section 414(v) of the Code, if
         applicable.

14.2     Maximum Salary Reduction Contributions for SIMPLE plans. If this is a
         SIMPLE 401(k) plan, then except to the extent permitted under Article
         VI of this amendment and Section 414(v) of the Code, if applicable, the
         maximum salary reduction contribution that can be made to this plan is
         the amount determined under Section 408(p)(2)(A)(ii) of the Code for
         the calendar year.

                                   ARTICLE XV
                           SAFE HARBOR PLAN PROVISIONS

Modification of Top-Heavy Rules. The top-heavy requirements of Section 416 of
the Code and the plan shall not apply in any year beginning after December 31,
2001, in which the plan consists solely of a cash or deferred arrangement which
meets the requirements of Section 401(k)(12) of the Code and matching
contributions with respect to which the requirements of Section 401(m)(11) of
the Code are met.

                                   ARTICLE XVI
                    DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT

16.1     Effective date. This Article shall apply for distributions and
         transactions made after December 31, 2001, regardless of when the
         severance of employment occurred.

16.2     New distributable event. A participant's elective deferrals, qualified
         nonelective contributions, qualified matching contributions, and
         earnings attributable to these contributions shall be distributed on
         account of the participant's severance from employment. However, such a
         distribution shall be subject to the other provisions of the plan
         regarding distributions, other than provisions that require a
         separation from service before such amounts may be distributed.


                                       5
<PAGE>

EGTRRA - EMPLOYER

This amendment has been executed this 20 day
of December, 2002.

Name of Employer: Bank of Granite



By: /s/ Kim T. Hutchens
   --------------------------------
              EMPLOYER

Name of Plan: Bank of Granite Employee's Profit Sharing Retirement Plan and
Trust


                                       6
<PAGE>


                                 ADDENDUM "A" TO
                               THE BANK OF GRANITE
                    EMPLOYEE'S PROFIT SHARING PLAN AND TRUST

By incorporation of the Wachovia Bank, National Association (formerly First
Union National Bank) Defined Contribution Master Plan and Trust Agreement and
the Non-Standardized Profit Sharing Plan Adoption Agreement (collectively, the
"Wachovia Plan"), Bank of Granite (the "Employer") has adopted, for the benefit
if its eligible employees, the Bank of Granite Employee's Profit Sharing Plan
and Trust (the "Plan"). In accordance with Plan section 7.12 and as otherwise
authorized by the Plan, the Employer hereby adopts this Addendum to its Adoption
Agreement, and the Employer intends that this Addendum shall permit the Employer
to continue to participant under the Wachovia Plan.

WACHOVIA BANK, NATIONAL ASSOCIATION (F/K/A FIRST UNION NATIONAL BANK) WAS
APPOINTED AS SUCCESSOR TRUSTEE OF THE PLAN EFFECTIVE OCTOBER 15, 2002.

TRUSTEE UNDER SECTION 1.33(b) Nondiscretionary Trustee is effective January 1,
2003;

PLAN ENTRY DATE UNDER SECTION 2.01(k) AND 2.01(o) are effective January 1, 2003;

DEFERRAL CONTRIBUTIONS AND ALLOCATIONS UNDER SECTION 3.01(a), 3.02(a)(1),
3.02(a)(2), AND 3.02(a)(4) are effective as of January 1, 2003;

EMPLOYEE (AFTER TAX) CONTRIBUTIONS UNDER SECTION 4.02(a) is effective January 1,
2003;

VESTING REQUIREMENTS UNDER SECTION 5.01 is effective January 1, 2003.

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE UNDER SECTION 6.01(l)(1)
is effective January 1, 2003; and

VALUATION OF TRUST UNDER SECTION 10.15(a) is effective January 1, 2003.
<PAGE>






                       WACHOVIA BANK, NATIONAL ASSOCIATION
               DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT














<PAGE>



                                TABLE OF CONTENTS



<TABLE>
<S>                                                                           <C>
ARTICLE I, DEFINITIONS
1.01 Account ...............................................................    1
1.02 Account Balance or Accrued Benefit ....................................    1
1.03 Accounting Date .......................................................    1
1.04 Adoption Agreement ....................................................    1
1.05 Beneficiary ...........................................................    1
1.06 Code ..................................................................    1
1.07 Compensation ..........................................................    1
1.08 Disability ............................................................    2
1.09 Earned Income .........................................................    2
1.10 Effective Date ........................................................    3
1.11 Employee ..............................................................    3
1.12 Employer ..............................................................    3
1.13 ERISA .................................................................    3
1.14 Highly Compensated Employee ...........................................    3
1.15 Hour of Service .......................................................    3
1.16 Leased Employee .......................................................    4
1.17 Nonhighly Compensated Employee ........................................    5
1.18 Nontransferable Annuity ...............................................    5
1.19 Paired Plans ..........................................................    5
1.20 Participant ...........................................................    5
1.21 Plan ..................................................................    5
1.22 Plan Administrator ....................................................    5
1.23 Plan Entry Date .......................................................    5
1.24 Plan Year .............................................................    5
1.25 Protected Benefit .....................................................    5
1.26 Related Group/Related Employer ........................................    5
1.27 Self-Employed Individual / Owner-Employee/ Shareholder-Employee .......    6
1.28 Separation from Service ...............................................    6
1.29 Service ...............................................................    6
1.30 Service with a Predecessor Employer ...................................    6
1.31 Trust .................................................................    6
1.32 Trust Fund ............................................................    6
1.33 Trustee ...............................................................    6
1.34 Vested ................................................................    6
ARTICLE II, ELIGIBILITY AND PARTICIPATION
2.01 Eligibility ...........................................................    7
2.02 Age and Service Conditions ............................................    7
2.03 Break in Service - Participation ......................................    7
2.04 Participation upon Re-employment ......................................    8
2.05 Change in Employment Status ...........................................    8
2.06 Election Not to Participate ...........................................    8
ARTICLE III, EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.01 Employer Contributions ................................................    9
3.02 Deferral Contributions ................................................    9
3.03 Matching Contributions ................................................    9
3.04 Employer Contribution Allocation ......................................    9
3.05 Forfeiture Allocation .................................................   11
3.06 Allocation Conditions .................................................   12
3.07 Annual Additions Limitation ...........................................   13
3.08 Estimating Compensation ...............................................   13
3.09 Determination Based on Actual Compensation ............................   13
3.10 Disposition of Allocated Excess Amount ................................   13
3.11 Combined Plans Annual Additions Limitation ............................   14
3.12 Estimating Compensation ...............................................   14
3.13 Determination Based on Actual Compensation ............................   14
3.14 Ordering of Annual Addition Allocations ...............................   14
3.15 Disposition of Allocated Excess Amount Attributable to Plan ...........   14
3.16 Other Defined Contribution Plans Limitation ...........................   14
3.17 Defined Benefit Plan Limitation .......................................   15
3.18 Definitions - Article III .............................................   15
ARTICLE IV, PARTICIPANT CONTRIBUTIONS
4.01 Participant Contributions .............................................   17
4.02 Employee Contributions ................................................   17
4.03 DECs ..................................................................   17
4.04 Rollover Contributions ................................................   17
4.05 Participant Contributions - Vesting ...................................   17
4.06 Participant Contributions - Distribution ..............................   17
4.07 Participant Contributions - Investment and Accounting .................   17
ARTICLE V, VESTING
5.01 Normal/Early Retirement Age ...........................................   18
5.02 Participant Death or Disability .......................................   18
5.03 Vesting Schedule ......................................................   18
5.04 Cash-out Distributions to Partially-Vested Participants/Restoration
      of Forfeited Account Balance .........................................   18
5.05 Accounting for Cash-Out Repayment .....................................   19
5.06 Year of Service - Vesting .............................................   19
5.07 Break in Service and Forfeiture Break in Service - Vesting ............   19
5.08 Included Years of Service - Vesting ...................................   20
5.09 Forfeiture Occurs .....................................................   20
5.10 Rule of Parity - Vesting ..............................................   20
5.11 Amendment to Vesting Schedule .........................................   20
5.12 Deferral Contributions Taken into Account .............................   20
ARTICLE VI, DISTRIBUTIONS
6.01 Timing of Distributions ...............................................   21
6.02 Required Minimum Distributions ........................................   22
6.03 Method of Distribution ................................................   24
6.04 Annuity Distributions to Participants and to Surviving Spouses ........   25
6.05 Waiver Election - QJSA ................................................   26
6.06 Waiver Election - QPSA ................................................   26
6.07 Distributions Under Qualified Domestic Relations Orders (QDRO) ........   26
6.08 Defaulted Loan - Timing of Offset .....................................   27
6.09 Hardship Distribution .................................................   27
6.10 Direct Rollover of Eligible Rollover Distributions ....................   27
6.11 TEFRA Elections .......................................................   28
ARTICLE VII, EMPLOYER ADMINISTRATIVE PROVISIONS
7.01 Information to Plan Administrator .....................................   29
7.02 No Responsibility for Others ..........................................   29
7.03 Indemnity of Certain Fiduciaries ......................................   29
7.04 Employer Direction of Investment ......................................   29
7.05 Evidence ..............................................................   29
7.06 Plan Contributions ....................................................   29
7.07 Employer Action .......................................................   29
7.08 Fiduciaries Not Insurers ..............................................   29
7.09 Plan Terms Binding ....................................................   29
7.10 Word Usage ............................................................   29
7.11 State Law .............................................................   29
7.12 Prototype Plan Status .................................................   29
7.13 Employment Not Guaranteed .............................................   30
ARTICLE VIII, PARTICIPANT ADMINISTRATIVE PROVISIONS
8.01 Beneficiary Designation ...............................................   31
8.02 No Beneficiary Designation/Death of Beneficiary .......................   31
8.03 Assignment or Alienation ..............................................   31
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                           <C>
8.04 Information Available .................................................   31
8.05 Claims Procedure for Denial of Benefits ...............................   32
8.06 Participant Direction of Investment ...................................   32
ARTICLE IX, PLAN ADMINISTRATOR
9.01 Compensation and Expenses .............................................   33
9.02 Resignation and Removal ...............................................   33
9.03 General Powers and Duties .............................................   33
9.04 Plan Loans ............................................................   33
9.05 Funding Policy ........................................................   33
9.06 Individual Accounts ...................................................   33
9.07 Value of Participant's Account Balance ................................   34
9.08 Allocation and Distribution of Net Income, Gain or Loss ...............   34
9.09 Individual Statement ..................................................   35
9.10 Account Charged .......................................................   35
9.11 Lost Participants .....................................................   35
9.12 Plan Correction .......................................................   36
9.13 No Responsibility for Others ..........................................   36
9.14 Notice, Designation, Election, Consent and Waiver .....................   36
ARTICLE X, TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.01 Acceptance ...........................................................   37
10.02 Receipt of Contributions .............................................   37
10.03 Investment Powers ....................................................   37
10.04 Records and Statements ...............................................   40
10.05 Fees and Expenses from Fund ..........................................   40
10.06 Parties to Litigation ................................................   41
10.07 Professional Agents ..................................................   41
10.08 Distribution of Cash or Property .....................................   41
10.09 Participant or Beneficiary Incapacitated .............................   41
10.10 Distribution Directions ..............................................   41
10.11 Third Party Reliance .................................................   41
10.12 Multiple Trustees ....................................................   41
10.13 Resignation and Removal ..............................................   41
10.14 Successor Trustee Acceptance .........................................   42
10.15 Valuation of Trust ...................................................   42
10.16 Limitation on Liability - If Investment Manager, Ancillary
        Trustee or Independent Fiduciary Appointed .........................   42
10.17 Investment in Group Trust Fund .......................................   42
10.18 Appointment of Ancillary Trustee or Independent Fiduciary ............   42
ARTICLE XI, PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY
11.01 Insurance Benefit ....................................................   44
11.02 Limitation on Life Insurance Protection ..............................   44
11.03 Definitions ..........................................................   45
11.04 Dividend Plan ........................................................   45
11.05 Insurance Company Not a Party to Agreement ...........................   45
11.06 No Responsibility for Others .........................................   45
11.07 Duties of Insurance Company ..........................................   45
ARTICLE XII, TOP-HEAVY PROVISIONS
12.01 Determination of Top-Heavy Status ....................................   46
12.02 Definitions ..........................................................   46
12.03 Top-Heavy Minimum Allocation .........................................   47
12.04 Determining Top-Heavy Contribution Rates .............................   47
12.05 Plan Which Will Satisfy Top-Heavy ....................................   47
12.06 Top-Heavy Vesting ....................................................   47
ARTICLE XIII, EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
13.01 Exclusive Benefit ....................................................   48
13.02 Amendment by Employer ................................................   48
13.03 Amendment by Prototype Plan Sponsor ..................................   48
13.04 Plan Termination or Suspension .......................................   49
13.05 Full Vesting on Termination ..........................................   49
13.06 Post Termination Procedure and Distribution ..........................   49
13.07 Merger/Direct Transfer ...............................................   49
ARTICLE XIV, CODE ss.401(k) AND CODE ss.401(m) ARRANGEMENTS
14.01 Application ..........................................................   51
14.02 40l(k) Arrangement ..................................................    51
14.03 Definitions ..........................................................   54
14.04 Matching Contributions/ Employee Contributions .......................   55
14.05 Deferral Deposit Timing/Employer Contribution Status .................   56
14.06 Special Accounting and Allocation Provisions .........................   56
14.07 Annual Elective Deferral Limitation ..................................   57
14.08 Actual Deferral Percentage (ADP) Test ................................   57
14.09 Actual Contribution Percentage (ACP) Test ............................   58
14.10 Multiple Use Limitation ..............................................   60
14.11 Distribution Restrictions ............................................   60
14.12 Special Allocation and Valuation Rules ...............................   61
</TABLE>

                                       ii

<PAGE>




                       WACHOVIA BANK, NATIONAL ASSOCIATION
              DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT
                            BASIC PLAN DOCUMENT # 01



     Wachovia Bank, National Association, in its capacity as Prototype Plan
Sponsor, establishes this Prototype Plan intended to conform to and qualify
under ss.401 and ss.501 of the Internal Revenue Code of 1986, as amended. An
Employer establishes a Plan and Trust under this Prototype Plan by executing an
Adoption Agreement. If the Employer adopts this Plan as a restated Plan in
substitution for, and in amendment of, an existing plan, the provisions of this
Plan, as a restated Plan, apply solely to an Employee whose employment with the
Employer terminates on or after the restated Effective Date of the Plan. If an
Employee's employment with the Employer terminates prior to the restated
Effective Date, that Employee is entitled to benefits under the Plan as the Plan
existed on the date of the Employee's termination of employment.

                                    ARTICLE I
                                  DEFINITIONS

         1.01 "ACCOUNT" means the separate Account(s) which the Plan
Administrator or the Trustee maintains under the Plan for a Participant.

         1.02 "ACCOUNT BALANCE" OR "ACCRUED BENEFIT" means the amount standing
in a Participant's Account(s) as of any date derived from Employer contributions
and from Participant contributions, if any.

         1.03 "ACCOUNTING DATE" means the last day of the Plan Year. The Plan
Administrator will allocate Employer contributions and forfeitures for a
particular Plan Year as of the Accounting Date of that Plan Year, and on such
other dates, if any, as the Plan Administrator determines, consistent with the
Plan's allocation conditions and other provisions.

         1.04 "ADOPTION AGREEMENT" means the document executed by each Employer
adopting this Plan. References to Adoption Agreement within this basic plan
document are to the Adoption Agreement as completed and executed by a particular
Employer unless the context clearly indicates otherwise. An adopting Employer's
Adoption Agreement and this basic plan document together constitute a single
Plan and Trust of the Employer. Each elective provision of the Adoption
Agreement corresponds (by its parenthetical section reference) to the section of
the Plan which grants the election. Each Adoption Agreement offered under this
Plan is either a Nonstandardized Plan or a Standardized Plan, as identified in
that Adoption Agreement. The provisions of this Plan apply in the same manner to
Nonstandardized Plans and to Standardized Plans unless otherwise specified. All
section references within an Adoption Agreement are Adoption Agreement section
references unless the context clearly indicates otherwise.

         1.05 "BENEFICIARY" means a person designated by a Participant or by the
Plan who is or may become entitled to a benefit under the Plan. A Beneficiary
who becomes entitled to a benefit under the Plan remains a Beneficiary under the
Plan until the Trustee has fully distributed to the Beneficiary his/her Plan
benefit. A Beneficiary's right to (and the Plan Administrator's or a Trustee's
duty to provide to the Beneficiary) information or data concerning the Plan does
not arise until the Beneficiary first becomes entitled to receive a benefit
under the Plan.

         1.06 "CODE" means the Internal Revenue Code of 1986, as amended and
includes applicable Treasury regulations.

         1.07 "COMPENSATION" means a Participant's W-2 wages, Code ss.3401(a)
wages, or 415 compensation except, in the case of a Self-Employed Individual,
Compensation means Earned Income as defined in Section 1.09. The Employer in its
Adoption Agreement must specify which definition of Compensation (Section
1.07(A), (B) or (C)) applies under the Plan and any modifications thereto, for
purposes of contribution allocations under Article III.

     Any reference in the Plan to Compensation is a reference to the definition
in this Section 1.07, unless the Plan reference, or the Employer in its Adoption
Agreement, modifies this definition. The Plan Administrator will take into
account only Compensation actually paid during (or as permitted under the Code,
paid for) the relevant period. A Compensation payment includes Compensation paid
by the Employer through another person under the common paymaster provisions in
Code ss.ss.3121 and 3306. Compensation, unless otherwise specified in the
Adoption Agreement, does not include any form of remuneration (including
severance pay and vacation pay) paid to the Participant after the Participant
incurs a Separation from Service.

(A) W-2 WAGES. W-2 wages means wages for federal income tax withholding
purposes, as defined under Code ss.3401(a), plus all other payments to an
Employee in the course of the Employer's trade or business, for which the
Employer must furnish the Employee a written statement under Code ss.ss.6041,
6051 and 6052, but determined without regard to any rules that limit the
remuneration included in wages based on the nature or location of the employment
or services performed (such as the exception for agricultural labor in Code
ss.3401(a)(2)).

(B) CODE SS.3401(A) WAGES. Code ss.3401(a) wages means wages within the meaning
of Code ss.3401(a) for the purposes of income tax withholding at the source, but
determined without regard to any rules that limit the remuneration included in
wages based on the nature or the location of the employment or the services
performed (such as the exception for agricultural labor in Code ss.3401(a)(2)).

(C) CODE SS.415 COMPENSATION (CURRENT INCOME DEFINITION). Code ss.415
compensation means the Employee's wages, salaries, fees for professional service
and other amounts received for personal services actually rendered in the course
of employment with the Employer maintaining the Plan to the extent that the
amounts are includible in gross income (including, but not limited to,
commissions paid salespersons, compensation for services


                                       1
<PAGE>

on the basis of a percentage of profits, commissions on insurance premiums,
tips, bonuses, fringe benefits and reimbursements or other expense allowances
under a nonaccountable plan as described in Treas. Reg. ss.1.62-2(c)).

Code ss.415 compensation does not include:

         (a)      Employer contributions to a plan of deferred compensation to
         the extent the contributions are not included in the gross income of
         the Employee for the taxable year in which contributed, Employer
         contributions on behalf of an Employee to a Simplified Employee Pension
         Plan to the extent such contributions are excludible from the
         Employee's gross income, and any distributions from a plan of deferred
         compensation, regardless of whether such amounts are includible in the
         gross income of the Employee when distributed.

         (b)      Amounts realized from the exercise of a non-qualified stock
         option, or when restricted stock (or property) held by an Employee
         either becomes freely transferable or is no longer subject to a
         substantial risk of forfeiture.

         (c)      Amounts realized from the sale, exchange or other disposition
         of stock acquired under a stock option described in Part II, Subchapter
         D, Chapter 1, Subtitle A of the Code.

         (d)      Other amounts which receive special tax benefits, such as
         premiums for group term life insurance (but only to the extent that the
         premiums are not includible in the gross income of the Employee), or
         contributions made by an Employer (whether or not under a salary
         reduction agreement) toward the purchase of an annuity contract
         described in Code ss.403(b) (whether or not the contributions are
         excludible from the gross income of the Employee).

(D) ELECTIVE CONTRIBUTIONS. Compensation under Sections 1.07(A), 1.07(B) and
1.07(C) includes Elective Contributions unless the Employer in its Adoption
Agreement elects to exclude Elective Contributions. "Elective Contributions" are
amounts excludible from the Employee's gross income under Code ss.ss.125,
132(f)(4), 402(e)(3), 402(h)(2), 403(b), 408(p) or 457, and contributed by the
Employer, at the Employee's election, to a cafeteria plan, a qualified
transportation fringe benefit plan, a 401(k) arrangement, a SARSEP, a
tax-sheltered annuity, a SIMPLE plan or a Code ss.457 plan. Notwithstanding the
preceding sentence, amounts described in ss.132(f)(4) are not Elective
Contributions until Plan Years beginning on or after January 1, 2001, unless the
Plan Administrator operationally has included such amounts effective as of an
earlier Plan Year beginning no earlier than January 1, 1998.

(E) COMPENSATION DOLLAR LIMITATION. For any Plan Year, the Plan Administrator in
allocating contributions under Article III or in testing the Plan for
nondiscrimination, cannot take into account more than $150,000 (or such larger
or smaller amount as the Commissioner of Internal Revenue may prescribe) of any
Participant's Compensation. Notwithstanding the foregoing, an Employee under a
401(k) arrangement may make elective deferrals with respect to Compensation
which exceeds the Plan Year Compensation limitation, provided such deferrals
otherwise satisfy Code ss.402(g) and other applicable limitations.

(F) NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.07, except: (1) the Employer annually
may elect operationally to include or to exclude Elective Contributions,
irrespective of the Employer's election in its Adoption Agreement regarding
Elective Contributions; and (2) the Plan Administrator will disregard any
elections made in the "modifications to Compensation definition" section of
Adoption Agreement Section 1.07. The Employer's election described in clause (1)
must be consistent and uniform with respect to all Employees and all plans of
the Employer for any particular Plan Year. The Employer, irrespective of clause
(2), may elect to exclude from this nondiscrimination definition of Compensation
any items of Compensation excludible under Code ss.414(s) and the applicable
Treasury regulations, provided such adjusted definition conforms to the
nondiscrimination requirements of those regulations. Furthermore, for
nondiscrimination purposes, including the computation of an Employee's actual
deferral percentage ("ADP") or actual contribution percentage ("ACP"), the Plan
Administrator may limit Compensation taken into account to Compensation received
only for the portion of the Plan Year in which the Employee was a Participant
and only for the portion of the Plan Year in which the Plan or the 401(k)
arrangement was in effect.

         1.08 "DISABILITY" means the Participant, because of a physical or
mental disability, will be unable to perform the duties of his/her customary
position of employment (or is unable to engage in any substantial gainful
activity) for an indefinite period which the Plan Administrator considers will
be of long continued duration. A Participant also is disabled if he/she incurs
the permanent loss or loss of use of a member or function of the body, or is
permanently disfigured, and incurs a Separation from Service. A Participant is
disabled on the date the Plan Administrator determines the Participant satisfies
the definition of Disability. The Plan Administrator may require a Participant
to submit to a physical examination in order to confirm Disability. The Plan
Administrator will apply the provisions of this Section 1.08 in a
nondiscriminatory, consistent and uniform manner. The Employer may provide an
alternative definition of Disability in an Addendum to its Adoption Agreement.

         1.09 "EARNED INCOME" means net earnings from self-employment in the
trade or business with respect to which the Employer has established the Plan,
provided personal services of the Self-Employed Individual are a material income
producing factor. The Plan Administrator will determine net earnings without
regard to items excluded from gross income and the deductions allocable to those
items. The Plan Administrator will determine net earnings after the deduction
allowed to the Self-Employed Individual for all contributions made by the
Employer to a qualified plan and after the deduction allowed to the
Self-Employed Individual under Code ss.164(f) for self-employment taxes.


                                       2
<PAGE>
         1.10 "EFFECTIVE DATE" of this Plan is the date specified in the
Adoption Agreement unless otherwise for a specified purpose provided within this
basic plan document or within (as part of the Adoption Agreement) a
Participation Agreement, an Addendum, or within Appendices A or B.

         1.11 "EMPLOYEE" means any common law employee, Self-Employed
Individual, Leased Employee or other person the Code treats as an employee of
the Employer for purposes of the Employer's qualified plan. The Employer in its
Adoption Agreement must elect or specify any Employee, or class of Employees,
not eligible to participate in the Plan (an "excluded Employee").

(A) COLLECTIVE BARGAINING EMPLOYEES. If the Employer elects in its Adoption
Agreement to exclude collective bargaining Employees from eligibility to
participate, the exclusion applies to any Employee included in a unit of
Employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, if: (1) retirement benefits were the subject of good faith
bargaining; and (2) two percent or less of the employees covered by the
agreement are "professionals" as defined in Treas. Reg. ss. 1.410(b)-9, unless
the collective bargaining agreement requires the Employee to be included within
the Plan. The term "employee representatives" does not include any organization
more than half the members of which are owners, officers, or executives of the
Employer.

(B) NONRESIDENT ALIENS. If the Employer elects in its Adoption Agreement to
exclude nonresident aliens from eligibility to participate, the exclusion
applies to any nonresident alien Employee who does not receive any earned
income, as defined in Code ss. 911(d)(2), from the Employer which constitutes
United States source income, as defined in Code ss. 861(a)(3).

(C) RECLASSIFIED EMPLOYEES. If the Employer elects in its Adoption Agreement to
exclude reclassified Employees from eligibility to participate, the exclusion
applies to any person the Employer does not treat as an Employee (including, but
not limited to, independent contractors, persons the Employer pays outside of
its payroll system and out-sourced workers) for federal income tax withholding
purposes under Code ss. 3401(a), but for whom there is a binding determination
the individual is an Employee or a Leased Employee of the Employer.

         1.12 "EMPLOYER" means each employer who establishes a Plan under this
Prototype Plan by executing an Adoption Agreement and includes to the extent
described in Section 1.26 a Related Employer and a Participating Employer. The
Employer for purposes of acting as Plan Administrator, making Plan amendments,
terminating the Plan or performing other ERISA settlor functions, means the
signatory Employer to the Adoption Agreement Execution Page and does not include
any Related Employer or Participating Employer.

         1.13 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and includes applicable Department of Labor regulations.

         1.14 "HIGHLY COMPENSATED EMPLOYEE" means an Employee who:

         (a)      during the Plan Year or during the preceding Plan Year, is a
         more than 5% owner of the Employer (applying the constructive ownership
         rules of Code ss. 318, and applying the principles of Code ss. 318, for
         an unincorporated entity); or

         (b)      during the preceding Plan Year had Compensation in excess of
         $80,000 (as adjusted by the Commissioner of Internal Revenue for the
         relevant year) and, if the Employer under its Adoption Agreement
         Appendices A or B, makes the top-paid group election, was part of the
         top-paid 20% group of Employees (based on Compensation for the
         preceding Plan Year).

     For purposes of this Section 1.14, "Compensation" means Compensation as
defined in Section 1.07, except any exclusions from Compensation the Employer
elects in Adoption Agreement Section 1.07 do not apply, and Compensation
specifically includes Elective Contributions. The Plan Administrator must make
the determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of the top-paid 20% group, consistent
with Code ss. 414(q) and regulations issued under that Code section. The
Employer in its Adoption Agreement Appendices A or B may make a calendar year
data election to determine the Highly Compensated Employees for the Plan Year,
as prescribed by Treasury regulations or by other guidance published in the
Internal Revenue Bulletin. A calendar year data election must apply to all plans
of the Employer which reference the highly compensated employee definition in
Code ss. 414(q). For purposes of this Section 1.14, if the current Plan Year is
the first year of the Plan, then the term "preceding Plan Year" means the
12-consecutive month period immediately preceding the current Plan Year.

     1.15 "HOUR OF SERVICE" means:

         (a)      Each Hour of Service for which the Employer, either directly
         or indirectly, pays an Employee, or for which the Employee is entitled
         to payment, for the performance of duties. The Plan Administrator
         credits Hours of Service under this Paragraph (a) to the Employee for
         the computation period in which the Employee performs the duties,
         irrespective of when paid;

         (b)      Each Hour of Service for back pay, irrespective of mitigation
         of damages, to which the Employer has agreed or for which the Employee
         has received an award. The Plan Administrator credits Hours of Service
         under this Paragraph (b) to the Employee for the computation period(s)
         to which the award or the agreement pertains rather than for the
         computation period in which the award, agreement or payment is made;
         and

         (c)      Each Hour of Service for which the Employer, either directly
         or indirectly, pays an Employee, or for which the Employee is entitled
         to payment (irrespective of whether the employment relationship is
         terminated), for reasons other than for the


                                       3
<PAGE>


     performance of duties during a computation period, such as leave of
     absence, vacation, holiday, sick leave, illness, incapacity (including
     disability), layoff, jury duty or military duty. The Plan Administrator
     will credit no more than 501 Hours of Service under this Paragraph (c) to
     an Employee on account of any single continuous period during which the
     Employee does not perform any duties (whether or not such period occurs
     during a single computation period). The Plan Administrator credits Hours
     of Service under this Paragraph (c) in accordance with the rules of
     paragraphs (b) and (c) of Labor Reg. ss. 2530.200b-2, which the Plan, by
     this reference, specifically incorporates in full within this Paragraph
     (c).

     The Plan Administrator will not credit an Hour of Service under more than
one of the above Paragraphs (a), (b) or (c). A computation period for purposes
of this Section 1.15 is the Plan Year, Year of Service period, Break in Service
period or other period, as determined under the Plan provision for which the
Plan Administrator is measuring an Employee's Hours of Service. The Plan
Administrator will resolve any ambiguity with respect to the crediting of an
Hour of Service in favor of the Employee.

(A) METHOD OF CREDITING HOURS OF SERVICE. The Employer must elect in its
Adoption Agreement the method the Plan Administrator will use in crediting an
Employee with Hours of Service and the purpose for which the elected method will
apply.

(B) ACTUAL METHOD. Under the Actual Method as determined from records, an
Employee receives credit for Hours of Service for hours worked and hours for
which the Employer makes payment or for which payment is due from the Employer.

(C) EQUIVALENCY METHOD. Under an Equivalency Method, for each equivalency period
for which the Plan Administrator would credit the Employee with at least one
Hour of Service, the Plan Administrator will credit the Employee with: (i) 10
Hours of Service for a daily equivalency; (ii) 45 Hours of Service for a weekly
equivalency; (iii) 95 Hours of Service for a semimonthly payroll period
equivalency; and (iv) 190 Hours of Service for a monthly equivalency.

(D) ELAPSED TIME METHOD. Under the Elapsed Time Method, an Employee receives
credit for Service for the aggregate of all time periods (regardless of the
Employee's actual Hours of Service) commencing with the Employee's Employment
Commencement Date, or with his/her Re-employment Commencement Date, and ending
on the date a Break in Service begins. An Employee's Employment Commencement
Date or his/her Re-employment Commencement Date begins on the first day he/she
performs an Hour of Service following employment or re-employment. In applying
the Elapsed Time Method, the Plan Administrator will credit an Employee's
Service for any Period of Severance of less than 12-consecutive months and will
express fractional periods of Service in days.

         Under the Elapsed Time Method, a Break in Service is a Period of
Severance of at least 12 consecutive months. A Period of Severance is a
continuous period of time during which the Employee is not employed by the
Employer. The continuous period begins on the date the Employee retires, quits,
is discharged, or dies or if earlier, the first 12-month anniversary of the date
on which the Employee otherwise is absent from Service for any other reason
(including disability, vacation, leave of absence, layoff, etc.). In the case of
an Employee who is absent from work for maternity or paternity reasons, the
12-consecutive month period beginning on the first anniversary of the first date
the Employee is otherwise absent from Service does not constitute a Break in
Service.

(E) MATERNITY/PATERNITY LEAVE/FAMILY AND MEDICAL LEAVE ACT. Solely for purposes
of determining whether an Employee incurs a Break in Service under any provision
of this Plan, the Plan Administrator must credit Hours of Service during the
Employee's unpaid absence period: (i) due to maternity or paternity leave; or
(ii) as required under the Family and Medical Leave Act. An Employee is on
maternity or paternity leave if the Employee's absence is due to the Employee's
pregnancy, the birth of the Employee's child, the placement with the Employee of
an adopted child, or the care of the Employee's child immediately following the
child's birth or placement. The Plan Administrator credits Hours of Service
under this Section 1.15(E) on the basis of the number of Hours of Service for
which the Employee normally would receive credit or, if the Plan Administrator
cannot determine the number of Hours of Service the Employee would receive
credit for, on the basis of 8 hours per day during the absence period. The Plan
Administrator will credit only the number (not exceeding 501) of Hours of
Service necessary to prevent an Employee's Break in Service. The Plan
Administrator credits all Hours of Service described in this Section 1.15(E) to
the computation period in which the absence period begins or, if the Employee
does not need these Hours of Service to prevent a Break in Service in the
computation period in which his/her absence period begins, the Plan
Administrator credits these Hours of Service to the immediately following
computation period.

(F) QUALIFIED MILITARY SERVICE. Hour of Service also includes any Service the
Plan must credit for contributions and benefits in order to satisfy the
crediting of Service requirements of Code ss. 414(u). The provisions of this
Section 1.15(F) apply beginning December 12, 1994, or if the Employer's Plan is
effective after that date, as of the Plan's Effective Date.

     1.16 "LEASED EMPLOYEE" means an individual (who otherwise is not an
Employee of the Employer) who, pursuant to an agreement between the Employer
and any other person, has performed services for the Employer (or for the
Employer and any persons related to the Employer within the meaning of Code
ss. 144(a)(3)) on a substantially full time basis for at least one year and who
performs such services under primary direction or control of the Employer within
the meaning of Code ss. 414(n)(2). Except as described in Section 1.16(A), a
Leased Employee is an Employee for purposes of the Plan. If a Leased Employee is
an Employee, "Compensation" includes Compensation from the leasing organization
which is attributable to services performed for the Employer.


                                       4
<PAGE>



(A) SAFE HARBOR PLAN EXCEPTION. A Leased Employee is not an Employee if the
leasing organization covers the employee in a safe harbor plan and, prior to
application of this safe harbor plan exception, 20% or less of the Employer's
Employees (other than Highly Compensated Employees) are Leased Employees. A safe
harbor plan is a money purchase pension plan providing immediate participation,
full and immediate vesting, and a nonintegrated contribution formula equal to at
least 10% of the employee's compensation, without regard to employment by the
leasing organization on a specified date. The safe harbor plan must determine
the 10% contribution on the basis of compensation as defined in Code
ss. 415(c)(3) including Elective Contributions.

(B) OTHER REQUIREMENTS. The Plan Administrator must apply this Section 1.16 in a
manner consistent with Code ss.ss. 414(n) and 414(o) and the regulations issued
under those Code sections. If a Participant is a Leased Employee covered by a
plan maintained by the leasing organization, the Plan Administrator will
determine the allocation of Employer contributions and Participant forfeitures
on behalf of the Participant under the Employer's Plan without taking into
account the Leased Employee's allocation, if any, under the leasing
organization's plan.

         1.17 "NONHIGHLY COMPENSATED EMPLOYEE" means any Employee who is not a
Highly Compensated Employee.

         1.18 "NONTRANSFERABLE ANNUITY" means an annuity contract which by its
terms provides that it may not be sold, assigned, discounted, pledged as
collateral for a loan or security for the performance of an obligation or for
any purpose to any person other than the insurance company. If the Plan
distributes an annuity contract, the contract must be a Nontransferable Annuity.

         1.19 "PAIRED PLANS" means the Employer has adopted two Standardized
Plan Adoption Agreements offered with this Prototype Plan, one Adoption
Agreement being a Paired Profit Sharing Plan and one Adoption Agreement being a
Paired Pension Plan. A Paired Profit Sharing Plan may include a 401(k)
arrangement. A Paired Pension Plan must be a money purchase pension plan,
defined benefit plan or a target benefit pension plan. Paired Plans must be the
subject of a favorable opinion letter issued by the National Office of the
Internal Revenue Service. If an Employer adopts paired plans, only one of the
plans may provide for permitted disparity.

         1.20 "PARTICIPANT" means an eligible Employee who becomes a Participant
in accordance with the provisions of Section 2.01. An eligible Employee means an
Employee who is not an excluded Employee under Adoption Agreement Section 1.11.

         1.21 "PLAN" means the retirement plan established or continued by the
Employer in the form of this Prototype Plan, including the Adoption Agreement
under which the Employer has elected to establish this Plan. The Employer must
designate the name of the Plan in its Adoption Agreement. An Employer may
execute more than one Adoption Agreement offered under this Plan, each of which
will constitute a separate Plan and Trust established or continued by that
Employer. The Plan and the Trust created by each adopting Employer is a separate
Plan and a separate Trust, independent from the plan and the trust of any other
employer adopting this Prototype Plan. All section references within this basic
plan document are Plan section references unless the context clearly indicates
otherwise. The Plan includes any Addendum or Appendix permitted by the basic
plan document or by the Employer's Adoption Agreement and which the Employer
attaches to its Adoption Agreement. An Addendum must correspond by section
reference to the section of the basic plan document or Adoption Agreement
permitting the Addendum.

         1.22 "PLAN ADMINISTRATOR" means the Employer unless the Employer
designates another person or persons to hold the position of Plan Administrator.
Any person(s) the Employer appoints as Plan Administrator may or may not be
Participants in the Plan. In addition to its other duties, the Plan
Administrator has full responsibility for the Plan's compliance with the
reporting and disclosure rules under ERISA.

         1.23 "PLAN ENTRY DATE" means the date(s) the Employer elects in
Adoption Agreement Section 2.01.

         1.24 "PLAN YEAR" means the consecutive month period the Employer
specifies in its Adoption Agreement. The Employer also must specify in its
Adoption Agreement the "Limitation Year" applicable to the limitations on
allocations described in Article III. If the Employer maintains Paired Plans,
each Plan must have the same Plan Year.

         1.25 "PROTECTED BENEFIT" means any accrued benefit described in Treas.
Reg. ss. 1.411(d)-4, including any optional form of benefit provided under the
Plan which may not (except in accordance with such Regulations) be reduced,
eliminated or made subject to Employer discretion.

