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                                                                   EXHIBIT 10.37


B A S I C   S A V I N G S   P L A N



                                 THE PRINCIPAL
                                FINANCIAL GROUP
                                   PROTOTYPE
                                     BASIC
                                  SAVINGS PLAN

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                       BASIC PLAN NO.: 03 TO BE USED WITH
                     ADOPTION AGREEMENT PLAN NOS.: 001-002

                           APPROVED: OCTOBER 26, 1992
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                               TABLE OF CONTENTS

INTRODUCTION                                                                1
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ARTICLE I - FORMAT AND DEFINITIONS                                          1

     Section 1.01 - Format
     Section 1.02 - Definitions
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ARTICLE II - MEMBERSHIP                                                     8

     Section 2.01 - Active Membership
     Section 2.02 - Ceasing Active Membership
     Section 2.03 - Adopting Employers - Separate Plans
     Section 2.04 - Adopting Employers - Single Plan
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ARTICLE III - CONTRIBUTIONS                                                 9

     Section 3.01 - Employer Contributions
     Section 3.02 - Voluntary Contributions by Members
     Section 3.03 - Rollover Contributions
     Section 3.04 - Forfeitures and Restoration
     Section 3.05 - Allocation
     Section 3.06 - Contribution Limitation
     Section 3.07 - Excess Amounts
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ARTICLE IV - INVESTMENT OF CONTRIBUTIONS                                   19

     Section 4.01 - Investment of Contributions
     Section 4.02 - Purchase of Insurance
     Section 4.03 - Transfer of Ownership
     Section 4.04 - Termination of Insurance
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ARTICLE V - BENEFITS                                                       20

     Section 5.01 - Retirement Benefits
     Section 5.02 - Death Benefits
     Section 5.03 - Vested Benefits
     Section 5.04 - When Benefits Start
     Section 5.05 - Withdrawal Benefits
     Section 5.06 - Loans to Members
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ARTICLE VI - DISTRIBUTION OF BENEFITS                                      24

     Section 6.01 - Automatic Forms of Distribution
     Section 6.02 - Optional Forms of Distribution and Distribution
                    Requirements
     Section 6.03 - Election Procedures
     Section 6.04 - Notice Requirements
     Section 6.05 - Transitional Rules
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ARTICLE VII - TERMINATION OF PLAN                                          30
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ARTICLE VIII - ADMINISTRATION OF PLAN                                      30

     Section 8.01 - Administration
     Section 8.02 - Records
     Section 8.03 - Information Available
     Section 8.04 - Claim and Appeal Procedures
     Section 8.05 - Unclaimed Vested Account Procedures
     Section 8.06 - Delegation of Authority
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ARTICLE VIIIA - TRUST PROVISIONS                                           31

     Section 8A.01 - The Trust and Trust Fund
     Section 8A.02 - The Trustee
     Section 8A.03 - Duties of Trustee
     Section 8A.04 - Powers of Trustee
     Section 8A.05 - Expenses
     Section 8A.06 - Accounting
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ARTICLE IX - GENERAL PROVISIONS                                            32

     Section 9.01 - Amendments
     Section 9.02 - Mergers and Direct Transfers
     Section 9.03 - Provisions Relating to the Insurer and Other Parties
     Section 9.04 - Employment Status
     Section 9.05 - Rights to Plan Assets
     Section 9.06 - Beneficiary
     Section 9.07 - Nonalienation of Benefits
     Section 9.08 - Construction
     Section 9.09 - Legal Actions
     Section 9.10 - Small Amounts
     Section 9.11 - Word Usage
     Section 9.12 - Transfers Between Plans
     Section 9.13 - Partnership or Sole Proprietorship
     Section 9.14 - Qualification of Plan
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ARTICLE X - TOP-HEAVY PLAN REQUIREMENTS                                    36

     Section 10.01 - Application
     Section 10.02 - Definitions
     Section 10.03 - Modification of Vesting Requirements
     Section 10.04 - Modification of Contributions
     Section 10.05 - Modification of Contribution Limitation
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INTRODUCTION
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The provisions of this Plan apply as of the date specified in Item A or such
other dates as may be specified in this Plan with the following exceptions:

1.   The provisions included to comply with the technical corrections to the
     Deficit Reduction Act and the Retirement Equity Act (REA) contained in the
     Tax Reform Act of 1986 are effective as if included in the respective bills
     to which the corrections apply.

2.   The provisions included to comply with the provisions of the Tax Reform
     Act of 1986 other than the technical corrections to DEFRA and REA are
     effective as of the dates specified in the law.

3.   The provisions included to comply with the provisions of the Omnibus
     Budget Reconciliation Act of 1986 (OBRA 86) are effective as of the dates
     specified in the law.

4.   The provisions included to comply with the provisions of the Omnibus
     Budget Reconciliation Act of 1987 (OBRA 87) are effective as of the dates
     specified in the law.

5.   The provisions included to comply with the final regulations on optional
     forms of benefit issued July 11, 1988, are effective as of the effective
     date prescribed by such regulations.

6.   The provisions included to comply with the final REA regulations issued
     August 22, 1988, are effective as of the effective date prescribed by such
     regulations.

7.   The provisions included to comply with the provisions of the Technical and
     Miscellaneous Revenue Act of 1988 are effective as of the dates specified
     in the law.

8.   The provisions included to comply with the final regulations on loans
     issued July 20, 1989, are effective as of the effective date prescribed by
     such regulations.

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ARTICLE I
FORMAT AND DEFINITIONS
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SECTION 1.01 - FORMAT.

Our retirement plan is set out in this document, the attached Adoption
Agreement which we signed, and any amendments to these documents.

Words and phrases defined in Section 1.02 shall have that defined meaning when
used in this Plan, unless the context clearly indicates otherwise. These words
and phrases have initial capital letters to aid in identifying them as defined
terms. References to "Section" are references to parts of this document;
references to "Item" are references to parts of the Adoption Agreement.

Some of the defined terms and phrases in Section 1.02 and some of the
provisions contained in the following articles do not apply to our Plan and
shall have no meaning when used in our Plan. The provisions of the attached
Adoption Agreement shall determine whether or not the terms apply.

SECTION 1.02 - DEFINITIONS.

Account means a Member's share of the Investment Fund plus the cash value of
any insurance coverage on his life under this Plan. Separate accounting records
shall be kept for those parts of the Member's Account resulting from the
following:

(a)  Required Contributions, if any.

(b)  Nondeductible Voluntary Contributions, if any.

(c)  Deductible Voluntary Contributions, if any.

(d)  Rollover Contributions, if any.

(e)  Elective Deferral Contributions.

(f)  Qualified Matching Contributions.

(g)  Matching Contributions that are not Qualified Matching Contributions.

(h)  Qualified Nonelective Contributions.

(i)  All other Employer Contributions.

     If the Member's Vesting Percentage is less than 100% as to any of these
     Contributions, a separate accounting record will be kept for any part of
     his Account resulting from such Contributions and, if there has been a
     prior Forfeiture Date, from such Contributions made before a prior
     Forfeiture Date.

The Account shall be reduced by any distribution of the Member's Vested Account
and by any Forfeitures. The Account shall participate in the earnings credited,
expenses charged and any appreciation or depreciation of the Investment Fund.
The Account is subject to any minimum guarantees applicable under the Annuity
Contract or other investment arrangement.

Accrual Service Period means the period defined in Item Q of the Adoption
Agreement - Plus

Active Member means an Eligible Employee who is actively participating in the
Plan according to the provisions of Section 2.01.

Additional Contributions means additional contributions we make to fund this
Plan. (See Item P and Section 3.01.)

Adjustment Factor means the cost of living adjustment factor prescribed by the
Secretary of the Treasury under Section 415(d) of the Code for years beginning
after December 31, 1987, as applied to such items and in such manner as the
Secretary shall provide.

Adopting Employer means an employer controlled by or affiliated with us and
listed in Item Z of the Adoption Agreement - Plus. If the Adoption Agreement -
Plus is not used, all members of the Controlled Group and the Affiliated
Service Group, whether or not listed in Item Y, shall be Adopting Employers
participating in a single plan.

Adoption Agreement means the attached document which contains our selections
and specifications for our Plan.

Affiliated Service Group means any group of corporations, partnerships or
other organizations of which we are a part and which is affiliated within the
meaning of Code Section 414(m) and regulations thereunder. Such a group
includes at least two organizations one of which is either a service
organization (that is, an organization the principal business of which is
performing services), or an organization the principal business of which

                                      -1-


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is performing management functions on a regular and continuing basis. Such
service is of a type historically performed by employees. In the case of a
management organization, the Affiliated Service Group shall include
organizations related, within the meaning of Code Section 144(a)(3), to either
the management organization or the organization for which it performs
management functions. The term Controlled Group, as it is used in our Plan,
shall include the term Affiliated Service Group.

Annual Pay means the Employee's annual pay as defined in Item M.

Annuity Contract means the annuity contract or contracts into which the Trustee
enters (into which we enter, if our Plan is not trusteed) with the Insurer for
the investment of Contributions and the payment of benefits under this Plan.
The term Annuity Contract as it is used in this Plan shall include the plural
unless the context clearly indicates the singular is meant.

Annuity Starting Date means, for a Member, the first day of the first period
for which an amount is payable as an annuity or any other form.

Beneficiary means the person or persons named by a Member to receive any
benefits under the Plan when the Member dies. (See Section 9.06.)

Claimant means any person who makes a claim for benefits under this Plan. (See
Section 8.04.)

Code means the Internal Revenue Code of 1986, as amended.

Contingent Annuitant means an individual named by a Member to receive a
lifetime benefit according to a survivorship life annuity after the Member dies.

Contributions means Elective Deferral, Additional, Discretionary, Matching,
Qualified Nonelective, Voluntary and Rollover Contributions, and Required
Contributions made under the Prior Plan, unless the context clearly indicates
only one is, or certain of these are, meant.

Controlled Group means any group of corporations, trades or businesses of which
we are a part that are under common control. A Controlled Group includes any
group of corporations, trades or businesses, whether or not incorporated, which
is either a parent-subsidiary group, a brother-sister group or a combined group
within the meaning of Code Section 414(b), Code Section 414(c) and regulations
thereunder and, for the purpose of determining contribution limitations under
Section 3.06, as modified by Code Section 415(h) and, for the purpose of
identifying Leased Employees, as modified by Code Section 144(a)(3).

The term Controlled Group, as it is used in our Plan, shall include the term
Affiliated Service Group.

Discretionary Contributions means discretionary contributions we make to fund
this Plan. (See Item P and Section 3.01.)

Early Retirement Date means the date a Member selects for beginning his early
retirement benefit. Early retirement benefits may begin whether the Member met
the age requirement, if any, before or after ceasing to be an Employee. (See
Item X.)

Effective Date means the date in Item D.

Elective Deferral Contributions means Contributions we make to fund this Plan
in accordance with elective deferral agreements between Eligible Employees and
us. Elective deferral agreements shall be made, changed, or terminated
according to the provisions of Item N. (See Item N and Section 3.01.)

A Member's Account resulting from Elective Deferral Contributions may not be
distributed before the Member's separation from service, death, the date the
Member becomes Totally Disabled, before the events described in the last
paragraph of Section 5.04, or before termination of the Plan as described in
Article VII. Elective Deferrals (but no earnings credited after December 31,
1988) may be withdrawn in the case of hardship if Item W(2) is selected.

Eligible Employee means an Employee who meets the requirements specified in
Item J.

Employee means an individual who is employed by us or any other employer
required to be aggregated with us under Code Sections 414(b), (c), (m) or (o).
A Controlled Group member is required to be aggregated with us.

The term Employee shall also include any Leased Employee deemed to be an
employee of any employer described in the preceding paragraph as provided in
Code Sections 414(n) or 414(o).

Employer means the Employer named in Item B and any successor corporation,
trade or business which will, by written agreement, assume the obligations of
this Plan or any Predecessor which maintained this Plan. The terms we, us, and
ours as they are used in this Plan refer to the Employer.

Employer Contributions means the Contributions made by us to fund the Plan.
(See Section 3.01.)

Entry Break means, when the elapsed time method is used, a one-year Period of
Severance beginning on an Employee's Severance Date. An Employee incurs an
Entry Break on the last day of a one-year Period of Severance.

When the hours method is used, Entry Break is defined in Item K. However, if
the Adoption Agreement - Plus is not used. Entry Break means an Entry Service
Period in which an Employee does not have more than one-half of the Hours of
Service required in Item K for a year of Entry Service. An Employee incurs an
Entry Break on the last day of the Entry Service Period in which he has an
Entry Break.

Entry Date means the date an Employee first enters the Plan as an Active
Member. (See Item L and Section 2.01.)

Entry Service means an Employee's service as defined in Item K. Entry Service
shall include service with a Controlled Group member while we are both members
of the Controlled Group.

Entry Service shall include a Period of Military Duty. If the elapsed time
method is used, the entire Period of Military Duty shall be included to the
extent it has not already been counted as Entry Service. If the hours method is
used, an Hour of Service shall be credited (without regard to the 501 Hours of
Service limitation) for each hour the Employee would normally have been
scheduled to work for us during such Period of Military Duty to the extent such
hour has not already been counted for purposes of Entry Service.

If the elapsed time method is used and an Employee has more than one countable
Period of Service, Entry Service shall be determined by adjusting his Hire Date
so that the Employee has one continuous period of Entry Service equal to the
total of all his countable Periods of Service. This period of Entry

                                      -2-
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Service shall be expressed as whole years (on the basis that 365 days equal one
year) and days.

If the elapsed time method is used, Entry Service shall include a Period of
Severance (service spanning rule) if

(a) the Period of Severance immediately follows a period during which an
    Employee is not absent from work and ends within twelve months, or

(b) the Period of Severance immediately follows a period during which an
    Employee is absent from work for any reason other than quitting, being
    discharged, or retiring (such as a leave of absence or layoff) and ends
    within twelve months of the date he was first absent.

If the hours method is used and the Entry Service Period shifts to the Plan
Year, an Employee will be credited with two years of Entry Service if he has
the Hours of Service required for a year of Entry Service in both his first and
second Entry Service Periods.

If the method of crediting Entry Service changes, the provisions of Section
9.12 shall apply.

Entry Service Period means the period defined in Item K. However, if the
Adoption Agreement - Plus is not used. Entry Service Period means a
12-consecutive month period beginning on an Employee's Hire Date and each
following 12-consecutive month period beginning on an anniversary of that Hire
Date. If an Employee has a Rehire Date, a new Entry Service Period shall begin
on that date in the same manner as if it were a Hire Date.

ERISA means the Employee Retirement Income Security Act of 1974.

Family Member means an individual described in Code Section 414(q)(6)(B).

Fiscal Year means our taxable year. (See Item F.)

Forfeiture means the part, if any, of a Member's Account which is forfeited.
(See Section 3.04.)

Forfeiture Date means, as to a Member, the date the Member incurs five
consecutive Vesting Breaks. Before the first Yearly Date in 1985, the
Forfeiture Date is the date the Member incurs a Vesting Break.

Highly Compensated Employee means a highly compensated active Employee or a
highly compensated former Employee.

A highly compensated active Employee means any Employee who performs service
for us during the determination year and who, during the look-back year:

(a) received compensation from us in excess of $75,000 (as adjusted pursuant to
    Code Section 415(d));

(b) received compensation from us in excess of $50,000 (as adjusted pursuant to
    Code Section 415(d)) and was a member of the top-paid group for such year;
    or

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

The term Highly Compensated Employee also means:

(d) Employees who are both described in the preceding sentence if the term
    "determination year" is substituted for the term "look-back year" and the
    Employee is one of the 100 Employees who received the most compensation from
    us during the determination year; and

(e) Employees who are 5 percent owners at any time during the look-back year or
    determination year.

If no officer has satisfied the compensation requirement of (c) above during
either a determination year or look-back year, the highest paid officer for
such year shall be treated as a Highly Compensated Employee.

For this purpose, the determination year shall be the Plan Year. The look-back
year shall be the twelve-month period immediately preceding the determination
year.

A highly compensated former Employee means any Employee who separated from
service (or was deemed to have separated) prior to the determination year,
performs no service for us during the determination year, and was a highly
compensated active Employee for either the separation year or any determination
year ending on or after the Employee's 55th birthday.

If an Employee is, during a determination year or look-back year, a family
member of either a 5 percent owner who is an active or former Employee or a
Highly Compensated Employee who is one of the 10 most highly compensated
Employees ranked on the basis of compensation paid by us during such year, then
the family member and the 5 percent owner or top-ten highly compensated Employee
shall be aggregated. In such case, the family member and 5 percent owner or
top-ten highly compensated Employee shall be treated as a single Employee
receiving compensation and Plan contributions or benefits equal to the sum of
such compensation and contributions or benefits of the family member and 5
percent owner or top-ten highly compensated Employee. For purposes of this
definition, family member includes the spouse, lineal ascendants and descendants
of the Employee or former Employee and the spouses of such lineal ascendants and
descendants.

The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
the top 100 Employees, the number of Employees treated as officers and the
compensation that is considered, will be made in accordance with Code Section
414(q) and the regulations thereunder.

Hire Date means the date an Employee first performs an Hour of Service.

Hour of Service means, for the elapsed time method of crediting service in this
Plan, each hour for which an Employee is paid, or entitled to payment, for
performing duties for us. Hour of Service means, for the hours method of
crediting service in this Plan, the following:

(a) Each hour for which an Employee is paid, or entitled to payment, for
    performing duties for us during the applicable service period.

(b) Each hour for which an Employee is paid, or entitled to payment, by us on
    account of a period of time in which no duties are performed (irrespective
    of whether the employment relationship has terminated) due to vacation,
    holiday, illness, incapacity (including disability), layoff, jury duty,
    military duty, or leave of absence. Notwithstanding the preceding provisions
    of this subparagraph (b) no credit shall be given to the Employee.


                                      -3-

<PAGE>   7
     (1)  for more than 501 Hours of Service under this subparagraph (b) on
          account of any single continuous period in which the Employee performs
          no duties (whether or not such period occurs in a single service
          period); or

     (2)  for an Hour of Service for which the Employee is directly or
          indirectly paid, or entitled to payment, on account of a period in
          which no duties are performed if such payment is made or due under a
          plan maintained solely for the purpose of complying with applicable
          worker's or workmen's compensation, or unemployment compensation or
          disability insurance laws; or

     (3)  for an Hour of Service for a payment which solely reimburses the
          Employee for medical or medically related expenses incurred by him.

     For purpose of this subparagraph (b), a payment shall be deemed to be made
     by or due from us regardless of whether such payment is made by or due from
     us directly or indirectly through, among others, a trust fund or insurer,
     to which we contribute or pay premiums and regardless of whether
     contributions made or due to the trust fund, insurer, or other entity are
     for the benefit of particular employees or are on behalf of a group of
     employees in the aggregate.

(c)  Each hour for which back pay, irrespective of mitigation of damages, is
     either awarded or agreed to by us. The same Hour of Service shall not be
     credited under both this subparagraph (c) and under either subparagraph (a)
     or (b) above. Crediting of Hours of Service for back pay awarded or agreed
     to with respect to periods described in subparagraph (b) above shall be
     subject to the limitations set forth in that subparagraph.

The crediting of Hours of Service above shall be applied under the rules of
paragraphs (b) and (c) of the Department of Labor Regulation 2530.200b-2
(including any interpretations or opinions implementing said rules); which
rules, by this reference, are specifically incorporated in full within this
Plan. The reference to paragraph (b) applies to the special rule for
determining hours of service for reasons other than the performance of duties
such as payments calculated (or not calculated) on the basis of units of time
and the rule against double credit. The reference to paragraph (c) applies to
the crediting of hours of service to service periods.

Hours of Service shall be credited for employment with any other employer
required to be aggregated with us under Code Section 414(b), (c), (m) or (o)
and the regulations thereunder for purposes of entry, vesting and, when the
Adoption Agreement - Plus is not used, for purposes of determining eligibility
for contributions. Hours of Service shall also be credited for any individual
who is considered an employee for purposes of this Plan pursuant to Code
Section 414(n) or Code Section 414(o) and the regulations thereunder.

Solely for purposes of determining whether a one-year break in service has
occurred for entry or vesting purposes, during a Parental Absence an Employee
shall be credited with the Hours of Service which would otherwise have been
credited to the Employee but for such absence, or in any case in which such
hours cannot be determined, eight Hours of Service per day of such absence. The
Hours of Service credited under this paragraph shall be credited in the service
period in which the absence begins if the crediting is necessary to prevent a
break in service in that period; or in all other cases, in the following
service period.

Inactive Member means a former Active Member who has an Account. (See Section
2.02.)

Insurance Policy means, for trusteed plans, the life insurance policy or
policies issued by the insurer as provided in Item T and Article IV. The term
Insurance Policy as it is used in this Plan is deemed to include the plural
unless the context clearly indicates the singular is meant.

Insurer means Principal Mutual Life Insurance Company and, if our Plan is
trusteed, any other insurance company or companies named by the Trustee.

Integration Level means the Integration Level defined in Item P. If a Member
also participates in a Controlled Group member's plan which uses an integration
level to determine the allocation or amount of contributions, his Integration
Level shall be adjusted based upon the ratio of the Member's Pay from us to his
total pay from us and the Controlled Group member.

Investment Fund means that part of the Plan assets held under the Trust,
excluding the cash values of any Insurance Policy. (See Article VIIIA.)

If our Plan is not trusteed, Investment Fund means the total assets held under
the Annuity Contract which result from Contributions made under our Plan. The
Investment Fund shall be valued at current fair market value as of the last day
of the last calendar month ending in the Plan Year and, at the discretion of
the Insurer, may be valued more frequently. The valuation shall take into
consideration investment earnings credited, expenses charged, payments made,
and changes in the values of the assets held in the fund.

The Investment Fund shall be allocated at all times to Members. The Account of
a Member shall be credited with its share of the gains and losses of the
Investment Fund. That part of a Member's Account invested in a funding
arrangement which establishes an account or accounts for such Member thereunder
shall be credited with the gain or loss from such account or accounts. That
part of a Member's Account which is invested in other funding arrangements
shall be credited with a proportionate share of the gain or loss of such
investments. The share shall be determined by multiplying the gain or loss of
the investment by the ratio of the part of the Member's Account invested in
such funding arrangement to the total of the Investment Fund invested in such
funding arrangement.

Investment Manager means any fiduciary (other than a Trustee or Named Fiduciary)

(a)  who has the power to manage, acquire, or dispose of any assets of the plan;

(b)  who (1) is registered as an investment adviser under the Investment
Advisers Act of 1940, or (2) is a bank, as defined in the Investment Advisers
Act of 1940, or (3) is an insurance company qualified to perform services
described in subparagraph (a) above under the laws of more than one state; and

(c)  who has acknowledged in writing being a fiduciary with respect to the Plan.

Item means the specified item in the Adoption Agreement we signed.

                                      -4-
<PAGE>   8
Late Retirement Date means the first day of any month which is after a Member's
Normal Retirement Date and on which retirement benefits begin. If a Member
continues to work for us after Normal Retirement Date, his Late Retirement Date
shall be the earliest first day of the month on or after he ceases to be an
Employee. An earlier or a later Retirement Date may apply if the Member so
elects. An earlier Retirement Date may apply if the Member is 70 1/2. (See
Section 5.04)

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

A Leased Employee shall not be considered an employee of the recipient if:

(a) such employee is covered by a money purchase pension plan providing (1) a
    nonintegrated employer contribution rate of at least 10 percent of
    compensation, as defined in Code Section 415(c)(3), but including amounts
    contributed pursuant to a salary reduction agreement which are excludable
    from the employee's gross income under Code Sections 125, 402(a)(8), 402(h)
    or 403(b), (2) immediate participation, and (3) full and immediate vesting
    and

(b) Leased Employees do not constitute more than 20 percent of the recipient's
    nonhighly compensated workforce.

Loan Administrator means the person or positions named in Item T(b)(iii).

Matching Contributions means matching contributions we make to fund this Plan.
(See Item O and Section 3.01.)

Maximum Integration Rate means the Maximum Integration Rate defined in Item P.

Member means either an Active Member or an Inactive Member.

Member Contributions means Voluntary Contributions and Required Contributions
made under the Prior Plan, if any, unless the context clearly indicates only
one is meant.

Monthly Date means the Yearly Date and the same day of each following month
during the Plan Year which begins on that Yearly Date.

Named Fiduciary means the person named in Item G.

Net Profits means our current or accumulated net earnings, determined according
to generally accepted accounting practices, before any Contributions made by us
under this Plan and before any deduction for Federal or state income tax,
dividends on our stock, and capital gains or losses. If we are a nonprofit
organization under Code Section 501(c)(3), Net Profits means excess revenues
(excess of receipts over expenditures).

Nonhighly Compensated Employee means an Employee of the Employer who is neither
a Highly Compensated Employee nor a Family Member.

Nonvested Account means the excess, if any, of a Member's Account over his
Vested Account.

Normal Form means a single life annuity with installment refund.

Normal Retirement Age means, for a Member, the age defined in Item X.

Normal Retirement Date means the earliest first day of the month on or after a
Member reaches Normal Retirement Age. Retirement benefits shall begin on Normal
Retirement Date if the Member is not an Employee, has a Vested Account, and has
not elected to have retirement benefits begin later. However, retirement
benefits shall not begin before the later of age 62 or Normal Retirement Age
unless the qualified election procedures of Article VI are met. Even if the
Member is an Employee on his Normal Retirement Date, he may choose to have
retirement benefits begin on such date. An earlier Retirement Date may apply if
the Member is 70 1/2. (See Section 5.04.)

Parental Absence means an Employee's absence from work which begins on or after
the first Yearly Date after December 31, 1984

(a) by reason of pregnancy of the Employee,

(b) by reason of birth of a child of the Employee,

(c) by reason of the placement of a child with the Employee in connection with
    adoption of such child by such Employee, or

(d) for purposes of caring for such child for a period beginning immediately
following such birth or placement.

Pay means the pay defined in Item M. For any Plan Year beginning after December
31, 1988, the annual Pay of each Member taken into account for determining all
benefits provided under the Plan for any determination period shall not exceed
$200,000. This limitation shall be adjusted by the Secretary at the same time
and in the same manner as under Code Section 415(d), except that the dollar
increase in effect on January 1 of any calendar year is effective for years
beginning in such calendar year and the first adjustment to the $200,000
limitation is effected on January 1, 1990. If the Plan determines Pay on a
period of time that contains fewer than 12 calendar months, then the annual Pay
limit is an amount equal to the annual Pay limit for the calendar year in which
the pay period begins multiplied by the ratio obtained by dividing the number
of full months in the period by 12.

In determining the Pay of a Member for purposes of this limitation, the rules
of Code Section 414(q)(6) shall apply, except that in applying such rules, the
term "family" shall include only the spouse of the Member and any lineal
descendants of the Member who have not attained age 19 before the close of the
Plan Year. If, as a result of the application of such rules the adjusted
$200,000 limitation is exceeded, then (except for purposes of determining the
portion of Pay up to the Integration Level if this Plan provides for permitted
disparity), the limitation shall be prorated among the affected individuals in
proportion to each such individual's Pay as determined under this definition
prior to the application of this limitation.

If Pay for any prior Plan Year is taken into account in determining an
Employee's contributions or benefits for the current year, the Pay for such
prior year is subject to the applicable annual Pay limit in effect for that
prior year. For this purpose, for years

-5-
<PAGE>   9
beginning before January 1, 1990, the applicable annual Pay limit is $200.000.

Pay means, for a Leased Employee, Pay for the services the Leased Employee
performs for us, determined in the same manner as the Pay of Employees who are
not Leased Employees, regardless of whether such Pay is received directly from
us or from the leasing organization.

Pay Year means the period defined in Item M of the Adoption Agreement - Plus.

Period of Military Duty means, for an Employee

(a) who served as a member of the armed forces of the United States, and

(b) who was reemployed by us at a time when the Employee had a right to
    reemployment in accordance with seniority rights as protected under Section
    2021 through 2026 of Title 38 of the United States Code,

the period of time from the date the Employee was first absent from work for us
because of such military duty to the date the Employee was reemployed.

Period of Service means a period of time beginning on an Employee's Hire or
Rehire Date, whichever applies, and ending on his Severance Date.

Period of Severance means a period beginning on an Employee's Severance Date and
ending on the date he again performs an Hour of Service.

A one-year Period of Severance means a Period of Severance of 12 consecutive
months.

Solely for purposes of determining whether a one-year Period of Severance has
occurred for entry or vesting purposes, the 12-consecutive month period
beginning on the first anniversary of the first date of a Parental Absence
shall not be a one-year Period of Severance.

Plan means our retirement plan set forth in the attached Adoption Agreement and
this document, including any later amendments to them. If this Plan is
trusteed, the term Plan shall include the term Trust, unless the context
clearly indicates otherwise.

Plan Administrator means the person named in Item H.

Plan Year means a 12-consecutive month period beginning on a Yearly Date and
ending on the day before the next Yearly Date. If the Yearly Date changes, the
change will result in a short Plan Year. If a service period or the Pay Year is
based on the Plan Year, corresponding years before the Effective Date shall be
included.

Predecessor means a Predecessor designated in Item I.

Prior Plan means a retirement plan of ours or of a Predecessor which was
qualifiable under Code Section 401(a), and of which this Plan is a restatement,
as specified in the initial Adoption Agreement. If, because of a merger,
consolidation or transfer of assets or liabilities, this Plan is a continuation
of a plan which was qualifiable under Code Section 401(a), that plan shall be a
Prior Plan. If, with the approval of any governmental agency to which it is
subject, the assets of a terminated plan of ours which was qualified under Code
Section 401(a) are transferred to this Plan, that terminated plan shall be
deemed to be the Prior Plan.

Prior Plan Assets means the assets accumulated under the Prior Plan which have
not been distributed and which are held under this Plan.

Qualified Joint and Survivor Form means, for a Member who has a spouse, a
survivorship life annuity with installment refund, where the Contingent
Annuitant is the Member's spouse and the survivorship percentage is 50%. A
former spouse will be treated as the spouse to the extent provided under a
qualified domestic relations order as described in Code Section 414(p). If a
Member does not have a spouse, the Qualified Joint and Survivor Form means the
Normal Form.

The amount of the benefit payable under the Qualified Joint and Survivor Form
shall be the amount of benefit which may be provided by the Member's Vested
Account.

Qualified Matching Contributions means Matching Contributions which are 100%
vested when made and which (including investment gain) may not be distributed
before the Member's separation from service, death, the date the Member becomes
Totally Disabled, before the events described in the last paragraph of Section
5.04, or before termination of Plan as described in Article VII. Our Matching
Contributions shall be Qualified Matching Contributions if so elected in Item O.

Qualified Nonelective Contributions means Employer Contributions which are 100%
vested when made and which (including investment gain) may not be distributed
before the Member's separation from service, death, the date the Member becomes
Totally Disabled, before the events described in the last paragraph of Section
5.04, or before termination of the Plan as described in Article VII. (See Item
P of the Adoption Agreement - Plus and Section 3.01.)

Qualified Preretirement Survivor Annuity means a life annuity with installment
refund payable to the surviving spouse of a Member who dies before his Annuity
Starting Date. A former spouse will be treated as the surviving spouse to the
extent provided under a qualified domestic relations order as described in Code
Section 414(p).

Quarterly Date means each Yearly Date and the third, sixth and ninth Monthly
Date after each Yearly Date which is within the same Plan Year.

Reentry Date means the date a former Active Member reenters the Plan. (See
Section 2.01.)

Rehire Date means the date an Employee first performs an Hour of Service
following an Entry Break, when the hours method is used, or a Period of
Severance, when the elapsed time method is used.

Required Contributions means nondeductible contributions required from a Member
in order to participate in the Prior Plan.

Restatement Date means the date our retirement plan was last restated. (See
Item A of the initial Adoption Agreement.)

Retirement Date means the date a retirement benefit will begin and is a
Member's Early, Normal or Late Retirement Date, as the case may be.

Rollover Contributions means the Rollover Contributions which are made by or
for a Member. (See Section 3.03.)

Semi-yearly Date means each Yearly Date and the sixth Monthly Date after each
Yearly Date which is within the same Plan Year.

                                      -6-
<PAGE>   10
Severance Date means the earlier of

(a)  the date on which an Employee quits, retires, dies or is discharged, or

(b)  the first anniversary of the date an Employee begins a one-year absence
     from service (with or without pay). This absence may be the result of any
     combination of vacation, holiday, sickness, disability, leave of absence,
     or layoff.

Solely to determine whether a one-year Period of Severance has occurred for
entry or vesting purposes for an Employee who is absent from service beyond the
first anniversary of the first day of a Parental Absence. Severance Date is the
second anniversary of the first day of the Parental Absence. The period between
the first and second anniversaries of the first day of the Parental Absence is
not a Period of Service and is not a Period of Severance.

Taxable Wage Base means the maximum amount of earnings which may be considered
wages for a year under Code Section 3121(a)(1).

TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

TEFRA Compliance Date means the date our Plan is to comply with the provisions
of TEFRA. The TEFRA Compliance Date as used in this Plan is.

