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                               ADOPTION AGREEMENT
                                       FOR
                           OSWEGO COUNTY SAVINGS BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST

Name of Employer: Oswego County Savings Bank
                  --------------------------------------------------------------

Address:          44 East Bridge Street, Oswego, NY 13126
                  --------------------------------------------------------------

Telephone Number: 315-343-4100
                  --------------------------------------------------------------

Contact Person:   Mr. Gregory Kreis, President
                  --------------------------------------------------------------

Name of Plan:     Oswego County Savings Bank Employees' Savings & Profit Sharing
                  --------------------------------------------------------------
                  Plan and Trust
                  --------------------------------------------------------------

THIS ADOPTION AGREEMENT, upon execution by the Employer and the Trustee, and
subsequent approval by a duly authorized representative of Pentegra Services,
Inc. (the "Sponsor"), together with the Sponsor's Employees' Savings & Profit
Sharing Plan and Trust Agreement (the "Agreement"), shall constitute the Name of
Employer Employees' Savings & Profit Sharing Plan and Trust (the "Plan"). The
terms and provisions of the Agreement are hereby incorporated herein by this
reference; provided, however, that if there is any conflict between the Adoption
Agreement and the Agreement, this Adoption Agreement shall control.

The elections hereinafter made by the Employer in this Adoption Agreement may be
changed by the Employer from time to time by written instrument executed by a
duly authorized representative thereof; but if any other provision hereof or any
provision of the Agreement is changed by the Employer other than to satisfy the
requirements of Section 415 or 416 of the Internal Revenue Code of 1986, as
amended (the "Code"), because of the required aggregation of multiple plans, or
if as a result of any change by the Employer the Plan fails to obtain or retain
its tax-qualified status under Section 401 (a) of the Code, the Employer shall
be deemed to have amended the Plan evidenced hereby and by the Agreement into an
individually designed plan, in which event the Sponsor shall thereafter have no
further responsibility for the tax-qualified status of the Plan. However, the
Sponsor may amend any term, provision or definition of this Adoption Agreement
or the Agreement in such manner as the Sponsor may deem necessary or advisable
from time to time and the Employer and the Trustee by execution hereof,
acknowledge and consent thereto. Notwithstanding the foregoing, no amendment of
this Adoption Agreement or of the Agreement shall increase the duties or
responsibilities of the Trustee without the written consent thereof.

                                        1

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I.   Effect of Execution of Adoption Agreement

     The Employer, upon execution of this Adoption Agreement by a duly
     authorized representative thereof. (choose 1 or 2):

     A. ___ Establishes as a new plan the Oswego County Savings Bank Employees'
            Savings & Profit Sharing Plan and Trust, effective ________________,
            200__ (the "Effective Date").

     B. ___ Amends its existing defined contribution plan and trust Oswego
            County Savings Bank 401(k) Profit Sharing Plan dated June 4, 1999,
            in its entirety into the Oswego County Savings Bank Employees'
            Savings & Profit Sharing Plan and Trust, effective January 1, 2002,
            except as otherwise provided herein or in the Agreement (the
            "Effective Date").

II.  Definitions

     A.     "Compliance Testing Method" means the prior year testing method
            unless the Employer elects to use current year testing for
            determining the actual deferral percentages and actual contribution
            percentages by checking this line _____.

            Note: Whichever testing method is selected (prior year testing or
            current year testing), it must apply to both the actual deferral
            percentage test and the actual contribution percentage test.

     B.     Employer

            1. "Employer," for purposes of the Plan, shall mean:
                                   Oswego County Savings Bank

            2.  The Employer, is (indicate whichever may apply):

               (a) ___ A member of a controlled group of corporations under
                       Section 414(b) of the Code.

               (b) ___ A member of a group of entities under common control
                       under Section 414(c) of the Code.

               (c) ___ A member of an affiliated service group under Section
                       414(m) of the Code.

               (d) ___ A corporation.

               (e) ___ A sole proprietorship or partnership.

               (f) ___ A Subchapter S corporation.

               (g) ___ Other _____________________________________.

                                        2

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     3.     Employer's Taxable Year Ends on 12/31.
                                            -----

     4.     Employer's federal Taxpayer Identification Number is
            _____________________.

     5.     The Plan Number for the Plan is (enter 3-digit number)________.

C.   "Entry Date" means the first day of the (choose 1 or 2):

     1. ___ Calendar month coinciding with or next following the date the
            Employee satisfies the Eligibility requirements described in Section
            III.

     2.  X  Calendar quarter (January 1, April 1, July 1, October 1) coinciding
        --- with or next following the date the Employee satisfies the
            Eligibility requirements described in Section III.

D.   "Limitation Year" means the twelve (12) consecutive month period ending on
     ________________ (month/day). Note: If no 12 month period is selected, the
     Limitation Year shall be the Plan Year.

E.   "Member" means an Employee enrolled in the membership of the Plan.

F.   "Normal Retirement Age" means (choose 1 or 2):

     1. ___ Attainment of age ____ (select an age not less than 55 and not
            greater than 65).

     2.  X  Later of: (i) attainment of age 65 or (ii) the fifth anniversary of
        --- the date the Member commenced participation in the Plan.

G.   "Normal Retirement Date" means the first day of the first calendar month
     coincident with or next following the date upon which a Member attains his
     or her Normal Retirement Age.

H.   "Plan Year" means the twelve (12) consecutive month period ending on 12/31
     (month/day).

I.   "Salary" for benefit purposes under the Plan means (choose 1, 2 or 3):

     1. ___ Total taxable compensation as reported on Form W-2 (exclusive of
            any compensation deferred from a prior year).

     2.  X  Basic Salary only.
        ---

     3. ___ Basic Salary plus one or more of the following (if 3 is chosen,
            then choose (a) or (b), and/or (c) or (d), whichever shall apply):

            (a) ___ Commissions not in excess of $ ______________

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            (b) ___ Commissions to the extent that Basic Salary plus Commissions
                    do not exceed $ _______________

            (c) ___ Overtime

            (d) ___ Overtime and bonuses

        Note: Member pre-tax contributions to a Section 401(k) plan are always
          included in Plan Salary.

III.    Salary Adjustment

        A. Cafeteria Plan (Section 125) Salary Adjustment.
           Member pre-tax contributions to a Code Section 125 cafeteria plan are
           to be included in Plan Salary, unless the Employer elects to exclude
           such amounts by checking this line ____.

        B. Transportation Fringe Benefit (Section 132(f)) Adjustment.

           Member pre-tax contributions for qualified transportation fringe
           benefits under Code Section 132(f) are to be included in Plan Salary,
           unless the Employer elects to exclude such amounts by checking this
           line ____.

IV.     Highly Compensated Employee Elections

        A. Top Paid Group Election:

           In determining who is a Highly Compensated Employee, the Employer
           makes the Top Paid Group election by checking this line____. The
           effect of this election is that an Employee (who is not a 5% owner at
           anytime during the determination year or the look-back year) with
           compensation in excess of $80,000 (as adjusted) for the look-back
           year is a Highly Compensated Employee only lithe Employee was in the
           top-paid group (i.e., the top 20% of Employees ranked on the basis of
           compensation paid by the Employer) for the look-back year.

        B. Calendar Year Data Election:

           For determining which Employees are Highly Compensated Employees, the
           look-back year will be the 12 month period immediately proceeding the
           determination year, except that, for non-calendar year plans, the
           look-back year will be the calendar year ending within the Plan Year
           by checking this line ____.

                                        4

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V.  Eligibility Requirements

    A.  All Employees shall be eligible to participate in the Plan in accordance
        with the provisions of Article II of the Plan, except the following
        Employees shall be excluded (choose whichever shall apply):

        1.  X  Employees who have not attained age 21 (Insert an age from 18
           --- to 21).

        2.  X  Employees who have not completed 12 (1-11 12 or 24) consecutive
           --- months of service.

           Note: Employers which permit Members to make pre-tax elective
                 deferrals to the Plan (see VII.A.3.) may not elect a 24 month
                 eligibility period.

        3.  X  Employees included in a unit of Employees covered by a
           --- collective bargaining agreement, if retirement benefits were the
               subject of good faith bargaining between the Employer and
               representatives.

        4.  X  Employees who are nonresident aliens and who receive no earned
           --- income from the Employer which constitutes income from sources
               within the United States.

        5. ___ Employees included in the following job classifications:

               (a)  __ Hourly Employees

               (b)  __ Salaried Employees

               (c)  __ Flex staff employees (i.e., any Employee who is not a
                       regular full-time or part-time Employee).

               (d)  __ Short-term Employees (i.e.; employees who are hired under
                       a written agreement which precludes membership in the
                       Plan and provides for a specific period of employment not
                       in excess of one year).

        6. ___ Employees of the following employers which are aggregated
               under Section 414(b), 414(c) or 414(m) of the Code:

    Note:   If no entries are made above, all Employees shall be eligible to
            participate in the Plan on the later of: (i) the Effective Date or
            (ii) the first day of the calendar month or calendar quarter (as
            designated by the Employer in Section II.C.) coinciding with or
            immediately following the Employee's Date of Employment or, as
            applicable, Date of Reemployment.

                                        5

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B.   Such eligibility computation period established in Section V (A) above
     shall be applicable to (choose 1 or 2):

     1.  X  Both present and future Employees.
        ---

     2. ___ Future Employees only.

C.   Such Eligibility requirements established above shall be (choose 1 or 2):

     1.  X  Applied to the designated Employee group on and after the Effective
        --- Date of the Plan.

     2.  X  Waived for the __ consecutive month period (may not exceed 12)
        --- beginning on the Effective  Date of the Plan.

D.   Service Crediting Method for Eligibility (Choose 1, 2 or 3):

     1. ___ Not applicable. There is no service required for eligibility.

     2. ___ Hour of service method (Choose a or b):

            (a) ___ The actual number of Hours of Employment.

            (b) ___ 190 Hours of Employment for each month in which the Employee
                    completes at least one hour of Employment.

     3.  X  Elapsed time method.
        ---
E.   Requirements to Commence Allocation of Employer Contributions.

     1. Employer Contributions shall be allocated to Members Accounts in
        accordance with Article III of the Plan, except that the following
        Members will not be entitled to Employer contributions (choose (a) or
        (b) and/or (c)):

        (a)  X  No additional requirements apply. (The eligibility requirements
            --- under Section V above apply to Employer Contributions); or

        (b) ___ Members who have not attained age ___ (Insert an age from
                18-21); and/or

        (c) ___ Member's who have not completed ___(1-12) consecutive months
                of service.

     2. The requirement to commence allocation of Employer Contributions
        established in this Section E shall apply to all Employer Contributions
        provided under Section 3.4 of the Plan except:

                                        6

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                 (a)   X   Matching contributions
                      ---

                 (b)  __   Basic contributions

                 (c)  __   Safe harbor CODA contributions

                 (d)  __   Supplemental contributions

                 (e)  __   Qualified non-elective contributions

                 (f)  __   Profit sharing contributions

                 Note: If an Employer contribution type is selected in 2 above
                 Members will receive Employer contributions based upon the
                 eligibility requirements under Section V above and the
                 provisions of the Plan document for such Employer contribution
                 type.

VI.      Prior Employment Credit

         A. Prior Employment Credit:

         __ Employment with the following entity or entities shall be included
            for eligibility and vesting purposes:

         ___________________________________________________________

         ___________________________________________________________

         Note: If this Plan is a continuation of a Predecessor Plan, service
               under the Predecessor Plan shall be counted under this Plan.

VII.     Contributions

         Note: Annual Member pre -tax elective deferrals, Employer matching
               contributions, Employer safe harbor CODA contributions, Employer
               basic contributions, Employer supplemental contributions,
               Employer profit sharing contributions and Employer qualified
               non-elective contributions, in the aggregate, may not exceed 15%
               of all Members' Salary (excluding from Salary Member pre-tax
               elective deferrals).

         A. Employee Contributions (fill in 1 and/or 6 if applicable; choose 2
            or 3; 4 or 5):

             1.   X  The maximum amount of monthly contributions a Member may
                 --- make to the Plan (both pre-tax deferrals and after-tax
                     contributions) is 12 % (1-20) of the Member's monthly
                     Salary.

             2.   X  (Choose a and/or b):
                 ---

                                        7

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                     (a)  X  A Member may make pre-tax elective deferrals to the
                         --- Plan, based on multiples of 1% of monthly Salary,
                             or

                     (b) __  A Member may make pre-tax elective deferrals to the
                             Plan based on a specified dollar amount.

              3. ___ A Member may not make pre-tax elective deferrals to the
                     Plan.

              4. ___ A Member may make after-tax contributions to the Plan,
                     based on multiples of 1% of monthly Salary.

              5. ___ A Member may not make after-tax contributions to the Plan.

              6. ___ An Employee may allocate a rollover contribution to the
                     Plan prior to satisfying the Eligibility requirements
                     described above.

         B. A Member may change his or her contribution rate with respect to, if
            made available, pre-tax deferrals and after-tax contributions
            (choose 1, 2 or 3):

            1. ___   1 time per pay period.

            2. ___   1 time per calendar month.

            3.  X    1 time per calendar quarter.
               ---

         C. Employer Matching Contributions (fill in 1 or 5 as applicable; and
            if you select 1, then choose 2, 3 or 4):

            1.   The Employer matching contributions under 2, 3 or 4 below shall
                 be based on the Member's contributions (both pre-tax deferrals
                 and after-tax contributions) not in excess of 3 % (1-20 but not
                 in excess of the percentage specified in A.1. above) of the
                 Member's Salary.

            2.    X  The Employer shall allocate to each contributing Member's
                 --- Account an amount equal to 50 % (not to exceed 200% of the
                     Member's contributions (both pre tax deferrals and
                     after-tax contributions) for that month (as otherwise
                     limited in accordance with C.1. above).