         1.26 "RELATED GROUP "/"RELATED EMPLOYER" A Related Group is a
controlled group of corporations (as defined in Code ss. 414(b)), trades or
businesses (whether or not incorporated) which are under common control (as
defined in Code ss. 414(c)), an affiliated service group (as defined in Code
ss. 414(m)) or an arrangement otherwise described in Code ss. 414(o). Each
Employer/member of the Related Group is a Related Employer. The term "Employer"
includes every Related Employer for purposes of crediting Service and Hours of
Service, determining Years of Service and Breaks in Service under Articles II
and V, determining Separation from Service, applying the Coverage Test under
Section 3.06(E), applying the limitations on allocations in Part 2 of Article
III, applying the top-heavy rules and the minimum allocation requirements of
Article XII, applying the definitions of Employee, Highly Compensated Employee,
Compensation and Leased Employee, applying the safe harbor 401(k) provisions of
Section 14.02(D), applying the SIMPLE 401(k) provisions of Section 14.02(E) and
for any other purpose the Code or the Plan require.

(A) PARTICIPATING EMPLOYER. An Employer may contribute to the Plan only by being
a signatory to the Execution Page of the Adoption Agreement or to a
Participation Agreement to the Adoption Agreement. If a


                                       5
<PAGE>




Related Employer executes a Participation Agreement to the Adoption Agreement,
the Related Employer is a Participating Employer. A Participating Employer is an
Employer for all purposes of the Plan except as provided in Section 1.12.

(B) STANDARDIZED/NONSTANDARDIZED PLAN. If the Employer's Plan is a Standardized
Plan, all Employees of the Employer or of any Related Employer, are eligible to
participate in the Plan, irrespective of whether the Related Employer directly
employing the Employee is a Participating Employer. Notwithstanding the
immediately preceding sentence, individuals who become Employees of a Related
Employer as a result of a transaction described in Code ss.410(b)(6)(C) are not
eligible to participate in the Plan during the Plan Year in which such
transaction occurs nor in the following Plan Year, unless the Related Employer
which employs such Employees becomes during such period a Participating
Employer, by executing a Participation Agreement to the Adoption Agreement. If
the Plan is a Nonstandardized Plan, the Employees of a Related Employer are not
eligible to participate in the Plan unless the Related Employer is a
Participating Employer.

1.27 "SELF-EMPLOYED INDIVIDUAL"/"OWNER-EMPLOYEE"/"SHAREHOLDER-EMPLOYEE"
"Self-Employed Individual" means an individual who has Earned Income (or who
would have had Earned Income but for the fact that the trade or business did not
have net profits) for the taxable year from the trade or business for which the
Plan is established. "Owner-Employee" means a Self-Employed Individual who is
the sole proprietor in the case of a sole proprietorship. If the Employer is a
partnership, or a limited liability company taxed for federal income tax
purposes as a partnership, "Owner-Employee" means a Self-Employed Individual who
is a partner or member and owns more than 10% of either the capital or the
profits interest of the partnership or of the limited liability company.
"Shareholder-Employee" means an employee or officer of an "S" corporation who
owns (or is considered as owning under Code ss.318(a)(l)) more than 5% of the
outstanding stock of the corporation on any day of the corporation's taxable
year.

         1.28 "SEPARATION FROM SERVICE" means an event after which the Employee
no longer has an employment relationship with the Employer maintaining this Plan
or with a Related Employer.

         1.29 "SERVICE" means any period of time the Employee is in the employ
of the Employer, including any period the Employee is on an unpaid leave of
absence authorized by the Employer under a uniform, nondiscriminatory policy
applicable to all Employees.

         1.30 "SERVICE WITH A PREDECESSOR EMPLOYER" If the Employer maintains
the plan of a predecessor employer, service of the Employee with the predecessor
employer is Service with the Employer. If the Employer does not maintain the
plan of a predecessor employer, the Plan does not credit service with the
predecessor employer, unless the Employer in its Adoption Agreement (or in a
Participation Agreement, if applicable) elects to credit designated predecessor
employer service and specifies the purposes for which the Plan will credit
service with that predecessor employer.

     Unless the Employer under its Adoption Agreement Section 2.01 provides for
this purpose specific Plan Entry Dates, an Employee who satisfies the Plan's
eligibility condition(s) by reason of the crediting of predecessor service will
enter the Plan in accordance with the provisions of Section 2.04 as if the
Employee were a re-employed Employee on the first day the Plan credits
predecessor service.

         1.31 "TRUST" means the separate Trust created under the Plan.

         1.32 "TRUST FUND" means all property of every kind acquired by the Plan
and held by the Trust, other than incidental benefit insurance contracts.

         1.33 "TRUSTEE" means the person or persons who as Trustee execute the
Adoption Agreement, or any successor in office who in writing accepts the
position of Trustee. The Employer must designate in its Adoption Agreement
whether the Trustee will administer the Trust as a discretionary Trustee or as a
nondiscretionary Trustee. If a person acts as a discretionary Trustee, the
Employer also may appoint a Custodian. See Article X. If the Prototype Plan
Sponsor is a bank, savings and loan association, credit union, mutual fund,
insurance company, or other institution qualified to serve as Trustee, a person
other than the Prototype Plan Sponsor (or its affiliate) may not serve as
Trustee or as Custodian of the Plan without the written consent of the Prototype
Plan Sponsor.

         1.34 "VESTED" means a Participant or a Beneficiary has an unconditional
claim, legally enforceable against the Plan, to the Participant's Account
Balance or Accrued Benefit.


                                       6
<PAGE>

                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION


         2.1 ELIGIBILITY. Each eligible Employee becomes a Participant in the
Plan in accordance with the eligibility provisions the Employer elects in its
Adoption Agreement. If this Plan is a restated Plan, each Employee who was a
Participant in the Plan on the day before the restated Effective Date continues
as a Participant in the restated Plan, irrespective of whether he/she satisfies
the eligibility conditions of the restated Plan, unless the Employer provides
otherwise in its Adoption Agreement. If the Employer contributes to the Plan
under a Davis-Bacon contract, except as the contract provides, the Employer's
Adoption Agreement elections imposing age and service eligibility conditions do
not apply with respect to an Employee performing Davis-Bacon contract Service.

         2.2 AGE AND SERVICE CONDITIONS. For purposes of an Employee's
participation in the Plan, the Plan: (1) may not impose an age condition
exceeding age 21; and (2) takes into account all of the Employee's Years of
Service with the Employer, except as provided in Section 2.03. "Year of Service"
for purposes of an Employee's participation in the Plan, means a 12-consecutive
month eligibility computation period during which the Employee completes the
number of Hours of Service (not exceeding 1,000) the Employer specifies in its
Adoption Agreement.

     The initial eligibility computation period is the first 12-consecutive
month period measured from the Employee's Employment Commencement Date. The Plan
measures succeeding 12-consecutive month eligibility computation periods in
accordance with the Employer's election in its Adoption Agreement. If the
Employer elects to measure subsequent periods on a Plan Year basis, an Employee
who receives credit for the required number of Hours of Service during the
initial eligibility computation period and also during the first applicable Plan
Year receives credit for two Years of Service under Article II. "Employment
Commencement Date" means the date on which the Employee first performs an Hour
of Service for the Employer.

         If the Employer under Adoption Agreement Section 2.01 elects an
alternative Service condition to one Year of Service or two Years of Service,
the Employer must elect in the Adoption Agreement the Hour of Service and any
other requirement(s), if any, after the Employee completes one Hour of Service.
Under any alternative Service condition election, the Plan may not require an
Employee to complete more than one Year of Service (1,000 Hours of Service in
12-consecutive months) or two Years of Service if applicable.


         If the Employer in its Adoption Agreement elects to apply the
Equivalency Method or the Elapsed Time Method in applying the Plan's eligibility
Service condition, the Plan Administrator will credit Service in accordance with
Sections 1.15(D) and (D).

         2.03 BREAK IN SERVICE - PARTICIPATION. An Employee incurs a "Break in
Service" if during any applicable 12-consecutive month period he/she does not
complete more than 500 Hours of Service with the Employer. The "12-consecutive
month period" under this Section 2.03 is the same 12-consecutive month period
for which the Plan measures a "Year of Service" under Section 2.02. If the Plan
applies the Elapsed Time Method of crediting Service under Section 1.15(D), a
Participant incurs a "Break in Service" if the Participant has a Period of
Severance of at least 12 consecutive months.

(A) TWO YEAR ELIGIBILITY. If the Employer under Adoption Agreement Section 2.01
elects a two Years of Service condition for eligibility purposes, an Employee
who incurs a one year Break in Service prior to completing two Years of Service
is a new Employee on the date he/she first performs an Hour of Service for the
Employer after the Break in Service, and the Employee establishes a new
Employment Commencement Date for purposes of the initial eligibility computation
period under Section 2.02.

(B) ONE YEAR HOLD-OUT RULE. The Employer must elect in its Adoption Agreement
whether to apply the one year hold-out rule under Code ss.410(a)(5)(C). Under
this rule, a Participant will incur a suspension of participation in the Plan
after incurring a one year Break in Service and the Plan disregards a
Participant's Service completed prior to a Break in Service until the
Participant completes one Year of Service following the Break in Service. The
Plan suspends the Participant's participation in the Plan as of the first day of
the Plan Year following the Plan Year in which the Participant incurs the Break
in Service. If the Participant completes one Year of Service following his/her
Break in Service, the Plan restores that Participant's pre-Break Service (and
the Participant resumes active participation in the Plan) retroactively to the
first day of the computation period in which the Participant first completes one
Year of Service following his/her Break in Service. The initial computation
period under this Section 2.03(B) is the 12-consecutive month period measured
from the date the Participant first receives credit for an Hour of Service
following the one year Break in Service. The Plan measures any subsequent
computation periods, if necessary, in a manner consistent with the Employer's
eligibility computation period election in Adoption Agreement Section 2.02. If
the Employer elects to apply the one year hold-out rule, the Employer also must
elect in its Adoption Agreement whether to limit application of the rule only to
a Participant who has incurred a Separation from Service.

         The Plan Administrator also will apply the one-year hold out rule, if
applicable, to an Employee who satisfies the Plan's eligibility conditions but
who incurs a Separation from Service and a one year Break in Service prior to
becoming a Participant.

     This Section 2.03(B) does not affect a Participant's vesting credit under
Article V and, during a suspension period, the Participant's Account continues
to share fully in Trust Fund allocations under Article IX. Furthermore, the Plan
Administrator in applying this Section 2.03(B) does not restore any Service
disregarded under the Break in Service rule of Section 2.03(A).

(C)  No APPLICATION TO 401(k) ARRANGEMENT. If the Plan


                                       7
<PAGE>

includes a 401(k) arrangement and the Employer in its Adoption Agreement elects
to apply the Section 2.03(B) one year hold-out rule, the Plan Administrator will
apply the provisions of Section 2.04 to the deferral contributions portion of
the Plan without regard to Section 2.03(B).

(D) No RULE OF PARITY - PARTICIPATION. For purposes of Plan participation, the
Plan does not apply the "rule of parity" under Code ss.410(a)(5)(D).

         2.04 PARTICIPATION UPON RE-EMPLOYMENT. A Participant who incurs a
Separation from Service will re-enter the Plan as a Participant on the date of
his/her re-employment with the Employer, subject to the one year hold-out rule,
if applicable, under Section 2.03(B). An Employee who satisfies the Plan's
eligibility conditions but who incurs a Separation from Service prior to
becoming a Participant will become a Participant on the later of the Plan Entry
Date on which he/she would have entered the Plan had he/she not incurred a
Separation from Service or the date of his/her re-employment, subject to the one
year hold-out rule, if applicable, under Section 2.03(B). Any Employee who
incurs a Separation from Service prior to satisfying the Plan's eligibility
conditions becomes a Participant in accordance with Adoption Agreement Section
2.01.

         2.05 CHANGE IN EMPLOYMENT STATUS. The Employer in its Adoption
Agreement Section 1.11 may elect to exclude certain Employees from Plan
participation ("excluded Employees"). If a Participant has not incurred a
Separation from Service but becomes an excluded Employee, during the period
of exclusion the excluded Employee will not share in the allocation of any
Employer contributions or Participant forfeitures, and may not make deferral
contributions if the Plan includes a 401(k) arrangement, with respect to
Compensation paid to the excluded Employee during the period of exclusion.
However, during such period of exclusion, the Participant, without regard to
employment classification, continues to receive credit for vesting under Article
V for each included Year of Service and the Participant's Account continues
to share fully in Trust Fund allocations under Article IX. If a Participant
who becomes an excluded Employee subsequently resumes status as an eligible
Employee, the Participant will participate in the Plan immediately upon resuming
eligible status, subject to the one year hold-out rule, if applicable, under
Section 2.03(B).

         If an excluded Employee who is not a Participant becomes an eligible
Employee, he/she will participate immediately in the Plan if he/she has
satisfied the eligibility conditions of Adoption Agreement Section 2.01 and
would have been a Participant had he/she not been an excluded Employee during
his/her period of Service. Furthermore, the excluded Employee receives credit
for vesting under Article V for each included vesting Year of Service
notwithstanding the Employee's excluded Employee status.

         2.06 ELECTION NOT TO PARTICIPATE. If the Plan is a Standardized Plan,
the Plan does not permit an otherwise eligible Employee nor any Participant to
elect not to participate in the Plan ("opt-out"). If the Plan is a
Nonstandardized Plan, the Employer in its Adoption Agreement must elect whether
any eligible Employee may elect irrevocably to opt-out. The Employee prior to
his/her Plan Entry Date must file an opt-out election in writing with the Plan
Administrator on a form provided by the Plan Administrator for this purpose.


                                       8
<PAGE>

                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

PART 1. AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS: SECTIONS 3.01
THROUGH 3.06

         3.01     EMPLOYER CONTRIBUTIONS.

(A) AMOUNT AND TYPES OF CONTRIBUTION.  The Employer in its Adoption Agreement
will elect the amount and type(s) of Employer Plan contribution(s). The Employer
will not make a contribution to the Trust for any Plan Year to the extent the
contribution would exceed the Participants' Maximum Permissible Amounts. Unless
otherwise provided in an Addendum to its Adoption Agreement, the Employer need
not have net profits to make a contribution under the Plan. If the Employer's
Plan is a money purchase pension plan and the Employer also maintains a defined
benefit pension plan, notwithstanding the money purchase pension plan formula in
the Employer's Adoption Agreement, the Employer's required contribution to its
money purchase pension plan for a Plan Year is limited to the amount which the
Employer may deduct under Code ss.404(a)(7). If the Employer under Code
ss.404(a)(7) must reduce its money purchase pension plan contribution, the Plan
Administrator will reduce each Participant's allocation in the same ratio as the
reduced total Employer contribution bears to the original (unreduced) Employer
contribution.

(B) FORM OF CONTRIBUTION/RELATED EMPLOYER.  Subject to the consent of the
Trustee, the Employer may make its contribution in property instead of cash,
provided the contribution of property is not a prohibited transaction under the
Code or under ERISA. Unless the Employer in its Adoption Agreement makes a
contrary election, the Plan Administrator will allocate all Employer
contributions and forfeitures without regard to which contributing Related
Employer directly employs the affected Participants.

(C) TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its contribution for
any Plan Year in one or more installments without interest. Unless otherwise
required by contract, by the Code or by ERISA, the Employer may make its
contribution to the Plan for a particular Plan Year at such time(s) as the
Employer in its sole discretion determines. If the Employer makes a contribution
for a particular Plan Year after the close of that Plan Year, the Employer will
designate in writing to the Trustee the Plan Year for which the Employer is
making its contribution.

(D) RETURN OF EMPLOYER CONTRIBUTION. The Employer contributes to the Plan on the
condition its contribution is not due to a mistake of fact and the Internal
Revenue Service will not disallow the deduction of the Employer's contribution.
The Trustee, upon written request from the Employer, must return to the Employer
the amount of the Employer's contribution made by the Employer by mistake of
fact or the amount of the Employer's contribution disallowed as a deduction
under Code ss.404. The Trustee will not return any portion of the Employer's
contribution under the provisions of this Section 3.01(D) more than one year
after:

         (1)      The Employer made the contribution by mistake of fact; or

         (2)      The disallowance of the contribution as a deduction, and then,
         only to the extent of the disallowance.

         The Trustee will not increase the amount of the Employer contribution
returnable under this Section 3.01(D) for any earnings attributable to the
contribution, but the Trustee will decrease the Employer contribution returnable
for any losses attributable to the contribution. The Trustee may require the
Employer to furnish the Trustee whatever evidence the Trustee deems necessary to
enable the Trustee to confirm the amount the Employer has requested be returned,
is properly returnable under ERISA.

         3.02     DEFERRAL CONTRIBUTIONS. If the Plan includes a 401(k)
arrangement, the Employer in its Adoption Agreement must elect the Plan
limitations and restrictions, if any, which apply to deferral contributions or
to cash or deferred contributions, if applicable. Under Adoption Agreement
Section 3.02, for purposes of applying any Plan limit the Employer has elected
on deferral contributions, the Employer must elect to take into account the
Employee's entire Plan Year Compensation or to limit Compensation to the portion
of the Plan Year in which the Employee actually is a Participant.

         3.03     MATCHING CONTRIBUTIONS. If the Plan includes a 401(k)
arrangement, the Employer in its Adoption Agreement must elect the type(s) of
matching contributions, the time period applicable to any matching contribution
formula, and as applicable, the amount of matching contributions and the Plan
limitations and restrictions, if any, which apply to matching contributions.

         3.04     EMPLOYER CONTRIBUTION ALLOCATION.

(A) METHOD OF ALLOCATION. The Employer in its Adoption Agreement must specify,
subject to this Section 3.04, the manner of allocating Employer contributions to
the Trust. For purposes of this Section 3.04, Employer contributions include as
applicable, the Employer's nonelective contributions, money purchase pension and
target benefit contributions, but do not include deferral contributions or,
except under Section 3.04(B), matching contributions.

(B) COMPENSATION TAKEN INTO ACCOUNT. The Employer in its Adoption Agreement
Section 1.07 must specify the Compensation the Plan Administrator is to take
into account in allocating an Employer contribution to a Participant's Account.
For the Plan Year in which the Employee first becomes a Participant in the Plan
(or in any portion of the Plan), the Employer may elect to take into account the
Employee's entire Plan Year Compensation or to limit Compensation to the portion
of the Plan Year in which the Employee actually is a Participant. For all other
Plan Years, the Plan Administrator will take into account only the Compensation
determined for the portion of the Plan Year in which the Employee actually is a
Participant. The Plan Administrator must take into account the Employee's entire
Compensation for the Plan Year to determine whether the Plan satisfies the
top-heavy minimum allocation requirements of Article XII. The


                                       9
<PAGE>

Employer, in its Adoption Agreement, may elect to measure Compensation for
allocating its Employer contribution for a Plan Year on the basis of a specified
period other than the Plan Year.

(C) TOP-HEAVY MINIMUM ALLOCATION. Unless the Employer in an Addendum to its
Adoption Agreement elects to satisfy any top-heavy minimum allocation
requirement in another plan (not maintained under this basic plan document), the
Employer in this Plan must satisfy the top-heavy requirements of Article XII.

(D) ALLOCATION CONDITIONS.  Subject to any restoration allocation required under
the Plan, the Plan Administrator will allocate and credit Employer contributions
to the Account of each Participant who satisfies the allocation conditions of
Section 3.06.

(E) ALTERNATIVE ALLOCATION FORMULAS. The Plan Administrator will allocate
Employer contributions for the Plan Year or other applicable period in
accordance with the allocation formula the Employer elects in its Adoption
Agreement. The Plan Administrator, in allocating under any allocation formula
which is based in whole or in part on Compensation, only will take into account
Compensation of those Participants entitled to an allocation.

The Employer in its Adoption Agreement must elect, one or more as applicable of
the following allocation formulas:

         (1)      NONINTEGRATED (PRO RATA) ALLOCATION FORMULA. The Plan
         Administrator will allocate the Employer contributions for a Plan Year
         in the same ratio that each Participant's Compensation for the Plan
         Year bears to the total Compensation of all Participants for the Plan
         Year.

         (2)      TWO-TIERED PERMITTED DISPARITY ALLOCATION FORMULA. Under the
         first tier, the Plan Administrator will allocate the Employer
         contributions for a Plan Year in the same ratio that each Participant's
         Compensation plus Excess Compensation (as defined in Adoption Agreement
         Section 3.04) for the Plan Year bears to the total Compensation plus
         Excess Compensation of all Participants for the Plan Year. The
         allocation under this first tier, as a percentage of each Participant's
         Compensation plus Excess Compensation, must not exceed the applicable
         percentage (5.7%, 5.4% or 4.3%) listed under Section 3.04(D)(4).

         Under the second tier, the Plan Administrator will allocate any
         remaining Employer contributions for a Plan Year in the same ratio that
         each Participant's Compensation for the Plan Year bears to the total
         Compensation of all Participants for the Plan Year.

         (3)      FOUR-TIERED PERMITTED DISPARITY ALLOCATION FORMULA. Under the
         first tier, the Plan Administrator will allocate the Employer
         contributions for a Plan Year in the same ratio that each Participant's
         Compensation for the Plan Year bears to the total Compensation of all
         Participants for the Plan Year, but not exceeding 3% of each
         Participant's Compensation. Solely for purposes of this first tier
         allocation, a "Participant" means, in addition to any Participant who
         satisfies the allocation conditions of Section 3.06 for the Plan Year,
         any other Participant entitled to a top-heavy minimum allocation under
         the Plan.

         Under the second tier, the Plan Administrator will allocate the
         Employer contributions for a Plan Year in the same ratio that each
         Participant's Excess Compensation (as defined in Adoption Agreement
         Section 3.04) for the Plan Year bears to the total Excess Compensation
         of all Participants for the Plan Year, but not exceeding 3% of each
         Participant's Excess Compensation.

         Under the third tier, the Plan Administrator will allocate the Employer
         contributions for a Plan Year in the same ratio that each Participant's
         Compensation plus Excess Compensation for the Plan Year bears to the
         total Compensation plus Excess Compensation of all Participants for the
         Plan Year. The allocation under this third tier, as a percentage of
         each Participant's Compensation plus Excess Compensation, must not
         exceed the applicable percentage (2.7%, 2.4% or 1.3%) listed under
         Section 3.04(D)(4).

         Under the fourth tier, the Plan Administrator will allocate any
         remaining Employer contributions for a Plan Year, in the same ratio
         that each Participant's Compensation for the Plan Year bears to the
         total Compensation of all Participants for the Plan Year.

         (4)      MAXIMUM DISPARITY TABLE. For purposes of the permitted
         disparity allocation formulas under this Section 3.04, the applicable
         percentage is:

<TABLE>
<CAPTION>
Integration level %          Applicable %              Applicable %
of taxable                   for 2-tiered              for 4-tiered
wage base                    formula                   formula
-------------------          ------------              ------------
<S>                          <C>                       <C>
100%                            5.7%                       2.7%

More than 80% but
less than 100%                  5.4%                       2.4%

More than 20%
(but not less than
$10,001) and not
more than 80%                   4.3%                       1.3%

20% (or $10,000, if
greater) or less                5.7%                       2.7%
</TABLE>

         (5)      OVERALL PERMITTED DISPARITY LIMITS.

                  (i)      ANNUAL OVERALL PERMITTED DISPARITY LIMIT.
                  Notwithstanding Sections 3.04(D)(2) and (3), for any Plan Year
                  the Plan benefits any Participant who benefits under another
                  qualified plan or under a simplified employee pension plan (as
                  defined in Code ss.408(k)) maintained by the Employer that
                  provides for permitted disparity (or imputes disparity), the
                  Plan Administrator will allocate Employer contributions to the
                  Account of each Participant in the same ratio that each
                  Participant's Compensation bears to the total


                                       10
<PAGE>
                  Compensation of all Participants for the Plan Year.

                  (ii)     CUMULATIVE PERMITTED DISPARITY LIMIT. Effective for
                  Plan Years beginning after December 31, 1994, the cumulative
                  permitted disparity limit for a Participant is 35 total
                  cumulative permitted disparity years. "Total cumulative
                  permitted disparity years" means the number of years credited
                  to the Participant for allocation or accrual purposes under
                  the Plan, any other qualified plan or simplified employee
                  pension plan (whether or not terminated) ever maintained by
                  the Employer. For purposes of determining the Participant's
                  cumulative permitted disparity limit, the Plan Administrator
                  will treat all years ending in the same calendar year as the
                  same year. If the Participant has not benefited under a
                  defined benefit plan or under a target benefit plan of the
                  Employer for any year beginning after December 31, 1993, the
                  Participant does not have a cumulative permitted disparity
                  limit.

         For purposes of this Section 3.04(D)(5), a Participant "benefits" under
the Plan for any Plan Year during which the Participant receives, or is deemed
to receive, a contribution allocation in accordance with Treas. Reg.
ss.1.410(b)-3(a).

         (6)      UNIFORM POINTS ALLOCATION FORMULA. The Plan Administrator will
         allocate the Employer contributions for a Plan Year in the same ratio
         that each Participant's points (as elected in Adoption Agreement
         Section 3.04) bear to the total points of all Participants for the Plan
         Year.

         (7)      INCORPORATION OF CONTRIBUTION FORMULA. The Plan Administrator
         will allocate the Employer's contributions for a Plan Year in
         accordance with the contribution formula the Employer has elected under
         Section 3.01.

         (8)      TARGET BENEFIT ALLOCATION FORMULA. The Plan Administrator will
         allocate the Employer contributions for a Plan Year as provided in the
         Employer's target benefit Adoption Agreement.

         (9)      DAVIS-BACON CONTRACT ALLOCATION FORMULA. The Plan
         Administrator will allocate the Employer contributions for a Plan Year
         in accordance with the applicable Davis-Bacon contract pursuant to
         which the Employer has made its contributions for the Plan Year. The
         Employer's contributions will take into account each Participant's
         hourly rate, employment category, employment classification and such
         other factors the Davis-Bacon contract may specify. For purposes of the
         Plan, "Davis-Bacon contract" includes a contract under any state
         prevailing wage law.

(F) QUALIFIED NONELECTIVE CONTRIBUTIONS. The Employer operationally may
designate all or any portion of its nonelective contributions as a qualified
nonelective contribution. The Employer, to facilitate the Plan Administrator's
correction of test failures under Sections 14.08, 14.09 and 14.10, also may make
qualified nonelective contributions to the Plan irrespective of whether the
Employer in its Adoption Agreement has elected to provide nonelective
contributions. The Employer in its Adoption Agreement must elect whether the
Plan Administrator will allocate the Employer contributions designated as a
qualified nonelective contribution to all Participants or solely to Nonhighly
Compensated Employee Participants. The Employer operationally must elect whether
the Plan Administrator will allocate qualified nonelective contributions: (1) to
eligible Participants pro rata in relation to Compensation; (2) to eligible
Participants in the same amount without regard to Compensation (flat dollar); or
(3) under the reverse allocation or other similar method. Under the reverse
allocation method, the Plan Administrator, subject to Section 3.06, will
allocate a qualified nonelective contribution first to the Nonhighly Compensated
Employee Participant(s) with the lowest Compensation for the Plan Year not
exceeding the Maximum Permissible Amount for each Participant, with any
remaining amounts allocated to the next highest paid Nonhighly Compensated
Employee Participant(s) not exceeding his/her Maximum Permissible Amount and
continuing in this manner until the Plan Administrator has fully allocated the
qualified nonelective contribution.

(G) QUALIFIED REPLACEMENT PLAN. The Employer may establish or maintain this Plan
as a qualified replacement plan as described in Code ss.4980 under which the
Plan may receive a transfer from a terminating qualified plan the Employer also
maintains. The Plan Administrator will credit the transferred amounts to a
suspense account under the Plan and thereafter the Plan Administrator will
allocate the transferred amounts under this Section 3.04(G) in the same manner
as the Plan Administrator allocates Employer nonelective contributions, unless
the Employer specifies in an Addendum to its Adoption Agreement: (1) to apply
such transferred amounts to the Plan's administrative expenses; or (2) if the
Plan includes a 401(k) arrangement, the Employer in its Addendum designates such
transferred amounts as matching contributions.

         3.05     FORFEITURE ALLOCATION. The amount of a Participant's Account
forfeited under the Plan is a Participant forfeiture. The Plan Administrator,
subject to Section 3.06, will allocate Participant forfeitures at the time and
in the manner the Employer specifies in its Adoption Agreement. The Plan
Administrator will continue to hold the undistributed, non-Vested portion of the
Account of a Participant who has separated from Service solely for his/her
benefit until a forfeiture occurs at the time specified in Section 5.09 or if
applicable, until the time specified in Section 9.11. Except as provided under
Section 5.04, a Participant will not share in the allocation of a forfeiture of
any portion of his/her Account. If the Plan includes a 401(k) arrangement, the
Plan Administrator first will determine if a Participant's forfeitures are
attributable to nonelective or to matching contributions, and the Plan
Administrator then will allocate the forfeitures in the manner the Employer has
elected in its Adoption Agreement. If the Employer elects to allocate
forfeitures to reduce nonelective or matching contributions and the forfeitures
exceed the amount of the contribution to which the Plan Administrator will apply
the forfeitures, the Plan Administrator will allocate the remaining forfeitures
as an additional discretionary nonelective or discretionary matching
contribution or the Plan Administrator will apply


                                       11
<PAGE>

the forfeitures to the Employer's nonelective or matching contribution in the
succeeding Plan Year. A Participant's forfeiture is attributable to matching
contributions if the forfeiture is: (1) a non-Vested matching Account forfeited
in accordance with Section 5.09 or, if applicable, Section 9.11; (2) a
non-Vested excess aggregate contribution (adjusted for earnings) forfeited in
correcting for nondiscrimination failures under Section 14.09 or Section 14.10;
or (3) an "associated matching contribution," which includes any Vested or
non-Vested matching contribution (adjusted for earnings) made with respect to
elective deferrals or Employee contributions the Plan Administrator distributes
in correction of Code ss.402(g), Code ss.415 or nondiscrimination failures under
Sections 14.07, 14.08, 14.09 or 14.10. An Employee forfeits an associated
matching contribution unless the matching contribution is a Vested excess
aggregate contribution distributed in accordance with Sections 14.09 or 14.10.

         3.06     ALLOCATION CONDITIONS. The Plan Administrator will determine
the allocation conditions which apply to Employer contributions (including
matching contributions) and Participant forfeitures on the basis of the Plan
Year (or on any other basis representing a reasonable division of the Plan Year)
in accordance with the Employer's elections in its Adoption Agreement. A
Participant does not accrue an Employer contribution with respect to a Plan Year
or other applicable period until the Participant satisfies the allocation
conditions described in this Section 3.06. The Plan under a 401(k) arrangement
may not impose any allocation conditions with respect to deferral contributions,
safe harbor contributions or SIMPLE contributions.

(A) HOURS OF SERVICE REQUIREMENT. Except as required to satisfy the top-heavy
minimum allocation requirement of Article XII, the Plan Administrator will not
allocate any portion of an Employer contribution for a Plan Year to any
Participant's Account if the Participant does not complete the applicable
minimum Hours of Service or consecutive calendar days of employment requirement
the Employer specifies in its Adoption Agreement for the relevant period. The
Employer in its Standardized Adoption Agreement must elect whether to require a
Participant to complete during a Plan Year 501 Hours of Service or to be
employed for at least 91 consecutive calendar days under the Elapsed Time
Method, to share in the allocation of Employer contributions for that Plan Year
where the Participant is not employed by the Employer on the Accounting Date of
that Plan Year, including the Plan Year in which the Employer terminates the
Plan.

(B) "LAST DAY" EMPLOYMENT REQUIREMENT. If the Plan is a Standardized Plan, a
Participant who is employed by the Employer on the Accounting Date of a Plan
Year will share in the allocation of Employer contributions for that Plan Year
without regard to the Participant's Hours of Service completed during that Plan
Year. If the Plan is a Nonstandardized Plan, the Employer must specify in its
Adoption Agreement whether the Participant will benefit under the Plan if the
Participant is not employed by the Employer on the Accounting Date of the Plan
Year or other specified date. If the Plan is a Nonstandardized money purchase
Plan or target benefit Plan, the Plan conditions Employer contribution
allocations on a Participant's employment with the Employer on the last day of
the Plan Year for the Plan Year in which the Employer terminates the Plan.

(C) DEATH, DISABILITY OR NORMAL RETIREMENT AGE. Unless the Employer otherwise
elects in its Adoption Agreement, any allocation condition elected under
Adoption Agreement Section 3.06 does not apply for a Plan Year if a Participant
incurs a Separation from Service during the Plan Year on account of the
Participant's death, Disability or attainment of Normal Retirement Age in the
current Plan Year or on account of the Participant's Disability or attainment of
Normal Retirement Age in a prior Plan Year.

(D) OTHER CONDITIONS. In allocating Employer contributions under the Plan, the
Plan Administrator will not apply any other conditions except those the Employer
elects in its Adoption Agreement or otherwise as the Plan may require.

(E) SUSPENSION OF ALLOCATION CONDITIONS UNDER A NONSTANDARDIZED PLAN. The
suspension provisions of this Section 3.06(E) do not apply unless the Employer
elects in its Nonstandardized Adoption Agreement to apply them. If Section
3.06(E) applies, the Plan suspends for a Plan Year the Adoption Agreement
Section 3.06 allocation conditions if the Plan fails in that Plan Year to
satisfy coverage under the Ratio Percentage Test, unless in an Addendum to its
Adoption Agreement, the Employer specifies the Plan Administrator will apply
this Section 3.06(E) using the Average Benefit Percentage Test described in Code
ss.410(b)(2). A Plan satisfies coverage under the Ratio Percentage Test if, on
the last day of the Plan Year, the Plan's benefiting ratio of the Nonhighly
Compensated Includible Employees is at least 70% of the benefiting ratio of the
Highly Compensated Includible Employees.

         The benefiting ratio of the Nonhighly Compensated Includible Employees
is the number of Nonhighly Compensated Includible Employees benefiting under the
Plan over the number of the Includible Employees who are Nonhighly Compensated
Employees. "Includible" Employees are all Employees other than: (1) those
Employees excluded from participating in the Plan for the entire Plan Year by
reason of the collective bargaining unit or the nonresident alien exclusions
under Code ss.410(b)(3) or by reason of the age and service requirements of
Article II; and (2) those Employees who incur a Separation from Service during
the Plan Year and for the Plan Year fail to complete more than 500 Hours of
Service or at least 91 consecutive calendar days under the Elapsed Time Method.

         For purposes of coverage, an Employee is benefiting under the Plan on a
particular date if, under Section 3.04 of the Plan, he/she is entitled to an
Employer contribution or to a Participant forfeiture allocation for the Plan
Year.

         If this Section 3.06(E) applies for a Plan Year, the Plan Administrator
will suspend the allocation conditions for the Nonhighly Compensated Includible
Employees who are Participants, beginning first with the Includible Employee(s)
employed by the Employer on the last day of the Plan Year, then the Includible
Employee(s) who have the latest Separation from Service during the Plan Year,
and continuing to suspend the allocation conditions for each Includible Employee
who incurred an earlier


                                       12
<PAGE>

Separation from Service, from the latest to the earliest Separation from Service
date, until the Plan satisfies coverage for the Plan Year. If two or more
Includible Employees have a Separation from Service on the same day, the Plan
Administrator will suspend the allocation conditions for all such Includible
Employees, irrespective of whether the Plan can satisfy coverage by accruing
benefits for fewer than all such Includible Employees. If the Plan for any Plan
Year suspends the allocation conditions for an Includible Employee, that
Employee will share in the allocation for that Plan Year of the Employer
contribution and Participant forfeitures, if any, without regard to whether
he/she has satisfied the allocation conditions of this Section 3.06.

         If the Plan includes Employer matching contributions subject to ACP
testing, this Section 3.06(E) applies separately to the Code ss.401(m) portion
of the Plan.

PART 2.  LIMITATIONS ON ALLOCATIONS: SECTIONS 3.07 THROUGH 3.18

         [Note: Sections 3.07 through 3.10 apply only to Participants in this
Plan who do not participate, and who have never participated, in another
qualified plan, individual medical account (as defined in Code ss.415(1)(2)),
simplified employee pension plan (as defined in Code ss.408(k)) or welfare
benefit fund (as defined in Code ss.419(e)) maintained by the Employer, which
provides an Annual Addition.]

         3.07     ANNUAL ADDITIONS LIMITATION. The amount of Annual Additions
which the Plan Administrator may allocate under this Plan to a Participant's
Account for a Limitation Year may not exceed the Maximum Permissible Amount. If
the Annual Additions the Plan Administrator otherwise would allocate under the
Plan to a Participant's Account would for the Limitation Year exceed the Maximum
Permissible Amount, the Plan Administrator will not allocate the Excess Amount,
but will instead take any reasonable, uniform and nondiscriminatory action the
Plan Administrator determines necessary to avoid allocation of an Excess Amount.
Such actions include, but are not limited to, those described in this Section
3.07. If the Plan includes a 401(k) arrangement, the Plan Administrator may
apply this Section 3.07 in a manner which maximizes the allocation to a
Participant of Employer contributions (exclusive of the Participant's deferral
contributions). Notwithstanding any contrary Plan provision, the Plan
Administrator, for the Limitation Year, may: (1) suspend or limit a
Participant's additional Employee contributions or deferral contributions; (2)
notify the Employer to reduce the Employer's future Plan contribution(s) as
necessary to avoid allocation to a Participant of an Excess Amount; or (3)
suspend or limit the allocation to a Participant of any Employer contribution
previously made to the Plan (exclusive of deferral contributions) or of any
Participant forfeiture. If an allocation of Employer contributions previously
made (excluding a Participant's deferral contributions) or of Participant
forfeitures would result in an Excess Amount to a Participant's Account, the
Plan Administrator will allocate the Excess Amount to the remaining Participants
who are eligible for an allocation of Employer contributions for the Plan Year
in which the Limitation Year ends. The Plan Administrator will make this
allocation in accordance with the Plan's allocation method as if the Participant
whose Account otherwise would receive the Excess Amount, is not eligible for an
allocation of Employer contributions. If the Plan Administrator allocates to a
Participant an Excess Amount, Plan Administrator must dispose of the Excess
Amount in accordance with Section 3.10 (relating to certain "reasonable errors"
and allocation of forfeitures) or, if Section 3.10 does not apply, the Plan
Administrator will dispose of the Excess Amount under Section 9.12.

         3.08     ESTIMATING COMPENSATION. Prior to the determination of the
Participant's actual Compensation for a Limitation Year, the Plan Administrator
may determine the Maximum Permissible Amount on the basis of the Participant's
estimated annual Compensation for such Limitation Year. The Plan Administrator
must make this determination on a reasonable and uniform basis for all
Participants similarly situated. The Plan Administrator must reduce the
allocation of any Employer contributions (including any allocation of
forfeitures) based on estimated annual Compensation by any Excess Amounts
carried over from prior Limitation Years.

         3.09     DETERMINATION BASED ON ACTUAL COMPENSATION. As soon as is
administratively feasible after the end of the Limitation Year, the Plan
Administrator will determine the Maximum Permissible Amount for the Limitation
Year on the basis of the Participant's actual Compensation for such Limitation
Year.

