<PAGE>



              ________________________________________________________


                                   MERRILL LYNCH

                                  ---------------
                                      SPECIAL
                                  ---------------

                                 PROTOTYPE DEFINED

                                 CONTRIBUTION PLAN
                                          
                                 ADOPTION AGREEMENT
                                          

              ________________________________________________________




                                    401(k) PLAN

                                EMPLOYEE THRIFT PLAN

                                PROFIT-SHARING PLAN


                          Letter Serial Number:  D359287b
                        National Office Letter Date: 6/29/93





     This Prototype Plan and Adoption Agreement are important legal instruments
     with legal and tax implications for which the Sponsor, Merrill Lynch,
     Pierce, Fenner & Smith, Incorporated, does not assume responsibility. The
     Employer is urged to consult with its own attorney with regard to the
     adoption of this Plan and its suitability to its circumstances.


<PAGE>


Adoption of Plan


The Employer named below hereby establishes or restates a profit-sharing
plan that includes a  401(k),  profit-sharing and/or  thrift plan feature
(the "Plan") by adopting the Merrill Lynch Special Prototype Defined
Contribution Plan and Trust as modified by the terms and provisions of this
Adoption Agreement.

Employer and Plan Information


Employer Name:*     Media 100 Inc.
Business Address:   290 Donald Lynch Boulevard
                    Marlboro, MA  01752-4748

Telephone Number:   (508) 460-1600

Employer Taxpayer ID Number:  04-2532613

Employer Taxable Year ends on:     November 30th

Plan Name:     Media 100 Inc.
               401(k) Savings Plan

Plan Number:   001

                              401(k)    Profit Sharing      Thrift

Effective Date of Adoption
or Restatement:               01/01/98                      ---/---/---.
          
Original Effective Date:      11/15/85     ---/---/---      ---/---/---.

If this Plan is a continuation or an amendment of a prior plan, all
optional forms of benefits provided in the prior plan must be provided
under this Plan to any Participant who had an account balance, whether or
not vested, in the prior plan.

__________________________________________________

* If there are any Participating Affiliates in this Plan, list below the
  proper name of each Participating Affiliate.

_____.
_____.
_____.

                                          2
<PAGE>
 
                                          
                              ARTICLE I.  Definitions
                                          
A.   "Compensation"

(1)  With respect to each Participant, except as provided below, Compensation
     shall mean the (select all those applicable for each column):

401(k) and/    Profit
or Thrift      Sharing 

/  /           /  / (a)  amount reported in the "Wages Tips and Other
                         Compensation" Box on Form W-2 for the applicable period
                         selected in Item 5 below.

/  /           /  /(b)   compensation for Code Section 415 safe-harbor purposes
                         (as defined in Section 3.9.1 (H)(i) of basic plan
                         document #03) for the applicable period selected in
                         Item 5 below.

/X /           /  /(c)   amount reported pursuant to Code Section 3401(a) for
                         the applicable period selected in Item 5 below.

/  /           /  /(d)   all amounts received (under options (a) (b) or (c)
                         above) for personal services rendered to the Employer
                         but excluding (select one):

                    /  / overtime
                    /  / bonuses
                    /  / commissions
                    /  / amounts in excess of $
                    /  / other (specify) ______.

(2)  Treatment of Elective Contributions (select one):

     / X /(a)  For purposes of contributions, Compensation shall include
               Elective Deferrals and amounts excludable from the gross income
               of the Employee under Code Section 125, Code Section 402(e)(3),
               Code Section 402(h) or Code Section 403(b) ("elective
               contributions").

     /  /(b)   For purposes of contributions, Compensation shall not include
               "elective contributions."

(3)  CODA Compensation (select one):

     / X /(a)  For purposes of the ADP and ACP Tests, Compensation shall include
               "elective contributions."

     /   /(b)  For purposes of the ADP and ACP Tests, Compensation shall not
               include "elective contributions."


                                          3
<PAGE>
 

(4)  With respect to Contributions to an Employer Contributions Account,
     Compensation shall include all Compensation (select one):

     /X /(a)  during the Plan Year in which the Participant enters the Plan.
          
     /  /(b)  after the Participant's Entry Date.

(5)  The applicable period for determining Compensation shall be (select one):
          
     /X /(a)  the Plan Year.
          
     /  /(b)  the Limitation Year.
          
     /  /(c)  the consecutive 12-month period ending on ______.


B.   "Disability"

(1)  Definition

     Disability shall mean a condition which results in the Participant's
     (select one):

     / X /(a)  inability to engage in any substantial gainful activity by reason
               of any medically determinable physical or mental impairment that
               can be expected to result in death or which has lasted or can be
               expected to last for a continuous period of not less than 12
               months.

     /   /(b)  total and permanent inability to meet the requirements of the
               Participant's customary employment which can be expected to last
               for a continuous period of not less than 12 months.

     /   /(c)  qualification for Social Security disability benefits.
     
     /   /(d)  qualification for benefits under the Employer's long-term
               disability plan.

(2)  Contributions Due to Disability (select one):

     / X /(a)  No contributions to an Employer Contributions Account will be
               made on behalf of a Participant due to his or her Disability.
     
     /   /(b)  Contributions to an Employer Contributions Account will be made
               on behalf of a Participant due to his or her Disability provided
               that: the Employer elected option (a) or (c) above as the
               definition of Disability, contributions are not made on behalf of
               a Highly Compensated Employee, the contribution is based on the
               Compensation each such Participant would have received for the
               Limitation Year if the Participant had been paid at the rate of
               Compensation paid immediately before his or her Disability, and
               contributions made on behalf of such Participant will be
               nonforfeitable when made.


                                          4
<PAGE> 


C.   "Early Retirement" is (select one):


     /   /(1)  not permitted.

     / X /(2)  permitted if a Participant terminates Employment before Normal
               Retirement Age and has (select one):

               / X /(a)  attained age 59 1/2.

               /   /(b)  attained age _____ and completed _____ Years of
                         Service.

               /   /(c)  attained age _____ and completed _____ Years of Service
                         as a Participant.


D.   "Eligible Employees" (select one):


     / X /(1)  All Employees are eligible to participate in the Plan.

     /   /(2)  The following Employees are not eligible to participate in the
               Plan (select all those applicable):

               /   /(a)  Employees included in a unit of Employees covered by a
                         collective bargaining agreement between the Employer or
                         a Participating Affiliate and the Employee
                         representatives (not including any organization more
                         than half of whose members are Employees who are
                         owners, officers, or executives of the Employer or
                         Participating Affiliate) in the negotiation of which
                         retirement benefits were the subject of good faith
                         bargaining, unless the bargaining agreement provides
                         for participation in the Plan.

               /   /(b)  non-resident aliens who received no earned income from
                         the Employer or a Participating Affiliate which
                         constitutes income from sources within the United
                         States.

               /   /(c)  Employees of an Affiliate.

               /   /(d)  Employees employed in or by the following specified
                         division, plant, location, job category or other
                         identifiable individual or group of Employees: _____.

                                          5
<PAGE>
 

           

E.   "Entry Date"   Entry Date shall mean (select as applicable):

     401(k)
     and/or      Profit
     Thrift      Sharing

     /   /       /   / (1)  If the initial Plan Year is less than twelve months,
                            the       day of       and thereafter:

     /   /      /   /  (2)  the first day of the Plan Year following the date 
                            the Employee meets the eligibility requirements.  
                            If the Employer elects this option (2) establishing 
                            only one Entry Date, the eligibility "age and 
                            service" requirements elected in Article II must be 
                            no more than age 20-1/2 and 6 months of service.

     / X /      /   /  (3)  the first day of the month following the date the
                            Employee meets the eligibility requirements.

     /   /      /   /  (4)  the first day of the Plan Year and the first day of 
                            the seventh month of the Plan Year following the 
                            date the Employee meets the eligibility 
                            requirements.

     /   /      /   /  (5)  the first day of the Plan Year, the first day of the
                            fourth month of the Plan Year, the first day of the
                            seventh month of the Plan Year, and the first day of
                            the tenth month of the Plan Year following the date 
                            the Employee meets the eligibility requirements.

     /   /      /   /  (6)  other:      .
                            provided that the Entry Date or Dates selected are 
                            no later than any of the options above.

F.   "Hours of Service"

Hours of Service for the purpose of determining a Participant's Period of
Severance and Year of Service shall be determined on the basis of the method
specified below:

     (1)  Eligibility Service:  For purposes of determining whether a
          Participant has satisfied the eligibility requirements, the following
          method shall be used (select one):
     
          401(k)
          and/or    Profit
          Thrift    Sharing
          
          / X /     /   /     (a)  elapsed time method
          /   /     /   /     (b)  hourly records method


                                          6
<PAGE> 

    

     (2)  Vesting Service:  A Participant's nonforfeitable interest shall be
          determined on the basis of the method specified below (select one):

          / X /(a)  elapsed time method
          /   /(b)  hourly records method
          /   /(c)  If this item (c) is checked, the Plan only provides for
                    contributions that are always 100% vested and this item (2)
                    will not apply.

     (3)  Hourly Records:  For the purpose of determining Hours of Service under
          the hourly record method (select one):

          /   /(a)  only actual hours for which an Employee is paid or entitled
                    to payment shall be counted.

          /   /(b)  an Employee shall be credited with 45 Hours of Service if
                    such Employee would be credited with at least 1 Hour of
                    Service during the week.

G.   "Integration Level"

     / X  /(1)  This Plan is not integrated with Social Security.

     /   / (2)  This Plan is integrated with Social Security.  The Integration
                Level shall be (select one):

                /   /(a)  the Taxable Wage Base.
                /   /(b)  $      (a dollar amount less than the Taxable Wage
                          Base).
                /   /(c)       % of the Taxable Wage Base (not to exceed
                          100%).
                /   /(d)  the greater of $10,000 or 20% of the Taxable Wage
                          Base.

H.   "Limitation Compensation"

For purposes of Code Section 415, Limitation Compensation shall be compensation
as determined for purposes of (select one):

     /   /(1)  Code Section 415 Safe-Harbor as defined in Section 3.9.1(H)(i) of
               basic plan document #03.
     
     /   /(2)  the "Wages, Tips and Other Compensation" Box on Form W-2.
     
     / X /(3)  Code Section 3401(a) Federal Income Tax Withholding.

I.   "Limitation Year"

For purposes of Code Section 415, the Limitation Year shall be (select one):

/ X /(1)  the Plan Year.
/   /(2)  the twelve consecutive month period ending on the       day of the
          month of      .

                                          7
<PAGE> 

J.   "Net Profits" are (select one):

     / X /(1)  not necessary for any contribution.
     /   /(2)  necessary for (select all those applicable):

               /   /(a)  Profit-Sharing Contributions.
               /   /(b)  Matching 401(k) Contributions.
               /   /(c)  Matching Thrift Contributions.

K.   "Normal Retirement Age"

Normal Retirement Age shall be (select one):
             
     / X /(1)  attainment of age 65 (not more than 65) by the Participant.
             
     /   /(2)  attainment of age      (not more than 65) by the Participant or
               the       anniversary (not more than the 5th) of the first day of
               the Plan Year in which the Eligible Employee became a
               Participant, whichever is later.
             
     /   /(3)  attainment of age       (not more than 65) by the Participant or
               the      . anniversary (not more than the 5th) of the first day
               on which the Eligible Employee performed an Hour of Service,
               whichever is later.

L.   "Participant Directed Assets" are:

     401(k) and/    Profit
     or Thrift      Sharing

     / X /          /   /     (1)  permitted.
          
     /   /          /   /     (2)  not permitted.

M.   "Plan Year"

     The Plan Year shall end on the  31st  day of December.

N.   "Predecessor Service"

     Predecessor service will be credited (select one):

     /   /(1)  only as required by the Plan.

     /   /(2)  to include, in addition to the Plan requirements and subject to
               the limitations set forth below, service with the following
               predecessor employer(s) determined as if such predecessors were
               the Employer:       .

                                          8
<PAGE>
 

     Service with such predecessor employer applies [select either or both (a)
     and/or (b); (c) is only available in addition to (a) and/or (b)]:
          
          /   /(a)  for purposes of eligibility to participate;
          /   /(b)  for purposes of vesting;
          /   /(c)  except for the following service:       .

O.   "Valuation Date"

Valuation Date shall mean (select one for each column, as applicable):

401(k) and/    Profit
or Thrift      Sharing

/   /          /   /(1)  the last business day of each month.

/   /          /   /(2)  the last business day of each quarter within the Plan
                         Year.

/   /          /   /(3)  the last business day of each semi-annual period within
                         the Plan Year.

/   /          /   /(4)  the last business day of the Plan Year.

/ X /          /   /(5)  other:  daily basis. 

                                          
                             ARTICLE II.  Participation

Participation Requirements

An Eligible Employee must meet the following requirements to become a
Participant (select one or more for each column, as applicable):

401(k) and/    Profit
or Thrift      Sharing

/   /          /   /(1)  Performance of one Hour of Service.

/   /          /   /(2)  Attainment of age       (maximum 20 1/2) and completion
                         of       (not more than 1/2) Years of Service.  If this
                         item is selected, no Hours of Service shall be counted.

/ X /          /   /(3)  Attainment of age 18 (maximum 21) and completion of
                         1/12 Year(s) of Service.  If more than one Year of
                         Service is selected, the immediate 100% vesting
                         schedule must be selected in Article VII of this
                         Adoption Agreement.

                                          9
<PAGE>
 

401(k) and/    Profit
or Thrift      Sharing

/   /          /   /(4)  Attainment of age       (maximum 21) and completion of 
                         Year(s) of Service.  If more than one Year of
                         Service is selected, the immediate l00% vesting
                         schedule must be selected in Article VII of this
                         Adoption Agreement.
   
/ X /          /   /(5)  Each Employee who is an Eligible Employee on 01/01/98
                         will be deemed to have satisfied the participation
                         requirements on the effective date without regard to
                         such Eligible Employee's actual age and/or service.
   
   
             ARTICLE III.  401(k) Contributions and Account Allocation

A.  Elective Deferrals

If selected below, a Participant's Elective Deferrals will be (select all
applicable):

     / X /(1)  a dollar amount or a percentage of Compensation, as specified by
               the Participant on his or her 401(k) Election form, which may not
               exceed 16% of his or her Compensation.
         
     /    /(2) with respect to bonuses, such dollar amount or percentage as
               specified by the Participant on his or her 401(k) Election form
               with respect to such bonus.

B.  Matching 401(k) Contributions

If selected below, the Employer may make Matching 401(k) Contributions for each
Plan Year (select one):

     / X /(1)  Discretionary Formula:

          Discretionary Matching 401(k) Contribution equal to such a dollar
          amount or percentage of Elective Deferrals, as determined by the
          Employer, which shall be allocated (select one):

          /   /(a)  based on the ratio of each Participant's Elective Deferral
                    for the Plan Year to the total Elective Deferrals of all
                    Participants for the Plan Year.  If inserted, Matching
                    40l(k) Contributions shall be subject to a maximum amount of
                    $      for each Participant or      % of each Participant's
                    Compensation.


                                          10
<PAGE>
 

          / X /(b)  in an amount not to exceed 100% of each Participant's first
                    15% of Compensation contributed as Elective Deferrals for
                    the Plan Year.  If any Matching 401(k) Contribution remains,
                    it is allocated to each such Participant in an amount not to
                    exceed      % of the next      % of each Participant's
                    Compensation contributed as Elective Deferrals for the Plan
                    Year.

          Any remaining Matching 401(k) Contribution shall be allocated to each
          such Participant in the ratio that such Participant's Elective
          Deferral for the Plan Year bears to the total Elective Deferrals of
          all such Participants for the Plan Year.  If inserted, Matching 40l(k)
          Contributions shall be subject to a maximum amount of $      for each
          Participant or      % of each Participant's Compensation.

     /   /(2)  Nondiscretionary Formula:

          A nondiscretionary Matching 401(k) Contribution for each Plan Year
          equal to (select one):

          /   /(a)       % of each Participant's Compensation contributed as
                    Elective Deferrals.  If inserted, Matching 40l(k)
                    Contributions shall be subject to a maximum amount of $     
                    for each Participant or      % of each Participant's
                    Compensation.

          /   /(b)       % of the first       % of the Participant's
                    Compensation contributed as Elective Deferrals and      % of
                    the next      % of the Participant's Compensation
                    contributed as Elective Deferrals.  If inserted, Matching
                    40l(k) Contributions shall be subject to a maximum amount of
                    $       for each Participant or      % of each Participant's
                    Compensation.

C.  Participants Eligible for Matching 401(k) Contribution Allocation

The following Participants shall be eligible for an allocation to their Matching
401(k) Contributions Account (select all those applicable):

     / X /(1)  Any Participant who makes Elective Deferrals.
     
     /   /(2)  Any Participant who satisfies those requirements elected by the
               Employer for an allocation to his or her Employer Contributions
               Account as provided in Article IV Section C.
     
     /   /(3)  Solely with respect to a Plan in which Matching 401(k)
               Contributions are made quarterly (or on any other regular
               interval that is more frequent than annually) any Participant
               whose 401(k) Election is in effect throughout such entire quarter
               (or other interval).        (quarterly, monthly or semi-annual)

                                          11
<PAGE>
 

D.  Qualified Matching Contributions

If selected below, the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable):

     (1)  In its discretion, the Employer may make Qualified Matching
          Contributions on behalf of (select one):

          /   /(a)  all Participants who make Elective Deferrals in that Plan
                    Year.