(a)  for purposes of determining the Maximum Permissible Amount and
     contribution limitations of Section 3.06.

     (1)  if this Plan was in effect on July 1, 1982, the first day of the
          first Limitation Year which begins after December 31, 1982, or

     (2)  if this Plan was not in effect on July 1, 1982, the first day of the
          first Limitation Year which ends after July 1, 1982.

(b)  for all other purposes, the first Yearly Date after December 31, 1983.

Totally Disabled means that a Member is disabled, as a result of sickness or
injury, to the extent that he is prevented from engaging in any substantial
gainful activity, and is eligible for and receives a disability benefit under
Title II of the Federal Social Security Act.

If our Employees are not covered under Title II of the Federal Social Security
Act, Totally Disabled means that a Member is disabled as a result of sickness
or injury, to the extent that he is completely prevented from performing any
work, engaging in any occupation for wage or profit and has been continuously
disabled for six months. Initial written proof that the disability exists and
has continued for at least six months must be furnished to the Plan
Administrator by the Member within one year after the date the disability
begins. The Plan Administrator, upon receipt of any notice of proof of a
Participant's total disability, shall have the right and opportunity to have
physician it designates examine the Member when and as often as it may
reasonably require, but not more than once each year after the disability has
continued uninterruptedly for at least two years beyond the date of furnishing
the first proof.

Trust means, for trusteed plans, the Agreement of Trust set out in Article
VIIIA.

Trust Fund means, for trusteed plans, the total funds held under the Trust as
provided in Article VIIIA.

Trustee means, for trusteed plans, the party or parties named in Item T. The
term Trustee as it is used in this Plan shall include the plural unless the
context clearly indicates the singular is meant.

Vested Account means, on any date, the vested part of a Member's Account
(including the cash values of any insurance coverage on his life under this
Plan). If the Member's Vesting Percentage is 100%, the Vested Account equals
his Account. If the Member's Vesting Percentage is not 100%, the Vested Account
equals the sum of (a) and (b) below:

(a)  The part of the Member's Account resulting from vested Employer
     Contributions made before any prior Forfeiture Date, and from Member
     Contributions and Rollover Contributions. The Member is fully (100%)
     vested in this part of his Account.

(b)  The balance of the Member's Account in excess of the amount in (a) above
     multiplied by his Vesting Percentage.

     If the Member has withdrawn any part of his Account resulting from our
     Contributions, other than vested Employer Contributions included in (a)
     above, the amount determined under this subparagraph (b) shall be equal to
     P(AB + D)-D as defined below:

     P    The Member's Vesting Percentage.

     AB   the balance of the Member's Account in excess of the amount in (a)
          above.

     D    The amount of withdrawal resulting from our Contributions, other than
          our vested Contributions included in (a) above.

Vesting Break means, when the elapsed time method is used, a one-year Period of
Severance. An Employee incurs a Vesting Break on the last day of a one-year
Period of Severance.

When the hours method is used, Vesting Break is defined in Item V. However, if
the Adoption Agreement - Plus is not used, Vesting Break means a Vesting
Service Period in which an Employee does not have more than one-half of the
Hours of Service required in Item V for a year of Vesting Service. An Employee
incurs a Vesting Break on the last day of the Besting Service Period in which
he has a Vesting Break.

Vesting Percentage means the Vesting Percentage of a Member determined under
Item U. If the computation of Vesting Percentage is changed (whether directly
or indirectly), a Member's Vesting Percentage as of the day before the change
shall not be reduced due to the change. Indirect changes include, but are not
limited to, changes in Early Retirement Date requirements or the method of
crediting Vesting Service. The provisions of Section 9.01 regarding changes in
the computation of Vesting Percentage shall apply.

Vesting Service means an Employee's service determined under Item V. Vesting
Service is subject to the modifications selected under that item. Vesting
Service shall include service with a Controlled Group member while we are both
members of the Controlled Group.

If, under Item V(4), Vesting Service is determined under the Prior Plan
provisions, service before the date the Prior Plan became subject to ERISA may
be disregarded if such service would have been disregarded under the Prior Plan
break in service rules as in effect on the day before such date.


                                      -7-
<PAGE>   11
Vesting Service shall include a Period of Military Duty. If the elapsed time
method is used, the entire Period of Military Duty shall be included to the
extent it has not already been counted as Vesting Service. If the hours method
is used, an Hour of Service shall be credited (without regard to the 501 Hours
of Service limitation) for each hour the Employee would normally have been
scheduled to work for us during such Period of Military Duty, to the extent
such hour has not already been credited as Vesting Service.

If the elapsed time method is used and the Employee has more than one countable
Period of Service or if all or a part of a Period of Service is not counted,
Vesting Service shall be determined by adjusting his Hire Date so that the
Employee has one continuous period of Vesting Service equal to the total of all
his countable Periods of Service. This period of Vesting Service shall be
expressed as whole years (on the basis that 365 days equal one year) and days.

If the elapsed time method is used, Vesting Service shall include a Period of
Severance (service spanning rule) if

(a)  the Period of Severance immediately follows a period during which an
     Employee is not absent from work and ends within twelve months, or

(b)  the Period of Severance immediately follows a period during which an
     Employee is absent from work for any reason other than quitting, being
     discharged, or retiring (such as a leave of absence or layoff) and ends
     within twelve months of the date he was first absent.

If the Prior Plan applied the rule of parity before the first Yearly Date in
1985, an Employee's Vesting Service, accumulated before a Vesting Break which
occurred before that date, shall be excluded according to the Prior Plan
provisions if (a) his Vesting Percentage is zero, and (b) his latest period of
consecutive Vesting Breaks equals or exceeds his prior Vesting Service
(disregarding any Vesting Service that was excluded because of a previous
period of Vesting Breaks).

For a Member who is not credited with an Hour of Service on or after the first
Yearly Date in 1985, Vesting Service accrued before such date and before an age
greater than 18 (before the beginning of the Vesting Service Period in which he
attained that age, when the hours method is used) shall be excluded if the
Prior Plan excluded such service.

If the method of crediting Vesting Service changes, the provisions of Sections
9.01 and 9.12 shall apply.

Vesting Service Period means the period defined in Item V. However, if the
Adoption Agreement - Plus is not used. Vesting Service Period means a
12-consecutive month period ending on the last day of the Plan Year.

Voluntary Contributions means the Contributions by a Member that are not
required as a condition of employment or membership or for obtaining
additional benefits from our Contributions. (See Item S and Section 3.02)

Yearly Date means the Yearly Date defined in Item E.

Years of Service means an Employee's Vesting Service as defined in Item V,
disregarding any modifications which exclude service.

If Vesting Service is not defined in Item V, then for purposes of determining
Years of Service, Vesting Service shall be deemed to be determined using the
elapsed time method.

-------------------------------------------------------------------------------
ARTICLE II
MEMBERSHIP
-------------------------------------------------------------------------------

SECTION 2.01 - ACTIVE MEMBERSHIP.

An Employee shall first become an Active Member (begin active participation in
the Plan) on the earliest date specified in Item L on which he is an Eligible
Employee and has met all of the entry requirements selected in Item K. This
date is the Member's Entry Date.

Each Employee who was an active member under the Prior Plan on the day before
the Restatement Date shall become an Active Member under this Plan on the
Restatement Date if he is still an Eligible Employee. The Member's entry date
under the Prior Plan is deemed to be his Entry Date under this Plan.

If a person has been an Eligible Employee who has met all of the entry
requirements selected in Item K but is not an Eligible Employee on the date
which would have been his Entry Date, he shall become an Active Member on the
date he again becomes an Eligible Employee. This date is the Member's Entry
Date.

A former Active Member shall reenter the Plan as an Active Member on the date
he again performs an Hour of Service as an Eligible Employee. This date is the
Member's Reentry Date. An Inactive Member ceases to be an Inactive Member on
his Reentry Date.

A Member's benefits under this Plan shall not be duplicated because of more
than one period as an Active Member.

SECTION 2.02 - CEASING ACTIVE MEMBERSHIP.

An Active Member shall become an inactive Member (stop accruing benefits under
the Plan) on the earlier of the following:

(a)  The date the Member ceases to be an Eligible Employee (his Retirement Date
     if he ceases to be an Eligible Employee within one month of his Retirement
     Date).

(b)  The effective date of complete termination of the Plan under Article VII.

An Employee or former Employee who was an inactive member under the Prior Plan
on the day before the Restatement Date shall become an Inactive Member under
this Plan on the Restatement Date. Eligibility for any benefits payable to the
Member or on his behalf and the amount of the benefits shall be determined
according to the provisions of the Prior Plan.

A Member shall cease to be a Member on the date he is no longer an Eligible
Employee and his Account is zero.

SECTION 2.03 - ADOPTING EMPLOYERS - SEPARATE PLANS.

If Item Z(1)(a)(i) of the Adoption Agreement - Plus is selected, each Adopting
Employer listed in Item Z maintains this Plan as a separate and distinct plan
for the exclusive benefit of its employees. If Item Z(1)(a)(ii) of the Adoption
Agreement -- Plus is selected, each Adopting Employer identified in Item
Z(1)(a)(ii) maintains this Plan as a separate and distinct plan for the
exclusive benefit of its employees. An adopting Employer's adoption of the Plan
shall be in writing if the Adopting Employer

                                      -8-
<PAGE>   12
did not maintain a Prior Plan, the date of adoption specified in Item Z is the
Effective Date of its Plan. This date is the first Yearly Date for the Adopting
Employer's Plan and shall be the Entry Date for any of its employees who have
met the requirements in Section 2.01 as of that date. If the Adopting Employer
did maintain a Prior Plan, the date of adoption is the Restatement Date of its
Plan.

An Adopting Employer shall be deemed to be the Employer but only with respect
to its Plan and for those Employees who are on its payroll. In interpreting the
Adoption Agreement and this document as to an Adopting Employer, the terms
Employer, we, us, and ours shall be deemed to refer to the Adopting Employer
and the Adopting Employer's fiscal year is deemed to be the Fiscal Year. The
primary Employer in Item B is deemed to be an Adopting Employer for purposes of
the following two paragraphs.

The Contributions made by an Adopting Employer, and Forfeitures arising from
such Contributions, shall not be used to fund the benefits for Employees of any
other Adopting Employer. Service with an Adopting Employer shall be included as
service with all other Adopting Employers and transfer of employment, without
interruption, between Adopting Employers shall not be an interruption of
service. If an Active Member ceases to be an Employee of an Adopting Employer
on other than the last day of the Plan Year and immediately becomes an Employee
of another Adopting Employer, he shall be an Active Member under the first
Adopting Employer's Plan until the next annual Contribution, if any, is due,
regardless of whether he has also become an Active Member in the other
Adopting Employer's Plan. Both Adopting Employers' Contributions on his behalf
will be proportionately reduced on that date based upon his period of
employment with and Pay from each.

If an integrated allocation formula is in effect and a Member received Pay from
more than one Adopting Employer during a Pay Year, the Integration Level used
to determine the allocation of an Adopting Employer's Contributions is equal to
his Integration Level multiplied by the ratio of (a) the Member's Pay from the
Adopting Employer for that year to (b) the Member's Pay from all Adopting
Employers for that year.

Any amendment to the Plan by the primary Employer in Item B of the Adoption
Agreement shall be deemed to be an amendment to each Adopting Employer's Plan.
Without the consent of any other Adopting Employer, an Adopting Employer may
restate its Plan in the form of a separate document at any time and, in that
event, cease to be an Adopting Employer. An employer shall not be an Adopting
Employer if it ceases to be controlled by us or affiliated with us. Such an
employer may continue its Plan by restating it in the form of a separate
document. This Plan shall be amended to delete a former Adopting Employer from
Item Z of the Adopting Agreement.

If the Plan of the Adopting Employer terminates, the provisions of Article VII
shall apply to its Plan.

SECTION 2.04 - ADOPTING EMPLOYERS - SINGLE PLAN.

If the Adoption Agreement - Plus is not used, each Adopting Employer listed in
Item Y and each Controlled Group member, whether or not listed in that item,
shall be an Adopting Employer who participates with us in this Plan. If Item
Z(1)(b)(i) of the Adoption Agreement - Plus is selected, each Adopting Employer
listed in Item Z participates with us in this Plan. If Item Z(1)(b)(ii) of the
Adoption Agreement - Plus is selected, each Adopting Employer identified in Item
Z(1)(b)(ii) participates with us in this Plan. An Adopting Employer's agreement
to participate in this Plan shall be in writing. Employees of Adopting Employers
who do not make such written agreement shall not be eligible to become Members
and shall be entitled to Contributions in the same manner as if their employers
had agreed to participate in the Plan. An Adopting Employer has no rights or
privileges under this Plan.

If the Adopting Employer did not maintain a Prior Plan, the date of
participation in Item Z (Item Y) shall be the Entry Date for any of its
employees who have met the requirements in Section 2.01 as of that date.
Service with and pay from an Adopting Employer shall be included as service
with and pay from us. Transfer of employment, without interruption, between an
Adopting Employer and another Adopting Employer or us shall be considered an
interruption of service. Our Fiscal Year in Item F shall be the Fiscal Year
used in interpreting this Plan for Adopting Employers.

Contributions made by an Adopting Employer shall be treated as Contributions
made by us. Forfeitures arising from those Contributions shall be used for the
benefit of all Members.

An employer shall not be an Adopting Employer if it ceases to be controlled by
us or affiliated with us. Such an employer may continue a retirement plan for
its employees in the form of a separate document. This Plan shall be amended to
delete a former Adopting Employer from the list of Adopting Employers in the
Adoption Agreement.

If an employer ceases to be an Adopting Employer and does not continue a
retirement plan for the benefit of its employees, partial termination may
result and the provisions of Article VII apply.

ARTICLE III
CONTRIBUTIONS
_______________________________________________________________________________

SECTION 3.01 - EMPLOYER CONTRIBUTIONS.

Our Contributions are conditioned on initial qualification of the Plan. If the
Plan is denied initial qualification, the provisions of Section 9.14 shall
apply.

The amount of our Contributions is specified in the Adoption Agreement. Our
Contributions are made from Net Profits unless otherwise specified in Item Q.
Notwithstanding the foregoing, the Plan shall continue to be designed to qualify
as a profit sharing plan for purposes of Code Sections 401(a), 402, 412, and
417.

No member shall be permitted to have Elective Deferral Contributions, as
defined in Section 3.07, made under this Plan, or any other qualified plan
maintained by us, during any taxable year, in excess of the dollar limitation
contained in Code Section 402(g) in effect at the beginning of such taxable
year.

If Matching Contributions, Additional Contributions or Qualified Nonelective
Contributions under Item P(1)(a) of the Adoption Agreement - Plus are made from
Net Profits, Item Q, and our Net Profits are not sufficient to provide such
Contributions, such Contributions shall be proportionately reduced.

Our Contributions are allocated according to the provisions of Section 3.05.



                                      -9-

<PAGE>   13
If Item Q(2)(a) is selected, we may make all or part of our annual Contributions
before the end of the Plan Year. Such Contributions shall be allocated when made
in a manner which approximates the allocation which would otherwise have been
made as of the last day of the Plan Year. Succeeding allocations shall take into
account amounts previously allocated for the Plan Year. The percentage of our
Contributions allocated to the Member for the Plan Year shall be the same
percentage which would have been allocated to him if the entire allocation had
been made as of the last day of the Plan Year.

We shall pay to the Insurer or Trustee our Contributions used to determine the
Actual Deferral Percentage, as defined in Section 3.07, (Elective Deferral
Contributions, Qualified Nonelective Contributions, and Qualified Matching
Contributions) to the Plan for each Plan Year not later than the end of the
twelve-month period immediately following the Plan Year for which they are
deemed to be paid. Any such Contributions accumulated through payroll deductions
shall be paid within 90 days of the date withheld or the date it is first
reasonably practical for us to do so, if earlier.

A portion of the Plan assets resulting from our Contributions (but not more than
the original amount of those Contributions) may be returned if our Contributions
are made because of a mistake of fact or are more than the amount deductible
under Code Section 404 (excluding any amount which is not deductible because the
Plan is disqualified). The amount involved must be returned to us within one
year after the date our Contributions are made by mistake of fact or the date
the deduction is disallowed, whichever applies. Except as provided under this
paragraph and Articles VII and IX, the assets of the Plan shall never be used
for our benefit and are held for the exclusive purpose of providing benefits to
Members and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

Prior Plan Assets which result from contributions made by us shall be treated in
the same manner as Employer Contributions made under this Plan. They shall be
treated in the same manner as Employer Contributions made under this Plan before
a Forfeiture Date if the Prior Plan Assets are transferred from a terminated
plan.

SECTION 3.02 -- VOLUNTARY CONTRIBUTIONS BY MEMBERS.

If permitted under Item S, an Active Member may make Voluntary Contributions.
Voluntary Contributions shall be made according to nondiscriminatory procedures
and limitations set up by the Plan Administrator.

A Member's membership in the Plan is not affected by stopping or changing
Voluntary Contributions. An Active Member's request to start, change, or stop
Voluntary Contributions must be in writing on a form furnished for that purpose.
The form must be delivered to the Plan Administrator before the date the Member
is to start, change, or stop Voluntary Contributions.

The part of the Member's Account resulting from Voluntary Contributions is fully
(100%) vested and nonforfeitable at all times.

Prior Plan Assets which result from voluntary contributions made by the Member
shall be treated in the same manner as Voluntary Contributions made under this
Plan. These Prior Plan Assets may include deductible Voluntary Contributions
which were made according to the provisions of the Prior Plan.

SECTION 3.03 -- ROLLOVER CONTRIBUTIONS.

With our consent, a Rollover Contribution may be made by or for an Eligible
Employee if the following conditions are met:

(a) The Contribution is a rollover contribution which the Code permits to be
    transferred to a plan that meets the requirements of Code Section 401(a).

(b) If the Contribution is made by the Eligible Employee, it is made within
    sixty days after he receives the distribution.

(c) The Eligible Employee furnishes evidence satisfactory to the Plan
    Administrator that the proposed transfer is in fact a rollover contribution
    which meets conditions (a) and (b) above.

The Rollover Contribution may be made by the Eligible Employee or the Eligible
Employee may direct the trustee or named fiduciary of another plan to transfer
the funds which would otherwise be a Rollover Contribution directly to this
Plan. Such transferred funds shall be called a Rollover Contribution. The
Contribution shall be made according to procedures set up by the Plan
Administrator.

If an Eligible Employee participated in a retirement plan which met the
requirements of Code Section 401(a), with our consent, the trustee or named
fiduciary of that plan may transfer funds which could not have been a Rollover
Contribution to this Plan on behalf of the Eligible Employee. The transferred
funds shall be called a Rollover Contribution. If such Rollover Contributions
were made for a period when the Eligible Employee was a five-percent owner of
the employer that maintained the plan, the Rollover Contributions shall be
treated in the same manner as if they were Contributions made under this Plan
for a period when he was a five-percent owner of us.

If the Eligible Employee is not an Active Member when the Rollover Contribution
is made, he shall be deemed to be an Active Member only for the purpose of
investment and distribution of the Rollover Contribution. Our Contributions
shall not be made for or allocated to the Eligible Employee and he may not make
Member Contributions until the time he meets all of the requirements to become
an Active Member.

Rollover Contributions made by or for an Eligible Employee shall be credited to
his Account. The part of the Member's Account resulting from Rollover
Contributions is fully (100%) vested and nonforfeitable at all times. A separate
accounting record shall be maintained for that part of his Rollover Contribution
consisting of voluntary contributions which were deducted from the Member's
gross income for Federal income tax purposes.

Prior Plan Assets which result from the Member's rollover contributions shall be
treated in the same manner as Rollover Contributions made under the Plan.

SECTION 3.04 -- FORFEITURES AND RESTORATION.

The Nonvested Account of a Member shall be forfeited as of the earlier of the
following: the date the Member dies, if prior to such date he had ceased to be
an Employee or this Forfeiture Date. All or part of a Member's Nonvested Account
will be forfeited if, after he ceases to be an Employee, he receives a
distribution of his entire Vested Account or a distribution of his Vested
Account derived from our Contributions which were not 100% vested when made
according to the provisions of Section 5.03 or Section 9.10. If a Member's
Vested Account is zero on the date he ceases to be an Employee, he shall be
deemed to

                                      -10-
<PAGE>   14
have received a distribution of his entire Vested Account on such date. The
forfeiture will occur as of the date he receives the distribution or on the
date such provision became effective, if later. If he receives a distribution
of his entire Vested Account, his entire Nonvested Account will be forfeited.
If he receives a distribution of his Vested Account from our Contributions which
were not 100% vested when made, but less than his entire Vested Account, the
amount to be forfeited will be determined by multiplying his Nonvested Account
by a fraction. The numerator of the fraction is the amount of the distribution
derived from our Contributions which were not 100% vested when made and the
denominator of the fraction is his entire Vested Account derived from such
Contributions on the date of the distribution.

If the Adoption Agreement - Plus is used, Forfeitures shall be allocated as of
the last day of the Plan Year in which such Forfeitures arise or applied to
reduce the earliest Employer Contribution made after the Forfeitures are
determined as provided in Item P(4). Forfeitures shall be determined at least
once during each taxable year of ours. If the Adoption Agreement - Plus is not
used and Item P(2) is selected, Forfeitures shall be allocated with our
Discretionary Contributions and deemed to be Discretionary Contributions as of
the last day of the Plan Year in which such Forfeitures arise. If the Adoption
Agreement - Plus is not used and Item P(2) is not selected, Forfeitures shall
be applied to reduce the earliest Employer Contribution made after the
Forfeitures are determined. Forfeitures of Matching Contributions which relate
to excess amounts shall be applied as provided in Section 3.07.

Forfeitures may first be applied to pay expenses under the Plan which would
otherwise be paid by us before they are applied or allocated as provided above.
Upon their application or allocation, such Forfeitures shall be deemed to be
Employer Contributions.

If a Member again becomes an Eligible Employee after receiving a distribution
which caused his Nonvested Account to be forfeited, he shall have the right to
repay to the Plan the entire amount of the distribution he received (excluding
any amount of such distribution resulting from Contributions which were 100%
vested when made). The repayment must be made before the earlier of the date
five years after the date he again becomes an Eligible Employee or the end of
the first period of five consecutive Vesting Breaks which begin after the date
of the distribution.

If the Member makes the repayment provided above, the Plan Administrator shall
restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If the Member was deemed to have received a distribution because his
Vested Account was zero or the Plan did not have the repayment provisions in
effect on the date the distribution was made and he again performs an Hour of
Service as an Eligible Employee within the repayment period, the Plan
Administrator shall restore the Member's Account as if he had made a required
repayment on the date he performed such Hour of Service. Restoration of the
Member's Account shall include restoration of all Code Section 411(d)(6)
protected benefits with respect to the restored Account, according to applicable
Treasury regulations. Provided, however, the Plan Administrator shall not
restore the Nonvested Account if a Forfeiture Date has occurred after the date
of the distribution and on or before the date of repayment and that Forfeiture
would result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore. The Plan Administrator shall restore the Member's Account by
the close of the Plan Year following the Plan Year in which repayment is made.

SECTION 3.05 - ALLOCATION.

Our Contributions which are not subject to the requirements of Item Q(2) shall
be allocated to the Members for whom they were made and credited to the Members
Accounts. Our Contributions which are subject to the requirements of Item Q(2)
plus any Forfeitures released for allocation for the Plan Year, shall be
allocated among all persons meeting the requirements in Items P and Q. The
amount allocated to such person shall be determined under the allocation formula
selected in the Adoption Agreement and Article X.

In determining the amount of our Contributions allocated to a Member who is a
Leased Employee, contributions and benefits provided by the leasing
organization which are attributable to services such Leased Employee performs
for us shall be treated as provided by us. Those contributions or benefits
shall not be duplicated under this Plan.

SECTION 3.06 - CONTRIBUTION LIMITATION.

(a) For the purpose of determining the contribution limitation set forth in this
    section, the following terms are defined:

    Addition Additions mean the sum of the following amounts credited to a
    Member's account for the Limitation Year:

    (1) employer contributions,

    (2) employee contributions,

    (3) forfeitures, and

    (4) amounts allocated, after March 31, 1984, to an individual medical
        account, as defined in Code Section 415(1)(2), which is part of a
        pension or annuity plan maintained by the Employer.


    These amounts are treated as Annual Additions to a defined contribution
    plan. Also amounts derived from contributions paid or accrued after December
    31, 1985, in taxable years ending after such date, which are attributable to
    post-retirement medical benefits, allocated to the separate account of a key
    employee, as defined in Code Section 419A(d)(3), under a welfare benefit
    fund, as defined in Code Section 419(e), maintained by the Employer are
    treated as Annual Additions to a defined contribution plan.

    For this purpose, any Excess Amount applied under (d) and (j) below in the
    Limitation Year to reduce Employer Contributions will be considered Annual
    Additions for such Limitation Year.

    Compensation means one of the following as elected in Item M for purposes of
    this section and as defined below:

    (1) information required to be reported under Code Sections 6041 and 6051
        (Wages, Tips and Other Compensation Box on form W-2). Compensation is
        defined as a Member's wages within the meaning of Code Section 3401(a)
        and all other payments of compensation to an Employee by us (in the
        course of our trade or business), for which we are required to furnish
        the Employee a written statement under Code Section 6041(d) and
        6051(a)(3), which is actually paid or made available by us for a
        specified period.



<PAGE>   15
     Compensation is determined without regard to any rules under Code Section
     3401(a) that limit the remuneration included in wages based on the nature
     or location of the employment or services performed (such as the exception
     for agricultural labor in Code Section 3401(a)(2)).

(2)  Code Section 3401(a) wages (Wages for purposes of income tax withholding).
     Compensation is defined as a Member's wages within the meaning of Code
     Section 3401(a), for the purpose of income tax withholding at the source,
     which is actually paid or made available by us for a specified period.
     Compensation is determined without regard to any rules under Code Section
     3401(a) that limit the remuneration included in wages based on the nature
     or location of the employment or the services performed (such as the
     exception for agricultural labor in Code Section 3401(a)(2)).

(3)  415 state-harbor compensation. Compensation is defined as a Member's wages,
     salaries, and fees for professional service and other amounts received
     (without regard to whether or not an amount is paid in cash) for personal
     service actually rendered in the course of employment with the employer
     maintaining the plan to the extent that the amounts are includible in gross
     income (including, but not limited to, commissions paid salesmen,
     compensation for services on the basis of a percentage of profits,
     commissions on insurance premiums, tips, bonuses, fringe benefits and
     reimbursements or other expense allowances under a nonaccountable plan (as
     described in Section 1.62-2(c) of the regulations)), and excluding the
     following:

     (i)   Employer contributions to a plan of deferred compensation to the
           extent contributions are not included in the gross income of the
           Employee for the taxable year in which contributed, or employer
           contributions under a simplified employee pension plan to the extent
           such contributions are deductible by the Employee, or any
           distributions from a plan of deferred compensation.

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

     (iii) Amounts realized from the sale, exchange or other disposition of
           stock acquired under a qualified stock option.

     (iv)  Other amounts which receive special tax benefits, or contributions
           made by the employer (whether or not under a salary reduction
           agreement) towards the purchase of an annuity contract described in
           Code Section 403(b) (whether or not the contributions are actually
           excludible from the gross income of the Employee).

For any self-employed individual Compensation will mean earned income.

For Limitation Years beginning after December 31, 1991, for purposes of
applying the limitations of this section, Compensation for a Limitation Year is
the Compensation actually paid or made available during such Limitation Year.

For any Limitation Year beginning after December 31, 1988, only the first
$200,000 (multiplied by the Adjustment Factor) of the Member's Compensation
shall be taken into account under the Plan.

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

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

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

Defined Contribution Plan Fraction means a fraction, the numerator of which is
the sum of the Annual Additions to the Member's account under all the defined
contribution plans (whether or not terminated) maintained by the Employer for
the current and all prior Limitation Years (including the Annual Additions
attributable to the Member's nondeductible employee contributions to all
defined benefit plans, whether or not terminated, maintained by the Employer,
and the Annual Additions attributable to all welfare benefit funds, as defined
in Code Section 419(e), and individual medical accounts, as defined in Code
Section 415(l)(2), maintained by the Employer), and the denominator of which is
the sum of the maximum aggregate amounts for the current and all prior
Limitation Years of service with the Employer (regardless of whether a defined
contribution plan was maintained by the Employer). The maximum aggregate amount
in any Limitation Year is the lesser of 125 percent of the dollar limitation
determined under Code Section 415(b) and (d) in effect under Code Section
415(c)(1)(A) of the Code or 35 percent of the Member's Compensation for such
year.

If the Member was a member as of the end of the first Limitation Year beginning
after December 31, 1986, in one or more defined contribution plans maintained
by the Employer which were in existence on May 6, 1986, the numerator of this
fraction shall be adjusted if the sum of this fraction and the Defined Benefit
Plan Fraction would otherwise exceed 1.0 under the terms of this Plan. Under
the adjustment an amount equal to the product of (1) the


                                      -12-

<PAGE>   16
excess of the sum of the fractions over 1.0 times (2) the denominator of this
fraction, will be permanently subtracted from the numerator of this fraction.
The adjustment is calculated using the fractions as they would be computed as of
the end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the plan made after May
5, 1986, but using the Code Section 415 limitations applicable to the first
Limitation Year beginning on or after January 1, 1987.

The Annual Addition for any Limitation Year beginning before January 1, 1987,
shall not be recomputed to treat all employee contributions as Annual Additions.

Employer means the employer that adopts this Plan and all members of a
controlled group of corporations (as defined in Code Section 414(b) as modified
by Code Section 415(h)), all commonly controlled trades or businesses (as
defined in Code Section 414(c) as modified by Code Section 415(h)) or affiliated
service groups (as defined in Code Section 414(m)) of which the adopting
employer is a part, and any other entity required to be aggregated with the
employer pursuant to regulations under Code Section 414(o).

Excess Amount means the excess or the Member's Annual Additions for the
Limitation Year over the Maximum Permissible Amount.

Highest Average Compensation means the average Compensation for the three
consecutive Years of Service (see Section 1.02) with the Employer that produces
the highest average.

Limitation Year means a calendar year or the 12-consecutive month period elected
by the Employer in Item R. If the Limitation Year ends on the last day of the
Fiscal Year and the Fiscal Year is a 52-53 week period, then the Limitation Year
shall be such period. All qualified plans maintained by the Employer must use
the same Limitation Year. If the Limitation Year is amended to a different
12-consecutive month period, the new Limitation Year must begin on a date within
the Limitation Year in which the amendment is made.

Master or Prototype Plan means a plan the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

Maximum Permissible Amount means the maximum Annual Addition that may be
contributed or allocated to a Member's Account under the Plan for any Limitation
Year. This amount shall not exceed the lesser of:

(1) the Defined Contribution Dollar Limitation, or

(2) 25 percent of the Member's Compensation for the Limitation Year.

The compensation limitation referred to in (2) shall not apply to any
contribution for medical benefits (within the meaning of Code Section 401(h) or
Code Section 419A(f)(2)) which is otherwise treated as an Annual Addition under
Code Section 415(l)(1) or 419A(d)(2).

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

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

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

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

    (2) the Member's Compensation for the current Limitation Year and all other
        relevant factor used to determine benefits under the plan will remain
        constant for all future Limitation Years.

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

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

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

(e) If pursuant to (d) above, as a result of the allocation of forfeitures, or
    as a result of a reasonable error in determining the amount of Elective
    Deferrals (within the meaning of Code Section 402(g)(3)) that may be made
    with respect to any individual under the limits of Code Section 415, there
    is an Excess Amount, the excess will be disposed of as follows:

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

    (2) Any Elective Deferral Contributions, to the extent they would reduce the
        excess amount, will be returned to the Member;

    (3) If after the application of (1) and (2) above an Excess Amount still
        exists, and the Member is covered by the

                                      -13-
<PAGE>   17
          Plan at the end of the Limitation Year, the Excess Amount in the
          Member's Account will be used to reduce Employer Contributions
          (including any allocation of forfeitures) for such Member in the next
          Limitation Year, and each succeeding Limitation Year if necessary.

     (4)  If after the application of (1) and (2) above an excess amount still
          exists, and the Member is not covered by the Plan at the end of a
          Limitation Year, the Excess Amount will be held unallocated in a
          suspense account. The suspense account will be applied to reduce
          future Employer Contributions for all remaining Members in the next
          Limitation Year, and each succeeding Limitation Year if necessary.

     (5)  If a suspense account is in existence at any time during a Limitation
          Year pursuant to this (e), it will participate in the allocation of
          the trust's investment gains or losses. If a suspense account is in
          existence at any time during a particular Limitation Year, all amounts
          in the suspense account must be allocated and reallocated to Member's
          Accounts before any Employer or any Member contributions may be made
          to the Plan for that Limitation Year. Excess amounts may not be
          distributed to Members or former Members.

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

(g)  Prior to determining the Member's actual Compensation for the Limitation
     Year, the Employer may determine the Maximum Permissible Amount for a
     Member in the manner described in (c) above.