            3.   ___ The Employer shall allocate to each contributing Member's
                     Account an amount based on the Member's contributions (as
                     otherwise limited in accordance with C.1 above) and
                     determined in accordance with the following schedule:

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

                                        8

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            4.  ___ The Employer shall allocate to each contributing Member's
                    Account an amount based on the Member's contributions (as
                    otherwise limited in accordance with C.1. above) and
                    determined in accordance with the following schedule:

                      Years of Employment                Matching %
                      -------------------                ----------
                        Less than 3                        100%
                        At least 3, but less than 5        150%
                        5 or more                          200%

            5.  ___ No Employer matching contributions will be made to the Plan.

         D. Safe Harbor CODA Contributions (Actual Deferral Percentage Test Safe
            Harbor Contributions) (Complete 1 or 2 below, if applicable):

            1. ___   The Employer shall make a safe harbor Basic Matching
                     Contribution to the Plan on behalf of each Member.

            2. ___   In lieu of safe harbor Basic Matching Contributions, the
                     Employer will make the following contributions for the Plan
                     Year (complete (a) and/or (b)):

                     (a) ___ Enhanced Matching Contributions:

            The Employer shall make Matching Contributions to the Account of
            each Member in an amount equal to the sum of:

                     (i)   the Member's 401(k) Deferrals that do not exceed ____
                           percent of the Member's Salary plus

                     (ii)  ___ Percent of the Member's 401(k) Deferrals that
                           exceed ___ percent of the Member's Salary and that do
                           not exceed___ percent of the Member's Salary.

            Note: In the blank in (i) and the second blank in (ii), insert a
                  number that is 3 or greater but not greater than 6. The first
                  and last blanks in (ii) must be completed so that at any rate
                  of 407(k) Deferrals, the Matching Contribution is at least
                  equal to the Matching Contribution receivable if the Employer
                  were making Basic Matching Contributions, but the rate of
                  match cannot increase as deferrals increase. For example, if
                  "4" is inserted in the blank in (i), (ii) need not be
                  completed.

                     (b) __  Safe Harbor Nonselective Contributions:

            The Employer will make a Safe Harbor Nonselective Contribution to
            the Account of each Member in an amount equal to 3 percent of the
            Member's Salary for the Plan Year, unless the Employer inserts a
            greater percentage here ____

                                        9

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         E. Employer Basic Contributions (choose 1 or 2):

            1. __ The Employer shall allocate an amount equal to ____% (based on
                  1% increments not to exceed 15%) of Member's Salary for the
                  month to (choose (a) or (b)):

                  (a) ___ The Accounts of all Members

                  (b) ___ The Accounts of all Members who were employed with the
                          Employer on the last day of such month.

            2. ___ No Employer basic contributions will be made to the Plan.

         F. Employer Supplemental Contributions:

            The Employer may make supplemental contributions for any Plan Year
            in accordance with Section 3.7 of the Plan.

         G. Employer Profit Sharing Contributions (Choose 1, 2, 3, 4, or 5):

            1. No Employer Profit Sharing Contributions will be made to the
               Plan.

Non-Integrated Formula

            2. ___ Profit sharing contributions shall be allocated to each
                   Member's Account in the same ratio as each eligible Member's
                   salary during such Contribution Determination Period bears to
                   the total of such Salary of all eligible Members.

            3. ___ Profit sharing contributions shall be allocated to each
                   eligible Member's Account in the same ratio as each eligible
                   Member's Salary for the portion of the Contribution
                   Determination Period during which the Member satisfied the
                   Employer's eligibility requirement(s) bears to the total of
                   such Salary of all eligible Members.

Integrated Formula

            4. ___ Profit sharing contributions shall be allocated to each
                   eligible Member's Account in a uniform percentage (specified
                   by the Employer as ____%) of each Member's Salary during the
                   Contribution Determination Period ("Base Contribution
                   Percentage") for the Plan Year that includes such
                   Contribution Determination Period , plus a uniform percentage
                   (specified by the Employer as ____%), but not in excess of
                   the lesser of (i) the Base Contribution Percentage and (ii)
                   the greater of (1) 5.7% or (2) the percentage equal to the
                   portion of the Code Section 3111(a) tax imposed on employers
                   under the Federal Insurance Contributions Act (as in effect
                   as of the beginning of the Plan Year) which is attributable
                   to old-age insurance)

                                       10

<PAGE>

                   of each Member's Salary for the Contribution Determination
                   Period in excess of the Social Security Taxable Wage Base
                   ("Excess Salary") for the Plan Year that includes such
                   Contribution Determination Period, in accordance with Article
                   Ill of the Plan.

            5. ___ Profit sharing contributions shall be allocated to each
                   eligible Member's Account in a uniform percentage (specified
                   by the Employer as ____%) of each Member's Salary for the
                   portion of the Contribution Determination Period during which
                   the Member satisfied the Employer's eligibility
                   requirement(s), if any, plus a uniform percentage (specified
                   by the Employer as ____%), but not in excess of the lesser of
                   (i) the Base Contribution Percentage and (ii) the greater of
                   (1) 5.7% or (2) the percentage equal to the portion of t Code
                   Section 311 1(a) tax imposed on employers under the Federal
                   Insurance Contributions Act (as in effect as of the beginning
                   of the Plan Year) which is attributable to old-age insurance)
                   of each Member's Excess Salary for the portion of the
                   Contribution Determination Period during which the Member
                   satisfied the Employer's eligibility requirement(s) in
                   accordance with Article Ill of the Plan.

         H. Allocation of Employer Profit Sharing Contributions:

            In accordance with Section VII, G above, a Member shall be eligible
            to share in Employer Profit Sharing Contributions, if any, as
            follows (choose 1 or 2):

            1. ___ A Member shall be eligible for an allocation of Employer
                   Profit Sharing Contributions for a Contribution Determination
                   Period if he or she is eligible to participate in the Plan
                   for the Contribution Determination Period to which the Profit
                   Sharing Contributions relate.

            2. ___ A Member shall be eligible for an allocation of Employer
                   Profit Sharing Contributions for a Contribution Determination
                   Period only if he or she (choose (a), (b) or (c) whichever
                   shall apply):

                   (a) ___ is employed on the last day of the Contribution
                           Determination Period, or retired, died or became
                           totally and permanently disabled prior to the last
                           day of the Contribution Determination Period,

                   (b) ___ completed 1,000 Hours of Employment if the
                           Contribution Determination Period is a period of 12
                           months (250 Hours of Employment if the Contribution
                           Determination Period is a period of 3 months), or
                           retired, died or became totally and permanently
                           disabled prior to the last day of the Contribution
                           Determination Period.

                   (c) ___ is employed on the last day of the Contribution
                           Determination Period and, if such period is 12
                           months, completed 1,000 Hours of

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                           Employment (250 Hours of Employment if the
                           Contribution Determination Period is a period of 3
                           months), or retired, died or became totally and
                           permanently disabled prior to the last day of the
                           Contribution Determination Period.

         I. "Contribution Determination Period" for purposes of determining and
            allocating Employer profit sharing contributions means (choose 1, 2,
            3 or 4):

            1. ___ The Plan Year.

            2. ___ The Employer's Fiscal Year (defined as the Plan's "limitation
                   year") being the twelve (12) consecutive month period
                   commencing ______________ (month/day) and ending
                   ______________ (month/day).

            3. ___ The three (3) consecutive month periods that comprise each of
                   the Plan Year quarters.

            4. ___ The three (3) consecutive month periods that comprise each of
                   the Employer's Fiscal Year quarters. (Employer's Fiscal Year
                   is the twelve (12) consecutive month period commencing
                   ______________ (month/day) and ending ______________
                   (month/day).)

         J. Employer Qualified Nonselective Contributions:

            The Employer may make qualified nonselective contributions for any
            Plan Year in accordance with Section 3.9 of the Plan.

         K. Top Heavy Contributions:

            If the Plan is determined to be Top Heavy and if Top Heavy
            Contributions will be made to the Plan, Top Heavy Contributions will
            be allocated to: (choose 1 or 2 below):

            1. ___ Only Members who are Non-Key Employees.

            2. ___ All Members.

VIII.    Investments

         The Employer hereby appoints Barclays Global Investors, N.A. to serve
         as Investment Manager under the Plan. The Employer hereby selects the
         following Investments to be made available under the Plan (choose
         whichever shall apply) and consents to the tending of securities by
         such funds to brokers and other borrowers. The Employer agrees and
         acknowledges that the selection of Investments made in this Section
         VIII is solely its responsibility, and no other person, including the
         Sponsor or Investment Manager, has any discretionary authority or
         control with respect to such selection process. The Employer hereby
         holds the Investment Manager harmless from, and indemnifies it

                                       12

<PAGE>

     against, any liability Investment Manager may incur with respect to such
     Investments so long as Investment Manager is not negligent and has not
     breached its fiduciary duties.

      1.   X   Money Market Fund
          ---

      2.   X   Stable Value Fund
          ---

      3.   X   Government Bond Fund
          ---

      4.   X   S&P 500 Stock Fund
          ---

      5.   X   S&P 500/Value Stock Fund
          ---

      6.   X   S&P 500/Growth Stock Fund
          ---

      7.   X   S&P MidCap Stock Fund
          ---

      8.   X   Russell 2000 Stock Fund
          ---

      9.   X   International Stock Fund
          ---

      10.  X   Asset Allocation Funds (3)
          ---

           X   Income Plus
          ---

           X   Growth & Income
          ---

           X   Growth
          ---

      11.  X   Oswego County Savings Bank Stock Fund (the "Employer Stock Fund")
          ---

      12.  X   NASDAQ 100 Index Fund
          ---

      13. ___  Self-directed Brokerage Account

IX.   Employer Securities

      A.  If the Employer makes available an Employer Stock Fund pursuant to
          Section VIII of this Adoption Agreement, then voting and tender offer
          rights with respect to Employer Stock shall be delegated and exercised
          as follows (choose 1 or 2):

          1.   X    Each Member shall be entitled to direct the Plan
              ---
                    Administrator as to the voting and tender or exchange offer
                    rights involving Employer Stock held in such Member's
                    Account, and the Plan Administrator shall follow or cause
                    the Trustee to follow such directions. If a Member fails to
                    provide the Plan Administrator with directions as to voting
                    or tender or exchange offer rights, the Plan Administrator
                    shall exercise those rights as it determines in its
                    discretion and shall direct the Trustee accordingly.

                                       13

<PAGE>

          2.   ___  The Plan Administrator shall direct the Trustee as to the
                    voting of all Employer Stock and as to all rights in the
                    event of a tender or exchange offer involving such Employer
                    Stock.

X.    Investment Direction

      A.  Members shall be entitled to designate what percentage of employee
          contributions and employer contributions made on their behalf will be
          invested in the various Investment funds offered by the Employer as
          specified in Section VIII of this Adoption Agreement except: 1 .The
          following portions of a Member's Account will be invested at the
          employer's direction (choose whichever shall apply):

              (a)  ___ Employer Profit Sharing Contributions
                       Shall be invested in:

                       ___ Employer Stock Fund.

                       ___ Employer Certificate of Deposit Fund.

                       ___ Any Investment Fund or Funds offered by the Employer.

              (b)   X  Employer Matching Contributions
                   ---
                       Shall be Invested in:

                       ___ Employer Stock Fund.

                       ___ Employer Certificate of Deposit Fund.

                        X  Any Investment Fund or Funds offered by the Employer.
                       ---

              (c)  ___ Employer Basic Contribution
                       Shall be invested in:

                       ___ Employer Stock Fund

                       ___ Employer Certificate of Deposit Fund

                       ___ Any Investment Fund or Funds offered by the Employer

                                       14

<PAGE>

              (d)   X  Employer Supplemental Contributions
                   ---
                       Shall be invested in:

                       ___ Employer Stock Fund

                       ___ Employer Certificate of Deposit Fund

                        X  Any Investment Fund or Funds offered by the Employer
                       ---

              (e)  ___ Employer Qualified Nonselective Contributions
                       Shall be invested in:

                   ___ Employer Stock Fund

                   ___ Employer Certificate of Deposit Fund

                   ___ Any Investment Fund or Funds offered by the Employer

              (f)  ___ Employer Safe Harbor CODA Contributions under Section
                       3.14 of the Plan
                       Shall be invested in:

                   ___ Employer Stock Fund

                   ___ Employer Certificate of Deposit Fund

                   ___ A Investment Fund or Funds offered by the Employer

          2.  ___  Amounts invested at the Employer's direction may not be
                   transferred by the Member to any other Investment Fund.

          3.  ___  Notwithstanding this election in 2, a Member may transfer
                   such amounts to any other Investment Fund upon (choose
                   whichever may apply):

                   (a)  ___   the attainment of age ____ (insert 45 or greater)

                                       15

<PAGE>

               (b) ___ the completion of ____ (insert 10 or greater) Years of
                       Employment

               (c) ___ the attainment of age plus Years of Employment equal to
                       ____ (insert 55 or greater)

     B. A Member may change his or her investment direction (choose 1, 2, or 3):

        1.  X  1 time per business day.
           ---

        2. ___ 1 time per calendar month.

        3. ___ 1 time per calendar quarter.

     C. If a Member or Beneficiary (or the Employer, if applicable) fails
        to make an effective investment direction, the Member's contributions
        and Employer contributions made on the Member's behalf shall be invested
        in Money Market Fund (insert one of the Investment Funds selected in
        Section VIII of this Adoption Agreement).