          / X /(b)  only those Participants who are Nonhighly Compensated
                    Employees and who make Elective Deferrals for that Plan
                    Year.

     (2)  Qualified Matching Contributions will be contributed and allocated to
          each Participant in an amount equal to (select one):

          /   /(a)       % of the Participant's Compensation contributed as
                    Elective Deferrals.  If inserted, Qualified Matching
                    Contributions shall not exceed      % of the Participant's
                    Compensation.

          / X /(b)  Such an amount, determined by the Employer, which is needed
                    to meet the ACP Test.

     (3)  In its discretion, the Employer may elect to designate all or any part
          of Matching 401(k) Contributions as Qualified Matching Contributions
          that are taken into account as Elective Deferrals -- included in the
          ADP Test and excluded from the ACP Test -- on behalf of (select one):

          /   /(a)  all Participants who make Elective Deferrals for that Plan
                    Year.

          / X /(b)  Only Participants who are Nonhighly Compensated Employees
                    who make Elective Deferrals for that Plan Year.

E.  Qualified Nonelective Contributions

If selected below, the Employer may make Qualified Nonelective Contributions for
each Plan Year (select all those applicable):

     (1)  In its discretion, the Employer may make Qualified Nonelective
          Contributions on behalf of (select one):

          /   /(a)  all Eligible Participants.

          / X /(b)  only Eligible Participants who are Nonhighly Compensated
                    Employees.


                                          12
<PAGE> 


     (2)  Qualified Nonelective Contributions will be contributed and allocated
          to each Eligible Participant in an amount equal to (select one):

          /   /(a)  ____% (no more than 15%) of the Compensation of each
                    Eligible Participant eligible to share in the allocation.
         
          / X /(b)  Such an amount determined by the Employer, which is needed
                    to meet either the ADP Test or ACP Test.

     (3)  At the discretion of the Employer, as needed and taken into account as
          Elective Deferrals included in the ADP Test on behalf of (select one):

          /   /(a)  all Eligible Participants.
          
          / X /(b)  only those Eligible Participants who are Nonhighly
                    Compensated Employees.

F.  Elective Deferrals used in ACP Test (select one):

     / X /(1)  At the discretion of the Employer, Elective Deferrals may be used
               to satisfy the ACP Test.
         
     /   /(2)  Elective Deferrals may not be used to satisfy the ACP Test.

G.  Making and Modifying a 401(k) Election

An Eligible Employee shall be entitled to increase, decrease or resume his or
her Elective Deferral percentage with the following frequency during the Plan
Year (select one):

     /   /(1)  annually.
     /   /(2)  semi-annually.
     / X /(3)  quarterly.
     /   /(4)  monthly 
     /   /(5)  other (specify):       .


     Any such increase, decrease or resumption shall be effective as of the
     first payroll period coincident with or next following the first day of
     each period set forth above.  A Participant may completely discontinue
     making Elective Deferrals at any time effective for the payroll period
     after written notice is provided to the Administrator.

                                          13
<PAGE> 


          ARTICLE IV.  Profit-Sharing Contributions and Account Allocation

A.  Profit-Sharing Contributions


If selected below, the following contributions for each Plan Year will be made:

Contributions to Employer Contributions Accounts (select one):

     /   /(a)  Such an amount, if any, as determined by the Employer.
     /   /(b)       % of each Participant's Compensation.


B.  Allocation of Contributions to Employer Contributions Accounts (select one):


     /   /(1)  Non-Integrated Allocation

               The Employer Contributions Account of each Participant eligible
               to share in the allocation for a Plan Year shall be credited with
               a portion of the contribution, plus any forfeitures if
               forfeitures are reallocated to Participants, equal to the ratio
               that the Participant's Compensation for the Plan Year bears to
               the Compensation for that Plan Year of all Participants entitled
               to share in the contribution.

     /   /(2)  Integrated Allocation

               Contributions to Employer Contributions Accounts with respect to
               a Plan Year, plus any forfeitures if forfeitures are reallocated
               to Participants, shall be allocated to the Employer Contributions
               Account of each eligible Participant as follows:

               (a)  First, in the ratio that each such eligible Participant's
                    Compensation for the Plan Year bears to the Compensation for
                    that Plan Year of all eligible Participants but not in
                    excess of 3% of each Participant's Compensation.
                  
               (b)  Second, any remaining contributions and forfeitures will be
                    allocated in the ratio that each eligible Participant's
                    Compensation for the Plan Year in excess of the Integration
                    Level bears to all such Participants' excess Compensation
                    for the Plan Year but not in excess of 3%.

                                          14
<PAGE>
 

               (c)  Third, any remaining contributions and forfeitures will be
                    allocated in the ratio that the sum of each Participant's
                    Compensation and Compensation in excess of the Integration
                    Level bears to the sum of all Participants' Compensation and
                    Compensation in excess of the Integration Level, but not in
                    excess of the Maximum Profit-Sharing Disparity Rate (defined
                    below).
                  
               (d)  Fourth, any remaining contributions or forfeitures will be
                    allocated in the ratio that each Participant's Compensation
                    for that year bears to all Participants' Compensation for
                    that year.


               The Maximum Profit-Sharing Disparity Rate is equal to the lesser
               of:


               (a)  2.7% or

               (b)  The applicable percentage determined in accordance with the
                    following table:

<TABLE>
<CAPTION>

               If the Integration Level is
               (as a % of the Taxable Wage   
               Base ("TWB")).                The applicable percentage is:
               ---------------------------   -----------------------------


               <S>                           <C>
               20% (or $10,000 if greater)   
               or less of the TWB                      2.7%

               More than 20% (but not less 
               than $10,001 but not     
               more than 80% of the TWB                1.3%

               More than 80% but not less    
               than 100% of the TWB                    2.4%

               100% of the TWB                         2.7%

</TABLE>

                                          15
<PAGE>

 

C.  Participants Eligible for Employer Contribution Allocation

The following Participants shall be eligible for an allocation to their Employer
Contributions Account (select all those applicable):

     /   /(1)  Any Participant who was employed during the Plan Year.
          
     /   /(2)  In the case of a Plan using the hourly record method for
               determining Vesting Service, any Participant who was credited
               with a Year of Service during the Plan Year.
          
     /   /(3)  Any Participant who was employed on the last day of the Plan
               Year.
          
     /   /(4)  Any Participant who was on a leave of absence on the last day of
               the  Plan Year.
          
     /   /(5)  Any Participant who during the Plan Year died or became Disabled
               while an Employee or terminated employment after attaining Normal
               Retirement Age.
          
     /   /(6)  Any Participant who was credited with at least 501 Hours of
               Service whether or not employed on the last day of the Plan Year.
          
     /   /(7)  Any Participant who was credited with at least 1,000 Hours of
               Service and was employed on the last day of the Plan Year.


                          ARTICLE V.  Thrift Contributions

A.  Employee Thrift Contributions

If selected below, Employee Thrift Contributions, which are required for
Matching Thrift Contributions, may be made by a Participant in an amount equal
to (select one):


     /   /(1)  A dollar amount or a percentage of the Participant's Compensation
               which may not be less than      % nor may not exceed      % of
               his or her Compensation.
          
     /   /(2)  An amount not less than      % of and not more than      % of
               each Participant's Compensation.

                                          16
<PAGE>
 

B.  Making and Modifying an Employee Thrift Contribution Election

A Participant shall be entitled to increase, decrease or resume his or her
Employee Thrift Contribution percentage with the following frequency during the
Plan Year (select one):

          /   /(1)  annually
          /   /(2)  semi-annually
          /   /(3)  quarterly 
          /   /(4)  monthly 
          /   /(5)  other (specify):       .

Any such increase, decrease or resumption shall be effective as of the first
payroll period coincident with or next following the first day of each period
set forth above.  A Participant may completely discontinue making Employee
Thrift Contributions at any time effective for the payroll period after written
notice is provided to the Administrator.

C.  Thrift Matching Contributions

If selected below, the Employer will make Matching Thrift Contributions for each
Plan Year (select one):

/   /(1)  Discretionary Formula:

          A discretionary Matching Thrift Contribution equal to such a dollar
          amount or percentage as determined by the Employer, which shall be
          allocated (select one):

               /   /(a)  based on the ratio of each Participant's Employee
                         Thrift Contribution for the Plan Year to the total
                         Employee Thrift Contributions of all Participants for
                         the Plan Year.  If inserted, Matching Thrift
                         Contributions shall be subject to a maximum amount of 
                         $____for each Participant or____% of each
                         Participant's Compensation.

               /   /(b)  in an amount not to exceed____% of each Participant's
                         first____% of Compensation contributed as Employee
                         Thrift Contributions for the Plan Year.  If any
                         Matching Thrift Contribution remains, it is allocated
                         to each such Participant in an amount not to exceed 
                         ____% of the next____% of each Participant's 
                         Compensation contributed as Employee Thrift 
                         Contributions for the Plan Year.

          Any remaining Matching Thrift Contribution shall be allocated to each
          such Participant in the ratio that such Participant's Employee Thrift
          Contributions for the Plan Year bears to the total Employee Thrift
          Contributions of all such Participants for the Plan Year.  If
          inserted, Matching Thrift Contributions shall be subject to a maximum
          amount of $___for each Participant or___% of each Participant's
          Compensation.

                                          17
<PAGE>
 

     /   /(2)  Nondiscretionary Formula:

               A nondiscretionary Matching Thrift Contribution for each Plan
               Year equal to (select one):

               /   /(a)       % of each Participant's Compensation contributed
                         as Employee Thrift Contributions.  If inserted,
                         Matching Thrift Contributions shall be subject to a
                         maximum amount of $      for each Participant or      %
                         of each Participant's Compensation.

               /   /(b)       % of the first      % of the Participant's
                         Compensation contributed as Employee Thrift
                         Contributions and      % of the next      % of the
                         Participant's Compensation contributed as Employee
                         Thrift Contributions.  If inserted, Matching Thrift
                         Contributions shall be subject to a maximum amount of 
                         $____for each Participant or)____% of each
                         Participant's Compensation.
          
D.  Qualified Matching Contributions

If selected below, the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable):

     (1)  In its discretion, the Employer may make Qualified Matching
          Contributions on behalf of (select one):

          /   /(a)  all Participants who make Employee Thrift Contributions.

          /   /(b)  only those Participants who are Nonhighly Compensated
                    Employees and who make Employee Thrift Contributions.

     (2)  Qualified Matching Contributions will be contributed and allocated to
          each Participant in an amount equal to:

          /   /(a)       % of the Participant's Employee Thrift Contributions. 
                    If inserted, Qualified Matching Contributions shall not
                    exceed      % of the Participant's Compensation.

          /   /(b)  such an amount, determined by the Employer, which is needed
                    to meet the ACP Test.

                       ARTICLE VI.  Participant Contributions

     Participant Voluntary Nondeductible Contributions

     Participant Voluntary Nondeductible Contributions are (select one):

          /   /(a)  permitted.
          /   /(b)  not permitted.

                                          18
<PAGE>
 

                               ARTICLE VII.  Vesting


A.  Employer Contribution Accounts


     (1)  A Participant shall have a vested percentage in his or her
          Profit-Sharing Contributions, Matching 401(k) Contributions and/or
          Matching Thrift Contributions, if applicable, in accordance with the
          following schedule (Select one):

<TABLE>
<CAPTION>

Matching 401(k)
and/or Matching          Profit-Sharing
Thrift Contributions     Contributions
--------------------     --------------

<S>                      <C>            <C>

     /   /                    /   /     (a)  100% vesting immediately upon
                                             participation.
     
     / X /                    /   /     (b)  100% after 3 (not more than 5)
                                             years of Vesting Service.
     
     /   /                    /   /     (c)  Graded vesting schedule:


          %                        %     after 1 year of Vesting Service;
          
          %                        %    after 2 years of Vesting Service;
          
          %                        %    (not less than 20%) after 3 years of
                                        Vesting Service;
          
          %                        %    (not less than 40%) after 4 years of
                                        Vesting Service;

          %                        %    (not less than 60%) after 5 years of
                                        Vesting Service;
          
          %                        %    (not less than 80%) after 6 years of
                                        Vesting Service;

          100% after 7 years of Vesting Service.
</TABLE>

                                          19
<PAGE>
 

     (2) Top Heavy Plan

<TABLE>
<CAPTION>

Matching 401(k)
and/or Matching          Profit-Sharing
Thrift Contributions     Contributions 
--------------------     --------------
Vesting Schedule (Select one):

<S>                      <C>            <C>

     /   /                    /   /     (a)  100% vesting immediately upon
                                             participation.

     /   /                    /   /     (b)  100% after 3 (not more than 3)
                                             years of Vesting Service.

     /   /                    /   /     (c)  Graded vesting schedule:


          %                        %    after 1 year of Vesting Service;
          
          %                        %    (not less than 20%) after 2 years of
                                        Vesting Service;
          
          %                        %    (not less than 40%) after 3 years of
                                        Vesting Service;
          
          %                        %    (not less than 60%) after 4 years of
                                        Vesting Service;
          
          %                        %    (not less than 80%) after 5 years of
                                        Vesting Service;

          100% after 6 years of Vesting Service.


</TABLE>

Top Heavy Ratio:

     (a)  If the adopting Employer maintains or has ever maintained a qualified
          defined benefit plan, for purposes of establishing present value to
          compute the top-heavy ratio, any benefit shall be discounted only for
          mortality and interest based on the following:

          Interest Rate:      8  %
          Mortality Table:    UP '84

     (b)  For purposes of computing the top-heavy ratio, the valuation date
          shall be the last business day of each Plan Year.

                                          20
<PAGE>
 

B.  Allocation of Forfeitures

     Forfeitures shall be (select one from each applicable column):

<TABLE>
<CAPTION>

Matching 401(k)
and/or Matching          Profit-Sharing
Thrift Contributions     Contributions
--------------------     --------------
<S>                      <C>            <C>
     / X /                    /   /     (1)  used to reduce Employer
                                             contributions for succeeding Plan
                                             Year.
     
     /   /                    /   /     (2)  allocated in the succeeding Plan
                                             Year in the ratio which the
                                             Compensation of each Participant
                                             for the Plan Year bears to the
                                             total Compensation of all
                                             Participants entitled to share in
                                             the Contributions.  If the Plan is
                                             integrated with Social Security,
                                             forfeitures shall be allocated in
                                             accordance with the formula elected
                                             by the Employer.

</TABLE>

C.  Vesting Service

For purposes of determining Years of Service for Vesting Service [select (1) or
(2) and/or (3)]:

     / X /(1)  All Years of Service shall be included.
     
     /   /(2)  Years of Service before the Participant attained age 18 shall be
               excluded.
     
     /   /(3)  Service with the Employer prior to the effective date of the Plan
               shall be excluded.


                 ARTICLE VIII.  Deferral of Benefit Distributions,
                            In-Service Withdrawals and Loans


A.  Deferral of Benefit Distributions

<TABLE>
<CAPTION>

     401(k) and/    Profit
     or Thrift      Sharing
     -----------    --------
     <S>            <C>       <C>

          /   /       /   /   If this item is checked, a Participant's vested
                              benefit in his or her Employer Accounts shall be
                              payable as soon as practicable after the earlier
                              of:  (1) the date the Participant terminates
                              Employment due to Disability or (2) the end of the
                              Plan Year in which a terminated Participant
                              attains Early Retirement Age, if applicable, or
                              Normal Retirement Age.


</TABLE>

                                          21
<PAGE>
 


B.  In-Service Distributions

     / X /(1)  In-service distributions may be made from any of the
               Participant's vested Accounts, at any time upon or after the
               occurrence of the following events (select all applicable):

               / X /(a)  a Participant's attainment of age 59-1/2.
               / X /(b)  due to hardships as defined in Section 5.9 of the Plan.

     /   /(2)  In-service distributions are not permitted.

C.  Loans are:

<TABLE>
<CAPTION>

401(k) and/    Profit
or Thrift      Sharing
-----------    -------
<S>            <C>       <C>
     /   /      /   /    (1)  permitted.

     /   /      /   /    (2)  not permitted.



</TABLE>

                              ARTICLE IX.  Group Trust

      If this item is checked, the Employer elects to establish a Group Trust
consisting of such Plan assets as shall from time to time be transferred to the
Trustee pursuant to Article X of the Plan.  The Trust Fund shall be a Group
Trust consisting of assets of this Plan plus assets of the following plans of
the Employer or of an Affiliate:      .


                             ARTICLE X.  Miscellaneous


A.  Identification of Sponsor

     The address and telephone number of the Sponsor's authorized representative
     is 800 Scudders Mill Road, Plainsboro, New Jersey 08536; (609) 282-2272. 
     This authorized representative can answer inquiries regarding the adoption
     of the Plan, the intended meaning of any Plan provisions, and the effect of
     the opinion letter.

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


                                          22
<PAGE>
 


B.  Plan Registration

     1.   Initial Registration

          This Plan must be registered with the Sponsor, Merrill Lynch, Pierce,
          Fenner & Smith Incorporated, in order to be considered a Prototype
          Plan by the Sponsor.  Registration is required so that the Sponsor is
          able to provide the Administrator with documents, forms and
          announcements relating to the administration of the Plan and with Plan
          amendments and other documents, all of which relate to administering
          the Plan in accordance with applicable law and maintaining compliance
          of the Plan with the law.