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

(i)  If pursuant to (h) above, as a result of the allocation of forfeitures, or
     as a result of a reasonable error in determining the amount of Elective
     Deferrals (within the meaning of Code Section 402(g)(3)) that may be made
     with respect to any individual under the limits of Code Section 415, a
     Member's Annual Additions under this Plan and such other plans would
     result in an Excess Amount for a Limitation Year, the Excess Amount will
     be deemed to consist of the Annual Additions last allocated, except that
     Annual Additions attributable to a welfare benefit fund or individual
     medical account will be deemed to have been allocated first regardless of
     the actual allocation date.

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

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

     (2)  the ratio of (i) the Annual Additions allocated to the Member for the
          Limitation Year as of such date under this Plan to (ii) the total
          Annual Additions allocated to the Member for the Limitation Year as of
          such date under this and all the other qualified defined contribution
          Master and Prototype Plans.

(k)  Any excess amount attributed to this Plan will be disposed in the manner
     described in (e) above.

(l)  If the Member is covered under another qualified defined contribution plan
     maintained by the Employer which is not a Master or Prototype Plan, Annual
     Additions which may be credited to the Member's Account under this Plan
     for any Limitation Year will be limited in accordance with (f) through (k)
     above as though the other plan were a Master or Prototype Plan unless the
     Employer provides other limitations in Item R.

(m)  If the Employer maintains, or at any time maintained, a qualified defined
     benefit plan covering any Member in this Plan, the sum of the Member's
     Defined Benefit Plan Fraction and Defined Contribution Plan Fraction will
     not exceed 1.0 in any Limitation Year. The Annual Additions credited to the
     Member's Account under this Plan for any Limitation Year will be limited in
     accordance with Item R.

SECTION 3.07 -- EXCESS AMOUNTS.

(a)  For the purposes of this section, the following terms are defined:

     Actual Deferral Percentage means the ratio (expressed as a percentage) of
     Elective Deferral Contributions under this Plan on behalf of the Eligible
     Member for the Plan Year to the Eligible Member's Pay for the Plan Year
     (whether or not the Eligible Member was a Member for the entire Plan
     Year). For the first Plan Year of the cash or deferred arrangement, the
     amount of Pay for the entire 12-month period ending on the last day of
     such Plan Year shall be taken into account. If selected in Item M and in
     modification of the foregoing, Pay shall be limited to the Pay received
     while an Active Member of the Plan. The Elective Deferral Contributions
     used to determine the Actual Deferral Percentage shall include Excess
     Elective Deferrals (other than Excess Elective Deferrals of Nonhighly
     Compensated Employees that arise solely from Elective Deferral
     contributions made under this Plan or any other plans of ours or a
     Controlled Group member), but shall exclude Elective Deferral
     Contributions that are used in computing the Contribution Percentage
     (provided the Average Actual

                                      -14-




<PAGE>   18
Deferral Percentage test is satisfied both with and without exclusion of these
Elective Deferral Contributions). Under such rules as the Secretary of the
Treasury shall prescribe, we may elect to include Qualified Nonelective
Contributions and Qualified Matching Contributions under this Plan in computing
the Actual Deferral Percentage. For an Eligible Member for whom such
Contributions on his behalf for the Plan Year are zero, the percentage is zero.

Aggregate Limit means the sum of

(1)  125 percent of the greater of the Average Actual Deferral Percentage of the
     Nonhighly Compensated Employees for the Plan Year or the Average
     Contribution Percentage of Nonhighly Compensated Employees under the Plan
     subject to Code Section 401(m) for the Plan Year beginning with or within
     the Plan Year of the cash or deferred arrangement and

(2)  the lesser of 200% or two plus the lesser of such Average Actual Deferral
     Percentage or Average Contribution Percentage.

For Plan Years beginning before January 1, 1992, or such later date as provided
in Internal Revenue Service regulations, the Aggregate Limit shall be the
greater of the sum above or the sum of

(3)  125 percent of the lesser of the Average Actual Deferral Percentage of the
     Nonhighly Compensated Employees for the Plan Year or the Average
     Contribution Percentage of Nonhighly Compensated Employees under the Plan
     subject to Code Section 401(m) for the Plan Year beginning with or within
     the Plan Year of the cash or deferred arrangement and

(4)  the lesser of 200% or two plus the greater of such Average Actual Deferral
     Percentage or Average Contribution Percentage.

Average Actual Deferral Percentage means the average (expressed as a percentage)
of the Actual Deferral Percentages of the Eligible Members in a group.

Average Contribution Percentage means the average (expressed as a percentage) of
the Contribution Percentages of the Eligible Members in a group.

Contribution Percentage means the ratio (expressed as a percentage) of the
Eligible Member's Contribution Percentage Amounts to the Eligible Member's Pay
for the Plan Year (whether or not the Eligible Member was a Member for the
entire Plan Year). For the first Plan Year of the Plan, the amount of Pay for
the entire 12-month period ending on the last day of such Plan Year shall be
taken into account. If selected in Item M and in modification of the foregoing,
Pay shall be limited to the Pay received while an Active Member of the Plan. For
an Eligible Member for whom such Contribution Percentage Amounts for the Plan
Year are zero, the percentage is zero.

Contribution Percentage Amounts means the sum of the Member Contributions and
Matching Contributions (that are not Qualified Matching Contributions) under
this Plan on behalf of the Eligible Member for the Plan Year. On and after the
first Yearly Date in 1993, such Contribution Percentage Amounts shall not
include Matching Contributions that are forfeited either to correct Excess
Aggregate Contributions or because the Contributions to which they relate are
Excess Elective Deferrals, Excess Contributions or Excess Aggregate
Contributions. Under such rules as the Secretary of the Treasury shall
prescribe, we may elect to include Qualified Nonelective Contributions and
Qualified Matching Contributions under this Plan which were not used in
computing the Actual Deferral Percentage in computing the Contribution
Percentage. We may also elect to use Elective Deferral Contributions in
computing the Contribution Percentage so long as the Average Actual Deferral
Percentage test is met before the Elective Deferral Contributions are used in
the Average Contribution Percentage test and continues to be met following the
exclusion of those Elective Deferral Contributions that are used to meet the
Average Contribution Percentage test.

Elective Deferral Contributions means employer contributions made on behalf of a
member pursuant to an election to defer under any qualified cash or deferred
arrangement as described in Code Section 401(k), any simplified employee pension
cash or deferred arrangement as described in Code Section 402(h)(1)(B), any
eligible deferred compensation plan under Code Section 457, any plan as
described under Code Section 501(c)(18), and any employer contributions made on
behalf of a member for the purchase of an annuity contract under Code Section
403(b) pursuant to a salary reduction agreement. Elective Deferral Contributions
shall not include any deferrals properly distributed as excess Annual Additions.

Eligible Member means, for purposes of determining the Actual Deferral
Percentage, any Employee who is otherwise authorized under the terms of the Plan
to have Elective Deferral Contributions made on his behalf for the Plan Year.
Eligible Member means, for purposes of determining the Average Contribution
Percentage, any Employee who is otherwise authorized under the terms of the Plan
to have Member Contributions or Matching Contributions made on his behalf for
the Plan Year.

Excess Aggregate Contributions means, with respect to any Plan Year, the excess
of:

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

(2)  The maximum amount of such Contributions permitted by the Average
     Contribution Percentage test (determined by reducing Contributions made on
     behalf of Highly Compensated Employees in order of their Contribution
     Percentages beginning with the highest of such percentages).

Such determination shall be made after first determining Excess Elective
Deferrals and then determining Excess Contributions.

Excess Contributions means, with respect to any Plan Year, the excess of:

(1)  The aggregate amount of Contributions actually taken into account in
     computing the Actual Deferral Percentage of Highly Compensated Employees
     for such Plan Year, over

(2)  The maximum amount of such Contributions permitted by the Actual Deferral
     Percentage test (determined by reducing Contributions made on behalf of
     Highly


                                      -15-
<PAGE>   19
Compensated Employees in order of the Actual Deferral Percentages, beginning
with the highest of such percentage)

Such determination shall be made after first determining Excess Elective
Deferrals.

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

Matching Contributions means employer contributions made to this or any other
defined contribution plan, or to a contract described in Code Section 403(b), on
behalf of a member on account of a Member Contribution made by such member, or
on account of a member's Elective Deferral Contributions, under a plan
maintained by the employer.

Member Contributions means contributions made to any plan by or on behalf of a
member that are included in the member's gross income in the year in which made
and that are maintained under a separate account to which earnings and losses
are allocated.

Qualified Matching Contributions means any employer contributions (other than
Matching contributions) which an employee may not elect to have paid to him in
cash instead of being contributed to the plan and which are subject to the
distribution and nonforfeitability requirements under Code Section 401(k).

(b)  A Member may assign to this Plan any Excess Elective Deferrals made during
     a taxable year of the Member by notifying the Plan Administrator in writing
     on or before the first following March 1 of the amount of the Excess
     Elective Deferrals to be assigned to the Plan. On and after the first
     Yearly Date in 1993, a Member is deemed to notify the Plan Administrator of
     any Excess Elective Deferrals that arise by taking into account only those
     Elective Deferral Contributions made to this Plan and any other plan of
     ours. The Member's claim for Excess Elective Deferrals shall be accompanied
     by the Member's written statement that if such amounts are not distributed,
     such Excess Elective Deferrals, when added to amounts deferred under other
     plans or arrangements described in Code Sections 401(k), 408(k) or 403(b),
     will exceed the limit imposed on the Member by Code Section 402(g) for the
     year in which the deferral occurred. The Excess Elective Deferrals assigned
     to this Plan can not exceed the Elective Deferral Contributions allocated
     under this Plan for such taxable year.

     Notwithstanding any other provisions of the Plan, Elective Deferral
     Contributions in an amount equal to the Excess Elective Deferrals assigned
     to this Plan, plus any income and minus any loss allocable thereto, shall
     be distributed no later than April 15 to any Member to whose Account
     Excessive Elective Deferrals were assigned for the Preceding year and who
     claims Excess Elective Deferrals for such taxable year.

The income or loss allocable to such Excess Elective Deferrals shall be equal to
the sum of:

(1)  the income or loss allocable to the Member's Elective Deferral
     Contributions for the taxable year in which the excess occurred multiplied
     by a fraction and

(2)  the income or loss allocable to the Member's Elective Deferral
     Contributions for the gap period between the end of such taxable year and
     the date of distribution multiplied by a fraction.

The numerator of the fractions is the Excess Elective Deferrals. The denominator
of the fraction in (1) above is the closing balance without regard to any income
or loss occurring during such taxable year (as of the end of such taxable year)
of the Member's Account resulting from Elective Deferral Contributions. The
denominator of the fraction in (2) above is the closing balance without regard
to any income or loss occurring during such gap period (as of the end of such
gap period) of the Member's Account resulting from Elective Deferral
Contributions. The amount determined in (2) above shall not be included for
taxable years beginning after December 31, 1992.

Any Matching Contributions which were based on the Elective Deferral
Contributions which are distributed as Excess Elective Deferrals, plus any
income and minus any loss allocable thereto, shall be forfeited, if forfeitable.
If the Adoption Agreement - Plus is used, these Forfeitures shall be applied
according to the provisions of Item O(7). If the Adoption Agreement - Plus is
not used, these Forfeitures shall be used to offset the earliest Employer
Contribution due after the Forfeiture arises.

(c)  As of the end of each Plan Year after Excess Elective Deferrals have been
     determined, one of the following tests must be met:

     (1) The Average Actual Deferral Percentage for Eligible Members who are
         Highly Compensated Employees for the Plan Year is not more than the
         Average Actual Deferral Percentage for Eligible Members who are
         Nonhighly Compensated Employees for the Plan Year multiplied by 1.25.

     (2) The Average Actual Deferral Percentage for Eligible Members who are
         Highly Compensated Employees for the Plan Year is not more than the
         Average Actual Deferral Percentage for Eligible Members who are
         Nonhighly Compensated Employees for the Plan Year multiplied by 2 and
         the difference between the Average Actual Deferral Percentages is not
         more than 2.

     The Actual Deferral Percentage for any Eligible Member who is a Highly
     Compensated Employee for the Plan Year and who is eligible to have Elective
     Deferral Contributions (and Qualified Nonelective Contributions or
     Qualified Matching Contributions, or both, if used in computing the Actual
     Deferral Percentage) allocated to his account under two or more plans or
     arrangements described in Code Section 401(k) that are maintained by us or
     a Controlled Group member shall be determined as if all such Elective
     Deferral Contributions (and, if applicable, such Qualified Nonelective
     Contributions or Qualified Matching Contributions, or both) were made under
     a single arrangement. If


                                      -16-
<PAGE>   20
a Highly Compensated Employee participates in two or more cash or deferred
arrangements that have different Plan Years, all cash or deferred arrangements
ending with or within the same calendar year shall be treated as a single
arrangement. The foregoing notwithstanding, certain plans shall be treated as
separate if mandatorily disaggregated under the regulations of Code Section
401(k).

In the event that this Plan satisfies the requirements of Code Sections 401(k),
401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of such Code sections only if
aggregated with this Plan, then this section shall be applied by determining the
Actual Deferral Percentage of employees as if all such plans were a single plan.
For Plan Years beginning after December 31, 1989, plans may be aggregated in
order to satisfy Code Section 401(k) only if they have the same Plan Year.

For purposes of determining the Actual Deferral Percentage of an Eligible Member
who is a five-percent owner or one of the ten most highly-paid Highly
Compensated Employees, the Elective Deferral Contributions (and Qualified
Nonelective Contributions or Qualified Matching Contributions, or both, if used
in computing the Actual Deferral Percentage) and Pay of such Eligible Member
include the Elective Deferral Contributions (and, if applicable, Qualified
Nonelective Contributions or Qualified Matching Contributions, or both) and Pay
for the Plan Year of Family Members. Family Members, with respect to such Highly
Compensated Employees, shall be disregarded as separate employees in determining
the Actual Deferral Percentage both for Members who are Nonhighly Compensated
Employees and for Members who are Highly Compensated Employees.

For purposes of determining the Actual Deferral Percentage, Elective Deferral
Contributions, Qualified Nonelective Contributions and Qualified Matching
Contributions must be made before the last day of the twelve-month period
immediately following the Plan Year to which contributions relate.

We shall maintain records sufficient to demonstrate satisfaction of the Average
Actual Deferral Percentage test and the amount of Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, used in such test.

The determination and treatment of the Contributions used in computing the
Actual Deferral Percentage shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.

If the Plan Administrator should determine during the Plan Year that neither of
the above tests is being met, the Plan Administrator may adjust the amount of
future Elective Deferral Contributions of the Highly Compensated Employees.

Notwithstanding any other provisions of this Plan, Excess Contributions, plus
any income and minus any loss allocable thereto, shall be distributed no later
than the last day of each Plan Year to Members to whose Accounts such Excess
Contributions were allocated for the preceding Plan Year. If such excess amounts
are distributed more than 2-1/2 months after the last day of the Plan Year in
which such excess amounts arose, a ten (10) percent excise tax will be imposed
on the employer maintaining the plan with respect to such amounts. Such
distributions shall be made to Highly Compensated Employees on the basis of the
respective portions of the Excess Contributions attributable to each of such
employees. Excess Contributions shall be allocated to Members who are subject to
the family member aggregation rules of Code Section 414(q)(6) in the manner
prescribed by the regulations. On and after the first Yearly Date in 1993,
Excess Contributions of Members who are subject to the family member aggregation
rules shall be allocated among the Family Members in proportion to the Elective
Deferral Contributions (and amounts treated as Elective Deferral Contributions)
of each Family Member that is combined to determine the combined Actual Deferral
Percentage.

Excess Contributions shall be treated as Annual Additions under the Plan.

The Excess Contributions shall be adjusted for income or loss. The income or
loss allocable to such Excess Contributions shall be equal to the sum of

(3) the income or loss allocable to the Member's Elective Deferral Contributions
    (and, if applicable, Qualified Nonelective Contributions or Qualified
    Matching Contributions, or both) for the Plan Year in which the excess
    occurred multiplied by a fraction and

(4) the income or loss allocable to the Member's Elective Deferral Contributions
    (and, if applicable, Qualified Nonelective Contributions or Qualified
    Matching Contributions, or both) for the gap period between the end of such
    Plan Year and the date of distribution multiplied by a fraction.

The numerator of the fractions is the Excess Contributions. The denominator of
the fraction in (3) above is the closing balance without regard to any income or
loss occurring during such Plan Year (as of the end of such Plan Year) of the
Member's Account resulting from Elective Deferral Contributions (and Qualified
Nonelective Contributions or Qualified Matching Contributions, or both, if used
in computing the Actual Deferral Percentage). The denominator of the fraction in
(4) above is the closing balance without regard to any income or loss occurring
during such gap period (as of the end of such gap period) of the Member's
Account resulting from Elective Deferral Contributions (and Qualified
Nonelective Contributions or Qualified Matching Contributions, or both, if used
in computing the Actual Deferral Percentage). The amount determined in (4) above
shall not be included for Plan Years beginning after December 31, 1992.

Excess Contributions shall be distributed from the Member's Account resulting
from Elective Deferral Contributions. If such Excess Contributions exceed the
balance in the Member's Account resulting from Elective Deferral Contributions,
the balance shall be distributed from the Member's Account resulting from
Qualified Matching Contributions (if applicable) and Qualified Nonelective
Contributions, respectively.

On and after the first Yearly Date in 1993, any Matching Contributions which are
distributed as Excess Contributions, plus any income and minus any loss
allocable thereto, shall be forfeited, if forfeitable. If the Adoption Agreement
- Plus is used, these Forfeitures shall be applied according to the provisions
of Item O(7). If the Adoption Agreement - Plus

                                      -17-
<PAGE>   21
     is not used, these Forfeitures shall be used to offset the earliest
     Employer Contribution due after the Forfeiture arises.

(d)  As of the end of each Plan Year, one of the following tests must be met:

     (1) The Average Contribution Percentage for Eligible Members who are
         Highly Compensated Employees for the Plan Year is not more than the
         Average Contribution Percentage for Eligible Members who are Nonhighly
         Compensated Employees for the Plan Year multiplied by 1.25.

     (2) The Average Contribution Percentage for Eligible Members who are
         Highly Compensated Employees for the Plan Year is not more than the
         Average Contribution Percentage for Eligible Members who are Nonhighly
         Compensated Employees for the Plan Year multiplied by 2 and the
         difference between the Average Contribution Percentages is not more
         than 2.

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

     The Contribution Percentage for any Eligible Member who is a Highly
     Compensated Employee for the Plan Year and who is eligible to have
     Contribution Percentage Amounts allocated to his account under two or more
     plans described in Code Section 401(a) or arrangements described in Code
     Section 401(k) that are maintained by us or a Controlled Group member shall
     be determined as if the total of such Contribution Percentage Amounts was
     made under each plan. If a Highly Compensated Employee participates in two
     or more cash or deferred arrangements that have different Plan Years, all
     cash or deferred arrangements ending with or within the same calendar year
     shall be treated as a single arrangement. The foregoing notwithstanding,
     certain plans shall be treated as separate if mandatorily disaggregated
     under the regulations of Code Section 401(m).

     In the event that this Plan satisfies the requirements of Code Section
     410(b) only if aggregated with one or more other plans, or if one or more
     other plans satisfy the requirements of Code Section 410(b) only if
     aggregated with his Plan, then this section shall be applied by determining
     the Contribution Percentages of Eligible Members as if all such plans were
     a single plan. For Plan Years beginning after December 31, 1989, plans may
     be aggregated in order to satisfy Code Section 401(m) only if they have the
     same Plan Year.

     For purposes of determining the Contribution Percentage of an Eligible
     Member who is a five-percent owner or one  of the ten most highly-paid
     Highly Compensated Employees, the Contribution Percentage Amounts and Pay
     of such Member shall include Contribution Percentage Amounts and Pay for
     the Plan Year of Family Members. Family Members, with respect to Highly
     Compensated Employees, shall be disregarded as separate employees in
     determining the Contribution Percentage both for employees who are
     Nonhighly Compensated Employees and for employees who are Highly
     Compensated Employees.

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

     We shall maintain records sufficient to demonstrate satisfaction of the
     Average Contribution Percentage test and the amount of Qualified
     Nonelective Contributions or Qualified Matching Contributions, or both,
     used in such test.

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

     Notwithstanding any other provisions of this Plan. Excess Aggregate
     Contributions, plus any income and minus any loss allocable thereto, shall
     be forfeited, if not vested, or distributed, if vested, no later than the
     last day of each Plan Year to Members to whose Accounts such Excess
     Aggregate Contributions were allocated for the preceding Plan Year. Excess
     Aggregate Contributions shall be allocated to Members who are subject to
     the family member aggregation rules of Code Section 414(q)(6) in the manner
     prescribed by the regulations. On and after the first Yearly Date in 1993,
     Excess Aggregate Contributions of Members who are subject to the family
     aggregation rules shall be allocated among the Family Members in proportion
     to the employee and Matching Contributions (or amounts treated as
     Matching Contributions) of each Family Member that is combined to determine
     the combined Contribution Percentage. If such Excess Aggregate
     Contributions are distributed more than 2 1/2 months after the last day of
     the Plan Year in which such excess amounts arose, a ten (10) percent excise
     tax will be imposed on the employer maintaining the plan with respect to
     those amounts. Excess Aggregate Contributions shall be treated as Annual
     Additions under the Plan.

     The Excess Aggregate Contributions shall be adjusted for income or loss.
     The income or loss allocable to such Excess Aggregate Contributions shall
     be equal to the sum of:

     (3) the income or loss allocable to the Member's Contribution Percentage
         Amounts for the Plan Year in which the excess occurred multiplied by
         a fraction and

                                      -18-
<PAGE>   22
(4)  the income or loss allocable to the Member's Contribution Percentage
     Amounts for the gap period between the end of such Plan Year and the date
     of distribution multiplied by a fraction.

The numerator of the fractions is the Excess Aggregate Contributions. The
denominator of the fraction in (3) above is the closing balance without regard
to any income or loss occurring during such Plan Year (as of the end of such
Plan Year) of the Member's Account resulting from Contribution Percentage
Amounts. The denominator of the fraction in (4) above is the closing balance
without regard to any income or loss occurring during such gap period (as of
the end of such gap period) of the Member's Account resulting from Contribution
Percentage Amounts. The amount determined in (4) above shall not be included
for Plan Years beginning after December 31, 1992.

Excess Aggregate Contributions shall be distributed from the Member's Account
resulting from Member Contributions that are not required as a condition of
employment or participation or for obtaining additional benefits from Employer
Contributions. If such Excess Aggregate Contributions exceed the balance in the
Member's Account resulting from such Member Contributions, the balance shall be
forfeited, if not vested, or distributed, if vested, on a pro-rata basis from
the Member's Account resulting from Contribution Percentage Amounts. If the
Adoption Agreement - Plus is used, these Forfeitures shall be applied
according to the provision of Item O(7). If the Adoption Agreement - Plus is not
used, these Forfeitures shall be used to offset the earliest Employer
Contribution due after the Forfeiture arises.

_______________________________________________________________________________

ARTICLE IV
INVESTMENT OF CONTRIBUTIONS
_______________________________________________________________________________

SECTION 4.01 - INVESTMENT OF CONTRIBUTIONS.

(a)  The provisions of this subsection apply to trusteed plans.

     All Contributions are forwarded by us to the Trustee to be deposited in the
     Trust Fund. Member Contributions shall be forwarded within three months
     after they are made.

     Investment of Contributions is governed by the provisions of the Trust,
     the Annuity Contract and any other funding arrangement in which the Trust
     Fund is or may be invested. To the extent permitted by the Trust, Annuity
     Contract, or other funding arrangement, the parties named in Item T of the
     Adoption Agreement shall direct the Contributions to any of the accounts
     available under the Trust and may request the transfer of assets resulting
     from those Contributions between such accounts. A Member may not direct the
     Trustee to invest the Member's Account in collectibles. Collectible means
     any work of art, rug or antique, metal or gem, stamp or coin, alcoholic
     beverage or other tangible personal property specified by the Secretary of
     the Treasury. To the extent that a Member does not direct the investment
     of his Account, such Account shall be invested ratably in the accounts
     available under the Trust in the same manner as the undirected Accounts of
     all other Members.

     The Vested Accounts of all Inactive Members may be segregated and invested
     separately from the Accounts of all other Members.

     At least annually, the Named Fiduciary shall review all pertinent Employee
     information and Plan data in order to establish the funding policy of the
     Plan and to determine appropriate methods of carrying out the Plan's
     objectives. The Named Fiduciary shall inform the Trustee and any
     Investment Manager of the Plan's short-term and long-term financial needs
     so the investment policy can be coordinated with the Plan's financial
     requirements.

     However, the Named Fiduciary may delegate to the Investment Manager
     investment discretion for Contributions and Plan assets which are not
     subject to Member direction.

(b)  The provisions of this subsection apply to plans which are not trusteed.

     All Contributions are forwarded by us to the Insurer to be deposited under
     the Annuity Contract. Member Contributions shall be forwarded within three
     months after they are made.

     Investment of Contributions is governed by the provisions of the Annuity
     Contract. To the extent permitted by the Annuity Contract, the parties
     named in Item T of the Adoption Agreement shall direct the Contributions to
     any of the accounts available under the Annuity Contract and may request
     the transfer of assets resulting from those Contributions between such
     accounts. To the extent that a Member does not direct the investment of his
     Account, such Account shall be invested ratably in the accounts available
     under the Annuity Contract in the same manner as the undirected Accounts of
     all other Members. The Vested Accounts of all Inactive Members may be
     segregated and invested separately from the Accounts of all other Members.

     At least annually, the Named Fiduciary shall review all pertinent Employee
     information and Plan data in order to establish the funding policy of the
     Plan and to determine appropriate methods of carrying out the Plan's
     objectives. The Named Fiduciary shall inform any Investment Manager of the
     Plan's short-term and long-term financial needs so the investment policy
     can be coordinated with the Plan's financial requirements.

     However, the Named Fiduciary may delegate to the Investment Manager
     investment discretion for Contributions and Plan assets which are not
     subject to Member direction.

SECTION 4.02 -- PURCHASE OF INSURANCE

     If permitted under Item T of the Adoption Agreement, life insurance may be
     purchased under this Plan for Active Members to provide incidental death
     benefits. The Trustee shall apply for and will be the owner of any
     Insurance Policy purchased under the terms of this Plan. The purchase
     shall be subject to the provisions of this section, the distribution of
     benefits provisions of Article VI, and the beneficiary provisions of
     Section 9.06. If the Member has a spouse to whom he has been continuously
     married for at least one year, such spouse shall be his Beneficiary under
     the Insurance Policy unless (a) a qualified election has been made
     according to the provisions of Section 6.03 or (b) the Trustee has been
     named as Beneficiary. If the Trustee is named as Beneficiary, upon the
     death of the Member, the Trustee shall be required to pay over all
     proceeds of the Insurance Policy to the Member's Beneficiary or spouse, as
     the case may be.

                                      -19-

<PAGE>   23
according to the distribution of benefits provisions of Article VI. Under no
circumstances shall the Trust retain any part of the proceeds. In the event of
any conflict between the terms of this Plan and the terms of any Insurance
Policy purchased hereunder, the Plan provisions shall control.

The purchase of insurance shall be subject to the limitations that may be
imposed by the Insurer under the applicable Insurance Policy. The Insurance
Policy may provide for waiver of premium for disability.

The total of all insurance premiums for insurance coverage on the life of a
Member provided by our Contributions shall be limited to a percentage of all our
Contributions made for that Member. All such ordinary life insurance premiums
shall be limited to a percentage which is less than 50%. All such term life and
universal life insurance premiums shall be limited to a percentage which is not
more than 25%. If both ordinary life insurance and term life or universal life
insurance is purchased, 1/2 of all such ordinary life insurance premiums and all
such other life insurance premiums shall be limited to a percentage which is not
more than 25%. Ordinary life insurance policies are policies with both
nondecreasing death benefits and nonincreasing premiums. The Member's Account
resulting from deductible Voluntary Contributions (and nondeductible Voluntary
Contributions if the Adoption Agreement - Plus is not used) shall not be applied
to pay life insurance premiums.

Any dividends declared upon an amount of insurance in force on the life of a
Member may, within the terms of the Insurance Policy, be applied to reduce the
earliest premium due, purchase paid-up insurance coverage, accumulate under the
policy to provide additional death benefit or be credited to the Member's
Account which is included in the Investment Fund. In the absence of any
direction, such dividends shall be applied to reduce the earliest premium due
for such amount of insurance.

A Member may elect to have amounts deducted from his Account to pay insurance
premiums. The total amount deducted cannot exceed the amount of Contributions
credited to his Account which were not used to provide insurance, but could have
been.

If a decrease in the amount of life insurance is necessary, any cash values of
the terminated insurance shall be retained in the Member's Account and added to
the Investment Fund.

SECTION 4.03 -- TRANSFER OF OWNERSHIP.

Any transfer of ownership under this section shall be subject to the
distribution of benefits provisions of Article VI.

Upon the request of a Member, we may purchase for its cash value a personal life
insurance policy issued to, and insuring the life of, the Member. Such policy
shall be immediately transferred from us to the Trustee. The cash value of the
purchased policy shall be a part of our Contribution for the Plan Year. Any such
purchase shall be accomplished only under an appropriate written agreement
between the Member, the Trustee and us, in lieu of our purchase of such policy
and at our direction, the Trustee may purchase the policy directly from the
Member. These provisions shall not be available if the policy is subject to a
policy loan or similar lien. The purchase of and future premiums for any such
policy shall be subject to the limitations in Section 4.02.

If the Insurance Policy allows, a Member may pay the Trustee an amount equal to
the cash values of any Insurance Policy on his life. Such payment shall become a
part of his Account. Upon receiving the payment, the Trustee shall transfer
ownership of the policy to the Member. This transfer of ownership is not a
distribution from the Plan. This option shall only be available to a Member if
the policy would, but for the sale, be surrendered by the Plan.

If distribution of a Member's Vested Account would include the cash values of
an Insurance Policy on his life, the Member may have ownership of an Insurance
Policy on his life transferred to him without making payment to the Trustee if
permitted by such Insurance Policy. Any Insurance Policy transferred to the
Member for which he has not made payment to the Trustee is a distribution from
the Plan.

In applying the provisions of this section, all Members in similar circumstances
shall be treated in a similar manner. Members who are Highly Compensated
Employees (officers, shareholders or highly compensated Employees before the
first Yearly Date after December 31, 1988) shall not be treated in a manner
more favorable than that afforded all other Members.

SECTION 4.04 -- TERMINATION OF INSURANCE.

The termination of insurance under this section shall be subject to the
distribution of benefits provisions of Article VI.

No premium payments shall be made under this Plan for an Inactive Member. If a
Member becomes an Inactive Member before Retirement Date, the Trustee may either
use the cash values of the Insurance Policy on his life to provide paid-up
insurance or may surrender the Insurance Policy. The cash values of a
surrendered Insurance Policy are retained in the Member's Account and added to
the Investment Fund. The purchase of paid-up insurance shall be subject to the
provisions of the Insurance Policy. If the Member ceases to be an Employee
before Retirement Date, the Member may elect to have the ownership of the
Insurance Policy transferred as provided in Section 4.03.

On a Member's Retirement Date, any Insurance Policy on his life, the ownership
of which has not been transferred to him, shall terminate. The cash values shall
be paid to the Member in cash or applied to provide an income for him according
to the provisions of the Insurance Policy. In any event, no portion of the value
of any Insurance Policy shall be used to continue life insurance protection
under the Plan beyond actual retirement.

                             ARTICLE V -- BENEFITS

SECTION 5.01 -- RETIREMENT BENEFITS.

On a Member's Retirement Date, the Member's Vested Account shall be distributed
to the Member according to the distribution of benefits provisions of Article VI
and the small amounts provisions of Section 9.10.

SECTION 5.02 -- DEATH BENEFITS.

If a Member dies before his Annuity Starting Date, the Member's Vested Account
shall be distributed according to the distribution of benefits provisions of
Article VI and the small amounts provisions of Section 9.10.


                                      -20-
<PAGE>   24
SECTION 5.03 - VESTED BENEFITS.

If the inactive Member's Vested Account is not payable under the small amounts
provisions of 9.10, he may elect, but is not required, to receive in a single
sum that part of his Vested Account which results from Member Contributions
after he ceases to be an Employee. The Member's election shall meet the consent
requirements in Section 6.03 for a qualified election of a benefit payable in a
form other than a Qualified Joint and Survivor Form.

If the Inactive Member's Vested Account is not payable under the small amounts
provisions of Section 9.10, he may elect, but is not required, to receive a
distribution of his Vested Account after he ceases to be an Employee. If Item
X(3)(a) of the Adoption Agreement - Plus is selected, distributions from the
Member's Vested Account which results from the designated Contributions shall
not begin before the Member retires, becomes Totally Disabled or dies. If item
X(3)(b) of the Adoption Agreement - Plus is selected, distributions shall not be
made until he has ceased to be an Employee for the period of time selected in
Item X(3)(b). The Member's election shall be subject to his spouse's consent as
provided in Section 6.03. A distribution under this paragraph will be a
retirement benefit and shall be distributed to the Member according to the
provisions of Article VI.