XI.  Vesting Schedules

     A. (Choose l, 2, 3, 4, 5, 6 or 7)

             Schedule             Years of Employment        Vested %
             --------             -------------------        --------
        1. ___ Immediate            Upon Enrollment           100%

        2.  X  2-6 Year Graded      Less than 2                 0%
           ---                      2 but less than 3          20%
                                    3 but less than 4          40%
                                    4 but less than 5          60%
                                    5 but less than 6          80%
                                    6 or more                 100%

        3. ___ 5-Year Cliff         Less than 5                 0%
                                    5 or more                 100%

        4. ___ 3-Year Cliff         Less than 3                 0%
                                    3 or more                 100%

        5. ___ 4-Year Graded        Less than 1                 0%
                                    1 but less than 2          25%
                                    2 but less than 3          50%
                                    3 but less than 4          75%
                                    4 or more                 100%

                                       16

<PAGE>

     6. ___  3-7 Year Graded  Less than 3                 0%
                              3 but less than 4          20%
                              4 but less than 5          40%
                              5 but less than 6          60%
                              6 but less than 7          80%
                              7 or more                 100%

     7. ___  Other            Less than___                0%
                              ___ but less than ___     ___%

                              ___ but less than ___     ___%

                              ___ but less than ___     ___%

                              ___ but less than ___     ___%

                              ___ or more 100%

B.   With respect to the schedules listed above, the Employer elects (choose 1,
     2, 3, 4 and/or 5):

     1. Schedule 2 solely with respect to Employer matching contributions.

     2. Schedule ___ solely with respect to Employer basic contributions.

     3. Schedule ___ solely with respect to Employer supplemental
        contributions.

     4. Schedule ___ solely with respect to Employer profit sharing
        contributions.

     5. Schedule ___ with respect to all Employer contributions.

     NOTE: Notwithstanding any election by the Employer to the contrary, each
           Member shall acquire a 700% vested interest in his Account
           attributable to all Employer contributions made to the Plan upon the
           earlier of (i) attainment of Normal Retirement 1 (ii) approval for
           disability or (iii) death. In addition, a Member shall at all times
           have a 100% vested interest in the Employer Qualified Non-Elective
           Contributions, if any; Safe Harbor CODA contributions, if any: and in
           the pre-tax elective deferrals and nondeductible after-tax Member
           Contributions. Also, if a Plan is determined to be Top Heavy, a
           different vesting schedule, other than the schedule elected above,
           may apply.

C.   Years of Employment Excluded for Vesting Purposes

     The following Years of Employment shall be disregarded for vesting purposes
     (choose whichever shall apply):

     1. ___ Years of Employment during any period in which neither the Plan nor
            any predecessor plan was maintained by the Employer.

     2. ___ Years of Employment of a Member prior to attaining age 18.

                                       17

<PAGE>

     D.   Service Crediting Method for Vesting (Choose 1, 2, or 3):

          1. ___   Not Applicable. Plan provides 100% vesting for all
                   contributions.

          2. ___   Hour of service method (if elected, Years of Service will be
                   substituted for Years of Employment for purposes of this
                   Section XI) (Choose a or b):

                   (a)  ___ The actual number of Hours of Employment

                   (b)  ___ 190 Hours of Employment for each month in which the
                            Employee completes at least one Hour of Employment.

          3.  X    Elapsed time method.
             ---

XII. Withdrawal Provisions

     A.   The following portions of a Member's Account will be eligible for
          in-service withdrawals, subject to the provisions of Article VII of
          the Plan (choose whichever shall apply):

          1. ___   Employee after-tax contributions and the earnings thereon.

                   In-service withdrawals permitted only in the event of
                   (choose whichever shall apply):

                   (a)   X  Hardship
                        ---

                   (b)  ___ Attainment of age 59 1/2.

          2.  X    Employee pre-tax elective deferrals and the earnings thereon.
             ---

             Note: In-service withdrawals of all employee pre -tax elective
                   deferrals and earnings thereon as of December 31, 1988 are
                   permitted only in the event of hardship or attainment of age
                   59 1/2. In-service withdrawals of earnings after December 31,
                   1988 are permitted only in the event of attainment of age 59
                   1/2.

          3.  X    Employee rollover contributions and the earnings thereon.
             ---

                   In-service withdrawals permitted only in the event of
                   (choose whichever shall apply):

                   (a)   X  Hardship.
                        ---

                   (b)   X  Attainment of age 59 1/2.
                        ---

                                       18

<PAGE>

          4.   X   Employer matching contributions and the earnings thereon.
              ---
                   In-service withdrawals permitted only in the event of (choose
                   whichever shall apply):

                   (a)   X   Hardship.
                        ---

                   (b)   X   Attainment of age 59 1/2.
                        ---

          5.  ___  Employer basic contributions and the earnings thereon.

                   In-service withdrawals permitted only in the event of (choose
                   whichever shall apply):

                   (a)  ___  Hardship.

                   (b)  ___  Attainment of age 59 1/2.

          6.   X   Employer supplemental contributions and the earnings thereon.
              ---
                   In-service withdrawals permitted only in the event of (choose
                   whichever shall apply):

                   (a)   X   Hardship.
                        ---
                   (b)   X   Attainment of age 59 1/2.
                        ---
          7.  ___  Employer profit sharing contributions and the earnings
                   thereon.

                   In-service withdrawals permitted only in the event of (choose
                   whichever shall apply):

                   (a)  ___  Hardship.

                   (b)  ___  Attainment of age 59 1/2.

          8.  ___  Employer qualified nonselective contributions and earnings
                   thereon.

                   Note: In-service withdrawals of all employer qualified
                         nonselective contributions and earnings thereon are
                         permitted only in the event of attainment of age
                         59 1/2.

          9.  ___  Employer safe harbor CODA contributions and earnings thereon.

                                       19

<PAGE>

                   Note: In-service withdrawals of employer safe harbor CODA
                         contributions and earnings thereon are permitted only
                         in the event of attainment of age 59 1/2.

          10. ___  No in-service withdrawals shall be allowed.

      B.  Notwithstanding any elections made in Subsection A of this Section XII
          above, the following portions of a Member's Account shall be excluded
          from eligibility for in-service withdrawals (choose whichever shall
          apply):

          1.  ___  Employer contributions and the earnings thereon, credited to
                   the  Employer Stock Fund.

          2.  ___  Employer contributions and the earnings thereon, credited to
                   the Employer Certificate of Deposit Fund.

          3.  ___  All contributions and deferrals, and the earnings thereon,
                   credited to the Employer Stock Fund.

          4.  ___  All contributions and deferrals, and the earnings thereon,
                   credited to the Employer Certificate of Deposit Fund.

          5.  ___  Other: _____________________________________________________

          Note:  A Member's Account will be available for in-service withdrawals
                 upon attaining age 70 1/2 notwithstanding any provisions of
                 this Section XII to the contrary.

XIII. Distribution Option (choose whichever shall apply)

      1.  ___ Lump Sum and partial lump sum payments only.

      2.   X  Lump Sum and partial lump sum payments plus one or more of the
          ---
              following (choose (a) and/or (b)):

              (a)  X  Installment payments.
                  ---
              (b) ___ Annuity payments.

      3.   X  Distributions in kind of Employer Stock.
          ---

XIV.  Loan Program (choose 1, 2, 3 or 4, if applicable)

      1.  ___ No loans will be permitted from the Plan.

      2.   X  Loans will be permitted from the Member's Account.
          ---

                                       20

<PAGE>

      3. ___  Loans will be permitted from the Member's Account, excluding
              (choose whichever shall apply):

              (1) ___  Employer Profit sharing contributions and the earnings
                       thereon.

              (2) ___  Employer matching contributions and the earnings thereon.

              (3) ___  Employer basic contributions and the earnings thereon.

              (4) ___  Employer supplemental contributions and the earnings
                       thereon.

              (5) ___  Employee after-tax contributions and the earnings
                       thereon.

              (6) ___  Employee pre-tax elective deferrals and the earnings
                       thereon.

              (7) ___  Employee rollover contributions and the earnings thereon.

              (8) ___  Employer qualified nonselective contributions and the
                       earnings thereon.

              (9) ___  Employer safe harbor CODA contributions and the earnings
                       thereon.

              (10)___  Any amounts to the extent invested in the Employer Stock
                       Fund.

              (11)___  Any amounts to the extent invested in the Employer
                       Certificate of Deposit Fund.

      4.  ___ Loans will only be permitted from the Member's Account in the case
              of hardship or financial necessity as defined under Section 8.1 of
              the Plan.

XV.   Additional Information

      If additional space is needed to select or describe an elective feature of
      the Plan, the Employer should attach additional pages and use the
      following format:

      The following is hereby made a part of Section -- of the Adoption
      Agreement and is thus incorporated into and made a pan of the [Plan Name]

                                       21

<PAGE>

      Signature of Employer's Authorized Representative /s/ Gregory J. Kreis
                                                        -----------------------

      Signature of Trustee_____________________________


      Supplementary Page    of [number of pages].

XVI.  Plan Administrator

      The Named Plan Administrator under the Plan shall be the (choose 1, 2, 3
      or 4):

      Note:  Pentegra Services, Inc may not be appointed Plan Administrator.

      1. ___  Employer

      2. ___  Employer's Board of Directors

      3.  X  Plan's Administrative Committee
         ---

      4. ___  Other (if chosen, then provide the following information)

              Name:___________________________________________________


              Address:________________________________________________


              Tel No:_________________________________________________


              Contact:________________________________________________



      Note: If no Named Plan Administrator is designated above, the Employer
            shall be deemed the Named Plan Administrator.

XVII. Trustee

      The Employer hereby appoints The Bank of New York to serve as Trustee for
      all Investment Funds under the Plan except the Employer Stock Fund.

      The Employer hereby appoints the following person(s) or entity to serve as
      Trustee under the Plan for the Employer Stock Fund.*

                                       22

<PAGE>

       Name:____________________________________________________________________


       Address:_________________________________________________________________


       Telephone No:______________________ Contact:_____________________________





                                            ------------------------------------
                                                     Signature of Trustee

                                               (Required only if the Employer
                                               is serving as its own Trustee)

       *  Subject to approval by The Bank of New York, if The Bank of New York
           is appointed as Trustee for the Employer Stock Fund.

       The Employer hereby appoints The Bank of New York to serve as Custodian
       under the Plan for the Employer Stock Fund in the event The Bank of New
       York does not serve as Trustee for such Fund.

                                       23

<PAGE>

                         EXECUTION OF ADOPTION AGREEMENT

By execution of this Adoption Agreement by a duly authorized representative of
the Employer, the Employer acknowledges that It has established or, as the case
may be, amended a tax-qualified retirement plan into the Name of Employer
Employees' Savings & Profit Sharing Plan and Trust (the "Plan The Employer
hereby represents and agrees that it will assume full fiduciary responsibility
for the operation of the Plan and for complying with all duties and requirements
imposed under applicable law, including, but not limited to, the Employee
Retirement Income Security Act of 1974, as amended, and the Internal Revenue
Code of 1986, as amended. In addition, the Employer represents and agrees that
it will accept full responsibility for complying with any applicable
requirements of federal or state securities law as such laws may apply to the
Plan and to any investments thereunder. The Employer further acknowledges that
any opinion letter issued with respect to the Adoption Agreement and the
Employees' Savings and Profit Sharing Plan. Basic Plan Document by the Internal
Revenue Service ("IRS") to Pentegra Services, Inc., as sponsor of the Employees'
Savings & Profit Sharing Plan, does not constitute a ruling or a determination
with respect to the tax-qualified status of the Plan as adopted by the Employer.
Further, the adopting Employer may not rely on an opinion letter issued by the
National Office of the IRS as evidence that the Plan is qualified under Section
401 of the Internal Revenue Code. In order to obtain reliance with respect to
plan qualification, the Employer must apply to Employee Plans Determinations of
the Internal Revenue Service Key District Office for a determination letter.

The failure to properly complete the Adoption Agreement may result in
disqualification of the Plan and Trust evidenced thereby.

The Sponsor will inform the Employer of any amendments to the Plan or of the
discontinuance or abandonment of the Plan by the Sponsor.

Any inquiries regarding the adoption of the Plan should be directed to the
Sponsor as follows:

                                        Pentegra Services, Inc.
                                        108 Corporate Park Drive
                                        White Plains, New York 10604
                                        (914) 694-1300

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed by its duly authorized officer this 28 day of December, 2001.

                                       24

<PAGE>

                                   Name of Employer


                                   By:   /s/ Greogory J. Kreis
                                      -------------------------------


                                   Name: Gregory J. Kreis
                                        -----------------------------


                                   Title: President and Chief Executive Officer
                                          -------------------------------------

                                       25

<PAGE>
                                Amendment to the
                           Oswego County Savings Bank
               Employees' Savings & Profit Sharing Plan and Trust

1.  Effective 2/1, 2002, the Oswego County Savings Bank Employees' Savings &
    Profit Sharing Plan and Trust (the "Plan") is amended as follows:

    a)     Article III of the Plan document is amended by adding the following
           to the end of such Article:

           The Employer may elect, in its Adoption Agreement, to provide
           catch-up contributions whereby 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 will be eligible to make catch-up
           contributions in accordance with, and subject to the limitations of,
           Section 414(v) of the Internal Revenue 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.

    b)     The Adoption Agreement for the Plan is amended by adding the
           following to the end of the Section entitled "Contributions":

           Catch-up Contributions:

           A Member who meets the requirements to make catch-up contributions
           under Section 414(v) of the Code shall be eligible to make catch-up
           contributions under the Plan.

2.  Effective 2/1, 2002, the Adoption Agreement for the Plan is amended to
    provide that the maximum amount of monthly contributions a Member may make
    to the Plan (both pre-tax deferrals and after-tax contributions) is 15%
    (enter an amount from 1%-75% in 1% increments) of the Member's Plan Salary.

Upon execution by the Employer of this Amendment, the Adoption Agreement, as
amended, together with the Sponsor's Employees' Savings & Profit Sharing Plan,
as amended, and Trust Agreement (the "Agreement"), shall constitute the Oswego
County Savings Bank Employees' Savings & Profit Sharing Plan and Trust.

IN WITNESS WHEREOF, Oswego County Savings Bank has caused this Amendment to the
Agreement to be executed by its duly authorized officers this 29 day of January,
2002.