          The Employer must complete and sign the Adoption Agreement.  Upon
          receipt of the Adoption Agreement, the Plan will be registered as a
          Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith Incorporated. 
          The Adoption Agreement will be countersigned by an authorized
          representative and a copy of the countersigned Adoption Agreement will
          be returned to the Employer.

     2.  Registration Renewal

          Annual registration renewal is required in order for the Employer to
          continue to receive any and all necessary updating documents.  There
          is an annual registration renewal fee in the amount set forth with the
          initial registration material.  The adopting Employer authorizes
          Merrill Lynch, Pierce, Fenner & Smith Incorporated, to debit the
          account established for the Plan for payment of agreed upon annual
          fee; provided, however, if the assets of an account are invested
          solely in Participant-Directed Assets, a notice for this annual fee
          will be sent to the Employer annually.  The Sponsor reserves the right
          to change this fee from time to time and will provide written notice
          in advance of any change.

C.  Prototype Replacement Plan

     This Adoption Agreement is a replacement prototype plan for the (1) Merrill
     Lynch Special Prototype Defined Contribution Plan and Trust - 401(k) Plan
     #03-004 and (2) Merrill Lynch Asset Management, Inc., Special Prototype
     Defined Contribution Plan and Trust - 401(k) Plan Adoption Agreement
     #03-004.

D.  Reliance

     The adopting Employer may not rely on the opinion letter issued by the
     National Office of the Internal Revenue Service as evidence that this Plan
     is qualified under Code Section 401.  In order to obtain reliance, the
     Employer must apply to the appropriate Key District Director of the
     Internal Revenue Service for a determination letter with respect to the
     Plan.


                                          23
<PAGE>
 


                                EMPLOYER'S SIGNATURE



                 Name of Employer:_____________________________________________ 


                       By:  ___________________________________________________ 
                                Authorized Signature


                            ___________________________________________________ 
                                     Print Name


                            ___________________________________________________ 
                                       Title


Dated: _____________________________, 19________  





TO BE COMPLETED BY MERRILL LYNCH:

Sponsor Acceptance:

Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, this Adoption Agreement is accepted by Merrill Lynch, Pierce, Fenner
& Smith Incorporated as the Prototype Sponsor.

Authorized
Signature:_______________________________________________________________


                                          24
<PAGE>
 


                                TRUSTEE(S) SIGNATURE


This Trustee Acceptance is to be completed only if the Employer appoints one or
more Trustees and does not appoint a Merrill Lynch Trust Company as Trustee.

The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan.  If the Employer has elected a Group
Trust in this Adoption Agreement, the undersigned Trustee(s) shall be the
Trustee(s) of the Group Trust.
                                          
                                    AS TRUSTEE:
                                          

                                   merrill lynch                           
---------------------------------  -----------------------------------------
(Signature)                        (print or type name)

---------------------------------  -----------------------------------------
(Signature)                        (print or type name)

---------------------------------  -----------------------------------------
(Signature)                        (print or type name)

---------------------------------  -----------------------------------------
(Signature)                        (print or type name)

---------------------------------  -----------------------------------------
(Signature)                        (print or type name)

---------------------------------  -----------------------------------------
(Signature)                        (print or type name)


Dated:  ________________________,  19 ________

                                          25
<PAGE>
 


                    THE MERRILL LYNCH TRUST COMPANIES AS TRUSTEE


This Trustee Acceptance and designation of Investment Committee are to be
completed only when a Merrill Lynch Trust Company is appointed as Trustee.


To be completed by the Employer:

                        Designation Of Investment Committee
The Investment Committee for the Plan is (print or type names):
Name: ______________________________________________________________________
Name: ______________________________________________________________________
Name: ______________________________________________________________________
Name: ______________________________________________________________________
Name: ______________________________________________________________________
Name: ______________________________________________________________________


To be completed by Merrill Lynch Trust Company:


                               Acceptance By Trustee:


The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan.  If the Employer has elected a Group
Trust in this Adoption Agreement, the undersigned Trustee(s) shall be the
Trustee(s) of the Group Trust.



SEAL                          MERRILL LYNCH TRUST COMPANY   [------------------]


                                        By:
                                            ________________________________



Dated: _________, 19____

                                          26
<PAGE>
 



              THE MERRILL LYNCH TRUST COMPANIES AS ONE OF THE TRUSTEES

     This Trustee Acceptance is to be completed only if, in addition to a
     Merrill Lynch Trust Companies as Trustee, the Employer appoints an
     additional Trustee of a second trust fund.

     The undersigned hereby accept all of the terms, conditions, and obligations
     of appointment as Trustee under the Plan.  If the Employer has elected a
     Group Trust in this Adoption Agreement, the undersigned Trustee(s) shall be
     the Trustee(s) of the Group Trust.



                                        as TRUSTEE


____________________________________   _____________________________________
          (Signature)                            (print or type name)    

Dated: _______________, 19_________


SEAL           MERRILL LYNCH TRUST COMPANY  [____________________]


                              By:  _________________________________________



Dated: _______________, 19_________




DESIGNATION OF INVESTMENT COMMITTEE

The Investment Committee for the Plan is (print or type names):

Name: ______________________________________________________________________

Name: ______________________________________________________________________

Name: ______________________________________________________________________

Name: ______________________________________________________________________


                                          27

     
<PAGE>





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


                                   MERRILL LYNCH
                                   --------------

                                      SPECIAL

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

                                     PROTOTYPE

                             DEFINED CONTRIBUTION PLAN

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


                  Base Plan Document #03 used in conjunction with:

                   Non-standardized Profit Sharing Plan with CODA
                           Letter Serial Number: D359287b
                        National Office Letter Date: 6/29/93

                    Non-standardized Money Purchase Pension Plan
                           Letter Serial Number: D359288b
                        National Office Letter Date: 6/29/93

                        Non-standardized Profit Sharing Plan
                           Letter Serial Number: D359289b
                        National Office Letter Date: 6/29/93

                        Non-standardized Target Benefit Plan
                           Letter Serial Number: D361009a
                        National Office Letter Date: 6/29/93



  This Prototype Plan and Adoption Agreement are important legal instruments 
 with legal and tax implications for which the Sponsor, Merrill Lynch, Pierce,
  Fenner & Smith, Incorporated, does not assume responsibility.  The Employer 
   is urged to consult with its own attorney with regard to the adoption of 
                  this Plan and its suitability to its circumstances.


<PAGE>


<TABLE>
<CAPTION>

               Internal Revenue Service                                        Department of the Treasury
<S>                                                                            <C>
Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
FFN: 50339816103-004                                                           Washington, DC: 20224
Case: 9201920 EIN: 13-5674085
BPD: 03 Plan: 004 
Letter Serial No: D359287b
                                                                               Person to Contact: Mr. Wolf
            MERRILL LYNCH PIERCE FENNER & SMITH INC
                                                                               Telephone Number: (202) 622-8380

            P O BOX 9038                                                       Refer Reply to: E:EP:Q:1

            PRINCETON, NJ 08543
                                                                               Date: 06/29/93

</TABLE>




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.

                                    Sincerly yours,

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


<PAGE>


                                  TABLE OF CONTENTS

                                ARTICLE I  DEFINITIONS

        1.1  "Account"                                           1
        1.2  "Account Balance"                                   1
        1.3  "ACP Test"                                          1
        1.4  "Actual Deferral Percentage"                        1
        1.5  "Adjustment Factor"                                 1
        1.6  "Administrator"                                     1
        1.7  "Adoption Agreement"                                1
        1.8  "ADP Test                                           1
        1.9  "Affiliate"                                         1
        1.10 "Annuity Contract"                                  1
        1.11 "Average Actual Deferral Percentage"                1
        1.12 "Average Contribution Percentage"                   1
        1.13 "Beneficiary"                                       1
        1.14 "Benefit Commencement Date"                         2
        1.15 "CODA"                                              2
        1.16 "CODA Compensation"                                 2
        1.17 "Code"                                              2
        1.18 "Compensation"                                      2
        1.19 "Contribution Percentage"                           3
        1.20 "Contribution Percentage Amounts"                   3
        1.21 "Defined Benefit Plan"                              3
        1.22 "Defined Contribution Plan"                         3
        1.23 "Disability"                                        3
        1.24 "Early Retirement"                                  3
        1.25 "Early Retirement Date"                             3
        1.26 "Earned Income"                                     3
        1.27 "Elective Deferrals"                                3
        1.28 "Elective Deferrals Account"                        4
        1.29 "Eligible Employee"                                 4
        1.30 "Eligible Participant"                              4
        1.31 "Employee"                                          4
        1.32 "Employee Thrift Contributions"                     4
        1.33 "Employee Thrift Contributions Account"             4
        1.34 "Employer"                                          4
        1.35 "Employer Account"                                  4
        1.36 "Employer Contributions"                            4
        1.37 "Employer Contributions Account"                    4
        1.38 "Employment"                                        4
        1.39 "Entry Date"                                        4
        1.40 "ERISA"                                             4
        1.41 "Excess Aggregate Contributions"                    5
        1.42 "Excess Contributions"                              5
        1.43 "Excess Elective Deferrals"                         5
        1.44 "Family Member"                                     5
        1.45 "401(k) Contributions Accounts"                     5
        1.46 "401(k) Election"                                   5
        1.47 "Fully Vested Separation"                           5
        1.48 "Group Trust"                                       5
        1.49 "Highly Compensated Employee"                       5
        1.50 "Hour of Service"                                   6
        1.51 "Immediately Distributable"                         6
        1.52 "Investment Manager"                                6
        1.53 "Key Employee"                                      6


<PAGE>


                                  TABLE OF CONTENTS

        1.54 "Leased Employee"                                   7
        1.55 "Limitation Year"                                   7
        1.56 "Master or Prototype Plan"                          7
        1.57 "Matching 401(k) Contribution"                      7
        1.58 "Matching 401(k) Contributions Account"             7
        1.59 "Matching Thrift Contributions"                     7
        1.60 "Matching Thrift Contributions Account"             7
        1.61 "Net Profits"                                       7
        1.62 "Nonhighly Compensated Employee"                    7
        1.63 "Nonvested Separation"                              7
        1.64 "Normal Retirement Age"                             7
        1.65 "Owner-Employee"                                    7
        1.66 "Partially Vested Separation"                       8
        1.67 "Participant"                                       8
        1.68 "Participant Contributions Account"                 8
        1.69 "Participant-Directed Assets"                       8
        1.70 "Participant Voluntary Nondeductible 
             Contributions"                                      8
        1.71 "Participant Voluntary Nondeductible 
             Contributions Account"                              8
        1.72 "Participating Affiliate"                           8
        1.73 "Period of Severance                                8
        1.74 "Plan"                                              8
        1.75 "Plan Year"                                         8
        1.76 "Prototype Plan"                                    9
        1.77 "Qualified Joint and Survivor Annuity"              9
        1.78 "Qualified Matching Contributions"                  9
        1.79 "Qualified Matching Contributions Account"          9
        1.80 "Qualified Nonelective Contributions"               9
        1.81 "Qualified Nonelective Contributions Account"       9
        1.82 "Qualified Plan"                                    9
        1.83 "Qualifying Employer Securities"                    9
        1.84 "Rollover Contribution"                             9
        1.85 "Rollover Contributions Account"                    9
        1.86 "Self-Employed Individual"                          9
        l.87 "Social Security Retirement Age"                    9
        1.88 "Sponsor"                                           9
        1.89 "Spouse"                                            9
        1.90 "Surviving Spouse"                                  10
        1.91 "Taxable Wage Base"                                 10
        1.92 "Transferred Account"                               10
        1.93 "Trust"                                             10
        1.94 "Trust Fund"                                        10
        1.95 "Trustee"                                           10
        1.96 "Valuation Date"                                    10
        1.97 "Vesting Service"                                   10
        1.98 "Years of Service"                                  10


                             ARTICLE II  PARTICIPATION 

        2.1  Admission as a Participant                          10
        2.2  Rollover Membership and Trust to Trust Transfer     11
        2.3  Crediting of Service for Eligibility Purposes       11
        2.4  Termination of Participation                        11
        2.5  Limitation for Owner-Employee                       11
        2.6  Corrections with Regard to Participation            12
        2.7  Provision of Information                            12


<PAGE>


                                 TABLE OF CONTENTS

             ARTICLE III  CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

        3.1  Employer Contributions and Allocations              12
        3.2  Participant Voluntary Nondeductible Contributions   13
        3.3  Rollover Contributions and Trust to Trust 
             Transfers                                           13
        3.4  Section  401(k) - Contributions and Account
             Allocations                                         13
        3.5  Matching 401(k) Contributions                       16
        3.6  Thrift Contributions                                18
        3.7  Treatment of Forfeitures                            19
        3.8  Establishing of Accounts                            19
        3.9  Limitation on Amount of Allocations                 19
        3.10 Return of Employer Contributions Under 
             Special Circumstances                               24


                                ARTICLE IV  VESTING

        4.1  Determination of Vesting                            24
        4.2  Rules for Crediting Vesting Service                 24
        4.3  Employer Accounts Forfeitures                       24
        4.4  Top-Heavy Provisions                                25


                       ARTICLE V  AMOUNT AND DISTRIBUTION OF
                          BENEFITS, WITHDRAWALS AND LOANS

        5.1  Distribution Upon Termination of  Employment        27
        5.2  Amount of Benefits Upon a Fully Vested Separation   27
        5.3  Amount of Benefits Upon a Partially 
             Vested Separation                                   27
        5.4  Amount of Benefits Upon a Nonvested Separation      27
        5.5  Amount of Benefits Upon a Separation Due to 
             Disability                                          27
        5.6  Distribution and Restoration                        27
        5.7  Withdrawals During Employment                       28
        5.8  Loans                                               28
        5.9  Hardship Distributions                              30
        5.10 Limitation on Commencement of Benefits              30
        5.11 Distribution Requirements                           30


              ARTICLE VI FORMS OF PAYMENT OF RETIREMENT BENEFITS

        6.1  Methods of Distribution                             34
        6.2  Election of Optional Forms                          35
        6.3  Change in Form of Benefit Payments                  36
        6.4  Direct Rollovers                                    36


                             ARTICLE VII DEATH BENEFITS

        7.1  Payment of Account Balances                         37
        7.2  Beneficiaries                                       37
        7.3  Life Insurance                                      39


                             ARTICLE VIII  FIDUCIARIES

        8.1  Named Fiduciaries                                   40
        8.2  Employment of Advisers                              41
        8.3  Multiple Fiduciary Capacities                       41
        8.4  Indemnification                                     41
        8.5  Payment of Expenses                                 41


<PAGE>


                                 TABLE OF CONTENTS

                          ARTICLE IX PLAN ADMINISTRATION

        9.1   The Administrator                                   41
        9.2   Powers and Duties of the Administrator              41
        9.3   Delegation of Responsibility                        42


                 ARTICLE X TRUSTEE AND INVESTMENT COMMITTEE

        10.1  Appointment of Trustee and Investment Committee     42
        10.2  The Trust Fund                                      42
        10.3  Relationship with Administrator                     42
        10.4  Investment of Assets                                43
        10.5  Investment Direction, Participant-Directed Assets 
              and Qualifying Employer Investments                 44
        10.6  Valuation of Accounts                               45
        10.7  Insurance Contracts                                 46
        10.8  The Investment Manager                              46
        10.9  Powers of Trustee                                   47
        10.10 Accounting and Records                              48
        10.11 Judicial Settlement of Accounts                     48
        10.12 Resignation and Removal of Trustee                  48
        10.13 Group Trust                                         48


                  ARTICLE XI PLAN AMENDMENT OR TERMINATION 

        11.1  Prototype Plan Amendment                            48
        11.2  Plan Amendment                                      49
        11.3  Right of the Employer to Terminate Plan             49
        11.4  Effect of Partial or Complete Termination or 
              Complete Discontinuance of Contributions            50
        11.5  Bankruptcy                                          50

                     ARTICLE XII MISCELLANEOUS PROVISIONS

        12.1  Exclusive Benefit of Participants                   50
        12.2  Plan Not a Contract of Employment                   51
        12.3  Action by Employer                                  51
        12.4  Source of Benefits                                  51
        12.5  Benefits Not Assignable                             51
        12.6  Domestic Relations Orders                           51
        12.7  Claims Procedure                                    51
        12.8  Records and Documents; Errors                       51
        12.9  Benefits Payable to Minors, Incompetents and 
              Others                                              52
        12.10 Plan Merger or Transfer of Assets                   52
        12.11 Participating Affiliates                            52
        12.12 Controlling Law                                     52
        12.13 Singular and Plural and Article and Section
              References                                          52


<PAGE>

                                     ARTICLE I
                                    DEFINITIONS

As used in this Prototype Plan and in each Adoption Agreement, each of the
following terms shall have the meaning for that term set forth in this Article
I:

1.1  Account:  A separate Elective Deferrals Account, Employee Thrift
Contributions Account, Employer Contributions Account, Matching 401(k)
Contributions Account, Matching Thrift Contributions Account, Participant
Voluntary Nondeductible Contributions Account, Qualified Matching Contributions
Account, Qualified Nonelective Contributions Account, Rollover Contribution
Account, and Transferred Account, as the case may be.