If an Inactive Member does not receive an earlier distribution according to the
provisions of the preceding paragraph or the small amounts provisions of Section
9.10, upon  his Retirement Date or death, his Vested Account shall be applied
according to the provisions of Section 5.01 or 5.02.

A Member may not receive any such distribution under the provisions of this
section after he again becomes an Employee until he subsequently ceases to be an
Employee and again meets the requirements of this section.

Some or all of an Inactive Member's Vested Account may be transferred directly
to the trustee, named fiduciary, or insurer under the retirement plan of the
Inactive Member's current employer if the following requirements are met: the
Inactive Member would be eligible to receive a distribution of his Vested
Account at the time the transfer is to occur, the amount transferred, if
distributed to the Member, would qualify as a rollover contribution which the
Code permits to be transferred to a plan that meets the requirements of Code
Section 401(a); the current employer's plan meets the requirements of Code
Section 401(a). The Member must request the transfer in writing.  The trustee,
named fiduciary or insurer under the plan must be willing to accept such a
transfer. Such transferred amount shall be treated as a distribution under this
plan.

The Nonvested Account of an Inactive Member shall remain a part of his Account
until it becomes a Forfeiture; provided, however, if the Inactive Member again
becomes an Employee so that his Vesting Percentage may increase, the Nonvested
Account may become part of his Vested Account.

SECTION 5.04 - WHEN BENEFITS START.

Benefits under the Plan begin when a Member retires, dies or ceases to be an
Employee, whichever applies, as provided in the preceding sections of this
article. Benefits which begin before Normal Retirement Date for a Member who
became Totally Disabled when he was an Employee shall be deemed to begin because
he is Totally Disabled. The start of benefits is subject to the qualified
election procedures of Article VI.

Unless otherwise elected, benefits shall begin before the sixtieth day following
the close of the Plan Year in which the latest date below occurs:

(a) The date the Member attains the earlier of (i) age 65 or (ii) the later of
    Normal Retirement Age or age 62.

(b) The tenth anniversary of the Member's Entry Date.

(c) The date the Member ceases to be an Employee.

Notwithstanding the foregoing, the failure of a Member and spouse to consent to
a distribution while a benefit is immediately distributable, within the meaning
of Section 6.03, shall be deemed to be an election to defer commencement of
payment of any benefit sufficient to satisfy this section.

The Member may elect to have benefits begin after the latest date for beginning
benefits described above, subject to the following provisions of this section.
The Member shall make the election in writing and deliver the signed election to
the Plan Administrator before Normal Retirement Date or the date he ceases to be
an Employee, if later. The election must describe the form of distribution and
the date benefits will begin. The Member shall not elect a date for beginning
benefits or a form of distribution which would result in a  benefit payable when
he dies which would be more than incidental within the meaning of governmental
regulations.

Benefits shall begin by the Member's Required Beginning Date, as defined in
Section  6.02. Distribution of the Vested Account resulting from Contributions
made after the Member's Required Beginning Date shall begin by the April 1
following the calendar year in which such Contributions were made.

If a Member receives a taxable distribution (including a withdrawal) of any part
of his Vested Account, he may be subject to a Federal tax penalty. The tax
penalty does not apply if the distribution is:

(a) made on or after age 59 1/2;

(b) made on account of the Member's death to his Beneficiary or estate;

(c) made on account of being disabled;

(d) part of a series of periodic payments after separation from service that
    are substantially equal, at least annual, and based on the life expectancy
    of the Member or the Member and his Beneficiary; or

(e) made after separation from service after the attainment of age 55.

In addition, no tax is imposed on amounts received and paid during the taxable
year for medical expenses in an amount not to exceed that deductible under Code
Section 213. Disabled means that a Member is disabled to the extent he is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or be of long-continued and indefinite duration. Proof of the existence of
the disability will be in such form and manner as the Secretary of the Treasury
may require.

Contributions which are used to compute the Actual Deferral Percentage, as
defined in Section 3.07, (Elective Deferral Contributions, Qualified Nonelective
Contributions, and Qualified Matching Contributions) may be distributed upon
disposition by us of substantially all of the assets used by us in a trade or

                                      -21-
<PAGE>   25
business or disposition by us of our interest in a subsidiary if the transferee
corporation is not a Controlled Group member, the Employee continues employment
with the transferor corporation and the transferor corporation continues to
maintain the Plan. The distribution must be a total distribution.

SECTION 5.05 -- WITHDRAWAL BENEFITS.

(a)  Distributions on Account of Financial Hardship

     If elected by us in Item W(2) of the Adoption Agreement, withdrawals of
     part of the Member's Account as provided in Item W(2) will be permitted in
     the event of hardship due to an immediate and heavy financial need.

     Immediate and heavy financial need shall be limited to: (i) medical
     expenses described in Code Section 213(d) incurred by the Member, the
     Member's spouse, or any dependents of the Member (as defined in Code
     Section 152); (ii) purchase (excluding mortgage payments) of a principal
     residence for the Member; (iii) payment of tuition for the next semester or
     quarter of post-secondary education for the Member, his spouse, children or
     dependents; (iv) the need to prevent the eviction of the Member from his
     principal residence or foreclosure on the mortgage of the Member's
     principal residence; or (v) any other distribution which is deemed by the
     Commissioner of Internal Revenue to be made on account of immediate and
     heavy financial need as provided in Treasury regulations. The Member's
     request for a withdrawal shall include his written statement that an
     immediate and heavy financial need exists and explain its nature.

     On and after the first Yearly Date in 1993, immediate and heavy financial
     need in (i) shall include medical expenses incurred or necessary for
     medical care, described in Code Section 213(d), of the Member, the Member's
     spouse, or any dependents of the Member (as defined in Code Section 152)
     and such need in (iii) shall include payment of tuition and related
     educational fees for the next 12 months of post-secondary education for the
     Member, his spouse, children or dependents. In addition, the amount of the
     immediate and heavy financial need may include amounts necessary to pay any
     Federal, state or local income taxes or penalties reasonably anticipated to
     result from the distribution.

     No withdrawal shall be allowed which is not necessary to satisfy such
     immediate and heavy financial need. Such withdrawal shall be deemed
     necessary only if all of the following requirements are met: (i) the
     distribution is not in excess of the amount of the immediate and heavy
     financial need of the Member; (ii) the Member has obtained all
     distributions, other than hardship distributions; and all nontaxable loans
     currently available under all plans maintained by us; (iii) the Plan, and
     all other plans maintained by us, provide that the Member's elective
     contributions and employee contributions will be suspended for at least 12
     months after receipt of the hardship distribution; and (iv) the Plan, and
     all other plans maintained by us, provide that the Member may not make
     elective contributions for the Member's taxable year immediately following
     the taxable year of the hardship distribution in excess of the applicable
     limit under Code Section 402(g) for such next taxable year less the amount
     of such Member's elective contributions for the taxable year of the
     hardship distribution. The Plan will suspend elective contributions and
     employee contributions for 12 months and limit elective deferrals as
     provided in the preceding sentence. A Member shall not cease to be an
     Eligible Member, as defined in Section 3.07, merely because his elective
     contributions or employee contributions are suspended.

     (b)  Distributions on Account of Other Withdrawals

     A Member may withdraw in a single sum any part of his Account resulting
     from his Voluntary Contributions subject to the limitations provided in
     Item W(1). If selected by us in Item W(3), withdrawals of the Member's
     Account as provided in Item W(3) will be permitted at any time after he
     attains age 59 1/2 subject to the limitations provided in Item W(3). If
     selected by us in Item W(4) of the Adoption Agreement - Plus, withdrawals
     of part of the Member's Account as provided in Item W(4) will be permitted
     after he has been an Active Member for at least 5 years subject to the
     limitations provided in Item W(4).

A request for withdrawal shall be in writing on a form furnished for that
purpose and delivered to the Plan Administrator before the withdrawal is to
occur. Withdrawals shall be subject to the qualified election provisions of
Article VI. A forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06 -- LOANS TO MEMBERS.

Loans shall be made available to all Members on a reasonably equivalent basis.
For purposes of this section, Member means any Member or Beneficiary who is an
Employee. Loans shall not be made to highly compensated employees, as defined in
Code Section 414(q), in an amount greater than the amount made available to
other Members.

No loans will be made to any shareholder-employee or owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5% of the outstanding
stock of the corporation.

A loan to a Member shall be a Member-directed investment of his Account. The
loan is a Trust investment but no Account other than the borrowing Member's
Account shall share in the interest paid on the loan or bear any expense or loss
incurred because of the loan.

The number of outstanding loans shall be limited to one, unless otherwise
specified in Item T(b)(vi). No more than one loan will be approved for any
Member in any 12-month period, unless otherwise specified in Item T(b)(vii). The
minimum amount of any loan shall be selected in Item T(b)(iv).

Loans must be adequately secured and bear a reasonable rate of interest.

The amount of the loan shall not exceed the maximum amount that may be treated
as a loan under Code Section 72(p) (rather than a distribution) to the Member
and shall be equal to the lesser of (a) or (b) below:

     (a)  $50,000 reduced by the highest outstanding loan balance of loans
          during the one-year period ending on the day before the new loan is
          made.

     (b)  The greater of (i) or (ii), reduced by (iii) below:

          (i) One-half of the Member's Vested Account.

                                      -22-
<PAGE>   26
     (ii) $10,000.

     (iii) Any outstanding loan balance on the date the new loan is made.

For purposes of this maximum, a Member's Vested Account does not include any
accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of ours and any Controlled Group member shall be treated as one plan.

The foregoing notwithstanding, the amount of such loan shall not exceed 50% of
the amount of the Member's Vested Account reduced by any outstanding loan
balance on the date the new loan is made. In addition, the amount of the loan
may be further limited to a specified dollar amount, if Item T(b)(v) so
indicates. No collateral other than a portion of the Member's Vested Account
(as limited above) shall be accepted. The Loan Administrator shall determine if
the collateral is adequate for the amount of the loan requested.

A Member must obtain the consent of the Member's spouse, if any, to the use of
the Vested Account as security for the loan. Spousal consent shall be obtained
no earlier than the beginning of the 90-day period that ends on the date on
which the loan to be so secured is made. The consent must be in writing, must
acknowledge the effect of the loan, and must be witnessed by a plan
representative or a notary public. Such consent shall thereafter be binding
with respect to the consenting spouse or any subsequent spouse with respect to
that loan. A new consent shall be required if the Vested Account is used for
collateral upon renegotiation, extension, renewal, or other revision of the
loan.

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

Each loan shall bear a reasonable fixed rate of interest to be determined by
the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently
being charged by commercial lenders for loans of comparable risk on similar
terms and for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate
among Members in the matter of interest rates, but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

The loan shall by its terms require that repayment (principal and interest) be
amortized in level payments, not less frequently than quarterly, over a period
not extending beyond five years from the date of the loan. The period of
repayment for any loan shall be arrived at by mutual agreement between the Loan
Administrator and the Member.

The Member shall make a written application for a loan from the Plan on forms
provided by the Loan Administrator. The application must specify the amount and
duration requested. No loan will be approved unless the Member is creditworthy.
The Member must grant authority to the Loan Administrator to investigate the
Member's creditworthiness so that the loan application may be properly
considered.

Information contained in the application for the loan concerning the income,
liabilities, and assets of the Member will be evaluated to determine whether
there is a reasonable expectation that the Member will be able to satisfy
payments on the loan as due. Additionally, the Loan Administrator will pursue
any appropriate further investigations concerning the creditworthiness and/or
credit history of the Member to determine whether a loan should be approved.

Each loan shall be fully documented in the form of a promissory note signed by
the Member for the face amount of the loan, together with interest determined
as specified above.

There will be an assignment of collateral to the Plan executed at the time the
loan is made.

In those cases where repayment through payroll deduction by us is available,
installments are so payable, and a payroll deduction agreement will be executed
by the Member at the time of making the loan.

Where payroll deduction is not available, payments are to be timely made.

Any payment that is not by payroll deduction shall be made payable to us or the
Trustee, as specified in the promissory note, and delivered to the Loan
Administrator, including prepayments, service fees and penalties, if any, and
other amounts due under the note.

The promissory note may provide for reasonable late payment penalties and/or
service fees. Any penalties or service fees shall be applied to all Members in
a nondiscriminatory manner. If the promissory note so provides, such amounts
may be assessed and collected from the Account of the Member as part of the
loan balance.

Each loan may be paid prior to maturity, in part or in full, without penalty or
service fee, except as may be set out in the promissory note.

If any amount remains unpaid for more than 31 days after due, a default is
deemed to occur.

Upon default, the Plan has the right to pursue any remedy available by law to
satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral
as allowed by law.

If any payment of principal or interest or any other amount due under the
promissory note, or any portion thereof, is not made for a period of 90 days
after due, the entire principal balance whether or not otherwise then due,
shall become immediately due and payable without demand or notice, and subject
to collection or satisfaction by any lawful means, including specifically but
not limited to the right to enforce the claim against the security pledged and
to execute upon the collateral as allowed by law.

In the event of default, foreclosure on the note and attachment of security or
use of amounts pledged to satisfy the amount then due, will not occur until a
distributable event occurs in


                                      -23-
<PAGE>   27
accordance with the Plan, and will not occur to an extent greater than the
amount then available upon any distributable event which has occurred under the
Plan.

All reasonable costs and expenses, including but not limited to attorney's
fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument by which a
promissory note for a Member loan is secured, shall be assessed and collected
from the Account of the Member as part of the loan balance.

If payroll deduction is being utilized, in the event that a Member's available
payroll deduction amounts in any given month are insufficient to satisfy the
total amount due, there will be an increase in the amount taken subsequently,
sufficient to make up the amount that is then due. If the subsequent deduction
is also insufficient to satisfy the amount due within 31 days, a default is
deemed to occur as above. If any amount remains past due more than 90 days, the
entire principal amount, whether or not otherwise then due, along with interest
then accrued and any other amount then due under the promissory note, shall
become due and payable, as above.

If the Member ceases to be an Employee, the balance of the outstanding loan
becomes due and payable, and the Member's Vested Account will be used as
available for distribution(s) to pay the outstanding loan. The Member's Vested
Account will not be used to pay any amount due under the outstanding loan
before the date which is 31 days after the date he ceased to be an Employee,
and the Member may elect to repay the outstanding loan with interest on the day
of repayment. If no distributable event has occurred under the Plan at the time
that the Member's Vested Account would otherwise be used under this provision
to pay any amount due under the outstanding loan, this will not occur until the
time, or in excess of the extent to which, a distributable event occurs under
the Plan.

--------------------------------------------------------------------------------
ARTICLE VI
DISTRIBUTION OF BENEFITS
--------------------------------------------------------------------------------

The provisions of this article shall apply on or after August 23, 1984, to any
Member who is credited with at least one Hour of Service or one hour of paid
leave on or after that date and to such other Members as provided in Section
6.05. If the Effective Date of our Plan is before January 1, 1984, the
provisions of the Prior Plan as in effect on the day before the TEFRA
Compliance Date shall apply before August 23, 1984. If the Effective Date of
our Plan is on or after January 1, 1984, and before August 23, 1984, the
provisions of the Plan as originally adopted shall apply before August 23, 1984.

SECTION 6.01 -- AUTOMATIC FORMS OF DISTRIBUTION.

Unless a qualified election of an optional form of benefit has been made within
the election period (see Section 6.03), the automatic form of benefit payable
to or on behalf of a Member is determined as follows:

(a)  The automatic form of retirement benefit for a Member who does not die
     before his Annuity Starting Date shall be the Qualified Joint and Survivor
     Form.

(b)  The automatic form of death benefit for a Member who dies before his
     Annuity Starting Date shall be:

     (1)  A Qualified Preretirement Survivor Annuity for a Member who has a
          spouse to whom he has been continuously married throughout the
          one-year period ending on the date of his death. The spouse may elect
          to start receiving the death benefit on any first day of the month on
          or after the Member dies and by the date the Member would have been
          age 70 1/2. If the spouse dies before benefits start, the Member's
          Vested Account, determined as of the date of the spouse's death, shall
          be paid to the spouse's Beneficiary.

     (2)  A single sum payment to the Member's Beneficiary for a Member who does
          not have a spouse who is entitled to a Qualified Preretirement
          Survivor Annuity.

     Before a death benefit will be paid on account of the death of a Member who
     does not have a spouse who is entitled to a Qualified Preretirement
     Survivor Annuity, it must be established to the satisfaction of a plan
     representative that the Member does not have such a spouse.


SECTION 6.02 -- OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS.

(a)  For purposes of this section, the following terms are defined:

     APPLICABLE LIFE EXPECTANCY means Life Expectancy (or Joint and Last
     Survivor Expectancy) calculated using the attained age of the Member (or
     Designated Beneficiary) as of the Member's (or Designated Beneficiary's)
     birthday in the applicable calendar year reduced by one for each calendar
     year which has elapsed since the date Life Expectancy was first calculated.
     If Life Expectancy is being recalculated, the Applicable Life Expectancy
     shall be the Life Expectancy so recalculated. The applicable calendar year
     shall be first Distribution Calendar Year, and if Life Expectancy is being
     recalculated such succeeding calendar year.

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

     DISTRIBUTION CALENDAR YEAR means a calendar year for which a minimum
     distribution is required. For distributions beginning before the Member's
     death, the first Distribution Calendar Year is the calendar year
     immediately preceding the calendar year which contains the Member's
     Required Beginning Date. For distributions beginning after the Member's
     death, the first Distribution Calendar Year is the calendar year in which
     distributions are required to begin pursuant to (e) below.

     JOINT AND LAST SURVIVOR EXPECTANCY means joint and last survivor expectancy
     computed by use of the expected return multiples in Tables V and VI of
     section 1.72-9 of the Income Tax Regulations.

     Unless otherwise elected by the Member (or spouse, in the case of
     distributions described in (e)(2)(ii) below) by the time distributions are
     required to begin, life expectancies shall be recalculated annually. Such
     election shall be irrevocable as to the Member (or spouse) and shall apply
     to all subsequent years. The life expectancy of a nonspouse Beneficiary may
     not be recalculated.

     LIFE EXPECTANCY means life expectancy computed by use of the expected
     return multiples in Tables V and VI of section 1.72-9 of the Income Tax
     Regulations.


                                      -24-
<PAGE>   28
Unless otherwise elected by the Member (or spouse, in the case of distributions
described in (e)(2)(ii) below) by the time distributions are required to begin,
life expectancies shall be recalculated annually. Such election shall be
irrevocable as to the Member (or spouse) and shall apply to all subsequent
years. The life expectancy of a nonspouse Beneficiary may not be recalculated.

Member's Benefit Means

(1) The Account balance as of the last valuation date in the calendar year
    immediately preceding the Distribution Calendar Year (valuation calendar
    year) increased by the amount of any contributions or forfeitures allocated
    to the Account balance as of the dates in the valuation calendar year after
    the valuation date and decreased by distributions made in the valuation
    calendar year after the valuation date.

(2) For purposes of (1) above, if any portion of the minimum distribution for
    the first Distribution Calendar Year is made in the second Distribution
    Calendar Year on or before the Required Beginning Date, the amount of the
    minimum distribution made in the second Distribution Calendar Year shall be
    treated as if it had been made in the immediately preceding Distribution
    Calendar Year.

Required Beginning Date means, for a Member, the first day of April of the
calendar year following the calendar year in which the member attains age
70-1/2, unless otherwise provided in (1), (2) or (3) below:

(1) The Required Beginning Date for a Member who attains age 70-1/2 before
    January 1, 1988, and who is not a 5-percent owner is the first day of April
    of the calendar year following the calendar year in which the later of
    retirement or attainment of age 70-1/2 occurs.

(2) The Required Beginning Date for a Member who attains age 70-1/2 before
    January 1, 1988, and who is a 5-percent owner is the first day of April of
    the calendar year following the later of

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

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

(3) The Required Beginning Date of a Member who is not a 5-percent owner and who
    attains age 70-1/2 during 1988 and who has not retired as of January 1,
    1989, is April 1, 1990.

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

Once distributions have begun to a 5-percent owner under this section, they must
continue to be distributed, even if the Member ceases to be a 5-percent owner in
a subsequent year.

(b) The optional forms of retirement benefit shall be the following: a straight
    life annuity; single life annuities with certain periods of five, ten, or
    fifteen years; a single life annuity with installment refund; survivorship
    life annuities with installment refund and survivor percentages of 50,
    66-2/3, or 100; fixed period annuities for any period of whole months which
    is not less than sixty and does not exceed the Life Expectancy of the Member
    and the named Beneficiary as provided in (d) below where the Life Expectancy
    is not recalculated and a series of installments chosen by the Member with a
    minimum payment each year beginning with the year the Member turns age
    70-1/2. The payment for the first year in which a minimum payment is
    required will be made by April 1 of the following calendar year. The payment
    for the second year and each successive year will be made by December 31 of
    that year. The minimum payment will be based on a period equal to the Joint
    and Last Survivor Expectancy of the Member and the Member's spouse, if any,
    as provided in (d) below where the Joint and Last Survivor Expectancy is
    recalculated. The balance of the Member's Vested Account, if any, will be
    payable on the Member's death to his Beneficiary in a single sum, if not
    prohibited in Item Y of the Adoption Agreement - Plus, a single sum payment
    is also available.

    Election of an optional form is subject to the qualified election provisions
    of Article VI.

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

(c) The optional forms of death benefit are a single sum payment and any annuity
    that is an optional form of retirement benefit. However, a series of
    installments shall not be available if the Beneficiary is not the spouse of
    the deceased Member.

(d) Subject to Section 6.01, joint and survivor annuity requirements, the
    requirements of this section shall apply to any distribution of a Member's
    interest and will take precedence over any inconsistent provisions of this
    Plan. Unless otherwise specified, the provisions of this section apply to
    calendar years beginning after December 31, 1984.

    All distributions required under this section shall be determined and made
    in accordance with the proposed regulations under Code Section 401(a)(9),
    including the minimum distribution incidental benefit requirement of section
    1 401(a)(9)-2 of the proposed regulations.

    The entire interest of a Member must be distributed or begin to be
    distributed no later than the Member's Required Beginning Date.

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

    (1) the life of the Member,

    (2) the life of the Member and a Designated Beneficiary,

    (3) a period certain not extending beyond the Life Expectancy of the Member,
        or

    (4) a period certain not extending beyond the Joint and Last Survivor
        Expectancy of the Member and a Designated Beneficiary.

                                      -25-
<PAGE>   29
   If the Member's interest is to be distributed in other than a single sum, the
   following minimum distribution rules shall apply on or after the Required
   Beginning Date


   (5) Individual account:

       (i) If a Member's Benefit is to be distributed over

           (A) a period not extending beyond the Life
               Expectancy of the Member or the Joint Life
               and Last Survivor Expectancy of the Member
               and the Member's Designated Beneficiary or

           (B) a period not extending beyond the Life
               Expectancy of the Designated Beneficiary,

           the amount required to be distributed for each calendar year
           beginning with the distributions for the first Distribution Calendar
           Year, must be at least equal to the quotient obtained by dividing
           the Member's Benefit by the Applicable Life Expectancy.

      (ii) For calendar years beginning before January 1, 1989, if the Member's
           spouse is not the Designated Beneficiary, the method of distribution
           selected must assure that at least 50% of the present value of the
           amount available for distribution is paid within the Life Expectancy
           of the Member.

     (iii) For calendar year beginning after December 31, 1988, the amount to
           be distributed each year, beginning with distributions for the first
           Distribution Calendar Year shall not be less than the quotient
           obtained by dividing the Member's Benefit by the lesser of

           (A) the Applicable Life Expectancy or

           (B) if the Member's spouse is not the Designated Beneficiary, the
               applicable divisor determined from the table set forth in Q&A-4
               of section 1.401(a)(9)-2 of the proposed regulations.

           Distributions after the death of the Member shall be distributed
           using the Applicable Life Expectancy in (5)(i) above as the relevant
           divisor without regard to Proposed Regulations section 1.40(a)(9)-2.

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

   (6) Other forms:

      (i)  If the Member's Benefit is distributed in the form of an annuity
           purchased from an insurance company, distributions thereunder shall
           be made in accordance with the requirements of Code Section 401(a)(9)
           and the proposed regulations thereunder.

(e) Death distribution provisions:

    (1) Distribution beginning before death. If the 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.

    (2) Distribution beginning after death. If the Member dies before
        distribution of his interest begins, distribution of the Member's entire
        interest shall be completed by December 31 of the calendar year
        containing the fifth anniversary of the Member's death except to the
        extent that an election is made to receive distributions in accordance
        with (i) or (ii) below:

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


       (ii) if the Designated Beneficiary is the Member's surviving spouse, the
            date distributions are required to begin in accordance with
            (i) above shall not be earlier than the later of

            (A) December 31 of the calendar year immediately following the
                calendar year in which the Member died and

            (B) December 31 of the calendar year in which the Member would have
                attained age 70 1/2.

         If the Member has not made an election pursuant to this (e)(2) by the
         time of his death, the Member's Designated Beneficiary must elect the
         method of distribution no later than the earlier of

         (iii) December 31 of the calendar year in which distributions would be
               required to begin under this subparagraph, or

          (iv) December 31 of the calendar year which contains the fifth
               anniversary of the date of death of the Member.

         If the Member has no Designated Beneficiary, or if the Designated
         Beneficiary does not elect a method of distribution, distribution of
         the Member's entire interest must be completed by December 31 of the
         calendar year containing the fifth anniversary of the Member's death.

    (3) For purposes of (e)(2) above, if the surviving spouse dies after the
        Member, but before payments to such spouse begin, the provisions of
        (e)(2) above, with the exception of (e)(2)(ii) therein, shall be
        applied as if the surviving spouse were the Member.

    (4) For purposes of this (e), any amount paid to a child of the Member will
        be treated as if it had been paid to the surviving spouse if the amount
        becomes payable to the surviving spouse when the child reaches the
        age of majority.



                                      -26-
<PAGE>   30
     (5) For purposes of this (e), distribution of a Member's interest is
         considered to begin on the Member's Required Beginning Date (or if
         (e)(3) above is applicable, the date distribution is required to begin
         to the surviving spouse pursuant to (e)(2) above). If distribution in
         the form of an annuity irrevocably commences to the Member before the
         Required Beginning Date, the date distribution is considered to begin
         is the date distribution actually commences.

SECTION 6.03 - ELECTION PROCEDURES.

The Member, Beneficiary, or spouse shall make any election under this section
in writing. The Plan Administrator may require such individual to complete and
sign any necessary documents as to the provisions to be made. Any election
permitted under (a) and (b) below shall be subject to the qualified election
provisions of (c) below.

(a) Retirement Benefits. A Member may elect his Beneficiary or Contingent
    Annuitant and may elect to have retirement benefits distributed under any of
    the optional forms of retirement benefit described in Section 6.02.

(b) Death Benefits. A Member may elect his Beneficiary and may elect to have
    death benefits distributed under any of the optional forms of death benefit
    described in Section 6.02.

    If the Member has not elected an optional form of distribution for the death
    benefit payable to his Beneficiary, the Beneficiary may, for his own
    benefit, elect the form of distribution, in like manner as a Member.

    The Member may waive the Qualified Preretirement Survivor Annuity by naming
    someone other than his spouse as Beneficiary.

    In lieu of the Qualified Preretirement Survivor Annuity described in Section
    6.01, the spouse may, for his own benefit, waive the Qualified Preretirement
    Survivor Annuity by electing to have the benefit distributed under any of
    the optional forms of death benefit described in Section 6.02.

(c) Qualified Election. The Member, Beneficiary or spouse may make an election
    at any time during the election period. The Member, Beneficiary, or spouse
    may revoke the election made (or make a new election) at any time and any
    number of times during the election period. An election is effective only
    if it meets the consent requirements below.

    The election period as to retirement benefits is the 90-day period ending on
    the Annuity Starting Date. An election to waive the Qualified Joint and
    Survivor Form may not be made before the date he is provided with the
    notice of the ability to waive the Qualified Joint and Survivor Form. If
    the Member elects the series of installments, he may elect on any later
    date to have the balance of his Vested Account paid under any of the
    optional forms of retirement benefit available under the Plan. His election
    period for this election is the 90-day period ending on the Annuity
    Starting Date for the optional form of retirement benefit elected.

    A Member may make an election as to death benefits at any time before he
    dies. The spouse's election period begins on the date the Member dies and
    ends on the date benefits begin. The Beneficiary's election period begins on
    the date the Member dies and ends on the date benefits begin. An election to
    waive the Qualified Preretirement Survivor Annuity may not be made by the
    Member before the date he is provided with the notice of the ability to
    waive the Qualified Preretirement Survivor Annuity. A Member's election to
    waive the Qualified Preretirement Survivor Annuity which is made before the
    first day of the Plan Year in which he reaches age 35 shall become invalid
    on such date. An election made by a Member after he ceases to be an Employee
    will not become invalid on the first day of the Plan Year in which he
    reaches age 35 with respect to death benefits from that part of his Account
    resulting from Contributions made before he ceased to be an Employee.

    If the Member's Vested Account has at any time exceeded $3,500, any benefit
    which is (1) immediately distributable or (2) payable in a form other than a
    Qualified Joint and Survivor Form or a Qualified Preretirement Survivor
    Annuity requires the consent of the Member and the Member's spouse (or
    where either the Member or the spouse has died, the survivor). The consent
    of the Member or spouse to a benefit which is immediately distributable
    must not be made before the date the Member or spouse is provided with the
    notice of the ability to defer the distribution. Such consent shall be made
    in writing. The consent shall not be made more than 90 days before the
    Annuity Starting Date. Spousal consent is not required for a benefit which
    is immediately distributable in a Qualified Joint and Survivor Form.
    Furthermore, if spousal consent is not required because the Member is
    electing an optional form of retirement benefit that is not a life annuity
    pursuant to (d) below, only the Member need consent to the distribution of
    a benefit payable in a form that is not a life annuity and which is
    immediately distributable. Neither the consent of the Member nor the
    Member's spouse shall be required to the extent that a distribution is
    required to satisfy Code Section 401(a)(9) or Code Section 415. In
    addition, upon termination of this Plan if the Plan does not offer an
    annuity option (purchased from a commercial provider), the Member's Account
    balance may, without the Member's consent, be distributed to the Member or
    transferred to another defined contribution plan (other than an employee
    stock ownership plan as defined in Code Section 4975(e)(7)) within the same
    Controlled Group. A benefit is immediately distributable if any part of the
    benefit could be distributed to the Member (or surviving spouse) before the
    Member attains (or would have attained if not deceased) the older of Normal
    Retirement Age or age 62. If the Qualified Joint and Survivor Form is
    waived, the spouse has the right to limit consent only to a specific
    Beneficiary or a specific form of benefit. The spouse can relinquish one or
    both such rights. Such consent shall be made in writing. The consent shall
    not be made more than 90 days before the Annuity Starting Date. If the
    Qualified Preretirement Survivor Annuity is waived, the spouse has the
    right to limit consent only to a specific Beneficiary. Such consent shall
    be in writing. The spouse's consent shall be witnessed by a plan
    representative or notary public. The spouse's consent must acknowledge the
    effect of the election, including that the spouse had the right to limit
    consent only to a specific Beneficiary or a specific form of benefit, if
    applicable, and that the relinquishment of one or both such rights was
    voluntary. Unless the consent of the spouse expressly permits designations
    by the Member without a requirement of further consent by the spouse, the
    spouse's consent must be limited to the form of benefit, if applicable, and
    the Beneficiary (including any Contingent Annuitant), class of
    Beneficiaries, or contingent Beneficiary named in the election. Spousal
    consent is not required, however, if the





                                      -27-
<PAGE>   31
     Member establishes to the satisfaction of the plan representative that
     the consent of the spouse cannot be obtained because there is no spouse or
     the spouse cannot be located. A spouse's consent under this paragraph shall
     not be valid with respect to any other spouse. A Member may revoke a prior
     election without the consent of the spouse. Any new election will require a
     new spousal consent, unless the consent of the spouse expressly permits
     such election by the Member without further consent by the spouse. A
     spouse's consent may be revoked at any time within the Member's election
     period.

     Before the first Yearly Date in 1989, the Member's Account which results
     from deductible Voluntary Contributions shall not be taken into account
     in determining whether the Member's Vested Account has exceeded $3,500 and
     an election as to the distribution of a Member's Vested Account which
     results from deductible Voluntary Contributions is not subject to the
     consent requirements above and may be made any time before such
     distribution is to begin.

(d)  Special Rule for Profit Sharing Plans. As provided in the preceding
     provisions of the Plan, if a Member has a spouse to whom he has been
     continuously married throughout the one-year period ending on the date of
     the Member's death, the Member's Vested Account, including the proceeds
     payable under any insurance Policy on the Member's life, shall be paid to
     such spouse. However, if there is no such spouse or if the surviving
     spouse has already consented in a manner conforming to the qualified
     election requirements in (c) above, the Vested Account shall be payable to
     the Member's Beneficiary in the event of the Member's death.