         3.10     DISPOSITION OF ALLOCATED EXCESS AMOUNT. If, because of a
reasonable error in estimating a Participant's actual Limitation Year
Compensation, because of the allocation of forfeitures, because of a reasonable
error in determining a Participant's deferral contributions or because of any
other facts and circumstances the Internal Revenue Service ("Revenue Service")
considers to constitute reasonable error, a Participant receives an allocation
of an Excess Amount for a Limitation Year, the Plan Administrator will dispose
of such Excess Amount as follows:

         (a)      The Plan Administrator first will return to the Participant
         any Employee contributions (adjusted for earnings) and then any
         Participant deferral contributions (adjusted for earnings) to the
         extent necessary to reduce or eliminate the Excess Amount.

         (b)      If, after the application of Paragraph (a), an Excess Amount
         still exists and the Plan covers the Participant at the end of the
         Limitation Year, the Plan Administrator then will use the Excess
         Amount(s) to reduce future Employer contributions (including any
         allocation of forfeitures) under the Plan for the next Limitation Year
         and for each succeeding Limitation Year, as is necessary, for the
         Participant. If the Employer's Plan is a profit sharing plan, a
         Participant who is a Highly Compensated Employee may elect to limit
         his/her Compensation for allocation purposes to the extent necessary to
         reduce his/her allocation for the Limitation Year to the Maximum
         Permissible Amount and to eliminate the Excess Amount.

         (c)      If, after the application of Paragraph (a), an Excess Amount
         still exists and the Plan does not cover


                                       13
<PAGE>

         the Participant at the end of the Limitation Year, the Plan
         Administrator then will hold the Excess Amount unallocated in a
         suspense account. The Plan Administrator will apply the suspense
         account to reduce Employer Contributions (including the allocation of
         forfeitures) for all remaining Participants in the next Limitation
         Year, and in each succeeding Limitation Year if necessary. Neither the
         Employer nor any Employee may contribute to the Plan for any Limitation
         Year in which the Plan is unable to allocate fully a suspense account
         maintained pursuant to this Paragraph (c). Amounts held unallocated in
         a suspense account will not share in any allocation of Trust Fund net
         income, gain or loss.

         (d)      The Plan Administrator under Paragraphs (b) or (c) will not
         distribute any Excess Amount(s) to Participants or to former
         Participants.

         [Note: Sections 3.11 through 3.15 apply only to Participants who, in
addition to this Plan, participate in one or more M&P defined contribution plans
(including Paired Plans), welfare benefit funds (as defined in Code ss. 419(e)),
individual medical accounts (as defined in Code ss. 415(1)(2), or simplified
employee pension plans (as defined in Code ss. 408(k)) maintained by the
Employer and which provide an Annual Addition during the Limitation Year
(collectively "Code ss. 415 aggregated plans").]

         3.11     COMBINED PLANS ANNUAL ADDITIONS LIMITATION. The amount of
Annual Additions which the Plan Administrator may allocate under this Plan to a
Participant's Account for a Limitation Year may not exceed the Maximum
Permissible Amount, reduced by the sum of any Annual Additions allocated to the
Participant's accounts for the same Limitation Year under the Code ss. 415
aggregated plans. If the amount the Employer otherwise would allocate to the
Participant's Account under this Plan would cause the Annual Additions for the
Limitation Year to exceed this Section 3.11 combined plans limitation, the
Employer will reduce the amount of its allocation to that Participant's Account
in the manner described in Section 3.07, so the Annual Additions under all of
the Code ss. 415 aggregated plans for the Limitation Year will equal the Maximum
Permissible Amount. If the Plan Administrator allocates to a Participant an
amount attributed to this Plan under Section 3.14 which exceeds this Section
3.11 combined plans limitation, the Plan Administrator must dispose of the
Excess Amount in accordance with Section 3.15 (relating to certain "reasonable
errors" and allocation of forfeitures) or, if Section 3.15 does not apply, the
Plan Administrator will dispose of the Excess Amount under Section 9.12.

         3.12     ESTIMATING COMPENSATION. Prior to the determination of the
Participant's actual Compensation for the Limitation Year, the Plan
Administrator may determine the Section 3.11 combined plans limitation on the
basis of the Participant's estimated annual Compensation for such Limitation
Year. The Plan Administrator will make this determination on a reasonable and
uniform basis for all Participants similarly situated. The Plan Administrator
must reduce the allocation of any Employer contribution (including the
allocation of Participant forfeitures) based on estimated annual Compensation by
any Excess Amounts carried over from prior years.


         3.13     DETERMINATION BASED ON ACTUAL COMPENSATION. As soon as is
administratively feasible after the end of the Limitation Year, the Plan
Administrator will determine the Section 3.11 combined plans limitation on the
basis of the Participant's actual Compensation for such Limitation Year.

         3.14     ORDERING OF ANNUAL ADDITION ALLOCATIONS. If, because of a
reasonable error in estimating a Participant's actual Limitation Year
Compensation, because of the allocation of forfeitures, because of a reasonable
error in determining a Participant's deferral contributions or because of any
other facts and circumstances the Revenue Service considers to constitute
reasonable error, a Participant's Annual Additions under this Plan and the Code
ss. 415 aggregated plans result in an Excess Amount, such Excess Amount will
consist of the Amounts last allocated. The Plan Administrator will determine the
Amounts last allocated by treating the Annual Additions attributable to a
simplified employee pension as allocated first, followed by allocation to a
welfare benefit fund or individual medical account, irrespective of the actual
allocation date. If the Plan Administrator allocates an Excess Amount to a
Participant on an allocation date of this Plan which coincides with an
allocation date of another plan, unless the Employer specifies otherwise in an
Addendum to its Adoption Agreement, the Excess Amount attributed to this Plan
will equal the product of:

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

         (b)      the ratio of (i) the Annual Additions allocated to the
                  Participant as of such date for the Limitation Year under the
                  Plan to (ii) the total Annual Additions allocated to the
                  Participant as of such date for the Limitation Year under this
                  Plan and the Code ss. 415 aggregated plans.

         3.15     DISPOSITION OF ALLOCATED EXCESS AMOUNT ATTRIBUTABLE TO PLAN.
The Plan Administrator will dispose of any allocated Excess Amounts described in
and attributed to this Plan under Section 3.14 as provided in Section 3.10 or,
as applicable under Section 9.12.

         [Note: Section 3.16 applies only to Participants who, in addition to
this Plan, participate in one or more qualified defined contribution plans
maintained by the Employer during the Limitation Year, but which are not M&P
plans described in Sections 3.11 through 3.15.]

         3.16     OTHER DEFINED CONTRIBUTION PLANS LIMITATION. If a Participant
is a participant in another defined contribution plan maintained by the
Employer, but which plan is not an M&P plan described in Sections 3.11 through
3.15, the Plan Administrator must limit the allocation to the Participant of
Annual Additions under this Plan as provided in Sections 3.11 through 3.15, as
though the other defined contribution plan were an M&P plan, unless the Employer
specifies otherwise in an Addendum to its Adoption Agreement.


                                       14
<PAGE>
         3.17     DEFINED BENEFIT PLAN LIMITATION. If the Employer maintains a
defined benefit plan, or has ever maintained a defined benefit plan which the
Employer has terminated, then the sum of the defined benefit plan fraction and
the defined contribution plan fraction for any Participant for any Limitation
Year beginning before January 1, 2000, must not exceed 1.0. The 1.0 limitation
of the immediately preceding sentence does not apply for Limitation Years
beginning after December 31, 1999, unless the Employer in Appendix B to its
Adoption Agreement specifies a later effective date. To the extent necessary to
satisfy the 1.0 limitation, if the Employer still maintains the defined benefit
plan as an active plan, the Employer in its Adoption Agreement Appendix B will
elect whether to reduce the Participant's projected annual benefit under the
defined benefit plan under which the Participant participates, or to reduce its
contribution or allocation on behalf of the Participant to the defined
contribution plan(s) under which the Participant participates. If the Employer
has frozen or terminated the defined benefit plan, the Employer will reduce its
contribution or allocation on behalf of the Participant to the defined
contribution plan(s) under which the Participant participates. The Employer must
provide in Appendix B to its Adoption Agreement the manner in which the Plan
will satisfy the top-heavy requirements of Code ss. 416 after taking into
account the existence (or prior maintenance) of the defined benefit plan.

         3.18     DEFINITIONS - ARTICLE III. For purposes of Article III:

         (a)      "Annual Additions" means the sum of the following amounts
         allocated to a Participant's Account for a Limitation Year: (i) all
         Employer contributions (including Participant deferral contributions);
         (ii) all forfeitures; (iii) all Employee contributions; (iv) Excess
         Amounts reapplied to reduce Employer contributions under Section 3.10
         or Section 3.15; (v) amounts allocated after March 31, 1984, to an
         individual medical account (as defined in Code ss. 415(1)(2)) included
         as part of a pension or annuity plan maintained by the Employer; (vi)
         contributions paid or accrued after December 31, 1985, for taxable
         years ending after December 31, 1985, attributable to post-retirement
         medical benefits allocated to the separate account of a key-employee
         (as defined in Code ss. 419A(d)(3)) under a welfare benefit fund (as
         defined in Code ss. 419(e)) maintained by the Employer; (vii) amounts
         allocated under a Simplified Employee Pension Plan; and (viii)
         corrected excess contributions described in Code ss. 401(k) and
         corrected excess aggregate contributions described in Code ss. 401(m).
         Excess deferrals described in Code ss. 402(g), which the Plan
         Administrator corrects by distribution by April 15 of the following
         calendar year, are not Annual Additions.

         (b)      "Compensation" for purposes of applying the limitations of
         Part 2 of this Article III, means Compensation as defined in Section
         1.07, except, for Limitation Years beginning after December 31, 1997,
         Compensation includes Elective Contributions, irrespective of whether
         the Employer has elected to include these amounts as Compensation under
         Section 1.07 of its Adoption Agreement and any exclusion the Employer
         has elected in Section 1.07 of the Adoption Agreement does not apply.

         (c)      "Employer" means the Employer and any Related Employer. Solely
         for purposes of applying the limitations of Part 2 of this Article III,
         the Plan Administrator will determine Related Employer by modifying
         Code ss.ss. 414(b) and (c) in accordance with Code ss. 415(h).

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

         (e)      "Limitation Year" means the period the Employer elects in its
         Adoption Agreement Section 1.24. All qualified plans of the Employer
         must use the same Limitation Year. If the Employer amends the
         Limitation Year to a different 12-consecutive month period, the new
         Limitation Year must begin on a date within the Limitation Year for
         which the Employer makes the amendment, creating a short Limitation
         Year.

         (f)      "M&P Plan" means a prototype plan the form of which is the
         subject of a favorable opinion letter (or prior to Revenue Procedure
         2000-20, a favorable notification or favorable opinion letter) from the
         Revenue Service.

         (g)      "Maximum Permissible Amount" means the lesser of: (i) $30,000
         (or, if greater, the $30,000 amount as adjusted under Code ss. 415(d)),
         or (ii) 25% of the Participant's Compensation for the Limitation Year.
         If there is a short Limitation Year because of a change in Limitation
         Year, the Plan Administrator will multiply the $30,000 (or adjusted)
         limitation by the following fraction:

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

The 25% limitation does not apply to any contribution for medical benefits
within the meaning of Code ss. 401(h) or Code ss. 419A(f)(2) which otherwise is
an Annual Addition.

         (h)      "Defined contribution plan" means a retirement plan which
         provides for an individual account for each participant and for
         benefits based solely on the amount contributed to the participant's
         account, and any income, expenses, gains and losses, and any
         forfeitures of accounts of other participants which the plan may
         allocate to such participant's account. The Plan Administrator must
         treat all defined contribution plans (whether or not terminated)
         maintained by the Employer as a single plan. Solely for purposes of the
         limitations of Part 2 of this Article III, employee contributions made
         to a defined benefit plan maintained by the Employer is a separate
         defined contribution plan. The Plan Administrator also will treat as a
         defined contribution plan an individual medical account (as defined in
         Code ss. 415(1)(2)) included as part of a defined benefit plan
         maintained by the Employer and, for taxable years ending after December
         31, 1985, a welfare benefit fund under Code ss. 419(e) maintained by
         the Employer to the extent there are post-retirement medical benefits


                                       15
<PAGE>

         allocated to the separate account of a key employee (as defined in
         Code ss. 419A(d)(3)).

         (i)      "Defined benefit plan" means a retirement plan which does not
         provide for individual accounts for Employer contributions. All defined
         benefit plans (whether or not terminated) maintained by the Employer
         are a single plan.

         [Note: The definitions in Paragraphs (j), (k) and (1) apply only if the
limitation described in Section 3.17 applies to the Plan.]

         (j)      "Defined benefit plan fraction" means the following fraction:

                Projected annual benefit of the Participant under
                           the defined benefit plan(s)
-------------------------------------------------------------------------------
          The lesser of: (i) 125% (subject to the "100% limitation" in
                              Paragraph (1)) of the
                     dollar limitation in effect under Code
                  ss. 415(b)(l)(A) for the Limitation Year, or
             (ii) 140% of the Participant's average Compensation for
               his/her high three (3) consecutive Years of Service

         To determine the denominator of this fraction, the Plan Administrator
will make any adjustment required under Code ss. 415(b) and will determine a
Year of Service, unless the Employer provides otherwise in an Addendum to its
Adoption Agreement, as a Plan Year in which the Employee completed at least
1,000 Hours of Service. The "projected annual benefit" is the annual retirement
benefit (adjusted to an actuarially equivalent straight life annuity if the
defined benefit plan expresses such benefit in a form other than a straight life
annuity or qualified joint and survivor annuity) of the Participant under the
terms of the defined benefit plan on the assumptions he/she continues employment
until his/her normal retirement age (or current age, if later) as stated in the
defined benefit plan, his/her compensation continues at the same rate as in
effect in the Limitation Year under consideration until the date of his/her
normal retirement age and all other relevant factors used to determine benefits
under the defined benefit plan remain constant as of the current Limitation Year
for all future Limitation Years.

         CURRENT ACCRUED BENEFIT. If the Participant accrued benefits in one or
more defined benefit plans maintained by the Employer which were in existence on
May 6, 1986, the dollar limitation used in the denominator of this fraction will
not be less than the Participant's Current Accrued Benefit. A Participant's
Current Accrued Benefit is the sum of the annual benefits under such defined
benefit plans which the Participant had accrued as of the end of the 1986
Limitation Year (the last Limitation Year beginning before January 1, 1987),
determined without regard to any change in the terms or conditions of the
defined benefit plan made after May 5, 1986, and without regard to any cost of
living adjustment occurring after May 5, 1986. This Current Accrued Benefit rule
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Code ss. 415 as in effect at the end of the 1986
Limitation Year.

         (k)      "Defined contribution plan fraction" means the following
         fraction:

             The sum, as of the close of the Limitation Year, of the
                    Annual Additions for all Limitation Years
                       to the Participant's Account under
                        the defined contribution plan(s)
-------------------------------------------------------------------------------
            The sum of the lesser of the following amounts determined
           for the Limitation Year and for each prior Limitation Year
                     of service with the Employer: (i) 125%
              (subject to the "100% limitation" in Paragraph (1))
                    of the dollar limitation in effect under
                 Code ss. 415(c)(l)(A) for the Limitation Year
          (determined without regard to the special dollar limitations
                     for employee stock ownership plans), or
               (ii) 35% of the Participant's Compensation for the
                                 Limitation Year

For purposes of determining the defined contribution plan fraction, the Plan
Administrator will not recompute Annual Additions in Limitation Years beginning
prior to January 1, 1987, to treat all Employee contributions as Annual
Additions. If the Plan satisfied Code ss. 415 for Limitation Years beginning
prior to January 1, 1987, the Plan Administrator will redetermine the defined
contribution plan fraction and the defined benefit plan fraction as of the end
of the 1986 Limitation Year, in accordance with this Section 3.18. If the sum of
the redetermined fractions exceeds 1.0, the Plan Administrator will subtract
permanently from the numerator of the defined contribution plan fraction an
amount equal to the product of: (1) the excess of the sum of the fractions over
1.0, times (2) the denominator of the defined contribution plan fraction. In
making the adjustment, the Plan Administrator must disregard any accrued benefit
under the defined benefit plan which is in excess of the Current Accrued
Benefit. This Plan continues any transitional rules applicable to the
determination of the defined contribution plan fraction under the Plan as of the
end of the 1986 Limitation Year.

         (1)      "100% limitation" means the limitation in Code ss. 416(h)
         which applies if the plan is top-heavy. If the 100% limitation applies,
         the Plan Administrator must determine the denominator of the defined
         benefit plan fraction and the denominator of the defined contribution
         plan fraction by substituting 100% for 125%. If this Plan is a
         Standardized Plan, the 100% limitation applies in all Limitation Years,
         unless the Employer specifies otherwise in an Addendum to its Adoption
         Agreement. If the Employer overrides the 100% limitation under a
         Standardized Plan, the Employer must specify in its Addendum the manner
         in which the Plan satisfies the extra minimum benefit requirement of
         Code ss. 416(h) and the 100% limitation must continue to apply if the
         Plan's top-heavy ratio exceeds 90%. If this Plan is a Nonstandardized
         Plan, the 100% limitation applies only if: (i) the Plan's top-heavy
         ratio exceeds 90%; or (ii) the Plan's top-heavy ratio is greater than
         60%, and the Employer does not specify in its Adoption Agreement to
         provide extra minimum benefits which satisfy Code ss. 416(h)(2).


                                       16
<PAGE>
                                   ARTICLE IV
                           PARTICIPANT CONTRIBUTIONS

         4.01     PARTICIPANT CONTRIBUTIONS. For purposes of this Article IV,
Participant contributions means all Employee contributions described in Section
4.02, deductible Participant contributions described in Section 4.03 ("DECs")
and rollover contributions described Section 4.04.

         4.02     EMPLOYEE CONTRIBUTIONS. An Employee contribution is a
nondeductible contribution which a Participant makes to the Trust as permitted
under this Section 4.02. A deferral contribution made by a Participant under a
401(k) arrangement is not an Employee contribution. Employee contributions must
satisfy the nondiscrimination requirements of Code ss. 401(m). See Section
14.09. An Employer must elect in its Adoption Agreement whether to permit
Employee contributions. If the Employer elects to permit Employee contributions,
the Employer also must specify in its Adoption Agreement any conditions or
limitations which may apply to Employee contributions. If the Employer permits
Employee contributions, the Employer operationally will determine if a
Participant will make Employee contributions through payroll deduction or by
other means.

         The Employer must elect in its Adoption Agreement whether the Employer
will make matching contributions with respect to any Employee contributions and
any conditions or limitations which may apply to those matching contributions.
Any matching contribution must satisfy the nondiscrimination requirements of
Code ss. 401 (m). See Section 14.09.

         4.03     DECs. A DEC is a deductible Participant contribution made to
the Plan for a taxable year commencing prior to 1987. If a Participant has made
DECs to the Plan, the Plan Administrator must maintain a separate Account for
the Participant's DECs as adjusted for earnings, including DECs which are part
of a rollover contribution described in Section 4.04. The DECs Account is part
of the Participant's Account for all purposes of the Plan, except for purposes
of determining the top-heavy ratio under Article XII. The Plan Administrator may
not use a Participant's DECs Account to purchase life insurance on the
Participant's behalf.

         4.04     ROLLOVER CONTRIBUTIONS. A rollover contribution is an amount
of cash or property which the Code permits an eligible Employee or Participant
to transfer directly or indirectly to this Plan from another qualified plan. A
rollover contribution excludes Employee contributions, as adjusted for earnings.
An Employer operationally and on a nondiscriminatory basis, may elect to permit
or not to permit rollover contributions to this Plan or may elect to limit an
eligible Employee's right or a Participant's right to make a rollover
contribution. If an Employer permits rollover contributions, any Participant (or
as applicable, any eligible Employee), with the Employer's written consent and
after filing with the Trustee the form prescribed by the Plan Administrator, may
make a rollover contribution to the Trust. Before accepting a rollover
contribution, the Trustee may require a Participant (or eligible Employee) to
furnish satisfactory evidence the proposed transfer is in fact a "rollover
contribution" which the Code permits an employee to make to a qualified plan.
The Trustee, in its sole discretion, may decline to accept a rollover
contribution of property which could: (1) generate unrelated business taxable
income; (2) create difficulty or undue expense in storage, safekeeping or
valuation; or (3) create other practical problems for the Trust. A rollover
contribution is not an Annual Addition under Part 2 of Article III.

         If an eligible Employee makes a rollover contribution to the Trust
prior to satisfying the Plan's eligibility conditions, the Plan Administrator
and Trustee must treat the Employee as a limited Participant (as described in
Rev. Rul. 96-48 or in any successor ruling). A limited Participant does not
share in the Plan's allocation of Employer contributions nor Participant
forfeitures and may not make deferral contributions if the Plan includes a
401(k) arrangement until he/she actually becomes a Participant in the Plan. If a
limited Participant has a Separation from Service prior to becoming a
Participant in the Plan, the Trustee will distribute his/her rollover
contributions Account to him/her in accordance with Article VI as if it were an
Employer contributions Account.

         4.05     PARTICIPANT CONTRIBUTIONS - VESTING. A Participant's
Participant contributions Account is, at all times, 100% Vested.

         4.06     PARTICIPANT CONTRIBUTIONS - DISTRIBUTION. Subject to any
contrary Employer election in its Adoption Agreement Appendix A, an Employee,
after attaining age 70 1/2 may elect to receive distribution prior to Separation
from Service ("in-service distribution") of all or any part of his/her
Participant contributions Account. The Employer in its Adoption Agreement
Section 6.01 must elect the additional in-service distribution election rights,
if any, a Participant has with respect to his/her Participant contributions
Account. For purposes of the Employer's Adoption Agreement elections regarding
in-service distribution of Participant contributions, a Participant's Employee
contributions also includes DECs. A Participant will not incur a forfeiture of
any Account under the Plan solely as a result of the distribution of his/her
Participant contributions.

         The Trustee, following a Participant's Separation from Service, will
distribute to the Participant his/her Participant contributions Account in
accordance with Article VI in the same manner as the Trustee distributes the
Participant's Employer contributions Account.

         4.07     PARTICIPANT CONTRIBUTIONS - INVESTMENT AND ACCOUNTING. The
Plan Administrator must maintain a separate Account in the name of each
Participant to reflect his/her Participant contributions (including, if
applicable, the different types of Participant contributions), as adjusted for
earnings. The Trustee will invest all Participant contributions as part of the
Trust Fund.


                                       17
<PAGE>

                                    ARTICLE V
                                     VESTING

         5.01     NORMAL/EARLY RETIREMENT AGE. The Employer in its Adoption
Agreement must specify the Plan's Normal Retirement Age. An Employer in its
Adoption Agreement may specify an Early Retirement Age. A Participant's Account
Balance derived from Employer contributions is 100% Vested upon and after
his/her attaining Normal Retirement Age (or if applicable, Early Retirement Age)
if the Participant is employed by the Employer on or after that date.

         5.02     PARTICIPANT DEATH OR DISABILITY. Unless the Employer elects
otherwise in its Adoption Agreement, a Participant's Account Balance derived
from Employer contributions is 100% Vested if the Participant's Separation from
Service is a result of his/her death or his/her Disability.

         5.03     VESTING SCHEDULE. Except as provided in Sections 5.01 and
5.02, for each Year of Service as described in Section 5.06, a Participant's
Vested percentage of his/her Account Balance derived from Employer contributions
equals the percentage under the vesting schedule the Employer has elected in its
Adoption Agreement.

         For purposes of Adoption Agreement Section 5.03, "6-year graded,"
"3-year cliff," "7-year graded" or "5-year cliff" means an Employee's Vested
percentage, based on each included Year of Service, under the following
applicable schedule:

<TABLE>
<CAPTION>
6-YEAR GRADED                                    7-YEAR GRADED
<S>                                              <C>
0-1 year /  0%                                   0-2 years / 0%
2 years /  20%                                    3 years / 20%
3 years /  40%                                    4 years / 40%
4 years /  60%                                    5 years / 60%
5 years /  80%                                    6 years / 80%
6 years / 100%                                   7 years / 100%
</TABLE>

<TABLE>
<CAPTION>
3-YEAR CLIFF                                      5-YEAR CLIFF
<S>                                              <C>
0-2 years / 0%                                   0-4 years / 0%
3 years / 100%                                   5 years / 100%
</TABLE>

(A) "GROSSED-UP" VESTING FORMULA. If the Trustee makes a distribution (other
than a cash-out distribution described in Section 5.04) to a partially-Vested
Participant, and the Participant has not incurred a Forfeiture Break in Service
at the relevant time, the provisions of this Section 5.03(A) apply to the
Participant's Account Balance. At any relevant time following the distribution,
the Plan Administrator will determine the Participant's Vested Account Balance
derived from Employer contributions in accordance with the following formula:
P(AB + D) - D.

         To apply this formula, "P" is the Participant's current vesting
percentage at the relevant time, "AB" is the Participant's Employer-derived
Account Balance at the relevant time and "D" is the amount of the earlier
distribution. If, under a restated Plan, the Plan has made distribution to a
partially-Vested Participant prior to its restated Effective Date and is unable
to apply the cash-out provisions of Section 5.04 to that prior distribution,
this special vesting formula also applies to that Participant's remaining
Account Balance. The Employer, in an Addendum to its Adoption Agreement, may
elect to modify this formula to read as follows: P(AB + (R x D)) - (R x D). For
purposes of this alternative formula, "R" is the ratio of "AB" to the
Participant's Employer-derived Account Balance immediately following the earlier
distribution.

(B) SPECIAL VESTING ELECTIONS. The Employer in its Adoption Agreement may elect
other specified vesting provisions which are consistent with Code ss. 411 and
applicable Treasury regulations.

         5.04     CASH-OUT TO DISTRIBUTIONS PARTICIPANTS/ PARTIALLY-VESTED
ACCOUNT RESTORATION OF FORFEITED BALANCE. If, pursuant to Article VI, a
partially-Vested Participant receives a cash-out distribution before he/she
incurs a Forfeiture Break in Service, the Participant will incur an immediate
forfeiture of the non-Vested portion of his/her Account Balance. If a
partially-Vested Participant's Account is entitled to an allocation of Employer
contributions or Participant forfeitures for the Plan Year in which he/she
otherwise would incur a forfeiture by reason of a cash-out distribution, the
Plan Administrator will apply the cash-out forfeiture rule as if the
partially-Vested Participant received a cash-out distribution on the first day
of the immediately following Plan Year. A partially-Vested Participant is a
Participant whose Vested percentage determined under Section 5.03 is more than
0% but is less than 100%. A cash-out distribution is a distribution to the
Participant (whether involuntary or with required consent as described in
Article VI), of his/her entire Vested Account Balance due to the Participant's
Separation from Service.

(A) FORFEITURE RESTORATION AND CONDITIONS FOR RESTORATION. A partially-Vested
Participant re-employed by the Employer after receiving a cash-out distribution
of the Vested percentage of his/her Account Balance may repay to the Trust the
entire amount of the cash-out distribution attributable to Employer
contributions without any adjustment for gains and losses, unless the
Participant no longer has a right to restoration under this Section 5.04(A). If
a re-employed Participant repays his/her cash-out distribution, the Plan
Administrator, subject to the conditions of this Section 5.04(A), must restore
the Participant's Account Balance attributable to Employer contributions to the
same dollar amount as the dollar amount of his/her Account Balance on the
Accounting Date, or other valuation date, immediately preceding the date of the
cash-out distribution, unadjusted for any gains or losses occurring subsequent
to that Accounting Date, or other valuation date. Restoration of the
Participant's Account Balance includes restoration of all Protected Benefits
with respect to that restored Account Balance, in accordance with applicable
Treasury regulations. The Plan Administrator will not restore a re-employed
Participant's Account Balance under this Section 5.04 (A) if:


                                       18
<PAGE>

         (1)      5 years have elapsed since the Participant's first
         re-employment date with the Employer following the cash-out
         distribution;

         (2)      The Participant is not in the Employer's Service on the date
         the Participant repays his/her cash-out distribution; or

         (3)      The Participant has incurred a Forfeiture Break in Service.
         This condition also applies if the Participant makes repayment within
         the Plan Year in which he/she incurs the Forfeiture Break in Service
         and that Forfeiture Break in Service would result in a complete
         forfeiture of the amount the Plan Administrator otherwise would
         restore.

(B) TIME AND METHOD OF FORFEITURE RESTORATION. If none of the conditions in
Section 5.04(A) preventing restoration of the Participant's Account Balance
applies, the Plan Administrator will restore the Participant's Account Balance
as of the Plan Year Accounting Date coincident with or immediately following the
repayment. To restore the Participant's Account Balance, the Plan Administrator,
to the extent necessary, will allocate to the Participant's Account:

         (1)      First, the amount, if any, of Participant forfeitures the Plan
         Administrator otherwise would allocate under Section 3.05;

         (2)      Second, the amount, if any, of the Trust Fund net income or
         gain for the Plan Year; and

         (3)      Third, the Employer contribution for the Plan Year to the
         extent made under a discretionary formula.

         In an Addendum to its Adoption Agreement, the Employer may eliminate as
a means of restoration any of the amounts described in clauses (1), (2) and (3)
or may change the order of priority of these amounts. To the extent the amounts
described in clauses (1), (2) and (3) are insufficient to enable the Plan
Administrator to make the required restoration, the Employer must contribute,
without regard to any requirement or condition of Article III, the additional
amount necessary to enable the Plan Administrator to make the required
restoration. If, for a particular Plan Year, the Plan Administrator must restore
the Account Balance of more than one re-employed Participant, the Plan
Administrator will make the restoration allocations from the amounts described
in clauses (1), (2) and (3) to each such Participant's Account in the same
proportion that a Participant's restored amount for the Plan Year bears to the
restored amount for the Plan Year of all re-employed Participants. A cash-out
restoration allocation is not an Annual Addition under Part 2 of Article III.

(C) DEEMED CASH-OUT OF 0% VESTED PARTICIPANT. Except as the Employer may provide
in an Addendum to its Adoption Agreement, the deemed cash-out rule of this
Section 5.04(C) applies to any 0% Vested Participant. A "0% Vested Participant"
is a Participant whose Account Balance derived from Employer contributions is
entirely forfeitable at the time of his/her Separation from Service. If a 0%
Vested Participant's Account is not entitled to an allocation of Employer
contributions for the Plan Year in which the Participant has a Separation from
Service, the Plan Administrator will apply the deemed cash-out rule as if the 0%
Vested Participant received a cash-out distribution on the date of the
Participant's Separation from Service. If a 0% Vested Participant's Account is
entitled to an allocation of Employer contributions or Participant forfeitures
for the Plan Year in which the Participant has a Separation from Service, the
Plan Administrator will apply the deemed cash-out rule as if the 0% Vested
Participant received a cash-out distribution on the first day of the first Plan
Year beginning after his/her Separation from Service. For purposes of applying
the restoration provisions of this Section 5.04, the Plan Administrator will
treat a re-employed 0% Vested Participant as repaying his/her cash-out
"distribution" on the date of the Participant's re-employment with the Employer.

         5.05     ACCOUNTING REPAYMENT FOR CASH-OUT. As soon as is
administratively practicable, the Plan Administrator will credit to the
Participant's Account the cash-out amount a Participant has repaid to the Plan.
Pending the restoration of the Participant's Account Balance, the Plan
Administrator under Section 9.08(B) may direct the Trustee to place the
Participant's cash-out repayment in a temporary segregated investment Account.
Unless the cash-out repayment qualifies as a Participant rollover contribution,
the Plan Administrator will direct the Trustee to repay to the Participant as
soon as is administratively practicable, the full amount of the Participant's
cash-out repayment if the Plan Administrator determines any of the conditions of
Section 5.04(A) prevents restoration as of the applicable Accounting Date,
notwithstanding the Participant's repayment.

         5.06     YEAR OF SERVICE - VESTING. For purposes of determining a
Participant's vesting under Section 5.03, "Year of Service" means the
12-consecutive month vesting computation period the Employer elects in its
Adoption Agreement during which an Employee completes the number of Hours of
Service (not exceeding 1,000) specified in the Adoption Agreement or, if the
Plan applies the Elapsed Time Method of crediting Vesting Service, the vesting
computation period for which the Employee receives credit for a Year of Service
under the Service crediting rules of Section 1.15(D). A Year of Service includes
any Year of Service completed prior to the Effective Date of the Plan, except as
provided in Section 5.08.

         5.07     BREAK IN SERVICE AND FORFEITURE BREAK IN SERVICE - VESTING.
For purposes of this Article V, a Participant incurs a "Break in Service" if
during any vesting computation period he/she does not complete more than 500
Hours of Service or, if the Plan applies the Elapsed Time Method of crediting
Service, the Participant has a Period of Severance of at least 12 consecutive
months. If, pursuant to Section 5.06, the Plan does not require more than 500
Hours of Service to receive credit for a Year of Service, a Participant incurs a
Break in Service in a vesting computation period in which he/she fails to
complete a Year of Service. A Participant incurs a Forfeiture Break in Service
when he/she incurs 5 consecutive Breaks in Service. The Plan does not apply the
Break in Service (one year hold-out) rule for vesting under Code
ss. 411(a)(6)(B). Therefore, an Employee need not


                                       19
<PAGE>

complete a Year of Service after a Break in Service before the Plan takes into
account the Employee's otherwise includible pre-Break Years of Service under
this Article V.

         5.08     INCLUDED YEARS OF SERVICE - VESTING. For purposes of
determining "Years of Service" under Section 5.06, the Plan takes into account
all Years of Service an Employee completes with the Employer except:

         (a)      For the sole purpose of determining a Participant's Vested
         percentage of his/her Account Balance derived from Employer
         contributions which accrued for his/her benefit prior to a Forfeiture
         Break in Service or receipt of a cash-out distribution, the Plan
         disregards any Year of Service after the Participant first incurs a
         Forfeiture Break in Service or receives a cash-out distribution (except
         where the Plan Administrator restores the Participant's Account under
         Section 5.04(A)).

         (b)      Consistent with Code ss.411(a)(4), any Year of Service the
         Employer elects to exclude under its Adoption Agreement.

         5.09     FORFEITURE OCCURS. A Participant's forfeiture of his/her
non-Vested Account Balance derived from Employer contributions occurs under the
Plan on the earlier of:

         (a)      The last day of the vesting computation period in which the
         Participant first incurs a Forfeiture Break in Service; or

         (b)      The date the Participant receives a cash-out distribution.

         The Plan Administrator determines the percentage of a Participant's
Account Balance forfeiture, if any, under this Section 5.09 solely by reference
to the vesting schedule the Employer elected in its Adoption Agreement. A
Participant does not forfeit any portion of his/her Account Balance for any
other reason or cause except as expressly provided by this Section 5.09 or as
provided under Section 9.11.

         5.10     RULE OF PARITY - VESTING. The Employer may elect in its
Adoption Agreement to apply the "rule of parity" under Code ss. 411(a)(6)(D) for
purposes of determining vesting Years of Service. Under the rule of parity, the
Plan Administrator excludes a Participant's Years of Service before a Break in
Service if: (a) the number of the Participant's consecutive Breaks in Service
equals or exceeds 5; and (b) the Participant is 0% Vested in his/her Account
Balance derived from Employer contributions at the time he/she has the Breaks in
Service.

         5.11     AMENDMENT TO VESTING SCHEDULE. The Employer under Section
13.02 may amend the Plan's vesting schedule(s) under Section 5.03 at any time.
However, the Plan Administrator will not apply the amended vesting schedule to
reduce any Participant's existing Vested percentage (determined on the later of
the date the Employer adopts the amendment, or the date the amendment becomes
effective) in the Participant's existing and future Account Balance attributable
to Employer contributions, to a percentage less than the Vested percentage
computed under the Plan without regard to the amendment. Furthermore, an amended
vesting schedule will apply to a Participant only if the Participant receives
credit for at least one Hour of Service after the new vesting schedule becomes
effective.

     If the Employer amends the Plan's vesting schedule, each Participant having
completed at least 3 Years of Service (as described in Section 5.06) with the
Employer prior to the expiration of the election period described below, may
irrevocably elect to have the Plan Administrator determine the Vested percentage
of his/her Account Balance without regard to the amendment. The Participant must
file his/her election with the Plan Administrator within 60 days of the latest
of: (a) the Employer's adoption of the amendment; (b) the effective date of the
amendment; or (c) the Participant's receipt of a copy of the amendment. The Plan
Administrator, as soon as practicable, must forward a true copy of any amendment
to the vesting schedule to each affected Participant, together with a written
explanation of the effect of the amendment, the appropriate form upon which the
Participant may make an election to remain under the pre-amendment vesting
schedule and notice of the time within which the Participant must make an
election to remain under the pre-amendment vesting schedule. The election
described in this Section 5.11 does not apply to a Participant if the amended
vesting schedule provides for vesting at least as rapid at any time as the
vesting schedule in effect prior to the amendment. For purposes of this Section
5.11, an amendment to the vesting schedule includes any Plan amendment which
directly or indirectly affects the computation of the Vested percentage of a
Participant's Account Balance. Furthermore, any shift in the Plan's vesting
schedule under Article XII, due to a change in the Plan's top-heavy status, is
an amendment to the vesting schedule for purposes of this Section 5.11.

         5.12     DEFERRAL CONTRIBUTIONS TAKEN INTO ACCOUNT. If the Plan
includes a 401(k) arrangement, the vesting rules described in Article V must
take into account a Participant's deferral contributions for purposes of
determining: (1) if a Participant's distribution is of his/her entire Vested
Account balance as required for a cash-out distribution under Section 5.04; (2)
if a Participant repays the entire amount of a prior cash-out distribution so
the Participant is entitled to restoration under Section 5.04(A); and (3) if a
Participant is 0% vested under Section 5.04(C) and under Section 5.10.


                                       20
<PAGE>

                                   ARTICLE VI
                                  DISTRIBUTIONS

         6.01     TIMING OF DISTRIBUTION. The Plan Administrator will direct the
Trustee to commence distribution of a Participant's Vested Account Balance in
accordance with this Section 6.01 upon the Participant's Separation from Service
for any reason, or if the Participant exercises an in-Service distribution right
under the Plan. The Trustee may make Plan distributions on any administratively
practicable date during the Plan Year, consistent with the Employer's elections
in its Adoption Agreement.

(A) DISTRIBUTION UPON SEPARATION FROM SERVICE (OTHER THAN DEATH).