1.2  Account Balance:  The value of an Account determined as of the applicable
Valuation Date.

1.3  ACP Test:  The Contribution Percentage test that is set forth in Section
3.5.2 of the Plan.

1.4  Actual Deferral Percentage:  The ratio (expressed as a percentage), of (A)
Elective Deferrals made on behalf of an Eligible Participant for the Plan Year
(including Excess Elective Deferrals of Highly Compensated Employees and, at the
election of the Employer, Qualified Nonelective Contributions and/or Qualified
Matching Contributions), but excluding (1) Excess Elective Deferrals of
Nonhighly Compensated Employees that arise solely from Elective Deferrals made
under the Plan or plans of the Employer or an Affiliate and (2) Elective
Deferrals that are taken into account in the ACP Test (provided the ADP Test is
satisfied with or without the exclusion of such Elective Deferrals) to (B) the
Participant's CODA Compensation for the Plan Year (whether or not the Eligible
Employee was a Participant for the entire Plan Year).  The Actual Deferral
Percentage of an Eligible Participant who would be a Participant but for the
failure to make an Elective Deferral is zero.

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

1.6  Administrator:  The Employer, unless otherwise specified by duly authorized
action by the Employer.

1.7  Adoption Agreement:  The document so designated with respect to this
Prototype Plan that is executed by the Employer, as amended from time to time.

1.8  ADP Test:  The Average Actual Deferral Percentage test set forth in Section
3.4.2(B) of the Plan.

1.9  Affiliate:  Any corporation or unincorporated trade or business (other than
the Employer) while it is:

(A) a member of a "controlled group of corporations" (within the meaning of Code
Section 414(b)) of which the Employer is a member;

(B) a member of any trade or business under "common control" (within the meaning
of Code Section 414(c)) with the Employer;

(C) a member of an "affiliated service group" (as that term is defined in Code
Section 414(m)) which includes the Employer; or

(D) any other entity required to be aggregated with the Employer pursuant to
Code Section 414(o).  With respect to Section 3.9, "Affiliate" status shall be
determined in accordance with Code Section 415(h).

1.10  Annuity Contract:  An individual or group annuity contract issued by an
insurance company providing periodic benefits, whether fixed, variable or both,
the benefits or value of which a Participant or Beneficiary cannot transfer,
sell, assign, discount, or pledge as collateral for a loan or as security for
the performance of an obligation, or for any other purpose, to any person other
than the issuer thereof.  The terms of any annuity contract purchased and
distributed by the Plan to a Participant or Spouse shall comply with the
requirements of this Plan.

1.11  Average Actual Deferral Percentage:  For any group of Eligible
Participants, the average (expressed as a percentage) of the Actual Deferral
Percentages for each of the Eligible Participants in that group, including those
not making Elective Deferrals.

1.12  Average Contribution Percentage:  For any group of Eligible Participants,
the average (expressed as a percentage) of the Contribution Percentages for each
of the Participants in that group, including those on whose behalf Matching
401(k) Contributions and/or Matching Thrift Contributions, if applicable, are
not being made.

1.13  Beneficiary:  A person or persons entitled to receive any payment of
benefits pursuant to Article VII.


<PAGE>


1.14  Benefit Commencement Date:  The first day, determined pursuant to Article
V, for which a Participant or Beneficiary receives or begins to receive payment
in any form of distribution as a result of death, Disability, termination of
Employment, Early Retirement, Plan termination or upon or after Normal
Retirement Age or age 70-1/2.

1.15  CODA:  A cash or deferred arrangement pursuant to Code Section 401(k)
which is part of a profit sharing plan and under which an Eligible Participant
may elect to make Elective Deferrals in accordance with Section 3.4.1.

1.16  CODA Compensation:  Solely for purposes of determining the Actual Deferral
Percentage and the Contribution Percentage, CODA Compensation shall be
Compensation excluding or including "elective contributions" as specified in the
Adoption Agreement.  The preceding sentence shall be effective for Plan Years
beginning on or after January 1, 1989.

1.17  Code:  The Internal Revenue Code of 1986, as
now in effect or as amended from time to time.  A reference to a specific
provision of the Code shall include such provision and any applicable regulation
pertaining thereto.

1.18  Compensation:  For purposes of contributions, Compensation shall be
defined in the Adoption Agreement and Section 3.9.1(H), subject to any
exclusions elected under Section IAA(d) of the Adoption Agreement, Section 3.1.4
and the following modifications:

(A) For a Self-Employed Individual, Compensation means his or her Earned Income,
provided that if the Self-Employed Individual is not a Participant for an entire
Plan Year, his or her Compensation for that Plan Year shall be his or her Earned
Income for that Plan Year multiplied by a fraction the numerator of which is the
number of days he or she is a Participant during the Plan Year and the
denominator of which is the number of days in the Plan Year.

(B) Compensation of each Participant taken into account under this Plan for any
Plan Year beginning after December 21, 1988 shall be limited to the first
$200,000 as adjusted by the Adjustment Factor.  In determining the Compensation
of a Participant for purposes of this limitation, the rule of Code
Section 414(q)(6) shall apply, except in applying such rules, the term "family"
shall include only the Spouse of the Participant and any lineal descendants of
the Participant who have not attained the age of 19 before the close of the
year.  If, as a result of the application of such rules, the adjusted $200,000
limitation is exceeded, (except for purposes of determining the portion of
Compensation up to the Integration Level if this Plan is integrated with Social
Security), the limitation shall be prorated among the affected Participants in
proportion to each such Participant's Compensation as determined under this
Section 1.18 prior to the application of this limitation.  In a manner applied
uniformly to all Eligible Employees, only Compensation during the period in
which the Employee is an Eligible Employee may be taken into account for
purposes of the nondiscrimination tests described in Code Section 401(k) and
401(m).

(C) If Compensation for any prior Plan Year is taken into account in determining
an Employee's contributions or benefits for the current year, the Compensation
for such prior year is subject to the applicable annual compensation limit in
effect for that prior year.  For this purpose, for years beginning before
January 1, l990, the applicable annual compensation limit is $200,000.

(D) In addition to other applicable limitations set forth in the Plan, and not
withstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1,, 1994, the annual compensation of each employee
taken into account under the Plan shall not exceed the OBRA'93 annual
compensation limit.  The OBRA'93 annual compensation 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 compensation is determined
(determination period) beginning in such calendar year.  If a determination
period consists of fewer than 12 months, the OBRA'93 annual compensation 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 limitations under Section 401(a)(17) of the Code shall mean the OBRA'93
annual compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing, in the current Plan year, the
Compensation for that prior determination period is subject to the OBRA'93
annual compensation limit in effect for that prior determination period.  For
this purpose, for prior determination periods beginning before the first day of
the first Plan year beginning on or after January 1, 1994, the OBRA'93
Compensation limit is $150,000.


<PAGE>


1.19  Contribution Percentage:  The ratio (expressed as a percentage) of the
Participant's Contribution Percentage Amounts to the Participant's CODA
Compensation for the Plan Year, whether or not the Eligible Employee was a
Participant for the entire Plan Year.

1.20  Contribution Percentage Amounts shall mean the sum of the:  (A) Matching
401(k) Contributions; (B) Matching Thrift Contributions; (C) Qualified Matching
Contributions (to the extent not taken into account for purposes of the ADP
Test); (D) Employee Thrift Contributions; and (E) Participant Voluntary
Nondeductible Contributions, as applicable, made on behalf of the Participant
for the Plan Year.  Such Contribution Percentage Amounts shall not include
Matching 401(k) 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.  The Employer may include Qualified Nonelective Contributions in
the Contribution Percentage Amounts, as specified in the Adoption Agreement. 
Elective Deferrals may also be used in the Contribution Percentage Amounts so
long as the ADP Test is met before the Elective Deferrals are used in the ACP
Test and continues to be met following the exclusion of those Elective Deferrals
that are used to meet the ACP Test, as specified in the Adoption Agreement.  An
Eligible Participant who does not direct an Elective Deferral or an Employee
Thrift Contribution shall be treated as an Eligible Participant on behalf of
whom no such contributions are made.

1.21  Defined Benefit Plan:  A plan of the type defined in Code Section 414(j)
maintained by the Employer or Affiliate, as applicable.

1.22  Defined Contribution Plan:  A plan of the type defined in Code
Section 414(i) maintained by the Employer or Affiliate, as applicable.

1.23  Disability:  Disability as defined in the Adoption Agreement.  The
permanence and degree of such impairment shall be supported by medical evidence.

1.24  Early Retirement:  An actively employed Participant is eligible for Early
Retirement upon satisfying the requirements set forth in the Adoption Agreement.

1.25  Early Retirement Date:  The Participant's Benefit Commencement Date
following his or her termination of Employment on or after satisfying the
requirements for Early Retirement and prior to Normal Retirement Age.

1.26  Earned Income:  The "net earnings from self-employment" within the meaning
of Code Section 401(c)(2) of a Self-Employed Individual from the trade or
business with respect to which the Plan is established, but only if the personal
services of the Self-Employed Individual are a material income-producing factor
in that trade or business.  Net earnings will be determined without regard to
items not included in gross income and the deductions properly allocable to or
chargeable against such items and are to be reduced by contributions by the
Employer or Affiliate to a Qualified Plan to the extent deductible under Code
Section 404.  Where this Plan refers to Earned Income in the context of a trade
or business other than that with respect to which the Plan is adopted, the term
Earned Income means such net earnings as would be Earned Income as defined above
if that trade or business was the trade or business with respect to which the
Plan is adopted.

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

1.27  Elective Deferrals:  Contributions made to the Plan during the Plan Year
by the Employer, at the election of the Participant, in lieu of cash
compensation and shall include contributions that are made pursuant to a 401(k)
Election.  A Participant's Elective Deferral in any taxable year is the sum of
all Employer and Affiliate contributions pursuant to an election to defer under
any qualified cash or deferred arrangement, any simplified employee pension plan
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
Participant for the purchase of an annuity under Code Section 403(b) pursuant to
a salary reduction agreement.   Such contributions are nonforfeitable when made
and are not distributable under the terms of the Plan to Participants or their
Beneficiaries earlier than the earlier of:

(A) termination from Employment, death or Disability of the Participant;

(B) termination of the Plan without establishment of another Defined
Contribution Plan by the Employer or an Affiliate;

(C) disposition by the Employer or Affiliate to an unrelated corporation of
substantially all of its assets used in a trade or business if such unrelated
corporation continues to maintain this Plan after the disposition but only with
respect to Employees who continue employment with the acquiring unrelated
entity.  The sale of 85% of the assets used in a trade or business will be
deemed a sale of "substantially all" the assets used in a trade or business;

<PAGE>

(D) sale by the Employer or Affiliate to an unrelated entity of its interest in
an Affiliate if such unrelated entity continues to maintain the Plan but only
with respect to Employees who continue employment with such unrelated entity; or

(E) the events specified in Part B, Article VIII of the Adoption Agreement.

Elective Deferrals shall not include any deferrals properly distributed as an
"Excess Amount" pursuant to Section 3.9.2.

1.28  Elective Deferrals Account:  The Account established for a Participant
pursuant to Section 3.8.1.

1.29  Eligible Employee:  Those Employees specified in the Adoption Agreement.

1.30  Eligible Participant:  An Eligible Employee who has met the eligibility
requirements set forth in the Adoption Agreement whether or not he or she makes
Elective Deferrals and/or Employee Thrift Contributions.

1.31  Employee:  A Self-Employed Individual, or any individual who is employed
by the Employer in the trade or business with respect to which the Plan is
adopted and any individual who is employed by an Affiliate.  Each Leased
Employee shall also be treated as an Employee of the recipient Employer.  The
preceding sentence shall not apply, however, to any Leased Employee who is (A)
covered by a money purchase pension plan maintained by the "leasing
organization" referred to in Section 1.54 which provides, with respect to such
Leased Employee, a nonintegrated Employer contribution rate of at least 10% of
Limitation Compensation, but including amounts contributed pursuant to a salary
reduction agreement which are excluded from the Employee's gross income under
Code Section 402(a)(8), Code Section 402(h) or Code Section 403(b), immediate
participation, and full and immediate vesting and (B) such Leased Employees do
not constitute more than 20% of the Employer's and Affiliates' nonhighly
compensated workforce.  For purposes of the Plan, all Employees will be treated
as employed by a single employer.

1.32  Employee Thrift Contributions:  Employee nondeductible contributions which
are required to be eligible for a Matching Thrift Contribution.  Employee Thrift
Contributions do not include Participant Voluntary Nondeductible Contributions.

1.33  Employee Thrift Contributions  Account:  The Account established for a
Participant pursuant to Section 3.8.3.

1.34  Employer:  The sole proprietorship, partnership or corporation that adopts
the Plan by executing the Adoption Agreement.  For all purposes relating to
eligibility, participation, contributions, vesting and allocations, Employer
includes all Participating Affiliates.

1.35  Employer Account:  The Participant's Matching 401(k) Contributions
Account, Matching Thrift Contributions Account, Employer Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account, as the case may be.

1.36  Employer Contributions:  Any contributions made by the Employer for the
Plan Year on behalf of a Participant in accordance with Section 3.1 of the Plan.

1.37  Employer Contributions Account:  The Account established for a Participant
pursuant to Section 3.8.2.

1.38  Employment:  An Employee's employment or self-employment with the
Employer, Affiliate or a "leasing organization" referred to in Section 1.54 or,
to the extent required under Code Section 414(a)(2) or as otherwise specified by
the Administrator on a uniform and nondiscriminatory basis, any predecessor of
any of them.  If any of them maintains a plan of a "predecessor employer"
(within the meaning of Code Section 414(a)(1)) employment or self-employment
with the "predecessor employer" will be treated as Employment.  Additionally, if
the trade or business conducted by a Self-Employed Individual becomes
incorporated, all employment with that trade or business or with any Affiliate
shall be treated as Employment with the Employer.

1.39  Entry Date:  The date on which an Eligible Employee becomes a Participant,
as specified in the Adoption Agreement.

1.40  ERISA:  The Employee Retirement Income Security Act of 1974, as amended
from time to time.  Reference to a specific provision of ERISA shall include
such provision and any applicable regulation pertaining thereto. 


<PAGE>


1.41  Excess Aggregate Contributions:  With respect to any Plan Year, the 
excess of:

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

(B) The maximum Contribution Percentage Amounts permitted by the ACP Test 
(determined by reducing contributions made on behalf of Highly Compensated 
Employees in the 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.

1.42  Excess Contributions:  With respect to any Plan Year, the aggregate 
amount of Elective Deferrals, Qualified Nonelective Contributions and 
Qualified Matching Contributions, if applicable, actually paid over to the 
Trust Fund on behalf of Highly Compensated Employees for such Plan Year, over 
the maximum amount of such contributions permitted by the ADP Test 
(determined by reducing contributions made on behalf of Highly Compensated 
Employees in order of the Actual Deferral Percentages, beginning with the 
highest of such percentages).

1.43  Excess Elective Deferrals:  The amount of Elective Deferrals for a 
Participant's taxable year that are includible in the gross income of the 
Participant to the extent that such Elective Deferrals exceed the Code 
Section 402(g) dollar limitation and which the Participant allocates to this 
Plan pursuant to the procedure set forth in Section 3.4.2.  Excess Elective 
Deferrals shall be treated as an Annual Addition pursuant to Section 3.9, 
unless such amounts are distributed no later than the first April 15th 
following the close of the Participant's taxable year.

1.44  Family Member:  An individual described in Code Section 414(q)(6)(B).

1.45  401(k) Contributions Accounts:  The Participant's Elective Deferral 
Account, Qualified Nonelective Contributions Account, and/or Qualified 
Matching Contributions Account, as the case may be.

1.46  401(k) Election:  The election by a Participant to make Elective 
Deferrals in accordance with Section 3.4.1.

1.47  Fully Vested Separation:  Termination of Employment, by reason other 
than death, of a Participant whose vested percentage in each Employer Account 
is 100%.

1.48  Group Trust:  A Trust Fund consisting of assets of any Plan maintained 
and established by the Employer or an Affiliate pursuant to Section 10.14.

1.49  Highly Compensated Employee:  The term Highly Compensated Employee 
includes highly compensated active Employees and highly compensated former 
employees.

(A) A highly compensated active Employee includes any Employee who performs 
service for the Employer or Affiliate during the Plan Year and who, during 
the look-back year (the twelve-month period immediately preceding the Plan 
Year):

(i)  received Compensation from the Employer or Affiliate in excess of 
$75,000 (as adjusted by the Adjustment Factor);

(ii)  received Compensation from the Employer or Affiliate in excess of 
$50,000 (as adjusted by the Adjustment Factor) and was a member of the 
top-paid group for such year; or

(iii)  was an officer of the Employer or Affiliate and received Compensation 
during such year that is greater than 50% of the Defined Benefit Dollar 
Limitation.

(B) The term Highly Compensated Employee also includes:

(i)  Employees who are both described in the preceding sentence if the term 
"Plan Year" is substituted for the term "look-back year" and the Employee is 
one of the 100 Employees who received the most Compensation from the Employer 
or Affiliate during the Plan Year; and 

(ii)  Employees who are 5% owners at any time during the look-back year or 
Plan Year.

(C) If no officer has received Compensation that is greater than 50% of the 
Defined Benefit Dollar Limitation in effect during either the Plan Year or 
look-back year, the highest paid officer of such year shall be treated as a 
Highly Compensated Employee.