     The Member may waive the spousal death benefit described above at any time
     provided that no such waiver shall be effective unless it satisfies the
     conditions of (c) above (other than the notification requirement referred
     to therein) that would apply to the Member's waiver of the Qualified
     Preretirement Survivor Annuity.

     This subsection (d) applies if with respect to the Member, the Plan is not
     a direct or indirect transferee after December 31, 1984, of a defined
     benefit plan, money purchase plan (including a target plan), stock bonus
     or profit sharing plan which is subject to the survivor annuity
     requirements of Code Section 401(a)(11) and Code Section 417. If the
     above condition is met, spousal consent is not required for electing an
     optional form of retirement benefit that is not a life annuity. If the
     above condition is not met, the consent requirements of this Article
     shall be operative.

SECTION 6.04 -- NOTICE REQUIREMENTS.

(a)  Optional forms of retirement benefit. The Plan Administrator shall furnish
     to the Member and the Member's spouse a written explanation of the
     optional forms of retirement benefit in Section 6.02, including the
     material features and relative values of these options, in a manner that
     would satisfy the notice requirements of Code Section 417(a)(3) and the
     right of the Member and the Member's spouse to defer distribution until the
     benefit is no longer immediately distributable. The Plan Administrator
     shall furnish the written explanation by a method reasonably calculated to
     reach the attention of the Member and the Member's spouse no less than 30
     days and no more than 90 days before the Annuity Starting Date.

(b)  Qualified Joint and Survivor Form. The Plan Administrator shall furnish to
     the Member a written explanation of the following: the terms and
     conditions of the Qualified Joint and Survivor Form; the Member's right to
     make, and the effect of, an election to waive the Qualified Joint and
     Survivor Form; the rights of the Member's spouse; and the right to revoke
     an election and the effect of such a revocation. The Plan Administrator
     shall furnish the written explanation by a method reasonably calculated to
     reach the attention of the Member no less than 30 days and no more than 90
     days before the Annuity Starting Date.

     After the written explanation is given, a Member or spouse may make
     written request for additional information. The written explanation must
     be personally delivered or mailed (first class mail, postage prepaid) to
     the Member or spouse within thirty days from the date of the written
     request. The Plan Administrator does not need to comply with more than one
     such request by a Member or spouse.

     The Plan Administrator's explanation shall be written in nontechnical
     language and will explain the terms and conditions of the Qualified Joint
     and Survivor Form and the financial effect upon the Member's benefit (in
     terms of dollars per benefit payment) of electing not to have benefits
     distributed in accordance with the Qualified Joint and Survivor Form.

(c)  Qualified Preretirement Survivor Annuity. The Plan Administrator shall
     furnish to the Member a written explanation of the following: the terms
     and conditions of the Qualified Preretirement Survivor Annuity: the
     Member's right to make, and the effect of, an election to waive the
     Qualified Preretirement Survivor Annuity; the rights of the Member's
     spouse; and the right to revoke an election and the effect of such a
     revocation. The Plan Administrator shall furnish the written explanation by
     a method reasonably calculated to reach the attention of the Member within
     the applicable period. The applicable period for a Member is whichever of
     the following periods ends last:

     (1)  the period beginning one year before the date the individual becomes a
          Member and ending one year after such date; or

     (2)  The period beginning one year before the date the Member's spouse is
          first entitled to a Qualified Preretirement Survivor Annuity and
          ending one year after such date.

     If such notice is given before the period beginning with the first day of
     the Plan Year in which the Member attains age 32 and ending with the close
     of the Plan Year preceding the Plan Year in which the Member attains age
     35, an additional notice shall be given within such period. If a Member
     ceases to be an Employee before attaining age 35, an additional notice
     shall be given within the period beginning one year before the date he
     ceases to be an Employee and ending one year after such date.

     After the written explanation is given, a Member or spouse may make
     written request for additional information. The written explanation must
     be personally delivered or mailed (first class mail, postage prepaid) to
     the Member or spouse within thirty days from the date of the written
     request. The Plan Administrator does not need to comply with more than one
     such request by a Member or spouse.

                                      -28-




<PAGE>   32
     The Plan Administrator's explanation shall be written in nontechnical
     language and will explain the terms and conditions of the Qualified
     Preretirement Survivor Annuity and the financial effect upon the spouse's
     benefit (in terms of dollars per benefit payment) of electing not to have
     benefits distributed in accordance with the Qualified Preretirement
     Survivor Annuity.

SECTION 6.05 -- TRANSITIONAL RULES.

In modification of the preceding provisions of this Plan, distributions
(including distributions to a five-percent owner of us) may be made in a form
which would not have caused this Plan to be disqualified under Code Section
401(a)(9) as in effect before the TEFRA Compliance Date. The form must be
elected by the Member or, if the Member has died, by the Beneficiary. The
election must be made in writing and signed before January 1, 1984. The election
will only be applicable if the Member has an Account as of December 31, 1983.
The Member's or Beneficiary's election must specify when the distribution is to
begin, the form of distribution and the Contingent Annuitant and/or
Beneficiaries listed in the order of priority, if applicable. A distribution
upon death will not be covered by this transitional rule unless the election
contains the required information described above with respect to the
distributions to be made when the Member dies. Distributions in the process of
payment on January 1, 1984, are deemed to meet the above requirements if the
form of distribution was elected in writing and the form met the requirements of
Code Section 401(a)(9) as in effect before the TEFRA Compliance Date. If the
election under this paragraph is revoked, any subsequent distribution must meet
the requirements of Code Section 401(a)(9) and the proposed regulations
thereunder. If an election is revoked subsequent to the date distributions are
required to begin, the Plan must distribute by the end of the calendar year
following the calendar year in which the revocation occurs the total amount not
yet distributed which would have been required to have been distributed to
satisfy Code Section 401(a)(9) and the proposed regulations thereunder, but for
the Code Section 242(b)(2) election. For calendar years beginning after December
31, 1988, such distribution must meet the minimum distribution incidental
benefit requirements in section 1.401(a)(9)-2 of the proposed regulations. Any
changes in the election will be considered a revocation of the election.
However, the mere substitution or addition of another Beneficiary (one not named
in the election) under the election will not be considered to be a revocation of
the election, so long as such substitution or addition does not alter the period
over which distributions are to be made under the election, directly or
indirectly (for example, by altering the relevant measuring life). In the case
in which an amount is transferred or rolled over from one plan to another plan,
the rules in Q&A J-2 and Q&A J-3 of section 1.401(a)(9)-1 of the proposed
regulations shall apply. A Member's election of an optional form of retirement
benefit shall be subject to his spouse's consent as provided in Section 6.03.

A Member, who would not otherwise receive the benefits prescribed by the
previous sections of this article, will be entitled to the following benefits:

(a)  If he is living and not receiving benefits on August 23, 1984, he will be
     given the opportunity to elect to have the prior sections of this article
     apply, if he is credited with at least one Hour of Service under this Plan
     or a predecessor plan in a plan year beginning on or after January 1, 1976,
     and he had at least ten Years of Service when he separated from service.

(b)  If he is living and not receiving benefits on August 23, 1984, he will be
     given the opportunity to elect to have his benefits paid according to the
     following provisions of this section, if he is credited with at least one
     Hour of Service under this Plan or a predecessor plan on or after September
     2, 1974, and he is not credited with any service in a plan year beginning
     on or after January 1, 1976.

The respective opportunities to elect (as described in (a) and (b) above) must
be afforded to the appropriate Members during the period beginning on August 23,
1984, and ending on the date benefits would otherwise begin to such Member.

Any Member who has elected according to (b) above and any member who does not
elect under (a) above or who meets the requirements of (a) above except that
such Member does not have at least ten Years of Service when he separated from
service, shall have his benefits distributed in accordance with the following if
benefits would have been payable in the form of a life annuity:

(c)  Automatic joint and survivor annuity. If benefits in the form of a life
     annuity become payable to a married Member who:

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

     (2)  dies on or after Normal Retirement Age while still working for us; or

     (3)  begins to receive payments on or after the qualified early retirement
          age; or

     (4)  separates from service on or after attaining Normal Retirement Age (or
          the qualified early retirement age) and after satisfying the
          eligibility requirements for the payment of benefits under the Plan
          and thereafter dies before beginning to receive such benefits;

     then such benefits will be paid under the Qualified Joint and Survivor
     Form, unless the Member has elected otherwise during the election period.
     The election period must begin at least six months before the Member
     attains qualified early retirement age and end not more than 90 days before
     benefits begin. Any election hereunder will be in writing and may be
     changed by the Member at any time.

(d)  Election of early survivor annuity. A Member who is employed after
     attaining the qualified early retirement age will be given the opportunity
     to elect, during the election period, to have a Qualified Preretirement
     Survivor Annuity payable on death. Any election under this provision will
     be in writing and may be changed by the Member at any time. The election
     period begins on the later of (1) the 90th day before the Member attains
     the qualified early retirement age, or (2) the Member's Entry Date, and
     ends on the date the Member terminates employment.

(e)  For purposes of this paragraph, qualified early retirement age is the
     latest of:

     (1)  the earliest date, under the Plan, on which the Member may elect to
          receive retirement benefits.

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

     (3)  the Member's Entry Date.


                                      -29-
<PAGE>   33
----------------------------------------------
ARTICLE VII
TERMINATION OF PLAN
----------------------------------------------

We expect to continue the Plan indefinitely, but reserve the right to terminate
the Plan in whole or in part at any time upon giving written notice to all
parties concerned. Complete discontinuance of Contributions constitutes complete
termination of Plan.

The Account of each Member shall be fully (100%) vested and nonforfeitable as of
the effective date of complete termination of the Plan. The Account of each
Member who becomes an Inactive Member because he is no longer an Eligible
Employee due to partial termination of the Plan shall be fully (100%) vested and
nonforfeitable as of the effective date of the partial Plan termination. If a
Member ceased to be an Employee before partial termination of the Plan but
otherwise would have become an Inactive Member upon partial termination due to
no longer being an Eligible Employee, his Account shall be fully (100%) vested
and nonforfeitable as of the effective date of the partial termination of the
Plan. An Inactive Member's Vested Account shall continue to participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund until the Vested Account is distributed. A distribution under
this article shall be a retirement benefit and shall be distributed to the
Member according to the provisions of Article VI.

A Member's Account which does not result from Contributions which are used to
compute the Actual Deferral Percentage, as defined in Section 3.07, may be
distributed to the Member after the effective date of the complete or partial
Plan termination. A Member's Account resulting from Contributions which are used
to compute such percentage (Elective Deferral Contributions, Qualified
Nonelective Contributions, and Qualified Matching Contributions) may be
distributed upon termination of the Plan without the establishment of
another defined contribution plan.

Upon complete termination of the Plan, no more Employees shall become Members
and no more Contributions shall be made.

The assets of this Plan shall not be paid to us at any time, except that, after
the satisfaction of all liabilities under the Plan, any assets remaining may be
paid to us. The payment may not be made if it would contravene any provision of
law.

----------------------------------------------
ARTICLE VIII
ADMINISTRATION OF PLAN
----------------------------------------------

SECTION 8.01 -- ADMINISTRATION.

Subject to the provisions of this article, the Plan Administrator has complete
control of the administration of the Plan. The Plan Administrator has all the
powers necessary for it to properly carry out its administrative duties. Not in
limitation, but in amplification of the foregoing, the Plan Administrator has
the power to construe the Plan and to determine all questions that may arise
under the Plan, including all questions relating to the eligibility of Employees
to participate in the Plan and the amount of benefit to which any Member,
Beneficiary, spouse or Contingent Annuitant may become entitled. The Plan
Administrator's decisions upon all matters within the scope of its authority are
final.

Unless otherwise set out in the Plan or Annuity Contract, the Plan Administrator
may delegate recordkeeping and other duties which are necessary to assist it
with the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates, and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

The Plan Administrator shall receive all claims for benefits by Members, former
Members, Beneficiaries, spouses, and Contingent Annuitants. The Plan
Administrator shall determine all facts necessary to establish the right of any
Claimant to benefits and the amount of those benefits under the provisions of
the Plan. The Plan Administrator may establish rules and procedures to be
followed by Claimants in filing claims for benefits, in furnishing and verifying
proofs necessary to determine age, and in any other matters required to
administer the Plan.

SECTION 8.02 -- RECORDS.

All acts and determinations of the Plan Administrator shall be duly recorded.
All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

Writing (handwriting, typing, printing), photostating, photographing,
micro-filming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 8.03 -- INFORMATION AVAILABLE.

Any Member in the Plan or any Beneficiary may examine copies of the Plan
description, latest annual report, any bargaining agreement, this Plan, the
contract, or any other instrument under which the Plan was established or is
operated. The Plan Administrator shall maintain all of the items listed in this
section in its office, or in such other place or places as it may designate in
order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Member or
Beneficiary receiving benefits under the Plan, the Plan Administrator shall
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

SECTION 8.04 -- CLAIM AND APPEAL PROCEDURES.

A Claimant must submit any required forms and pertinent information when making
a claim for benefits under the Plan.

If a claim for benefits under the Plan is denied, the Plan Administrator shall
provide adequate written notice to any Claimant whose claim for benefits under
the Plan has been denied. The notice must be furnished within ninety days of the
date that the claim is received by the Plan Administrator. The Claimant shall be
notified in writing within this initial ninety-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

                                      -30-
<PAGE>   34
The Plan Administrator's notice to the Claimant shall specify the reason for the
denial; specify references to pertinent Plan provisions on which denial is
based; describe any additional material and information needed for the Claimant
to perfect his claim for benefits; explain why the material and information is
needed; inform the Claimant that any appeal he wishes to make must be made in
writing to the Plan Administrator within sixty days after receipt of the Plan
Administrator's notice of denial of benefits and that failure to make the
written appeal within such sixty-day period renders the Plan Administrator's
determination of such denial final, binding and conclusive.

If the Claimant appeals to the Plan Administrator, the Claimant, or his
authorized representative, may submit in writing whatever issues and comments
the Claimant, or the representative, feels are pertinent. The Claimant, or the
authorized representative, may review pertinent Plan documents. The Plan
Administrator shall reexamine all facts related to the appeal and make a final
determination as to whether the denial of benefits is justified under the
circumstances. The Plan Administrator shall advise the Claimant of its decision
within sixty days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
sixty-day limit unfeasible. The Claimant shall be notified within the sixty-day
limit if an extension is necessary. The Plan Administrator shall render a
decision on a claim for benefits no later than 120 days after the request for
review is received.

SECTION 8.05 - UNCLAIMED VESTED ACCOUNT PROCEDURES.

If a Member or the Member's spouse or Beneficiary does not claim the Member's
Vested Account, the Vested Account may be forfeited and applied according to
the provisions of Section 3.04. An unclaimed Vested Account shall not be
forfeited until the latest of the date the Member attains age 62, attains
Normal Retirement Age, or six months after the date the Member, spouse, or
Beneficiary is notified, by certified or registered mail addressed to his last
known address, that he is entitled to a benefit. If by the latest date above,
the Member, spouse, or Beneficiary has not claimed the Vested Account or made
his whereabouts known in writing, the Plan Administrator may treat the Vested
Account as a Forfeiture.

If a Member's Vested Account is forfeited according to the provisions of the
above paragraph and the Member or the Member's spouse or Beneficiary at any
time makes a claim for benefits, the forfeited Vested Account shall be
reinstated, unadjusted for any gains or losses occurring after the date it was
forfeited. The reinstated Vested Account shall then be distributed to the
Member, spouse, or Beneficiary according to the preceding provisions of the
Plan.

SECTION 8.06 - DELEGATION OF AUTHORITY.

All or any part of the administrative duties and responsibilities under this
article may be delegated by the Plan Administrator to a retirement committee.
The duties and responsibilities of the retirement committee shall be set out in
a separate written agreement.

Article VIIIA
Trust Provisions

SECTION 8A.01 - THE TRUST AND TRUST FUND.

If Item T(1) is selected, we have established this Trust by executing the
attached Adoption Agreement. The Trust is established for the purpose of
holding and distributing the Trust Fund under the provisions of the Plan. The
Trust is construed, regulated, and administered under the law of the state in
which we have our principal office.

The Trust Fund consists of the total funds held under the Trust for the purpose
of providing benefits for Members. These funds result from Contributions made
under the Plan, which are forwarded to the Trustee to be deposited in the Trust
Fund. The Trust Fund shall be valued at current fair market value as of the
last day of the last calendar month ending in the Plan Year and, at the
discretion of the Trustee, may be valued more frequently. The valuation shall
take into consideration investment earnings credited, expenses charged,
payments made, and changes in the values of the assets held in the Trust Fund.
The Account of a Member shall be credited with its share of the gains and
losses of the Trust Fund. That part of a Member's Account invested in a funding
arrangement which establishes an account or accounts for such Member thereunder
shall be credited with the gain or loss from such account or accounts. That
part of a Member's Account which is invested in other funding arrangements
shall be credited with a proportionate share of the gain or loss of such
investments. The share shall be determined by multiplying the gain or loss of
the investment by the ratio of the part of the Member's Account invested in
such funding arrangement to the total of the Trust Fund invested in such
funding arrangement.

SECTION 8A.02 - THE TRUSTEE.

We have appointed the Trustee named in Item T. We have the power to appoint an
additional or successor Trustee or remove a Trustee at any time by amending the
Adoption Agreement.

The Trustee accepts this appointment by executing the Adoption Agreement or an
amendment to it. A Trustee may resign at any time upon thirty days written
notice to us. If a Trustee is removed, resigns or dies, the successor Trustee
whom we appoint has the same powers and duties as the Trustee replaced. Pending
the appointment of and acceptance of the successor Trustee, a remaining Trustee
has full power to act. When appointment has been accepted by a successor
Trustee, the removed or resigning Trustee must assign, transfer, pay over, and
deliver to the successor Trustee all of the assets which then constitute the
Trust Fund.

If there are two or more persons appointed as Trustees, the Trustees may, in
writing, name one of their number to act in the execution of all documents
relating to the Plan and Trust. When more than two persons have been appointed
as Trustee, all acts and decisions shall be made by majority vote.

SECTION 8A.03 - DUTIES OF TRUSTEE.

It is the duty of the Trustee to accept and hold the Trust Fund and administer
it according to the provisions of the Trust. The Trustee has no duty to demand
or require that Contributions

                                      -31-

<PAGE>   35
be made to the Trust, nor shall a Trustee be liable to determine the amount of
any Contributions to the Trust.

The Plan is administered by the Plan Administrator. The Trustee is not
responsible for any aspect of its administration. The Trustee is not required
to look into any action taken by the Named Fiduciary, Plan Administrator, or us
and will be fully protected in taking, permitting or omitting any action on the
basis of our actions. Any action by the Named Fiduciary, Plan Administrator, or
us according to the Plan provisions shall be evidenced in writing. We will
indemnify the Trustee by satisfying any liabilities the Trustee may incur in
acting in accordance with the Trust provisions upon written instruction from
the Named Fiduciary, Plan Administrator, or us.

SECTION 8A.04 -- POWERS OF TRUSTEE.

Except where the Plan expressly provides that the Trustee is subject to the
direction of the Named Fiduciary, Plan Administrator, or us, the Trustee is
authorized and empowered.

(a)  to apply for and invest all or any part of the assets of the Trust Fund in
     the Annuity Contract, an Insurance Policy, or both, issued by the Insurer
     and to hold the Annuity Contract and any Insurance Policy as owner;

(b)  to invest and reinvest all or any part of the assets of the Trust Fund in
     any bonds, debentures, notes, mortgages or mortgage participations,
     preferred stocks, common stocks or other securities, or other real or
     personal properties;

(c)  to sell, exchange, convey, transfer, or otherwise dispose of any property
     held by it, by private contract or at public auction;

(d)  to exercise the voting rights of any stocks, bonds or other securities and
     to exercise any of the powers of an owner with respect to stocks, bonds,
     securities, or other property held in the Trust Fund;

(e)  to retain in cash an amount which the Trustee considers advisable, and to
     deposit cash in any depository selected by it, without liability for
     interest;

(f)  to make, execute, acknowledge, and deliver any instruments necessary to
     carry out the powers granted it;

(g)  to employ such agents, actuaries, clerical help, custodians, and others as
     are needed to carry out the Trustee's duties;

(h)  to consult with legal counsel, including our counsel, with respect to the
     meaning or construction of, or the Trustee's obligations or duties under,
     the Plan and Trust, or with respect to any action or proceeding or any
     question of law. The Trustee shall be fully protected with respect to any
     action it takes in good faith pursuant to the advice of such counsel.

(i)  to enforce any right, obligation, or claim and, in its absolute
     discretion, to protect in any way the interest of the Trust Fund and if
     the Trustee considers such an action to be in the best interest of the
     Trust Fund, to abstain from the enforcement of any right, obligation, or
     claim and to abandon any property it has held.

SECTION 8A.05 -- EXPENSES.

We pay the expenses incurred by the Trustee in the performance of its duties,
any fees for legal services rendered to the Trustee, and compensation to the
Trustee which we have mutually agreed upon in writing. The Trustee may charge
against the Trust Fund taxes imposed with respect to the Trust Fund or its
income.

SECTION 8A.06 -- ACCOUNTING.

The Trustee shall maintain accurate and detailed records on all receipts,
investments, disbursements, and other transactions performed in its capacity as
Trustee. These records must be open to inspection and audit by the Plan
Administrator, Named Fiduciary, and us at all reasonable times.

Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.

The Trustee shall file all reports, returns, and information required under the
Code and regulations and rulings issued under the Code.

The Trustee shall file with us an accounting of its transactions as soon as
practical after each Yearly Date or any other date we may specify. Any report
or accounting which the Trustee files with us is open to inspection by a Member
for a period of sixty days following the date it is filed. At the end of the
sixty-day period, the Trustee is released and discharged as to any matters set
forth in the report or account, except with respect to any act or omission as
to which a Member, the Plan Administrator, the Named Fiduciary or we have filed
a written objection within the sixty-day period.

________________________________________________________________________________

Article IX
General Provisions
________________________________________________________________________________

SECTION 9.01 -- AMENDMENTS.

We may amend a selection or specification in the Adoption Agreement at any time,
including any remedial retroactive changes (within the time specified by
Internal Revenue Service regulation) to comply with any law or regulation issued
by any governmental agency to which the Plan is subject. An amendment may not
diminish or adversely affect any accrued interest or benefit of Members or
their Beneficiaries or eliminate an optional form of distribution with respect
to benefits attributable to service before the amendment nor allow reversion or
diversion of Plan assets to us at any time, except as may be required to comply
with any law or regulation issued by any governmental agency to which the Plan
is subject. No amendment to this Plan shall be effective to the extent that it
has the effect of decreasing a Member's accrued benefit. However, a Member's
Account may be reduced to the extent permitted under Code Section 412(c)(8).
For purposes of this paragraph, a Plan amendment which has the effect of
decreasing a Member's Account or eliminating an optional form of benefit, with
respect to benefits attributable to service before the amendment shall be
treated as reducing an accrued benefit. Furthermore, if the vesting schedule of
the Plan is amended, in the case of an Employee who is a Member as of the later
of the date such amendment is adopted or the date it becomes effective, the
nonforfeitable percentage (determined as of such date) of such Employee's right
to his employer-derived accrued benefit will not be less than his percentage
computed under the Plan without regard to such amendment. We may amend the Plan
by adding overriding plan language to the Adoption Agreement in order to
satisfy Code Sections 415 and

                                      -32-


<PAGE>   36
416 because of the required aggregation of multiple plans under those sections.
We may amend the Plan by adding certain model amendments published by the
Internal Revenue Service which specifically provide that their adoption will not
cause the Plan to be treated as individually designed. An amendment to this Plan
will be forwarded to Principal Mutual Life Insurance Company, the prototype plan
sponsor.

If we amend the Plan for any reason other than those set out above or if the
Plan loses its qualified status, the Plan shall not be a prototype plan within
the meaning of governmental regulations. In that event, Principal Mutual Life
Insurance Company will not be the prototype plan sponsor and the Plan will not
be a prototype plan. As the Employer, we reserve the right to continue our
retirement program under a document separate and distinct from this Plan. In
such event, all rights and obligations of any Member, Beneficiary, or of ours
under this document shall cease. Assets held in support of this Plan will be
transferred to the designated funding medium under the new or restated plan
and, if applicable, trust, in the manner permitted under, and subject to
the provisions of, the Annuity Contract.

We delegate authority to amend this Plan to Principal Mutual Life Insurance
Company as sponsor. We hereby consent to any such amendment. However, no such
amendment shall increase the duties of the Named Fiduciary without his consent.
Such an amendment shall not deprive any Member or Beneficiary of any accrued
benefit except to the extent necessary to comply with any law or
regulation issued by any governmental agency to which this Plan is subject.
Such an amendment shall not provide that the Investment Fund be used for
any purpose other than the exclusive benefit of Members or their Beneficiaries
or that the Investment Fund ever revert to or be used by us.

Any amendment to this Plan by Principal Mutual Life Insurance Company, as
sponsor, shall be deemed to be an amendment to this Plan by us. The effective
date of any amendment shall be specified in the written instrument of amendment.

An amendment shall not decrease a Member's vested interest in the Plan. If an
amendment to the Plan, or a deemed amendment in the case of a change in
top-heavy status of the Plan as provided in Section 10.03, changes the
computation of Vesting Percentage (whether directly or indirectly), each Member
or former Member.

(a)  who has completed at least three Years of Service with us on the date the
     election period described below ends (five years of Service if the Member
     does not have at least one Hour of Service in a Plan Year beginning after
     December 31, 1988) and

(b)  whose Vesting Percentage will be determined on any date after the date of
     the change may elect, during the election period, to have the
     nonforfeitable percentage of his Account which results from our
     Contributions determined without regard to the amendment. This election may
     not be revoked. If after the Plan is changed the Member's Vesting
     Percentage will at all times be as great as it would have been if the
     change had not been made, no election needs to be provided. The election
     period shall begin no later than the date the Plan amendment is adopted, or
     deemed adopted in the case of a change in the top-heavy status of the Plan,
     and end no earlier than the sixtieth day after the latest of the date the
     amendment is adopted (deemed adopted) or becomes effective, or the date the
     Member is issued written notice of the amendment (deemed amendment) by us
     or the Plan Administrator.

SECTION 9.02 - MERGERS AND DIRECT TRANSFERS.

The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Member in the
plan would (if the plan then terminated) receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater than the benefit
the Member would have been entitled to receive immediately before the merger,
consolidation or transfer (if this Plan had then terminated). We may enter into
merger agreements or direct transfer of assets agreements with the employers
under other retirement plans which are qualifiable under Code Section 401(a),
including an elective transfer, and may accept the direct transfer of plan
assets, or may transfer plan assets, as a party to any such agreement. We shall
not consent to, or be a party to a merger, consolidation or transfer of assets
with a defined benefit plan if such action would result in a defined benefit
feature being maintained under this Plan.

The Plan may accept a direct transfer of plan assets on behalf of an Eligible
Employee. If the Eligible Employee is not an Active Member when the transfer is
made, the Eligible Employee shall be deemed to be an Active Member only for the
purpose of investment and distribution of the transferred assets. Our
Contributions shall not be made for or allocated to the Eligible Employee and he
may not make Member Contributions, until the time he meets all of the
requirements to become an Active Member.

The Plan shall hold, administer and distribute the transferred assets as a part
of the Plan. The Plan shall maintain a separate account for the benefit of the
Employee on whose behalf the Plan accepted the transfer in order to reflect the
value of the transferred assets. Unless a transfer of assets to the Plan is an
elective transfer, the Plan shall apply the optional forms of benefit
protections described in Section 9.01 to all transferred assets. A transfer is
elective if: (1) the transfer is voluntary, under a fully informed election by
the Member; (2) the Member has an alternative that retains his Code Section
411(d)(6) protected benefits (including an option to leave his benefit in the
transferor plan, if that plan is not terminating); (3) if the transfer or plan
is subject to Code Sections 401(a)(11) and 417, the transfer satisfies
the applicable spousal consent requirements of the Code; (4) the notice
requirements under Code Section 417, requiring a written explanation with
respect to an election not to receive benefits in the form of a qualified
joint and survivor annuity, are met with respect to the Member and spousal
transfer election; (5) the Member has a right to immediate distribution from the
transferor plan under provisions in the plan not inconsistent with Code Section
401(a); (6) the transferred benefit is equal to the Member's entire
nonforfeitable accrued benefit under the transferor plan, calculated to be at
least the greater of the single sum distribution provided by the transferor plan
(if any) or the present value of the Member's accrued benefit under the
transferor plan payable at the plan's normal retirement age and calculated using
an interest rate subject to the restrictions of Code Section 417(e) and subject
to the overall limitations of Code Section 415; (7) the Member has a 100%
nonforfeitable interest in the transferred benefit; and (8) the transfer
otherwise satisfies applicable Treasury regulations.

SECTION 9.03 - PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

The obligations of an Insurer shall be governed solely by the provisions of the
Annuity Contract or Insurance Policy. The Insurer shall not be required to
perform any act not provided



                                      -33-
<PAGE>   37
in or contrary to the provisions of the Annuity Contract or Insurance Policy.
The Annuity Contract when purchased will comply with the Plan. See Section 9.08.

Any issuer or distributor of investment contracts or securities is governed
solely by the terms of its policies, written investment contract, prospectuses,
security instruments, and any other written agreements entered into with the
Trustee.

Such insurer, issuer, or distributor is not a party to the Plan, nor bound in
any way by the Plan provisions. Such parties shall not be required to look to
the terms of this Plan, nor to determine whether we, the Plan Administrator,
the Trustee, or the Named Fiduciary have the authority to act in any particular
manner or to make any contract or agreement.

Until notice of any amendment or termination of this Plan or of a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected
in assuming that the Plan has not been amended or terminated and in dealing
with any party acting as Trustee according to the latest information which they
have received at their home office or principal address.

SECTION 9.04 -- EMPLOYMENT STATUS.

Nothing contained in this Plan gives any Employee the right to be retained in
our employ or to interfere with our right to discharge any Employee.

SECTION 9.05 -- RIGHTS TO PLAN ASSETS.

An Employee shall not have any right to or interest in any assets of the Plan
upon termination of employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee according to the Plan provisions.

Any final payment or distribution to a Member or his legal representative or to
any Beneficiaries, spouse, or Contingent Annuitant of such Member under the
Plan provisions shall be in full satisfaction of all claims against the Plan,
the Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and us
arising under or by virtue of the Plan.

SECTION 9.06 -- BENEFICIARY.

Each Member may name a Beneficiary to receive any death benefit (other than any
income payable to a Contingent Annuitant) which may arise out of his membership
in the Plan. The Member may change his Beneficiary from time to time. Unless a
qualified election has been made, for purposes of distributing any death
benefits before Retirement Date, the Beneficiary of a Member who has a spouse
who is entitled to a Qualified Preretirement Survivor Annuity shall be the
Member's spouse. The Member's Beneficiary designation and any change of
Beneficiary shall be subject to the provisions of Section 6.03. It is the
responsibility of the Member to give written notice to the Insurer of the name
of the Beneficiary on a form furnished for that purpose.

With our consent, the Plan Administrator may maintain records of Beneficiary
designations for Members before their Retirement Dates. In that event, the
written designations made by Members shall be filed with the Plan Administrator.
If a Member dies before his Retirement Date, the Plan Administrator shall
certify to the Insurer the Beneficiary designation on its records for the
Member.

If there is no Beneficiary named or surviving when a Member dies, any death
benefit under the Annuity Contract or Insurance Policy will be paid according
to the provisions of the respective documents.

SECTION 9.07 -- NONALIENATION OF BENEFITS.

Benefits payable under the Plan are not subject to the claims of any creditor of
any Member, Beneficiary, spouse, or Contingent Annuitant. A Member, Beneficiary,
spouse, or Contingent Annuitant does not have any rights to alienate,
anticipate, commute, pledge, encumber or assign such benefits except in the case
of a Trustee approved loan as provided in Section 5.06. The preceding sentences
shall also apply to the creation, assignment, or recognition of a right to any
benefit payable with respect to a Member according to a domestic relations
order, unless such order is determined by the Plan Administrator to be a
qualified domestic relations order, as defined in Code 414(p), or any domestic
relations order entered before January 1, 1985.

SECTION 9.08 -- CONSTRUCTION.

The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which we have our principal office. In case any
provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

In the event of any conflict between the provisions of the Plan and the terms
of any contract or policy issued hereunder, the provisions of the Plan control.

SECTION 9.09 -- LEGAL ACTIONS.

The Plan, the Plan Administrator, the Trustee and the Named Fiduciary are the
necessary parties to any action or proceeding involving the assets held with
respect to the Plan or administration of the Plan or Trust. No person employed
by us, no Member, former Member, or their Beneficiaries or any other person
having or claiming to have an interest in the Plan is entitled to any notice of
process. A final judgment entered in any such action or proceeding shall be
binding and conclusive on all persons having or claiming to have an interest in
the Plan.