         (1)      PARTICIPANT'S VESTED ACCOUNT BALANCE NOT EXCEEDING $5,000.
Upon the Participant's Separation from Service for any reason other than death,
the Plan Administrator (without any requirement of Participant or spousal
consent) will direct the Trustee to distribute the Participant's Vested Account
Balance (determined in accordance with Section 6.01(A)(6)) not exceeding $5,000
in a lump sum (without regard to Section 6.04), at the time specified in the
Adoption Agreement, but in no event later than the 60th day following the close
of the Plan Year in which the later of the following events occur: (a) the
Participant attains Normal Retirement Age; or (b) the Participant Separates from
Service.

         (2)      PARTICIPANT'S VESTED ACCOUNT BALANCE EXCEEDS $5,000. Upon the
Participant's Separation from Service for any reason other than death, the Plan
Administrator, subject to the Participant's election to postpone distribution
under this Section 6.01(A)(2) and the consent requirements of Section
6.01(A)(5), will direct the Trustee to commence distribution of the
Participant's Vested Account Balance (determined in accordance with Section
6.01(A)(6)) exceeding $5,000, at the time specified in the Adoption Agreement
and in a form under Section 6.03 elected by the Participant. Any election under
this Section 6.01(A)(2) is subject to the requirements of Section 6.02 and of
Section 6.04.

         A Participant eligible to make an election under this Section
6.01(A)(2) may elect to postpone distribution beyond the time the Employer has
elected in its Adoption Agreement, to any specified date including, but not
beyond the Participant's Required Beginning Date, unless the Employer, in its
Adoption Agreement, specifically limits a Participant's right to postpone
distribution of his/her Account Balance to the later of the date the Participant
attains age 62 or Normal Retirement Age. The Plan Administrator will reapply the
notice and consent requirements of Section 6.01(A)(4) and Section 6.01(A)(5) to
any distribution postponed under this Section 6.01(A)(2).

         In the absence of a Participant's consent and distribution election (as
described in Section 6.01(A)(5)) or in the absence of the Participant's election
to postpone distribution prior to his/her annuity starting date, the Plan
Administrator, consistent with the Employer's elections in its Adoption
Agreement, will treat the Participant as having elected to postpone his/her
distribution until the 60th day following the close of the Plan Year in which
the latest of the following events occurs: (a) the Participant attains Normal
Retirement Age; (b) the Participant attains age 62; or (c) the Participant
Separates from Service. At the applicable date, the Plan Administrator then will
direct the Trustee to distribute the Participant's Vested Account Balance in a
lump sum (or, if applicable, the annuity form of distribution required under
Section 6.04).

         (3)      DISABILITY. If the Participant's Separation from Service is
because of his/her Disability, the Plan Administrator will direct the Trustee to
pay the Participant's Vested Account Balance in the same manner as if the
Participant had incurred a Separation from Service without Disability.

         (4)      DISTRIBUTION NOTICE/ANNUITY STARTING DATE. At least 30 days
and not more than 90 days prior to the Participant's annuity starting date, the
Plan Administrator must provide a written notice (or a summary notice as
permitted under Treasury regulations) to a Participant who is eligible to make
an election under Section 6.01(A)(2) ("distribution notice"). The distribution
notice must explain the optional forms of benefit in the Plan, including the
material features and relative values of those options, and the Participant's
right to postpone distribution until the applicable date described in Section
6.01(A)(2). For all purposes of this Article VI, the term "annuity starting
date" means the first day of the first period for which the Plan pays an amount
as an annuity or in any other form but in no event is the "annuity starting
date" earlier than a Participant's Separation from Service.

         (5)      CONSENT REQUIREMENTS/PARTICIPANT DISTRIBUTION ELECTION. A
Participant must consent, in writing, following receipt of the distribution
notice, to any distribution under this Section 6.01, if at the time of the
distribution to the Participant, the Participant's Vested Account Balance
exceeds $5,000 and the Participant has not attained the later of Normal
Retirement Age or age 62. Accounts which are distributable prior to the
foregoing applicable age are "immediately distributable." Furthermore, the
Participant's spouse also must consent, in writing, to any distribution, for
which Section 6.04 requires the spouse's consent. The Participant may reconsider
his/her distribution election at any time prior to the annuity starting date and
elect to commence distribution as of any other distribution date permitted under
the Plan or under the Adoption Agreement. A Participant may elect to receive
distribution at any administratively practicable time which is earlier than 30
days following the Participant's receipt of the distribution notice, by waiving
in writing the balance of the 30 days. However, if the requirements of Section
6.04 apply, the Participant may not elect to commence distribution less than 7
days following the Participant's receipt of the distribution notice. The consent
requirements of this Section 6.01(A)(5) do not apply with respect to defaulted
loans described in Section 10.03(E).

         (6)      DETERMINATION OF VESTED ACCOUNT BALANCE. For purposes of the
consent requirements under this Article VI, the Plan Administrator determines a
Participant's Vested Account Balance as of the most recent valuation date
immediately prior to the distribution date, and takes


                                       21
<PAGE>

into account the Participant's entire Account, including deferral contributions.
The Plan Administrator in determining the Participant's Vested Account Balance
at the relevant time, will disregard a Participant's Vested Account Balance
existing on any prior date, except as the Code otherwise may require.

         (7)      CONSENT TO CASH-OUT/FORFEITURE. If a Participant is
partially-Vested in his/her Account Balance, a Participant's election under
Section 6.01(A)(2) to receive distribution prior to the Participant's incurring
a Forfeiture Break in Service, must be in the form of a cash-out distribution as
defined in Section 5.04.

         (8)      RETURN TO EMPLOYMENT. A Participant may not receive a
distribution by reason of Separation from Service, or continue any installment
distribution based on a prior Separation from Service, if, prior to the time the
Trustee actually makes the distribution, the Participant returns to employment
with the Employer.

(B) DISTRIBUTION UPON DEATH. In the event of the Participant's Separation from
Service on account of death, the Plan Administrator will direct the Trustee, in
accordance with this Section 6.01(B) and subject to Section 6.02(D), to
distribute to the Participant's Beneficiary the Participant's Vested Account
Balance remaining in the Trust at the time of the Participant's death.

         The Plan Administrator, subject to the requirements of Sections 6.04
and 6.02(D) or to a Beneficiary's written election (if authorized by the next
paragraph of this Section 6.01(B)), must direct the Trustee to distribute or
commence distribution of the deceased Participant's Vested Account Balance, as
soon as administratively practicable following the Participant's death or, if
later, the date on which the Plan Administrator receives notification of, or
otherwise confirms, the Participant's death. If the Participant's Vested Account
Balance determined in accordance with Section 6.01(A)(6) does not exceed $5,000,
the Trustee will distribute the balance in a lump sum without regard to Section
6.04. If the Participant's Vested Account Balance exceeds $5,000, the Trustee
will distribute the balance subject to Section 6.02(D).

         If the Participant's death benefit is payable in full to the
Participant's surviving spouse, the surviving spouse may elect distribution at
any time and in any form (except a joint and survivor annuity) the Plan would
permit a Participant to elect upon Separation from Service. The Participant, on
a form prescribed by the Plan Administrator, may (subject to the requirements of
Section 6.04) elect the payment method or the payment term or both, which will
apply to any Beneficiary, including his/her surviving spouse. The Participant's
election may limit any Beneficiary's right to increase the frequency or the
amount of any payments. Any payment term elected by the Participant must not
exceed the payment term the Code otherwise would permit the Beneficiary to elect
upon the Participant's death.

(C) IN-SERVICE DISTRIBUTION. The Employer must elect in its Adoption Agreement
the distribution election rights, if any, a Participant has prior to his/her
Separation from Service ("in-service distribution"). Subject to any contrary
Employer election in Appendix A to its Adoption Agreement, a Participant upon
attaining age 70 1/2, until he/she incurs a Separation from Service, has a
continuing election to receive all or any portion of his/her Account Balance,
including Employer contributions and Participant contributions. If the Employer
elects in its Adoption Agreement additional in-service distribution of any
Employer contribution (including deferral contributions), the Employer in its
Adoption Agreement must specify events or conditions, if any, applicable to such
in-service distributions. For special requirements regarding hardship
distributions, see Section 6.09. The Employer also must elect in its Adoption
Agreement the additional in-service distribution rights, if any, a Participant
has with respect to Participant contributions as defined in Section 4.01. If a
Participant receives an in-service distribution as to a partially-Vested
Account, and the Participant has not incurred a Forfeiture Break in Service, the
Plan Administrator will apply the vesting provisions of Section 5.03(A).

         A Participant must make any permitted in-service distribution election
under this Section 6.01(C) in writing and on a form prescribed by the Plan
Administrator which specifies the percentage or dollar amount of the
distribution and the Participant's Plan Account (Employer contributions or
Participant contributions and type) to which the election applies. If the Plan
permits in-service distributions, a Participant only may elect to receive one
in-service distribution per Plan Year under this Section 6.01(C) unless the
election form prescribed by the Plan Administrator provides for more frequent
distributions. The Trustee, as directed by the Plan Administrator and subject to
Sections 6.01(A)(4), 6.01(A)(5) and 6.04, will distribute the amount(s) a
Participant elects in single sum, as soon as administratively practicable after
the Participant files his/her in-service distribution election with the Plan
Administrator. The Trustee will distribute the Participant's remaining Account
Balance in accordance with the other provisions of this Article VI.

         The Trustee, prior to a Participant's Normal Retirement Age or
Disability may not make any in-service distribution to the Participant with
respect to his/her Account Balance attributable to assets (including
post-transfer earnings on those assets) and liabilities transferred, within the
meaning of Code ss.414(1), to a profit sharing plan from a money purchase
pension plan or from a target benefit plan qualified under Code ss.401(a)
(other than any portion of those assets and liabilities attributable to Employee
contributions).

         6.02     REQUIRED MINIMUM DISTRIBUTIONS.

(A) PRIORITY OF REQUIRED MINIMUM DISTRIBUTION. If any distribution under this
Article VI (by Plan provision or by Participant election or nonelection), would
commence later than the Participant's required beginning date ("RBD"), the Plan
Administrator instead must direct the Trustee to make distribution on the
Participant's RBD, subject only to the TEFRA election, if applicable, under
Section 6.11. The Employer in its Adoption Agreement Appendix B may elect to
apply a special effective date to the RBD definition or may elect in Appendix A
to continue to apply the RBD definition in effect prior to 1997 ("pre-SBJPA
RBD"). The Employer in its Adoption Agreement also may elect to require
distribution earlier than the RBD.


                                       22
<PAGE>

         (1)      RBD - MORE THAN 5% OWNER. A Participant's RBD is the April 1
following the close of the calendar year in which the Participant attains age 70
1/2 if the Participant is a more than 5% owner (as defined in Code ss.416) with
respect to the Plan Year ending in that calendar year. If a Participant is a
more than 5% owner at the close of the relevant calendar year, the Participant
may not discontinue required minimum distributions notwithstanding the
Participant's subsequent change in ownership status.

         (2)      RBD - NON 5% OWNERS. If the Participant is not a more than 5%
owner, his/her RBD is the April 1 following the close of the calendar year in
which the Participant incurs a Separation from Service or, if later, the April 1
following the close of the calendar year in which the Participant attains age 70
1/2. If a Participant is not a more than 5% owner, his/her pre-SBJPA RBD (if
applicable) is April 1 following the close of the calendar year in which the
Participant attains age 70 1/2.

         (3)      FORM OF DISTRIBUTION. The Trustee will make a required minimum
distribution at the Participant's RBD in a lump sum (or, if applicable, the
annuity form of distribution required under Section 6.04) unless the
Participant, pursuant to the provisions of this Article VI, makes a valid
election to receive an alternative form of payment.

(B) PARTICIPANT TRANSITIONAL ELECTIONS.

         (1)      ELECTION TO DISCONTINUE DISTRIBUTIONS. A Participant who: (a)
is not a more than 5% owner; (b) had attained age 70 1/2 prior to 1997; (c) had
commenced prior to 1997 required minimum distributions under the pre-SBJPA RBD;
and (d) has not incurred a Separation from Service, has a continuing election to
discontinue receiving distributions from the Plan (which previously were
required minimum distributions under the Plan). A Participant who makes an
election under this Section 6.02(B)(1) must establish a new annuity starting
date when he/she recommences payment of his/her Account Balance under the Plan.
A married Participant who is subject to Section 6.04 must obtain spousal
consent: (a) to discontinue his/her distributions under this Section 6.04(B)(1)
if distributions are in QJSA form; and (b) to recommence benefits in a form
other than a QJSA. A Participant may not make any election under this Section
6.02(B)(1) which is inconsistent with any QDRO applicable to the Participant's
Account.

         (2)      ELECTION TO POSTPONE DISTRIBUTIONS. A Participant who: (a) is
not a more than 5% owner; and (b) attained age 70 1/2 after 1996 (or who
attained age 70 1/2 in 1996, but who had not commenced his/her required minimum
distributions in 1996) may elect under this Section 6.02(B)(2) to postpone
distribution of required minimum distributions until the Participant's RBD
established under Section 6.02(A). If the Participant attained age 70 1/2 in
1996, he/she must have elected under this Section 6.02(B)(2) to postpone
distributions by December 31, 1997. If the Participant attained age 70 1/2 after
1996, he/she must make the election to postpone distribution under this Section
6.01(B)(2) not later than April 1 of the calendar year following the year in
which the Participant attains age 70 1/2.

         (3)      ELECTION REQUIREMENTS. All Participant elections made under
this Section 6.01(B) are subject to and must be consistent with the Employer's
RBD elections in its Adoption Agreement Appendices A and B. A Participant makes
his/her election under this Section 6.02(B) in writing on a form prescribed by
the Plan Administrator.

(C) MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS. The Plan Administrator
may not direct the Trustee to distribute the Participant's Vested Account
Balance, nor may the Participant elect to have the Trustee distribute his/her
Vested Account Balance, under a method of payment which, as of the Participant's
RBD, does not satisfy the minimum distribution requirements under Code
ss.401(a)(9) and the applicable Treasury regulations.

         (1)      CALCULATION OF AMOUNT. The required minimum distribution for a
calendar year ("distribution calendar year") equals the Participant's Vested
Account Balance as of the latest valuation date preceding the beginning of the
distribution calendar year (such valuation date being within the "valuation
calendar year") divided by the Participant's life expectancy or, if applicable,
the joint and last survivor expectancy of the Participant and his/her designated
Beneficiary (as determined under Article VIII, subject to the requirements of
Code ss.401(a)(9)). The Plan Administrator will increase the Participant's
Vested Account Balance, as determined on the relevant valuation date, for
contributions or forfeitures allocated after the valuation date and by December
31 of the valuation calendar year, and will decrease the valuation by
distributions made after the valuation date and by December 31 of the valuation
calendar year. For purposes of this valuation, any portion of the required
minimum distribution for the first distribution calendar year made after the
close of that year is a distribution occurring in that first distribution
calendar year.

         (2)      RECALCULATION. In computing a required minimum distribution,
the Plan Administrator must use the unisex life expectancy multiples under
Treas. Reg. ss.1.72-9. The Plan Administrator, only upon the Participant's
timely election, will compute the required minimum distribution for a
distribution calendar year subsequent to the first distribution calendar year by
redetermining ("recalculation" of) the Participant's life expectancy or the
Participant's and spouse designated Beneficiary's life expectancies as elected.
However, the Plan Administrator may not redetermine the joint life and last
survivor expectancy of the Participant and a nonspouse designated Beneficiary in
a manner which takes into account any adjustment to a life expectancy other than
the Participant's life expectancy. A Participant must elect recalculation under
this Section 6.02(C)(2) in writing and on a form the Plan Administrator
prescribes, not later than the Participant's RBD.

         (3)      MINIMUM DISTRIBUTION INCIDENTAL BENEFIT (MDIB). If the
Participant's spouse is not his/her designated Beneficiary, a method of payment
to the Participant (whether by Participant election or by Plan Administrator
direction) must satisfy the MDIB requirement under Code ss.401(a)(9) for
distributions made on or after the Participant's RBD and before the
Participant's death. To satisfy the MDIB requirement, the Plan Administrator
will compute the Participant's required


                                       23
<PAGE>

minimum distribution by substituting the applicable MDIB divisor for the
applicable life expectancy factor, if the MDIB divisor is a lesser number.
Following the Participant's death, the Plan Administrator will compute the
minimum distribution required by Section 6.02(D) solely on the basis of the
applicable life expectancy factor and will disregard the MDIB factor.

         (4)      PAYMENT DUE DATE. The required minimum distribution for the
first distribution calendar year is due by the Participant's RBD. The required
minimum distribution for each subsequent distribution calendar year, including
the calendar year in which the Participant's RBD occurs, is due by December 31
of that year.

         (5)      NONTRANSFERABLE ANNUITY. If the Participant receives
distribution in the form of a Nontransferable Annuity, the distribution
satisfies this Section 6.02(C) if the contract complies with the requirements of
Code ss.401(a)(9).

(D) MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES. The method of
distribution to the Participant's Beneficiary must satisfy Code ss.401(a)(9).

         (1)      DEATH AFTER RBD. If the Participant's death occurs after
his/her RBD (or earlier, if the Participant had commenced an irrevocable annuity
pursuant to Section 6.04), the Trustee must distribute the Participant's
remaining benefit to the Beneficiary at least as rapidly as under the method in
effect for the Participant, determined without regard to the MDIB requirements
of Section 6.02(C)(3).

         (2)      DEATH PRIOR TO RBD. If the Participant's death occurs prior to
his/her RBD (and the Participant had not commenced an irrevocable annuity
pursuant to Section 6.04), the method of payment to the Beneficiary, subject to
Section 6.04, must provide for completion of payment to the Beneficiary over a
period not exceeding: (a) 5 years after the date of the Participant's death; or
(b) if the Beneficiary is a designated Beneficiary, the designated Beneficiary's
life expectancy. A designated Beneficiary is a Beneficiary designated by the
Participant or determined under Section 8.02. The Plan Administrator may not
direct payment of the Participant's Vested Account Balance over a period
described in clause (b) unless the Trustee will commence payment to the
designated Beneficiary no later than the December 31 following the close of the
calendar year in which the Participant's death occurred or, if later, and the
designated Beneficiary is the Participant's surviving spouse, December 31 of the
calendar year in which the Participant would have attained age 70 1/2.

         If the Trustee will make distribution in accordance with clause (b) of
this Section 6.02(D)(2), the minimum distribution for a distribution calendar
year equals the Participant's Vested Account Balance as of the latest valuation
date preceding the beginning of the distribution calendar year divided by the
designated Beneficiary's life expectancy. The Plan Administrator must use the
unisex life expectancy multiples under Treas. Reg. ss.1.72-9 for purposes of
applying this Section 6.02(D).

         (3)      RECALCULATION. The Plan Administrator, only upon the
Participant's election (under Section 6.02(C)(2)) or the Participant's surviving
spouse designated Beneficiary's election, will recalculate the life expectancy
of the Participant's surviving spouse not more frequently than annually.
However, the Plan Administrator may not recalculate the life expectancy of a
nonspouse designated Beneficiary after the Trustee commences payment to the
designated Beneficiary. The Plan Administrator will apply this Section 6.02(D)
by treating any amount paid to the Participant's child, which becomes payable to
the Participant's surviving spouse upon the child's attaining the age of
majority, as paid to the Participant's surviving spouse. A surviving spouse
designated Beneficiary must elect recalculation under this ss.6.02(D)(3) in
writing and on a form the Plan Administrator prescribes not later than the last
day of the spouse's first distribution year.

         (4)      BENEFICIARY ELECTION. If the Participant under Section 6.01(B)
had not elected the payment method or payment term, the Participant's
Beneficiary must elect the method of distribution no later than the date
specified above upon which the Trustee must commence distribution to the
Beneficiary. If the Beneficiary fails to elect timely a distribution method, the
Plan Administrator must commence distribution within the time required for a
Participant who dies without a designated Beneficiary.

(E) MODEL AMENDMENT. The employer in Appendix B to its Adoption Agreement may
elect to apply the following IRS Model Amendment:

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

         6.03     METHOD OF DISTRIBUTION. Subject to any contrary requirements
imposed by Sections 6.01 (including 6.01(C) regarding in-service distributions),
6.02 or 6.04, a Participant or a Beneficiary may elect distribution under one,
or any combination, of the following methods: (a) by


                                       24
<PAGE>

payment in a lump sum; or (b) by payment in monthly, quarterly or annual
installments over a fixed reasonable period of time, not exceeding the life
expectancy of the Participant, or the joint life and last survivor expectancy of
the Participant and his/her designated Beneficiary. The Employer may elect in
its Adoption Agreement to modify the methods of payment available under this
Section 6.03. If the Employer's Plan is a restated Plan, the Employer in its
Adoption Agreement and in accordance with Treas. Reg. ss.1.411(d)-4, may elect
to eliminate from the prior Plan certain Protected Benefits. If the Employer
elects or is required to provide an annuity, the annuity must: (1) be a
Nontransferable Annuity; and (2) otherwise comply with the Plan terms.

         The distribution options permitted under this Section 6.03 are
available only if the Participant's Vested Account Balance, as determined under
Section 6.01(A)(6), exceeds $5,000. To facilitate installment payments under
this Article VI, the Plan Administrator under Section 9.08(B) may direct the
Trustee to segregate all or any part of the Participant's Account Balance in a
segregated investment Account. Under an installment distribution, the
Participant or the Beneficiary, at any time, may elect to accelerate the payment
of all, or any portion, of the Participant's unpaid Vested Account Balance.

         Pending final accounting for a valuation date, the Plan Administrator
may make a partial distribution to a Participant who has incurred a Separation
from Service or to a Beneficiary.

         6.04     ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND TO SURVIVING
SPOUSES.

(A) QUALIFIED JOINT AND SURVIVOR ANNUITY (QJSA). The Plan Administrator must
direct the Trustee to distribute a married or unmarried Participant's Vested
Account Balance in the form of a QJSA, unless the Participant, and spouse if the
Participant is married, waive the QJSA in accordance with Section 6.05. If, as
of the annuity starting date, the Participant is married (even if the
Participant has not been married throughout the one year period ending on the
annuity starting date), a QJSA is an immediate annuity which is purchasable with
the Participant's Vested Account Balance and which provides a life annuity for
the Participant and a survivor annuity payable for the remaining life of the
Participant's surviving spouse equal to 50% of the amount of the annuity payable
during the life of the Participant. If, as of the annuity starting date, the
Participant is not married, a QJSA is an immediate life annuity for the
Participant which is purchasable with the Participant's Vested Account Balance.
A life annuity means an annuity payable in equal installments for the life of
the Participant that terminates upon the Participant's death.

(B) QUALIFIED PRERETIREMENT SURVIVOR ANNUITY (QPSA). If a married Participant
dies prior to his/her annuity starting date, the Plan Administrator will direct
the Trustee to distribute a portion of the Participant's Vested Account Balance
to the Participant's surviving spouse in the form of a QPSA, unless: (1) the
Participant has a valid waiver election (as described in Section 6.06) in
effect; or (2) the Participant and his/her spouse were not married throughout
the one year period ending on the date of the Participant's death. The Employer
in an Addendum to its Adoption Agreement may elect not to apply the one year of
marriage requirement in clause (2). A QPSA is an annuity which is purchasable
with 50% of the Participant's Vested Account Balance (determined as of the date
of the Participant's death) and which is payable for the life of the
Participant's surviving spouse. The value of the QPSA is attributable to
Employer contributions and to Participant contributions in the same proportion
as the Participant's Vested Account Balance is attributable to those
contributions. The portion of the Participant's Vested Account Balance not
payable as a QPSA is payable to the Participant's Beneficiary, in accordance
with the remaining provisions of this Article VI.

(C) SURVIVING SPOUSE ELECTIONS. If the Participant's Vested Account Balance
which the Trustee would apply to purchase the QPSA exceeds $5,000, the
Participant's surviving spouse may elect to have the Trustee commence payment of
the QPSA at any time following the date of the Participant's death, but not
later than the mandatory distribution periods described in Section 6.02, and may
elect any of the forms of payment described in Section 6.03, in lieu of the
QPSA. In the absence of an election by the surviving spouse, the Plan
Administrator must direct the Trustee to distribute the QPSA on the earliest
administratively practicable date following the close of the Plan Year in which
the latest of the following events occurs: (1) the Participant's death; (2) the
date the Plan Administrator receives notification of or otherwise confirms the
Participant's death; (3) the date the Participant would have attained Normal
Retirement Age; or (4) the date the Participant would have attained age 62.

(D) EFFECT OF WAIVER. If the Participant has in effect a valid waiver election
regarding the QJSA or the QPSA, the Plan Administrator must direct the Trustee
to distribute the Participant's Vested Account Balance in accordance with
Sections 6.01, 6.02 and 6.03.

(E) LOAN OFFSET. The Plan Administrator will reduce the Participant's Vested
Account Balance by any security interest (pursuant to any offset rights
authorized by Section 10.03(E)) held by the Plan by reason of a Participant
loan, to determine the value of the Participant's Vested Account Balance
distributable in the form of a QJSA or QPSA, provided the loan satisfied the
spousal consent requirement described in Section 10.03(E).

(F) EFFECT OF QDRO. For purposes of applying this Article VI, a former spouse
(in lieu of the Participant's current spouse) is the Participant's spouse or
surviving spouse to the extent provided under a QDRO described in Section 6.07.
The provisions of this Section 6.04, and of Sections 6.05 and 6.06, apply
separately to the portion of the Participant's Vested Account Balance subject to
a QDRO and to the portion of the Participant's Vested Account Balance not
subject to the QDRO.

(G) VESTED ACCOUNT BALANCE NOT EXCEEDING $5,000. The Trustee must distribute in
a lump sum, a Participant's Vested Account Balance which the Trustee otherwise
under Section 6.04 would apply to provide a QJSA or QPSA benefit, where the
Participant's Vested Account Balance determined under Section 6.01(A)(6) does
not exceed $5,000.


                                       25
<PAGE>

         (H)      PROFIT SHARING PLAN EXCEPTION. If this Plan is a profit
sharing plan, the Employer in its Adoption Agreement must elect the extent to
which the preceding provisions of Section 6.04 apply. The Employer may elect to
exempt from the provisions of Section 6.04, all Participants ("Exempt
Participants") except the following Participants to whom Section 6.04 must be
applied: (1) a Participant as respects whom the Plan is a direct or indirect
transferee from a plan subject to the Code ss.417 requirements and the Plan
received the transfer after December 31, 1984, unless the transfer is an
elective transfer described in Section 13.07; (2) a Participant who elects a
life annuity distribution (if Section 13.02 of the Plan requires the Plan to
provide a life annuity distribution option); and (3) a Participant whose
benefits under a defined benefit plan maintained by the Employer are offset by
benefits provided under this Plan. If the Employer elects to apply this Section
6.04 to all Participants, the preceding provisions of this Section 6.04 apply to
all Participants without regard to the limitations of this Section 6.04(H).
Sections 6.05 and 6.06 only apply to Participants to whom the provisions of this
Section 6.04 apply.

         6.05     WAIVER ELECTION - QJSA. At least 30 days and not more than 90
days before the Participant's annuity starting date, the Plan Administrator must
provide the Participant a written explanation of the terms and conditions of the
QJSA, the Participant's right to make, and the effect of, an election to waive
the QJSA benefit, the rights of the Participant's spouse regarding the waiver
election and the Participant's right to make, and the effect of, a revocation of
a waiver election ("QJSA notice"). The Plan does not limit the number of times
the Participant may revoke a waiver of the QJSA or make a new waiver during the
election period. The Participant (and his/her spouse, if the Participant is
married), may revoke an election to receive a particular form of benefit at any
time until the annuity starting date.

         A married Participant's QJSA waiver election is not valid unless: (a)
the Participant's spouse (to whom the survivor annuity is payable under the
QJSA), after the Participant has received the QJSA notice, has consented in
writing to the waiver election, the spouse's consent acknowledges the effect of
the election, and a notary public or the Plan Administrator (or his/her
representative) witnesses the spouse's consent; (b) the spouse consents to the
alternative form of payment designated by the Participant or to any change in
that designated form of payment; and (c) unless the spouse is the Participant's
sole primary Beneficiary, the spouse consents to the Participant's Beneficiary
designation or to any change in the Participant's Beneficiary designation. The
spouse's consent to a waiver of the QJSA is irrevocable, unless the Participant
revokes the waiver election. The spouse may execute a blanket consent to the
Participant's future payment form election or Beneficiary designation, if the
spouse acknowledges the right to limit his/her consent to a specific designation
but, in writing, waives that right.

         The Plan Administrator will accept as valid a waiver election which
does not satisfy the spousal consent requirements if the Plan Administrator
establishes the Participant does not have a spouse, the Plan Administrator is
not able to locate the Participant's spouse, the Participant is legally
separated or has been abandoned (within the meaning of applicable state law) and
the Participant has a court order to that effect, or other circumstances exist
under which the Secretary of the Treasury will excuse the spousal consent
requirement. If the Participant's spouse is legally incompetent to give consent,
the spouse's legal guardian (even if the guardian is the Participant) may give
consent.

         6.06     WAIVER ELECTION - QPSA. The Plan Administrator must provide a
written explanation of the QPSA to each married Participant ("QPSA notice"),
within the following period which ends last: (1) the period beginning on the
first day of the Plan Year in which the Participant attains age 32 and ending on
the last day of the Plan Year in which the Participant attains age 34; (2) a
reasonable period after an Employee becomes a Participant; (3) a reasonable
period after Section 6.04 of the Plan becomes applicable to the Participant; or
(4) a reasonable period after the Plan no longer satisfies the requirements for
a fully subsidized benefit. A "reasonable period" described in clauses (2), (3)
and (4) is the period beginning one year before and ending one year after the
applicable event. If the Participant separates from Service before attaining age
35, clauses (1), (2), (3) and (4) do not apply and the Plan Administrator must
provide the QPSA notice within the period beginning one year before and ending
one year after the Separation from Service. The QPSA notice must describe, in a
manner consistent with Treasury regulations, the terms and conditions of the
QPSA and of the waiver of the QPSA, comparable to the QJSA notice required under
Section 6.05. The Plan does not limit the number of times the Participant may
revoke a waiver of the QPSA or make a new waiver during the election period. The
election period for waiver of the QPSA ends on the date of the Participant's
death.

         A Participant's QPSA waiver election is not valid unless: (a) the
Participant makes the waiver election after the Participant has received the
QPSA notice and no earlier than the first day of the Plan Year in which he/she
attains age 35; and (b) the Participant's spouse (to whom the QPSA is payable)
satisfies or is excused from the consent requirements as described in Section
6.05, except the spouse need not consent to the form of benefit payable to the
designated Beneficiary. The spouse's consent to the waiver of the QPSA is
irrevocable, unless the Participant revokes the waiver election. The spouse also
may execute a blanket consent as described in Section 6.05. Irrespective of the
time of election requirement described in clause (a), if the Participant
separates from Service prior to the first day of the Plan Year in which he/she
attains age 35, the Plan Administrator will accept a waiver election as respects
the Participant's Account Balance attributable to his/her Service prior to
his/her Separation from Service. Furthermore, if a Participant who has not
separated from Service makes a valid waiver election, except for the timing
requirement of clause (a), the Plan Administrator will accept that election as
valid, but only until the first day of the Plan Year in which the Participant
attains age 35.

         6.07     DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS
(QDRO). Notwithstanding any other provision of this Plan, the Trustee, in
accordance with the direction of the Plan Administrator, must comply with the
provisions of a QDRO, as defined in Code ss.414(p), which is issued with respect
to the Plan. This Plan specifically permits


                                       26
<PAGE>

distribution to an alternate payee under a QDRO at any time, irrespective of
whether the Participant has attained his/her earliest retirement age (as defined
under Code ss.414(p)) under the Plan. A distribution to an alternate payee prior
to the Participant's attainment of earliest retirement age is available only if:
(1) the QDRO specifies distribution at that time or permits an agreement between
the Plan and the alternate payee to authorize an earlier distribution; and (2)
if the present value of the alternate payee's benefits under the Plan exceeds
$5,000, and the QDRO requires, the alternate payee consents to any distribution
occurring prior to the Participant's attainment of earliest retirement age.
Nothing in this Section 6.07 gives a Participant a right to receive distribution
at a time the Plan otherwise does not permit nor does Section 6.07 authorize the
alternate payee to receive a form of payment the Plan does not permit.

         The Plan Administrator must establish reasonable procedures to
determine the qualified status of a domestic relations order. Upon receiving a
domestic relations order, the Plan Administrator promptly will notify the
Participant and any alternate payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the
domestic relations order, the Plan Administrator must determine the qualified
status of the order and must notify the Participant and each alternate payee, in
writing, of the Plan Administrator's determination. The Plan Administrator must
provide notice under this paragraph by mailing to the individual's address
specified in the domestic relations order, or in a manner consistent with DOL
regulations.

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

         To the extent it is not inconsistent with the provisions of the QDRO,
the Plan Administrator under Section 9.08(B) may direct the Trustee to segregate
the QDRO amount in a segregated investment account. The Trustee will make any
payments or distributions required under this Section 6.07 by separate benefit
checks or other separate distribution to the alternate payee(s).

         6.08     DEFAULTED LOAN - TIMING OF OFFSET. If a Participant or a
Beneficiary defaults on a Plan loan, the Plan Administrator will determine the
timing of the reduction (offset) of the Participant's Vested Account Balance in
accordance with this Section 6.08 and the Plan Administrator's loan policy. If,
under the loan policy a loan default also is a distributable event under the
Plan, the Trustee, at the time of the loan default, will offset the
Participant's Vested Account Balance by the lesser of the amount in default
(including accrued interest) or the Plan's security interest in that Vested
Account Balance. If the loan is from a money purchase pension plan or from a
target benefit plan and the loan default is a distributable event under the loan
policy, the Trustee will offset the Participant's Account Balance in the manner
described above, only if the Participant has incurred a Separation from Service
or has attained Normal Retirement Age. If the loan is under a 401(k)
arrangement, to the extent the loan is attributable to the Participant's
deferral contributions Account, qualified matching contributions Account,
qualified nonelective contributions Account or safe harbor contributions
Account, the Trustee will not offset the Participant's Vested Account Balance
unless the Participant has incurred a Separation from Service or unless the
Participant has attained age 59 1/2.

         6.09     HARDSHIP DISTRIBUTION. For purposes of this Plan, unless the
Employer in its Adoption Agreement Section 6.01 elects otherwise, a hardship
distribution is a distribution on account of one or more of the following
immediate and heavy financial needs: (1) expenses for medical care described in
Code ss.213(d) incurred by the Participant, by the Participant's spouse, or by
any of the Participant's dependents, or necessary to obtain such medical care;
(2) costs directly related to the purchase (excluding mortgage payments) of a
principal residence of the Participant; (3) payment of post-secondary education
tuition and related educational fees (including room and board), for the next
12-month period, for the Participant, for the Participant's spouse, or for any
of the Participant's dependents (as defined in Code ss.152); (4) payments
necessary to prevent the eviction of the Participant from his/her principal
residence or the foreclosure on the mortgage of the Participant's principal
residence; or (5) any need the Revenue Service prescribes in a revenue ruling,
notice or other document of general applicability which satisfies the safe
harbor definition of hardship under Treas. Reg. ss.1.401(k)-l(d)(2)(iv)(A). See
Section 14.11(A) if a hardship distribution is from a Participant's elective
deferral Account in a 401 (k) arrangement. The Employer in its Adoption
Agreement Section 6.01 may elect to apply Section 14.11 (A) to all Plan hardship
distributions. If the Plan permits a hardship distribution from more than one
Account type, the Plan Administrator may determine any ordering of a
Participant's hardship distribution from the hardship distribution eligible
Accounts.

         6.10     DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS.

(A) PARTICIPANT ELECTION. A Participant (including for this purpose, a former
Employee) may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of his/her eligible rollover distribution
from the Plan paid directly to an eligible retirement plan specified by the
Participant in a direct rollover election. For purposes of this Section 6.10, a
Participant includes as to their respective interests, a Participant's surviving
spouse and the Participant's spouse or former spouse who is an alternate payee
under a QDRO.


                                       27
<PAGE>

(B) ROLLOVER AND WITHHOLDING NOTICE. At least 30 days and not more than 90 days
prior to the Trustee's distribution of an eligible rollover distribution, the
Plan Administrator must provide a written notice (including a summary notice as
permitted under applicable Treasury regulations) explaining to the distributee
the rollover option, the applicability of mandatory 20% federal withholding to
any amount not directly rolled over, and the recipient's right to roll over
within 60 days after the date of receipt of the distribution ("rollover
notice"). If applicable, the rollover notice also must explain the availability
of income averaging and the exclusion of net unrealized appreciation. A
recipient of an eligible rollover distribution (whether he/she elects a direct
rollover or elects to receive the distribution), also may elect to receive
distribution at any administratively practicable time which is earlier than 30
days (but not less than 7 days if Section 6.04 applies) following receipt of the
rollover notice.

(C) DEFAULT ROLLOVER. The Plan Administrator, in the case of a Participant who
does not respond timely to the notice described in Section 6.10(B), may make a
direct rollover of the Participant's Account (as described in Revenue Ruling
2000-36 or in any successor guidance) in lieu of distributing the Participant's
Account.

(D) DEFINITIONS. The following definitions apply to this Section 6.10:

         (1)      ELIGIBLE ROLLOVER DISTRIBUTION. An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the Participant, except an eligible rollover distribution does not
include: (a) any distribution which is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the Participant or the joint lives (or joint life expectancies)
of the Participant and the Participant's designated beneficiary, or for a
specified period of ten years or more; (b) any Code ss.401(a)(9) required
minimum distribution; (c) the portion of any distribution which is not
includible in gross income (determined without regard to the exclusion of net
unrealized appreciation with respect to employer securities); (d) any hardship
distribution made after December 31, 1998, from a Participant's deferral
contributions Account (except where the Participant also satisfies a
non-hardship distribution event described in Section 14.03(d)); and (e) any
distribution which otherwise would be an eligible rollover distribution, but
where the total distributions to the Participant during that calendar year are
reasonably expected to be less than $200.

         (2)      ELIGIBLE RETIREMENT PLAN. An eligible retirement plan is an
individual retirement account described in Code ss.408(a), an individual
retirement annuity described in Code ss.408(b), an annuity plan described in
Code ss.403(a), or a qualified trust described in Code ss.401(a), which accepts
the Participant's or alternate payee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is either an individual retirement account or
individual retirement annuity.

         (3)      DIRECT ROLLOVER. A direct rollover is a payment by the Plan to
the eligible retirement plan specified by the distributee.