(D)  A highly compensated former employee includes any Employee who 
terminated Employment (or was deemed to have terminated) prior to the Plan 
Year, performs no service for the Employer or Affiliate during the Plan Year, 
and was a highly compensated active employee for either the separation year 
or any Plan Year ending on or after the Employee's 55th birthday.

(E) If an Employee is, during a Plan Year or look-back year, a Family Member 
of either (i) a 5% owner who is an active or former Employee or (ii) a Highly 
Compensated Employee who is one of the ten most 


<PAGE>

highly compensated employees ranked on the basis of Compensation paid by the 
Employer or Affiliate during such year, then the Family Member and the 5% 
owner or top-ten Highly Compensated Employee shall be aggregated.  In such 
case, the Family Member and 5% 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% owner or top-ten Highly 
Compensated Employee.  For purposes of this section, Family Member includes 
the Spouse, lineal ascendants and descendants of the Employee or former 
employee and the spouses of such lineal ascendants and descendants.

(F) 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).

1.50  Hour of Service:  If the Employer elects in the Adoption Agreement the 
hourly record method, an Hour of Service shall include:

(A) Each hour for which an Employee is paid, or entitled to payment, by the 
Employer or an Affiliate for the performance of duties for the Employer or an 
Affiliate.  These hours will be credited to the Employee for each Plan Year 
in which the duties are performed, or with respect to eligibility under 
Article II, the applicable computation period under the definition of Year of 
Service in which the duties are performed;

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

(C) Each hour for which back pay, irrespective of mitigation of damages, is 
either awarded or agreed to by the Employer or an Affiliate.  The same Hours 
of Service will not be credited both under subparagraph (A) or subparagraph 
(B), as the case may be, and under this subparagraph (C).  These hours will 
be credited to the Employee for the Year of Service or other computation 
period to which the award or agreement pertains rather than the Year of 
Service or other computation period in which the award, agreement or payment 
is made.

If the Employer elects in the Adoption Agreement the elapsed time method, an 
Hour of Service is an hour for which an Employee is paid, or entitled to 
payment, for the performance of duties for the Employer or an Affiliate.

With respect to both the hourly record method and the elapsed time method, in 
addition to service with an Affiliate, Hours of Service will also be credited 
for any individual considered an Employee for purposes of this Plan under 
Code Section 414(n).

1.51  Immediately Distributable:  A Participant's Account is Immediately 
Distributable if any part of such Account could be distributed to the 
Participant or Participant's Surviving Spouse before the Participant attains 
(or would have attained if not deceased) the later of Normal Retirement Age 
or age 62.

1.52  Investment Manager:  Any person appointed by the Trustee or, with 
respect to Participant-Directed Assets, by the Participant or Beneficiary 
having the power to direct the investment of such assets, to serve as such in 
accordance with Section 10.8.

1.53  Key Employee:  Any Employee or former Employee (and the beneficiaries 
of such Employee) who at any time during the "determination period" was (A) 
an officer of the Employer or Affiliate, having an annual Compensation 
greater than 50% of the Defined Benefit Dollar Limitation for any Plan Year 
within the "determination period"; (B) an owner (or considered an owner under 
Code Section 318) of one of the ten largest interests in the Employer or 
Affiliate if such individual's Compensation exceeds 100% of the dollar 
limitation under Code Section 415(c)(1)(A); (C) a "5% owner" (as defined in 
Code Section 416(i)) of the Employer or Affiliate; or (D) a "1% owner" (as 
defined in Code Section 416(i)) of the Employer or Affiliate who has an 
annual Compensation of more than $150,000. Annual Compensation means 
compensation as defined in Code Section 415(c)(3), but including amounts 
contributed by the Employer pursuant to a salary reduction agreement which 
are excludible from the Employee's gross income under Code Section 125, Code 
Section 402(a)(8), Code Section 402(h) or Code Section 403(b).  The 
"determination period" is the Plan Year containing the "determination date" 
and the four preceding Plan Years.  The "determination date" for the first 
Plan Year is the last day of that Plan Year, and for any subsequent Plan Year 
is the last day of the preceding Plan Year.  The determination of who is a 
Key Employee will be made in accordance with Code Section 416(i).


<PAGE>

1.54  Leased Employee:  Any individual (other than an Employee of the 
recipient Employer or Affiliate) who, pursuant to an agreement between the 
Employer or Affiliate and any other person (the "leasing organization") has 
performed services for the Employer (or for the Employer or Affiliate 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, which 
services are of a type historically performed, in the business field of the 
recipient Employer or Affiliate, by employees.  Contributions or benefits 
provided a Leased Employee by the leasing organization which are attributable 
to services performed for the recipient Employer or Affiliate shall be 
treated as provided by the recipient Employer.

1.55  Limitation Year:  The Limitation Year as specified in the Adoption 
Agreement.  All Qualified Plans maintained by the Employer must use the same 
Limitation Year.  If the Limitation Year is amended to a different 
12-consecutive month period, the new Limitation Year must begin on a date 
within the Limitation Year in which the amendment is made.

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

1.57  Matching 401(k) Contribution:  Any contribution made by the Employer to 
this and/or any other Defined Contribution Plan for the Plan Year, by reason 
of the Participant's 401(k) Election, and allocated to a Participant's 
Matching 401(k) Contributions Account or to a comparable account in another 
Defined Contribution Plan.  Matching 401(k) Contributions are subject to the 
distribution provisions applicable to Employer Accounts in the Plan.

1.58  Matching 401(k) Contributions  Account:  The Account established for a 
Participant pursuant to Section 3.8.4.

1.59  Matching Thrift Contributions:  Any contribution made by the Employer 
for the Plan Year by reason of Employee Thrift Contributions.  Matching 
Thrift Contributions shall be subject to the distribution provisions 
applicable to Employer Accounts in the Plan.

1.60  Matching Thrift Contributions  Account:  The Account established for a 
Participant pursuant to Section 3.8.5.

1.61  Net Profits:  The current and accumulated profits of the Employer from 
the trade or business of the Employer with respect to which the Plan is 
established, as determined by the Employer before deductions for federal, 
state and local taxes on income and before contributions under the Plan or 
any other Qualified Plan.

1.62  Nonhighly Compensated Employee:  An Employee of the Employer who is 
neither a Highly Compensated Employee nor a Family Member.

1.63  Nonvested Separation:  Termination of Employment of a Participant whose 
vested percentage in each Employer Account is 0%.

1.64  Normal Retirement Age:  The age specified in the Adoption Agreement. 
Notwithstanding the Employer's election in the Adoption Agreement, if, for 
Plan Years beginning before January 1, 1988, Normal Retirement Age was 
determined with reference to the anniversary of the participation 
commencement date (more than 5 but not to exceed 10 years), the anniversary 
date for Participants who first commenced participation under the Plan before 
the first Plan Year beginning on or after January 1, 1988, shall be the 
earlier of (A) the tenth anniversary of the date the Participant commenced 
participation in the Plan (or such anniversary as had been elected by the 
Employer, if less than 10) or (B) the fifth anniversary of the first day of 
the first Plan Year beginning on or after January 1, 1988.

1.65  Owner-Employee:  An individual who is a sole proprietor, if the 
Employer is a sole proprietorship, or if the Employer is a partnership, a 
partner owning more than 10% of either the capital interest or the profits 
interest in the Employer; provided that where this Plan refers to an 
Owner-Employee in the context of a trade or business other than the trade or 
business with respect to which the Plan is adopted, the term Owner-Employee 
means a person who would be an Owner-Employer as defined above if that other 
trade or business was the Employer.


<PAGE>
 
1.66  Partially Vested Separation:  Termination of Employment of a 
Participant whose vested percentage in any Employer Account is less than 100% 
but greater than 0%.

1.67  Participant:  An Employee who has commenced, but not terminated, 
participation in the Plan as provided in Article II.

1.68  Participant Contributions Account:  The Participant's Participant 
Voluntary Nondeductible Contributions Account and/or Employee Thrift 
Contributions Account, as the case may be.

1.69  Participant-Directed Assets:  The assets of an Account which are 
invested, as described in Section 10.5.1, according to the direction of the 
Participant or the Participant's Beneficiary, as the case may be, in either 
individually selected investments or in commingled funds or in shares of 
regulated investment companies.

1.70  Participant Voluntary Nondeductible  Contributions:  Any voluntary 
nondeductible contributions made in cash by a Participant to this Plan other 
than Employee Thrift Contributions.

1.71  Participant Voluntary Nondeductible  Contributions Account:  The 
Account established for a Participant pursuant to Section 3.8.6.

1.72  Participating Affiliate:  Any Affiliate or any other employer 
designated as such by the Employer, and, by duly authorized action, that has 
adopted the Plan with the consent of the Employer and has not withdrawn 
therefrom.

1.73  Period of Severance:  For purposes of the hourly records method, a 
Period of Severance is a period equal to the number of consecutive Plan Years 
or, with respect to eligibility, the applicable computation period under the 
definition of Year of Service, in which an Employee has 500 Hours of Service 
or less.  The Period of Severance shall be determined on the basis of Hours 
of Service and shall commence with the first Plan Year in which the Employee 
has 500 Hours of Service or less.  With respect to any period of absence 
during which a Period of Severance does not commence, the Participant shall 
be credited with the Hours of Service (up to a maximum of 501 Hours of 
Service in a Plan Year) which would otherwise have been credited to him or 
her but for such absence, or if such Hours of Service cannot be determined, 8 
Hours of Service for each day of absence.

For purposes of the elapsed time method, a Period of Severance is a 
continuous period of at least 12-consecutive months during which an 
individual's Employment is not continuing, beginning on the date an Employee 
retires, quits or is discharged or, if earlier, the first 12-month 
anniversary of the date that the individual is otherwise first absent from 
service (with or without pay) for any other reason, and ending on the date 
the individual again performs an Hour of Service.

Anything in the definition thereof to the contrary notwithstanding, a Period 
of Severance shall not commence if the Participant is:

(A) On an authorized leave of absence in accordance with standard personnel 
policies applied in a nondiscriminatory manner to all Employees similarly 
situated and returns to active Employment by the Employer 

or Affiliate immediately upon the expiration of such leave of absence;

(B) On a military leave while such Employee's re-employment rights are 
protected by law and returns to active Employment within ninety days after 
his or her discharge or release (or such longer period as may be prescribed 
by law); or

(C) Absent from work by reason of (i) the pregnancy of the Employee, (ii) the 
birth of a child of the Employee, or (iii) the placement of a child with the 
Employment in connection with the adoption of such child by such Employee, or 
(iv) the care of such child for a period beginning immediately following such 
birth or placement.  In determining when such a Participant's Period of 
Severance begins, the Participant will be credited with (i) for purposes of 
the elapsed time method, the 12-consecutive month period beginning on the 
first anniversary of the first date of such absence; or (ii) for purposes of 
the hourly records method, the Hours of Service he or she would normally have 
had but for such absence, or if such Hours cannot be determined, eight Hours 
of Service for each day of such absence; provided, however, that such Hours 
of Service shall not exceed 501 and shall be credited only in the year in 
which such absence began if such crediting would prevent the Participant from 
incurring a Period of Severance in that year, or in any other case, shall be 
credited in the immediately following year.

1.74  Plan:  The plan established by the Employer in the form of this 
Prototype Plan and the applicable Adoption Agreement executed by the 
Employer.  The Plan shall have the name specified in the Adoption Agreement.

1.75  Plan Year:  Each 12-consecutive month period ending on the date 
specified in the Adoption Agreement, during any part of which the Plan is in 
effect.


<PAGE>

1.76  Prototype Plan:  The Merrill Lynch Special Prototype Defined 
Contribution Plan set forth in this document, as amended or restated from 
time to time.

1.77  Qualified Joint and Survivor Annuity:  An immediate annuity for the 
life of Participant with a survivor annuity continuing after the 
Participant's death to the Participant's Surviving Spouse for the Surviving 
Spouse's life in an amount equal to 50% of the amount of the annuity payable 
during the joint lives of the Participant and such Surviving Spouse and which 
is the actuarial equivalent of a single life annuity which could be provided 
for the Participant under an Annuity Contract purchased with the aggregate 
vested Account Balances of the Participant's Accounts at the Benefit 
Commencement Date.

1.78  Qualified Matching Contributions:  Matching Contributions which, 
pursuant to the election made by the Employer, and in accordance with Code 
Section 401(m), are nonforfeitable when made and subject to the limitation on 
distribution set forth in the definition of Qualified Nonelective 
Contributions.

1.79  Qualified Matching Contributions  Account:  The Account established for 
a Participant pursuant to Section 3.8.7.

1.80  Qualified Nonelective Contributions:  Contributions (other than 
Matching 401(k) Contributions, Qualified Matching 401(k) Contributions or 
Elective Deferrals), if any, made by the Employer which the Participant may 
not elect to receive in cash until distributed from the Plan, which are 
nonforfeitable when made, and which are not distributable under the terms of 
the Plan to Participants or their Beneficiaries earlier than the earlier of:

(A) termination of Employment, death, or Disability of the Participant;

(B) attainment of the age 59-1/2 by the Participant;

(C) termination of the Plan without establishment of another Defined 
Contribution Plan by the Employer or an Affiliate;

(D) disposition by the Employer or Participating Affiliate to an unrelated 
corporation of substantially all of its assets used in a trade or business if 
such unrelated corporation continues to maintain this Plan after the 
disposition but only with respect to Employees who continue employment with 
the acquiring unrelated entity.  The sale of 85% of the assets used in a 
trade or business will be deemed a sale of "substantially all" the assets 
used in a trade or business;

(E) sale by the Employer to an unrelated entity of its interest in an 
Affiliate if such unrelated entity continues to maintain the Plan but only 
with respect to Employees who continue employment with such unrelated entity; 
and

(F) effective for Plan Years beginning before January 1, 1989, upon the 
hardship of the Participant.

1.81  Qualified Nonelective Contributions  Account:  The Account established 
for a Participant pursuant to Section 3.8.7.

1.82  Qualified Plan:  A Defined Benefit Plan or Defined Contribution Plan.

1.83  Qualifying Employer Securities:  Employer securities, as that term is 
defined in ERISA Section 407(d)(5).

1.84  Rollover Contribution:  A contribution described in Section 3.4.

1.85  Rollover Contributions Account:  The Account established for a 
Participant pursuant to Section 3.8.9.

1.86  Self-Employed Individual:  An individual who has Earned Income for the 
Plan Year involved from the trade or business for which the Plan is 
established, or who would have had such Earned Income but for the fact that 
the trade or business with respect to which the Plan is established had no 
Net Profits for that Plan Year.

1.87  Social Security Retirement Age:  Age 65 in the case of a Participant 
attaining age 62 before January 1, 2000 (i.e., born before January 1, 1938), 
age 66 for a Participant attaining age 62 after December 31, 1999, and before 
January 1, 2017 (i.e., born after December 31, 1937, but before January 1, 
1955), and age 67 for a Participant attaining age 62 after December 31, 2016 
(i.e., born after December 31, 1954).

1.88  Sponsor:  The mass submitter, Merrill Lynch, Pierce, Fenner & Smith 
Incorporated and any successor thereto, and any other qualifying sponsoring 
organization who sponsors with the consent of the mass submitter, the 
Prototype Plan and makes the Prototype Plan available for adoption by 
Employers.

1.89  Spouse:  The person married to a Participant, provided that a former 
spouse will be treated as the Spouse to the extent provided under a 
"qualified domestic relations order" (or a "domestic relations order" treated 
as such) as referred to in Section 12.6.


<PAGE>

1.90  Surviving Spouse:  The person married to a Participant on the earliest 
of:

(A) the date of the Participant's death;
(B) the Participant's Benefit Commencement Date; or
(C) the date on which an Annuity Contract is purchased for the Participant
providing benefits under the Plan;

Anything contained herein to the contrary notwithstanding, a former spouse 
will be treated as the Surviving Spouse to the extent provided under a 
"qualified domestic relations order" (or a "domestic relations order" treated 
as such) as referred to in Section 12.6.

1.91  Taxable Wage Base:  The maximum amount of earnings which may be 
considered "wages" for the Plan Year involved under Code Section 3121(a)(1).

1.92  Transferred Account:  The Account established for a Participant 
pursuant to Section 3.8.10.

1.93  Trust:  The trust established under the Plan to which Plan 
contributions are made and in which Plan assets are held.

1.94  Trust Fund:  The assets of the Trust held by or in the name of the 
Trustee.

1.95  Trustee:  The person appointed as Trustee pursuant to Article X and any 
successor Trustee.

1.96  Valuation Date:  The last business day of each Plan Year, the date 
specified in the Adoption Agreement or determined pursuant to Section 10.6, 
if applicable, and each other date as may be determined by the Administrator.

1.97  Vesting Service:  The Years of Service credited to a Participant under 
Article IV for purposes of determining the Participant's vested percentage in 
any Employer Account established for the Participant.

1.98  Years of Service:  If the Employer elects the hourly records method in 
the Adoption Agreement, an Employee shall be credited with one Year of 
Service for each Plan Year in which he or she has 1,000 Hours of Service.  
Solely for purposes of eligibility to participate, an Employee shall be 
credited with a Year of Service on the last day of the 12-consecutive month 
period which begins on the first day on which he or she has an Hour of 
Service, if he or she has at least 1,000 Hours of Service in that period.  If 
an Employee fails to be credited with a Year of Service on such date, he or 
she shall be credited with a Year of Service on the last day of each 
succeeding 12-consecutive month period.