SECTION 9.10 -- SMALL AMOUNTS.

If the Vested Account of a Member has never exceeded $3,500, the entire Vested
Account shall be payable in a single sum as of the earliest of his Retirement
Date, the date he dies, or the date he ceases to be an Employee for any other
reason. If Item X(3)(b) of the Adoption Agreement -- Plus is selected, the
Member shall not be treated as having ceased to be an Employee for any reason
other than retirement or death before the period of time elected in Item X(3)(b)
has elapsed and no small amount payment shall be made if he again becomes an
Employee before such period of time has elapsed. This is a small amounts
payment. If a small amount is payable as of the date the Member dies, the small
amounts payment shall be made to the Member's Beneficiary (spouse if the death
benefit is payable to the spouse). If a small amount is payable while the Member
is living, the small amounts payment shall be made to the Member. The small
amounts payment is in full settlement of all benefits otherwise payable.

Before the first Yearly Date in 1989, the Member's Vested Account which results
from deductible Voluntary Contributions


                                      -34-
<PAGE>   38
shall not be taken into account in determining whether his Vested Account has
exceeded $3,500.

No other small amounts payment shall be made.

SECTION 9.11 - WORD USAGE.

The masculine gender, where used in this Plan, shall include the feminine
gender and singular words as used in this Plan may include the plural, unless
the context indicates otherwise.

SECTION 9.12 - TRANSFERS BETWEEN PLANS.

If an Employee has been a member of another plan of ours which credited service
under the elapsed time method for any purpose which under this Plan is
determined using the hours method, then the Employee's service shall be equal
to the sum of (a), (b) and (c) below:

(a) The number of whole years of service credited to the Employee under the
    other plan as of the date he became an Eligible Employee under this Plan.

(b) One year of service for the applicable service period in which he became an
    Eligible Employee if he is credited with the required number of Hours of
    Service. If we do not have sufficient records to determine the Employees's
    actual Hours of Service in that part of the service period before the date
    he became an Eligible Employee, the Hours of Service shall be determined
    using an equivalency. For any month in which he would be required to be
    credited with one Hour of Service, the Employee shall be deemed for purposes
    of this section to be credited with 190 Hours of Service.

(c) The Employee's service determined under this Plan using the hours method
    after the end of the service period in which he became an Eligible Employee.

If an Employee has been a member of another plan of ours which credited service
under the hours method for any purpose which under this Plan is determined
using the elapsed time method, then the Employee's service shall be equal to
the sum of (d), (e) and (f) below:

(d) The number of whole years of service credited to the Employee under the
    other plan as of the beginning of the service period under that plan in
    which he became an Eligible Employee under this Plan.

(e) The greater of (1) the service that would be credited to the Employee for
    that entire service period using the elapsed time method or (2) the service
    credited to him under the other plan as of the date he became an Eligible
    Employee under this Plan.

(f) The Employee's service determined under this Plan using the elapsed time
    method after the end of the applicable service period under the other plan
    in which he became an Eligible Employee.

Any modification of service contained in this Plan shall be applicable to the
service determined pursuant to this section.

If an Employee used to be a member of a Controlled Group member's plan which
credited service under a different method than is used in this Plan, in order
to determine entry and vesting, the provisions above shall apply as though the
Controlled Group member's plan were our plan. If the method of crediting
service under this Plan is changed, the service credited to an Employee shall
be equal to the service that would be credited to him under the above provisions
as though the Plan as in effect before the change were another plan of ours.

SECTION 9.13 - PARTNERSHIP OR SOLE PROPRIETORSHIP.

(a) For the purpose of applying the provisions of this Plan as to any Plan
    Year in which we are a partnership or sole proprietorship, the following
    terms are defined:

    Control(s) means, with regard to a trade or business, one owner-employee
    owns or a group of owner-employees together own (1) the entire interest in
    such trade or business or (2) in the case of a partnership, more than fifty
    percent of either the capital interest or the profits interest in the
    partnership. An owner-employee, or a group of owner-employees, shall be
    treated as owning any interest in a partnership which is owned, directly or
    indirectly, by a partnership which such owner-employee, or group of
    owner-employees, are considered to control within the meaning of the
    preceding sentence.

    Earned Income means, for a Self-Employed individual, net earnings from
    self-employment in the trade or business for which this Plan is established
    if such Self-Employed individual's personal services are a material income
    producing factor for that trade or business. Earned Income shall be
    determined without regard to items not included in gross income and the
    deductions properly allocable to or chargeable against such items. After the
    TEFRA Compliance Date, Earned Income shall be reduced for our employer
    contributions to our qualified retirement plan(s) to the extent deductible
    under Code Section 404.

    Net earnings shall be determined with regard to the deduction allowed to us
    by Code Section 164(f) for taxable years beginning after December 31, 1989.

    In applying the provisions of this Plan, the Self-Employed Individual's
    Earned Income shall be deemed to be his Pay. For purposes of Section 3.06,
    Earned Income shall include earned income within the meaning of Code
    Section 911 from sources outside the United States and shall be deemed to be
    his Compensation. If any exclusions are used for Pay, Earned Income shall be
    adjusted by multiplying the Self-Employed Individual's Earned Income by a
    fraction. The numerator of the fraction is the total Pay for all Nonhighly
    Compensated Employees after such exclusions are applied. The denominator of
    the fraction is the total Pay for all Nonhighly Compensated Employees
    before such exclusions are applied. Self-Employed Individuals who are
    Nonhighly Compensated Employees are not included for purposes of calculating
    this fraction. Earned income includes a Self-Employed Individual's elective
    contributions.

    Owner-Employee means a Self-Employed Individual who, in the case of a sole
    proprietorship, owns the entire interest in the unincorporated trade or
    business for which this Plan is established. If this Plan is established for
    a partnership, an Owner-Employee means a Self-Employed individual who owns
    more than ten percent of either the capital interest or profits interest in
    such partnership.

    In applying the provisions of this Plan, an Owner-Employee shall be deemed
    to be an Employee.




                                      -35-
<PAGE>   39
    Self-Employed Individual means, with respect to any Fiscal Year, an
    individual who has Earned Income for the Fiscal Year (or who would have
    Earned Income but for the fact the trade or business for which this Plan is
    established did not have net profits for such Fiscal Year).

    In applying the provisions of this Plan, a Self-Employed Individual shall be
    deemed to be an Employee.

(b) If contributions are made for or allocated to or benefits accrue to an
    Owner-Employee who Controls, or a group of Owner-Employees who together
    Control, both the trade or business for which this Plan is established and
    one or more other trades or businesses, then this Plan and the plans
    established for such other trade(s) or business(es) must, if they were
    combined as a single plan, satisfy the requirements of Code Sections 401(a)
    and 401(d) and regulations thereunder.

    If this Plan provides Contributions for an Owner-Employee who Controls, or a
    group of Owner-Employees who Control, one or more other trades or
    businesses, the employees of each such other trade or business must be
    included in a plan which satisfies Code Sections 401(a) and 401(d) and
    regulations thereunder. Each such plan must provide contributions and
    benefits which are not less favorable than the Contributions and benefits
    provided for the Owner-Employee(s) under this Plan.

    If an Owner-Employee is covered under another qualifiable retirement plan as
    an owner-employee of a trade or business he does not Control, then the
    plan(s) of the trade(s) or business(es) the Owner-Employee does Control
    (including this Plan, if applicable) must provide contributions or benefits
    as favorable as those provided under the most favorable plan of the trade or
    business the Owner-Employee does not Control.

SECTION 9.14 -- QUALIFICATION OF PLAN.

If the Plan is denied initial qualification, it will terminate. We shall give
written notice to the insurer and Trustee of the denial in sufficient time so
the assets resulting from Contributions which were conditioned on initial
qualification of the Plan may be returned within one year after the date of
denial, but only if the application for the qualification is made by the time
prescribed by law for filing our return for the taxable year in which the Plan
is adopted, or such later date as the Secretary of the Treasury may prescribe.
The Insurer will be notified that the Annuity Contract is to be terminated and
any Insurance Policy surrendered. The Plan assets which result from Employer
Contributions and Member Contributions shall be returned to us and the Members,
respectively. The Trustee, the Plan Administrator, and the Named Fiduciary shall
then be discharged from all obligations under the Plan and Trust and the Insurer
shall be discharged from all obligations under the Annuity Contract and any
Insurance Policy. A Member or Beneficiary shall not have any right or claim to
the assets or to any benefit under this Plan before the Internal Revenue Service
determines that the Plan and Trust qualify under the provisions of Section
401(a) of the Code.

If the Plan loses its qualified status, it shall no longer be a prototype plan
within the meaning of governmental regulations. In that event, Principal Mutual
Life Insurance Company will no longer be the Plan sponsor. We agree to give
written notification to Principal Mutual Life Insurance Company of the loss of
qualification.

-------------------------------------------------------
ARTICLE X
TOP-HEAVY PLAN REQUIREMENTS
-------------------------------------------------------

SECTION 10.01 -- APPLICATION.

The provisions of this Article X shall supersede all other provisions in the
Plan to the contrary.

For the purpose of applying the Top-heavy Plan requirements of this article, all
members of the Controlled Group shall be treated as one Employer. The terms we,
us, and our as they are used in this article shall be deemed to include all
members of the Controlled Group unless the terms as used clearly indicate only
the Employer is meant.

The accrued benefit or account of a member which results from deductible
voluntary contributions shall not be included for any purpose under this
article.

The minimum vesting and contribution provisions of Sections 10.03 and 10.04
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including us, if there is evidence that retirement benefits were the
subject of good faith bargaining between such representatives. For this purpose,
the term "employee representatives" does not include any organization more than
half of whose members are employees who are owners, officers or executives.

SECTION 10.02 -- DEFINITIONS.

The following terms are defined for purposes of this article.

Aggregation Group means

(a) each of our retirement plans in which a Key Employee is a member during the
    Year containing the Determination Date or one of the four preceding Years.

(b) each of our other retirement plans which allows the plan(s) described in (a)
    above to meet the nondiscrimination requirement of Code Section 401(a)(4) or
    the minimum coverage requirement of Code Section 410, and

(c) any of our other retirement plans not included in (a) or (b) above which we
    desire to include as part of the Aggregation Group. Such a retirement plan
    shall be included only if the Aggregation Group would continue to satisfy
    the requirements of Code Section 401(a)(4) and Code Section 410.

The plans in (a) and (b) above constitute the "required" Aggregation Group. The
plans in (a), (b) and (c) above constitute the "permissive" Aggregation Group.

Compensation means, as to an Employee for any period, compensation as defined in
Item M for purposes of Plan Section 3.06. For purposes of determining who is a
Key Employee, Compensation shall include, in addition to compensation as defined
in Item M for purposes of Plan Section 3.06, elective contributions. Elective
contributions are amounts excludable from the gross income of the Employee under
Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by us, at the
Employee's election, to a Code Section 401(k) arrangement, a simplified employee
pension, cafeteria plan or tax-sheltered

                                      -36-
<PAGE>   40
annuity. Elective contributions also include Pay deferred under a Code Section
457 plan maintained by us and Employee contributions "picked up" by a
governmental entity and, pursuant to Code Section 414(h)(2), treated as our
contributions.

Determination Date means as to this Plan, for any Year, the last day of the
preceding Year. However, if there is no preceding Year, the Determination Date
is the last day of such Year.

Key Employee means any Employee or former Employee (including Beneficiaries of
deceased Employees) who at any time during the determination period was

(a) one of our officers (subject to the maximum below) whose Compensation (as
    defined in this section) for the Year exceeds 50 percent of the dollar
    limitation under Code Section 415(b)(1)(A).

(b) one of the ten Employees who owns (or is considered to own, under Code
    Section 318) more than a half percent ownership interest and one of the
    largest interests in us during any Year of the determination period if such
    person's Compensation (as defined in this section) for the Year exceeds the
    dollar limitation under Code Section 415(c)(1)(A),

(c) a five-percent owner of us, or

(d) a one-percent owner of us whose Compensation (as defined in this section)
    for the Year is more than $150,000.

Each member of the Controlled Group shall be treated as a separate employer for
purposes of determining ownership in us.

The determination period is the Year containing the Determination Date and the
four preceding Years. If we have fewer than 30 Employees, no more than three
Employees shall be treated as Key Employees because they are officers. If we
have between 30 and 500 Employees, no more than ten percent of our Employees
(if not an integer, increased to the next integer) shall be treated as Key
Employees because they are officers. In no event will more than 50 Employees be
treated as Key Employees because they are officers if we have 500 or more
Employees. The number of Employees for any Plan Year is the greatest number of
Employees during the determination period. Officers who are employees described
in Code Section 414(q)(8) shall be excluded. If we have more than the maximum
number of officers to be treated as Key Employees, the officers shall be ranked
by the amount of annual Compensation (as defined in this section), and those
with the greater amount of annual Compensation during the determination period
shall be treated as Key Employees. To determine the ten Employees owning the
largest interests in us, if more than one Employee has the same ownership
interest, the Employee(s) having the greater annual Compensation shall be
treated as owning the larger interest(s). The determination of who is a Key
Employee shall be made according to Code Section 416(i)(1) and the regulations
thereunder.

Non-key Employee means a person who is a non-key employee within the meaning of
Code Section 416 and regulations thereunder.

Present Value means the present value of a member's accrued benefit under a
defined benefit plan as of his normal retirement age (attained age if later)
or, if the plan provides non-proportional subsidies, the age at which the
benefit is most valuable. The accrued benefit of any Employee (other than a Key
Employee) shall be determined under the method which is used for accrual
purposes for all our plans or if there is no one method which is used for
accrual purposes for all our plans, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under Code Section 411(b)(1)(C). The
Present Value shall be based only on the interest and mortality rates specified
in the Adoption Agreement. If the Present Value of accrued benefits is
determined for a member under more than one defined benefit plan included in
the Aggregation Group, all such plans shall use the same actuarial assumptions
to determine the Present Value.

Top-heavy Plan means a plan which is a top-heavy plan for any plan year
beginning after December 31, 1983. This Plan shall be a Top-heavy Plan if

(a) the Top-heavy Ratio for this Plan alone exceeds sixty percent and this Plan
    is not part of any required Aggregation Group or permissive Aggregation
    Group.

(b) this Plan is a part of a required Aggregation Group, but not part of a
    permissive Aggregation Group, and the Top-heavy Ratio for the required
    Aggregation Group exceeds sixty percent.

(c) this Plan is a part of a required Aggregation Group and part of a permissive
    Aggregation Group and the Top-heavy Ratio for the permissive Aggregation
    Group exceeds sixty percent.

Top-heavy Ratio means the ratio calculated below for this Plan or for the
Aggregation Group.

(a) The Top-heavy Ratio for this Plan or for the Aggregation Group (including
    any simplified employee pension plan) if the Aggregation Group does not
    contain a defined benefit plan during the five-year period ending on the
    determination date which has or has had accrued benefits, is a fraction, the
    numerator of which is the sum of the account balances of all Key Employees
    as of the determination date and the denominator of which is the sum of all
    account balances of all employees as of the determination date. Both the
    numerator and denominator of the Top-heavy Ratio are adjusted for any
    distribution of an account balance made in the five-year period ending on
    the determination date in accordance with Code Section 416 and the
    regulations thereunder. Both the numerator and denominator of the Top-heavy
    Ratio are increased to reflect any contribution not actually made as of the
    Determination Date, but which is required to be taken into account on that
    date under Code Section 416 and the regulations thereunder.

(b) The Top-heavy Ratio for the Aggregation Group (including any simplified
    employee pension plan) if the Aggregation Group contains a defined benefit
    plan during the five-year period ending on the determination date which has
    or has had accrued benefits, is a fraction, the numerator of which is the
    sum of the account balances under the defined contribution plan(s) of all
    Key Employees and the Present Value of accrued benefits under the defined
    benefit plan(s) for all Key employees, and the denominator of which is the
    sum of the account balances under the defined contribution plan(s) for all
    employees and the Present Value of accrued benefits under the defined
    benefit plans for all employees. Both the numerator and denominator of the
    Top-heavy Ratio are adjusted for any distribution of an account balance or
    an accrued benefit (including those made from terminated plan(s) of ours
    which would have been part of


                                      -37-
<PAGE>   41
     the required Aggregation Group had such plan(s) not been terminated) made
     in the five-year period ending on the determination date in accordance with
     Code Section 416 and the regulations thereunder.

(c)  For purposes of (a) and (b) above, the value of account balances and the
     Present Value of accrued benefits will be determined as of the most recent
     valuation date that falls within or ends with the 12-month period ending on
     the determination date, except as provided in Code Section 416 and the
     regulations thereunder for the first and second plan years of a defined
     benefit plan. The account balances and accrued benefits of an employee who
     is not a Key Employee but who was a Key Employee in a prior year will be
     disregarded. The calculation of the Top-heavy Ratio and the extent to which
     distributions, rollovers and transfers during the five-year period ending
     on the determination date are to be taken into account, shall be determined
     according to the provisions of Code Section 416 and regulations thereunder.
     The account balances and accrued benefits of an individual who has
     performed no service for us during the five-year period ending on the
     determination date shall be excluded from the Top-heavy Ratio until the
     time the individual again performs service for us. Deductible employee
     contributions will not be taken into account for purposes of computing the
     Top-heavy Ratio. When aggregating plans, the value of account balances and
     accrued benefits will be calculated with reference to the determination
     dates that fall within the same calendar year.

Account, as used in this definition, means the value of an employee's account
under one of our retirement plans on the latest valuation date. In the case of a
money purchase plan or target benefit plan, such value shall be adjusted to
include any contributions made for or by the employee after the valuation date
and on or before such determination date or due to be made as of such
determination date but not yet forwarded to the insurer or trustee. In the case
of a profit sharing plan, such value shall be adjusted to include any
contributions made for or by the employee after the valuation date and on or
before such determination date. During the first Year of any profit sharing plan
such adjustment in value shall include contributions made after such
determination date that are allocated as of a date in such Year. The
nondeductible voluntary contributions which an employee makes under a defined
benefit plan of ours shall be treated as if they were contributions under a
separate defined contribution plan.

Valuation Date means, as to this Plan, the last day of the last calendar month
ending in a Year.

Year means the Plan Year unless another year is specified by us in a separate
written resolution in accordance with regulations issued by the Secretary of the
Treasury or his delegate.

SECTION 10.03 -- MODIFICATION OF VESTING REQUIREMENTS.

If a Member's Vesting Percentage determined under the vesting schedule selected
in Item V is not as great as the Vesting Percentage would be if it were
determined under a schedule permitted in Code Section 416, the following shall
apply. During any Year in which the Plan is a Top-heavy Plan, the Member's
Vesting Percentage shall be the greater of the Vesting Percentage determined
under the schedule selected in Item U or,

(a)  if the vesting schedule provides for partial vesting between 0% and 100%,
     the schedule below.

<TABLE>
     VESTING SERVICE                VESTING
     (whole years)                 PERCENTAGE
     <S>                           <C>
     Less than 2                       0
          2                           20
          3                           40
          4                           60
          5                           80
      6 or more                      100
</TABLE>

(b)  if the vesting schedule provides for only 0% or 100% vesting, the schedule
     below.

<TABLE>
     VESTING SERVICE               VESTING
     (whole years)                PERCENTAGE
     <S>                          <C>
     Less than 3                      0
      3 or more                     100
</TABLE>

The applicable schedule above shall not apply to Members who are not credited
with an Hour of Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to all of the Member's Account
resulting from our Contributions, including Contributions we make before the
TEFRA Compliance Date or when this Plan is not a Top-heavy Plan.

If, in a later Year, this Plan is not a Top-heavy Plan, a Member's Vesting
Percentage shall be determined according to the provisions of Item U. A Member's
Vesting Percentage determined under either Item U or the schedule above shall
never be reduced and the election procedures of Section 9.01 shall apply when
changing to or from the above schedule as though the automatic change were the
result of an amendment.

The part of the Member's Vested Account resulting from the minimum contributions
required pursuant to Section 10.04 shall not be forfeited because of a period of
reemployment after benefit payments have begun or because of a withdrawal of
require contributions, if any.

SECTION 10.04 -- MODIFICATION OF CONTRIBUTIONS.

For any Plan Year in which the Plan is top-heavy, only the first $200,000
(multiplied by the Adjustment Factor) of a Member's annual compensation shall be
taken into account for purposes of determining Employer Contributions under the
Plan. For any Plan Year beginning after December 31, 1988, in determining the
Compensation, as defined in this article, of a Member for purposes of this
limitation, the rules of Code Section 414(q)(6) shall apply, except that in
applying such rules, the term "family" shall include only the spouse of the
Member and any lineal descendants of the Member who have not attained age 19
before the close of the Plan Year. If as a result of the application of such
rules the adjusted $200,000 limitation is exceeded, then the limitation shall be
prorated among the affected individuals in proportion to each such individual's
Compensation as determined under the definition in this article prior to the
application of this limitation.

During any Year in which this Plan is a Top-heavy Plan, we shall make a minimum
contribution or allocation on the last day of the Year for each person who is a
Non-key Employee on that day and who either was or could have been an Active
Member during the Year. A Non-key Employee is not required to have a minimum
number of Hours of Service or minimum


                                      -38-
<PAGE>   42
amount of Pay, or to have made any Elective Deferral Contributions in order to
be entitled to this minimum. The selections we make in Item R shall determine if
Key Employees who are Employees on the last day of the Year are also entitled to
this minimum and if the minimum contribution or allocation shall apply in Years
when this Plan is not a Top-heavy Plan. The minimum contribution and allocation
for such person shall be equal to the amount specified in Item R. If overriding
provisions are not specified in Item R, the minimum is the lesser of (a) or (b)
below:

(a)  Three percent of such person's Compensation (as defined in this article).

(b)  The "highest percentage" of Compensation (as defined in this article) for
     such Year at which our contributions are made for or allocated to any Key
     Employee. The highest percentage shall be determined by dividing our
     contributions made for or allocated to each Key Employee during the Year by
     the amount of his Compensation (as defined in this article) which is not
     more than the maximum set out above, and selecting the greatest quotient
     (expressed as a percentage). To determine the highest percentage, all our
     defined contribution plans within the Aggregation Group shall be treated as
     one plan. The provisions of this paragraph shall not apply if this Plan and
     a defined benefit plan of ours are required to be included in the
     Aggregation Group and this Plan enables the defined benefit plan to meet
     the requirements of Code Section 401(a)(4) or Code Section 410.

If our contributions and allocations otherwise required under the defined
contribution plan(s) are at least equal to the minimum above, no additional
contribution or allocation shall be required. If our contributions and
allocations are less than the minimum above and our Contributions under this
Plan are allocated to Members, our Contributions (other than Elective Deferral
Contributions) shall be reallocated to provide the minimum. The remaining
Contributions shall be allocated as provided in the preceding articles of this
Plan. If our total contributions and allocations are less than the minimum above
and our Contributions under this Plan are not allocated, we shall contribute the
difference for the Year.

The minimum contribution or allocation applies to all of our defined
contribution plans in the aggregate which are Top-heavy Plans. A minimum
allocation under a profit sharing plan shall be made without regard to whether
or not we have profits. If a person who is otherwise entitled to an additional
contribution or allocation above is also covered under a defined benefit plan of
ours which is a Top-heavy Plan during that same Year, the minimum benefits for
him shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis of the lesser of (c)
two percent of his average pay multiplied by his years of service or (d) twenty
percent of his average pay. Average pay and years of service shall have the
meaning set forth in such defined benefit plan for this purpose.

We may provide overriding provisions in Item R to satisfy the requirements of
Code Section 416 because of the aggregation of multiple plans.

For purposes of this section, any employer contribution made according to a
salary reduction or similar arrangement shall not apply before the first Yearly
Date in 1985. On and after the first Yearly Date in 1989, any such employer
contributions and employer contributions which are matching contributions, as
defined in Code Section 401(m), shall not apply in determining if the minimum
contribution requirement has been met, but shall apply in determining the
minimum contribution required. Forfeitures credited to a Member's account are
treated as employer contributions.

The requirements of this section shall be met without regard to contributions
under Chapter 2 of the Code (relating to tax on self-employment), Chapter 21 of
the Code (relating to Federal Insurance Contributions Act), Title II of the
Social Security Act or any other Federal or state law.

SECTION 10.5 -- MODIFICATION OF CONTRIBUTION LIMITATION.

If the provisions of subsection (l) of Section 3.06 are applicable for any
Limitation Year during which this Plan is a Top-heavy Plan, the Contribution
limitations shall be modified. The definitions of Defined Benefit Plan Fraction
and Defined Contribution Plan Fraction in Section 3.06 shall be modified by
substituting "100 percent" in lieu of "125 percent." In addition, an adjustment
shall be made to the numerator of the Defined Contribution Plan Fraction. The
adjustment is a reduction of that numerator similar to the modification of the
Defined Contribution Plan Fraction described in Section 3.06 and shall be made
with respect to the last Plan Year beginning before January 1, 1984.

The modifications in the paragraph above shall not apply with respect to a
Member so long as employer contributions, forfeitures or nondeductible employee
contributions are not credited to his account under this or any of our other
defined contribution plans and benefits do not accrue for such Member under
our defined benefit plan(s), until the sum of his Defined Contribution
and Defined Benefit Plan Fractions is less than 1.0.

The modification of the Contribution limitation shall not apply if both of the
following requirements are met:

(a)  This Plan would not be a Top-heavy Plan if "ninety percent" were
     substituted for "sixty percent" in the definition of Top-heavy Plan.

(b)  A Non-key Employee who is not covered under a defined contribution plan of
     ours, accrues a minimum benefit on, or adjusted to, a straight life basis
     equal to the lesser of (a) twenty percent of his average pay or (b) two
     percent of his average pay multiplied by his years of service, increased by
     one percentage point for each year (not to exceed ten in the case of (a))
     earned while the benefit limitation is to be modified as described above.

     The account of a Non-key Employee who is covered under only one or more
     defined contribution plans of ours, is credited with a minimum employer
     contribution or allocation under such plan(s) equal to four percent of the
     person's Compensation for each year in which the plan is a Top-heavy Plan.

     If a Non-key Employee is covered under both defined contribution and
     defined benefit plans of ours, (i) a minimum accrued benefit for such
     person equal to the amount determined above for a person who is not covered
     under a defined contribution plan is accrued in the defined benefit plan(s)
     or (ii) a minimum contribution or allocation equal to 7.5% of the person's
     Compensation for a Year in which the plans are Top-heavy Plans will be
     credited to his account under the defined contribution plans.


                                      -39-
<PAGE>   43
                                                                       CTD 07815








                                 THE PRINCIPAL
                                FINANCIAL GROUP
                                 PROTOTYPE FOR
                                 SAVINGS PLANS


    S
    A              THIS PLAN IS A 401(K) PROFIT SHARING PLAN
    V
    I             -------------------------------------------
    N             -------------------------------------------
    G
    S

                           ADOPTION AGREEMENT - PLUS

    P
    L
    A
    N



                            IRS SERIAL NO.: D347609B
                        ADOPTION AGREEMENT PLAN NO.: 001
                       TO BE USED WITH BASIC PLAN NO.: 03
                           APPROVED: OCTOBER 26, 1992
                                      103
<PAGE>   44




                               TABLE OF CONTENTS


A.   ADOPTION AGREEMENT.....................................................  1
B.   EMPLOYER ..............................................................  1
C.   PLAN NAME .............................................................  1
D.   EFFECTIVE DATE ........................................................  1
E.   YEARLY DATE ...........................................................  2
F.   FISCAL YEAR ...........................................................  2
G.   NAMED FIDUCIARY .......................................................  2
H.   PLAN ADMINISTRATOR ....................................................  2
I.   PREDECESSOR ...........................................................  3
J.   ELIGIBLE EMPLOYEE .....................................................  4
K.   ENTRY REQUIREMENTS.....................................................  5
L.   ENTRY DATE ............................................................  7
M.   PAY ...................................................................  7
N.   ELECTIVE DEFERRAL CONTRIBUTIONS .......................................  9
O.   MATCHING CONTRIBUTIONS ................................................ 10
P.   OTHER EMPLOYER CONTRIBUTIONS AND FORFEITURES .......................... 12
Q.   NET PROFITS AND CONTRIBUTION REQUIREMENTS ............................. 15
R.   CONTRIBUTION MODIFICATIONS ............................................ 17
S.   VOLUNTARY CONTRIBUTIONS ............................................... 18
T.   INVESTMENT ............................................................ 18
U.   VESTING PERCENTAGE .................................................... 21
V.   VESTING SERVICE ....................................................... 22
W.   WITHDRAWAL BENEFITS ................................................... 24
X.   RETIREMENT AND THE START OF BENEFITS .................................. 25
Y.   FORMS OF DISTRIBUTION ................................................. 27
Z.   ADOPTING EMPLOYERS .................................................... 28
<PAGE>   45


                                           Department of the Treasury
                                           Washington, DC 20224

                                           Person to Contact: Ms. Wiggins
                                           Telephone Number: (202) 622-8380

                                           Refer Reply to: E:EP:Q:8

                                           Date: 10/26/92



INTERNAL REVENUE SERVICE
Plan Description: Prototype Non-standardized Profit Sharing Plan
FFN: 50307440001-003    Case: 9200861    EIN: 42-0127290
BPO: 01    Plan: 003    Letter Serial No: D347613b


PRINCIPAL MUTUAL LIFE INSURANCE CO
711 HIGH STREET
DES MOINES, IA 50309


Dear Applicant:

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

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

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

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

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

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

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



                               Sincerely yours,

                               /s/
                               -------------------------------------------
                               Chief, Employee Plans Qualifications Branch



<PAGE>   46


THE PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR SAVINGS PLANS

ADOPTION AGREEMENT -- PLUS

Use BLACK ink to complete the Adoption Agreement.

<TABLE>

<S>                                               <C>

A. Select (1) or (2)                              A. This ADOPTION AGREEMENT is

1) If selected, check (a) or (b).                    1) [x] the Employer's first adoption of The Principal Financial Group
   if this plan is a restatement,                       Prototype for Savings Plans. Together with THE PRINCIPAL
   check (b).                                           FINANCIAL GROUP PROTOTYPE BASIC SAVINGS PLAN, it
                                                        constitutes

                                                        a) [x] a new plan.

b) If selected, fill in the                             b) [ ] a restatement of an existing plan (and trust). That plan
   restatement date.                                       was qualifiable under 401(a) of the Internal Revenue Code.
                                                           The provisions of this restatement are effective on

                                                           _______________________________________  ___________________
                                                           This is the RESTATEMENT DATE.


2) If selected, fill in the                          2) [ ] Amendment No. _________________ to the Plan. It replaces all
   amendment number and                                 prior amendments to the Plan and the first Adoption Agreement.
   date.                                                        The provisions of this amendment are effective on ______________
                                                        ___________________.


B. Fill in exact, legal name.                     B. The terms we, us and our, as they are used in this Plan, refer to the
                                                     EMPLOYER.

                                                     We, WebSideStory, Inc. (a California Corporation)
                                                         __________________________________________________________________

                                                     ______________________________________________________________________

                                                     ______________________________________________________________________
                                                     are the Employer.


C. For example: ABC, Inc.                         C. The PLANS'S NAME is WebSideStory, Inc. (a California Corporation)
   Savings Plan.                                                         _________________________________________________
                                                     401(k) Plan
                                                     _____________________________________________________________________

                                                     _____________________________________________________________________




D. Fill in the date your Prior                    D. Our retirement plan became effective on September 16, 1998.
   Plan started if this Plan is a                                                            __________________
   restatement. If this Plan is
   new, use the first day of the                     This is the EFFECTIVE DATE.
   first Plan Year.

</TABLE>


                                       1

<PAGE>   47


<TABLE>

<S>                                  <C>

E. Fill in Effective Date and        E. The YEARLY DATE is the first day of each Plan Year. The Yearly Date
   check (1), (2) or (3).               is  September 16                                                 , 1998          and
                                            -------------------------------------------------------------  --------------
                                        1) [ ] the same day of each following year.

2) The First Plan Year is short.        2) [x] each following  January 1                                      (month and day).
                                                               -----------------------------------------------
3) A later Plan Year is short.          3) [ ] (a) each following                                             (month and day)
                                                                  --------------------------------------------
b) First day of short year (use            through (b)
   same month and day as in (a))                      -----------------------------------------------------------------------
c) First day of new Plan Year.              and (c) each following                                  (month and day).
                                                                   ---------------------------------
                                        If the first date in item E is after the Effective Date, Yearly Dates,
                                        before the first date in Item E above, shall be determined under the provisions
                                        of the Prior Plan (Plan) before that date.

                                     F. The FISCAL YEAR is our taxable year and ends on
                                          December 31                                       (month and day).
                                          --------------------------------------------------
                                     G. We are the NAMED FIDUCIARY, unless otherwise specified in (1) below.
1) Principal Life Insurance             1) [ ] _______________________________________________________________________________
   Company may not be named.                   is the Named Fiduciary.