                                    /s/ Gregory J. Kreis
                                   ---------------------------------------------
                                    Signature of Authorized Officer


                                    President and Chief Executive Officer
                                   ---------------------------------------------
                                              Title of Officer

<PAGE>


                             PENTEGRA SERVICES, INC.




                    EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                               BASIC PLAN DOCUMENT

<PAGE>

                               Table of Contents
                               -----------------

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
ARTICLE I         PURPOSE AND DEFINITIONS.................................................    1

Section 1.1   ............................................................................    1

Section 1.2   ............................................................................    1

Section 1.3   ............................................................................    7

ARTICLE II        PARTICIPATION AND MEMBERSHIP............................................    8

Section 2.1   Eligibility Requirements....................................................    8

Section 2.2   Exclusion of Certain Employees..............................................    8

Section 2.3   Waiver of Eligibility Requirements..........................................    9

Section 2.4   Exclusion of Non-Salaried Employees.........................................    9

Section 2.5   Commencement of Participation...............................................    9

Section 2.6   Termination of Participation................................................   10

ARTICLE III       CONTRIBUTIONS...........................................................   10

Section 3.1   Contributions by Members....................................................   10

Section 3.2   Elective Deferrals by Members...............................................   10

Section 3.3   Transfer of Funds and Rollover Contributions by Members.....................   11

Section 3.4   Employer Contributions - General............................................   12

Section 3.5   Employer Matching Contributions.............................................   12

Section 3.6   Employer Basic Contributions................................................   12

Section 3.7   Supplemental Contributions by Employer......................................   13

Section 3.8   The Profit Sharing Feature..................................................   13
</TABLE>

                                       i

<PAGE>

                               Table of Contents
                               -----------------

                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
Section 3.9   The 401(k) Feature.............................................................................  15

Section 3.10  Determining the Actual Deferral Percentage.....................................................  17

Section 3.11  Determining the Actual Contribution Percentages................................................  18

Section 3.12  The Aggregate Limit Test.......................................................................  20

Section 3.13  Remittance of Contributions....................................................................  21

Section 3.14  Safe Harbor CODA...............................................................................  22

ARTICLE IV        INVESTMENT OF CONTRIBUTIONS................................................................  23

Section 4.1   Investment by Trustee or custodian.............................................................  23

Section 4.2   Member Directed Investments....................................................................  23

Section 4.3   Employer Securities............................................................................  24

ARTICLE V         MEMBERS ACCOUNTS, UNITS AND VALUATION......................................................  24

ARTICLE VI        VESTING OF ACCOUNTS........................................................................  25

Section 6.1   Vesting of Member Contributions, 401 Deferrals Contributions, and Rollover Contributions.......  25

Section 6.2   Vesting Employer Contributions.................................................................  25

Section 6.3   Forfeitures....................................................................................  27

ARTICLE VII       WITHDRAWALS AND DISTRIBUTIONS..............................................................  28

Section 7.1   General Provisions.............................................................................  28

Section 7.2   Withdrawals While Employed.....................................................................  29

Section 7.3   Distributions on Termination of Employment.....................................................  31
</TABLE>

                                       ii

<PAGE>

                               Table of Contents
                               -----------------

                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
Section 7.4   Distributions Due to Disability................................................................  35

Section 7.5   Distributions Due to Death.....................................................................  35

Section 7.6   Minimum Required Distributions.................................................................  36

ARTICLE VIII      LOAN PROGRAM...............................................................................  36

Section 8.1   General Provisions.............................................................................  36

Section 8.2   Loan Application...............................................................................  37

Section 8.3   Permitted Loan Amount..........................................................................  38

Section 8.4   Source of Funds for Loan.......................................................................  38

Section 8.5   Conditions of Loan.............................................................................  39

Section 8.6   Crediting of Repayment.........................................................................  39

Section 8.7   Cessation of Payments on Loan..................................................................  39

Section 8.8   Loans to Former Members........................................................................  40

ARTICLE IX        ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES..................................  40

Section 9.1   Fiduciaries....................................................................................  40

Section 9.2   Allocation of Responsibilities Among the Fiduciaries...........................................  41

Section 9.3   No Joint Fiduciary Responsibilities............................................................  43

Section 9.4   Investment Manager.............................................................................  43

Section 9.5   Advisor to Fiduciary...........................................................................  43

Section 9.6   Service in Multiple Capacities.................................................................  44

</TABLE>

                                      iii

<PAGE>

                               Table of Contents
                               -----------------

                                  (Continued)

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
Section 9.7   Appointment of Plan Administrator...........................................   44

Section 9.8   Powers of the Plan Administrator............................................   44

Section 9.9   Duties of the Plan Administrator............................................   44

Section 9.10  Action by the Plan Administrator............................................   45

Section 9.11  Discretionary Action........................................................   45

Section 9.12  Compensation and Expenses of Plan Administrators............................   45

Section 9.13  Reliance on Others..........................................................   45

Section 9.14  Self Interest...............................................................   45

Section 9.15  Personal Liability - Indemnification........................................   45

Section 9.16  Insurance...................................................................   46

Section 9.17  Claims Procedures...........................................................   46

Section 9.18  Claims Review Procedures....................................................   46

ARTICLE X         MISCELLANEOUS PROVISIONS................................................   47

Section 10.1  General Limitations.........................................................   47

Section 10.2  Top Heavy Provisions........................................................   49

Section 10.3  Information and Communications..............................................   51

Section 10.4  Small Account Balances......................................................   52

Section 10.5  Amounts Payable to Incompetents, Minors or Estates..........................   52

Section 10.6  Non-Alienation of Amounts Payable...........................................   52

Section 10.7  Unclaimed Amounts Payable...................................................   52
</TABLE>

                                       iv

<PAGE>

                                Table of Contents

                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                <C>
Section 10.8      Leaves of Absence...............................................................  53

Section 10.9      Return of Contributions to Employer.............................................  54

Section 10.10     Controlling Law.................................................................  54

ARTICLE XI            AMENDMENT & TERMINATION.....................................................  54

Section 11.1      General.........................................................................  54

Section 11.2      Termination of Plan and Trust...................................................  55

Section 11.3      Liquidation of Trust Assets in the Event of Termination.........................  55

Section 11.4      Partial Termination.............................................................  55

Section 11.5      Power to Amend..................................................................  55

Section 11.6      Solely for Benefit Members, Terminated Members and Their Beneficiaries..........  56

Section 11.7      Successor to Business of the Employer...........................................  56

Section 11.8      Merger, Consolidation and Transfer..............................................  56

Section 11.9      Revocability....................................................................  57

TRUSTS ESTABLISHED UNDER THE PLAN.................................................................  58
</TABLE>

                                        v

<PAGE>

                                    ARTICLE I
                             PURPOSE AND DEFINITIONS

Section 1.1

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

Section 1.2

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

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

(B)  "Actual Deferral Percentage Test Safe Harbor" means the method described in
     Section 3.14 (A) of Article III for satisfying the actual deferral
     percentage test of 401(k)(3) of the Code.

(C)  "Actual Deferral Percentage Test Safe Harbor Contributions" means Employer
     matching contributions and non-elective contributions described in section
     3.14 (A) (1) of Article III.

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

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

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

                                       1

<PAGE>

(G)  "Break in Service" means:

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

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

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

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

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

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

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

(M)  "Employee" means any person in Employment, and who receives compensation
     from, the Employer, and any leased employee within the meaning of Section
     414(n)(2) of the Code. Notwithstanding the foregoing, if such leased
     employees

                                       2

<PAGE>

     constitute no more than twenty percent (20%) of the Employer's non-highly
     compensated work force within the meaning of Section 414(n)(5) of the Code,
     such leased employees shall not be considered Employees if they are covered
     by a plan meeting the safe harbor requirements of Section 414(n)(5) of the
     Code.

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

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

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

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

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

(S)  "Highly Compensated Employee" means for Plan Years beginning after December
     31, 1996, an Employee (i) who is a 5 percent owner at any time during the
     look- back year or determination year, or (ii)(a) who is employed during
     the determination year and who during the look-back year received
     compensation from the Employer in excess of $80,000 (as adjusted pursuant
     to the Code and Regulations for changes in the cost of living), and (b) if
     elected by the Employer was in the top-paid group of Employees for such
     look-back year.

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

                                       3

<PAGE>

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

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

(T)  "Hour of Employment" means each hour during which an Employee performs
     service (or is treated as performing service as required by law) for the
     Employer and, except in the case of military service, for which he is
     directly or indirectly paid, or entitled to payment, by the Employer
     (including any back pay irrespective of mitigation of damages), air as
     determined in accordance with applicable DOL Regulations.

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

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

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

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

(Y)  Month" means any calendar month.

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

(AA) "Non-highly Compensated Employee" means an Employee who is not a Highly
     Compensated Employee.

(BB) "Normal Retirement Age" means the Member's sixty-fifth (65th) birthday
     unless otherwise specified in the Adoption Agreement.

(CC) "Period of Service" means the aggregate of all periods commencing with the
     Employee's first day of employment or reemployment with the Employer and
     ending on the date a Break in Service begins. The first day of employment
     or reemployment is the first day the Employee performs an Hour of
     Employment. An Employee will also receive credit for any Period of
     Severance of less than 12 consecutive months, provided that the Employee
     returns to Employment within 12 months of the Employee's retirement, quit
     or discharge or, if earlier, within 12

                                       4

<PAGE>

     months of the date the Employee was first absent from service for any other
     reason.

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

     In the case of an individual who is absent from work for maternity or
     paternity reasons, the 1 2-consecutive month period beginning on the first
     anniversary of the first day of such absence shall not con a Break in
     Service. For purposes of this paragraph, an absence from work for maternity
     or paternity reasons means an absence (a) by reason of the pregnancy of the
     individual, (b) by reason of the birth of a child of the individual, (c) by
     reason of the placement of a child with the individual in connection with
     the adoption of such child by such individual, or Id) for purposes of
     caring for such child for a period beginning immediately following such
     birth or placement.

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

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

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

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

(II) "Salary" means regular basic monthly salary or wages, exclusive of special
     payments such as overtime, bonuses, fees, deferred compensation (other than
     pre-tax elective deferrals pursuant to a Member's election under Article
     III), severance payments, and contributions by the Employer under this or
     any other plan (other than before-tax contributions made on behalf of a
     Member under a Code Section 125 cafeteria plan and qualified transportation
     fringe benefits under Code Section 132(f), unless the Employer specifically
     elects to exclude such contributions or benefits). Commissions shall be
     included at the Employer's option within such limits, if any, as may be set
     by the Employer in the Adoption Agreement and applied uniformly to all its
     commissioned Employees. In addition, Salary may also include, at the
     Employer's option, special payments such as (i) overtime or (ii) overtime
     plus bonuses. As an alternative to the foregoing definition, at the
     Employer's option, Salary may be defined to include total taxable
     compensation reported on the Member's IRS Form W-2, plus deferrals, if

                                       5

<PAGE>

     any, pursuant to Section 401(k) of the Code and pursuant to Section 125 of
     the Code (unless the Employer specifically elects to exclude such Section
     125 deferrals), but excluding compensation deferred from previous years. In
     no event may a Member's Salary for any Plan Year exceed for purposes of the
     Plan $150,000 (adjusted for cost of living to the extent permitted by the
     Code and the IRS Regulations).

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

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

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

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

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

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

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

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

(QQ) "Unit" means the unit of measure described in Article V of a Members
     proportionate interest in the available Investment Funds (as defined in
     Article IV).

(RR) "Valuation Date" means any business day of any month for the Trustee,
     except that in the event the underlying portfolio(s) of any Investment Fund
     cannot be valued on such date, the Valuation Date for such Investment Fund
     shall be the

                                       6

<PAGE>

     next subsequent date on which the underlying portfolio(s) can be valued.
     Valuations shall be made as of the close of business on such Valuation
     Date(s).

(SS) "Year of Employment" means a period of service of 12 months.

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

(UU) "Year of Eligibility Service" means where an Employer designates a one or
     two 12- consecutive-month eligibility waiting period, an Employee must
     complete at least 1 ,000 Hours of Employment during each
     12-consecutive-month period (measured from his date of Employment and then
     as of the first day of each Plan Year commencing after such date of
     Employment); provided, however, if an Employee is credited with 1,000 Hours
     of Employment in both the initial eligibility computation period and the
     first Plan Year which commences prior to the first anniversary of the
     Employee's employment commencement date, the Employee will be credited, for
     eligibility purposes, with two Years of Eligibility Service. Where an
     Employer designates an eligibility waiting period of less than 12 months,
     en Employee must, for purposes of eligibility, complete a required number
     of hours (measured from his date of Employment and each anniversary
     thereafter) which is arrived at by multiplying the number of months in the
     eligibility waiting period requirement by 83 1/3; provided, however, if an
     Employee completes at least 1,000 Hours of Employment within the 12 month
     period commencing on his Employment commencement date or during any Plan
     Year commencing after such Employment commencement date, such Employee will
     be treated as satisfying the eligibility service requirements.

Section 1.3

The masculine pronoun wherever used shall include the feminine pronoun.

                                       7

<PAGE>

                                   ARTICLE II
                          PARTICIPATION AND MEMBERSHIP

Section 2.1       Eligibility Requirements

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

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

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

If a non-vested Member terminates employment without a vested interest in his
Account derived from Employer contributions, Years of Employment (or, as
applicable, Years of Service) before a period of consecutive Breaks in Service
will not be taken into account for eligibility purposes if the number of
consecutive Breaks in Service in such period equals or exceeds the greater of
five or the aggregate number of Years of Employment (or, as applicable Years of
Service) before such break. If a Member's service is disregarded pursuant to
this paragraph, such Member will be treated as a new Employee for eligibility
purposes.