If the Employer elects the elapsed time method in the Adoption Agreement, the 
Employee's Years of Service shall be a span of service equal to the sum of:

(A) the period commencing on the date the Employee first performs an Hour of 
Service and ending on the date he or she quits, retires, is discharged, dies, 
or if earlier, the 12-month anniversary of the date on which the Employee was 
otherwise first absent from service (with or without pay) for any other 
reason; and

(B) (i)  if the Employee quits, retires, or is discharged, the period 
commencing on the date the Employee terminated his or her Employment and 
ending on the first date on which he or she again performs an Hour of 
Service, if such date is within 12 months of the date on which he or she last 
performed an Hour of Service; or

(ii)  if the Employee is absent from work for any other reason and, within 12 
months of the first day of such absence, the Employee quits, retires or is 
discharged, the period commencing on the first day of such absence and ending 
on the first day he or she again performs an Hour of Service if such day is 
within 12 months of the date his or her absence began.

With respect to both the elapsed time method and the hourly record method, 
service with a predecessor employer, determined in the manner in which the 
rules of this Plan would have credited such service had the Participant 
earned such service under the terms of this Plan, may be included in Years of 
Service, as specified in the Adoption Agreement.

                             ARTICLE II   PARTICIPATION

2.1  Admission as a Participant

2.1.1  An Eligible Employee shall become a Participant on the Entry Date 
coincident with or next following the date on which he or she meets the 
eligibility requirements specified in the Adoption Agreement; provided, 
however that

(A) an Eligible Employee who has met the eligibility requirements as of the 
first day of the Plan Year in which the Plan is adopted as a new Plan shall 
become a Participant as of such date;

(B) an Eligible Employee who had met the eligibility requirements of a plan 
that is restated and/or amended to become this Plan shall become a 
Participant as of the date this Plan is adopted; and


<PAGE>

(C) if selected in the Adoption Agreement, an Eligible Employee shall become 
a Participant on the effective date of the Plan providing he or she is an 
Eligible Employee on such date.

2.1.2  An Employee who did not become a Participant on the Entry Date 
coincident with or next following the day on which he or she met the 
eligibility requirements because he or she was not then an Eligible Employee 
shall become a Participant on the first day on which he or she again becomes 
an Eligible Employee unless determined otherwise in accordance with Section 
2.3.1 of the Plan.

2.1.3  If the Plan includes a CODA or thrift feature, in addition to the 
participation requirements set forth in Section 2.1.1, an Eligible Employee 
shall become a Participant upon filing his or her 401(k) Election or election 
to make Employee Thrift Contributions with the Administrator.  An election 
shall not be required if the Employer has elected to make contributions to an 
Employer Account and/or Qualified Nonelective Contributions with respect to 
all Eligible Participants.

2.1.4  An individual who has ceased to be a Participant and who again becomes 
an Eligible Employee shall become a Participant immediately upon reemployment 
as an Eligible Employee unless determined otherwise in accordance with 
Section 2.3.1 of the Plan.

2.2  Rollover Membership and Trust to Trust Transfer

An Eligible Employee who makes a Rollover Contribution or a trust to trust 
transfer shall become a Participant as of the date of such contribution or 
transfer even if he or she had not previously become a Participant.  Such an 
Eligible Employee shall be a Participant only for the purposes of such 
Rollover Contribution or transfer and shall not be eligible to share in 
contributions made by the Employer until he or she has become a Participant 
in accordance with Section 2.1.

2.3  Crediting of Service for Eligibility Purposes

2.3.1  For purposes of eligibility to participate, an Eligible Employee or 
Participant without any vested interest in any Employer Account and without 
an Elective Deferrals Account who terminates Employment shall lose credit for 
his or her Years of Service prior to such termination of Employment if his or 
her Period of Severance equals or exceeds five years or, if greater, the 
aggregate number of Years of Service.

2.3.2.  For purposes of eligibility to participate, a Participant who has a 
vested interest in any Employer Account and who terminates Employment shall 
retain credit for his or her Years of Service prior to such termination of 
Employment without regard to the length of his or her Period of Severance.  
In the event such Participant returns to Employment, he or she shall 
participate immediately.

2.3.3  A former Eligible Employee who was not a Participant who again becomes 
an Eligible Employee with no Years of Service to his or her credit shall be 
treated as a new Employee.

2.4  Termination of Participation

A Participant shall cease to be a Participant:

(A)  upon his or her death;

(B)  upon the payment to him or her of all nonforfeitable benefits due to him 
or her under the Plan, whether directly or by the purchase of an Annuity 
Contract; or

(C)  upon his or her Nonvested Separation.

2.5  Limitation for Owner-Employee

2.5.1  If the Plan provides contributions or benefits for one or more 
Owner-Employees who control the trade or business for which this Plan is 
established and who also control as an Owner-Employee or as Owner-Employees 
one or more other trades or businesses, this Plan and the plan established 
for each such other trade or business must, when looked at as a single plan, 
satisfy the requirements of Code Sections 401(a) and (d) with respect to the 
employees of this and all of such other trades or businesses.

2.5.2  If the Plan provides contributions or benefits for one or more 
Owner-Employees who control as an Owner-Employee or as Owner-Employees one or 
more other trades or businesses, the employees of the other trades or 
businesses must be included in a plan which satisfies the requirements of 
Code Sections 401(a) and (d) and which provides contributions and benefits 
for the employees of such other trades or businesses not less favorable than 
the contributions and benefits provided for Owner-Employees under this Plan.

2.5.3  If an individual is covered as an Owner-Employee under the plans of 
two or more trades or businesses which are not controlled and the individual 
controls a trade or business, then the contributions or benefits of the 
employees under the plan of the trades or businesses which are controlled 
must be as favorable as those provided for such individual under the most 
favorable plan of the trade or business which is not controlled.


<PAGE>

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

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

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

For purposes of the preceding sentence, an Owner-Employee, or two or more 
Owner-Employees, shall be treated as owning any interest in a partnership 
which is owned, directly or indirectly, by a partnership which such 
Owner-Employee, or such two or more Owner-Employees, are considered to 
control within the meaning of the preceding sentence.

2.6  Corrections with Regard to Participation

2.6.1  If in any Plan Year an Eligible Employee who should be included as a 
Participant in the Plan is erroneously omitted and discovery of such omission 
is not made until after a contribution by the Employer for the year has been 
made, the Employer shall make a subsequent contribution with respect to the 
omitted Eligible Employee in the amount which would have contributed with 
respect to such Eligible Employee had he or she not been omitted.  Such 
contribution shall be made whether or not it is deductible in whole or in 
part in any taxable year under applicable provisions of the Code.  It shall 
be the responsibility of the Employer and Administrator to take any and all 
actions as required by this Section 2.6.1.

2.6.2  If in any Plan Year any person who should not have been included as a 
Participant in the Plan is erroneously included and discovery of such 
incorrect inclusion is not made until after a contribution for the year has 
been made, the amount contributed on behalf of such ineligible person shall 
constitute a forfeiture for the Plan Year in which the discovery is made.  It 
shall be the responsibility of the Employer and Administrator to take any and 
all actions as required by this Section 2.6.2.

2.7  Provision of Information

Each Employee shall execute such forms as may reasonably be required by the 
Administrator, and shall make available to the Administrator any information 
the Administrator may reasonably request in this regard.  By virtue of his or 
her participation in this Plan, an Employee agrees, on his or her own behalf 
and on behalf of all persons who may have or claim any right by reason of the 
Employee's participation in the Plan, to be bound by all provisions of the 
Plan.

                                    ARTICLE III

                       CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

3.1  Employer Contributions and Allocations

3.1.1  If the Plan is a profit-sharing plan, the Employer will contribute 
cash and/or Qualifying Employer Securities to the Trust Fund, in such amount, 
if any, as specified in the Adoption Agreement and with respect to Qualifying 
Employer Securities as is consistent with Sections 10.4.2 and 10.4.3.  If the 
Plan is a profit-sharing plan, Net Profits may be necessary for an Employer 
to make contributions, as specified in the Adoption Agreement.  Employer 
Contributions for a Plan Year will be allocated no later than the last day of 
the Plan Year to the Employer Contributions Account of Participants eligible 
for an allocation in the manner specified in the Adoption Agreement.  A 
not-for-profit corporation may adopt a profit-sharing plan as an incentive 
plan; provided, however, that such a plan may not contain a CODA feature 
unless otherwise permitted by law.

3.1.2  If the Plan is a money purchase pension plan, the Employer will 
contribute cash to the Trust Fund in an amount equal to that percentage of 
the Compensation of each Participant eligible for an allocation of Employer 
contributions for that Plan Year as specified in the Adoption Agreement. 
Employer Contributions for the Plan Year will be allocated as of the last day 
of the Plan Year to the Employer Contributions Accounts of Participants 
eligible for an allocation and entitled to share in such contributions in the 
manner specified in the Adoption Agreement.

3.1.3  If the Plan is a target benefit plan, the Employer will contribute 
cash to the Trust Fund in an amount specified in the Adoption Agreement.  The 
amount contributed with respect to the targeted benefit of each Participant 
eligible for an allocation for that Plan Year will be allocated as of the 
last day of the Plan Year to the Participant's Employer Contributions Account 
in the manner specified in the Adoption Agreement.

3.1.4  If the Employer elects in the Adoption Agreement to make contributions 
on behalf of a Participant whose Employment terminated due to Disability, 
"Compensation" shall mean, with respect to 


<PAGE>

such Participant, the Compensation he or she would have received for the 
entire calendar year in which the Disability occurred if he or she had been 
paid for such year at the rate at which he or she was being paid immediately 
prior to such Disability.  Employer Contributions may be taken into account 
only if the Participant is a Nonhighly Compensated Employee and contributions 
made on his or her behalf are nonforfeitable.

3.1.5  If an Employer has adopted more than one Adoption Agreement, or has 
adopted a plan pursuant to the Merrill Lynch Special Prototype Defined 
Benefit Plan and Trust, only one Adoption Agreement may be integrated with 
Social Security.

3.1.6  For purposes of the Plan, contributions provided by the "leasing 
organization" referred to in Section 1.37 of a Leased Employee which are 
attributable to services performed for the Employer shall be treated as 
provided by the Employer.

3.2  Participant Voluntary Nondeductible Contributions

3.2.1  If elected by the Employer in the Adoption Agreement, each Participant 
while actively employed may make Participant Voluntary Nondeductible 
Contributions in cash in a dollar amount or a percentage of Compensation 
which does not, when included in the Contribution Percentage Amount, exceed 
the limitations set forth in Code Section 401(m).

3.2.2  Participant Voluntary Nondeductible Contributions shall be made in 
accordance with rules and procedures adopted by the Administrator.

3.3  Rollover Contributions and Trust to Trust Transfers

3.3.1  Any Eligible Employee or Participant may make a Rollover  Contribution 
under the Plan.  A Rollover Contribution shall be in cash or in other 
property acceptable to the Trustee and shall be a contribution attributable 
to (a) a "qualified total distribution" (as defined in Code Section 
402(a)(5)), distributed to the contributing Employee under Code Section 
402(a)(5) from a Qualified Plan or distributed to the Employee under Code 
Section 403(a)(4) from an "employee annuity" or referred to in that section, 
or (b) a payout or distribution to the Employee referred to in Code Section 
408(d)(3) from an "individual retirement account" or an "individual 
retirement annuity" described, respectively, in Code Section 408(a) or 
Section 408(b) consisting exclusively of amounts attributable to "qualified 
total distributions" (as defined in Code Section 402(a)(5)) from a Qualified 
Plan.  The Plan shall not accept a Rollover Contribution attributable to any 
accumulated deductible employee contributions as defined by Code Section 
72(o)(5)(B).  The Trustee may condition acceptance of a Rollover Contribution 
upon receipt of such documents as it may require.  In the event that an 
Employee makes a contribution pursuant to this Section 3.3 intended to be a 
Rollover Contribution but which did not qualify as a Rollover Contribution, 
the Trustee shall distribute to the Employee as soon as practicable after 
that conclusion is reached the entire Account balance in his or her Rollover 
Contributions Account deriving from such contributions determined as of the 
valuation date coincident with or immediately preceding such discovery.

3.3.2  Any Eligible Employee or Participant may direct the Administrator to 
direct the Trustee to accept a transfer to the Trust Fund from another trust 
established pursuant to another Qualified Plan of all or any part of the 
assets held in such other trust.  The Plan shall not accept a direct transfer 
attributable to accumulated deductible employee contributions as defined by 
Code Section 72(o)(5)(B).  The Trustee may condition acceptance of such a 
trust to trust transfer upon receipt of such documents as it may require.

3.4  Section 401(k) Contributions and Account Allocations

3.4.1  Elective Deferrals

(A)  Amount of Elective Deferrals

Subject to the limitations contained in Section 3.4.2, the Employer will 
contribute cash to the Trust Fund in an amount equal to:

(i)  as specified on the Participant's 401(k) Election form, the specific 
dollar amount, or the deferral percentage multiplied by each such 
Participant's Compensation; or

(ii)  a bonus contribution made pursuant to Section 3.4.1(C).

(B) The amount elected by a Participant pursuant to a 401(k) Election shall 
be determined within the limits specified in the Adoption Agreement.  The 
401(k) Election shall be made on a form provided by the Administrator but no 
election shall be effective prior to approval by the Administrator.  The 
Administrator may reduce the amount of any 401(k) Election, or make such 
other modifications as necessary, so that the Plan complies with the 
provisions of the Code.  A Participant's 401(k) Election shall remain in 
effect until modified or terminated.  Modification or termination of a 401(k) 
Election shall be made at such time as specified in the Adoption Agreement.

(C) If elected by the Employer in the Adoption Agreement, an Eligible 
Employee may make a 401(k) Election to have an amount withheld up to the 
amount 


<PAGE>

of any bonus payable for such Plan Year and direct the Employer to contribute
the amount so withheld to his or her Elective Deferrals Account.

3.4.2  Limitation on Elective Deferrals

(A)  Maximum Amount of Elective Deferrals  and Distribution of Excess 
Elective Deferrals

(i)  No Participant shall be permitted to have Elective  Deferrals made under 
this Plan, or any other Qualified Plan maintained by the Employer, during any 
Plan Year in excess of the dollar limitation contained in Code Section 402(g) 
in effect at the beginning of the Participant's taxable year. (ii)  
Notwithstanding any other provision of the Plan, Excess Elective Deferrals 
made to this Plan or assigned to this Plan, plus any income and minus any 
loss allocable thereto, shall be distributed no later than April 15, 1988, 
and each April 15 thereafter, to Participants to whose accounts Excess 
Elective Deferrals were designated for the preceding Plan Year and who claim 
Excess Elective Deferrals for such taxable year.  Excess Elective Deferrals 
shall be treated as Annual Additions.

(iii)  Claims.  A Participant may designate to this Plan any amount of his or 
her Elective Deferrals as Excess Elective Deferrals during his or her taxable 
year.  A Participant's claim shall be in writing, shall be submitted to the 
Administrator no later than March 1, shall specify the Participant's Excess 
Elective Deferral for the preceding Plan Year, and shall be accompanied by 
the Participant's written statement that if such amounts are not distributed, 
such Excess Elective Deferral, when added to amounts deferred under other 
plans or arrangements described in Code Section 401(k), Code Section 408(k), 
Code Section 403(b) or Code Section 457, exceeds the limit imposed on the 
Participant by Code Section 402(g) for the year in which the deferral 
occurred.  A Participant is deemed to notify the Administrator of any Excess 
Elective Deferrals that arise by taking into account only those Elective 
Deferrals made to this Plan and any other plans of the Employer or an 
Affiliate.

(iv)  Determination of Income or Loss.  Excess Elective Deferrals shall be 
adjusted for income or loss up to the date of distribution.  The income or 
loss allocable to Participant's Excess Elective Deferrals is the sum of:  (1) 
the income or loss allocable to the Participant's Elective Deferrals Account 
for the Participant's taxable year multiplied by a fraction, the numerator of 
which is the Participant's Excess Elective Deferrals for the Participant's 
taxable year and the denominator of which is the Account Balance of the 
Participant's Elective Deferrals Account without regard to any income or loss 
occurring during such taxable year; and (2) ten percent of the amount 
determined under (1) multiplied by the number of whole calendar months 
between the end of the Participant's taxable year and the date of 
distribution, counting the month of distribution if distribution occurs after 
the 15th of such month.

Anything in the preceding paragraph of this Section 3.4.2(A)(iv) to the 
contrary notwithstanding, any reasonable method for computing the income or 
loss allocable to Excess Elective Deferrals may be used, provided that such 
method is used consistently for all Participants and for all corrective 
distributions under the Plan, and is used by the Plan for allocating income 
or loss to Participants' Accounts.  Income or loss allocable to the period 
between the end of the taxable year and the date of distribution may be 
disregarded in determining income or loss.