                                     H. We are the PLAN ADMINISTRATOR, unless otherwise specified in (1) below.
1) Principal Life Insurance             1) [ ] _______________________________________________________________________________
   Company may not be named.                   is the Plan Administrator. The address, phone number and tax filing number
                                               of the Plan Administrator are the same as the Employer's unless otherwise
                                               specified below.

                                               Address:_______________________________________________________________________

                                               _______________________________________________________________________________

                                               _______________________________________________________________________________

                                               Phone No.:_____________________________________________________________________

                                               Tax Filing No.:________________________________________________________________



</TABLE>


                                       2
<PAGE>   48

<TABLE>

<S>                                               <C>

I.  Select any items below                        I. A PREDECESSOR employer is a firm of which we were once a part or a firm
    which apply.                                     absorbed by us because of a change of name, merger, acquisition or a
                                                     change of corporate status.
1)  If this Plan is a continuation                   1) [ ] A Predecessor is deemed to be the Employer for purposes of
    of a plan of a Predecessor                              determining:
    employer, service with that
    Predecessor must be                                 a)  [ ] Entry Service.
    treated as service with you.
                                                        b)  [ ] Vesting Service.

                                                        c)  [ ] Hours of Service required to be eligible for an Employer
                                                                Contribution.

                                                        d)  [ ] Pay.

                                                     2) [ ] Service with or pay from a Predecessor shall be counted only if
                                                            service continued with us without interruption. This item shall not
                                                            apply if this Plan is a continuation of a plan of that Predecessor.

                                                     3) [ ] Service with or pay from a Predecessor shall include service or
                                                            pay while a proprietor or partner (If this item is not checked, such
                                                            service or pay shall not be counted.)

                                                     4) [ ] Service with or pay from a Predecessor shall be counted only
                                                            as to a Predecessor which

                                                        a)  [ ] maintained a qualified pension or profit sharing plan (or)

b) Exact, legal name(s).                                b)  [ ] is named below:

                                                            ____________________________________________________________________

                                                            ____________________________________________________________________

                                                            ____________________________________________________________________

</TABLE>


                                       3

<PAGE>   49

<TABLE>

<S>                                                 <C>
J. Select (1) or (2). Use Item Z to identify        J. An ELIGIBLE EMPLOYEE is
   the Controlled Group and Affiliated
   Service Group members whose Employees                1) [x] an Employee of ours or of an Adopting
   may participate in the Plan.                                Employer listed in Item Z.




2) If selected, check the requirements                  2) [ ] an Employee of ours or of an
   in (a), (c), or (d) and (e) below                       Adopting Employer listed in Item Z
   which apply.                                            provided the Employee meets the
                                                           requirement(s) selected below.


a) Select any employment classifications                     a) [ ] Employed in the following employment
   below which apply.                                           classification:
                                                                  i) [ ] Paid on a salaried basis.

                                                                 ii) [ ] Paid on a commission basis.

                                                                iii) [ ] Paid on an hourly rate basis.

                                                                 iv) [ ] Represented for collective
                                                                     bargaining purposes by

                                                                     A. [ ] any bargaining unit.

B. Bargaining unit's name.                                           B. [ ] _____________________

                                                                        _________________________

                                                                        _________________________


                                                                  v) [ ] Not represented for collective
                                                                     bargaining purposes by

                                                                     A. [ ] any bargaining unit for which
                                                                        retirement benefits have been the
                                                                        subject of good faith bargaining between
                                                                        Employee representatives and us.

B. Bargaining unit's name.                                           B. [ ] ________________________

                                                                        ____________________________

                                                                        ____________________________

                                                             b) If more than one employment classification
                                                                is selected, the Employee must meet

b) If more than one employment                                   i) [ ] each of the employment classifications
   classification is selected in                                    selected above.
   (a), check (i) or (ii).
                                                                ii) [ ] any one of the employment classifications
                                                                    selected above.
</TABLE>

                                       4
<PAGE>   50

<TABLE>
<S>                                            <C>

c)  If selected, check (i), (ii) or                         c)  [ ] Not covered under any other qualified
    both.
                                                                i)   [ ] profit sharing plan (or)

                                                                ii)  [ ] pension plan

                                                                to which we contribute.

                                                            d)  [ ] Employed at the following location or divisions or in the
                                                                following positions:

                                                                _____________________________________________________________

                                                                _____________________________________________________________

                                                                _____________________________________________________________

                                                            e)  [ ] Not employed at the following location or divisions or in
                                                                the following positions:

                                                                _____________________________________________________________

                                                                _____________________________________________________________

                                                                _____________________________________________________________

                                               K.  ENTRY REQUIREMENTS

1)  Select (a) or (b).                             1)  SERVICE REQUIRED to become an Active Member:

                                                       a) [ ]  Service is not required.

b)  If selected, check (i) or (ii).                    b) [x]  The minimum Entry Service required is
    Up to 1 year may be used
    (6 months if Entry Date is                             i)  [ ] 1 (one) whole year.
    Yearly Date).
                                                          ii)  [x] 3 ______ /12 of a year.
ii) If selected, fill in numerator
    of fraction (e.g. 6/12 for                            Note: If a fractional part of a year is required, the Hours Method
    half a year).                                         may not be used to determine Entry Service.

2)  Select (a) or (b). (Use only                   2)  ENTRY SERVICE, subject to the provisions of Plan Section 1.02,
    if service is required for                         shall be determined as follows:
    entry.)
                                                       a) [x] ELAPSED TIME METHOD, Entry Service is the total of an
                                                          Employee's countable Periods of Service without regard to
                                                          Hours of Service.
</TABLE>

                                       5
<PAGE>   51
<TABLE>
<S>                                                   <C>
b)  Only available if one                                b)   [ ] HOURS METHOD. A year of Entry Service is an Entry
    year is used in K(1) above.                               Service Period which has ended and in which an Employee has
                                                              1,000 Hours of Service, unless a lesser number is specified in
                                                              (i) below.

i)  Optional reduced Hours of                                   i) [ ] ______ Hours of Service.
    Service requirement.

ii) Optional crediting of Entry                                ii) [ ] A year of Entry Service shall be credited before the
    Service before Entry                                           end of the Entry Service Period if the Employee has the
    Service Period ends.                                           number of Hours of Service specified above.

                                                              iii) An ENTRY SERVICE PERIOD is the 12-consecutive
                                                                   month period beginning on an Employee's Hire Date
                                                                   and each following 12-consecutive month period ending
                                                                   on the last day of the Plan Year, including the 12-
                                                                   consecutive month period ending on the last day of the
                                                                   first Plan Year after his Hire Date, unless otherwise
                                                                   specified in A, below. (See Plan Section 1.02 for the
                                                                   crediting of Entry Service during the first two periods.)

A.   Optional Entry Service                                     A. [ ] An Entry Service Period is the 12-
     Period, continues on                                          consecutive month period beginning on
     employment anniversaries.                                     an Employee's Hire Date and each following 12-
                                                                   consecutive month period beginning on an
                                                                   anniversary of that Hire Date.

                                                               iv) An ENTRY BREAK in service, when the Hours Method
                                                                   is used, is an Entry Service Period in which an
                                                                   Employee is credited with not more than one-half of the
                                                                   Hours of Service required for a year of Entry Service,
                                                                   unless otherwise specified in A. below.

A.   Optional Hours of Service                                     A. [ ] ______ or fewer Hours of Service.
     requirement. Fill in up to
     500 hours but less than
     hours required for year of
     Entry Service.

3)   Select (a) or (b).                               3) AGE REQUIRED to become an Active Member:

                                                         a) [ ] A minimum age is not required.

b)   Not over age 21 (20 1/2 if                          b) [x] The Employee must be 21 _____ or older.
     Entry Date is Yearly Date).

4)   This waiver applies only on                      4) [ ] The requirement(s) for entry checked below shall be waived
     the date you fill in.                               on _______________________________, ___________________. This date
                                                         shall be an Entry Date if the Eligible Employee has met all the other
                                                         entry requirements.

                                                         a) [ ] Service requirement.

                                                         b) [ ] Age requirement.
</TABLE>

                                       6
<PAGE>   52

<TABLE>
<S>                                               <C>

L. Select one of the following dates.              L.   ENTRY DATE. An Eligible Employee may enter the Plan as an Active Member on
                                                        the earliest

                                                        1) [ ] Monthly Date,
                                                        2) [ ] Semi-yearly Date,
                                                        3) [X] Quarterly Date,
                                                        4) [ ] Yearly Date,
                                                        5) [ ] date.


4) If selected, age and                                on or after the date this Plan became effective, on which he meets all the
   service required in Item K                          entry requirements. This date is his ENTRY DATE.
   can't be over age 20 1/2 or
   more than 6 months,
   respectively.
                                                   M.  PAY

                                                        1)  COMPENSATION for purposes of Plan Section 3.06 is as defined therein,
                                                            under information required to be reported under Code Sections 6041 and
                                                            6051 (Wages,Tips and Other Compensation Box of Form W-2), which is
                                                            actually paid or made available by us for the Limitation Year, unless
                                                            otherwise specified in (a) or (b) below.

a) Optional 415(c)(3)                                       a)   [ ] 415 safe-harbor compensation as defined in Plan Section 3.06
   definition of Pay.

b) Optional W-2 definition of Pay.                          b)   [ ] Code Section 3401(a) wages (wages for purposes of income tax
                                                                 withholding) as defined in Plan Section 30.6


2) Optional provision to                                2)  [ ] The definition of Compensation above shall apply on and after the
   continue old definition until                            1993 Limitation Year. The definition of Compensation on any date before
   1993 Limitation Year.                                    the 1993 Limitation Year shall be determined in accordance with the
                                                            provisions of the Prior Plan.


                                                        3)  PAY for purposes of Plan Section 1.02 is the same as compensation for
                                                            purposes of Plan Section 3.06 as specified in (1) above.


4) Optional provision to                                4)  [ ] The definition of Pay in this Item M shall apply on and after the
   continue old definition                                  first Yearly Date in 1993. The definition of Pay on any date before the
   1993 Plan Year.                                          first Yearly Date in 1993 shall be determined in accordance with the
                                                            provisions of the Prior Plan.
</TABLE>




                                       7

<PAGE>   53

<TABLE>
<S>                                            <C>

                                                Pay shall include elective contributions. Elective contributions are amounts
                                                excludable from the gross income of the Employee under Code Sections 125,
                                                402(a)(8), 402(h) or 403(b), and contributed by us, at the Employee's election,
                                                to a code Section 401(k) arrangement, a simplified employee pension, cafeteria
                                                plan or tax-sheltered annuity. Elective contributions also include Pay deferred
                                                under a Code Section 457 plan maintained by us and Employee contributions
                                                "picked up" by a governmental entity and, pursuant to Code Section 414(h)(2),
                                                treated as our contributions.


5) Safe harbor fringe benefit                   5)  For purposes of Elective Deferral Contributions only Pay shall not include
   exclusion.                                       reimbursements or other expense allowances, fringe benefits (cash or non-cash),
                                                    moving expenses, deferred compensation, and welfare benefits, unless otherwise
                                                    specified in (a) below.

a) Optional provision to                            a)   [ ] Pay for all purposes under the Plan shall not include reimbursements or
   exclude fringe benefits for                           other expense allowances, fringe benefits (cash or non-cash), moving
   all purposes.                                         expenses, deferred compensation, and welfare benefits.

                                                6)  ANNUAL PAY is, on any given date, an Employee's Pay for the latest Pay Year
                                                    ending on or before that date.

                                                7)  The PAY YEAR is the one-year period ending on the last day of each Plan
                                                    Year, unless a different Pay Year is specified in (a) below.

a) Optional Pay Year.                               a)   [ ] The one-year period ending on each __________________________
                                                         (month and day).


Selected any modifications below                Pay is modified as follows:
which apply.
                                                8)   [ ] An Employee's Annual Pay over $ __________ shall be excluded.

                                                9)   [ ] If a Member's Entry Date occurs after ___________________, Pay before
                                                     such Entry Date shall be excluded.

</TABLE>


                                       8
<PAGE>   54

<TABLE>

<S>                                               <C>

                                                  Item (10) shall apply to the Pay used for purposes of determining the
                                                  allocation or amount of specified Contributions. Item (10) shall not apply to
                                                  the Pay used for purposes of determining the allocation of Contributions if an
                                                  integration Level is used to determine the allocation of Contributions.

10) Optional exclusions.                          10) [ ] Pay for purposes of determining the allocation or amount of

                                                      a)  [ ] All Employer Contributions

                                                      b)  [ ] Effective Deferral Contributions

                                                      c)  [ ] Additional  Contributions

                                                      d)  [ ] Discretionary Contributions


                                                     excludes

                                                      e)  [ ] bonuses

                                                      f)  [ ] commissions

                                                      g)  [ ] overtime pay

h) Specify type of special pay excluded               h)  [ ] other special pay______________________________________________

                                                           __________________________________________________________________

                                                  Item (11) shall only apply to the Pay used for purposes of determining
                                                  excess amounts under Plan Section 3.07.

                                                  11) [x] Pay shall include only amounts received while an Active Member
                                                          of the Plan for the period described in Plan Section 3.07.

                                              N.  ELECTIVE DEFERRAL CONTRIBUTIONS for a Member are equal to a portion of Pay
                                                  as specified in the written elective deferral agreement. An Employee who
                                                  is eligible to participate in the Plan may file an elective deferral agreement
                                                  with us. The elective deferral agreement to start Elective Deferral Contributions
                                                  may be effective on a Member's Entry Date (Reentry Date, if applicable) or any
                                                  following Semi-yearly Date, unless otherwise specified in (1) below.

1) Optional effective dates for                   1) [x] Following a Member's Entry Date (Reentry Date, if applicable), a
   elective deferral agreements.                         Member's elective deferral agreement may become effective on any
   If selected, check (a), (b), (c) or (d).
                                                     a)  [ ] Monthly Date.

                                                     b)  [x] Quarterly Date.

                                                     c)  [ ] Yearly Date.

                                                     d)  [ ] date.


</TABLE>


                                       9
<PAGE>   55

<TABLE>
<S>                                     <C>

                                           The Member shall make any change or terminate the elective deferral
                                           agreement by filing a new elective deferral agreement. A Member's elective
                                           deferral agreement making a change may be effective on any date an
                                           elective deferral agreement to start Elective Deferral Contributions could be
                                           effective. A Member's elective deferral agreement to stop Elective Deferral
                                           Contributions may be effective on any date. The elective deferral agreement
                                           must be in writing and effective before the beginning of the pay period in
                                           which Elective Deferral Contributions are to start, change or stop. A Member
                                           may not defer more than 20% of Pay for the Plan Year. Elective Deferral
                                           Contributions shall be limited as needed to meet nondiscrimination tests.

2)  Optional minimum.                      2) [ ] _______ % of Pay is the minimum Elective Deferral Contribution.

                                           3) [ ] Elective Deferral Contributions must be a whole percentage of Pay.

4)  Optional maximum.                      4) [x] 20% of Pay is the maximum Elective Deferral Contribution.
    (Consider using 20%                           __
    reduced by the amount of
    other Contributions made
    for the Member).

                                       O.  [ ] We shall make MATCHING CONTRIBUTIONS.

1)  If item O is selected                  1)  The percentage of Elective Deferral Contributions matched is
    check (a) or (b).

a)  Not more than 100%.                        a)  [ ] _______ %.

                                               b)  [ ] determined by us, but won't be more than 100%.

i)  Optional minimum                                i)    [ ] ________ % is the minimum percentage.
    percentage.

ii) Optional maximum                                ii)   [ ] ________ % is the maximum percentage.
    percentage. Less than
    100%.

2)  Optional limit on Elective             2)  [ ] Elective Deferral Contributions which are over the percentage of
    Deferral Contributions                     Pay below won't be matched.
    matched. If selected,
    check (a) or (b). Limit can                a)  [ ]  ________ %.
    help meet
    nondiscrimination tests.                   b)  [ ]  A percentage determined by us.

i)  Optional minimum                                i)   [ ] _______ % is the minimum percentage.
    percentage.

ii) Optional maximum                                ii)  [ ] _______ % is the maximum percentage.
    percentage.

</TABLE>

                                       10
<PAGE>   56

<TABLE>
<S>                                              <C>

3)  If Item Q is selected,                         3)  Matching Contributions are made
    check (a) or (b).
                                                      a)  [ ] as Elective Deferral Contributions are made.

                                                      b)  [ ] at the end of the Plan Year for Members meeting the
                                                          requirements in Item Q.

4)  If (3)(a) is selected, this                   4)  [ ] At the end of the Plan Year we may make more Matching
    option may be used to                             Contributions for Members who made Elective Deferral
    adjust the Matching                               Contributions. Our total Matching Contributions for the Plan Year
    Contributions at the end of                       shall be made as specified below.
    the Plan Year.

a)  Optional. Match at the end of                     a) [ ] The Matching Contributions made at the end of the Plan
    year only for those                                  Year shall only be made for those meeting the requirements in
    meeting requirements in                              Item Q.
    Item Q.

b)  If (4) is selected, check (i)                     b) The percentage of Elective Deferral Contributions matched is
    or (ii).

i)  Not more than 100%.                                  i)  [ ] ________ %.

                                                         ii) [ ] determined by us, but won't be more than 100%.

A.  Optional minimum percentage.                             A.  [ ] ________ % is the minimum percentage.

B.  Optional maximum                                         B.  [ ] ________ % is the maximum percentage.
    percentage. Less than
    100%.

c)  Optional limit on Elective                        c) [ ] Elective Deferral Contributions which are over the
    Deferral Contributions                               percentage of Pay below won't be matched.
    matched if (4) is selected.
    If selected, check (i) or (ii).                      i)  [ ] ________ %.
    Limit will help meet
    nondiscrimination tests.
                                                         ii) [ ] A percentage determined by us.

A.  Optional minimum                                         A.  [ ] ________ % is the minimum percentage.
    percentage.

B.  Optional maximum                                         B.  [ ] ________ % is the maximum percentage.
    percentage.

</TABLE>


                                       11
<PAGE>   57


<TABLE>

<S>                                               <C>


5) If selected, Matching Contributions                  5) [ ] Matching Contributions are Qualified Matching Contributions.
   may be tested for nondiscrimination                     Qualified Matching Contributions are 100% vested and subject to the
   with the Elective Deferral                              withdrawal restrictions of Code Section 401(k).
   Contributions.

a) Optional if (5) is selected.                            a) [ ] Qualified Matching Contributions shall be made only for
   Nonhighly Compensated  Employees only.                         Nonhighly Compensated Employees.


6) Optional maximum on                                  6) [ ] Our Matching Contributions for a Member during any Plan Year
   Matching Contributions.                                     shall not be more than $_____________.

                                                        7) Forfeitures of Matching Contributions which relate to excess amounts
                                                           as provided in Plan Section 3.07 shall be used to offset our first
                                                           Contribution after the Forfeiture occurs, unless otherwise
                                                           specified in (a) below.

a) Optional treatment of forfeitures                       a) [ ] Forfeitures of Matching Contributions which relate to excess
   which relate to excess amounts.                                amounts as provided in Plan Section 3.07 shall be allocated
                                                                  to those meeting the requirements in Item Q who do not have an
                                                                  excess amount using the allocation formula in P(3)(a) and shall
                                                                  be deemed to be Matching Contributions.

                                                   P.   OTHER EMPLOYER CONTRIBUTIONS AND FORFEITURES

1) These contributions are used in the                  1) [ ] QUALIFIED NONELECTIVE CONTRIBUTIONS. Qualified Nonelective
   nondiscrimination tests. If selected,                       Contributions are 100% vested and subject to the withdrawal
   check (a) or (b).                                           restrictions of Code Section 401(k).

a) Qualified Nonelective Contributions                     a) [ ] We shall make Qualified Nonelective Contributions equal to
   are a set amount. If selected, check                           the following:
   the contribution formula, (i) or (ii).

i) If selected, check A or B.                                 i) [ ] PAY FORMULA. An amount equal to

                                                                  A. [ ] _________ % of Pay for the pay period of each Member
                                                                         who is an Active Member on the last day of that period.

                                                                  B. [ ] _________ % of Annual at the end of the Plan Year for
                                                                         Members who meet the requirements in Item Q.


</TABLE>


                                       12

<PAGE>   58
<TABLE>

<S>                                               <C>

ii)  If selected, check A. or B.                           ii)  [ ] SERVICE FORMULA. An amount equal to

                                                                A.  [ ] $________ for the pay period for each
                                                                    Member who is an Active Member on the last day
                                                                    of that period.

                                                                B.  [ ] $________ at the end of the Plan Year for
                                                                    Members who meet the requirements in Item Q.

b)   Qualified Nonelective                             b)  [ ] Qualified Nonelective Contributions may be made for each
     Contributions are                                     Plan Year in an amount determined by us. Our Qualified
     determined by you each                                Nonelective Contributions shall be allocated to those meeting
     year.                                                 the requirements in Item Q using the allocation formula in
                                                           P(3)(a).

c)   Optional. Nonhighly                               c)  [ ] Qualified Nonelective Contributions shall be made only for
     Compensated Employees                                 or allocated only to Nonhighly Compensated Employees.
     only.

2)   These Contributions are a                    2)   [ ] We shall make ADDITIONAL CONTRIBUTIONS equal to the
     set amount. If selected,                          following:
     check the contribution
     formula, (a) or (b).

a)   If selected, check (i) or (ii).                   a) [ ] PAY FORMULA. An amount equal to

                                                           i) [ ] _______% of Pay for the pay period for each
                                                              Member who is an Active Member on the last day of
                                                              that period.

                                                          ii) [ ] _______% of Annual Pay at the end of the Plan
                                                              Year for Members who meet the requirements in Item Q.

b)   If selected, check (i), (ii),                     b) [ ] SERVICE FORMULA. An amount equal to
     (iii) or (iv).
                                                           i) [ ] $_______ for the pay period for each Member
                                                              who is an Active Member on the last day of that period.

                                                          ii) [ ] $_______ at the end of the Plan Year for
                                                              Members who meet the requirements in Item Q.

iii) No contribution for paid                            iii) [ ] $_______ for each Hour of Service he has
     nonworking hours such as                                 performed during the pay period for each Member who
     vacation.                                                is an Active Member during the pay period.

iv)  Contribution is made for                             iv) [ ] $_______ for each Hour of Service credited
     paid nonworking hours                                    during the pay period for each Member who is an Active
     such as vacation.                                        Member during the pay period.


</TABLE>

                                       13
<PAGE>   59
<TABLE>

<S>                                                    <C>
3)  These contributions are                             3)  [x] DISCRETIONARY CONTRIBUTIONS may be made for each
    determined by you each                                  Plan Year in an amount determined by us. The amount of our
    year. If selected, check the                            Discretionary Contributions and Forfeitures, if applicable, allocated
    allocation formula, (a) or                              to a person meeting the requirements in Item O shall be equal to the
    (b).                                                    following:

                                                            a)  [ ] PAY FORMULA. An amount equal to our Discretionary
                                                                Contributions and Forfeitures, if applicable, multiplied by the
                                                                ratio of such person's Annual Pay for the total Annual Pay of all
                                                                such persons.

                                                            b)  [x] INTEGRATED FORMULA. An amount equal to a
                                                                percentage of the person's Annual Pay up to the Integration
                                                                Level plus a percentage (equal to 2 times the first percentage)
                                                                of his Annual Pay over the Integration Level. The first
                                                                percentage shall be the Maximum Integration Rate, unless
                                                                otherwise specified in (i) below.

i)  Optional percentage. If                                     i)    [ ] ________ % (If this percentage exceeds the
    selected, fill in a                                               Maximum Integration Rate, the Maximum Integration
    percentage up to the                                              Rate shall apply.)
    Maximum Integration Rate.
                                                                If our Discretionary Contributions and Forfeitures, if applicable,
                                                                are not great enough to provide this allocation, the percentage
                                                                above shall be proportionally reduced.

                                                                If our Discretionary Contributions and Forfeitures, if applicable,
                                                                are more than enough to provide the allocation above, any
                                                                amount remaining shall be allocated in the same manner as
                                                                provided in the Pay Formula, Item P(3)(a).

                                                                ii)   The MAXIMUM INTEGRATION RATE shall be
                                                                      determined according to the following schedule:

                                                                                                        INTEGRATION
                                                                      INTEGRATION LEVEL                    RATE

                                                                      100% OF TWB                              5.7%
                                                                      Less than 100%, but more than
                                                                        80% of TWB                             5.4%
                                                                      More than the greater of $10,000
                                                                        or 20% of TWB, but not more than
                                                                        80% of TWB                             4.3%
                                                                      Not more than the greater of
                                                                        $10,000 or 20% of TWB                  5.7%
</TABLE>


                                       14
<PAGE>   60

<TABLE>

<S>                                                   <C>
                                                        "TWB" means the taxable wage base as in effect on the
                                                        latest Yearly Date. "Taxable wage base" means the
                                                        maximum amount of earnings which may be considered for
                                                        wages for a year under Code Section 3121(a)(1).

                                                        On any date the portion of the rate of tax under Code Section
                                                        3111(a) (in effect on the latest Yearly Date) which is
                                                        attributable to old age insurance exceeds 5.7%, such rate
                                                        shall be substituted for 5.7% and 5.4% and 4.3% shall be increased
                                                        proportionally.

                                                   iii) THE INTEGRATION LEVEL is the taxable wage base (as defined in (ii) above)
                                                        as in effect on the latest Yearly Date, unless otherwise specified in A.
                                                        or B. below.

A. Optional Dollar amount.                              A. [ ] $ ____________
   Must be less than such
   taxable wage base.

B. Optional percentage of                               B. [ ]  ____________% of such taxable wage base.
   such taxable wage base.
   Must be less than 100%.

4) Not applicable if Vesting             4) If P(3) is selected, FORFEITURES shall be reallocated to remaining Members and if P(3)
   Percentage is 100%.                      is not selected, Forfeitures shall be used to offset our first Contribution made after
                                            the Forfeiture is determined, unless otherwise specified in (a) or (b) below. If P(3) is
                                            selected, Forfeitures shall be allocated with our Discretionary Contributions and deemed
                                            to be Discretionary Contributions. (See Plan Section 3.05.)

a) Optional treatment of                    a) [ ] Forfeitures shall not be allocated with our Discretionary Contributions, but
   Forfeitures if P(3) is                      shall be used to offset our first Contribution made after the Forfeiture is
   selected.                                   determined.

b) Optional treatment of                    b) [ ] Forfeitures shall not be used to offset our first Contribution, but shall be
   Forfeitures if P(3) is not                  allocated to those meeting the requirements in Item Q using the allocation
   selected, but P(2) is selected.             formula in P(3)(a) and shall be deemed to be Additional Contributions.


                                      Q. NET PROFITS AND CONTRIBUTION REQUIREMENTS

                                         1) Our Contributions shall be made out of our current or accumulated NET PROFITS unless
                                            otherwise specified below.

                                            a) [x] Our Contributions may be made without regard to our current or accumulated Net
                                               Profits.

</TABLE>


                                       15

<PAGE>   61
<TABLE>
<S>                                            <C>

2) If annual contributions are                  2)  REQUIREMENTS FOR CONTRIBUTIONS. The allocation of our Contributions is
   subject to these requirements                    subject to the provisions of Article III and Article X of the Plan. Our
   of if Forfeitures are reallocated                Contributions which are subject to the requirements of this Item Q and
   (see items O(7) and P(4)),                       Forfeitures shall be allocated as of the last day of the Plan Year to each
   select (a), (b), (c) or (d)
   below. If advanced funding is                    a)   [ ] person who was an Active Member at any time during the Plan Year.
   used, (a) must be checked.
                                                    b)   [ ] Active Member on that date.

                                                    c)   [ ] person who was an Active Member at any time during the Plan Year and
                                                         who has at least 1,000 Hours of Service during the latest Accrual Service
                                                         Period ending on or before that date, unless a lesser number is specified
                                                         in (i) below.

i) Optional reduced Hours of                             i)  [ ] ________________________ Hours of Service.
   Service requirements.
                                                    d)   [X] Active Member on that date who has at least 1,000 Hours of Service
                                                         during the latest Accrual Service Period ending on or before that date,
                                                         unless a lesser number is specified in (i) below.

i) Optional reduced Hours of                             i)  [ ] ________________________ Hours of Service.
   Service requirements.
                                                    The allocation requirements in (b), (c) or (d) are modified as follows:

e) Optional allocation                              e)   [ ] Our contributions shall also be allocated to each person who was
   requirement, Do not use                               an Active Member at any time during the Plan Year and who has retired,
   with (a) above.                                       become Totally Disabled, or died.

                                                3)  THE ACCRUAL SERVICE PERIOD is the 12-consecutive month period ending on the
                                                    last day of each Plan Year, unless a different period is specified in (a) below.

a) Optional Accrual Service                         a)   [ ] The 12-consecutive month period ending on each
   Period if you use hours in                            ______________________________ (month and day).
   (2) above.

</TABLE>


                                       16
<PAGE>   62

<TABLE>

<S>                                               <C>

                                                  R.   CONTRIBUTION MODIFICATIONS
                                                       Contribution Limitations: The Annual Additions for a Member during a
                                                       Limitation year shall not be more than the Maximum Permissible Amount.
                                                       (See Plan Sections 3.06 and 10.05.)

                                                       1)   For Limitations Years beginning after December 31, 1991,
                                                            for purposes of applying the limitations of Plan Section 3.06,
                                                            Compensation for a Limitation Year is the Compensation actually
                                                            paid or made available during such Limitation Year.

2)   Fill in last day of the                           2)   The LIMITATION YEAR is the 12-consecutive month period ending
     Limitation Year. Normally,                             on each December 31 (month and day).
     the last day of the Plan                                       ___________
     Year is used. You must
     match the Limitation Years
     of all your other plans.
     If you or an Employer, as defined                 3)   If the Member is covered under another qualified defined
     in Plan Section 3.06, maintain or                      contribution plan maintained by the Employer, as defined in Plan
     ever maintained another qualified                      Section 3.06, other than a Master or Prototype Plan:
     plan in which any Member in this
     Plan is (or was) a member or                           a)   [ ] The provisions of (f) through (k) of Plan Section 3.06 will
     could become a member, you                                  apply as if the other plan were a Master or Prototype Plan.
     must complete (3) and (4) of this
     Item R.                                                b)   [ ] The method described on the attached page shall be used
                                                                 to limit total Annual Additions to the Maximum Permissible
                                                                 Amount, and will properly reduce the Excess Amounts, in a
                                                                 manner which precludes Employer discretion.

                                                       4)   If the Member is or has ever been a member in a defined benefit plan
                                                            maintained by the Employer, as defined in Plan Section 3.06, the
                                                            method described on the attached page shall be used to satisfy
                                                            the 1.0 limitation of Code Section 415, in a manner which precludes
                                                            Employer discretion.

5)   Optional maximum                                  5)   [ ] The amount of our Contributions for any
     allocation.                                            a)   [ ] Plan Year
                                                            b)   [ ] Limitation Year

                                                            allocated to a person meeting the requirements in item Q shall not
                                                            be more than (the lesser of)

                                                            c)   [ ] $_________ (or)

d) Less than 25%.                                           d)   [ ]  _________ % of his Annual Pay (Compensation for the
                                                                 Limitation Year (if (b) above is selected).

</TABLE>

                                       17
<PAGE>   63
<TABLE>
<S>                                              <C>
In Years when this Plan is a Top-                     Top-heavy Plan Requirements: The amount and allocation of Contributions
heavy Plan, special minimum                           shall be subject to the provisions of Article X of the Plan in Years when
and maximum Contribution                              this is a Top-heavy Plan.
provisions apply. Use Items (6)
through (9), as needed, to meet                       6)  [ ] Key Employees who are Employees on the last day of the Year
the requirements for your plans                           shall also receive the minimum allocation required in Years when
which are top-heavy or to extend                          this is a Top-heavy Plan.
the minimums to other
employees or Years. The items                         7)  [ ] A ________ % (not less than 3%) minimum allocation shall
you select here override any                              apply in Years when this is a Top-heavy Plan.
provisions of Article X to the
contrary.                                             8)  [ ] The minimum allocation in (6) and (7) above and in Article X
                                                          shall apply in all Years without regard to whether or not this is a Top-
                                                          heavy Plan or to the requirements in Item Q.

                                                      9)  [ ] The method described on the attached page shall be used to
                                                          meet the minimum allocation and benefit requirements in Years
                                                          when this is a Top-heavy Plan, in a manner which precludes
                                                          Employer discretion.

                                                      Present Value: For purposes of establishing Present Value to compute the
                                                      Top-heavy Ratio, any benefit shall be discounted only for 7 1/2% interest and
                                                      mortality according to the 1971 Group Annuity Table (Male) without the 7%
                                                      margin but with projection by Scale E from 1971 to the later of (a) 1974, or
                                                      (b) the year determined by adding the age to 1920, and wherein for females
                                                      the male age six years younger is used, unless otherwise specified in (10)
                                                      and (11) below:

                                                      10)  [ ] Interest rate ________ %.