         6.11     TEFRA ELECTIONS. Notwithstanding the provisions of Sections
6.01, 6.02 and 6.03, if the Participant (or Beneficiary) signed a written
distribution designation prior to January 1, 1984, ("TEFRA election") the Plan
Administrator must direct the Trustee to distribute the Participant's Vested
Account Balance in accordance with that election, subject however, to the
survivor annuity requirements, if applicable, of Sections 6.04, 6.05 and 6.06.
This Section 6.11 does not apply to a TEFRA election, and the Plan Administrator
will not comply with that election, if any of the following applies: (1) the
elected method of distribution would have disqualified the Plan under Code
ss.401(a)(9) as in effect on December 31, 1983; (2) the Participant did not have
an Account Balance as of December 31, 1983; (3) the election does not specify
the timing and form of the distribution and the death Beneficiaries (in order of
priority); (4) the substitution of a Beneficiary modifies the distribution
payment period; or, (5) the Participant (or Beneficiary) modifies or revokes the
election. In the event of a revocation, the Trustee must distribute, no later
than December 31 of the calendar year following the year of revocation, the
amount which the Participant would have received under Section 6.02 if the
distribution designation had not been in effect or, if the Beneficiary revokes
the distribution designation, the amount which the Beneficiary would have
received under Section 6.02 if the distribution designation had not been in
effect. The Plan Administrator will apply this Section 6.11 to rollovers and
transfers in accordance with Part J of the Code ss.401(a)(9) Treasury
regulations.


                                       28
<PAGE>

                                   ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS

         7.01     INFORMATION TO PLAN ADMINISTRATOR. The Employer must supply
current information to the Plan Administrator as to the name, date of birth,
date of employment, Compensation, leaves of absence, Years of Service and date
of Separation from Service of each Employee who is, or who will be eligible to
become, a Participant under the Plan, together with any other information which
the Plan Administrator considers necessary to administer properly the Plan. The
Employer's records as to the current information the Employer furnishes to the
Plan Administrator are conclusive as to all persons.

         7.02     NO RESPONSIBILITY FOR OTHERS. Except as required under ERISA,
the Employer has no responsibility or obligation under the Plan to Employees,
Participants or Beneficiaries for any act (unless the Employer also serves in
such capacities) required of the Plan Administrator, the Trustee, the Custodian,
or of any other service provider to the Plan.

         7.03     INDEMNITY OF CERTAIN FIDUCIARIES. The Employer will indemnify,
defend and hold harmless the Plan Administrator from and against any and all
loss resulting from liability to which the Plan Administrator may be subjected
by reason of any act or omission (except willful misconduct or gross negligence)
in its official capacities in the administration of this Trust or Plan or both,
including attorneys' fees and all other expenses reasonably incurred in the Plan
Administrator's defense, in case the Employer fails to provide such defense. The
indemnification provisions of this Section 7.03 do not relieve the Plan
Administrator from any liability the Plan Administrator may have under ERISA for
breach of a fiduciary duty. Furthermore, the Plan Administrator and the Employer
may execute a written agreement further delineating the indemnification
agreement of this Section 7.03, provided the agreement is consistent with and
does not violate ERISA. The indemnification provisions of this Section 7.03
extend to any Trustee, third party administrator, Custodian or other Plan
service provider solely to the extent provided by a written agreement executed
by such persons and the Employer.

         7.04     EMPLOYER DIRECTION OF INVESTMENT. The Employer has the right
to direct the Trustee with respect to the investment and re-investment of assets
comprising the Trust Fund only if and to the extent the Trustee consents in
writing to permit such direction.

         7.05     EVIDENCE. Anyone including the Employer, required to give
data, statements or other information relevant under the terms of the Plan
("evidence") may do so by certificate, affidavit, document or other form which
the person to act in reliance may consider pertinent, reliable and genuine, and
to have been signed, made or presented by the proper party or parties. The Plan
Administrator and the Trustee are protected fully in acting and relying upon any
evidence described under the immediately preceding sentence.

         7.06     PLAN CONTRIBUTIONS. The Employer is solely responsible to
determine the proper amount of any Employer contribution it makes to the Plan
and for the timely deposit to the Trust of the Employer's Plan contributions.

         7.07     EMPLOYER ACTION. The Employer must take any action under the
Plan in accordance with applicable Plan provisions and with proper authority
such that the action is valid and under applicable law and is binding upon the
Employer.

         7.08     FIDUCIARIES NOT INSURERS. The Trustee, the Plan Administrator
and the Employer in no way guarantee the Trust Fund from loss or depreciation.
The Employer does not guarantee the payment of any money which may be or becomes
due to any person from the Trust Fund. The liability of the Employer, the Plan
Administrator and the Trustee to make any payment from the Trust Fund at any
time and all times is limited to the then available assets of the Trust.

         7.09     PLAN TERMS BINDING. The Plan is binding upon the Employer,
Trustee, Plan Administrator, Custodian (and all other service providers to the
Plan), upon Participants, Beneficiaries and all other persons entitled to
benefits, and upon the successors and assigns of the foregoing persons.

         7.10     WORD USAGE. Words used in the masculine also apply to the
feminine where applicable, and wherever the context of the Plan dictates, the
plural includes the singular and the singular includes the plural. Titles of
Plan and Adoption Agreement sections are for reference only.

         7.11     STATE LAW. The law of the state of the Employer's principal
place of business will determine all questions arising with respect to the
provisions of the Plan, except to the extent superseded by ERISA or other
federal law. The Employer in an Addendum to its Adoption Agreement and subject
to applicable law, may elect to apply the law of another state.

         7.12     PROTOTYPE PLAN STATUS. If the Plan fails initially to qualify
or to maintain qualification or if the Employer makes any amendment or
modification to a provision of the Plan (other than a proper completion of an
elective provision under the Adoption Agreement or the attachment of an Addendum
authorized by the Plan or by the Adoption Agreement), the Employer no longer may
participate under this Prototype Plan. The Employer also may not participate (or
continue to participate) in this Prototype Plan if the Trustee or Custodian does
not have the written consent of the Prototype Plan Sponsor required under
Section 1.33 to serve in the capacity of Trustee or Custodian. If the Employer
is not entitled to participate under this Prototype Plan, the Plan is an
individually-designed plan and the reliance procedures specified in the
applicable Adoption Agreement no longer apply.


                                       29
<PAGE>

         7.13     EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or
with respect to the establishment of the Trust, or any modification or any
amendment to the Plan or Trust, or in the creation of any Account, or with
respect to the payment of any benefit, gives any Employee, Participant or any
Beneficiary any right to employment or to continued employment by the Employer,
or any legal or equitable right against the Employer, the Trustee, the Plan
Administrator or any employee or agent thereof, except as expressly provided by
the Plan, the Trust, ERISA or other applicable law.


                                       30
<PAGE>

                                  ARTICLE VIII
                     PARTICIPANT ADMINISTRATIVE PROVISIONS

         8.01     BENEFICIARY DESIGNATION. A Participant from time to time may
designate, in writing, any person(s) (including a trust or other entity),
contingently or successively, to whom the Trustee will pay the Participant's
Vested Account Balance (including any life insurance proceeds payable to the
Participant's Account) in the event of death. A Participant also may designate
the form and method of payment of his/her Account. The Plan Administrator will
prescribe the form for the Participant's written designation of Beneficiary and,
upon the Participant's filing the form with the Plan Administrator, the form
effectively revokes all designations filed prior to that date by the same
Participant. A divorce decree, or a decree of legal separation, revokes the
Participant's designation, if any, of his/her spouse as his/her Beneficiary
under the Plan unless: (1) the decree or a QDRO provides otherwise; or (2) the
Employer provides otherwise in an Addendum to its Adoption Agreement. The
foregoing revocation provision (if applicable) applies only with respect to a
Participant whose divorce or legal separation becomes effective on or following
the date the Employer executes this Plan, unless the Employer in its Adoption
Agreement specifies a different effective date.

(A) COORDINATION WITH SURVIVOR ANNUITY REQUIREMENTS. If Section 6.04 applies to
the Participant, this Section 8.01 does not impose any special spousal consent
requirements on the Participant's Beneficiary designation unless the Participant
waives the QJSA or QPSA benefit. If the Participant waives the QJSA or QPSA
benefit without spousal consent to the Participant's Beneficiary designation:
(1) any waiver of the QJSA or of the QPSA is not valid; and (2) if the
Participant dies prior to his/her annuity starting date, the Participant's
Beneficiary designation will apply only to the portion of the death benefit
which is not payable as a QPSA. Regarding clause (2), if the Participant's
surviving spouse is a primary Beneficiary under the Participant's Beneficiary
designation, the Trustee will satisfy the spouse's interest in the Participant's
death benefit first from the portion which is payable as a QPSA.

(B) PROFIT SHARING PLAN EXCEPTION. If the Plan is a profit sharing plan, the
Beneficiary designation of a married Exempt Participant, as described in Section
6.04(H), is not valid unless the Participant's spouse consents (in a manner
described in Section 6.05) to the Beneficiary designation. The spousal consent
requirement in this Section 8.01(B) does not apply if the Participant's spouse
is the Participant's sole primary Beneficiary, or if the Exempt Participant and
his/her spouse are not married throughout the one-year period ending on the date
of the Participant's death.

(C) INCAPACITY OF BENEFICIARY. If, in the opinion of the Plan Administrator, a
Beneficiary is not able to care for his/her affairs because of a mental
condition, physical condition or by reason of age, the Plan Administrator will
apply the provisions of Section 10.09.

         8.02     NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY. If a
Participant fails to name a Beneficiary in accordance with Section 8.01, or if
the Beneficiary named by a Participant predeceases the Participant, then the
Trustee will pay the Participant's Vested Account Balance in accordance with
Section 6.03 in the following order of priority (unless the Employer specifies a
different order of priority in an Addendum to its Adoption Agreement), to:

         (a)      The Participant's surviving spouse (without regard to the
         one-year marriage rule of Sections 6.04(B) and 8.01(B); and if no
         surviving spouse to

         (b)      The Participant's children (including adopted children), in
         equal shares by right of representation (one share for each surviving
         child and one share for each child who predeceases the Participant with
         living descendents); and if none to

         (c)      The Participant's surviving parents, in equal shares; and if
         none to

         (d)      The Participant's estate.

         If the Beneficiary survives the Participant, but dies prior to
distribution of the Participant's entire Vested Account Balance, the Trustee
will pay the remaining Vested Account Balance to the Beneficiary's estate
unless: (1) the Participant's Beneficiary designation provides otherwise; (2)
the Beneficiary has properly designated a beneficiary; or (3) the Employer
provides otherwise in an Addendum to its Adoption Agreement. A Beneficiary only
may designate a beneficiary for the Participant's Account Balance remaining at
the Beneficiary's death, if the Participant has not previously designated a
successive contingent beneficiary and the Beneficiary's designation otherwise
complies with the Plan terms. If the Plan is a profit sharing plan, and the Plan
includes Exempt Participants, the Employer may not specify a different order of
priority in an Addendum unless the Participant's surviving spouse will be the
sole primary Beneficiary in the different order of priority. The Plan
Administrator will direct the Trustee as to the method and to whom the Trustee
will make payment under this Section 8.02.

         8.03     ASSIGNMENT OR ALIENATION. Except as provided in Code ss.414(p)
relating to QDROs and in Code ss.401(a)(13) relating to certain voluntary,
revocable assignments, judgments and settlements, neither a Participant nor a
Beneficiary may anticipate, assign or alienate (either at law or in equity) any
benefit provided under the Plan, and the Trustee will not recognize any such
anticipation, assignment or alienation. Furthermore, except as provided by Code
ss.401(a)(13) or other applicable law, a benefit under the Plan is not subject
to attachment, garnishment, levy, execution or other legal or equitable process.

         8.04     INFORMATION AVAILABLE. Any Participant or Beneficiary may
examine copies of the Plan description, latest annual report, any bargaining
agreement, this Plan and Trust, and any contract or any other instrument which
relates to the establishment or administration of the Plan or Trust. The Plan
Administrator will maintain all of the items listed in this Section 8.04 in its
office, or in such other place or places as it may designate from time to time
in


                                       31
<PAGE>

order to comply with the regulations issued under ERISA, for examination during
reasonable business hours. Upon the written request of a Participant or a
Beneficiary, the Plan Administrator must furnish the Participant or Beneficiary
with a copy of any item listed in this Section 8.04. The Plan Administrator may
make a reasonable copying charge to the requesting person.

         8.05     CLAIMS PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a
Beneficiary may file with the Plan Administrator a written claim for benefits,
if the Participant or the Beneficiary disputes the Plan Administrator's
determination regarding the Participant's or Beneficiary's Plan benefit.
However, the Plan will distribute only such Plan benefits to Participants or
Beneficiaries as the Plan Administrator in its discretion determines a
Participant or Beneficiary is entitled to. The Plan Administrator will maintain
a separate written document as part of (or which accompanies) the Plan's summary
plan description explaining the Plan's claims procedure. This Section 8.05
specifically incorporates the written claims procedure as from time to time
published by the Plan Administrator as a part of the Plan. If the Plan
Administrator pursuant to the Plan's written claims procedure makes a final
written determination denying a Participant's or Beneficiary's benefit claim,
the Participant or Beneficiary to preserve the claim must file an action with
respect to the denied claim not later than 180 days following the date of the
Plan Administrator's final determination.

         8.06     PARTICIPANT DIRECTION OF INVESTMENT. A Participant's direction
of the investment of his/her Account is subject to the provisions of this
Section 8.06. For purposes of this Section 8.06, a Participant shall also
include a Beneficiary where the Beneficiary has succeeded to the Participant's
Account and the Plan affords the Beneficiary the same self-direction or loan
rights as a Participant.

(A) TRUSTEE AUTHORIZATION AND PROCEDURES. A Participant has the right to direct
the Trustee with respect to the investment or re-investment of the assets
comprising the Participant's individual Account only if the Trustee consents in
writing to permit such direction. If the Trustee consents to Participant
direction of investment, the Trustee only will accept direction from each
Participant on a written direction of investment form the Plan Administrator
provides for this purpose. The Trustee, or with the Trustee's consent, the Plan
Administrator, may establish written procedures relating to Participant
direction of investment under this Section 8.06, including procedures or
conditions for electronic transfers or for changes in investments by
Participants. The Plan Administrator will maintain, or direct the Trustee to
maintain, an appropriate individual investment Account to the extent a
Participant's Account is subject to Participant self-direction.

(B) ERISA SS. 404(C).  No Plan fiduciary  (including the Employer and Trustee)
is liable for any loss or for any breach  resulting from a Participant's
direction of the  investment  of any part of  his/her  directed  Account to the
extent the Participant's  exercise  of his/her  right to direct the  investment
of his/her Account satisfies the requirements of ERISA ss. 404(c).

(C) PARTICIPANT LOANS. The Plan Administrator, to the extent provided in a
written loan policy adopted under Section 9.04, will treat a Plan loan made to a
Participant as a Participant direction of investment under this Section 8.06,
even if the Plan otherwise does not permit a Participant to direct his/her
Account investments. Where a loan is treated as a directed investment, the
borrowing Participant's Account alone shares in any interest paid on the loan,
and it alone bears any expense or loss it incurs in connection with the loan.
The Trustee may retain any principal or interest paid on the borrowing
Participant's loan in a segregated Account (as described in Section 9.08(B)) on
behalf of the borrowing Participant until the Trustee (or the Named Fiduciary,
in the case of a nondiscretionary Trustee) deems it appropriate to add the loan
payments to the Participant's Account under the Plan.

(D) COLLECTIBLES. If the Trustee consents to Participant direction of investment
of his/her Account, any post-December 31, 1981, investment by a Participant's
directed Account in collectibles (as defined by Code ss. 408(m)) is a deemed
distribution to the Participant for Federal income tax purposes.


                                       32
<PAGE>
                                   ARTICLE IX
                               PLAN ADMINISTRATOR

         9.1 COMPENSATION AND EXPENSES. The Plan Administrator (and any
individuals serving as Plan Administrator) will serve without compensation for
services as such, but the Employer will pay all expenses of the Plan
Administrator, except to the extent the Trustee properly pays for such expenses,
pursuant to Article X.

         9.2 RESIGNATION AND REMOVAL. If the Employer appoints one or more
persons to serve as Plan Administrator, such person(s) shall serve until they
resign by written notice to the Employer or until the Employer removes them by
written notice. In case of a vacancy in the position of Plan Administrator, the
Employer will exercise any and all of the powers, authority, duties and
discretion conferred upon the Plan Administrator pending the filling of the
vacancy.

         9.3 GENERAL POWERS AND DUTIES. The Plan Administrator has the following
general powers and duties which are in addition to those the Plan otherwise
accords to the Plan Administrator:

         (a) To determine the rights of eligibility of an Employee to
         participate in the Plan, all factual questions that arise in the course
         of administering the Plan, the value of a Participant's Account Balance
         (based on the value of the Trust assets, as determined by the Trustee)
         and the Vested percentage of each Participant's Account Balance;

         (b) To adopt rules of procedure and regulations necessary for the
         proper and efficient administration of the Plan, provided the rules are
         not inconsistent with the terms of the Plan, the Code, ERISA or other
         applicable law;

         (c) To construe and enforce the terms of the Plan and the rules and
         regulations the Plan Administrator adopts, including interpretation of
         the basic plan document, the Adoption Agreement and any document
         related to the Plan's operation;

         (d) To direct the Trustee regarding the crediting and distribution of
         the Trust Fund and to direct the Trustee to conduct interim valuations
         under Section 10.15;

         (e) To review and render decisions regarding a claim for (or denial of
         a claim for) a benefit under the Plan;

         (f) To furnish the Employer with information which the Employer may
         require for tax or other purposes;

         (g) To engage the service of agents whom the Plan Administrator may
         deem advisable to assist it with the performance of its duties;

         (h) To engage the services of an Investment Manager or Managers (as
         defined in ERISA ss.3(38)), each of whom will have full power and
         authority to manage, acquire or dispose (or direct the Trustee with
         respect to acquisition or disposition) of any Plan asset under such
         Manager's control;

         (i) To make any other determinations and undertake any other actions
         the Plan Administrator believes are necessary or appropriate for the
         administration of the Plan; and

         (j) To establish and maintain a funding standard account and to make
         credits and charges to the account to the extent required by and in
         accordance with the provisions of the Code.

         The Plan Administrator must exercise all of its powers, duties and
discretion under the Plan in a uniform and nondiscriminatory manner. The Plan
Administrator shall have total and complete discretion to interpret and construe
the Plan and to determine all questions arising in the administration,
interpretation and application of the Plan. Any determination the Plan
Administrator makes under the Plan is final and binding upon any affected
person.

         9.4 PLAN LOANS. The Plan Administrator may, in its sole discretion, in
accordance with Section 10.03(E) establish, amend or terminate from time to
time, a nondiscriminatory policy which the Trustee must observe in making Plan
loans, if any, to Participants and to Beneficiaries. If the Plan Administrator
adopts a loan policy, the loan policy must be a written document and must
include: (1) the identity of the person or positions authorized to administer
the participant loan program; (2) the procedure for applying for a loan; (3) the
criteria for approving or denying a loan; (4) the limitations, if any, on the
types and amounts of loans available; (5) the procedure for determining a
reasonable rate of interest; (6) the types of collateral which may secure the
loan; and (7) the events constituting default and the steps the Plan will take
to preserve Plan assets in the event of default. A loan policy the Plan
Administrator adopts under this Section 9.04 is part of the Plan, except that
the Plan Administrator may amend or terminate the policy without regard to
Section 13.02.

         9.5 FUNDING POLICY. The Plan Administrator will review, not less often
than annually, all pertinent Employee information and Plan data in order to
establish the funding policy of the Plan and to determine the appropriate
methods of carrying out the Plan's objectives. The Plan Administrator must
communicate periodically, as it deems appropriate, to the Trustee and to any
Plan Investment Manager the Plan's short-term and long-term financial needs for
the coordination of the Plan's investment policy with Plan financial
requirements.

         9.6 INDIVIDUAL ACCOUNTS. The Plan Administrator will maintain, or
direct the Trustee to maintain, a separate Account, or multiple Accounts, in the
name of each Participant to reflect the Participant's Account Balance under the
Plan.

(A) FORFEITURES. If a Participant re-enters the Plan subsequent to his/her
having a Forfeiture Break in Service, the Plan Administrator, or the Trustee,
must maintain a separate Account for the Participant's pre-Forfeiture Break in
Service Account Balance and a separate Account for his


                                       33

<PAGE>

post-Forfeiture Break in Service Account Balance, unless the Participant's
entire Account Balance under the Plan is 100% Vested.

         If the Plan is subject to Participant direction of investment under
Section 8.06, the Plan Administrator may maintain, or may direct the Trustee to
maintain, a separate temporary forfeiture Account in the name of the Plan to
account for Participant forfeitures which occur during the Plan Year. The
Trustee will direct the investment of any separate temporary forfeiture Account.
As of each Accounting Date, or interim valuation date, if applicable, the Plan
Administrator will allocate the net income, gain or loss from the temporary
forfeiture Account, if any, to the Accounts of the Participants in accordance
with the provisions of Section 9.08.

(B) NET INCOME, GAIN OR LOSS. The Plan Administrator will make its allocations
of net income, gain or loss or request the Trustee to make its allocations, to
the Accounts of the Participants in accordance with the provisions of Section
9.08. The Plan Administrator may direct the Trustee under Section 9.08(B) to
maintain a temporary segregated investment Account in the name of a Participant
to prevent a distortion of income, gain or loss allocations. The Plan
Administrator must maintain records of its activities.

         9.7 VALUE OF PARTICIPANT'S ACCOUNT BALANCE. If any or all Plan
investment accounts are pooled, each Participant's Account has an undivided
interest in the assets comprising the pooled account. In a pooled account, the
value of each Participant's Account Balance consists of that proportion of the
net worth (at fair market value) of the Trust Fund which the net credit balance
in his/her Account (exclusive of the cash value of incidental benefit insurance
contracts) bears to the total net credit balance in the Accounts (exclusive of
the cash value of the incidental benefit insurance contracts) of all
Participants plus the cash surrender value of any incidental benefit insurance
contracts held by the Trustee on the Participant's life. If any or all Plan
investment accounts are Participant directed, the directing Participant's
Account Balance is comprised of the assets held within the Account and the value
of the Account is the fair market value of such assets. For purposes of a
distribution under the Plan, the value of a Participant's Account Balance is its
value as of the valuation date immediately preceding the date of the
distribution.

         9.8 ALLOCATION AND DISTRIBUTION OF NET INCOME, GAIN OR LOSS. This
Section 9.08 applies solely to the allocation of net income, gain or loss of the
Trust Fund. The Plan Administrator will allocate Employer contributions and
Participant forfeitures, if any, in accordance with Article III.

A "valuation date" under this Plan is each: (1) Accounting Date; (2) valuation
date the Employer elects in its Adoption Agreement Section 10.15; or (3)
valuation date the Plan Administrator establishes under Section 9.03. The
Employer in its Adoption Agreement Section 10.15 or the Plan Administrator may
elect alternative valuation dates for the different Account types which the Plan
Administrator maintains under the Plan. As of each valuation date, the Plan
Administrator must adjust Accounts to reflect net income, gain or loss since the
last valuation date. The valuation period is the period beginning on the day
after the last valuation date and ending on the current valuation date.

The Plan Administrator will allocate net income, gain or loss to the Participant
Accounts in accordance with the daily valuation method, balance forward method,
weighted average method, or other method the Employer elects under its Adoption
Agreement. The Employer in its Adoption Agreement may elect alternative methods
under which the Plan Administrator will allocate the net income, gain or loss to
the different Account types which the Plan Administrator maintains under the
Plan. If the Employer in its Adoption Agreement elects to apply a weighted
average allocation method, the Plan Administrator will treat a weighted portion
of the applicable contributions as if includible in the Participant's Account as
of the beginning of the valuation period. The weighted portion is a fraction,
the numerator of which is the number of months in the valuation period,
excluding each month in the valuation period which begins prior to the
contribution date of the applicable contributions, and the denominator of which
is the number of months in the valuation period. The Employer in its Adoption
Agreement may elect to substitute a weighting period other than months for
purposes of this weighted average allocation. If the Employer in its Adoption
Agreement elects to apply the daily valuation method, the Plan Administrator
will allocate the net income, gain or loss on each day of the Plan Year for
which Plan assets are valued on an established market and the Trustee is
conducting business. If the Employer in its Adoption Agreement elects to apply
the balance forward method, the Plan Administrator first will adjust the
Participant Accounts, as those Accounts stood at the beginning of the current
valuation period, by reducing the Accounts for any forfeitures arising under the
Plan, for amounts charged during the valuation period to the Accounts in
accordance with Section 9.10 (relating to distributions and to loan disbursement
payments) and Section 11.01 (relating to insurance premiums), and for the cash
value of incidental benefit insurance contracts. The Plan Administrator then,
subject to the restoration allocation requirements of the Plan, will allocate
the net income, gain or loss pro rata to the adjusted Participant Accounts. The
allocable net income, gain or loss is the net income (or net loss), including
the increase or decrease in the fair market value of assets, since the last
valuation date.

(A) TRUST FUND (POOLED) INVESTMENT ACCOUNTS. A pooled investment account is an
Account which is not a segregated investment Account or an individual investment
Account.

(B) SEGREGATED INVESTMENT ACCOUNTS. A segregated investment Account receives all
income it earns and bears all expense or loss it incurs. Pursuant to the Plan
Administrator's direction, the Trustee may establish for a Participant a
segregated investment Account to prevent a distortion of Plan income, gain or
loss allocations or for such other purposes as the Plan Administrator may
direct. The Trustee will invest the assets of a segregated investment Account
consistent with such purposes. As of each valuation date, the Plan Administrator
must reduce a segregated Account for any forfeiture arising under Section 5.09
after the Plan Administrator has made all other


                                       34

<PAGE>

allocations, changes or adjustments to the Account for the valuation period.

(C) INDIVIDUAL (DIRECTED) INVESTMENT ACCOUNTS. An individual investment Account
is an Account which is subject to Participant or Beneficiary self-direction
under Section 8.06. An individual investment Account receives all income it
earns and bears all expense or loss it incurs. As of each valuation date, the
Plan Administrator must reduce an individual Account for any forfeiture arising
from Section 5.09 after the Plan Administrator has made all other allocations,
changes or adjustment to the Account for the valuation period.

(D) CODE SS.415 EXCESS AMOUNTS. An Excess Amount or suspense account described
in Part 2 of Article III does not share in the allocation of net income, gain or
loss described in this Section 9.08.

(E) INTEREST ADJUSTMENT. Any distribution (other than a distribution from a
segregated or individual Account) made to a Participant or Beneficiary more than
90 days after the most recent valuation date may include interest on the amount
of the distribution as an expense of the Trust Fund. The interest, if any,
accrues from such valuation date to the date of the distribution at the rate the
Employer specifies in its Adoption Agreement.

(F) CONTRIBUTIONS PRIOR TO ACCRUAL. If the Employer in its Adoption Agreement
elects to impose one or more allocation conditions under Section 3.06 and the
Employer contributes to the Plan amounts which at the time of the contribution
have not accrued under the Plan terms ("pre-accrual contributions"), the
Trustee will hold the pre-accrual contributions in the Trust and will invest
such contributions as the Trustee determines, pending accrual and allocation to
Participant Accounts. When the Plan Administrator allocates to Participants who
have satisfied the Plan's allocation conditions the Employer's pre-accrual
contributions, the Plan Administrator also will allocate the net income, gain or
loss thereon pro rata in relation to each Participant's share of the pre-accrual
contribution.

         9.9 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting
Date of each Plan Year, but within the time prescribed by ERISA and the
regulations under ERISA, the Plan Administrator will deliver to each Participant
(and to each Beneficiary) a statement reflecting the condition of his/her
Account Balance in the Trust as of that date and such other information ERISA
requires be furnished the Participant or the Beneficiary. No Participant, except
the Plan Administrator, has the right to inspect the records reflecting the
Account of any other Participant.

         9.10 ACCOUNT CHARGED. The Plan Administrator will charge a
Participant's Account for all distributions made from that Account to the
Participant, to his/her Beneficiary or to an alternate payee, including a
disbursement payment for a Participant loan. The Plan Administrator, except as
prohibited by the Code or ERISA, also will charge a Participant's Account for
any reasonable administrative expenses incurred by the Plan directly related to
that Account.

         9.11 LOST PARTICIPANTS. If the Plan Administrator is unable to locate
any Participant or Beneficiary whose Account becomes distributable under Article
VI or under Section 13.06 (a "lost Participant"), the Plan Administrator will
apply the provisions of this Section 9.11.

(A) ATTEMPT TO LOCATE. The Plan Administrator will use one or more of the
following methods to attempt to locate a lost Participant: (1) provide a
distribution notice to the lost Participant at his/her last known address by
certified or registered mail; (2) use of the IRS letter forwarding program under
Rev. Proc. 94-22; (3) use of a commercial locator service, the internet or other
general search method; or (4) use of the Social Security Administration search
program.

(B) FAILURE TO LOCATE. If a lost Participant remains unlocated for 6 months
following the date of the Plan Administrator first attempts to locate the lost
Participant using one or more of the methods described in Section 9.11(A), the
Plan Administrator may forfeit the lost Participant's Account. If the Plan
Administrator will forfeit the lost Participant's Account, the forfeiture occurs
at the end of the above-described 6 month period and the Plan Administrator will
allocate the forfeiture in accordance with Section 3.05. If a lost Participant
whose Account was forfeited thereafter at any time but before the Plan has been
terminated makes a claim for his/her forfeited Account, the Plan Administrator
will restore the forfeited Account to the same dollar amount as the amount
forfeited, unadjusted for net income, gains or losses occurring subsequent to
the forfeiture. The Plan Administrator will make the restoration in the Plan
Year in which the lost Participant makes the claim, first from the amount, if
any, of Participant forfeitures the Plan Administrator otherwise would allocate
for the Plan Year, then from the amount, if any, of Trust net income or gain for
the Plan Year and last from the amount or additional amount the Employer
contributes to the Plan for the Plan Year. The Plan Administrator will
distribute the restored Account to the lost Participant not later than 60 days
after the close of the Plan Year in which the Plan Administrator restores the
forfeited Account. The Plan Administrator under this Section 9.11(B) will
forfeit the entire Account of the lost Participant, including deferral
contributions and Participant contributions.

(C) NONEXCLUSIVITY AND UNIFORMITY. The provisions of Section 9.11 are intended
to provide permissible but not exclusive means for the Plan Administrator to
administer the Accounts of lost Participants. The Plan Administrator may utilize
any other reasonable method to locate lost Participants and to administer the
Accounts of lost Participants, including the default rollover under Section
6.10(C) and such other methods as the Revenue Service or the U.S. Department of
Labor ("DOL") may in the future specify. The Plan Administrator will apply
Section 9.11 in a reasonable, uniform and nondiscriminatory manner, but may in
determining a specific course of action as to a particular Account, reasonably
take into account differing circumstances such as the amount of a lost
Participant's Account, the expense in attempting to locate a lost Participant,
the Plan Administrator's ability to establish and the expense of establishing a
rollover IRA, and other factors. The Plan Administrator may charge to the
Account of a lost Participant the reasonable expenses incurred under


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<PAGE>

this Section 9.11 and which are associated with the lost Participant's Account.

         9.12 PLAN CORRECTION. The Plan Administrator in conjunction with the
Employer may undertake such correction of Plan errors as the Plan Administrator
deems necessary, including correction to preserve tax qualification of the Plan
under Code ss.401(a) or to correct a fiduciary breach under ERISA. Without
limiting the Plan Administrator's authority under the prior sentence, the Plan
Administrator, as it determines to be reasonable and appropriate, may undertake
correction of Plan document, operational, demographic and employer eligibility
failures under a method described in the Plan or under the Employee Plans
Compliance Resolution System ("EPCRS") or any successor program to EPCRS. The
Plan Administrator, as it determines to be reasonable and appropriate, also may
undertake or assist the appropriate fiduciary or plan official in undertaking
correction of a fiduciary breach, including correction under the Voluntary
Fiduciary Correction Program ("VFC") or any successor program to VFC. If the
Plan includes a 401(k) arrangement, the Plan Administrator to correct an
operational error may require the Trustee to distribute from the Plan elective
deferrals or vested matching contributions, including earnings, where such
amounts result from an operational error other than a failure of Code ss.415,
Code ss.402(g), a failure of the ADP or ACP tests, or a failure of the multiple
use limitation.

         9.13 NO RESPONSIBILITY FOR OTHERS. Except as required under ERISA, the
Plan Administrator has no responsibility or obligation under the Plan to
Participants or Beneficiaries for any act (unless the Plan Administrator also
serves in such capacities) required of the Employer, the Trustee, the Custodian
or of any other service provider to the Plan. The Plan Administrator is not
responsible to collect any required plan contribution or to determine the
correctness or deductibility or any Employer contribution. The Plan
Administrator in administering the Plan is entitled to, but is not required to
rely upon, information which a Participant, Beneficiary, Trustee, Custodian, the
Employer, a Plan service provider or representatives thereof provide to the Plan
Administrator.

         9.14 NOTICE, DESIGNATION, ELECTION, CONSENT AND WAIVER. All notices
under the Plan and all Participant or Beneficiary designations, elections,
consents or waivers must be in writing and made in a form the Plan Administrator
specifies or otherwise approves. To the extent permitted by Treasury regulations
or other applicable guidance, any Plan notice, election, consent or waiver may
be transmitted electronically. Any person entitled to notice under the Plan may
waive the notice or shorten the notice period except as otherwise required by
the Code or ERISA.


                                       36

<PAGE>

                                   ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

         10.01 ACCEPTANCE. The Trustee accepts the Trust created under the Plan
and agrees to perform the obligations imposed. The Trustee must provide bond for
the faithful performance of its duties under the Trust to the extent required by
ERISA.

         10.02 RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the
Employer for the Plan contributions made by the Employer, but the Trustee does
not have any duty to ensure that the contributions received comply with the
provisions of the Plan. The Trustee is not obliged to collect any contributions
from the Employer, nor is the Trustee obliged to ensure that funds deposited
with it are deposited according to the provisions of the Plan.

         10.03 INVESTMENT POWERS.

(A) DISCRETIONARY TRUSTEE DESIGNATION. If the Employer, in its Adoption
Agreement, designates the Trustee to administer the Trust as a discretionary
Trustee, then the Trustee has full discretion and authority with regard to the
investment of the Trust Fund, except with respect to a Plan asset under the
control or the direction of a properly appointed Investment Manager or with
respect to a Plan asset properly subject to Employer, or to Participant
direction of investment. The Trustee must coordinate its investment policy with
Plan financial needs as communicated to it by the Plan Administrator. The
Trustee is authorized and empowered, but not by way of limitation, with the
following powers, rights and duties:

         (a) To invest consistent with and subject to applicable law any part or
         all of the Trust Fund in any common or preferred stocks, open-end or
         closed-end mutual funds (including proprietary funds), put and call
         options traded on a national exchange, United States retirement plan
         bonds, corporate bonds, debentures, convertible debentures, commercial
         paper, U.S. Treasury bills, U.S. Treasury notes and other direct or
         indirect obligations of the United States Government or its agencies,
         improved or unimproved real estate situated in the United States,
         limited partnerships, insurance contracts of any type, mortgages, notes
         or other property of any kind, real or personal, to buy or sell options
         on common stock on a nationally recognized exchange with or without
         holding the underlying common stock, to open and to maintain margin
         accounts, to engage in short sales, to buy and sell commodities,
         commodity options and contracts for the future delivery of commodities,
         and to make any other investments the Trustee deems appropriate, as a
         prudent person would do under like circumstances with due regard for
         the purposes of this Plan. Any investment made or retained by the
         Trustee in good faith is proper but must be of a kind constituting a
         diversification considered by law suitable for trust investments.

         (b) To retain in cash so much of the Trust Fund as it may deem
         advisable to satisfy liquidity needs of the Plan and to deposit any
         cash held in the Trust Fund in a bank account at reasonable interest.

         (c) To invest, if the Trustee is a bank or similar financial
         institution supervised by the United States or by a state, in any type
         of deposit of the Trustee (or of a bank related to the Trustee within
         the meaning of Code ss.414(b)) at a reasonable rate of interest or in a
         common trust fund, as described in Code ss.584, or in a collective
         investment fund, the provisions of which govern the investment of such
         assets and which the Plan incorporates by this reference, which the
         Trustee (or its affiliate, as defined in Code ss.1504) maintains
         exclusively for the collective investment of money contributed by the
         bank (or the affiliate) in its capacity as trustee and which conforms
         to the rules of the Comptroller of the Currency.

         (d) To manage, sell, contract to sell, grant options to purchase,
         convey, exchange, transfer, abandon, improve, repair, insure, lease for
         any term even though commencing in the future or extending beyond the
         term of the Trust, and otherwise deal with all property, real or
         personal, in such manner, for such considerations and on such terms and
         conditions as the Trustee decides.

         (e) To credit and distribute the Trust Fund as directed by the Plan
         Administrator. The Trustee is not obliged to inquire as to whether any
         payee or distributee is entitled to any payment or whether the
         distribution is proper or within the terms of the Plan, or as to the
         manner of making any payment or distribution. The Trustee is
         accountable only to the Plan Administrator for any payment or
         distribution made by it in good faith on the order or direction of the
         Plan Administrator.

         (f) To borrow money, to assume indebtedness, extend mortgages and
         encumber by mortgage or pledge.

         (g) To compromise, contest, arbitrate or abandon claims and demands, in
         the Trustee's discretion.

         (h) To have with respect to the Trust all of the rights of an
         individual owner, including the power to exercise any and all voting
         rights associated with Trust assets, to give proxies, to participate in
         any voting trusts, mergers, consolidations or liquidations, to tender
         shares and to exercise or sell stock subscriptions or conversion
         rights.

         (i) To lease for oil, gas and other mineral purposes and to create
         mineral severances by grant or reservation; to pool or unitize
         interests in oil, gas and other minerals; and to enter into operating
         agreements and to execute division and transfer orders.

         (j) To hold any securities or other property in the name of the Trustee
         or its nominee, with depositories or agent depositories or in another
         form as it may deem best, with or without disclosing the trust
         relationship.


                                       37

<PAGE>

         (k) To perform any and all other acts in its judgment necessary or
         appropriate for the proper and advantageous management, investment and
         distribution of the Trust.

         (1) To retain any funds or property subject to any dispute without
         liability for the payment of interest, and to decline to make payment
         or delivery of the funds or property until a court of competent
         jurisdiction makes final adjudication.

         (m) To file all information and tax returns required of the Trustee.

         (n) To furnish to the Employer and to the Plan Administrator an annual
         statement of account showing the condition of the Trust Fund and all
         investments, receipts, disbursements and other transactions effected by
         the Trustee during the Plan Year covered by the statement and also
         stating the assets of the Trust held at the end of the Plan Year, which
         accounts are conclusive on all persons, including the Employer and the
         Plan Administrator, except as to any act or transaction concerning
         which the Employer of the Plan Administrator files with the Trustee
         written exceptions or objections within 90 days after the receipt of
         the accounts or for which ERISA authorizes a longer period within which
         to object.