(B) ADP Test

The Average Actual Deferral Percentage for Highly Compensated  Employees for 
each Plan Year and the Average Actual Deferral Percentage for Nonhighly 
Compensated Employees for the same Plan Year must satisfy one of the 
following tests:

(i)  The Average Actual Deferral Percentage for Eligible Participants who are 
Highly Compensated Employees for the Plan Year shall not exceed the Average 
Actual Deferral Percentage for Eligible Participants who are Nonhighly 
Compensated Employees for the Plan Year multiplied by 1.25; or

(ii)  The Average Actual Deferral Percentage for Eligible Participants who 
are Highly Compensated Employees for the Plan Year shall not exceed the 
Average Actual Deferral Percentage for Eligible Participants who are 
Nonhighly Compensated Employees for the Plan Year multiplied by 2.0; provided 
that the Average Actual Deferral Percentage for Eligible Participants who are 
Highly Compensated Employees does not exceed the Average Actual Deferral 
Percentage for Participants who are Nonhighly Compensated Employees by more 
than two percentage points.


<PAGE>


(C)  Special Actual Deferral Percentage  Rules

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

(ii)  In the event that this Plan satisfies the requirements of Code Section
401(k), Code Section 401(a)(4) or Code Section 410(b) only if aggregated with
one or more other qualified plans, or if one or more other qualified 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 qualified plans were a single qualified
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.

(iii)  For purposes of determining the Actual Deferral Percentage of an Eligible
Participant who is a 5% owner or one of the ten most highly paid Highly
Compensated Employees, the Elective Deferrals (and Qualified Matching
Contributions or Qualified Nonelective Contributions, or both, if treated as
Elective Deferrals for purposes of one of the tests referred to in Section
3.4.2(B)) and CODA Compensation of such Participant shall include the Elective
Deferrals (and, if applicable, Qualified Matching Contributions, Qualified
Nonelective Contributions) and CODA Compensation 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 Eligible Participants who are Nonhighly Compensated
Employees and for Eligible Participants who are Highly Compensated Employees.

(iv)  For purposes of determining the ADP Test, Elective Deferrals, Qualified
Matching Contributions, and Qualified Nonelective must be made before the last
day of the 12-month period immediately following the Plan Year to which such
contributions relate.

(v)  The Employer shall maintain records sufficient to demonstrate satisfaction
of the ADP Test and the amount of Qualified Nonelective Contributions and/or
Qualified Matching Contribution used in such test.

(vi)  The determination and treatment of the Elective Deferrals, Qualified
Matching Contributions, and Qualified Nonelective Contributions, used in the ADP
Test shall satisfy such other requirements as may be prescribed by the Secretary
of the Treasury.

(D) Distribution of Excess Contributions 

(i)  In General.  Notwithstanding any other provision of the Plan except 
Section 3.4.2(E), Excess Contributions, plus any income and minus any loss 
allocable thereto, shall be distributed no later than the last day of each 
Plan Year beginning after December 31, 1987, to Participants to whose 
Accounts Elective Deferrals, Qualified Matching Contributions, and Qualified 
Nonelective Contributions were allocated for the preceding Plan Year.(1) 
Excess Contributions of Participants who are subject to the Family Member 
aggregation rules shall be allocated among the Family Members in proportion 
to the Elective Deferrals (and amounts treated as Elective Deferrals) of each 
Family Member that is combined to determine the combined Actual Deferral 
Percentage.  Excess Contributions shall be treated as Annual Additions.

(ii)  Determination of Income or Loss.  Excess Contributions shall be adjusted
for any income or loss up to the date of distribution.  The income or loss
allocable to Excess Contributions is the sum of:  (1) the income or loss
allocable to the Participant's Elective Deferrals Account (and, if applicable,
the Qualified Nonelective Contributions Account or the Qualified Matching
Contributions Account or both) for the Plan Year multiplied by a fraction, the
numerator of which is such Participant's Excess Contributions for the year and
the denominator of which is the Account Balances of Participant's Elective
Deferrals Account, Qualified Nonelective Contributions Account and Qualified
Matching Contributions Account if any of such contributions are included in the
ADP Test, without regard to any income or loss occurring during such Plan Year;
and

---------------------------
(1)Distribution of Excess Contributions on or before the last day of the Plan
   Year after the Plan Year in which such excess amounts arose is required under
   Code Section 401(k)(8) if the Plan is to maintain its tax-qualified status.
   However, if such excess amounts, plus any income and minus any loss allocable
   thereto, are distributed more than 2-1/2 months after the last day of the 
   Plan Year in which such excess amounts arose, then Code Section 4979 imposes 
   a 10% excise tax on the employer maintaining the plan with respect to such 
   amounts.


<PAGE>


(2) 10% of the amount determined under (1) multiplied by the number of whole
calendar months between the end of the Plan Year and the date of distribution,
counting the month of distribution if distribution occurs after the 15th of such
month.

Anything in the preceding paragraph of this Section 3.4.2(D)(ii) to the contrary
notwithstanding, any reasonable method for computing the income or loss
allocable to Excess Contributions may be used, provided that such method is used
consistently for all Participants and for all corrective distributions under the
Plan for the Plan Year, and is used by the Plan for allocating income or loss to
Participant's Accounts.  Income or loss allocable to the period between the end
of the Plan Year and the date of distribution may be disregarded in determining
income or loss.

(iii)  Accounting for Excess Contributions.  Amounts distributed under this
Section 3.4.2(D) shall first be distributed from the Participant's Elective
Deferrals Account and Qualified Matching Contributions Account in proportion to
the Participant's Elective Deferrals and Qualified Matching Contributions (to
the extent used in the ADP Test) for the Plan Year.  Excess Contributions shall
be distributed from the Participant's Qualified Nonelective Contributions
Account only to the extent that such Excess Contributions exceed the balance in
the Participant's Elective Deferrals Account and Qualified Matching
Contributions Account.

(E)  In lieu of distributing Excess Contributions pursuant to the preceding
Section 3.4.2(D), and as specified in the Adoption Agreement, the Employer may
make special Qualified Nonelective Contributions on behalf of Nonhighly
Compensated Employees that are sufficient to satisfy the ADP Test.

(F) In lieu of distributing Excess Contributions, the Participant may treat his
or her Excess Contributions as an amount distributed and then re-contributed by
such Participant.  Recharacterized amounts are 100% nonforfeitable and subject
to the same distribution requirements as Elective Deferrals.  Amounts may not be
recharacterized by a Highly Compensated Employee to the extent that such amount
in combination with other amounts made to the Participant's Participant
Contributions Account would exceed any stated limit on such contributions, as
specified in the Adoption Agreement.  If Excess Contributions are
recharacterized, they must be so no later than two and one half months after the
last day of the Plan Year in which such Excess Contributions arose and they are
deemed to occur no earlier than the date the last Highly Compensated Employee is
informed in writing of the amount recharacterized and the consequences thereof. 
Recharacterized amounts are taxable to the Participant for the tax year in which
he or she would have received such contributions in cash.

(G) Under no circumstances may Elective Deferrals, Qualified Matching
Contributions and Qualified Nonelective Contributions be contributed and
allocated to the Trust later than the last day of the 12-month period
immediately following the Plan Year to which such contributions relate.

3.5  Matching 401(k) Contributions

3.5.1  Amount of Matching Contributions  Subject to the limitations contained in
Sections 3.9 and 3.5.2, for each Plan Year the Employer will contribute in cash
and/or Qualifying Employer Securities, Matching 401(k) Contributions to the
Trust Fund in an amount, if any, calculated by reference to the Participants'
Elective Deferrals as specified in the Adoption Agreement.

3.5.2  Limitation on Contribution Percentage 

(A) ACP Test

The Average Contribution Percentage for Eligible Participants who are Highly
Compensated Employees for the Plan Year and the Average Contributions Percentage
for Eligible Participants who are Nonhighly Compensated Employees for the same
Plan Year must satisfy one of the following tests:

(i)  the Average Contribution Percentage for Eligible Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the Average
Contribution Percentage for Eligible Participants who are Nonhighly Compensated
Employees for the same Plan Year multiplied by 1.25; or

(ii)  the Average Contribution Percentage for Eligible Participants who are
Highly Compensated Employees shall not exceed the Average Contribution
Percentage for Eligible Participants who are Nonhighly Compensated Employees by
more than two percentage points or such lesser amount as the Secretary of the
Treasury shall prescribe to prevent the multiple use of this alternative
limitation with respect to any Highly Compensated Employee.

(B)  Special Average Contribution  Percentage  Rules

(i)  For purposes of this Section 3.5.2, the Contribution Percentage for any
Eligible Participant who is a Highly Compensated Employee for the Plan Year and
who is eligible to have Matching 401(k) Contributions


<PAGE>

or Matching Thrift Contributions, as the case may be (other than Qualified
Matching Contributions), allocated to his or her account under two or more
qualified plans described in Code Section 401(a), or arrangements described in
Code Section 401(k) shall be determined as if the total of such Contribution
Percentage Amounts was made under each plan.  If a Highly Compensated Employee
participates in 2 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.

(ii)  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
this Plan, then this Section 3.5.2 shall be applied by determining the
Contribution Percentages 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(m) only if they have the same plan year.

(iii)  For purposes of determining the Contribution Percentage of an Eligible
Participant who is a 5% owner or one of the 10 most highly-paid Highly
Compensated Employees, the Contribution Percentage Amounts and the CODA
Compensation of such Participant shall include the Contribution Percentage
Amounts and CODA Compensation 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
Participants who are Nonhighly Compensated Employees and for Participants who
are Highly Compensated Employees.

(iv)  For purposes of determining the ACP Test, Matching 401(k) Contributions,
Matching Thrift Contributions and Qualified Nonelective Contributions will be
considered made for a Plan Year if made no later than the end of the 12-month
period beginning on the day after the close of the Plan Year.

(v)  The Employer shall maintain records sufficient to demonstrate satisfaction
of the ACP Test and the amount of Qualified Nonelective Contributions or
Qualified Matching Contributions, or both, used in such test.

(C) Multiple Use

If one or more Highly Compensated Employees participate in both a cash or
deferred arrangement and a plan subject to the ACP Test and the sum of the
Actual Deferral Percentage and the Actual Contribution Percentage of those
Highly Compensated Employees exceeds the "aggregate limit", then the Actual
Contribution Percentage of those Highly Compensated Employees will be reduced,
beginning with such Highly Compensated Employee whose Actual 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 Actual Deferral
Percentage and Actual Contribution Percentage of the Highly Compensated
Employees are determined after any corrections required to meet the ADP Test and
the ACP Test.  Multiple use does not occur if either the Average Deferral
Percentage or Actual Contribution Percentage of the Highly Compensated Employees
does not exceed 1.25 multiplied by the Actual Deferral Percentage and the Actual
Contribution Percentage of the Nonhighly Compensated Employees. 

 (i)  The "aggregate limit" is the sum of (1) 125% of the greater of the Actual
Deferral Percentage for Participants who are Nonhighly Compensated Employees for
the Plan Year or the Actual Deferral Percentage for Participants who are
Nonhighly Compensated Employees for the Plan Year beginning with or within the
Plan Year and (2) the lesser of 200% or two plus the lesser of such Actual
Deferral Percentage or Actual Contribution Percentage.  "Lesser" is substituted
for "greater" in "(1)," above, and "greater" is substituted for "lesser" after
"two plus the" in "(2)" if it would result in a larger aggregate limit.

(D)Forfeiture of Excess Aggregate Contributions 

(i)  In General.  Notwithstanding any other provision of this Plan, Excess
Aggregate Contributions, plus any income and minus any loss allocable thereto,
shall be forfeited and applied to reduce subsequent Matching 401(k)
Contributions or Matching Thrift Contributions, as the case may be.  No
forfeitures arising under this Section 3.6.2(D) shall be allocated to the
account of any Highly Compensated Employee.  If not forfeitable, Excess
Aggregate Contributions shall be distributed no later than the last day of each
Plan Year beginning after December 31, 1987, to Participants to whose Accounts
such Excess Aggregate Contributions were allocated for the preceding Plan Year. 
Excess Aggregate Contributions of Participants who are subject to the Family
Member 

<PAGE>

aggregation rules shall be allocated among the Family Members in proportion to
the amounts constituting Contribution Percentage Amounts of each Family Member
that is combined to determine the combined Actual Contribution Percentage. 
Excess Aggregate Contributions shall be treated as Annual Additions.  Anything
above to the contrary notwithstanding, any forfeiture or distribution under this
Section 3.5.2(D)(i) shall occur only if sufficient Employee Thrift Contributions
and/or Participant Voluntary Nondeductible Contributions, as the case may be,
are not distributed from the qualified plan holding such Employee Thrift
Contributions and/or Participant Voluntary Nondeductible Contributions, as the
case may be.(2)

 (ii)  Determination of Income or Loss.  Excess Aggregate Contributions shall be
adjusted for any income or loss up to the date of distribution.  The income or
loss allocable to Excess Aggregate Contributions is the sum of:  (1) the income
or loss allocable to the Participant's Matching 401(k) Contribution Account or
Matching Thrift Contribution Account (if any, and if all amounts therein are not
used in the ADP Test) and, if applicable, Qualified Nonelective Contribution
Account and Elective Deferrals Account for the Plan Year multiplied by a
fraction, the numerator of which is such Participant's Excess Aggregate
Contributions for the year and the denominator of which is the Participant's
Account Balance(s) attributable to Contribution Percentage Amounts without
regard to any income or loss occurring during such Plan Year; and (2) 10% of the
amount determined under (1) multiplied by the number of whole calendar months
between the end of the Plan Year and the date of distribution, counting the
month of distribution if distribution occurs after the 15th of such month.

Anything in the preceding paragraph of this Section 3.5.2(D)(ii) to the contrary
notwithstanding, any reasonable method for computing the income or loss
allocable to Excess Aggregate Contributions may be used, provided that such
method is used consistently for all Participants and for all corrective
distributions under the Plan for the Plan Year, and is used by the Plan for
allocating income or loss to Participants' Accounts.  Income or loss allocable
to the period between the end of the Plan Year and the date of distribution may
be disregarded in determining income or loss.

(iii)  The determination of the Excess Aggregate Contributions shall be made
after first determining the Excess Elective Deferrals, and then determining the
Excess Contributions.

3.5.3  For purposes of determining the ACP Test, Qualified Nonelective
Contributions, Matching 401(k) Contributions and Matching Thrift Contributions
will be considered made for a Plan Year if paid to the Trustee no later than the
end of the 12-month period beginning on the day after the close of the Plan
Year.

3.6  Thrift Contributions

3.6.1  Employee Thrift Contributions.  If elected by the Employer in the
Adoption Agreement to provide for Employee Thrift Contributions, the Employer
will contribute cash to the Trust Fund in an amount equal to (A) the Employee
Thrift Contribution percentage of each Participant on his or her Employee Thrift
Contribution election form multiplied by each such Participant's Compensation or
(B) the specific dollar amount set forth on the Participant's election form.

The amount elected by a Participant pursuant to a Participant's Employee Thrift
Contribution election shall be determined within the limits specified in the
Adoption Agreement.  Such election shall be made on a form provided by the
Administrator but no election shall be effective prior to approval by the
Administrator.  The Administrator may reduce the amount of any Employee Thrift
Contribution, or make such other modifications as necessary, so that the Plan
complies with the provisions of the Code.  A Participant's election shall remain
in effect until modified or terminated at such times as specified in the
Adoption Agreement.

3.6.2  Matching Thrift Contributions.  Subject to the limitations contained in
Sections 3.9 and 3.5.2, for each Plan Year the Employer will contribute in cash
and/or Qualifying Employer Securities, Matching Thrift Contributions to the
Trust Fund in an amount, if any, calculated by reference to the Participants'
Employee Thrift Contributions, as specified in the Adoption Agreement.

Matching Thrift Contributions made by the Employer will be allocated to the
Matching Thrift Contributions Account of those Participants who have contributed
Employee Thrift Contributions to the Plan, as specified in the Adoption
Agreement.

______________________
(2) Distribution or forfeiture of Excess Aggregate Contributions on or before
    the last day of the Plan Year after the Plan Year in which such excess
    amounts arose is required under Code Section 401(m)(6) if the Plan is to
    maintain its tax-qualified status.  However, if such excess amounts, plus
    any income and minus any loss allocable thereto, are distributed more than
    2-1/2 months after the last day of the Plan Year in which such excess
    amounts arose, then Code Section 4979 imposes a 10% excise tax on the
    employer maintaining the plan with respect to such amounts.


<PAGE>


3.7  Treatment of Forfeitures

3.7.1  If the Employer has elected in the Adoption Agreement to reallocate
forfeitures for a Plan Year among Participants, then such forfeitures, if any,
shall be allocated as of the last day of the Plan Year to the Employer Accounts
of those Participants who are eligible to share in the allocation of
contributions to that particular Employer Account (whether or not a contribution
was made for that Plan Year) for that Plan Year in that particular Employer
Account category with respect to which such forfeitures are attributable.  If
the Plan is a Target Benefit Plan, forfeitures may only be used to reduce
Employer Contributions, in accordance with Section 3.7.2.

3.7.2  If the Employer has elected in the Adoption Agreement to use forfeiture
to reduce contributions, then forfeitures shall be applied in the succeeding
Plan Year to reduce Employer Contributions in that particular Employer Account
category to which such forfeitures were attributable.

3.8  Establishing of Accounts

3.8.1  An Elective Deferrals Account shall be established for each Eligible
Participant who makes a 401(k) Election to which the Administrator shall credit,
or cause to be credited, Elective Deferrals allocable to each such Participant,
plus earnings or losses thereon.