                                                      11)  [ ] Mortality table:_________________________________________

                                                               _________________________________________________________

                                                  S.  VOLUNTARY CONTRIBUTIONS are not permitted, unless otherwise
                                                      specified in (1) below.

1)  Select if Voluntary                               1)  [ ] Voluntary Contributions are permitted.
    Contributions are
    permitted.

T.  Select (1) or (2) and                         T.  INVESTMENT
    complete (3).

1)  If selected, fill in the                          1)  [x] The Plan is trusteed. Plan assets may be invested in an Annuity
    names of all trustees.                                Contract and other funding vehicle(s).
    (Consider naming two or
    more.) Complete (a) and                               We have named the following person(s) to act as TRUSTEE under
    (b).                                                  the Trust:

                                                          Agnes Barrelet
                                                          ____________________________________________________________

                                                          ____________________________________________________________

                                                          ____________________________________________________________

</TABLE>
                                       18
<PAGE>   64
<TABLE>
<S>                                               <C>

a)    If the plan is trusteed                      a)   LIFE INSURANCE
      select (i) or (ii).
                                                        i)   [ ] With the Trustee's consent and subject to the limits and
                                                             provisions of Article IV of the Plan, an Active Member may elect
                                                             to have his Account applied to purchase life insurance coverage on
                                                             his life.

                                                        ii)  [X] Life insurance coverage is not provided under this Plan.

b)    If the plan is trusteed,                     b)   LOANS
      select (i) or (ii).

                                                        i)   [ ] The Trustee shall not make a loan to a Member.

                                                        ii)  [X] The Trustee may make a loan to a Member from the Trust Fund,
                                                             subject to the provisions of Plan Section 5.06.

iii)  Fill in the person or                             iii) Office Manager
      position authorized to                                 ____________________________________________________________________
      administer the Member                                  is the Loan Administrator.
      loan program. Principal
      Life Insurance Company
      may not be used.

iv)   Optional minimum loan                             iv) [X] The minimum amount of any loan is $1,000.00.
      amount. Fill in up to
      $1,000. If none is selected,
      there is no minimum.

v)    Optional maximum loan                             v)  [ ] The maximum amount of any loan is the lesser of 50% of the Member's
      amount. Fill in up to                                 Vested Account or $_______________ reduced by any outstanding loan
      $49,999. If none is                                   balance.
      selected, the maximum is
      the lesser of 50% of
      Vested Account or
      $50,000, reduced by any
      loan balance.


vi)   Optional number of                                vi)  The number of outstanding loans shall be limited to one, unless
      outstanding loans.                                     otherwise specified in A. or B. below.

                                                             A.  [ ] The number shall be limited to ____________________

                                                             B.  [ ] The number shall not be limited.
</TABLE>


                                       19

<PAGE>   65

<TABLE>

<S>                                                           <C>
vii) Optional number of loans                                vii) The number of loans approved in a 12-month period shall be
     approved in any 12-month                                     limited to one, unless otherwise specified in A. or B. below.
     period.

                                                                  A. [ ] The number shall be limited to ________________

                                                                  B. [ ] The number shall not be limited.

                                                        2)  [ ] The Plan is not trusteed. Plan assets shall be invested only in an
                                                            Annuity Contract.

                                                        3)  Subject to the provisions of Articles IV and VIIIA of the Plan and the
                                                            Annuity Contract, the investment of that part of a Member's Account
                                                            resulting from

a) Select (i), (ii) or (iii).                               a) our Contributions other than Elective Deferral Contributions shall
                                                               be directed by

                                                                 i) [ ] the Member with the Trustee's consent (our consent, if not
                                                                    trusteed).

                                                                ii) [X] the Member.

                                                               iii) [ ] the Trustee (us, if not trusteed).

b) Select (i), (ii) or (iii).                               b) Elective Deferral Contributions shall be directed by

                                                                 i) [ ] the Member with the Trustee's consent (our consent, if not
                                                                        trusteed).

                                                                ii) [X] the Member.

                                                               iii) [ ] the Trustee (us, if not trusteed).

c) Select (i), (ii) or (iii).                               c) Member Contributions and Rollover Contributions shall be directed by

                                                                 i) [ ] the Member with the Trustee's consent (our consent, if not
                                                                        trusteed).

                                                                ii) [X] the Member.

                                                               iii) [ ] the Trustee (us, if not trusteed).

</TABLE>


                                       20
<PAGE>   66


<TABLE>

<S>                                               <C>

                                                  U. VESTING PERCENTAGE is used to determine the nonforfeitable percentage
                                                     of a Member's Account resulting from our Contributions.

                                                     The Vesting Percentage for a Member who is an Employee on the date he
                                                     reaches Normal Retirement Age, meets the requirement(s) for Early
                                                     Retirement Date, becomes Totally Disabled or dies, whichever occurs first,
                                                     shall be 100% on such date.

1) Check any other Employer Contributions            1) Fully Vested Contributions. Elective Deferral Contributions are 100%
   which are also 100% vested.                          vested. Qualified Matching Contributions and Qualified Nonelective
                                                        Contributions are 100% vested. The following Employer Contributions
                                                        are also 100% vested at all times.

                                                        a) [ ] All other Employer Contributions.

                                                        b) [ ] Additional Contributions.

                                                        c) [ ] Matching Contributions.

                                                        d) [ ] Discretionary Contributions.


2) Select one of the schedules below                 2) A Member's Account resulting from our Contributions which are not
   if some Employer Contributions aren't                100% vested is subject to the Vesting Percentage determined below.
   100% vested when made.

                                                     Vesting
                                                     Service                    Vesting Percentage

e) If selected, fill in the percentages.                            (a)         (b)         (c)         (d)          (e)
   The schedule must provide full (100%)                            [ ]         [ ]         [ ]         [ ]          [x]
   vesting after 5 years of Vesting Service
   or must at all times be as great as the            Less
   Vesting Percentage which the schedule in           than 1         0           0           0           0         0.00
   (d) would provide.                                   1            0           0           0           0         25.00
                                                        2            0           20          0           0         50.00
                                                        3           100          40          0           20        75.00
                                                        4                        60          0           40        100.00
                                                        5                        80         100          60
                                                        6                        100                     80
                                                        7                                                100



                                                  A Member's Vesting Percentage determined above shall never be reduced in later
                                                  years. If this Plan is or ever has been a Top-heavy Plan, the minimum vesting
                                                  provisions of Article X shall apply.



</TABLE>


                                       21

<PAGE>   67
<TABLE>
<S>                                          <C>
V.  Select (1) or (2). (Don't                 V.  VESTING SERVICE, subject to the provisions of Plan Section 1.02, shall be
    use this item if all                          determined as follows:
    Employer Contributions
    are fully vested and Early                    1)  [x] ELAPSED TIME METHOD. Vesting Service is the total of an
    Retirement Date is not                            Employee's countable Periods of Service without regard to Hours of
    based on Vesting Service.)                        Service.

    Use (a), (b) or both only if the                  a)  [ ] The Elapsed Time Method is used to determine service on
    method of crediting service has                       and after ___________________________ , _________________ .
    changed. The Plan must use
    either the Elapsed Time Method                    b)  [ ] The Elapsed Time Method is used to determine service
    or the Hours Method after the                          before _____________________________ , _________________ .
    date the Plan became subject to
    ERISA.                                        2)  [ ] HOURS METHOD. A year of Vesting Service is a Vesting
                                                      Service Period in which an Employee has 1,000 Hours of Service,
                                                      unless a lesser number is specified in (a) below.

a)  Optional reduced Hours of                         a)  [ ] _______________ Hours of Service.
    Service.
                                                      b)  A VESTING SERVICE PERIOD is the 12-consecutive month
                                                          period ending on the last day of each Plan Year, unless
                                                          otherwise specified in (i) or (ii) below.

i)  Optional Vesting Service                              i)  [ ] The 12-consecutive month period ending on each
    Period.                                                   _______________________________________ (month
                                                              and day).

ii) Optional Vesting Service                              ii) [ ] The 12-consecutive month period ending on
    Period with changes.                                      A. each ____________________________ (month and
B.  Month and day used in A.                                  day) through
    and last year this period is                              B. ____________________________________________
    used.                                                     and
C.  Month and day on which                                    C. each following _____________________________
    new period ends.                                          (month and day).
</TABLE>

                                       22
<PAGE>   68

<TABLE>

<S>                                               <C>
                                                       c)   A VESTING BREAK in service, when the Hours Method is
                                                            used, is a Vesting Service Period in which an Employee is
                                                            credited with  not more than one-half of the Hours of Service
                                                            required for a year of Vesting Service, unless otherwise
                                                            specified in (i) below.

i)   Optional Hours of Service                                 i)   [ ] ________ or fewer Hours of Service.
     requirement. Fill in up to
     500 hours, but less than
     hours required for year of
     Vesting Service.

d) and e). See comment for                             d)   [ ] The Hours Method is used to determine service on and
V(1)(a) and (b).                                            after _____________________________, ___________________.

                                                       e)   [ ] The Hours Method is used to determine service before
                                                            _____________________________, ___________________.

Select any modifications below                    Vesting Service is modified as follows:
which apply. If the Hours Method
is used, any date you use should
be the first day of a service
period.                                           3)   [ ] Service before ____________________, ___________________

a)   Not available for service                         a)   [ ] is the total of an Employee's countable service with us,
     after the date the Plan                                expressed in whole years and fractional parts of a year
     became subject to ERISA.                               (counting a partial month as a complete month).

                                                       b)   [ ] shall be determined under the provisions of the Plan in
                                                            effect on the day before that date.

4)   If selected, fill in a date on               4)   [ ] Service before ____________________, ___________________
     or before the Effective                           shall not be counted.
     Date.

5)   Not over age 18.                             5)   [ ] Service before an Employee attains age _________ shall not
                                                       be counted. (If the Hours Method is used, service during the Vesting
                                                       Service Period in which he attains this age shall not be excluded
                                                       because of this item.)

</TABLE>

                                       23
<PAGE>   69


<TABLE>
<S>                                               <C>

                                                   W.   WITHDRAWAL BENEFITS

                                                        1)   A Member may withdraw, in a single sum, any part of his Vested Account
                                                             resulting from Voluntary Contributions. A Member may make only two such
                                                             withdrawals in any twelve-month period, unless otherwise specified in
                                                             (a) below.


a) Optional frequency for                                    a)  [ ] A Member may make
   withdrawal of Voluntary
   Contributions. If selected,                                   i)  [ ] such a withdrawal at any time.
   check (i) or (ii).
                                                                 ii) [ ] only ________________ such withdrawal(s) in any twelve-
                                                                     month period.

2) Optional 401(k) hardship                             2)   [X] Unless otherwise specified in (a) below, a Member may withdraw any
   withdrawal.                                               part of his Vested Account which does not result from Voluntary
                                                             Contributions, Qualified Matching Contributions or Qualified
                                                             Nonelective Contributions in the event of undue financial hardship.
                                                             Withdrawals from the Member's Account resulting from Elective Deferral
                                                             Contributions shall be limited to the amount of the Member's Elective
                                                             Deferral Contributions (and earnings thereon accrued as of December 31,
                                                             1988). The withdrawal is subject to the provisions of Plan Section
                                                             5.05.

a) Optional restriction on                                   a)  [ ] Such withdrawal shall be limited to the amount of the Member's
   hardship withdrawal.                                          Elective Deferral Contributions (and earnings thereon accrued as of
                                                                 December 31, 1988).

3) Optional withdrawal after                             3)  [X] A Member may withdraw any part of his Vested Account which does
   age 59 1/2.                                               not result from Voluntary Contributions at any time after he
                                                             attains age 59 1/2. A Member may make only two such withdrawals in
                                                             any twelve-month period, unless otherwise specified in (a) below.

a) Optional frequency for                                    a)  [X] A Member may make
   withdrawal after age
   59 1/2. If selected, check (i)                                 i) [X] such a withdrawal at any time.
   or (ii).
                                                                 ii) [ ] only ________________ such withdrawal(s) in any twelve-
                                                                     month period.

4) Optional withdrawal after 5                           4)  [ ] A percentage of a Member's Vested Account which does not
   years as an Active                                        result from Voluntary Contributions, Elective Deferral
   Member. Must have                                         Contributions, Qualified Matching Contributions or Qualified
   Matching Contributions                                    Nonelective Contributions may be withdrawn after he has been an Active
   that are not qualified,                                   Member for at least five (5) years.
   Additional Contributions or
   Discretionary Contributions.
   If selected, check (a),                                   The percentage which may be withdrawn is
   (b), (c) or (d).
                                                             a)   [ ] 25%.

                                                             b)   [ ] 25% or 50%, as he requests.

</TABLE>
                                       24
<PAGE>   70

<TABLE>

<S>                                               <C>

                                                            c)   [ ]  25%, 50% or 75%, as he requests.

                                                            d)   [ ]  any percentage up to ______ %, as he requests.

                                                            A Member shall not make another withdrawal under this item until he
                                                            has been an Active Member for at least five (5) years since his last
                                                            withdrawal.

                                                       Note: Withdrawals are subject to the qualified election procedures of
                                                       Article VI.

                                                  X.   RETIREMENT AND THE START OF BENEFITS

1)   Normal Retirement Age                             1)   NORMAL RETIREMENT AGE is the age at which the Member's
     may  not exceed any                                    Account shall become nonforfeitable if he is an Employee. A
     mandatory retirement age                               Member's Normal Retirement Age is 65, unless otherwise
     imposed by you on your                                 specified in (a) or (b) below.
     Employees. Must use (a)
     or (b) if mandatory age is
     younger than 65.

a)   Optional Normal                                        a)   [ ] Age ________.
     Retirement Age. Fill in age
     younger than 65.


b)   Optional Normal                                        b)   [ ] The older of age ________ or his age on the
     Retirement Age. Select (i)
     or (ii) and fill in up to age
     65.

i)   Fill in up to 5 years.                                      i)   [ ] date ________ years after the first day of the
                                                                      Plan Year in which his Entry Date occurred.

ii)  Fill in up to 5 years.                                      ii)  [ ] earlier of the date ______ years after his Hire
                                                                      Date or the date 5 years after the first day of the Plan
                                                                      Year in which his Entry Date occurred.

iii) Optional maximum Normal                                     iii) [ ] A Member's Normal Retirement Age shall not be
     Retirement Age if (b) is                                         older than age ______ .
     selected. Fill in up to age
     70.                                                    c)   [ ] A Member's Normal Retirement Age shall not be older than
                                                                 normal retirement age under the Plan on the day before any
                                                                 change in the Normal Retirement Age provisions, if he was a
                                                                 Member on such date.
</TABLE>

                                       25
<PAGE>   71


<TABLE>

<S>                                               <C>


2) Select (a) or (b).                               2) EARLY RETIREMENT DATE

                                                       a) [x] Early Retirement Date is the first day of the month before a
a) If selected, check and complete                         Member's Normal Retirement Date which he selects for the start
   any requirements below which apply.                     of retirement benefits. This day shall be on or after the date
   An Employee's Account is 100% vested                    the Member ceases to be an Employee and the date the following
   when the requirements are met.                          requirement(s) are met:

                                                            i)   [x] He is age 55       .
                                                                               _________
                                                            ii)  [x] He has 4        years of Vesting Service.
                                                                            ________
                                                            iii) [ ] He is within ______ years of Normal Retirement Date.
                                                            iv)  [ ] He has been an Active Member ______ years.

                                                       b) [ ] Early retirement is NOT permitted.

3) Optional modification of the start               3) Section 5.03 permits an Employee to elect to start benefits after he
   of benefits. Check (a) or (b).                      ceases to be an Employee. The start of benefits is modified as follows:

                                                       a) [ ] Benefit payments from that part of a Member's Vested Account resulting
                                                          from our Contributions shall not begin before the Member retires,
                                                          becomes Totally Disabled or dies. A small Vested Account may be paid
                                                          earlier in a single sum. (See Plan Section 9.10.)

i) Optional. Restriction does not                           i) [ ] Such restriction shall not apply to that part of a Member's
   apply to Elective Deferral                                  Vested Account resulting from Elective Deferral Contributions.
   Contributions.

b) If selected, check (i) or (ii).                     b) [ ] The Member may elect to receive his Member Contributions in a single
                                                          sum. Any other benefit payment under Plan Section 5.03 shall not begin
                                                          before the Member has ceased to be an Employee for a period of time.
                                                          Payment of a small Vested Account will also be delayed. (See Plan
                                                          Section 9.10.) The period of time is

                                                            i)  [ ] ________ month(s).
                                                            ii) [ ] ________ year(s).




</TABLE>


                                       26

<PAGE>   72


<TABLE>

<S>                                                    <C>
                                                       Y.  FORMS OF DISTRIBUTION

1) If selected, check (a) or                               1)    [ ] A Member may not receive a single sum payment of that part
   (b).                                                          of his Vested Account resulting from our Contributions

                                                                 a) [ ] at any time.

                                                                 b) [ ] before the Member retires or becomes Totally Disabled.

                                                                 A small Vested Account may be paid in a single sum. (See Plan
                                                                 Section 9.10.)

</TABLE>


                                       27
<PAGE>   73


Z.   ADOPTING EMPLOYERS

     Note: The Code requires minimum coverage requirements for retirement plans
     of Controlled Groups and Affiliated Service Groups. If you are a member of
     such a group, you may use this item to identify the other employers in the
     group whose Employees may become Members. If an employer listed below does
     not evidence the establishment of the separate plan or the agreement to
     participate in writing, you and the other Adopting Employers must
     contribute on behalf of its Employees who are Active Members.

     Affiliated firms which are not a part of a Controlled Group or Affiliated
     Service Group may also become Adopting Employers.

     1)   Separate Plans or Single Plan.

          a)   Separate Plans. Adopting Employers may establish a separate plan
               for the exclusive benefit of their Employees. The establishment
               of an Adopting Employer's separate plan shall be evidenced in
               writing according to the provisions of Plan Section 2.03.

               i)   [ ] All of the Adopting Employers listed below establish a
                        separate plan.

               ii)  [ ] The Adopting Employers listed in ________ below
                        establish a separate plan.

          b)   Single Plan. Adopting Employers may participate with us in a
               single plan. An Adopting Employer's agreement to participate in
               this Plan shall be evidenced in writing according to the
               provisions of Plan Section 2.04.

               i)   [x] All of the Adopting Employers listed below participate
                        with us in a single plan.

               ii)  [ ] The Adopting Employers listed in ________ below
                        participate with us in a single plan.

     2)   The Adopting Employers are:

          a)   Name: REWORD CORPORATION
                     -----------------------------------------------------------
               Address: 6450 Lusk Blvd E-204
                        --------------------------------------------------------

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

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

               Phone No.: 619 546 0040
                          ------------
               EIN No. (If Separate Plans): ------------------------------------

               Plan No. (If Separate Plans): -----------------------------------

               Date of Adoption or Participation: SEPT. 16, 1998
                                                  ------------------------------

               Fiscal Year End:      DEC. 31     Executed: SEPT. 18, 1998
                                ----------------           ---------------------
                                (month and day)

                                                 By /s/
                                                    ----------------------------
                                                            (signature)

                                                    ----------------------------
                                                               (title)



                                       28



<PAGE>   74




          b)  Name: ___________________________________________________________

              Address: ________________________________________________________

                       ________________________________________________________

                       ________________________________________________________


              Phone No: _________________________________

              EIN No. (If Separate Plans): ____________________________________

              Plan No. (If Separate Plans): ___________________________________

              Date of Adoption or Participation: __________________,___________

              Fiscal Year End: _______________ Executed: ___________,__________
                               (month and day)

                                             By _______________________________
                                                          (signature)

                                                _______________________________
                                                            (title)


         c)  Name: ___________________________________________________________

             Address: ________________________________________________________

                      ________________________________________________________

                      ________________________________________________________


             Phone No: _________________________________

             EIN No. (If Separate Plans): ____________________________________

             Plan No. (If Separate Plans): ___________________________________

             Date of Adoption or Participation: __________________,___________

             Fiscal Year End: _______________ Executed: ___________,__________
                              (month and day)

                                            By _______________________________
                                                         (signature)

                                               _______________________________
                                                           (title)


                                       29
<PAGE>   75




          d)  Name: ___________________________________________________________

              Address: ________________________________________________________

                       ________________________________________________________

                       ________________________________________________________


              Phone No: _________________________________

              EIN No. (If Separate Plans): ____________________________________

              Plan No. (If Separate Plans): ___________________________________

              Date of Adoption or Participation: __________________,___________

              Fiscal Year End: _______________ Executed: ___________,__________
                               (month and day)

                                             By _______________________________
                                                          (signature)

                                                _______________________________
                                                            (title)


         e)  Name: ___________________________________________________________

             Address: ________________________________________________________

                      ________________________________________________________

                      ________________________________________________________


             Phone No: _________________________________

             EIN No. (If Separate Plans): ____________________________________

             Plan No. (If Separate Plans): ___________________________________

             Date of Adoption or Participation: __________________,___________

             Fiscal Year End: _______________ Executed: ___________,__________
                              (month and day)

                                            By _______________________________
                                                         (signature)

                                               _______________________________
                                                           (title)


                                       30
<PAGE>   76




          f)  Name: ___________________________________________________________

              Address: ________________________________________________________

                       ________________________________________________________

                       ________________________________________________________


              Phone No: _________________________________

              EIN No. (If Separate Plans): ____________________________________

              Plan No. (If Separate Plans): ___________________________________

              Date of Adoption or Participation: __________________,___________

              Fiscal Year End: _______________ Executed: ___________,__________
                               (month and day)

                                             By _______________________________
                                                          (signature)

                                                _______________________________
                                                            (title)


         g)  Name: ___________________________________________________________

             Address: ________________________________________________________

                      ________________________________________________________

                      ________________________________________________________


             Phone No: _________________________________

             EIN No. (If Separate Plans): ____________________________________

             Plan No. (If Separate Plans): ___________________________________

             Date of Adoption or Participation: __________________,___________

             Fiscal Year End: _______________ Executed: ___________,__________
                              (month and day)

                                            By _______________________________
                                                         (signature)

                                               _______________________________
                                                           (title)


                                       31
<PAGE>   77




          h)  Name: ___________________________________________________________

              Address: ________________________________________________________

                       ________________________________________________________

                       ________________________________________________________


              Phone No: _________________________________

              EIN No. (If Separate Plans): ____________________________________

              Plan No. (If Separate Plans): ___________________________________

              Date of Adoption or Participation: __________________,___________

              Fiscal Year End: _______________ Executed: ___________,__________
                               (month and day)

                                             By _______________________________
                                                          (signature)

                                                _______________________________
                                                            (title)





























                                       32
<PAGE>   78



3)  These Adopting Employers had Prior Plans:

                                                       DATE PRIOR PLAN
                    NAME                               WAS ESTABLISHED

    a) _____________________________________     ______________________________

    b) _____________________________________     ______________________________

    c) _____________________________________     ______________________________

    d) _____________________________________     ______________________________

    e) _____________________________________     ______________________________

    f) _____________________________________     ______________________________

    g) _____________________________________     ______________________________

    h) _____________________________________     ______________________________


NOTE: If (1)(b)(i) or (ii) above is selected, the provisions of Plan Section
9.02 shall apply in the case of the merger of this Plan with any Prior Plan of
an Adopting Employer participating with us in a single plan.

                                       33
<PAGE>   79


     4)   These Adopting Employers have waived the following entry requirements
          for their Employees who are Eligible Employees on the date specified
          below. (Your selections in Item K(4) apply only to the primary
          Employer in Item 8.)

                                           AGE        SERVICE
                       NAME            REQUIREMENT  REQUIREMENT        DATE

          a)  ______________________       [ ]          [ ]       ______________

          b)  ______________________       [ ]          [ ]       ______________

          c)  ______________________       [ ]          [ ]       ______________

          d)  ______________________       [ ]          [ ]       ______________

          e)  ______________________       [ ]          [ ]       ______________

          f)  ______________________       [ ]          [ ]       ______________

          g)  ______________________       [ ]          [ ]       ______________

          h)  ______________________       [ ]          [ ]       ______________



By executing this Adoption Agreement, we, the Employer, adopt "The Principal
Financial Group Prototype for Savings Plans" for the exclusive benefit of our
employees. Our selections and specifications contained in this Adoption
Agreement and the terms, provisions and conditions provided in The Principal
Financial Group Prototype Basic Savings Plan constitute our PLAN. No other basic
plan may be used with this Adoption Agreement.

It is understood that Principal Life Insurance Company is not a party to our
Plan and shall not be responsible for any tax or legal aspects of our Plan. We
assume responsibility for these matters. We acknowledge that we have counseled,
to the extent necessary, with selected legal and tax advisors. The obligations
of Principal Life Insurance Company shall be governed solely by the provisions
of its contracts and policies. Principal Life Insurance Company shall not be
required to look into any action taken by the Plan Administrator, Named
Fiduciary, Trustee or us and shall be fully protected in taking, permitting or
omitting any action on the basis of our actions. Principal Life Insurance
Company shall incur no liability or responsibility for carrying out actions as
directed by the Plan Administrator, Named Fiduciary, Trustee or us.

                                       34








<PAGE>   80


This Plan is an important legal document. It may not fit your situation. You
will want to consult with your lawyer on whether it does or not and on its tax
and legal implications, for which neither Principal Life Insurance Company nor
its agents can assume responsibility.

Failure to properly fill out this Adoption Agreement may result in
disqualification of this Plan. Principal Life Insurance Company will inform you
of any amendments made to the Plan or of the abandonment of the Plan. The
address of Principal Life Insurance Company is 711 High Street, Des Moines, Iowa
50392-0001. When you first adopt the prototype, The Principal will assign a
contact person and give you a toll-free number. If you have not been assigned a
contact person, call 1-800-543-4015, Extension 75397, for assistance.

The opinion letter issued by the National Office of the Internal Revenue Service
applies to the prototype form. You may not rely on it as evidence that your Plan
is qualified under Code Section 401. In order to obtain reliance with respect to
the qualification of your plan, you must apply to your Key District Office for a
determination letter.

                            (Complete in BLACK ink)


            This adoption Agreement is executed September 18, 1998.
                                               ---------------
                                               (month and day)


                                         FOR THE EMPLOYER

                                         By /s/_________________________________
                                                         (signature)


                                                           Trustee
                                         _______________________________________
                                                           (title)


                                         [x] By my signature above, I hereby
                                         execute this Adoption Agreement on
                                         behalf of each Adopting Employer
                                         identified in Item Z.


                                       35
<PAGE>   81


FOR THE TRUSTEE                              FOR THE TRUSTEE

By /s/_________________________________      By ________________________________
             (signature)                                  (signature)

   Title: CFO_________________________          Title: _________________________

   Address: 6540 Lusk Boulevard, Suite          Address: _______________________

   E-204 San Diego CA 92121-2766______          ________________________________

   ___________________________________          ________________________________





FOR THE TRUSTEE                              FOR THE TRUSTEE

By ___________________________________       By ________________________________
             (signature)                                  (signature)

   Title:_____________________________          Title: _________________________

   Address: __________________________          Address: _______________________

   ___________________________________          ________________________________

   ___________________________________          ________________________________




FOR THE TRUSTEE                              FOR THE TRUSTEE

By ___________________________________       By ________________________________
             (signature)                                  (signature)

   Title:_____________________________          Title: _________________________

   Address: __________________________          Address: _______________________

   ___________________________________          ________________________________

   ___________________________________          ________________________________


Acknowledgement by the Named Fiduciary (if other than the Employer or Trustee).



                          By __________________________________
                                       (signature)



                                            Annuity Contract No.: GA____________


                                       36
<PAGE>   82
Item R(3)(b) The method used to limit Annual Additions to the Maximum
Permissible Amount:






























Item R(4) The method used to satisfy the 1.0 limitation of Code Section 415:












                                       37
<PAGE>   83
Item R(9) The method used to meet the minimum contribution and allocation
requirements in Years when this is a Top-heavy Plan:



















                                       38
<PAGE>   84






















                                                       [LOGO "PRINCIPAL GROUP"]
<PAGE>   85
             UNILATERAL AMENDMENT - MODEL AMENDMENT TO COMPLY WITH
         SECTION 401(a)(17) OF THE INTERNAL REVENUE CODE AS AMENDED BY
                 THE OMNIBUS BUDGET RECONCILIATION ACT OF 1993


Principal Mutual Life Insurance Company hereby amends, effective as of the first
day of January 1, 1994, the following prototype plans and by such amendment,
amends each retirement plan set forth on any such prototype by an adopting
employer.

THE PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR:

<TABLE>

<S>                                 <C>                             <C>              <C>
Profit Sharing Plans-Plus           Letter Serial No.: D347613B     Plan No.: 003    Basic Plan No.: 01
Profit Sharing Plans-Standardized   Letter Serial No.: D247614B     Plan No.: 004    Basic Plan No.: 01
Savings Plans-Plus                  Letter Serial No.: D347609B     Plan No.: 001    Basic Plan No.: 03
Savings Plans-Standardized          Letter Serial No.: D247610B     Plan No.: 002    Basic Plan No.: 03
Money Purchase Plans-Plus           Letter Serial No.: D347611B     Plan No.: 001    Basic Plan No.: 01
Money Purchase Plans-Standardized   Letter Serial No.: D247612B     Plan No.: 002    Basic Plan No.: 01
Target Plans-Plus                   Letter Serial No.: D360921A     Plan No.: 005    Basic Plan No.: 01
Target Plans-Standardized           Letter Serial No.: D260922A     Plan No.: 006    Basic Plan No.: 01

</TABLE>

ARTICLE I: The following is added to the definition of PAY:

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

For plan years beginning on or after January 1, 1994, any reference in this plan
to the limitation under section 401(a)(17) of the Code shall mean the OBRA '93
annual pay limit set forth in this provision.

If pay for any prior determination period is taken into account in determining
an employee's benefits accruing in the current plan year, the pay for that prior
determination period is subject to the OBRA '93 annual pay limit in effect for
that prior determination period. For this purpose, for determination periods
beginning before the first day of the first plan year beginning on or after
January 1, 1994, the OBRA '93 annual pay limit is $150,000.

Executed by PRINCIPAL MUTUAL LIFE INSURANCE COMPANY on

April 8, 1994 by
-------

/s/ Roger Jacobsen
------------------
      Officer


                                                          [LOGO PRINCIPAL GROUP]
<PAGE>   86
             UNILATERAL AMENDMENT - MODEL AMENDMENT TO COMPLY WITH
                SECTION 401(A)(31) OF THE INTERNAL REVENUE CODE
          AS ADDED BY THE UNEMPLOYMENT COMPENSATION AMENDMENTS OF 1992


Principal Mutual Life Insurance Company hereby amends, effective as of
January 1, 1993, the following prototype plans and by such amendment, amends
each retirement plan set forth on any such prototype by an adopting employer.

THE PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR:

<TABLE>

<S>                                    <C>                             <C>              <C>

Profit Sharing Plans - Plus              Letter Serial No.: D347613B     Plan No.: 003    Basic Plan No.: 01
Profit Sharing Plans - Standardized      Letter Serial No.: D247614B     Plan No.: 004    Basic Plan No.: 01
Savings Plans - Plus                     Letter Serial No.: D347609B     Plan No.: 001    Basic Plan No.: 03
Savings Plans - Standardized             Letter Serial No.: D247610B     Plan No.: 002    Basic Plan No.: 03
Money Purchase Plans - Plus              Letter Serial No.: D347611B     Plan No.: 001    Basic Plan No.: 01
Money Purchase Plans - Standardized      Letter Serial No.: D247612B     Plan No.: 002    Basic Plan No.: 01
Target Plans - Plus                      Letter Serial No.: D360921A     Plan No.: 005    Basic Plan No.: 01
Target Plans - Standardized              Letter Serial No.: D260922A     Plan No.: 006    Basic Plan No.: 01
Defined Benefit Plans - Nonintegrated    Letter Serial No.: D359699A     Plan No.: 002    Basic Plan No.: 02
Defined Benefit Plans - Integrated       Letter Serial No.: D359696A     Plan No.: 001    Basic Plan No.: 02
</TABLE>

ARTICLE I: The following words and phrases are added to the DEFINITIONS section
of Article I:

DIRECT ROLLOVER. A Direct Rollover is a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

DISTRIBUTEE: A Distributee includes an Employee or former Employee. In addition,
the Employee's or former Employee's surviving spouse and the Employee's or
former Employee's spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in section 414(b) of the Code,
are Distributees with regard to the interest of the spouse or former spouse.

ELIGIBLE RETIREMENT PLAN: Eligible Retirement Plan is 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 the surviving
spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.

ELIGIBLE ROLLOVER DISTRIBUTION: An Eligible Rollover Distribution is 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 includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities).

ARTICLE IX:  The following section is added as SECTION 9.01A -- DIRECT
ROLLOVERS:

This section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this section, a Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan, specified by the Distributee in a Direct Rollover.


Executed by PRINCIPAL MUTUAL LIFE INSURANCE COMPANY on

January 11, 1993 by

/s/ Owen M. Westman
------------------
      Officer


                                                          [LOGO PRINCIPAL GROUP]