         (o) To begin, maintain or defend any litigation necessary in connection
         with the administration of the Plan, except the Trustee is not obliged
         nor required to do so unless indemnified to its satisfaction.

(B) NONDISCRETIONARY TRUSTEE DESIGNATION/APPOINTMENT OF CUSTODIAN. If the
Employer, in its Adoption Agreement, designates the Trustee to administer the
Trust as a nondiscretionary Trustee, then the Trustee will not have any
discretion or authority with regard to the investment of the Trust Fund, but
must act solely as a directed trustee of the funds contributed to it. A
nondiscretionary Trustee, as directed trustee of the funds held by it under the
Plan, is authorized and empowered, by way of limitation, with the following
powers, rights and duties, each of which the nondiscretionary Trustee exercises
solely as directed trustee in accordance with the written direction of the Named
Fiduciary (except to the extent a Plan asset is subject to the control and the
management of a properly appointed Investment Manager or subject to Employer or
Participant direction of investment):

         (a) To invest any part or all of the Trust Fund in any common or
         preferred stocks, open-end or closed-end mutual funds (including
         proprietary funds), put and call options traded on a national exchange,
         United States retirement plan bonds, corporate bonds, debentures,
         convertible debentures, commercial paper, U.S. Treasury bills, U.S.
         Treasury notes and other direct or indirect obligations of the United
         States Government or its agencies, improved or unimproved real estate
         situated in the United States, limited partnerships, insurance
         contracts of any type, mortgages, notes or other property of any kind,
         real or personal, to buy or sell options on common stock on a
         nationally recognized options exchange with or without holding the
         underlying common stock, to open and to maintain margin accounts, to
         engage in short sales, to buy and sell commodities, commodity options
         and contracts for the future delivery of commodities, and to make any
         other investments the Named Fiduciary deems appropriate.

         (b) To retain in cash so much of the Trust Fund as the Named Fiduciary
         may direct in writing to satisfy liquidity needs of the Plan and to
         deposit any cash held in the Trust Fund in a bank account at reasonable
         interest.

         (c) To invest, if the Trustee is a bank or similar financial
         institution supervised by the United States or by a State, in any type
         of deposit of the Trustee (or of a bank related to the Trustee within
         the meaning of Code ss.414(b)) at a reasonable rate of interest or in a
         common trust fund, as described in Code ss.584, or in a collective
         investment fund, the provisions of which govern the investment of such
         assets and which the Plan incorporates by this reference, which the
         Trustee (or its affiliate, as defined in Code ss.1504) maintains
         exclusively for the collective investment of money contributed by the
         bank (or the affiliate) in its capacity as trustee and which conforms
         to the rules of the Comptroller of the Currency.

         (d) To sell, contract to sell, grant options to purchase, convey,
         exchange, transfer, abandon, improve, repair, insure, lease for any
         term even though commencing in the future or extending beyond the term
         of the Trust, and otherwise deal with all property, real or personal,
         in such manner, for such considerations and on such terms and
         conditions as the Named Fiduciary directs in writing.

         (e) To credit and distribute the Trust Fund as directed by the Plan
         Administrator. The Trustee is not obliged to inquire as to whether any
         payee or distributee is entitled to any payment or whether the
         distribution is proper or within the terms of the Plan, or as to the
         manner of making any payment or distribution. The Trustee is
         accountable only to the Plan Administrator for any payment or
         distribution made by it in good faith on the order or the direction of
         the Plan Administrator.

         (f) To borrow money, to assume indebtedness, extend mortgages and
         encumber by mortgage or pledge in accordance with and at the written
         direction of the Named Fiduciary.

         (g) To have with respect to the Trust all of the rights of an
         individual owner, including the power to exercise any and all voting
         rights associated with Trust assets, to give proxies, to participate in
         any voting trusts, mergers, consolidations or liquidations, to tender
         shares and to exercise or sell stock subscriptions or conversion
         rights, provided the exercise of any such powers is in accordance with
         and at the written direction of the Named Fiduciary.

         (h) To lease for oil, gas and other mineral purposes and to create
         mineral severances by grant or reservation; to pool or unitize
         interests in oil, gas and


                                       38

<PAGE>

         other minerals; and to enter into operating agreements and to execute
         division and transfer orders, provided the exercise of any such powers
         is in accordance with and at the written direction of the Named
         Fiduciary.

         (i) To hold any securities or other property in the name of the
         nondiscretionary Trustee or its nominee, with depositories or agent
         depositories or in another form as the Named Fiduciary may direct in
         writing, with or without disclosing the custodial relationship.

         (j) To retain any funds or property subject to any dispute without
         liability for the payment of interest, and to decline to make payment
         or delivery of the funds or property until a court of competent
         jurisdiction makes final adjudication.

         (k) To file all information and tax returns required of the Trustee.

         (1) To furnish to the Named Fiduciary, the Employer and the Plan
         Administrator an annual statement of account showing the condition of
         the Trust Fund and all investments, receipts, disbursements and other
         transactions effected by the nondiscretionary Trustee during the Plan
         Year covered by the statement and also stating the assets of the Trust
         held at the end of the Plan Year, which accounts are conclusive on all
         persons, including the Named Fiduciary, the Employer and the Plan
         Administrator, except as to any act or transaction concerning which the
         Named Fiduciary, the Employer or the Plan Administrator files with the
         nondiscretionary Trustee written exceptions or objections within 90
         days after the receipt of the accounts or for which ERISA authorizes a
         longer period within which to object.

         (m) To begin, maintain or defend any litigation necessary in connection
         with the administration of the Plan, except the Trustee is not obliged
         nor required to do so unless indemnified to its satisfaction.

         APPOINTMENT OF CUSTODIAN. The Employer may appoint a Custodian under
the Plan, the acceptance by the Custodian indicated on the execution page of the
Adoption Agreement. If the Employer appoints a Custodian, the Plan must have a
discretionary Trustee, as described in Section 10.03(A). A Custodian has the
same powers, rights and duties as a nondiscretionary Trustee, as described in
this Section 10.03(B). The Custodian accepts the terms of the Plan and Trust by
executing the Adoption Agreement. Any reference in the Plan to a Trustee also is
a reference to a Custodian where the context of the Plan dictates. A limitation
of the Trustee's liability by Plan provision also acts as a limitation of the
Custodian's liability. Any action taken by the Custodian at the discretionary
Trustee's direction satisfies any provision in the Plan referring to the
Trustee's taking that action.

         MODIFICATION OF POWERS/LIMITED RESPONSIBILITY. The Employer and the
nondiscretionary Trustee (or the Custodian), in writing, may limit the powers of
the Custodian or the nondiscretionary Trustee to any combination of powers
listed within this Section 10.03(B). If there is a Custodian or a
nondiscretionary Trustee under the Plan, then the Employer, in adopting this
Plan acknowledges the Custodian or the nondiscretionary Trustee does not have
any discretion with respect to the investment or the re-investment of the Trust
Fund and the Custodian or the nondiscretionary Trustee is acting solely as a
custodian or as a directed trustee with respect to the assets comprising the
Trust Fund.

(C) LIMITATION OF POWERS OF CERTAIN CUSTODIANS. If a Custodian is a bank which,
under its governing state law, does not possess trust powers, then Paragraphs
(a), (c) as it relates to common trust funds or collective investment funds,
(d), (f), (g) and (h) of Section 10.03(B), Section 10.17 and Article XI do not
apply to that bank and that bank only has the power and the authority to
exercise the remaining powers, rights and duties under Section 10.03(B).

(D) NAMED FIDUCIARY/LIMITATION OF LIABILITY OF NONDISCRETIONARY TRUSTEE OR
CUSTODIAN. The Named Fiduciary under the Plan has the sole responsibility for
the management and the control of the Trust Fund, except with respect to a Plan
asset under the control or the direction of a properly appointed Investment
Manager or with respect to a Plan asset properly subject to Participant or
Employer direction of investment. If the Employer appoints a discretionary
Trustee, the Named Fiduciary is the discretionary Trustee. If the Employer
appoints a Custodian, the Named Fiduciary is the discretionary Trustee. Under a
nondiscretionary Trustee designation, unless the Employer designates in writing
another person or persons to serve as Named Fiduciary, the Named Fiduciary under
the Plan is the president of a corporate Employer, the managing partner of a
partnership Employer, the managing member of a limited liability company
Employer or the sole proprietor, as appropriate. The Named Fiduciary will
exercise its management and control of the Trust Fund through its written
direction to the nondiscretionary Trustee or to the Custodian, whichever applies
to the Plan.

         The nondiscretionary Trustee or the Custodian does not have any duty to
review or to make recommendations regarding investments made at the written
direction of the Named Fiduciary. The nondiscretionary Trustee or the Custodian
must retain any investment obtained at the written direction of the Named
Fiduciary until further directed in writing by the Named Fiduciary to dispose of
such investment. The nondiscretionary Trustee or the Custodian is not liable in
any manner or for any reason for making, retaining or disposing of any
investment pursuant to any written direction of the Named Fiduciary. The
Employer will indemnify, defend and hold the nondiscretionary Trustee or the
Custodian harmless from any damages, costs or expenses, including reasonable
attorneys' fees, which the nondiscretionary Trustee or the Custodian may incur
as a result of any claim asserted against the nondiscretionary Trustee, the
Custodian or the Trust arising out of the nondiscretionary Trustee's or
Custodian's full and timely compliance with any written direction of the Named
Fiduciary.

(E) PARTICIPANT LOANS. This Section 10.03(E) specifically authorizes the Trustee
to make loans on a nondiscriminatory basis to a Participant or to a Beneficiary
in accordance with the loan policy established by the Plan Administrator,
provided: (1) the loan policy satisfies the requirements of Section 9.04; (2)
loans are available to all


                                       39

<PAGE>

Participants and Beneficiaries on a reasonably equivalent basis and are not
available in a greater amount for Highly Compensated Employees than for
Nonhighly Compensated Employees; (3) any loan is adequately secured and bears a
reasonable rate of interest; (4) the loan provides for repayment within a
specified time (however, the loan policy may suspend loan payments pursuant to
Code ss.414(u)(4)) or otherwise in accordance with applicable Treasury
Regulations); (5) the default provisions of the note permit offset of the
Participant's Vested Account Balance only at the time when the Participant has a
distributable event under the Plan, but without regard to whether the
Participant consents to distribution as otherwise may be required under Section
6.01(A)(5); (6) the amount of the loan does not exceed (at the time the Plan
extends the loan) the present value of the Participant's Vested Account Balance;
and (7) the loan otherwise conforms to the exemption provided by Code
ss.4975(d)(l). The loan policy may provide a Participant's loan default is a
distributable event with respect to the defaulted amount, irrespective of
whether the Participant otherwise has incurred a distributable event at the time
of default, except as to amounts which the Participant used to secure his/her
loan which remain subject to distribution restrictions under Section 14.11 or
are money purchase pension plan or target benefit plan balances which may not be
distributed in-service at the time of default. If the joint and survivor
requirements of Article VI apply to the Participant, the Participant may not
pledge any portion of his/her Account Balance as security for a loan unless,
within the 90 day period ending on the date the pledge becomes effective, the
Participant's spouse, if any, consents (in a manner described in Section 6.05
other than the requirement relating to the consent of a subsequent spouse) to
the security or, by separate consent, to an increase in the amount of security.

         A Participant who is an Owner-Employee (including other persons
described in Code ss.4975(f)(6)), or who is a Shareholder-Employee may not
receive a loan from the Plan, unless he/she has obtained a prohibited
transaction exemption from the DOL.

(F) INVESTMENT IN QUALIFYING EMPLOYER SECURITIES AND QUALIFYING EMPLOYER REAL
PROPERTY. The Trustee (or as applicable, Investment Manager, Employer or
Participant) may invest in qualifying Employer securities or in qualifying
Employer real property, as defined in and as limited by ERISA. If the Employer's
Plan is a profit sharing plan, the aggregate investments in qualifying Employer
securities and in qualifying Employer real property may exceed 10% of the value
of Plan assets, unless the Employer elects in its Adoption Agreement to restrict
such investments to 10% (or to some other percentage which is less than 100%).
Notwithstanding the foregoing, except where permitted under ERISA ss.407(b)(2),
if the Plan includes a 401(k) arrangement, a participant's Deferral
Contributions Account accumulated in Plan Years beginning after December 31,
1998, including earnings thereon, may not be invested more than 10% in
qualifying employer securities and qualifying employer real property, unless
such investments are directed by the Participant or the Participant's
Beneficiary.

(G) MODIFICATIONS TO OR SUBSTITUTION OF TRUST. The Employer in its Standardized
Adoption Agreement may not amend any provision of Article X (or any other
provision of the Plan related to the Trust) except to specify the Trust year,
the names of the Plan, the Employer, the Trustee, the Custodian, the Plan
Administrator, other fiduciaries or the name of any pooled trust in which the
Trust will participate. The Employer in its Nonstandardized Adoption Agreement,
in addition to the foregoing amendments, may amend or override the
administrative provisions of Article X (or any other provision of the Plan
related to the Trust), including provisions relating to Trust investment and
Trustee duties. Any such amendment: (1) must not conflict with any other
provisions of the Plan (except as expressly are intended to override an existing
Trust provision); (2) must not cause the Plan to violate Code ss.401(a); and (3)
must be made in accordance with Rev. Proc. 2000-20 or any successor thereto. The
Employer using either a Standardized or Nonstandardized Adoption Agreement to
establish its Plan, subject to the conditions (1), (2) and (3) described above,
may elect to substitute in place of Article X and the remaining trust provisions
of the basic plan document, any other trust or custodial account agreement. All
Section 10.03(G) Trust modifications or substitutions are subject to Section
13.02 and require the written consent or signature of the Trustee.

(H) COFIDUCIARY LIABILITY. Each fiduciary under the Plan is responsible solely
for his/her or its own acts or omissions. A fiduciary does not have any
liability for another fiduciary's breach of fiduciary responsibility with
respect to the Plan and the Trust unless the fiduciary: (1) participates
knowingly in or undertakes to conceal the breach; (2) has actual knowledge of
the breach and fails to take reasonable remedial action to remedy the breach; or
(3) through negligence in performing his/her or its own specific fiduciary
responsibilities that give rise to fiduciary status, the fiduciary has enabled
the other fiduciary to commit a breach of the latter's fiduciary responsibility.

         10.04 RECORDS AND STATEMENTS. The records of the Trustee pertaining to
the Plan must be open to the inspection of the Plan Administrator and the
Employer at all reasonable times and may be audited from time to time by any
person or persons as the Employer or Plan Administrator may specify in writing.
The Trustee must furnish the Plan Administrator with whatever information
relating to the Trust Fund the Plan Administrator considers necessary to perform
its duties as Plan Administrator.

         10.05 FEES AND EXPENSES FROM FUND. A Trustee or a Custodian will
receive reasonable compensation as may be agreed upon from time to time between
the Employer and the Trustee or the Custodian. No person who is receiving full
pay from the Employer may receive compensation (except for reimbursement of Plan
expenses) for services as Trustee or as Custodian. The Trustee will pay from the
Trust Fund all fees and reasonable expenses incurred by the Plan, to the extent
such fees and expenses are for the ordinary and necessary administration and
operation of the Plan and are not "settlor expenses" as determined by the DOL
unless the Employer pays such fees and expenses. Any fee or expense paid,
directly or indirectly, by the Employer is not an Employer contribution to the
Plan, provided the fee or the expense relates to the ordinary and necessary
administration of the Trust Fund.


                                       40

<PAGE>

         10.06 PARTIES TO LITIGATION. Except as otherwise provided by ERISA, a
Participant or a Beneficiary is not a necessary party or required to receive
notice of process in any court proceeding involving the Plan, the Trust Fund or
any fiduciary of the Plan. Any final judgment entered in any such proceeding
will be binding upon the Employer, the Plan Administrator, the Trustee,
Custodian, Participants and Beneficiaries and upon their successors and assigns.

         10.07 PROFESSIONAL AGENTS. The Trustee may employ and pay from the
Trust Fund reasonable compensation to agents, attorneys, accountants and other
persons to advise the Trustee as in its opinion may be necessary. The Trustee
reasonably may delegate to any agent, attorney, accountant or other person
selected by it any non-Trustee power or duty vested in it by the Plan, and the
Trustee may reasonably act or refrain from acting on the advice or opinion of
any agent, attorney, accountant or other person so selected.

         10.08 DISTRIBUTION OF CASH OR PROPERTY. The Trustee will make Plan
distributions in the form of cash except where: (1) the required form of
distribution is a QJSA or QPSA which has not been waived; (2) the Plan is a
restated Plan and under the prior Plan, distribution in the form of property
("in-kind distribution") is a Protected Benefit (3) the Plan Administrator
adopts a written policy which provides for in-kind distribution; or (4) the
Employer is terminating the Plan, and in the reasonable judgement of the
Trustee, some or all Plan assets may not within a reasonable time for making
final distribution of Plan assets, be liquidated to cash or may not be so
liquidated without undue loss in value. The Plan Administrator's policy under
clause (3) may restrict in-kind distributions to certain types of Trust
investments or specify any other reasonable and nondiscriminatory condition or
restriction applicable to in-kind distributions. Under clause (4), the Trustee
will make Plan termination distributions to Participants and Beneficiaries in
cash, in-kind or in a combination of these forms, in a reasonable and
nondiscriminatory manner which may take into account the preferences of the
distributees. All in-kind distributions will be made based on the current fair
market value of the property, as determined by the Trustee.

         10.09 PARTICIPANT OR BENEFICIARY INCAPACITATED. If, in the opinion of
the Plan Administrator or of the Trustee, a Participant or Beneficiary entitled
to a Plan distribution is not able to care for his/her affairs because of a
mental condition, a physical condition, or by reason of age, at the direction of
the Plan Administrator the Trustee may make the distribution to the
Participant's or Beneficiary's guardian, conservator, trustee, custodian
(including under a Uniform Transfers or Gifts to Minors Act) or to his/her
attorney-in-fact or to other legal representative upon furnishing evidence of
such status satisfactory to the Plan Administrator and to the Trustee. The Plan
Administrator and the Trustee do not have any liability with respect to payments
so made and neither the Plan Administrator nor the Trustee has any duty to make
inquiry as to the competence of any person entitled to receive payments under
the Plan.

         10.10 DISTRIBUTION DIRECTIONS. The Trustee must promptly notify the
Plan Administrator of any unclaimed Plan distribution and then dispose of the
distribution in accordance with the Plan Administrator's subsequent direction.

         10.11 THIRD PARTY RELIANCE. A person dealing with the Trustee is not
obligated to see to the proper application of any money paid or property
delivered to the Trustee, or to inquire whether the Trustee has acted pursuant
to any of the terms of the Plan. Each person dealing with the Trustee may act
upon any notice, request or representation in writing by the Trustee, or by the
Trustee's duly authorized agent, and is not liable to any person in so acting.
The certificate of the Trustee that it is acting in accordance with the Plan is
conclusive in favor of any person relying on the certificate.

         10.12 MULTIPLE TRUSTEES. If more than two persons act as Trustee, a
decision of the majority of such persons controls with respect to any decision
regarding the administration or the investment of the Trust Fund or of any
portion of the Trust Fund with respect to which such persons act as Trustee. If
there is more than one Trustee, the Trustees jointly will manage and control the
assets of the Trust Fund. However, the Trustees may allocate among themselves
specific responsibilities or obligations or may authorize one or more of them,
either individually or in concert, to exercise any or all of the powers granted
to the Trustee under Article X. In addition, the signature of only one Trustee
is necessary to effect any transaction on behalf of the Trust.

         10.13 RESIGNATION AND REMOVAL. The Trustee or the Custodian may resign
its position by giving written notice to the Employer and to the Plan
Administrator. The Trustee's notice must specify the effective date of the
Trustee's resignation, which date must be at least 30 days following the date of
the Trustee's notice, unless the Employer consents in writing to shorter notice.

         The Employer may remove a Trustee or a Custodian by giving written
notice to the effected party. The Employer's notice must specify the effective
date of removal which date must be at least 30 days following the date of the
Employer's notice, except where the Employer reasonably determines a shorter
notice period or immediate removal is necessary to protect Plan assets.

         In the event of the resignation or the removal of a Trustee, where no
other Trustee continues to service, the Employer must appoint a successor
Trustee if it intends to continue the Plan. If two or more persons hold the
position of Trustee, in the event of the removal of one such person, during any
period the selection of a replacement is pending, or during any period such
person is unable to serve for any reason, the remaining person or persons will
act as the Trustee. If the Employer fails to appoint a successor Trustee as of
the effective date of the Trustee resignation or removal and no other Trustee
remains, the Trustee will treat the Employer as having appointed itself as
Trustee and as having filed the Employer's acceptance of appointment as
successor Trustee with the former Trustee. If state law prohibits the Employer
from serving as successor Trustee, the appointed successor Trustee is the
president of a corporate Employer, the managing partner of a partnership
Employer, the managing member of a limited liability


                                       41

<PAGE>

company Employer or the sole proprietor, as appropriate. If the Employer removes
and does not replace a Custodian, the discretionary Trustee will assume
possession of Plan assets held by the former Custodian.

         10.14 SUCCESSOR TRUSTEE ACCEPTANCE. Each successor Trustee succeeds its
predecessor Trustee by accepting in writing its appointment as successor Trustee
and by filing the acceptance with the former Trustee and the Plan Administrator
without the signing or filing of any further statement. The resigning or removed
Trustee, upon receipt of acceptance in writing of the Trust by the successor
Trustee, must execute all documents and do all acts necessary to vest the title
of record in any successor Trustee. Each successor Trustee has and enjoys all of
the powers, both discretionary and ministerial, conferred under the Plan upon
its predecessor. A successor Trustee is not personally liable for any act or
failure to act of any predecessor Trustee, except as required under ERISA. With
the approval of the Employer and the Plan Administrator, a successor Trustee,
with respect to the Plan, may accept the account rendered and the property
delivered to it by a predecessor Trustee without liability.

         10.15 VALUATION OF TRUST. The Trustee must value the Trust Fund as of
each Accounting Date to determine the fair market value of each Participant's
Account Balance in the Trust. The Trustee also must value the Trust Fund on such
other valuation dates as directed in writing by the Plan Administrator or as the
Adoption Agreement may require.

         10.16 LIMITATION ON LIABILITY - IF INVESTMENT MANAGER, ANCILLARY
TRUSTEE OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee is not liable for the
acts or omissions of any Investment Manager the Plan Administrator may appoint,
nor is the Trustee under any obligation to invest or otherwise to manage any
asset of the Trust Fund which is subject to the management of a properly
appointed Investment Manager. The Plan Administrator, the Trustee and any
properly appointed Investment Manager may execute a written agreement as a part
of this Plan delineating the duties, responsibilities and liabilities of the
Investment Manager with respect to any part of the Trust Fund under the control
of the Investment Manager.

         The limitation on liability described in this Section 10.16 also
applies to the acts or omissions of any ancillary trustee or independent
fiduciary properly appointed under Section 10.18. However, if a discretionary
Trustee, pursuant to the delegation described in Section 10.18, appoints an
ancillary trustee, the discretionary Trustee is responsible for the periodic
review of the ancillary trustee's actions and must exercise its delegated
authority in accordance with the terms of the Plan and in a manner consistent
with ERISA. The Employer, the discretionary Trustee and an ancillary trustee may
execute a written agreement as a part of this Plan delineating any
indemnification agreement among the parties.

         10.17 INVESTMENT IN GROUP TRUST FUND. The Employer, by adopting this
Plan, specifically authorizes the Trustee to invest all or any portion of the
assets comprising the Trust Fund in any group trust fund which at the time of
the investment provides for the pooling of the assets of plans qualified under
Code ss.401(a). This authorization applies solely to a group trust fund exempt
from taxation under Code ss.501(a) and the trust agreement of which satisfies
the requirements of Revenue Ruling 81-100, or any successor thereto. The
provisions of the group trust fund agreement, as amended from time to time, are
by this reference incorporated within this Plan and Trust. The provisions of the
group trust fund will govern any investment of Plan assets in that fund. The
Employer must specify in an Addendum to its Adoption Agreement the group trust
fund(s) to which this authorization applies. If the Trustee is acting as a
nondiscretionary Trustee, the investment in the group trust fund is available
only in accordance with a proper direction, by the Named Fiduciary, in
accordance with Section 10.03(B). Pursuant to Paragraph (c) of Section 10.03(A),
a Trustee has the authority to invest in certain common trust funds and
collective investment funds without the need for the authorizing Addendum
described in this Section 10.17.

         Furthermore, at the Employer's direction, the Trustee, for collective
investment purposes, may combine into one trust fund the Trust created under
this Plan with the trust created under any other qualified retirement plan the
Employer maintains. However, the Trustee must maintain separate records of
account for the assets of each Trust in order to reflect properly each
Participant's Account Balance under the qualified plans in which he/she is a
participant.

         10.18 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY. The
Employer, in writing, may appoint any qualified person in any state to act as
ancillary trustee with respect to a designated portion of the Trust Fund,
subject to any consent required under Section 1.33. An ancillary trustee must
acknowledge in writing its acceptance of the terms and conditions of its
appointment as ancillary trustee and its fiduciary status under ERISA. The
ancillary trustee has the rights, powers, duties and discretion as the Employer
may delegate, subject to any limitations or directions specified in the
agreement appointing the ancillary trustee and to the terms of the Plan or of
ERISA. The investment powers delegated to the ancillary trustee may include any
investment powers available under Section 10.03. The delegated investment powers
may include the right to invest any portion of the assets of the Trust Fund in a
common trust fund, as described in Code ss.584, or in any collective investment
fund, the provisions of which govern the investment of such assets and which the
Plan incorporates by this reference, but only if the ancillary trustee is a bank
or similar financial institution supervised by the United States or by a state
and the ancillary trustee (or its affiliate, as defined in Code ss.1504)
maintains the common trust fund or collective investment fund exclusively for
the collective investment of money contributed by the ancillary trustee (or its
affiliate) in a trustee capacity and which conforms to the rules of the
Comptroller of the Currency. The Employer also may appoint as an ancillary
trustee, the trustee of any group trust fund designated for investment pursuant
to the provisions of Section 10.17.

         The ancillary trustee may resign its position and the Employer may
remove an ancillary trustee as provided in Section 10.13 regarding resignation
and removal of the Trustee or Custodian. In the event of such resignation or
removal, the Employer may appoint another ancillary


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<PAGE>

trustee or may return the assets to the control and management of the Trustee.
The Employer may delegate its responsibilities under this Section 10.18 to a
discretionary Trustee under the Plan, but not to a nondiscretionary Trustee or
to a Custodian, subject to the acceptance by the discretionary Trustee of that
delegation.

         If the DOL requires engagement of an independent fiduciary to have
control or management of all or a portion of the Trust Fund, the Employer will
appoint such independent fiduciary, as directed by the DOL. The independent
fiduciary will have the duties, responsibilities and powers prescribed by the
DOL and will exercise those duties, responsibilities and powers in accordance
with the terms, restrictions and conditions established by the DOL and, to the
extent not inconsistent with ERISA, the terms of the Plan. The independent
fiduciary must accept its appointment in writing and must acknowledge its status
as a fiduciary of the Plan.


                                       43

<PAGE>

                                   ARTICLE XI
             PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

         11.01 INSURANCE BENEFIT. The Employer may elect to provide incidental
life insurance benefits for insurable Participants who consent to life insurance
benefits by executing the appropriate insurance company application form. The
Trustee will not purchase any incidental life insurance benefit for any
Participant prior to a contribution allocation to the Participant's Account. At
an insured Participant's written direction, the Trustee will use all or any
portion of the Participant's Employee contributions, if any, to pay insurance
premiums covering the Participant's life. This Section 11.01 also authorizes
(except if the Plan is a money purchase pension plan) the purchase of life
insurance, for the benefit of the Participant, on the life of a family member of
the Participant or on any person in whom the Participant has an insurable
interest. However, if the policy is on the joint lives of the Participant and
another person, the Trustee may not maintain that policy if the other person
predeceases the Participant.

         The Employer will direct the Trustee as to the insurance company and
insurance agent through which the Trustee is to purchase the insurance
contracts, the amount of the coverage and the applicable dividend plan. Each
application for a policy, and the policies themselves, must designate the
Trustee as sole owner, with the right reserved to the Trustee to exercise any
right or option contained in the policies, subject to the terms and provisions
of this Plan. The Trustee must be the named beneficiary for the Account of the
insured Participant. Proceeds of insurance contracts paid to the Participant's
Account under this Article XI are subject to the distribution requirements of
Article VI. The Trustee will not retain any such proceeds for the benefit of the
Trust.

         The Trustee will charge the premiums on any incidental benefit
insurance contract covering the life of a Participant against the Account of
that Participant and will treat the insurance contract as a directed investment
of the Participant's Account, even if the Plan otherwise does not permit a
Participant to direct the investment of his/her own Account. The Trustee will
hold all incidental benefit insurance contracts issued under the Plan as assets
of the Trust created and maintained under the Plan.

(A) INCIDENTAL INSURANCE BENEFITS. The aggregate of life insurance premiums paid
for the benefit of a Participant, at all times, may not exceed the following
percentages of the aggregate of the Employer's contributions (including Deferral
Contributions and forfeitures) allocated to any Participant's Account: (i) 49%
in the case of the purchase of ordinary life insurance contracts; or (ii) 25% in
the case of the purchase of term life insurance or universal life insurance
contracts. If the Trustee purchases a combination of ordinary life insurance
contract(s) and term life insurance or universal life insurance contract(s),
then the sum of one-half of the premiums paid for the ordinary life insurance
contract(s) and the premiums paid for the term life insurance or universal life
insurance contract(s) may not exceed 25% of the Employer contributions allocated
to any Participant's Account.

(B) EXCEPTION FOR CERTAIN PROFIT SHARING PLANS. If the Plan is a profit sharing
plan, the incidental insurance benefits requirement does not apply to the Plan
if the Plan purchases life insurance benefits only from Employer contributions
accumulated in the Participant's Account for at least two years (measured from
the allocation date).

(C) EXCEPTION FOR OTHER AMOUNTS. The incidental insurance benefits requirement
does not apply to life insurance purchased with Employee contributions, rollover
contributions, or earnings on Employer contributions.

         11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not
continue any life insurance protection for any Participant beyond his/her
annuity starting date as defined in Section 6.01(A)(4). If the Trustee holds any
incidental benefit insurance contract(s) for the benefit of a Participant when
he/she terminates his/her employment (other than by reason of death), the
Trustee must proceed as follows:

         (a)      If the entire cash value of the contract(s) is Vested in the
terminating Participant, or if the contract(s) will not have any cash value at
the end of the policy year in which Separation from Service occurs, the Trustee
will transfer the contract(s) to the Participant endorsed so as to vest in the
transferee all right, title and interest to the contract(s), free and clear of
the Trust; subject however, to restrictions as to surrender or payment of
benefits as the issuing insurance company may permit and as the Plan
Administrator directs;

         (b)      If only part of the cash value of the contract(s) is Vested in
the terminating Participant, the Trustee, to the extent the Participant's
interest in the cash value of the contract(s) is not Vested, may adjust the
Participant's interest in the value of his/her Account attributable to Trust
assets other than incidental benefit insurance contracts and proceed as in (a),
or the Trustee must effect a loan from the issuing insurance company on the sole
security of the contract(s) for an amount equal to the difference between the
cash value of the contract(s) at the end of the policy year in which termination
of employment occurs and the amount of the cash value that is Vested in the
terminating Participant, and the Trustee must transfer the contract(s) endorsed
so as to vest in the transferee all right, title and interest to the
contract(s), free and clear of the Trust; subject however, to the restrictions
as to surrender or payment of benefits as the issuing insurance company may
permit and the Plan Administrator directs;

         (c)      If no part of the cash value of the contract(s) is Vested in
the terminating Participant, the Trustee must surrender the contract(s) for cash
proceeds as may be available.

         In accordance with the written direction of the Plan Administrator, the
Trustee will make any transfer of contract(s) under this Section 11.02 on the
Participant's annuity starting date (or as soon as administratively practicable
after that date). The Trustee may not transfer any contract under this Section
11.02 which contains a method of payment not specifically authorized by Article
VI or which fails to comply with the joint and survivor annuity requirements, if
applicable, of Article VI. In this


                                       44

<PAGE>

regard, the Trustee either must convert such a contract to cash and distribute
the cash instead of the contract, or before making the transfer, must require
the issuing company to delete the unauthorized method of payment option from the
contract.

         11.03 DEFINITIONS. For purposes of this Article XI:

         (a)      "Policy" means an ordinary life, term life or universal life
insurance contract issued by an insurer on the life of a Participant.

         (b)      "Issuing insurance company" is any life insurance company
which has issued a policy upon application by the Trustee under the terms of
this Plan.

         (c)      "Contract" or "Contracts" means a policy of insurance. In the
event of any conflict between the provisions of this Plan and the terms of any
contract or policy of insurance issued in accordance with this Article XI, the
provisions of the Plan control.

         (d)      "Insurable Participant" means a Participant to whom an
insurance company, upon an application being submitted in accordance with the
Plan, will issue insurance coverage, either as a standard risk or as a risk in
an extra mortality classification.

         11.04 DIVIDEND PLAN. The dividend plan is premium reduction unless the
Plan Administrator directs the Trustee to the contrary. The Trustee must use all
dividends for a contract to purchase insurance benefits or additional insurance
benefits for the Participant on whose life the insurance company has issued the
contract. Furthermore, the Trustee must arrange, where possible, for all
policies issued on the lives of Participants under the Plan to have the same
premium due date and all ordinary life insurance contracts to contain guaranteed
cash values with as uniform basic options as are possible to obtain. The term
"dividends" includes policy dividends, refunds of premiums and other credits.

         11.5 INSURANCE COMPANY NOT A PARTY TO AGREEMENT. No insurance company,
solely in its capacity as an issuing insurance company, is a party to this Plan
nor is the company responsible for its validity.

         11.6 NO RESPONSIBILITY FOR OTHERS. Except as required by ERISA, an
issuing insurance company has no responsibility or obligation under the Plan to
Participants or Beneficiaries for any act (unless the insurance company also
serves in such capacities) required of the Employer, the Plan Administrator, the
Trustee, the Custodian or any other service provider to the Plan. No insurance
company, solely in its capacity as an issuing insurance company, need examine
the terms of this Plan. For the purpose of making application to an insurance
company and in the exercise of any right or option contained in any policy, the
insurance company may rely upon the signature of the Trustee and is held
harmless and completely discharged in acting at the direction and authorization
of the Trustee. An insurance company is discharged from all liability for any
amount paid to the Trustee or paid in accordance with the direction of the
Trustee, and is not obliged to see to the distribution or further application of
any moneys the insurance company so pays.

         11.7 DUTIES OF INSURANCE COMPANY. Each insurance company must keep such
records, make such identification of contracts, funds and accounts within funds,
and supply such information as may be necessary for the proper administration of
the Plan under which it is carrying insurance benefits.

         Note: The provisions of this Article XI are not applicable, and the
Plan may not invest in insurance contracts, if a Custodian signatory to the
Adoption Agreement is a bank which does not have trust powers from its governing
state banking authority.


                                       45

<PAGE>

                                   ARTICLE XII
                              TOP-HEAVY PROVISIONS

         12.01 DETERMINATION OF TOP-HEAVY STATUS. If this Plan is the only
qualified plan maintained by the Employer, the Plan is top-heavy for a Plan Year
if the top-heavy ratio as of the Determination Date exceeds 60%. The top-heavy
ratio is a fraction, the numerator of which is the sum of the Account Balances
of all Key Employees as of the Determination Date and the denominator of which
is a similar sum determined for all Employees.

         The Plan Administrator must include in the top-heavy ratio, as part of
the Account Balances, any contribution not made as of the Determination Date but
includible under Code ss. 416 and the applicable Treasury regulations, and
distributions made within the Determination Period. The Plan Administrator must
calculate the top-heavy ratio by disregarding the Account Balance (and
distributions, if any, of the Account Balance) of any Non-Key Employee who was
formerly a Key Employee, and by disregarding the Account Balance (including
distributions, if any, of the Account Balance) of an individual who has not
received credit for at least one Hour of Service with the Employer during the
Determination Period. The Plan Administrator must calculate the top-heavy ratio,
including the extent to which it must take into account distributions, rollovers
and transfers, in accordance with Code ss. 416 and the regulations under that
Code section.

         If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan now terminated, this
Plan is top-heavy only if it is part of the Required Aggregation Group, and the
top-heavy ratio for the Required Aggregation Group and for the Permissive
Aggregation Group, if any, each exceeds 60%. The Plan Administrator will
calculate the top-heavy ratio in the same manner as required by the first two
paragraphs of this Section 12.01, taking into account all plans within the
Aggregation Group. To the extent the Plan Administrator must take into account
distributions to a Participant, the Plan Administrator must include
distributions from a terminated plan which would have been part of the Required
Aggregation Group if it were in existence on the Determination Date. The Plan
Administrator will calculate the present value of accrued benefits under defined
benefit plans or the account balances under simplified employee pension plans
included within the group in accordance with the terms of those plans, Code
ss. 416 and the regulations under that Code section.

         If a Participant in a defined benefit plan is a Non-Key Employee, the
Plan Administrator will determine his/her accrued benefit under the accrual
method, if any, which is applicable uniformly to all defined benefit plans
maintained by the Employer or, if there is no uniform method, in accordance with
the slowest accrual rate permitted under the fractional rule accrual method
described in Code ss. 411(b)(l)(C). If the Employer maintains a defined benefit
plan, the Plan Administrator will use the actuarial assumptions (interest and
mortality only) stated in that plan to calculate the present value of benefits
from that defined benefit plan. If an aggregated plan does not have a valuation
date coinciding with the Determination Date, the Plan Administrator must value
the Account Balance in the aggregated plan as of the most recent valuation date
falling within the twelve-month period ending on the Determination Date, except
as Code ss. 416 and applicable Treasury regulations require for the first and
for the second plan year of a defined benefit plan. The Plan Administrator will
calculate the top-heavy ratio with reference to the Determination Dates that
fall within the same calendar year. The top-heavy provisions of the Plan apply
only for Plan Years in which Code ss. 416 requires application of the top-heavy
rules.

         12.02 DEFINITIONS. For purposes of applying the top-heavy provisions of
the Plan:

         (a)      "Compensation" means Compensation as determined under Section
3.18(b) for Code ss. 415 purposes and includes Compensation for the entire Plan
Year.

         (b)      "Determination Date" means for any Plan Year, the Accounting
Date of the preceding Plan Year or, in the case of the first Plan Year of the
Plan, the Accounting Date of that Plan Year.

         (c)      "Determination Period" means the 5-year period ending on the
Determination Date.