Section 2.2       Exclusion of Certain Employees

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

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

        (ii)      Employees who are included in a unit of Employees covered by a
                  collective bargaining agreement between the Employee
                  representatives

                                       8

<PAGE>

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

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

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

Section 2.3       Waiver of Eligibility Requirements

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

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

Section 2.4       Exclusion of Non-Salaried Employees

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

Section 2.5       Commencement of Participation

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

(1)     The Employers Commencement Date, or

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

                                       9

<PAGE>

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

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

Section 2.6       Termination of Participation

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

                                   ARTICLE III
                                  CONTRIBUTIONS

Section 3.1       Contributions by Members

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

Section 3.2       Elective Deferrals by Members

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

                                       10

<PAGE>

or suspend his 40 deferrals as designated in the Adoption Agreement, but reduced
or suspended deferrals may not subsequently be made up.

Notwithstanding any other provision of the Plan, no Member may make 401(k)
deferrals during any Plan Year in excess of $7,000 multiplied by the adjustment
factor as provided by the Secretary of the Treasury. The adjustment factor shall
mean the cost of living adjustment factor prescribed by the Secretary of the
Treasury under Section 402(g)(5) of the Code for years beginning after December
31, 1987, as applied to Such items and in such manner as the Secretary shall
provide. In the event that the aggregate amount of such 401(k) deferrals for a
Member exceeds the limitation in the previous sentence, the amount of such
excess, increased by any income and decreased by any losses attributable
thereto, shall be refunded to such Member no. later than the April 15 of the
Plan Year following the Plan Year for which the 401(k) deferrals were made. If a
Member also participates, in any Plan Year, in any other plans subject to the
limitations set forth in Section 402(g) of the Code and has made excess 401(k)
deferrals under this Plan when combined with the other plans subject to such
limits, to the extent the Member, in writing designates to the TPA any 40
deferrals under this Plan as excess deferrals by no later than the March 1 of
the Plan Year following the Plan Year for which the 401(k) deferrals were made,
the amount of such designated excess, increased by any income and decreased by
any losses attributable thereto, shall be refunded to the Member no later than
the April 15 of the Plan Year following the Plan Year for which the 401(k)
deferrals were made.

Section 3.3     Transfer of Funds and Rollover Contributions by Members

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

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

The Trustee of the Plan may also accept a direct transfer of funds, which meets
the requirements of Section 1.411 (d)-4 of the IRS Regulations, from a plan
which the Trustee reasonably believes to be qualified under Section 401(a) of
the Code in which an Employee was, is, or will become, as the case may be, a
participant. If the funds so directly transferred are transferred from a
retirement plan subject to Code Section 401(a)(11), then such funds shall be
accounted for separately and any subsequent distribution of those funds, and
earnings thereon, shall be subject to the provisions of Section 7.3 which are
applicable when an Employer elects to provide an annuity option under the Plan.

                                       11

<PAGE>

Section 3.4     Employer Contributions - General

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

Section 3.5     Employer Matching Contributions

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

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

<TABLE>
<CAPTION>
                                            Years of Employment              Matching %
                                     ---------------------------------  --------------------
       <S>                           <C>                                <C>
       Formula Step 1                Less than 3                                   50%
                                     At least 3 but less than 5                    75%
                                     5 or more                                    100%

       Formula Step 1                Less than 3                                  100%
                                     At least 3 but less than 5                   150%
                                     5 or more                                    200%
</TABLE>

Section 3.6     Employer Basic Contributions

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

                                       12

<PAGE>

Section 3.7     Supplemental Contributions by Employer

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

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

Formula (2)     A uniform dollar amount per Member or a uniform percentage
                (limited to a specific dollar amount, if elected by the
                Employer) of each Member Salary for the Plan Year (or, at the
                election of the Employer, the Employer's fiscal year) to which
                the supplemental contribution relates. If the Employer elects to
                make such a supplemental contribution, it shall be made within
                the time prescribed by law, including extensions of time, for
                filing of the Employer's federal income tax return on behalf of
                all those Members who were employed with the Employer on the
                last working day of the Plan Year (or the fiscal year) to which
                the supplemental contribution relates. The Employer may, at its
                option, elect to make a contribution under this paragraph to
                only those Members whose Salary is less than an amount to be
                specified by the Employer to the extent that such Salary limit
                is less than the dollar amount under Section 414(q) of the Code
                for such year. The percentage contributed under this Formula (2)
                shall be limited in accordance with the Employer's matching
                formula and basic contribution rate, if any, under this Article
                such that the sum of the Employer's Formula (2) supplemental
                contribution plus all other Employer contributions under this
                Article shall not exceed 15% of Salary for such year.

Section 3.8     The Profit Sharing Feature

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

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

                                       13

<PAGE>

Employer under the provisions of Section 404 of the Code, and further subject to
the provisions of Article X.

Any such profit sharing contribution must be received by the Trustee within the
time prescribed by law, including extensions of time, for filing of the
Employer's federal income tax return following the close of the Contribution
Determination Period on behalf of all those Members who are entitled to an
allocation of such profit sharing contribution as set forth in the Adoption
Agreement. For purposes of making the allocations described in this paragraph, a
Member who is on a Type 1 nonmilitary Leave of Absence (as defined in Sections
1.2(W) and 10.8(B)(1)) or a Type 4 military Leave of Absence (as defined in
Sections 1.2(W) and 10.8(B)(4)) shall be treated as if he were a Member who was
an Employee in Employment on the last day of such Contribution Determination
Period.

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

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

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

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

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

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

                                       14

<PAGE>

                               Percentage for such Contribution Determination
                               Period, plus a uniform percentage (as specified
                               by the Employer in the Adoption Agreement) of
                               each Member's Salary for the portion of the
                               Contribution Determination Period during which
                               the Member satisfied the Employer's eligibility
                               requirement(s), equal to the Excess Contribution
                               Percentage.

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

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

Section 3.9     The 401(k) Feature

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

The Employer may make, apart from any matching contributions it may elect to
make, Employer qualified nonelective contributions as defined in Section 1.401
(k)-1(g)(13) of the Regulations. The amount of such contributions shall not
exceed 15% of the Salary of all Members eligible to share in the allocation when
combined with all Employer contributions (including 401(k) elective deferrals)
to the Plan for such Plan Year. Allocation of such contributions shall be made,
at the election of the Employer, to the accounts of (i) all Members, or (ii)
only Members who are not Highly Compensated Employees. Allocation of such
contributions shall be made, at the election of the Employer, in the ratio (i)
which each eligible Member's Salary for the Plan Year bears to the total Salary
of all eligible Members for such Plan Year, or (ii) which each eligible Member's
Salary not in excess of a fixed dollar amount specified by the Employer for the
Plan Year bears to the total Salary of all eligible Members taking into account
Salary for each such Member pot in excess of the specified dollar amount.
Notwithstanding any provision of the Plan to the contrary, such contributions
shall be subject to the same vesting requirements and distribution restrictions
as Members' 401(k) deferrals and shall riot be conditioned on any election or
contribution of the Member under the 401(k) feature. Any such contributions must
be made on or before the last day of the second month after the Plan Year to
which the contribution relates. Further, for purposes of the actual deferral
percentage or actual contribution percentage tests described below, the Employer
may apply (in accordance with applicable Regulations) all or any portion of the
Employer qualified nonelective contributions for the Plan Year toward the
satisfaction of

                                       15

<PAGE>

the actual deferral percentage test. Any remaining Employer qualified
nonelective contributions not utilized to satisfy the actual deferral percentage
test may be applied (in accordance with applicable Regulations) to satisfy the
actual contribution percentage test.

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

(i)    Prior Year Testing

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

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

       (b)    the actual deferral percentage for a Plan Year for Members who are
              Highly Compensated Employees for the Plan Year shall not exceed
              the prior year's actual deferral percentage for Members who were
              Non-Highly Compensated Employees for the prior Plan Year
              multiplied by 2.0, provided that the actual deferral percentage
              for Members who are Highly Compensated Employees does not exceed
              the actual deferral percentage for Members who were Non-Highly
              Compensated Employees in the prior Plan Year by more than 2
              percentage points. This determination shall be made in accordance
              with the procedure described in Section 3.10 below. For the first
              Plan Year that the Plan permits any Member to make elective
              deferrals and this is not a successor plan, for purposes of the
              foregoing tests, the prior year's Non-Highly Compensated
              Employees' actual deferral percentage shall be 3 percent unless
              the Employer has elected in the Adoption Agreement to use the
              current Plan Year's actual deferral percentage for these Members.
              The Employer may elect in the Adoption Agreement to change from
              the Prior Year Testing method to the Current Year Testing method
              in accordance with the Code and IRS Regulations.

(ii)   Current Year Testing

       If elected by the Employer in the Adoption Agreement, the actual deferral
       percentage tests in (a) and (b) above, will be applied by comparing the
       current Plan Year's actual deferral percentage for Members who are Highly
       Compensated Employees for such Plan Year with the current Plan Year's
       actual deferral percentage for Members who are Non-Highly Compensated
       Employees for such year. Once made, this election can only be changed and
       the Prior Year Testing

                                       16

<PAGE>

       method applied if the Plan meets the requirements for changing to Prior
       Year Testing set forth in IRS Notice 98-1 (or superseding guidance).

Section 3.10    Determining the Actual Deferral Percentage

For purposes of this 401(k) Feature, the actual deferral percentage for a Plan
Year means, for a specified group of Members for a Plan Year, the average of the
ratios (calculated separately for each Member in such group) of (a) the amount
of 401(k) deferrals (including, as provided in Section 3.9, any Employer
qualified nonelective contributions) made to the Members account for the Plan
Year, to (b) the amount of the Member's compensation (as defined in Section
414(s) of the Code) for the Plan Year or, alternatively, where specifically
elected by the Employer, for only that part of the Plan Year during which the
Member was eligible to participate in the Plan.

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

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

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

For purposes of this 401(k) Feature, "excess contributions" means, with respect
to any Plan Year, the excess of the aggregate amount of 40 deferrals (and any
other amounts contributed by the Employer that are taken into account in
determining the actual deferral percentage of Highly Compensated Employees for
such Plan Year) (collectively, "401(k) amounts") made to the accounts of Highly
Compensated Employees for such Plan Year, over the maximum amount of such
deferrals that could be made by such Members without violating the requirements
described above. The excess contributions to be

                                       17

<PAGE>

distributed shall be determined by reducing 401(k) amounts made by or on behalf
of Highly Compensated Employees beginning with the Highly Compensated Employee
with the largest 401(k) amounts for the Plan Year until such amount is reduced
to be equal to the Highly Compensated Employee with the next largest 401 (k)
amount. The procedure described in the preceding sentence shall be repeated
until all excess contributions have been eliminated and, as applicable,
refunded.

Section 3.11    Determining the Actual Contribution Percentages

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

(i)    Prior Year Testing

       (a)    the actual contribution percentage for a Plan Year for Members who
              are Highly Compensated Employees for the Plan Year shall not
              exceed the prior Plan Year's actual contribution percentage for
              Members who were Non-Highly Compensated Employees for the prior
              Plan Year multiplied by 1.25, or

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

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

(ii)   Current Year Testing

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

                                       18

<PAGE>

       changing to Prior Year Testing set forth in IRS Notice 98-1 (or
       superseding guidance).

       For purposes of this Article III, the "actual contribution percentage"
       for a Plan Year means for a specified group of Employees, the average of
       the ratios (calculated separately for each Employee in such group) of (A)
       the sum of (i) Member after-tax contributions credited to his Account for
       the Plan Year, (ii) Employer matching contributions and/or supplemental
       contributions under Formula 1 credited to his Account as described in
       this Article for the Plan Year, and (iii) in accordance with and to the
       extent permitted by the IRS Regulations, 401k) deferrals (and, as
       provided in Section 3.9, any Employer qualified nonelective
       contributions) credited to his Account, to (B) the amount of the Member's
       compensation (as defined in Section 414(s) of the Code) for the Plan Year
       or, alternatively, where specifically elected by the Employer, for only
       that part of the Plan Year during which the Member was eligible to
       participate in the Plan. An Employee's actual contribution percentage
       shall be zero if no such contributions are made by him or on his behalf
       for such Plan Year.

       The actual contribution percentage taken into account for any Highly
       Compensated Employee who is eligible to make Member contributions or
       receive Employer matching contributions under two or more plans described
       in Section 401(a) of the Code or arrangements described in Section 401(k)
       of the Code that are maintained by the Employer shall be determined as if
       all such contributions were made under a single plan.

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

       For purposes of this Article III, "excess aggregate contributions" means,
       with respect to any Plan Year and with respect to any Member, the excess
       of the aggregate amount of contributions (and any earnings and losses
       allocable thereto) made as (i) Member after-tax contributions credited to
       his Account for the Plan Year, (ii) Employer matching contributions
       and/or supplemental contributions under Formula 1 credited to his Account
       as described in this Article for the Plan

                                       19

<PAGE>

       Year, and (iii) in accordance with and to the extent permitted by the IRS
       Regulations, 401(k) deferrals (and, as provided in Section 3.9, any
       Employer qualified nonelective contributions) credited to his Account (if
       the Plan Administrator elects to take into account such deferrals and
       contributions when calculating the actual contribution percentage) of
       Highly Compensated Employees for such Plan Year, over the maximum amount
       of such contributions that could be made as Employer contributions,
       Member contributions and 401(k) deferrals of such Members without
       violating the requirements of any Subparagraph of this Section 3.11.

       To the extent excess aggregate contributions must be refunded or
       forfeited for a Plan Year, such excess amounts will be refunded (or, as
       applicable, forfeited) first to the Highly Compensated Employees with the
       largest Contribution Percentage Amounts (as defined below) taken into
       account in calculating the actual contribution percentage test for the
       year the excess arose arid continuing in descending order until all the
       excess aggregate contributions are refunded (or, as applicable,
       forfeited). For purposes for the preceding sentence, the "largest amount"
       is determined after distribution of any excess aggregate contributions.
       For purposes of this paragraph, "Contribution Percentage Amounts" means
       the sum of Member after-tax contributions, Employer matching
       contributions, Employer supplemental contributions under Formula (1), and
       qualified matching contributions (to the extent not taken into account
       for purposes of the actual deferral percentage test) made under the Plan
       on behalf of the Member for the Plan Year. However, such Contribution
       Percentage Amounts shall not include Employer matching contributions that
       are forfeited either to correct excess aggregate contributions or because
       the contributions to which they relate are excess deferrals, excess
       contributions or excess aggregate contributions.

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

Section 3.12    The Aggregate Limit Test

Notwithstanding any other provision of the Plan, effective for Plan Years
beginning after December 31, 1996, the sum of the actual deferral percentage and
the actual contribution percentage determined in accordance with the procedures
described above of those Employees who are Highly Compensated Employees may not
exceed the aggregate limit as determined below.

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

(1)    The sum of:

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

                                       20

<PAGE>

              percentage of the Non-Highly Compensated Employees for the Plan
              Year, and

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

(2)    The sum of:

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

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

The TRA shall determine as of the end of the Plan Year whether the aggregate
limit has been exceeded. This determination shall be made after first
determining the treatment of excess deferrals within the meaning of Section
402(g) of the Code under Section 3.2 above, then determining the treatment of
excess contributions under Section 3.10 above, and then determining the
treatment of excess aggregate contributions under this Article III. In the event
that the aggregate limit is exceeded, the actual contribution percentage of
those Employees who are Highly Compensated Employees shall be reduced in the
same manner as described in Section 3.11 of this Article until the aggregate
limit is no longer exceeded, unless the TPA designates, in lieu of the reduction
of the actual contribution percentage, a reduction in the actual deferral
percentage of those Employees who are Highly Compensated Employees, which
reduction shall occur in the same manner as described in Section 3.10 of this
Article until the aggregate limit is no longer exceeded. Notwithstanding the
provisions of Sections 3.2 and 3.10 above, the amount of excess contributions to
be distributed, with respect to a Member for a Plan Year, shall be reduced by
any excess deferrals distributed to such Member for such Plan Year.

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

                                       21

<PAGE>

Section 3.13    Remittance of Contributions

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

Section 3.14    Safe Harbor CODA

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

(A)    Actual Deferral Percentage Test Safe Harbor

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

       (2)    The Member's benefit derived from ADP Test Safe Harbor
              Contributions is nonforfeitable and may not be distributed earlier
              than separation from service, death, disability, an event
              described in (S)401(k)(10) of the Code, or the attainment of age
              59 1/2. In addition, such contributions must satisfy the ADP Test
              Safe Harbor without regard to permitted disparity under (S)40 of
              the Code.

       (3)    At least 30 days, but not more than 90 days, before the beginning
              of the Plan Year, the Employer will provide each Eligible Employee
              a comprehensive notice of the Employee's rights and obligations
              under the Plan, written in a manner calculated to be understood by
              the average Eligible Employee. If an Employee becomes eligible
              after the 90 day

                                       22

<PAGE>

              before the beginning of the Plan Year and does not receive the
              notice for that reason, the notice must be provided no more than
              90 days before the Employee becomes eligible but not later than
              the date the Employee becomes eligible.

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

                                   ARTICLE IV
                           INVESTMENT OF CONTRIBUTIONS

Section 4.1     Investment by Trustee or custodian

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

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

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

To the extent made available under the Plan, the Employer may elect, in the
Adoption Agreement, to allow Members to direct the investment of their Accounts,
pursuant to, and in accordance with, such rules and procedures as may be
prescribed by the Employer or the Plan Sponsor, to a self-directed brokerage
account.

Section 4.2     Member Directed Investments

To the extent permitted by the Employer as set forth in the Adoption Agreement,
each Member shall direct in writing that his contributions and deferrals, if
any, and the contributions made by the Employer on his behalf shall be invested
(a) entirely in any one of the investment vehicles made available by the
Employer, or (b) among the available investment vehicles in any combination of
multiples of 1%. if a Member has made any Rollover contributions in accordance
with Article III, Section 3.3, such

                                       23

<PAGE>

Member may elect to apply separate investment directions to such rollover
amounts. Any such investment direction shall be followed by the TPA until
changed. Subject to the provisions of the following paragraphs of this Section
as designated in the Adoption Agreement, a Member may change his investment
direction as to future contributions and also as to the value of his accumulated
Units in each of the available investments by filing written notice with the
TPA. Such directed change(s) will become effective upon the Valuation Date
coinciding with or next following the date which his notice was received by the
TPA or as soon as administratively practicable thereafter. If the Adoption
Agreement provides for Member directed investments, and if a Member does not
make a written designation of an Investment Fund or Funds, or other investment
vehicle, the Employer or its designee shall direct the Trustee to invest all
amounts held or received on account of the Member in the Investment Fund which
in the opinion of the Employer best protects principal.

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

Section 4.3     Employer Securities

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

                                   ARTICLE V
                      MEMBERS ACCOUNTS, UNITS AND VALUATION

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

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

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

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

                                       24

<PAGE>

investments held in that account shall be valued by the brokerage firm
maintaining such account in accordance with such procedures as may be determined
by such brokerage firm.

                                   ARTICLE VI
                               VESTING OF ACCOUNTS

Section 6.1     Vesting of Member Contributions. 401 Deferrals Contributions,
                and Rollover Contributions

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

Section 6.2     Vesting Employer Contributions

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

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

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

<TABLE>
<CAPTION>
                                       Completed
                                  Years of Employment             Vested Percentage
                          ----------------------------------- -------------------------
                          <S>                                 <C>
                          Less than 2                                     0%
                          2 but less than 3                              20%
                          3 but less than 4                              40%
                          4 but less than 5                              60%
                          5 but less than 6                              80%
                          6 or more                                     100%
</TABLE>


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

<TABLE>
<CAPTION>
                                       Completed
                                  Years of Employment             Vested Percentage
                          ----------------------------------- -------------------------
                          <S>                                 <C>
                          Less than 5                                     0%
                          5 or more                                     100%
</TABLE>

                                       25

<PAGE>

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

<TABLE>
<CAPTION>
                                       Completed
                                  Years of Employment             Vested Percentage
                          ----------------------------------- -------------------------
                          <S>                                 <C>
                          Less than 3                                      0%
                          3 or more                                      100%
</TABLE>

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

<TABLE>
<CAPTION>
                                       Completed
                                  Years of Employment             Vested Percentage
                          ----------------------------------- -------------------------
                          <S>                                 <C>
                          Less than 1                                      0%
                          1 but less than 2                               25%
                          2 but less than 3                               50%
                          3 but less than 4                               75%
                          4 or more                                      100%
</TABLE>

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

<TABLE>
<CAPTION>
                                       Completed
                                  Years of Employment             Vested Percentage
                          ----------------------------------- -------------------------
                          <S>                                 <C>
                          Less than 3                                      0%
                          3 but less than 4                               20%
                          4 but less than 5                               40%
                          5 but less than 6                               60%
                          6 but less than 7                               80%
                          7 or more                                      100%
</TABLE>

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

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

Except as otherwise provided hereunder, in the event that the Employer adopts
the Plan as a successor plan to another defined contribution plan qualified
under Sections 401(a) and 501 (a) of the Code, or in the event that the Employer
changes or amends a vesting schedule adopted under this Article, any Member who
was covered under such

                                       26

<PAGE>

predecessor plan or, the pre-amendment vesting schedule under the Plan, and has
completed at least 3 Years of Employment (or, as applicable, 3 years of service)
may elect to have the nonforfeitable percentage of the portion of his Account
which is subject to such vesting schedule computed under such predecessor plan's
vesting provisions, or computed without regard to such change or amendment under
the Plan (a "Vesting Election"). Any Vesting Election shall be made by notifying
the TPA in writing within the election period hereinafter described. The
election period shall begin on the date such amendment is adopted or the date
such change is effective, or the date the Plan, which serves as a successor
plan, is adopted or effective, as the case may be, and shall end no earlier than
the latest of the following dates: (i) the date which is 60 days after the day
such amendment is adopted; (ii) the date which is 60 days after the day such
amendment or change becomes effective; (iii) the date which is 60 days after the
day the Member is given written notice of such amendment or change by the TPA;
(iv) the date which is 60 days after the day the Plan is adopted by the Employer
or becomes effective; or (v) the date which is 60 days after the day the Member
is given written notice that the Plan has been designated as a successor plan.
Any such election, once made, shall be irrevocable.

To the extent permitted under the Code and Regulations, the Employer may, at its
option, elect to treat all Members who are eligible to make a Vesting Election
as having made such Vesting Election if the vesting schedule resulting from such
an election is more favorable than the Vesting Schedule that would apply
pursuant to the Plan amendment. Furthermore, subject to the requirements of the
applicable Regulations, the Employer may elect to treat all Members, who were
employed by the Employer on or before the effective date of the change or
amendment, as subject to the prior vesting schedule, provided such prior
schedule is more favorable.

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

Section 6.3  Forfeitures

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

                                       27

<PAGE>

one-year Breaks in Service equals or exceeds the greater of (i) 5, or (ii) the
aggregate number of the Member Years Employment (or, as applicable, Years of
Service) prior to such Break in Service, his Account shall be restored in the
same manner as if such Member had been partially vested at the time of his
termination of Employment and had his nonvested Account restored upon a return
to employment, and his Years of Employment (or, as applicable, Years of Service)
prior to incurring the first Break in Service shall be included in any
subsequent determination of his vesting service.

Forfeited amounts, as described in the preceding paragraph, shall be made
available to the Employer, through a transfer from the Member's Account to the
Employer Credit Account, upon: (1) if the Member had a vested interest in his
Account at his termination of Employment, the earlier of (i) the date as of
which the Member receives a distribution of his entire vested interest in his
Account or (ii) the date upon which the Member incurs 5 consecutive one-year
Breaks in Service, or (2) the date of the Member's termination of Employment, if
the Member then has no vested interest in his Account. Once so transferred, such
amounts shall be used at the option of the Employer to (i) reduce administrative
expenses for that Contribution Determination Period, (ii) offset any
contributions to be made by the Employer for that Contribution Determination
Period or (iii) be allocated to all eligible Members deemed to be employed as of
the last day of the Contribution Determination Period. The Employer Credit
Account, referenced in this Subparagraph, shall be maintained to receive, in
addition to the forfeitures described above, Ii contributions in excess of the
limitations contained in Section 415 of the Code, (ii) Employer contributions
made in advance of the date allocable to Members, if any, and (iii) amounts, if
any, forfeited pursuant to Sections 3.10 and 3.11.

                                  ARTICLE VII
                          WITHDRAWALS AND DISTRIBUTIONS

Section 7.1  General Provisions

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

                                       28

<PAGE>

to Unit investments in such Investment Fund on the date the Member's investment
is redeemed.

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

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

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

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

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

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

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

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

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

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

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

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

Section 7.2  Withdrawals While Employed

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

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

Notwithstanding the foregoing paragraph, a Member may not withdraw any matching,
basic, supplemental, profit sharing or, solely in the case of the events
described in clause (iii) or (iv), qualified nonelective contributions made by
the Employer under Article III unless (i) the Member has completed 60 months of
participation in the Plan; (ii) the

                                       29

<PAGE>

withdrawal occurs at least 24 months after such contributions were made by the
Employer; (iii) the Employer terminates the Plan without establishing a
qualified successor plan; or (iv) the Member dies, is disabled, retires, attains
age 59 1/2 or terminates Employment. For purposes of the preceding requirements,
if the Member's Account includes amounts which have been transferred from a
defined contribution plan established prior to the adoption of the Plan by the
Employer, the period of time during which amounts were held on behalf of such
Member and the periods of participation of such Member under such defined
contribution plan shall be taken into account.

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

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

Hardship Withdrawals - If designated by the Employer in the Adoption Agreement,
a Member may make a withdrawal of his 401(k) deferrals, Employer qualified
nonelective contributions which are treated as elective deferrals, and any
earnings credited thereto prior to January 1, 1989, prior to attaining age
59 1/2, provided that the withdrawal is solely on account of an immediate and
heavy financial need and is necessary to satisfy such financial need. For the
purposes of this Article, the term "immediate and heavy financial need" shall be
limited to the need of funds for (i) the payment of medical expenses (described
in Section 213(d) of the Code) incurred by the Member, the Member's Spouse, or
any of the Member's dependents (as defined in Section 152 of the Code), (ii) the
payment of tuition and room and board for the next 12 months of post-secondary
education of the Member, the Member's Spouse, the Member's children, or any of
the Member's dependents (as defined in Section 152 of the Code), (iii) the
purchase (excluding mortgage payments) of a principal residence for the Member,
or (iv) the prevention of eviction of the Member from his. principal residence
or the prevention of foreclosure on the mortgage of the Member's principal
residence. For purposes of this

                                       30

<PAGE>

Article, a distribution generally may be treated as "necessary to satisfy a
financial need" if the Plan Administrator reasonably relies upon the Member's
written representation that the need cannot be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by reasonable
liquidation of the Member available assets, to the extent such liquidation would
not itself cause an immediate and heavy financial need, (iii) by cessation of
Member contributions and/or deferrals pursuant to Article Ill of the Plan, to
the extent such contributions and/or deferrals are permitted by the Employer, or
(iv) by other distributions or nontaxable (at the time of the loan) loans from
plans maintained by the Employer or by any other employer, or by borrowing from
commercial sources on reason able commercial terms. The amount of any withdrawal
pursuant to this Article shall not exceed the amount required to meet the
demonstrated financial hardship, including any amounts necessary to pay any
federal income taxes and penalties reasonably anticipated to result from the
distribution as certified to the Plan Administrator by the Member.