         (d)      "Employer" means the Employer that adopts this Plan and any
Related Employer.

         (e)      "Key Employee" means, as of any Determination Date, any
Employee or former Employee (or Beneficiary of such Employee) who, at any time
during the Determination Period: (i) has Compensation in excess of 50% of the
dollar amount prescribed in Code ss. 415(b)(l)(A) (relating to defined benefit
plans) and is an officer of the Employer; (ii) has Compensation in excess of the
dollar amount prescribed in Code ss. 415(c)(l)(A) (relating to defined
contribution plans), owns a more than 1/2% interest in the Employer and is one
of the Employees owning the ten largest interests in the Employer; (iii) is a
more than 5% owner of the Employer; or (iv) is a more than 1% owner of the
Employer and has Compensation of more than $150,000. The constructive ownership
rules of Code ss. 318 (or the principles of that Code section, in the case of an
unincorporated Employer,) will apply to determine ownership in the Employer. The
number of officers taken into account under clause (i) will not exceed the
greater of 3 or 10% of the total number (after application of the Code ss.
414(q) exclusions) of Employees, but no more than 50 officers. The Plan
Administrator will make the determination of who is a Key Employee in accordance
with Code ss. 416(i)(l) and the regulations under that Code section.

         (f)      "Non-Key Employee" means an Employee who does not meet the
definition of Key Employee.

         (g)      "Participant" means any Employee otherwise eligible to
participate in the Plan but who is not entitled to receive any allocation under
the Plan (or would have received a lesser allocation) for the Plan Year because
of his/her Compensation level or because of his/her failure: (i)


                                       46

<PAGE>

to make elective deferrals under a 401(k) arrangement; (ii) to make Employee
contributions; or (iii) to complete 1,000 Hours of Service or any other service
requirement the Employer specifies in its Adoption Agreement as a condition to
receive an allocation except for employment on the last day of the Plan Year.

         (h)      "Permissive Aggregation Group" means the Required Aggregation
Group plus any other qualified plans maintained by the Employer, but only if
such group would satisfy in the aggregate the nondiscrimination requirements of
Code ss. 401(a)(4) and the coverage requirements of Code ss. 410. The Plan
Administrator will determine the Permissive Aggregation Group.

         (i)      "Required Aggregation Group" means: (i) each qualified plan of
the Employer in which at least one Key Employee participates or participated at
any time during the Determination Period (including terminated plans); and (ii)
any other qualified plan of the Employer which enables a plan described in
clause (i) to meet the requirements of Code ss. 401(a)(4) or of Code ss. 410.

         12.03 TOP-HEAVY MINIMUM ALLOCATION. The top-heavy minimum allocation
requirement applies to the Plan only in a Plan Year for which the Plan is
top-heavy. If the Plan is top-heavy in any Plan Year:

         (a)      Each Non-Key Employee who is a Participant (as described in
Section 12.02(g)) and employed by the Employer on the last day of the Plan Year
will receive a top-heavy minimum allocation for that Plan Year.

         (b)      The top-heavy minimum allocation is equal to the lesser of 3%
of the Non-Key Employee's Compensation for the Plan Year or the highest
contribution rate for the Plan Year made on behalf of any Key Employee. However,
if a defined benefit plan maintained by the Employer which benefits a Key
Employee depends on this Plan to satisfy the nondiscrimination rules of Code
ss. 401(a)(4) or the coverage rules of Code ss. 410 (or another plan benefiting
the Key Employee so depends on such defined benefit plan), the top-heavy minimum
allocation is 3% of the Non-Key Employee's Compensation regardless of the
contribution rate for the Key Employees.

         (c)      If, for a Plan Year, there are no allocations of Employer
contributions or of forfeitures for any Key Employee, the Plan does not require
any top-heavy minimum allocation for the Plan Year, unless a top-heavy minimum
allocation applies because of the maintenance by the Employer of more than one
plan.

         12.04 DETERMINING TOP-HEAVY CONTRIBUTION RATES. In determining under
Section 12.03(b) the highest contribution rate for any Key Employee, the Plan
Administrator takes into account all Employer contributions (including deferral
contributions and including matching contributions but not including Employer
contributions to Social Security) and forfeitures allocated to the Participant's
Account for the Plan Year, divided by his/her Compensation for the entire Plan
Year. For purposes of satisfying the Employer's top-heavy minimum allocation
requirement, the Plan Administrator disregards the elective deferrals and
matching contributions allocated to a Non-Key Employee's Account in determining
the Non-Key Employee's contribution rate. However, the Plan Administrator
operationally may include in the contribution rate of a Non-Key Employee any
matching contributions not necessary to satisfy the nondiscrimination
requirements of Code ss. 401(k) or of Code ss. 401(m).

         To determine a Participant's contribution rate, the Plan Administrator
must treat all qualified top-heavy defined contribution plans maintained by the
Employer (or by any Related Employer) as a single plan.

         12.05 PLAN WHICH WILL SATISFY TOP-HEAVY. The Plan will satisfy the
top-heavy minimum allocation requirement in accordance with the following
requirements:

         (a)      If the Employer makes the top-heavy minimum allocation to this
Plan, the Employer will make any necessary additional contribution to this Plan.
The Plan Administrator first will allocate the Employer contributions (and
Participant forfeitures, if any) for the Plan Year in accordance with the
provisions of Adoption Agreement Section 3.04. The Employer then will contribute
an additional amount for the Account of any Participant entitled under Section
12.03 to a top-heavy minimum allocation and whose contribution rate for the Plan
Year, under this Plan and any other plan aggregated under Section 12.02, is less
than the top-heavy minimum allocation. The additional amount is the amount
necessary to increase the Participant's contribution rate to the top-heavy
minimum allocation. The Plan Administrator will allocate the additional
contribution to the Account of the Participant on whose behalf the Employer
makes the contribution.

         (b)      If the Employer makes the top-heavy minimum allocation under
another plan, this Plan does not provide the top-heavy minimum allocation and
the Plan Administrator will allocate the annual Employer contributions (and
Participant forfeitures) under the Plan solely in accordance with the allocation
method selected under Adoption Agreement Section 3.04.

         12.06 TOP-HEAVY VESTING. If the Plan is top-heavy and the Employer in
its Adoption Agreement does not elect immediate vesting, the Employer must elect
a top-heavy (or modified top-heavy) vesting schedule. The specified top-heavy
vesting schedule applies to the Plan's first top-heavy Plan Year and to all
subsequent Plan Years, except as the Employer otherwise elects in its Adoption
Agreement. If the Employer elects in its Adoption Agreement to apply the
specified top-heavy vesting schedule only in Plan Years in which the Plan is
top-heavy, any change in the Plan's vesting schedule resulting from this
election is subject to Section 5.11.


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<PAGE>

                                  ARTICLE XIII
                   EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

         13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the
Employer does not have any beneficial interest in any asset of the Trust Fund
and no part of any asset in the Trust Fund may ever revert to or be repaid to
the Employer, either directly or indirectly; nor, prior to the satisfaction of
all liabilities with respect to the Participants and their Beneficiaries under
the Plan, may any part of the corpus or income of the Trust Fund, or any asset
of the Trust Fund, be (at any time) used for, or diverted to, purposes other
than the exclusive benefit of the Participants or their Beneficiaries and for
defraying reasonable expenses of administering the Plan.

         However, if the Commissioner of Internal Revenue, upon the Employer's
application for initial approval of this Plan, determines the Trust created
under the Plan is not a qualified trust exempt from Federal income tax, then
(and only then) the Trustee, upon written notice from the Employer, will return
the Employer's contributions (and the earnings thereon) to the Employer. The
immediately preceding sentence applies only if the Employer makes the
application for the determination by the time prescribed by law for filing the
Employer's tax return for the taxable year in which the Employer adopted the
Plan, or by such later date as the Internal Revenue Service may prescribe. The
Trustee must make the return of the Employer contribution under this Section
13.01 within one year of a final disposition of the Employer's request for
initial approval of the Plan. The Employer's Plan and Trust will terminate upon
the Trustee's return of the Employer's contributions.

         13.02 AMENDMENT BY EMPLOYER. The Employer, consistent with this Section
13.02 and other applicable Plan provisions, has the right, at any time:

         (a)      To amend the elective provisions of the Adoption Agreement in
         any manner it deems necessary or advisable;

         (b)      To add overriding language in the Adoption Agreement to
         satisfy Code ss.ss.415 or 416 because of the required aggregation of
         multiple plans; and

         (c)      To add model amendments published by the Revenue Service (the
         adoption of which the Revenue Service provides will not cause the Plan
         to be individually designed).

(A) AMENDMENT FORMALITIES. The Employer must make all Plan amendments in writing
by means of substituted Adoption Agreement pages or by restatement of the
Adoption Agreement. The Employer (and Trustee if the Trustee's written consent
to the amendment is required under Section 10.03(G)), must execute a new
Adoption Agreement Execution Page each time the Employer amends the Plan. Each
amendment must specify the date as of which the amendment is either
retroactively or prospectively effective. See Section 7.12 for the effect of
certain amendments adopted by the Employer which will result in the Employer's
Plan losing Prototype Plan status.

(B) IMPERMISSIBLE AMENDMENT/PROTECTED BENEFITS. An amendment may not authorize
or permit any of the Trust Fund (other than the part required to pay taxes and
reasonable administration expenses) to be used for or diverted to purposes other
than for the exclusive benefit of the Participants or their Beneficiaries or
estates. An amendment may not cause or permit any portion of the Trust Fund to
revert to or become a property of the Employer. Furthermore, the Employer may
not make any amendment which affects the rights, duties or responsibilities of
the Trustee or of the Plan Administrator without the written consent of the
affected Trustee or the Plan Administrator.

         An amendment (including the adoption of this Plan as a restatement of
an existing plan) may not decrease a Participant's Account Balance, except to
the extent permitted under Code ss.412(c)(8), and except as provided in Treasury
regulations, may not reduce or eliminate Protected Benefits determined
immediately prior to the adoption date (or, if later, the effective date) of the
amendment. An amendment reduces or eliminates Protected Benefits if the
amendment has the effect of either (1) eliminating or reducing an early
retirement benefit or a retirement-type subsidy (as defined in Treasury
regulations), or (2) except as provided by Treasury regulations, eliminating an
optional form of benefit.

         The Plan Administrator must disregard an amendment to the extent
application of the amendment would fail to satisfy this Section 13.02(B). If the
Plan Administrator must disregard an amendment because the amendment would
violate clause (1) or clause (2), the Plan Administrator must maintain a
schedule of the early retirement option or other optional forms of benefit the
Plan must continue for the affected Participants.

         13.03 AMENDMENT BY PROTOTYPE PLAN SPONSOR. The Prototype Plan Sponsor
(or the mass submitter, as agent of the Prototype Plan Sponsor), without the
Employer's consent, may amend the Plan and Trust, from time to time, in order to
conform the Plan and Trust to any requirement for qualification of the Plan and
Trust under the Internal Revenue Code. The Prototype Plan Sponsor may not amend
the Plan in any manner which would modify any election made by the Employer
under the Plan without the Employer's written consent. Furthermore, the
Prototype Plan Sponsor may not amend the Plan in any manner which would violate
the proscriptions of Section 13.02(B). If the Prototype Plan Sponsor does not
adopt the amendments made by the mass submitter, it will no longer be the
sponsor of an identical or minor modifier Prototype Plan of the mass submitter.


                                       48

<PAGE>

         13.04 PLAN TERMINATION OR SUSPENSION. The Employer subject to Section
13.02(B) and by proper Employer action has the right, at any time, to suspend or
discontinue its contributions under the Plan and thereafter to continue to
maintain the Plan (subject to such suspension or discontinuance) until the
Employer terminates the Plan. The Employer subject to Section 13.02(B) and by
proper Employer action has the right, at any time, to terminate this Plan and
the Trust created and maintained under the Plan. The Plan will terminate upon
the first to occur of the following:

         (a)      The date terminated by proper action of the Employer; or

         (b)      The dissolution or merger of the Employer, unless a successor
         makes provision to continue the Plan, in which event the successor must
         substitute itself as the Employer under this Plan. Any termination of
         the Plan resulting from this Paragraph (b) is not effective until
         compliance with any applicable notice requirements under ERISA.

         13.5 FULL VESTING ON TERMINATION. Upon either full or partial
termination of the Plan, or, if applicable, upon complete discontinuance of
profit sharing plan contributions to the Plan, an affected Participant's right
to his/her Account Balance is 100% Vested, irrespective of the Vested percentage
which otherwise would apply under Article V.

         13.6 POST TERMINATION PROCEDURE AND DISTRIBUTION.

(A) GENERAL PROCEDURE. Upon termination of the Plan, the distribution provisions
of Article VI remain operative, with the following exceptions:

                  (1)      if the Participant's Vested Account Balance does not
                  exceed $5,000 (or exceeds $5,000 but is not "immediately
                  distributable" in accordance with Section 6.01(A)(5)), the
                  Plan Administrator will direct the Trustee to distribute in
                  cash (subject to Section 10.08) the Participant's Vested
                  Account Balance to him/her in lump sum as soon as
                  administratively practicable after the Plan terminates; and

                  (2)      if the present value of the Participant's Vested
                  Account Balance exceeds $5,000 and is immediately
                  distributable, the Participant or the Beneficiary, may elect
                  to have the Trustee commence distribution in cash (subject to
                  Section 10.08) of his/her Vested Account Balance in a lump sum
                  as soon as administratively practicable after the Plan
                  terminates. If a Participant with consent rights under this
                  paragraph (2) does not elect an immediate lump sum
                  distribution with spousal consent if required, to liquidate
                  the Trust, the Plan Administrator will purchase a deferred
                  annuity contract for each Participant which protects the
                  Participant's distribution rights under the Plan.

(B) PROFIT SHARING PLAN. If the Plan is a profit sharing plan, in lieu of
applying Section 13.06(A) and the distribution provisions of Article VI, the
Plan Administrator will direct the Trustee to distribute in cash (subject to
Section 10.08) each Participant's Vested Account Balance, in lump sum, as soon
as administratively practicable after the termination of the Plan, irrespective
of the Participant's Vested Account Balance, the Participant's age and whether
the Participant consents to that distribution. This paragraph does not apply if:
(1) the Plan at termination provides an annuity option which is a Protected
Benefit and which the Employer may not eliminate by Plan amendment; or (2) as of
the period between the Plan termination date and the final distribution of
assets, the Employer maintains any other defined contribution plan (other than
an ESOP). The Employer, in an Addendum to its Adoption Agreement, may elect not
to have this paragraph apply.

(C) DISTRIBUTION RESTRICTIONS UNDER CODE SS.401(K). If the Plan includes a
401(k) arrangement or if the Plan holds transferred assets described in Section
13.07 such that in either case, the distribution restrictions of Sections
14.03(d) and 14.11 apply, a Participant's restricted balances are distributable
on account of Plan termination, as described in this Section 13.06, only if:
(a) the Employer does not maintain a successor plan and the Plan Administrator
distributes the Participant's entire Vested Account Balance in a lump sum; or
(b) the Participant otherwise is entitled under the Plan to a distribution of
his/her Vested Account Balance.

         A successor plan under clause (b) is a defined contribution plan (other
than an ESOP) maintained by the Employer (or by a Related Employer) at the time
of the termination of the Plan or within the period ending twelve months after
the final distribution of assets. However, a plan is not a successor plan if
less than 2% of the Employees eligible to participate in the terminating Plan
are eligible to participate (beginning 12 months prior to and ending 12 months
after the Plan's termination date) in the potential successor plan.

(D) "LOST PARTICIPANTS." If the Plan Administrator is unable to locate any
Participant or Beneficiary whose Account becomes distributable upon Plan
termination, the Plan Administrator will apply Section 9.11 except Section
9.11(B) does not apply.

(E) CONTINUING TRUST PROVISIONS. The Trust will continue until the Trustee in
accordance with the direction of the Plan Administrator has distributed all of
the benefits under the Plan. On each valuation date, the Plan Administrator will
credit any part of a Participant's Account Balance retained in the Trust with
its share of the Trust net income, gains or losses. Upon termination of the
Plan, the amount, if any, in a suspense account under Article III will revert to
the Employer, subject to the conditions of the Treasury regulations permitting
such a reversion. A resolution or an amendment to discontinue all future benefit
accrual but otherwise to continue maintenance of this Plan, is not a termination
for purposes of this Section 13.06.

         13.07 MERGER/DIRECT TRANSFER. The Trustee possesses the specific
authority to enter into merger agreements or direct transfer of assets
agreements with the trustees of other retirement plans described in Code


                                       49

<PAGE>

ss.401 (a), including an elective transfer, and to accept the direct transfer of
plan assets, or to transfer plan assets, as a party to any such agreement.
Except as provided in Section 13.07(A), the Trustee may not consent to, or be a
party to, any merger or consolidation with another plan, or to a transfer of
assets or liabilities to another plan (or from the other plan to this Plan),
unless immediately after the merger, consolidation or transfer, the surviving
plan provides each Participant a benefit equal to or greater than the benefit
each Participant would have received had the transferring plan terminated
immediately before the merger or the consolidation or the transfer. The Trustee
will hold, administer and distribute the transferred assets as a part of the
Trust Fund and the Trustee must maintain a separate Employer contribution
Account for the benefit of the Employee on whose behalf the Trustee accepted the
transfer in order to reflect the value of the transferred assets.

         The Trustee may accept a direct transfer of plan assets on behalf of an
Employee prior to the date the Employee satisfies the Plan's eligibility
conditions. If the Trustee accepts such a direct transfer of plan assets, the
Plan Administrator and the Trustee must treat the Employee as a limited
Participant as described in Section 4.04.

         Sections 13.07(A) and (B) are effective for elective transfers made on
or following September 6, 2000. Under an elective transfer which is made
pursuant to Section 13.07(A) or (B), the Protected Benefits in the transferring
plan are not required to be preserved under Section 13.02(B), except as provided
in Section 13.07(B).

(A) DISTRIBUTABLE EVENT ELECTIVE TRANSFER. The Trustee may consent to, or be a
party to, a merger, consolidation or transfer of assets with another qualified
plan in accordance with this Section 13.07(A).

         A transfer between qualified plans is a distributable event elective
transfer if: (1) the Participant has a right to immediate distribution from the
transferor plan; (2) the transfer is voluntary, under a fully informed election
by the Participant; (3) the Participant has an alternative that retains his/her
Protected Benefits (including an option to leave his/her benefit in the
transferor plan, if that plan is not terminating); (4) the transferor plan
satisfies applicable consent and joint and survivor annuity requirements of the
Code; (5) the amount transferred, together with the amount of any
contemporaneous direct rollover of the Participant's remaining Vested Account
Balance, constitutes the Participant's entire Vested Account Balance; (6) the
Participant has a 100% Vested interest in the transferred benefit in the
transferee plan; and (7) if the transfer is from this Plan to a defined benefit
plan, the transferee plan provides a benefit for the affected Participant equal
to the benefit (expressed as an annuity payable at normal retirement age)
derived solely with respect to the transferred assets.

         An elective transfer under this Section 13.07(A) may occur between
qualified plans of any type. Any direct transfer of assets from a defined
benefit plan to this Plan which does not satisfy the requirements of this
Section 13.07(A) renders the Plan individually-designed. See Section 7.12.

         Commencing January 1, 2002, the Trustee may not undertake an elective
transfer of a Participant's Account under this Section 13.07(A) if the
Participant is eligible to receive an immediate distribution of his/her entire
Vested Account Balance which would consist entirely of an eligible rollover
distribution as described in Section 6.10(D).

(B) TRANSACTION/EMPLOYMENT CHANGE ELECTIVE TRANSFER. The Trustee may consent to,
or be a party to, a merger, consolidation or transfer of assets with another
qualified defined contribution plan in accordance with this Section 13.07(B).

         A transfer is a transaction or employment change transfer irrespective
of whether the Participant has a right to an immediate distribution from the
transferor plan provided: (1) the transfer satisfies requirements (2) and (3) of
Section 13.07(A); (2) the transfer only may occur as between plans described in
applicable Treasury regulations; (3) the transfer must occur in connection with
a merger, asset or stock acquisition, or change in employment resulting in the
participant's loss of right to additional allocations in the transferor plan or
in such other circumstances as described in applicable Treasury regulations; (4)
the transfer must consist of the Participant's entire Vested and non-Vested
Account Balance within the transferor plan; and (5) the transferee plan must
protect the QJSA and QPSA benefits (if any) in the transferor plan.

(C) OTHER TRANSFERS. Any transfer which is not an elective transfer under
Sections 13.07(A) or 13.07(B) and which includes Protected Benefits is subject
to Section 13.02(B). The trustee of the transferee plan in receipt of assets
which are Protected Benefits must preserve the Protected Benefits in accordance
with applicable Treasury regulations. If the transferor plan contains a 401(k)
arrangement with restricted balances as described in Section 14.11, such
balances remain subject in the transferee plan to the distribution restrictions
described in Section 14.03(d). Any transfer under this Section 13.07(C) from a
defined benefit plan to this Plan must be in the form of the transfer of a paid
up individual annuity contract which guarantees the payment of benefits in
accordance with the transferor plan. Notwithstanding any Plan language to the
contrary, if this Plan is a target benefit or money purchase pension plan, and
the Trustee merges or the Employer converts by amendment the Plan into another
type of defined contribution plan, the Employer operationally may elect whether
to vest immediately the Participants' Account Balances.


                                       50

<PAGE>

                                   ARTICLE XIV
            CODE SECTION 401(K) AND CODE SECTION 401(M) ARRANGEMENTS

         14.01 APPLICATION. This Article XIV applies to the Plan only if the
Employer is maintaining its Plan under a Code ss.401(k) Adoption Agreement.

         14.02 401(k) ARRANGEMENT. The Employer under Article III of its
Adoption Agreement will elect the terms of the 401(k) arrangement as described
in Code ss.401(k)(2), if any, under the Plan. If the Plan is a Standardized
Plan, the 401(k) arrangement must be a salary reduction arrangement. If the Plan
is a Nonstandardized Plan, the 401(k) arrangement may be a salary reduction
arrangement or a cash or deferred arrangement, or both.

(A) SALARY REDUCTION ARRANGEMENT. If the Employer in its Adoption Agreement
Section 3.01 elects a salary reduction arrangement, a Participant (or an
Employee in anticipation of becoming a Participant) may file a salary reduction
agreement with the Plan Administrator. The salary reduction agreement may not be
effective earlier than the following date which occurs last: (1) the
Participant's Plan Entry Date (or, in the case of a re-employed Employee,
his/her re-participation date under Article II); (2) the execution date of the
Participant's salary reduction agreement; (3) the date the Employer adopts the
401(k) arrangement by executing the Adoption Agreement; or (4) the effective
date of the 401(k) arrangement, as specified in the Adoption Agreement.

         A salary reduction agreement must specify the dollar amount of
Compensation or percentage of Compensation the Participant wishes to defer. The
salary reduction agreement will apply only to Compensation which becomes
currently available to the Participant after the effective date of the salary
reduction agreement. The Employer will apply a salary reduction election to the
Participant's Compensation as determined under Section 1.07 (and to increases in
such Compensation) unless the Participant elects in his/her salary reduction
agreement to limit the reduction to certain Compensation. The Plan Administrator
in the Plan's salary reduction agreement form, subject to the Plan terms and
applicable Revenue Service guidance, will specify additional rules and
restrictions applicable to a Participant's salary reduction agreement.

(B) CASH OR DEFERRED ARRANGEMENT. If the Employer in its Adoption Agreement
Section 3.02 elects a cash or deferred arrangement, a Participant may elect to
make a cash election against his/her proportionate share of the Employer's cash
or deferred contribution, in accordance with the Employer's Adoption Agreement
elections. A Participant's proportionate share of the Employer's cash or
deferred contribution is the percentage of the total cash or deferred
contribution which bears the same ratio that the Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the Plan
Year. For purposes of determining each Participant's proportionate share of the
cash or deferred contribution, a Participant's Compensation is his/her
Compensation as determined under Section 1.07, excluding any effect the
proportionate share may have on the Participant's Compensation for the Plan
Year. The Plan Administrator will determine the proportionate share prior to the
Employer's actual contribution to the Trust, to provide the Participants the
opportunity to file cash elections. The Employer will pay directly to the
Participant the portion of his/her proportionate share the Participant has
elected to receive in cash.

(C) NEGATIVE ELECTION. The Employer in its Adoption Agreement may elect to apply
prospectively to its Plan the negative election provisions of this Section
14.02(C). Under a negative election, the Employer automatically will reduce the
Compensation of each Participant who is not deferring an amount at least equal
to the negative election amount, by the required election amount, except those
Participants who timely make a contrary election under Section 14.02(C)(1).
Participants deferring an amount equal to or greater than the negative election
amount are not subject to the Plan's negative election provisions. Amounts
deferred under negative election are treated as elective deferrals for all
purposes under the Plan. An Employer in its Adoption Agreement must elect
whether the negative election applies to all Participants as of the effective
date of the negative election or only to Employees whose Plan Entry Date is on
or following the effective date of the negative election.

         (1)      PARTICIPANT'S CONTRARY ELECTION. A Participant may at any time
elect not to defer any Compensation or to defer an amount which is less than the
negative election amount ("contrary election"). A Participant's contrary
election generally is effective as of the first payroll period for the month
which follows the Participant's contrary election. However, a Participant may
make a contrary election which is effective: (1) for the first payroll period in
which he/she becomes a Participant if the Participant makes a contrary election
within a reasonable period following the Participant's Entry Date and before the
Compensation to which the election applies becomes currently available; or (2)
for the first payroll period following the effective date of the Employer's
adoption of the negative election, if the Participant makes contrary election
not later than the effective date of the negative election. A Participant's
contrary election continues in effect until the Participant subsequently changes
his/her Salary Reduction Agreement.

         (2)      NEGATIVE ELECTION NOTICE. If the Employer in its Adoption
Agreement adopts the negative election provision, the Plan Administrator must
provide a notice to each Eligible Employee which explains the effect of the
negative election and a Participant's right to make a contrary election,
including the procedure and timing applicable to the contrary election. The Plan
Administrator must provide the notice to an Eligible Employee a reasonable
period prior to that Employee's commencement of participation in the Plan
subject to the negative election. A Plan Administrator also must notify annually
those Participants then subject to the negative election of the existing
negative election deferral percentage and the Participant's right to make a
contrary election, including the procedure and timing applicable to the contrary
election.

(D) SAFE HARBOR 401(K) PLAN. The Employer in its Adoption Agreement may elect to
apply to its Plan the safe harbor provisions of this Section 14.02(D). Except as
otherwise provided in this Plan, in the Code or in other


                                       51

<PAGE>

applicable guidance, an Employer must elect the safe harbor plan provisions of
this Section 14.02(D) and must satisfy the applicable notice requirements prior
to the beginning of the Plan Year to which the safe harbor provisions apply. In
addition, except as otherwise indicated, the electing Employer must apply the
safe harbor provisions for the entire safe harbor Plan Year, including any short
Plan Year. The provisions of this Section 14.02(D) apply to an electing Employer
notwithstanding any contrary provision of the Plan and all other remaining Plan
terms continue to apply to the Employer's safe harbor plan. An Employer which
elects and operationally satisfies the safe harbor provisions of this Section
14.02(D) is not subject to the nondiscrimination provisions of Section 14.08
(ADP test). An electing Employer which provides additional matching
contributions as described in Section 14.02(D)(3) is subject to the
nondiscrimination provisions of Section 14.09 (ACP test), unless the additional
matching contributions satisfy the ACP test safe harbor described in Section
14.02(D)(3).

         (1)      SAFE HARBOR - COMPENSATION. For purposes of this Section
14.02(D), Compensation is limited as described in Section 1.07(E) and for
purposes of allocating the Employer's safe harbor contribution and safe harbor
matching contribution, the Employer must elect under its Adoption Agreement a
nondiscriminatory definition of Compensation as described in Section 1.07(F). An
Employer in its Adoption Agreement also may elect to limit the amount of
Compensation which is subject to deferral to any reasonable definition which:
(a) permits a Participant to receive the maximum matching contribution, if any,
available under the Plan; or (b) limits deferrals under the Plan to a whole
percentage or dollar amount.

         (2)      SAFE HARBOR CONTRIBUTIONS/ADP TEST SAFE HARBOR. An Employer
which elects under this Section 14.02(D) to apply the safe harbor provisions,
must make a contribution to the Plan which will satisfy the ADP test safe harbor
("safe harbor contribution"). The Employer in its Adoption Agreement must elect
whether the Employer will make its safe harbor contribution in the form of: (a)
a safe harbor nonelective contribution; (b) a basic matching contribution; or
(c) an enhanced matching contribution. A safe harbor nonelective contribution is
a fixed nonelective contribution in an amount the Employer elects in its
Adoption Agreement and must equal at least 3% of each Participant's
Compensation. A basic matching contribution is a fixed matching contribution
equal to 100% of a Participant's elective deferrals which do not exceed 3% of
Compensation, plus 50% of elective deferrals which exceed 3%, but which do not
exceed 5% of Compensation. An enhanced matching contribution is a fixed matching
contribution made in accordance with any formula the Employer elects in its
Adoption Agreement under which, at any rate of elective deferrals, a Participant
receives a matching contribution which is at least equal to the match the
Participant would receive under the basic matching contribution formula and
under which the rate of match does not increase as the rate of deferrals
increases. Under a basic or enhanced safe harbor match, a Highly Compensated
Employee may not receive a greater rate of match than any Nonhighly Compensated
Employee. The Employer in its Adoption Agreement must elect the applicable time
period for computing the Employer's safe harbor basic or enhanced matching
contributions. The Plan Administrator must allocate the Employer's safe harbor
contribution without regard to the Section 3.06 allocation conditions, but the
Plan Administrator will not allocate a safe harbor contribution where the
allocation would exceed a Participant's Code ss.ss.415 or 402(g) limitation or
where the Participant is suspended from making deferrals under Section
14.11(A)(1). The Plan Administrator must allocate the safe harbor contribution
to all Participants unless the Employer in an Addendum to its Adoption Agreement
elects to limit the safe harbor allocation to Nonhighly Compensated Employees. A
Participant's Account Balance attributable to safe harbor contributions at all
times 100% Vested and subject to the distribution restrictions described in
Section 14.03(d). An Employer's safe harbor contribution is not subject to
nondiscrimination testing under Section 14.08 (ADP test) and if the safe harbor
contribution is in the form of a basic matching contribution, it is not subject
to nondiscrimination testing under Section 14.09 (ACP test). The Employer in its
Adoption Agreement must elect whether to satisfy the ACP test safe harbor
Section 14.02(D)(3)(a) amount limitation with respect to the Employer's enhanced
matching contributions or to test, using current year testing, its enhanced
matching contributions under Section 14.09 (ACP test).

         An Employer electing Section 14.02(D) which in its Adoption Agreement
also elects to apply permitted disparity in allocating the Employer's
nonelective contributions, may not include within the permitted disparity
formula allocation, any of the Employer's safe harbor contributions. An Employer
in its Adoption Agreement may elect to make the safe harbor contribution to
another defined contribution plan maintained by the Employer provided: (i) the
Employer maintains its safe harbor 401(k) Plan using a Nonstandardized 401(k)
Adoption Agreement; or (ii) the Employer makes its safe harbor contribution to
another defined contribution plan paired with the Employer's safe harbor 401(k)
Plan.

         (3)      ADDITIONAL MATCHING CONTRIBUTIONS/ACP TEST SAFE HARBOR. An
Employer which satisfies the ADP test safe harbor under Section 14.02(D)(2), in
its Adoption Agreement may elect to make matching contributions to the Plan
which are in addition to the Employer's safe harbor contributions and which the
Employer does not use to satisfy the ADP test safe harbor ("additional matching
contributions"). The Employer in its Adoption Agreement must elect whether to
subject the additional matching contributions to the ACP test safe harbor
requirements of this Section 14.02(D)(3), or for the Plan Administrator to test,
using current year testing, the additional matching contributions for
nondiscrimination under Section 14.09 (ACP test). Under the ACP test safe
harbor: (a) the Employer may not make matching contributions with respect to a
Participant's deferral contributions which exceed 6% of Plan Year Compensation;
(b) the amount of any discretionary matching contribution allocated to any
Participant in Plan Years commencing after 1999 may not exceed 4% of the
Participant's Plan Year Compensation; (c) the rate of matching contributions may
not increase as the rate of deferrals increases; and (d) subject to application
of any Section 3.06 allocation conditions, a Highly Compensated Employee may not
receive a greater rate of match than any Nonhighly Compensated Employee. The
Employer must elect in its Adoption Agreement the vesting schedule, allocation
conditions and distribution provisions


                                       52

<PAGE>

applicable to the Employer's additional matching contributions described in this
Section 14.02(D)(3). If the Employer in its Adoption Agreement has elected to
permit Employee contributions under the Plan: (i) any Employee contributions do
not satisfy the ACP test safe harbor and the Plan Administrator must test the
Employee contributions under Section 14.09 (ACP test) using current year
testing; and (ii) if the Employer in its Adoption Agreement elects to match the
Employee contributions, the Plan Administrator in applying the 6% amount limit
in clause (a) must aggregate a Participant's deferral contribution and Employee
contributions which are subject to the 6% limit.

         (4)      SAFE HARBOR NOTICE. The Plan Administrator annually must
provide a safe harbor notice to each Participant a reasonable period prior to
each Plan Year for which the Employer in its Adoption Agreement has elected to
apply the safe harbor provisions. For this purpose, the Plan Administrator is
deemed to provide timely notice if the Plan Administrator provides the safe
harbor notice at least 30 days and not more than 90 days prior to the beginning
of the safe harbor Plan Year. The safe harbor notice must provide comprehensive
information regarding the Participants' rights and obligations under the Plan
and must be written in a manner calculated to be understood by the average
Participant. If an Employee becomes eligible to participate in the Plan after
the Plan Administrator has provided the annual safe harbor notice, the Plan
Administrator must provide the safe harbor notice no later than the Employee's
Plan Entry Date. A Participant may make or modify a salary reduction agreement
under the Employer's safe harbor 401(k) Plan for 30 days following receipt of
the safe harbor notice, or if greater, for the period the Plan Administrator
specifies in the salary reduction agreement.

         (5)      MID-YEAR CHANGES IN SAFE HARBOR STATUS. The Employer may amend
its 401(k) Plan during any Plan Year to become a safe harbor plan under this
Section 14.02(D) for that Plan Year, provided: (a) the Plan then is using
current year testing; (b) the Employer amends the Plan to add the safe harbor
provisions not later than 30 days prior to the end of the Plan Year and to apply
the safe harbor provisions for the entire Plan Year; (c) the Employer elects to
satisfy the safe harbor contribution requirement using the safe harbor
nonelective contribution; and (d) the Plan Administrator provides a notice to
Participants prior to the beginning of the Plan Year for which the safe harbor
amendment may become effective, that the Employer later may amend the Plan to a
safe harbor plan for that Plan Year using the safe harbor nonelective
contribution and if the Employer so amends the Plan, the Plan Administrator will
provide a supplemental notice to Participants at least 30 days prior to the end
of that Plan Year informing Participants of the amendment. The Plan
Administrator then must timely provide any supplemental notice required under
this Section 14.02(D)(5). Except as otherwise specified, the Participant notices
described in this Section 14.02(D)(5) also must satisfy the requirements
applicable to safe harbor notices under Section 14.02(D)(4).

         The Employer may amend its safe harbor 401(k) Plan during a Plan Year
to reduce or eliminate prospectively, any safe harbor contribution which is a
basic matching or enhanced matching contribution (under Section 14.02(D)(2))
provided: (i) the Plan Administrator provides a notice to the Participants which
explains the effect of the amendment, specifies the amendment's effective date
and informs Participants they will have a reasonable opportunity to modify their
salary reduction agreements, and if applicable, Employee contributions; (ii)
Participants have a reasonable opportunity and period prior to the effective
date of the amendment to modify their salary reduction agreements, and if
applicable, Employee contributions; and (iii) the amendment is not effective
earlier than the later of: (a) 30 days after the Plan Administrator gives notice
of the amendment; or (b) the date the Employer adopts the amendment. An Employer
which amends its safe harbor Plan to eliminate or reduce the safe harbor
matching contribution under this Section 14.02(D)(5), or which terminates the
Plan under Section 13.04 effective during the Plan Year, must continue to apply
all of the safe harbor requirements of this Section 14.02(D) until the amendment
or termination becomes effective and also must apply for the entire Plan Year,
using current year testing, the nondiscrimination test under Section 14.08 (ADP
test), and if applicable, the nondiscrimination test under Section 14.09 (ACP
test).

         An Employer maintaining a profit sharing plan, stock bonus plan or
pre-ERISA money purchase pension plan may during a Plan Year amend prospectively
its Plan to become a safe harbor 401(k) plan provided: (a) the Employer's Plan
is not a successor plan as described in Notice 98-1 or any subsequent applicable
guidance; (b) the 401(k) arrangement is in effect for at least 3 months during
the Plan Year; (c) the Plan Administrator provides the safe harbor notice
described in Section 14.02(D)(4) a reasonable time prior to and not later than
the effective date of the amendment; and (d) the Plan satisfies commencing on
the effective date of the amendment, all of the safe harbor requirements of this
Section 14.02(D).

(E) SIMPLE 401(K) PLAN. The Employer in its Standardized Code ss.401(k) Adoption
Agreement may elect to apply prospectively to its Plan the SIMPLE 401(k)
provisions of this Section 14.02(E) if: (1) the Plan Year is the calendar year;
(2) the Employer (including Related Employers under Section 1.26) has no more
than 100 Employees who received Compensation of at least $5,000 in the
immediately preceding calendar year; and (3) the Employer does not maintain any
other plan as described in Code ss.219(g)(5), with respect to which
contributions were made or benefits were accrued for Service by an eligible
Employee in the Plan Year to which the SIMPLE 401(k) provisions apply. If an
electing Employer fails for any subsequent calendar year to satisfy all of the
foregoing requirements, including where the Employer is involved in an
acquisition, disposition or similar transaction under which the Employer
satisfies Code ss.410(b)(6)(C)(l), the Employer remains eligible to maintain the
SIMPLE 401(k) Plan for two additional calendar years following the last year in
which the Employer satisfied the requirements. The provisions of this Section
14.02(E) apply to an electing Employer notwithstanding any contrary provision in
the Plan.

         (1)      SIMPLE - COMPENSATION. For purposes of this Section 14.02(E),
Compensation is limited as described in Section 1.07(E) and: (a) in the case of
an Employee, means W-2 wages but increased by the Employee's elective


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<PAGE>

deferrals under a 401(k) arrangement, SIMPLE IRA, SARSEP or 403 (b) annuity; and
(b) in the case of a Self Employed Individual, means Earned Income determined
without regard to contributions made to this Plan.