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

Section 7.3  Distributions on Termination of Employment

In accordance with the provisions for distributions designated by the Employer
in the Adoption Agreement, a Member who terminates Employment with the Employer
may request a distribution of his Account at any time thereafter up to
attainment of age 70 1/2. Except as otherwise provided by the Employer in the
Adoption Agreement, a Member may withdraw all or a portion of his Account at any
time after termination of employment and any amounts paid under this Article may
not be returned to the Plan.

Any distribution made under this Section 7.3 requires that a Request for
Distribution be filed with the TPA. If a Member does not file such a Request,
the value of his Account will be paid to him as soon as practicable after his
attainment of age 70 1/2, but in no event shall payment commence later than
April 1 of the calendar year following the calendar year in which the Member
attains age 70 1/2 unless otherwise provided by law.

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

Installment Payments - To the extent designated by the Employer in the Adoption
Agreement and in lieu of any lump sum payment of his total Account, a Member who
has terminated his Employment may elect in his Request for Distribution to be
paid in installments (no less frequently than annually), provided that a Member
shall not be permitted to elect an installment period in excess of his remaining
life expectancy (or the joint life expectancy of the Member and his designated
Beneficiary) and if a Member attempts such an election, the TPA shall deem him
to have elected the installment period with the next lowest multiple within the
Member's remaining life expectancy. For

                                       31

<PAGE>

purposes of installment payments under this Section 7.3, the Member's life
expectancy (or the joint life expectancy of the Member and his designated
Beneficiary) shall not be recalculated. The amount of each installment will be
equal to the value of the total Units in the Member Account, multiplied by a
fraction, the numerator of which is one and the denominator of which is the
number of remaining installments including the one then being paid, so that at
the end of the installment period so elected, the total Account will be
liquidated. The value of the Units will be determined in accordance with the
Unit values on the Valuation Date on or next following the TPA's receipt of his
Request for Distribution and on each anniversary thereafter subject to
applicable Regulations under Code Section 401(a)(9). Payment will be made as
soon as practicable after each such Valuation Date, but in no event shall
payment commence later than April 1 of the calendar year following the calendar
year in which the Member attains age 70 1/2 subject to the procedure for making
such distributions described below. The election of installments hereunder may
not be subsequently changed by the Member, except that upon written notice to
the TPA, the Member may withdraw the balance of the Units in his Account in a
lump sum at any time, notwithstanding the fact that the Member previously
received a distribution in the same calendar year.

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

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

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

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

                                       32

<PAGE>

following the date of the Member's death and ending with the payment due on the
first day of the month coinciding with or preceding the date of such Surviving
Spouse's death.

For purposes of this Section 7.3, the term "Preretirement Survivor Annuity"
means a benefit providing for payment of 50% of the Member's Account balance as
of the Valuation Date coinciding with or preceding the date of his death.
Payment of a Preretirement Survivor Annuity shall commence in the month
following the month in which the Member dies or as soon as practicable
thereafter; provided, however, that to the extent required by law, if the value
of the amount used to purchase a Preretirement Survivor Annuity exceeds $3,500,
then payment of the Preretirement Survivor Annuity shall not commence prior to
the date the Member reached (or would have reached, had he lived) Normal
Retirement Age without the written consent of the Member's Surviving Spouse.
Absence of any required consent will result in a deferral of payment of the
Preretirement Survivor Annuity to the month following the month in which occurs
the earlier of (i) the date the required consent is received by the TPA or (ii)
the date the Member would have reached Normal Retirement Age had he lived.

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

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

Notwithstanding the preceding provisions of this Section 7.3, any benefit of
$3,500, subject to the limits of Article X, or less, shall be paid in cash in a
lump sum in full settlement of the Plan's liability therefore; provided,
however, that in the case of a married Member, no such lump sum payment shall be
made after benefits have commenced without the consent of the Member and his
Spouse or, if the Member has died, the Member's Surviving Spouse. Furthermore,
if the value of the benefit payable to a Member or his Surviving Spouse is
greater than $3,500 and the Member has or had not reached his Normal Retirement
Age, then to the extent required by law, unless the Member (and, if the Member
is married and his benefit is to be paid in a form other than

                                       33

<PAGE>

a Qualified Joint and Survivor Annuity, his Spouse, or, if the Member was
married, his Surviving Spouse) consents in writing to an immediate distribution
of such benefit, his benefit shall continue to be held in the Trust until a date
following the earlier of (i) the date of the TPA's receipt of all required
consents or (ii) the date the Member reaches his earliest possible Normal
Retirement Age under the Plan (or would have reached such date had he lived),
and thereafter shall be paid in accordance with this Section 7.3.

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

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

Effective January 1, 2000, an Eligible Rollover Distribution excludes hardship
withdrawals as defined in Section 401 (k)(2)(B)(i)(IV) of the Code which are
attributable to Member's 401(k) deferrals under Treasury Regulation Section
1.401(k)-1(d)(2)(ii).

Eligible Retirement Plan - An individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in Section 408(b)
of the Code, an annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code, that accepts the
Distributee's Eligible Rollover Distribution. However, in the case of an
Eligible Rollover Distribution to a Surviving Spouse, an Eligible Retirement
Plan is an individual retirement account or an individual retirement annuity.

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

Direct Rollover - A payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

                                       34

<PAGE>

Section 7.4  Distributions Due to Disability

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

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

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

Section 7.5  Distributions Due to Death

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

A Member may elect that upon his death, his Beneficiary, pursuant to this
Section 7.5, may receive, in lieu of any lump sum payment, payment in 5 annual
installments (10 if the Spouse is the Beneficiary, provided that the Spouse's
remaining life expectancy is at least 10 years) whereby the value of 1/5th of
such Member's Units (or 1/10th in the case of a spousal Beneficiary, provided
that the Spouse's remaining life expectancy is at least 10 years) in each
available Investment Fund will be determined in accordance with the Unit values
on the Valuation Date on or next following the TPA's receipt of notice of the
Member's death and on each anniversary of such Valuation Date. Payment will be
made as soon as practicable after each Valuation Date until the Member Account
is exhausted. Such election may be filed at any time with the Plan Administrator
prior to the Member's death and may not be changed or revoked after such
Member's death. If such an election is not in effect at the time of the Member's
death, his Beneficiary (including any spousal Beneficiary) may elect to receive
distributions in accordance with this Article, except that any balance remaining
in the deceased Member's Account must be distributed on or

                                       35

<PAGE>

before the December 31 of the calendar year which contains the 5th anniversary
(the 10th anniversary in the case of a spousal Beneficiary, provided that the
Spouse's remaining life expectancy is at least 10 years) of the Member's death.
Notwithstanding the foregoing, payment of a Member's Account shall commence not
later than the December 31 of the calendar year immediately following the
calendar year in which the Member died or, in the event such Beneficiary is the
Member's Surviving Spouse, on or before the December 31 of the calendar year in
which such Member would have attained age 70 1/2, if later (or, in either case,
on any later date prescribed by the IRS Regulations). If, upon the Spouse's or
Beneficiary's death, there is still a balance in the Account, the value of the
remaining Units will be paid in a lump sum to such Spouse's or Beneficiary's
estate.

Section 7.6  Minimum Required Distributions

Effective as of January 1, 1997, payment of a Member's Account shall not
commence later than April 1 of the calendar year following the later of (i) the
calendar year in which the Member attains age 70 1/2 or (ii) the calendar year
in which the Member retires; provided however, if the Member is as percent owner
(as described in section 416(i) of the Code), at any time during the Plan Year
ending with or within the calendar year in which the Employee attains age 70 any
benefit payable to such Member shall commence no later than April 1 of the
calendar year following the calendar year in which the Member attains age 70 1/2
Such benefit shall be paid, in accordance with the Regulations, over a period
not extending beyond the life expectancy of such Member (or the joint life
expectancy of the Member and his designated Beneficiary). For purposes of this
Section, life expectancy of a Member and/or a Member's spouse may at the
election of the Member be recalculated annually in accordance with the
Regulations. The election, once made, shall be irrevocable. If the Member does
not make an election prior to the time that distributions are required to
commence, then life expectancies shall not be recalculated.

Notwithstanding anything in the Plan to the contrary, if a Member dies after
distribution of his interest has begun, the remaining portion of such interest
will continue to be distributed at least as rapidly as under the method of
distribution being used prior to the Member's death. In addition, to the extent
any payments from the Member's Account would be made after the Member's death,
such payments shall be made in accordance with Section 401 (a)(9) of the Code
and the IRS Regulations thereunder (including the minimum distribution
incidental benefit requirements).

                                  ARTICLE VIII
                                  LOAN PROGRAM

Section 8.1  General Provisions

An Employer may, at its option, make available the loan program described herein
for any Member (and, if applicable under Section 8.8 of this Article, any
Beneficiary), subject to applicable law. The Employer shall so designate its
adoption of the loan program and the terms and provisions of its operation in
the Adoption Agreement. There shall be a reasonable origination fee and/or an
annual administration fee assessed to the Member's Account for each loan made to
a Member or Beneficiary. In the event that the Employer has elected to provide
an annuity option under Article VII or amounts are transferred to the Plan from
retirement plan subject to Section 401(a) of the Code, no

                                       36

<PAGE>

loans may be made from a married Members Account without the written consent of
such Member Spouse (in accordance with the spousal consent rules set forth under
Section 7.3). In the event the Employer elects to permit loans to be made from
rollover contributions and earnings thereon, as designated in the Adoption
Agreement, loans shall be available from the Accounts of any Employees of the
Employer who have not yet become Members. Only one loan may be made to a Member
in the Plan Year, except that if an Employer provides in the Adoption Agreement
to make loans available from Employee rollover contributions and the earnings
thereon, a Member will be permitted to request a second loan in the Plan Year to
the extent of Employee rollover contributions and earnings thereon subject to
any other limitations provided under this Article.

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

Section 8.2  Loan Application

Subject to the restrictions described in the paragraph immediately following, a
Member in Employment may borrow from his Account in each of the available
Investment Funds by filing a loan application with the TPA. Such application
(hereinafter referred to as a "completed application") shall (i) specify the
terms pursuant to which the loan is requested to be made and (ii) provide such
information and documentation as the TPA shall require, including a note, duly
executed by the Member, granting a security interest of an amount not greater
than 50% of his vested Account, to secure the loan. With respect to such Member,
the completed application shall authorize the repayment of the loan through
payroll deductions. Such loan will become effective upon the Valuation Date
coinciding with or next following the date on which his completed application
and other required documents were submitted, subject to the same conditions with
respect to the amount to be transferred under this Section which are specified
in the Plan procedures for determining the amount of payments made under Article
VII of the Plan

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

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

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<PAGE>

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

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

Section 8.3  Permitted Loan Amount

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

Section 8.4  Source of Funds for Loan

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

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

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

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

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

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

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

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<PAGE>

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

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

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

..    Next from the Member's after-tax contributions made prior to January
     1, 1967.

Section 8.5  Conditions of Loan

Each loan to a Member under the Plan shall be repaid in level monthly amounts
through regular payroll deductions after the effective date of the loan, and
continuing thereafter with each payroll. Except as otherwise required by the
Code and the IRS Regulations, each loan shall have a repayment period of not
less than 12 months and not in excess of 60 months, unless the purpose of the
loan is for the purchase of a primary residence, in which case the loan may be
for not more than 160 months. After the first 3 monthly payments of the loan
have been satisfied, the Member may pay the outstanding loan balance (including
accrued interest from the due date).

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

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

Section 8.6  Crediting of Repayment

Upon lending any amount to a Member, the TPA shall establish and maintain a loan
receivable account with respect to, and for the term of, the loan. The
allocations described in this Section shall be made from the loan receivable
account. Upon receipt of each monthly installment payment and the crediting
thereof to the Member's loan receivable account, there shall be allocated to the
Member's Account in the available Investment Funds, in accordance with his most
recent investment instructions, the principal portion of the installment payment
plus that portion of the interest equal to the rate determined in Section 8.5 of
this Article. The unpaid balance owed by a Member on a loan under the Plan shall
not reduce the amount credited to his Account. However, from the time of payment
of the proceeds of the loan to the Member, such Account shall be deemed
invested, to the extent of such unpaid balance, in such loan until the complete
repayment thereof or distribution from such Account. Any loan repayment shall
first be deemed allocable to the portions of the Member's Account on the basis
of a reverse ordering of the manner in which the loan was originally distributed
to the Member.

Section 8.7  Cessation of Payments on Loan

If a Member, while employed, fails to make a monthly installment payment when
due, as specified in the completed application, subject to applicable law, he
will be deemed to

                                       39

<PAGE>

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

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

Section 8.8  Loans to Former Members

Notwithstanding any other provisions of this Article VIII, a member who
terminates Employment for any reason shall be permitted to continue making
scheduled repayments with respect to any loan balance outstanding at the time he
becomes a terminated Member. In addition, a terminated Member or Beneficiary may
elect to initiate a new loan from his Account, subject to the conditions
otherwise described in this Article VIII. If any terminated Member who continues
to make repayments or any terminated Member or Beneficiary who borrows from his
Account pursuant to this Section 8.8 fails to make a scheduled monthly
installment payment by the last day of the calendar quarter following the
calendar quarter which contains the scheduled payment date, he will be deemed to
have received a distribution of the outstanding balance of the loan.

                                   ARTICLE IX
            ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES

Section 9.1  Fiduciaries

The following persons are Fiduciaries under the Plan.

a)  The Trustee,

b)  The Employer,

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

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

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

                                       40

<PAGE>

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

Section 9.2  Allocation of Responsibilities Among the Fiduciaries

a)   The Trustee

     The Employer shall enter into one or more Trust Agreements with a Trustee
     or Trustees selected by the Employer. The Trust established under any such
     agreement shall be a part of the Plan and shall provide that all funds
     received by the Trustee as contributions under the Plan and the income
     therefrom (other than such part as is necessary to pay the expenses and
     charges referred to in Paragraph (b) of this Section) shall be held in the
     Trust Fund for the exclusive benefit of the Members or their Beneficiaries,
     and managed, invested and reinvested and distributed by the Trustee in
     accordance with the Plan. Sums received for investment may be invested (i)
     wholly or partly through the medium of any common, collective or commingled
     trust fund maintained by a bank or other financial institution and which is
     qualified under Sections 401(a) and 501(a) of the Code and constitutes a
     part of the Plan; (ii) wholly or partly through the medium of a group
     annuity or other type of contract issued by an insurance company and
     constituting a part of the Plan, and utilizing, under any such contract,
     general, commingled or individual investment accounts; or (iii) wholly or
     partly insecurities issued by an investment company registered under the
     Investment Company Act of 1940. Subject to the provisions of Article Xl,
     the Employer may from time to time and without the consent of any Member or
     Beneficiary (a) amend the Trust Agreement or any such insurance contract in
     such manner as the Employer may deem necessary or desirable to carry out
     the Plan, (b) remove the Trustee and designate a successor Trustee upon
     such removal or upon the resignation of the Trustee, and (c) provide for an
     alternate funding agency under the Plan. The Trustee shall make- payments
     under the Plan only to the extent, in the amounts, in the manner, at the
     time, and to the persons as shall from time to time be set forth and
     designated in written authorizations from the Plan Administrator or TPA.

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

b)   The Employer

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<PAGE>

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

     (1)   to amend the Plan;

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

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

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

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

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

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

c)   The Plan Administrator

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

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

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

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

     (4)   the preparation and filing of all reports required to be filed with
           respect to the Plan with any governmental agency; and the compliance
           with all disclosure requirements imposed by state or federal law.

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


d)   The Investment Manager

                                       42

<PAGE>

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

Section 9.3  No Joint Fiduciary Responsibilities

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

Section 9.4  Investment Manager

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

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

Section 9.5  Advisor to Fiduciary

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

                                       43

<PAGE>

Section 9.6  Service in Multiple Capacities

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

Section 9.7  Appointment of Plan Administrator

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

Section 9.8  Powers of the Plan Administrator

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

Section 9.9  Duties of the Plan Administrator

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

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<PAGE>

Section 9.10 Action by the Plan Administrator

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

Section 9.11 Discretionary Action

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

Section 9.12 Compensation and Expenses of Plan Administrators

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

Section 9.13 Reliance on Others

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

Section 9.14 Self Interest

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

Section 9.15 Personal Liability - Indemnification

The Plan Administrator shall not be personally liable by virtue of any
instrument executed by him or on his behalf. Neither the Plan Administrator, the
Employer, nor any of its officers or directors shall be personally liable for
any action or inaction with respect to any duty or responsibility imposed upon
such person by the terms of the Plan unless such action or inaction is
judicially determined to be a breach of that person's fiduciary responsibility
with respect to the Plan under any applicable law. The limitation contained

                                       45

<PAGE>

in the preceding sentence shall not, however, prevent or preclude a compromise
settlement of any controversy involving the Plan, the Plan Administrator, the
Employer, or any of its officers and directors. The Employer may advance money
in connection with questions of liability prior to any final determination of a
question of liability. Any settlement made under this Article IX shall not be
determinative of any breach of fiduciary duty hereunder. The Employer will
indemnify every person who is or was a Plan Administrator, officer or member of
the Board or a person who provides services without compensation to the Plan for
any liability (including reasonable costs of defense and settlement) arising by
reason of any act or omission affecting the Plan or affecting the Member or
Beneficiaries thereof, including, without limitation, any damages, civil penalty
or excise tax imposed pursuant to ERISA; provided (1) that the act or omission
shall have occurred in the course of the person's service as Plan Administrator,
officer of the Employer or member of the Board or was within the scope of the
Employment of any Employee of the Employer or in connection with a service
provided without compensation to the Plan, (2) that the act or omission be in
good faith as determined by the Employer, whose determination, made in good
faith and not arbitrarily or capriciously, shall be conclusive, and (3) that the
Employer's obligation hereunder shall be offset to the extent of any otherwise
applicable insurance coverage, under a policy maintained by the Employer, or any
other person, or other source of indemnification.

Section 9.16  Insurance

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

Section 9.17  Claims Procedures

Claims for benefits under the Plan shall be filed with the Plan Administrator on
forms supplied by the Employer. Written notice of the disposition of a claim
shall be furnished to the claimant within 90 days after the application thereof
is filed unless special circumstances require an extension of time for
processing the claim. If such an extension of time is required, written notice
of the extension shall be furnished to the claimant prior to the termination of
said 90-day period, and such notice shall indicate the special circumstances
which make the postponement appropriate.

Section 9.18  Claims Review Procedures

In the event a claim is denied, the reasons for the denial shall be specifically
set forth in the notice described in this Section 9.18 in language calculated to
be understood by the claimant. Pertinent provisions of the Plan shall be cited,
and, where appropriate, an explanation as to how the claimant can request
further consideration and review of the

                                       46

<PAGE>

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

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

Section 10.1  General Limitations

(A)  In order that the Plan be maintained as a qualified plan and trust under
     the Code, contributions in respect of a Member shall be subject to the
     limitations set forth in this Section, notwithstanding any other provision
     of the Plan. The contributions in respect of a Member to which this Section
     is applicable are his own contributions and/or deferrals and the Employer's
     contributions. For purposes of this Section 10.1, a Member's contributions
     shall be determined without regard to any rollover contributions as
     provided in Section 402(a)(5) of the Code.

(B)  Annual additions to a Member's Account in respect of any Plan Year may not
     exceed the limitations set forth in Section 415 of the Code, which are
     incorporated herein by reference. For these purposes, annual additions"
     shall have the meaning set forth in Section 415(c)(2) of the Code, as
     modified elsewhere in the Code and the Regulations, and the limitation year
     shall mean the Plan Year unless any other twelve-consecutive-month period
     is designated pursuant to a resolution adopted by the Employer and
     designated in the Adoption Agreement.

                                       47

<PAGE>

(C)  In the event that, due to forfeitures, reasonable error in estimating a
     Member's compensation, or other limited facts and circumstances, total
     contributions and/or deferrals to a Member's Account are found to exceed
     the limitations of this Section, the TPA, at the direction of the Plan
     Administrator, shall cause contributions (to the extent attributable to
     Member after tax contributions or 401(k) deferrals) made under Article III
     in excess of such limitations to be refunded to the affected Member, with
     earnings thereon, and shall take appropriate steps to reduce, if necessary,
     the Employer contributions made with respect to those returned
     contributions. Such refunds shall not be deemed to be withdrawals, loans,
     or distributions from the Plan. If a Member's annual contributions exceed
     the limitations contained in Paragraph (B) of this Section after the
     Member's Article Ill contributions, with earnings thereon, if any, have
     been refunded to such Member, any Employer supplemental and/or profit
     sharing contribution to be allocated to such Member in respect of any
     Contribution Determination Period (including allocations as provided in
     this Paragraph) shall instead be allocated to or for the benefit of all
     other Members who are Employees in Employment as of the last day of the
     Contribution Determination Period as determined under the Adoption
     Agreement and allocated in the same proportion that each such Member Salary
     for such Contribution Determination Period bears to the total Salary for
     such Contribution Determination Period of all such Members or, the IPA may,
     at the election of the Employer, utilize such excess to reduce the
     contributions which would otherwise be made for the succeeding Contribution
     Determination Period by the Employer with respect to all eligible Members
     in such succeeding period. If, with respect to any Contribution
     Determination Period, there is an excess profit sharing contribution, and
     such excess cannot be fully allocated in accordance with the preceding
     sentence because of the limitations prescribed in Paragraph (B) of this
     Section, the amount of such excess which cannot be so al located shall be
     allocated to the Employer Credit Account and made available to the Employer
     pursuant to the terms of Article VI and applicable law. The IPA, at the
     direction of the Plan Administrator, in accordance with Paragraph (D) of
     this Section, shall take whatever additional action may be necessary to
     assure that contributions to Members' Accounts meet the requirements of
     this Section.

(D)  In addition to the steps set forth in Paragraph (C) of this Section, the
     Employer may from time to time adjust or modify the maximum limitations
     applicable to contributions made in respect of a Member under this Section
     10.1 as may be required or permitted by the Code or ERISA prior to or
     following the date that allocation of any such contributions commences and
     shall take appropriate action to reallocate the annual contributions which
     would otherwise have been made but for the application of this Section.

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

                                       48

<PAGE>

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

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

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

Section 10.2 Top Heavy Provisions

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

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

     (1)  "Affiliate" shall mean any entity affiliated with the Employer within
          the meaning of Section 414(b), 414(c) or 414(m) of the Code, or
          pursuant to the IRS Regulations under Section 414(o) of the Code,
          except that for purposes of applying the provisions hereof with
          respect to the limitation on contributions, Section 41 of the Code
          shall apply.

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

     (3)  "Key Employee" shall mean a "Key Employee" as defined in Sections
          416(i)(1) and (5) of the Code and the IRS Regulations thereunder. For
          purposes of Section 416 of the Code and for purposes of determining
          who

                                       49

<PAGE>

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

     (4)  "Non-Key Employee" shall mean a "Non-Key Employee" as defined in
          Section 41 6(i)(2) of the Code and the IRS Regulations thereunder.

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

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

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

                                       50

<PAGE>

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

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

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

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

(D)  The TPA shall, to the maximum extent permitted by the Code and in
     accordance with the IRS Regulations, apply the provisions of this Section
     10.2 by taking into account the benefits payable and the contributions made
     under any other qualified plan maintained by the Employer, to prevent
     inappropriate omissions or required duplication of minimum contributions.

Section 10.3 Information and Communications

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

                                       51

<PAGE>

Section 10.4 Small Account Balances

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

Section 10.5 Amounts Payable to Incompetents, Minors or Estates

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

Section 10.6 Non-Alienation of Amounts Payable

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

Section 10.7 Unclaimed Amounts Payable

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

                                       52

<PAGE>

expenses, provided that appropriate provision is made for re-crediting the
payment if such person subsequently makes a claim therefor.

Section 10.8 Leaves of Absence

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

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

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

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

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

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

(C)  Notwithstanding any provision of this Plan to the contrary, effective
     December 12, 1994, contribution allocations and vesting service with
     respect to qualified military service will be provided in accordance with
     Section 4 of the Code. Loan

                                       53

<PAGE>

     repayments will be suspended under this Plan as permitted under Section
     414(u)(4) of the Code during such period of qualified military service.

Section 10.9  Return of Contributions to Employer

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

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

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

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

Section 10.10 Controlling Law

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

                                   ARTICLE XI
                             AMENDMENT & TERMINATION

Section 11.1  General

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

                                       54

<PAGE>

Section 11.2 Termination of Plan and Trust

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

Section 11.3 Liquidation of Trust Assets in the Event of Termination

In the event that the Employer's Board of Directors shall decide to terminate
the Plan, or, in the event of complete cessation of Employer contributions, the
rights of Members to the amounts standing to their credit in their Accounts
shall be deemed fully vested and the Plan Administrator shall direct the Trustee
to either continue the Trust in full force and effect and continue so much of
the Plan in full force and effect as is necessary to carry out the orderly
distribution of benefits to Members and their Beneficiaries upon retirement,
Disability, death or termination of Employment; or (a) reduce to cash such part
or all of the Plan assets as the Plan Administrator may deem appropriate; (b)
pay the liabilities, if any, of the Plan; (c) value the remaining assets of the
Plan as of the dates of notification of termination and proportionately adjust
Members' Account balances; (d) distribute such assets in cash to the credit of
their respective Accounts as of the notification of the termination date; and
(e) distribute all balances which have been segregated into a separate fund to
the persons entitled thereto; provided that no person in the event of
termination shall be required to accept distribution in any form other than
cash.

Section 11.4 Partial Termination

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

Section 11.5 Power to Amend

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

                                       55

<PAGE>

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

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

(B)  The Employer expressly recognizes the authority of the Sponsor, Pentegra
     Services, Inc., to amend the Plan from time to time, except with respect to
     elections of the Employer in the Adoption Agreement, and the Employer shall
     be deemed to have consented to any such amendment. The Employer shall
     receive a written instrument indicating the amendment of the Plan and such
     amendment shall become effective as of the date of such instrument. No such
     amendment shall in any way impair, reduce or affect any Member's vested and
     nonforfeitable in the Plan and Trust.

Section 11.6  Solely for Benefit Members, Terminated Members and Their
              Beneficiaries

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

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

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

Section 11.7  Successor to Business of the Employer

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

Section 11.8  Merger, Consolidation and Transfer

The Plan shall not be merged or consolidated, in whole or in part, with any
other plan, nor shall any assets or liabilities of the Plan be transferred to
any other plan unless the

                                       56

<PAGE>

benefit that would be payable to any affected Member under such plan if it
terminated immediately after the merger, consolidation or transfer, is equal to
or greater than the benefit that would be payable to the affected Member under
this Plan if it terminated immediately before the merger, consolidation or
transfer.

Section 11.9  Revocability

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

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

If the Plan is terminated, the Plan Administrator shall promptly notify the IRS
and such other appropriate governmental authority as applicable law may require.
Neither the Employer nor its Employees shall make any further contributions
under the Plan after the termination date, except that the Employer shall remit
to the TPA a reasonable administrative fee to be determined by the TPA for each
Member with a balance in his Account to defray the cost of implementing its
termination. Where the Employer has terminated the Plan pursuant to this
Article, the Employer may elect to transfer assets from the Plan to a successor
plan qualified under Section 401(a) of the Code in which event the Employer
shall remit to the TPA an additional administrative fee to be determined by the
TPA to defray the cost of such transfer transaction.

                                       57

<PAGE>

                        TRUSTS ESTABLISHED UNDER THE PLAN

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

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

ATTEST:


______________________________        By ________________________________

             Clerk                    Name_______________________________

                                      Title______________________________