         (2)      PARTICIPANT DEFERRAL CONTRIBUTIONS. Each eligible Employee may
enter into a salary reduction agreement to make deferral contributions into the
SIMPLE 401(k) Plan in an amount not exceeding $6,000 per calendar year, or such
other amount as in effect under Code ss.408(p)(2)(E). A Participant may elect to
make deferral contributions or modify a salary reduction agreement at any time
in accordance with the Plan Administrator's SIMPLE 401(k) salary reduction
agreement form, but must be provided at least 60 days prior to the beginning of
each SIMPLE Plan Year or commencement of participation for this purpose. A
Participant also may at any time terminate prospectively, his/her salary
reduction agreement applicable to the Employer's SIMPLE 401(k) Plan.

         (3)      EMPLOYER SIMPLE 401(K) CONTRIBUTIONS. An Employer which elects
under this Section 14.02(E) to apply the SIMPLE 401(k) provisions, annually must
make a SIMPLE 401(k) contribution to the Plan as described in this Section
14.02(E)(3). The Employer operationally must elect whether the Employer will
contribute: (1) a matching contribution equal to each Participant's deferral
contributions but not exceeding 3% of Plan Year Compensation or such lower
percentage as the Employer may elect under Code ss.408(p)(2)(C)(ii)(II); or (2)
a nonelective contribution equal to 2% of Plan Year Compensation for each
Participant whose Compensation is at least $5,000. The Employer in its Adoption
Agreement may not elect to apply any Section 3.06 allocation conditions to the
Plan Administrator's allocation of Employer SIMPLE contributions.

         (4)      SIMPLE 401(K) NOTICE. The Plan Administrator must provide
notice to each Participant a reasonable period of time before the 60th day prior
to the beginning of each SIMPLE 401(k) Plan Year, describing the Participant's
deferral election rights and the Employer's matching or nonelective
contributions which the Employer will make for the Plan Year described in the
notice.

         (5)      APPLICATION OF REMAINING PLAN PROVISIONS. All contributions to
the SIMPLE 401(k) Plan are Annual Additions subject to the limitations set forth
in Article III. No contributions other than those described in this Section
14.02(E) or rollover contributions described in Section 4.04 may be made to the
SIMPLE 401(k) Plan. All contributions to the SIMPLE 401(k) Plan are 100% Vested
at all times and in the event of a conversion of a non SIMPLE Plan into a SIMPLE
401(k) Plan, all Account Balances in existence on the first day of the Plan Year
to which the SIMPLE 401(k) provisions apply, become 100% Vested. A SIMPLE 401(k)
Plan is not subject to nondiscrimination testing under Section 14.08 (ADP test)
or Section 14.09 (ACP test) of the Plan and is not subject to the top heavy
provisions of Article XII. Except as otherwise described in this Section
14.03(E), if an Employer has elected in its Adoption Agreement to apply the
SIMPLE 401(k) provisions of this Section 14.03(E), the Plan Administrator will
apply the remaining Plan provisions to Employer's Plan.

(F) ELECTION NOT TO PARTICIPATE. A Participant's or Employee's election not to
participate, pursuant to Section 2.06, includes his/her right to enter into a
salary reduction agreement or to share in the allocation of a cash or deferred
contribution.

         14.03 DEFINITIONS. For purposes of this Article XIV:

         (a) "Compensation" means, except as otherwise provided in this Article
         XIV, Compensation as defined for nondiscrimination purposes in Section
         1.07(F).

         (b) "Current year testing" means for purposes of the ADP test described
         in Section 14.08 and the ACP test described in Section 14.09, the use
         of data from the testing year in determining the ADP or ADP for the
         Nonhighly Compensated Group.

         (c) "Deferral contributions" are salary reduction contributions and
         cash or deferred contributions the Employer contributes to the Trust on
         behalf of an eligible Employee, irrespective of whether, in the case of
         cash or deferred contributions, the contribution is at the election of
         the Employee. For salary reduction contributions, the terms "deferral
         contributions" and "elective deferrals" have the same meaning.

         (d) "Distribution restrictions" means the Employee may not receive a
         distribution of the restricted balances described in Section 14.11 (nor
         earnings on those contributions) except in the event of: (1) the
         Participant's death, Disability, Separation from Service (which for
         purposes of this Section 14.03(d), means as the Plan Administrator
         determines under applicable Revenue Service guidance, including the
         "same desk" rule and Revenue Ruling 2000-27 with respect to certain
         asset sale transactions) or attainment of age 59 1/2, (2) financial
         hardship satisfying Section 14.11(A), (3) Plan termination, without
         establishment of a successor defined contribution plan (other than an
         ESOP), (4) a sale by a corporate Employer of substantially all of the
         assets (within the meaning of Code ss.409(d)(2)) used in a trade or
         business of the Employer, to another corporation, but only to an
         Employee who continues employment with the corporation acquiring those
         assets, or (5) a sale by a corporate Employer of its interest in a
         subsidiary (within the meaning of Code ss.409(d)(3)), but only to an
         Employee who continues employment with the subsidiary. A distribution
         described in clauses (3), (4) or (5) must be a lump sum distribution,
         and otherwise must satisfy Code ss.401(k)(10).

         (e) "Elective deferrals" are all salary reduction contributions and
         that portion of any cash or deferred contribution which the Employer
         contributes to the Plan at the election of an eligible Employee. Any
         portion of a cash or deferred contribution contributed to the Trust
         because of the Employee's failure to make a cash election is an
         elective deferral. However, any portion of a cash or deferred
         contribution over which the Employee does not have a cash election is
         not an elective deferral. Elective deferrals do not include amounts
         which have become currently available to the Employee prior to the
         election nor amounts designated


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<PAGE>

         as an Employee contribution at the time of deferral or contribution.
         Elective deferrals are 100% vested at all times.

         (f) "Eligible Employee" means, for purposes of the ADP test described
         in Section 14.08, an Employee who is eligible to enter into a salary
         reduction agreement for all or any portion of the Plan Year,
         irrespective of whether he/she actually enters into such an agreement,
         and a Participant who is eligible for an allocation of the Employer's
         cash or deferred contribution for the Plan Year. For purposes of the
         ACP test described in Section 14.09, an eligible Employee is a
         Participant who is eligible to receive an allocation of matching
         contributions (or would be eligible if he/she made the type of
         contributions necessary to receive an allocation of matching
         contributions) and a Participant who is eligible to make Employee
         contributions, irrespective of whether he/she actually makes Employee
         contributions. An Employee continues to be an eligible Employee during
         a period the Plan suspends the Employee's right to make elective
         deferrals or Employee contributions following a hardship distribution.

         (g) "Employee contributions" are nondeductible contributions made by a
         Participant and designated, at the time of contribution, as an Employee
         contribution. Elective deferrals and deferral contributions are not
         Employee contributions. Employee contributions are subject to Article
         IV.

         (h) "Highly Compensated Employee" means an eligible Employee who
         satisfies the definition in Section 1.14 of the Plan.

         (i) "Highly Compensated Group" means the group of eligible Employees
         who are Highly Compensated Employees for the Plan Year.

         (j) "Matching contributions" are contributions made by the Employer on
         account of elective deferrals under a 401(k) arrangement or on account
         of Employee contributions. Matching contributions also include
         Participant forfeitures allocated on account of such elective deferrals
         or Employee contributions.

         (k) "Nonelective contributions" are contributions made by the Employer
         which are not subject to a deferral election by an Employee and which
         are not matching contributions.

         (1) "Nonhighly Compensated Employee" means an eligible Employee who is
         not a Highly Compensated Employee.

         (m) "Nonhighly Compensated Group" means the group of eligible Employees
         who are Nonhighly Compensated Employees for the Plan Year.

         (n) "Prior year testing" means for purposes of the ADP test described
         in Section 14.08 and the ACP test described in Section 14.09, the use
         of data from the Plan Year immediately prior to the testing year in
         determining the ADP or ACP for the Nonhighly Compensated Group.

         (o) "Qualified matching contributions" are matching contributions which
         are 100% Vested at all times and which are subject to the distribution
         restrictions described in Section 14.03(d). Matching contributions are
         not 100% Vested at all times if the Employee has a 100% Vested interest
         because of his/her Years of Service taken into account under a vesting
         schedule. Any matching contributions allocated to a Participant's
         qualified matching contributions Account under the Plan automatically
         satisfy and are subject to the definition of qualified matching
         contributions.

         (p) "Qualified nonelective contributions" are nonelective contributions
         which are 100% Vested at all times and which are subject to the
         distribution restrictions described in Section 14.03(d). Nonelective
         contributions are not 100% Vested at all times if the Employee has a
         100% Vested interest because of his/her Years of Service taken into
         account under a vesting schedule. Any nonelective contributions
         allocated to a Participant's qualified nonelective contributions
         Account under the Plan automatically satisfy and are subject to the
         definition of qualified nonelective contributions.

         (q) "Regular matching contributions" are matching contributions which
         are not qualified matching contributions.

         (r) "Safe harbor contributions" are Employer nonelective or matching
         contributions which the Plan Administrator applies to satisfy the ADP
         test safe harbor under Code ss.401(k)(12)(B) or (C) and which are 100%
         Vested at all times and subject to the distribution restrictions
         described in Section 14.03(d). Safe harbor contributions are not 100%
         Vested at all times if the Employee has a 100% Vested interest because
         of his/her Years of Service taken into account under a vesting
         schedule. Any nonelective contributions allocated to a Participant's
         safe harbor contributions Account, automatically satisfy and are
         subject to the definition of safe harbor contributions.

         (s) "Salary reduction agreement" is a written election by a Participant
         to make salary reduction contributions as described in Section
         14.02(A).

         (t) "Salary reduction contributions" mean Employer contributions
         elected by a Participant to be made from the Participant's Compensation
         pursuant to a salary reduction agreement and which the Plan
         Administrator must allocate to the electing Participant's Account.

         (u) "Testing year" means for purposes of the ADP test described in
         Section 14.08 and the ACP test described in Section 14.09, the Plan
         Year for which the ADP or ACP test is being performed.

         14.04 MATCHING CONTRIBUTIONS/ EMPLOYEE CONTRIBUTIONS. The Employer in
Adoption Agreement Section 3.01 may elect to provide matching contributions. The
Employer in Adoption Agreement Section 4.02 also may elect to permit a
Participant to make Employee contributions.


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<PAGE>

         14.05 DEFERRAL DEPOSIT TIMING/EMPLOYER CONTRIBUTION STATUS. The
Employer must make salary reduction contributions to the Trust after withholding
the corresponding Compensation from the Participant at the earliest date on
which the contributions can reasonably be segregated from the Employer's general
assets. Furthermore, the Employer must make to the Trust salary reduction
contributions, cash or deferred contributions, matching contributions (including
qualified matching contributions), qualified nonelective contributions, safe
harbor contributions and SIMPLE contributions no later than the time prescribed
by the Code or ERISA. Salary reduction contributions and cash or deferred
contributions are Employer contributions for all purposes under this Plan,
except to the extent the Code prohibits the use of these contributions to
satisfy the qualification requirements of the Code.

         14.06 SPECIAL ACCOUNTING AND ALLOCATION PROVISIONS. To make allocations
under the Plan, the Plan Administrator must establish for each Participant,
consistent with the Employer's elections under its Adoption Agreement, a
deferral contributions Account, a nonelective contributions Account, a qualified
matching contributions Account, a regular matching contributions Account, a
qualified nonelective contributions Account, a safe harbor contributions Account
and a SIMPLE contributions account.

(A) DEFERRAL CONTRIBUTIONS. The Plan Administrator will allocate to each
Participant's deferral contributions Account the amount of deferral
contributions the Employer makes to the Trust on behalf of the Participant. The
Plan Administrator will make this allocation as of the last day of each Plan
Year or more frequently as it may determine to be appropriate and consistent
with the Plan terms, including those providing for allocation of net income,
gain or loss.

(B) MATCHING CONTRIBUTIONS. The Plan Administrator will allocate the Employer's
matching contributions as of the last day of each Plan Year or more frequently
as the Plan Administrator may determine to be appropriate and consistent with
the Plan terms, including those providing for allocation of net income, gain or
loss. The Plan Administrator may not allocate any fixed or discretionary
matching contributions with respect to deferral contributions that are excess
deferrals under Section 14.07. For this purpose: (a) excess deferrals relate
first to deferral contributions for the Plan Year not otherwise eligible for a
matching contribution; and (b) if the Plan Year is not a calendar year, the
excess deferrals for a Plan Year are the last elective deferrals made for a
calendar year. The Plan Administrator may not allocate a matching contribution
to a Participant's Account to the extent the matching contribution exceeds the
Participant's Annual Additions limitation in Part 2 of Article III. The
provisions of Section 3.05 govern the treatment of any matching contribution the
Plan Administrator allocates contrary to this Section 14.06(B), and the Plan
Administrator will compute a Participant's ACP under Section 14.09 by
disregarding the forfeiture.

         (1) FIXED MATCH. To the extent the Employer makes matching
         contributions under a fixed matching contribution formula set forth in
         the Employer's Adoption Agreement, the Plan Administrator will allocate
         the matching contribution to the Account of the Participant on whose
         behalf the Employer makes that contribution. A fixed matching
         contribution formula is a formula under which the Employer contributes
         a specified percentage or dollar amount on behalf of a Participant
         based on that Participant's deferral contributions or Employee
         contributions eligible for a match. The Employer may contribute on a
         Participant's behalf under a specific matching contribution formula
         only if the Participant satisfies the allocation conditions for
         matching contributions, if any, the Employer elects in Adoption
         Agreement Section 3.06. The Employer in its Adoption Agreement may
         elect whether the Plan Administrator will allocate a fixed matching
         contribution as a qualified matching contribution or as a regular
         matching contribution.

         (2) DISCRETIONARY MATCH. To the extent the Employer makes matching
         contributions under a discretionary formula, the Plan Administrator
         will allocate the discretionary matching contributions to the Account
         of each Participant who satisfies the allocation conditions, if any,
         for matching contributions the Employer elects in Adoption Agreement
         Section 3.06. The allocation of discretionary matching contributions to
         a Participant's Account is in the same proportion that each
         Participant's deferral contributions bear to the total deferral
         contributions of all Participants. If the discretionary formula is a
         tiered formula, the Plan Administrator will make this allocation
         separately with respect to each tier of deferral contributions,
         allocating in such manner the amount of the matching contributions made
         with respect to that tier. The Employer operationally may direct the
         Plan Administrator to allocate any discretionary match as a regular
         matching contribution or as a qualified matching contribution.

         (3) MATCH ON DEFERRALS AND EMPLOYEE CONTRIBUTIONS. If the matching
         contribution formula applies both to deferral contributions and to
         Employee contributions, the matching contributions apply first to
         deferral contributions.

(C) QUALIFIED NONELECTIVE CONTRIBUTIONS. If the Employer operationally
designates a nonelective contribution to be a qualified nonelective contribution
for the Plan Year, the Plan Administrator will allocate that qualified
nonelective contribution to the qualified nonelective contributions Account of
each Participant eligible for an allocation of that designated contribution, as
the Employer elects in Adoption Agreement Section 3.04.

(D) NONELECTIVE CONTRIBUTIONS. If the Employer makes a nonelective contribution
for the Plan Year which the Employer does not designate as a qualified
nonelective contribution, the Plan Administrator will allocate the nonelective
contribution in accordance with Adoption Agreement Section 3.04. For purposes of
the nondiscrimination tests described in Sections 14.08 (ADP test), 14.09 (ACP
test) and 14.10 (multiple use limitation), the Plan Administrator may treat
nonelective contributions allocated under this Section 14.06(D) as qualified
nonelective contributions, if the contributions otherwise


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<PAGE>

satisfy the definition of qualified nonelective contributions. The Employer, to
facilitate the Plan Administrator's correction of test failures under Sections
14.08, 14.09 and 14.10, also may make qualified nonelective contributions to the
Plan irrespective of whether the Employer in its Adoption Agreement has elected
to provide nonelective contributions.

(E) SAFE HARBOR CONTRIBUTIONS. If the Employer elects under Section 14.02(D) to
apply the safe harbor provisions to the Plan, the Employer will allocate the
safe harbor contributions to the safe harbor contributions Account of each
Participant unless the Employer in an Addendum to its Adoption Agreement elects
to limit safe harbor allocations to Nonhighly Compensated Employees.

(F) SIMPLE 401(K) PLAN CONTRIBUTIONS. If the Employer elects under Section
14.02(E) to apply the SIMPLE 401(k) provisions to the Plan, the Employer will
allocate the SIMPLE contributions to the SIMPLE contributions Account of
Participants eligible to receive an allocation of the Employer's SIMPLE
contribution (including Participants who make deferral contributions), as
specified in Section 14.02(E).

         14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) ANNUAL ELECTIVE DEFERRAL LIMITATION. An Employee's elective deferrals
for a calendar year may not exceed the Code ss.402(g) limitation ("402(g)
limitation"). The 402(g) limitation is the greater of $7,000 or the adjusted
amount determined by the Secretary of the Treasury. If, pursuant to a salary
reduction agreement or pursuant to a cash or deferral election, the Employer
determines the Employee's elective deferrals to the Plan for a calendar year
would exceed the 402(g) limitation, the Employer will suspend the Employee's
salary reduction agreement, if any, until the following January 1 and pay in
cash the portion of a deferral election which would result in the Employee's
elective deferrals for the calendar year exceeding the 402(g) limitation. If the
Plan Administrator determines an Employee's elective deferrals already
contributed to the Plan for a calendar year exceed the 402(g) limitation, the
Plan Administrator will distribute the amount in excess of the 402(g) limitation
(the "excess deferral"), as adjusted for allocable income under Section
14.07(C), no later than April 15 of the following calendar year. If the Plan
Administrator distributes the excess deferral by the appropriate April 15, the
excess deferral is not an Annual Addition under Article III, and the Plan
Administrator may make the distribution irrespective of any other provision
under this Plan or under the Code. The Plan Administrator will reduce the amount
of excess deferrals for a calendar year distributable to the Employee by the
amount of excess contributions (as determined in Section 14.08), if any,
previously distributed to the Employee for the Plan Year beginning in that
calendar year. Elective deferrals distributed to an Employee as excess Annual
Additions in accordance with Article III are not taken into account under the
Employee's 402(g) limitation.

(B) MORE THAN ONE PLAN. If an Employee participates in another plan subject to
the 402(g) limitation under which he/she makes elective deferrals pursuant to a
401(k) arrangement, elective deferrals under a SARSEP, elective contributions
under a SIMPLE IRA or salary reduction contributions to a tax-sheltered annuity
(irrespective of whether the Employer maintains the other plan), the Employee
may provide to the Plan Administrator a written claim for excess deferrals made
to the Plan for a calendar year. The Employee must submit the claim no later
than the March 1 following the close of the particular calendar year and the
claim must specify the amount of the Employee's elective deferrals under this
Plan which are excess deferrals. If the Plan Administrator receives a timely
claim, it will distribute the excess deferral (as adjusted for allocable income)
the Employee has assigned to this Plan, in accordance with the distribution
procedure described in Section 14.07(A).

(C) ALLOCABLE INCOME. For purposes of making a distribution of excess deferrals
pursuant to this Section 14.07, allocable income means net income or net loss
allocable to the excess deferrals for the calendar year (but not beyond the
calendar year) in which the Employee made the excess deferral, determined in a
manner which is uniform, nondiscriminatory and reasonably reflective of the
manner used by the Plan Administrator to allocate income to Participants'
Accounts.

         14.08 ACTUAL DEFERRAL PERCENTAGE (ADP) TEST. For each Plan Year, the
Plan Administrator must determine whether the Plan's 401(k) arrangement
satisfies either of the following ADP tests:

         (i)      The ADP for the Highly Compensated Group does not exceed 1.25
         times the ADP of the Nonhighly Compensated Group; or

         (ii)     The ADP for the Highly Compensated Group does not exceed the
         ADP for the Nonhighly Compensated Group by more than two percentage
         points (or the lesser percentage permitted by the multiple use
         limitation in Section 14.10) and the ADP for the Highly Compensated
         Group is not more than twice the ADP for the Nonhighly Compensated
         Group.

(A) CALCULATION OF ADP. The ADP for a group is the average of the separate
deferral percentages calculated for each eligible Employee who is a member of
that group. An eligible Employee's deferral percentage for a Plan Year is the
ratio of the eligible Employee's deferral contributions for the Plan Year to the
Employee's Compensation for the Plan Year. In determining the ADP, the Plan
Administrator must include any Highly Compensated Employee's excess deferrals,
as described in Section 14.07(A), to this Plan or to any other Plan of the
Employer and the Plan Administrator will disregard any Nonhighly Compensated
Employee's excess deferrals. The Plan Administrator operationally may include in
the ADP test, qualified nonelective contributions and qualified matching
contributions the Plan Administrator does not use in the ACP test. The Plan
Administrator, under prior year testing, may include qualified nonelective
contributions or qualified matching contributions in determining the Nonhighly
Compensated Employee ADP only if the Employer makes such contribution to the
Plan by the end of the testing year and the Plan Administrator allocates the
contribution to the prior Plan Year. In determining whether the Plan's 401(k)


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<PAGE>

arrangement satisfies either ADP test, the Plan Administrator will use prior
year testing, unless the Employer in Adoption Agreement Appendices A or B elects
to use current year testing. An Employer may not change from current year
testing to prior year testing except as provided in the Code or in other
applicable guidance. For the first Plan Year the Employer permits elective
deferrals and the Plan is not a successor plan (as provided in the Code or in
other applicable guidance), under prior year testing, the prior year ADP for the
Nonhighly Compensated Group is 3% unless the Employer in an Addendum to its
Adoption Agreement elects to use the actual first year ADP for the Nonhighly
Compensated Group.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine the
deferral percentage of any Highly Compensated Employee, the Plan Administrator
must take into account any elective deferrals made by the Highly Compensated
Employee under any other 401(k) arrangement maintained by the Employer, unless
the elective deferrals are to an ESOP. If the plans containing the 401(k)
arrangements have different plan years, the Plan Administrator will determine
the combined deferral contributions on the basis of the plan years ending in the
same calendar year.

(C) AGGREGATION OF CERTAIN 401(K) ARRANGEMENTS. If the Employer treats two or
more plans as a single plan for coverage or nondiscrimination purposes, the
Employer must combine the 401(k) arrangements under such plans to determine
whether the plans satisfy the ADP test. This aggregation rule applies to the ADP
determination for all eligible Employees, irrespective of whether an eligible
Employee is a Highly Compensated Employee or a Nonhighly Compensated Employee.
An Employer may aggregate 401(k) arrangements under this Section 14.08(C) only
if the plans have the same plan years and use the same testing method. An
Employer may not aggregate an ESOP (or the ESOP portion of a plan) with a
non-ESOP plan (or non-ESOP portion of a plan). If the Employer aggregating
401(k) arrangements under this Section 14.08(C) is using prior year testing, the
Plan Administrator must adjust the Nonhighly Compensated Group ADP for the prior
year as provided in the Code or in other applicable guidance.

(D) CHARACTERIZATION OF EXCESS CONTRIBUTIONS. If, pursuant to this Section
14.08, the Plan Administrator has elected to include qualified matching
contributions in the ADP test, the excess contributions are attributable
proportionately to deferral contributions and to qualified matching
contributions allocated on the basis of those deferral contributions. The Plan
Administrator will reduce the amount of excess contributions for a Plan Year
distributable to a Highly Compensated Employee by the amount of excess deferrals
(as determined in Section 14.07), if any, previously distributed to that
Employee for the Employee's taxable year ending in that Plan Year.

(E) DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the Plan Administrator determines
the Plan fails to satisfy the ADP test for a Plan Year, the Trustee, as directed
by the Plan Administrator, must distribute the excess contributions, as adjusted
for allocable income under Section 14.08(F), during the next Plan Year. However,
the Employer may incur an excise tax with respect to the amount of excess
contributions for a Plan Year not distributed to the appropriate Highly
Compensated Employees during the first 2 1/2 months of that next Plan Year. The
excess contributions are the amount of deferral contributions made by the Highly
Compensated Employees which causes the Plan to fail the ADP test. The Plan
Administrator will determine the total amount of the excess contributions to the
Plan by starting with the Highly Compensated Employee(s) who has the greatest
deferral percentage, reducing his/her deferral percentage (but not below the
next highest deferral percentage), then, if necessary, reducing the deferral
percentage of the Highly Compensated Employee(s) at the next highest deferral
percentage level, including the deferral percentage of the Highly Compensated
Employee(s) whose deferral percentage the Plan Administrator already has reduced
(but not below the next highest deferral percentage), and continuing in this
manner until the ADP for the Highly Compensated Group satisfies the ADP test.

         After the Plan Administrator has determined the total excess
contribution amount, the Trustee, as directed by the Plan Administrator, then
will distribute to each Highly Compensated Employee his/her respective share of
the excess contributions. The Plan Administrator will determine each Highly
Compensated Employee's share of excess contributions by starting with the Highly
Compensated Employee(s) who has the highest dollar amount of elective deferrals,
reducing his/her elective deferrals (but not below the next highest dollar
amount of elective deferrals), then, if necessary, reducing the elective
deferrals of the Highly Compensated Employee(s) at the next highest dollar
amount of elective deferrals including the elective deferrals of the Highly
Compensated Employee(s) whose elective deferrals the Plan Administrator already
has reduced (but not below the next highest dollar amount of elective
deferrals), and continuing in this manner until the Trustee has distributed all
excess contributions.

(F) ALLOCABLE INCOME. To determine the amount of the corrective distribution
required under this Section 14.08, the Plan Administrator must calculate the
allocable income for the Plan Year (but not beyond the Plan Year) in which the
excess contributions arose. "Allocable income" means net income or net loss. To
calculate allocable income for the Plan Year, the Plan Administrator will use a
uniform and nondiscriminatory method which reasonably reflects the manner used
by the Plan Administrator to allocate income to Participants' Accounts.

         14.09 ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST. For each Plan Year,
the Plan Administrator must determine whether the annual Employer matching
contributions (other than qualified matching contributions used in the ADP test
under Section 14.08), if any, and the Employee contributions, if any, satisfy
either of the following ACP tests:

         (i)      The ACP for the Highly Compensated Group does not exceed 1.25
         times the ACP of the Nonhighly Compensated Group; or

         (ii)     The ACP for the Highly Compensated Group does not exceed the
         ACP for the Nonhighly Compensated Group by more than two percentage


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points (or the lesser percentage permitted by the multiple use limitation in
Section 14.10) and the ACP for the Highly Compensated Group is not more than
twice the ACP for the Nonhighly Compensated Group.

(A) CALCULATION OF ACP. The ACP for a group is the average of the separate
contribution percentages calculated for each eligible Employee who is a member
of that group. An eligible Employee's contribution percentage for a Plan Year is
the ratio of the eligible Employee's aggregate contributions for the Plan Year
to the Employee's Compensation for the Plan Year. "Aggregate contributions" are
Employer matching contributions (other than qualified matching contributions
used in the ADP test under Section 14.08) and Employee contributions (as defined
in Section 14.03). The Plan Administrator operationally may include in the ACP
test, qualified nonelective contributions and elective deferrals not used in the
ADP test. The Plan Administrator, under prior year testing, may include
qualified nonelective contributions or qualified matching contributions in
determining the Nonhighly Compensated Employee ACP only if the Employer makes
such contribution to the Plan by the end of the testing year and the Plan
Administrator allocates the contribution to the prior Plan Year. In determining
whether the Plan satisfies either ACP test, the Plan Administrator will use
prior year testing, unless the Employer in Appendix A to its Adoption Agreement
elects to use the current year testing. An Employer may not change from current
year testing to prior year testing except as provided in the Code or in other
applicable guidance. For the first Plan Year the Plan permits matching
contributions or Employee contributions and the Plan is not a successor plan (as
defined in the Code or in other applicable guidance), under prior year testing,
the prior year ACP for the Nonhighly Compensated Group is 3% unless the Employer
in an Addendum to its Adoption Agreement elects to use the actual first year ACP
for the Nonhighly Compensated Group.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine the
contribution percentage of any Highly Compensated Employee, the aggregate
contributions taken into account must include any matching contributions (other
than qualified matching contributions used in the ADP test) and any Employee
contributions made on his/her behalf to any other plan maintained by the
Employer, unless the other plan is an ESOP. If the plans have different plan
years, the Plan Administrator will determine the combined aggregate
contributions on the basis of the plan years ending in the same calendar year.

(C) AGGREGATION OF CERTAIN 401(M) ARRANGEMENTS. If the Employer treats two or
more plans as a single for coverage or nondiscrimination purposes, the Employer
must combine the 401(m) arrangements under such plans to determine whether the
plans satisfy the ACP test. This aggregation rule applies to the ACP
determination for all eligible Employees, irrespective of whether an eligible
Employee is a Highly Compensated Employee or a Nonhighly Compensated Employee.
An Employer may aggregate 401(m) arrangements under this Section 14.09(C) if
where the plans have the same plan year and use the same testing method. An
Employer may not aggregate an ESOP (or the ESOP portion of a plan) with a
non-ESOP plan (or non-ESOP portion of a plan). If the Employer aggregating
401(m) arrangements under this Section 14.09(C) is using prior year testing, the
Plan Administrator must adjust the Nonhighly Compensated Group ACP for the prior
year as provided in the Code or in other applicable guidance.

(D) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The Plan Administrator will
determine excess aggregate contributions after determining excess deferrals
under Section 14.07 and excess contributions under Section 14.08. If the Plan
Administrator determines the Plan fails to satisfy the ACP test for a Plan Year,
the Trustee, as directed by the Plan Administrator, must distribute the Vested
excess aggregate contributions, as adjusted for allocable income, during the
next Plan Year. However, the Employer may incur an excise tax with respect to
the amount of excess aggregate contributions for a Plan Year not distributed to
the appropriate Highly Compensated Employees during the first 2 1/2 months of
that next Plan Year. The excess aggregate contributions are the amount of
aggregate contributions allocated on behalf of the Highly Compensated Employees
which causes the Plan to fail the ACP test. The Plan Administrator will
determine the total amount of the excess aggregate contributions by starting
with the Highly Compensated Employee(s) who has the greatest contribution
percentage, reducing his/her contribution percentage (but not below the next
highest contribution percentage), then, if necessary, reducing the contribution
percentage of the Highly Compensated Employee(s) at the next highest
contribution percentage level, including the contribution percentage of the
Highly Compensated Employee(s) whose contribution percentage the Plan
Administrator already has reduced (but not below the next highest contribution
percentage), and continuing in this manner until the ACP for the Highly
Compensated Group satisfies the ACP test.

         After the Plan Administrator has determined the total excess aggregate
contribution amount, the Trustee, as directed by the Plan Administrator, then
will distribute (to the extent Vested) to each Highly Compensated Employee
his/her respective share of the excess aggregate contributions. The Plan
Administrator will determine each Highly Compensated Employee's share of excess
aggregate contributions by starting with the Highly Compensated Employee(s) who
has the highest dollar amount of aggregate contributions, reducing the amount of
his/her aggregate contributions (but not below the next highest dollar amount of
the aggregate contributions), then, if necessary, reducing the amount of
aggregate contributions of the Highly Compensated Employee(s) at the next
highest dollar amount of aggregate contributions, including the aggregate
contributions of the Highly Compensated Employee(s) whose aggregate
contributions the Plan Administrator already has reduced (but not below the next
highest dollar amount of aggregate contributions), and continuing in this manner
until the Trustee has distributed all excess aggregate contributions.

(E) ALLOCABLE INCOME. To determine the amount of the corrective distribution
required under this Section 14.09, the Plan Administrator must calculate the
allocable income for the Plan Year (but not beyond the Plan Year) in which the
excess aggregate contributions arose. "Allocable income" means net income or net
loss. The Plan Administrator will determine allocable income in the same manner
as described in Section 14.08(F) for excess contributions.


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(F) CHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS. The Plan Administrator
will treat a Highly Compensated Employee's allocable share of excess aggregate
contributions in the following priority: (1) first as attributable to his/her
Employee contributions, if any; (2) then as matching contributions allocable
with respect to excess contributions determined under the ADP test described in
Section 14.08; (3) then on a pro rata basis to matching contributions and to the
deferral contributions relating to those matching contributions which the Plan
Administrator has included in the ACP test; and (4) last to qualified
nonelective contributions used in the ACP test. To the extent the Highly
Compensated Employee's excess aggregate contributions are attributable to
matching contributions, and he/she is not 100% Vested in his/her Account Balance
attributable to matching contributions, the Plan Administrator will distribute
only the Vested portion and forfeit the nonVested portion. The Vested portion of
the Highly Compensated Employee's excess aggregate contributions attributable to
Employer matching contributions is the total amount of such excess aggregate
contributions (as adjusted for allocable income) multiplied by his/her Vested
percentage (determined as of the last day of the Plan Year for which the
Employer made the matching contribution).

         14.10 MULTIPLE USE LIMITATION. If at least one Highly Compensated
Employee is includible in the ADP test under Section 14.08 and in the ACP test
under Section 14.09, the sum of the Highly Compensated Group's ADP and ACP may
not exceed the multiple use limitation.

         The multiple use limitation is the sum of (i) and (ii):

         (i) 125% of the greater of: (a) the ADP of the Nonhighly Compensated
         Group for the prior Plan Year; or (b) the ACP of the Nonhighly
         Compensated Group for the Plan Year beginning with or within the prior
         Plan Year of the 401(k) arrangement.

         (ii) 2% plus the lesser of (i)(a) or (i)(b), but no more than twice the
         lesser of (i)(a) or (i)(b).

         The Plan Administrator, in lieu of determining the multiple use
limitation as the sum of (i) and (ii), may elect to determine the multiple use
limitation as the sum of (iii) and (iv):

         (iii) 125% of the lesser of: (a) the ADP of the Nonhighly Compensated
         Group for the prior Plan Year; or (b) the ACP of the Nonhighly
         Compensated Group for the Plan Year beginning with or within the prior
         Plan Year of the 401(k) arrangement.

         (iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than
         twice the greater of (iii)(a) or (iii)(b).

         If the Employer has elected in its Adoption Agreement to use current
year testing, the multiple use limitation is calculated using the Nonhighly
Compensated Group's current Plan Year data. The Plan Administrator will
determine whether the Plan satisfies the multiple use limitation after applying
the ADP test under Section 14.08 and the ACP test under Section 14.09 and using
the deemed maximum corrected ADP and ACP percentages in the event the Plan
failed either or both tests. If, after applying this Section 14.10, the Plan
Administrator determines the Plan has failed to satisfy the multiple use
limitation, the Plan Administrator will correct the failure by treating the
excess amount as excess contributions under Section 14.08 or as excess aggregate
contributions under Section 14.09, as the Plan Administrator determines in its
sole discretion. This Section 14.10 does not apply unless, prior to application
of the multiple use limitation, the ADP and the ACP of the Highly Compensated
Group each exceeds 125% of the respective percentages for the Nonhighly
Compensated Group.

         14.11 DISTRIBUTION RESTRICTIONS. The Employer in Adoption Agreement
Section 6.01 must elect the distribution events permitted under the Plan. The
distribution events applicable to the Participant's deferral contributions
Account, qualified nonelective contributions Account, qualified matching
contributions Account and safe harbor contributions Account (collectively,
"restricted balances") must satisfy the distribution restrictions described in
Section 14.03(d).

(A) HARDSHIP DISTRIBUTIONS FROM DEFERRAL CONTRIBUTIONS ACCOUNT. The Employer
must elect in Adoption Agreement Section 6.01 whether a Participant may receive
hardship distribution (as defined in Section 6.09) from his/her deferral
contributions Account prior to the Participant's Separation from Service. A
hardship distribution from the deferral contributions Account also must satisfy
the requirements of this Section 14.11(A). A hardship distribution option may
not apply to a Participant's qualified nonelective contributions Account,
qualified matching contributions Account, nor to his/her safe harbor
contributions Account except as provided in Paragraph (2).

         (1) RESTRICTIONS. The following restrictions apply to a Participant who
         receives a hardship distribution from his/her deferral contributions
         Account: (a) the Participant may not make elective deferrals or
         Employee contributions to the Plan for the 12-month period following
         the date of his/her hardship distribution; (b) the distribution may not
         exceed the amount of the Participant's immediate and heavy financial
         need (including any amounts necessary to pay any federal, state or
         local income taxes or penalties reasonably anticipated to result from
         the distribution); (c) the Participant must have obtained all
         distributions, other than hardship distributions, and all nontaxable
         loans (determined at the time of the loan) currently available under
         this Plan and all other qualified plans maintained by the Employer; and
         (d) the Participant must limit elective deferrals under this Plan and
         under any other qualified plan maintained by the Employer, for the
         Participant's taxable year immediately following the taxable year of
         the hardship distribution, to the 402(g) limitation (as described in
         Section 14.07), reduced by the amount of the Participant's elective
         deferrals made in the taxable year of the hardship distribution. The
         suspension of elective deferrals and Employee contributions described
         in clause (a) also must apply to all other qualified plans and to all
         nonqualified plans of


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deferred compensation maintained by the Employer, other than any mandatory
employee contribution portion of a defined benefit plan, including stock option,
stock purchase and other similar plans, but not including health or welfare
benefit plans (other than the cash or deferred arrangement portion of a
cafeteria plan). The Plan Administrator, absent actual contrary knowledge, may
rely on a Participant's written representation that the distribution is on
account of hardship (as defined in Section 6.09) and also satisfies clause (b).
In addition, clause (c) regarding loans does not apply if the loan to the
Participant would increase the Participant's hardship need.

(2) EARNINGS. A hardship distribution may not include earnings on an Employee's
elective deferrals credited after December 31, 1988. Qualified matching
contributions and qualified nonelective contributions, and any earnings on such
contributions, credited as of December 31, 1988, are subject to withdrawal for a
hardship distribution only if the Employer in an Addendum to its Adoption
Agreement elects to permit such withdrawals. The Addendum may modify the
December 31, 1988, date for purposes of determining credited amounts, provided
the date is not later than the end of the last Plan Year ending before July 1,
1989.

(B) DISTRIBUTIONS AFTER SEPARATION FROM SERVICE. Following the Participant's
Separation from Service, the distribution events applicable to the Participant
apply equally to all of the Participant's Accounts.

         14.12 SPECIAL ALLOCATION AND VALUATION RULES. If the 401(k) arrangement
provides for salary reduction contributions, if the Plan accepts Employee
contributions, or if the Plan allocates matching contributions as of any date
other than the last day of the Plan Year, the Employer in Adoption Agreement
Sections 9.08 and 10.15 must elect the method the Plan Administrator will apply
to allocate net income, gain or loss to such contributions made during the Plan
Year and any alternative valuation dates for the different Account types which
the Plan Administrator maintains under the Plan.


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