3.8.2  An Employer Contributions Account shall be established for each
Participant to which the Administrator shall credit or cause to be credited
Employer contributions pursuant to Section 3.1, and forfeitures attributable to
such contributions, if any, plus earnings or losses thereon.

3.8.3  An Employee Thrift Contributions Account shall be established for each
Participant who makes Employee Thrift Contributions to the Plan, to which the
Administrator shall credit, or cause to be credited, all amounts allocable to
each such Participant, plus earnings or losses thereon.

3.8.4  A Matching 401(k) Contributions Account shall be established for each
Participant for whom Matching 401(k) Contributions are made, to which the
Administrator shall credit, or cause to be credited, all such amounts allocable
to each such Participant, plus earnings or losses thereon.

3.8.5  A Matching Thrift Contributions Account shall be established for each
Participant for whom Matching Thrift Contributions are made, to which the
Administrator shall credit, or cause to be credited, all amounts allocable to
each such Participant, plus earnings or losses thereon.

3.8.6  A Participant Voluntary Nondeductible Contributions Account shall be
established for each Participant who makes Participant Voluntary Nondeductible
Contributions to the Plan, plus earnings or losses thereon.

3.8.7  A Qualified Matching Contributions Account shall be established for each
Eligible Participant for whom Qualified Matching Contributions are made, to
which the Administrator shall credit, or cause to be credited, all amounts
allocable to each such Participant, plus earnings or losses thereon.

3.8.8  A Qualified Nonelective Contributions Account shall be established for
each Participant for whom Qualified Nonelective Contributions are made, to which
the Administrator shall credit, or cause to be credited, all amounts allocable
to each such Participant, plus earnings or losses thereon.

3.8.9  A Rollover Contributions Account shall be established for each
Participant who contributes to the Plan pursuant to Section 3.3 to which the
Administrator shall credit, or cause to be credited, Rollover Contributions made
by the Participant, plus earnings or losses thereon.
 
3.8.10  A Transferred Contributions Account shall be established for each
Participant for whom assets are transferred from another Qualified Plan, to
which the Administrator shall credit, or cause to be credited, transferred
assets, plus earnings or losses thereon.

3.9  Limitation on Amount of Allocations

3.9.1  As used in this Section 3.9, each of the following terms shall have the
meaning for that term set forth in this Section 3.9.1:

(A)  Annual Additions means, for each Participant, the sum of the following
amounts credited to the Participant's Accounts for the Limitation Year:

(I) Employer Contributions within the meaning of IRS regulation 1.415-6(b);

(ii) Employee Contributions;

(iii) forfeitures;

(iv) allocation under a simplified employee pension; and 

(v) any Excess Amount applied under a Defined Contribution Plan in the
Limitation Year to reduce Employer Contributions will also be considered as part
of the Annual Additions for such Limitation Year.

Amounts allocated after March 31, 1984, to an "individual medical benefit
account" as defined in Code 

<PAGE>


Section 415(1)(2) ("Individual Medical Benefit Account") which is part of a
pension or annuity plan maintained by the Employer or Affiliate 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 that 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)
("Welfare Benefit Fund") maintained by the Employer or Affiliate, are treated as
Annual Additions to a Defined Contribution Plan.

(B) Defined Benefit Dollar Limitation means $90,000 multiplied by the Adjustment
Factor or such other limitation set forth in Code Section 415(b)(1) as in effect
for the Limitation Year.

(C)  Defined Benefit Fraction means a fraction, the numerator of which is the
sum of the Projected Annual Benefits of the Participant involved under all
Defined Benefit Plans (whether or not terminated) maintained by the Employer or
Affiliate, and the denominator of which is the lesser of 125% of the Defined
Benefit Dollar Limitation determined for the Limitation Year or 140% of the
Participant's Highest Average Limitation Compensation, including any adjustments
under Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as of the first
day of the first Limitation Year beginning after December 31, 1986, in one or
more Defined Benefit Plans maintained by the Employer or Affiliate which were in
existence on May 5, 1986, the denominator of this fraction will not be less than
125% of the sum of the annual benefits under such Plans which the Participant
had accrued as of the close of the last Limitation Year beginning before January
1, 1987, disregarding any changes in the terms and conditions of the plans 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.

(D)  Defined Contribution Dollar Limitation means $30,000 or if greater, 
one-fourth of the Defined Benefit Dollar Limitation as in effect for the 
Limitation Year.

(E)  Defined Contribution Fraction means a fraction, the numerator of which is
the sum of the Annual Additions to the Participant's Account or Accounts under
all the Defined Contribution Plans (whether or not terminated) maintained by the
Employer or Affiliate for the current and all prior Limitation Years (including
the Annual Additions attributable to the Participant's nondeductible
contributions to all Defined Benefit Plans, whether or not terminated,
maintained by the Employer or Affiliate and the Annual Additions attributable to
all Welfare Benefit Funds, Individual Medical Benefit Accounts, and simplified
employee pensions  maintained by the Employer or Affiliate), and the denominator
of which is the sum of the "maximum aggregate amounts" (as defined in the
following sentence) for the current and all prior Limitation Years of service
with the Employer or Affiliate (regardless of whether a Defined Contribution
Plan was maintained by the Employer or Affiliate).  The "maximum aggregate
amount" in any Limitation Year is the lesser of (i) 125% of the Defined Benefit
Dollar Limitation in effect under Code Section 415(c)(1)(A) or (ii) 35% of the
Participant's Compensation for such year.

If the Employee was a Participant as of the first day of the first Limitation
Year beginning after December 31, 1986, in one or more Defined Contribution
Plans maintained by the Employer or Affiliate in existence on May 5, 1986, the
numerator of this fraction will be adjusted if the sum of this fraction and the
Defined Benefit Fraction would otherwise exceed 1.0 under the terms of this
Plan.  Under the adjustment, an amount equal to the product of (A) the excess of
the sum of the fractions over 1.0 times (B) 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
later of the end of the last Limitation Year beginning before January 1, 1987,
and disregarding any changes in the terms and conditions of the Plans made after
May 6, 1986, but using the Code Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.  The Annual Addition for
any Limitation Year beginning before January 1, 1987, shall not be recomputed to
treat all Participant contributions as Annual Additions.


<PAGE>


(F)  Excess Amounts means the excess of the Participant's Annual Additions for
the Limitation Year involved over the Maximum Permissible Amount for that
Limitation Year.

(G)  Highest Average  Limitation Compensation means the average Compensation as
defined in Code Section 415(c)(3) of the Participant involved for that period of
three consecutive Years of Service with the Employer or Affiliate (or if the
Participant has less than three such Years of Service, the actual number
thereof) that produces the highest average.

(H)  Limitation Compensation means Compensation, as defined in either (i), (ii)
or (iii) below, as specified in the Adoption Agreement:

(i)  Code Section 415 Safe-Harbor  Compensation

For an Employee other than a Self-Employed Individual, the Employee's earned
income, wages, salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash) for
personal services actually rendered in the course of Employment (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 Reg. 1.62-2(c)) and excluding the
following:

(1)  Employer contributions to a plan of deferred compensation which are not
includible in the Employee's gross income for the taxable year in which
contributed, or contributions under a "simplified employee pension" plan (within
the meaning of Code Section 408(k)) to the extent such contributions are
deductible by the Employee, or any distributions from a plan of deferred
compensation;

(2)  amounts realized from the exercise of a non-qualified stock option, or when
restricted stock (or other property) held by the Employee either becomes freely
"transferable" or is no longer subject to a "substantial risk of forfeiture"
(both quoted terms within the meaning of Code Section 83(a));

(3)  amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and

(4)  other amounts which received special tax benefits, or contributions made
(whether or not under a salary reduction agreement) towards the purchase of an
annuity described in Code Section 403(b) (whether or not the amounts are
actually excludable from the gross income of the Employee); or For Limitation
Years beginning after December 31, 1991, Limitation Compensation shall include
only that compensation which is actually paid or made available during the
Limitation Year.

(ii)  Information required to be reported under Sections 6041 and 6051. 
("Wages, Tips and other Compensation Box" Form W-2)  Limitation Compensation is
defined as wages as defined in Code Section 3401(a) and all other payments of
compensation to an Employee by the Employer (in the course of the Employer's
trade or business) for which the Employer is required to furnish the Employee a
written statement under Sections 6041(d) and 6051(a)(3) of the Code. 
Compensation must be determined without regard to any rules under 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 Section 3401(a)(2)).

(iii)  Code Section 3401(a) wages

Limitation Compensation is defined as wages within the meaning of Code Section
3401(a) for the purposes of income tax withholding at the source but determined
without regard to any rules that limit the remuneration included in wages based
on the nature or location of the employment or the services performed (such as
the exception for agricultural labor in Code Section 3401(a)(2)).

Without regard to the definition of Limitation Compensation elected by the
Employer, for a Self-Employed Individual, Limitation Compensation means his or
her Earned Income, provided that if the Self-Employed Individual is not a
Participant for an entire Plan Year, his or her Limitation Compensation for that
Plan Year shall be his or her Earned Income for that Plan Year multiplied by a
fraction the numerator of which is the number of days he or she is a Participant
during the Plan Year and the denominator of which is the number of days in the
Plan Year.  Additionally, Limitation Compensation for a Participant in a Defined
Contribution Plan who is permanently and totally disabled (as defined in Code
Section 22(e)) is the compensation such Participant would have received for the
Limitation Year if the Participant had been paid at the rate of compensation
paid immediately before becoming disabled; such imputed compensation may be
taken into account only if the Participant is not a Highly Compensated Employee
and contributions made on behalf of such Participant are nonforfeitable when
made.


<PAGE>


(I)  Maximum Permissible Amount means the maximum Annual Addition which may be
contributed or allocated to a Participant's Account under the Plan for any
Limitation Year.  The maximum Annual Addition shall not exceed the lesser of: 
(a) the Defined Contribution Dollar Limitation, or (b) 25% of the Participant's
Compensation for the Limitation Year.  The Compensation limitation referred to
in (b) shall not apply to any contribution for medical benefits (within the
meaning of Code Sections 401(h) or 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 Permissible Amount will
not exceed the Defined Contribution Dollar Limitation multiplied by the
following fraction:

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

(J)  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
Annuity) to which the Participant would be entitled under the terms of a Defined
Benefit Plan assuming:

(i)  the Participant continues in employment with the Employer or Affiliate
until the Participant's "normal retirement age" under the Plan within the
meaning of Code Section 411(a)(8) (or the Participant's current age, if later);
and

(ii)  the Participant's Limitation Compensation for the current Limitation Year
and all other relevant factors used to determine benefits under the Plan will
remain constant for all future Limitation Years.

3.9.2  The provisions of this subsection 3.9.2 apply with respect to a
Participant who does not participate in, and has never participated in, another
Qualified Plan, a Welfare Benefit Fund or an Individual Medical Benefit Account
or a simplified employee pension, as defined in Code Section 401(k), maintained
by the Employer or an Affiliate, which provides an Annual Addition as defined in
Section 3.9.1(A) of the Plan, other than this Plan:

(A)  The amount of Annual Additions which may be credited to the Participant's
Account for any Limitation Year will not exceed the lesser of the Maximum
Permissible Amount or any other limitation contained in this Plan.  If the
Employer Contribution that would otherwise be contributed or allocated to the
Participant's Account would cause the Annual Additions on behalf of the
Participant for the Limitation Year to exceed the Maximum Permissible Amount
with respect to that Participant for the Limitation Year, the amount contributed
or allocated will be reduced so that the Annual Additions on behalf of the
Participant for the Limitation Year will equal such Maximum Permissible Amount.

(B)  Prior to determining the Participant's actual Limitation Compensation for a
Limitation Year, the Employer may determine the Maximum Permissible Amount for
the Participant for the Limitation Year on the basis of a reasonable estimation
of the Participant's Compensation for that Limitation Year.  Such estimated
Compensation shall be uniformly determined for all Participants similarly
situated.

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

(D)  If pursuant to Section 3.9.2(C) or as a result of the allocation of
forfeitures, there is an Excess Amount with respect to the Participant for a
Limitation Year, the Excess Amount shall be disposed of as follows:

(i)  First, any contribution to the Participant's Elective Deferrals Account,
Participant Voluntary Nondeductible Contributions Account or Employee Thrift
Contributions Account, if applicable, and any earnings allocable thereto will be
distributed to the Participant to the extent that the return thereof would
reduce the Excess Amount in such Participant's Accounts;

(ii)  If after the application of Section 3.9.2(D)(i) an Excess Amount still
exists, and the Participant is covered by the Plan at the end of the Limitation
Year, the remaining Excess Amount in the Participant's Account will be used to
reduce Employer contributions (including allocation of any forfeitures) under
this Plan for such Participant in the next Limitation Year, and in each
succeeding Limitation Year, if necessary.

(iii)  If after the application of Section 3.9.2(D)(i) an Excess Amount still
exists, and the Participant is not covered by the Plan at the end of the
Limitation Year, the Excess Amount will be held unallocated in a suspense
account.  The suspense account will be applied to reduce future Employer
contributions under this Plan for all remaining Participants in the next
Limitation Year, and in each succeeding Limitation Year, if necessary; provided,
however, that if all or any part of the Excess Amount held in a suspense account
is attributable to a Participant's Elective Deferrals, such Excess Amount shall
be held unallocated in a suspense account to be used for such Participant in the
next Limitation Year and each succeeding Limitation Year as an Elective Deferral
if such Participant is covered by the 

<PAGE>


Plan in the next and each succeeding Limitation Year, if necessary.

(iv)  If a suspense account is in existence at any time during a Limitation Year
pursuant to Section 3.9.2(D)(iii), the suspense account will not participate in
the allocation of the Trust Fund's investment gains or losses to or from any
other Account.  If a suspense account is in existence at any time during a
particular Limitation Year, all amounts in the suspense account must be
allocated and reallocated to Participants' Accounts before any Employer or
Participant contributions may be made to the Plan for the Limitation Year. 
Excess Amounts, other than those Excess Amounts referred to in Section
3.9.2(D)(i), may not be distributed to Participants or Former Participants.

3.9.3  The provisions of this subsection 3.9.3 apply with respect to a
Participant who, in addition to this Plan, is covered or has been covered under
one or more Defined Contribution Plans which are Master or Prototype Plans,
Welfare Benefit Funds an Individual Medical Benefit Account or a simplified
employee pension maintained by the Employer or an Affiliate, which provides an
Annual Addition as described in Section 3.9.1(A) of the Plan during any
Limitation Year:

(A)  The Annual Additions which may be credited to a Participant's Accounts
under this Plan for any such Limitation Year will not exceed the Maximum
Permissible Amount reduced by the Annual Additions credited to the Participant's
account or accounts under any other plans and Welfare Benefit Fund, Individual
Medical Benefit Account or simplified employee pension for the same Limitation
Year.  If the Annual Additions with respect to the Participant under any one or
more other such Defined Contribution Plans or Welfare Benefit Funds, Individual
Medical Benefit Account or simplified employee pension maintained by the
Employer are less than the Maximum Permissible Amount and the Employer
Contribution that would otherwise be contributed or allocated to a Participant's
Account under this Plan would cause the Annual Additions for the Limitation Year
to exceed this limitation, the amount contributed or allocated shall be reduced
so that the Annual Additions under all such plans and funds for the Limitation
Year will equal the Maximum Permissible Amount.

If the Annual Additions with respect to the Participant under such other Defined
Contribution Plans and Welfare Benefit Funds, Individual Medical Benefit Account
or simplified employee pension in the aggregate are equal to or greater than the
Maximum Permissible Amount, no amount will be contributed or allocated to any of
the Participant's Account under this Plan for the Limitation Year.

(B)  Prior to determining the Participant's actual compensation for a Limitation
Year, the Maximum Permissible Amount for a Participant may be determined in the
manner described in Section 3.9.2(B).

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

(D)  If, pursuant to subsection 3.9.3(C) above, or as a result of the allocation
of forfeitures, a Participant's Annual Additions under this Plan and the
Participant's Annual Additions under 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
simplified employee pension will be deemed to have been allocated first,
followed by Annual Additions to a Welfare Benefit Fund or Individual Medical
Benefit Account regardless of the actual allocation date.

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

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

(ii)  the ratio of (A) the Annual Additions allocated to the Participant for the
Limitation Year as of such date under this Plan to (B) the total Annual
Additions allocated to the Participant for the Limitation Year as of such date
under this Plan and all of the other plans referred to in the first sentence of
this Section 3.9.3.


(F)  Any Excess Amount attributed to this Plan will be disposed in the manner
described in Section 3.9.2(D).

3.9.4  If a Participant is covered under one or more Defined Contribution Plans,
other than this Plan, maintained by the Employer or an Affiliate which are not
Master or Prototype Plans, or Welfare Benefit Funds or an Individual Medical
Benefit Account maintained by the Employer, Annual Additions which may be
credited to the Participant's Account under this Plan for any Limitation Year
shall be limited in accordance with the provisions of subsections 3.9.3(A) - (F)
above as though each such other plan was a Master or Prototype Plan.


<PAGE>


3.9.5  If the Employer maintains, or at any time maintained, a Defined Benefit
Plan covering any Participant in this Plan, the sum of the Participant's Defined
Benefit Fraction and Defined Contribution Fraction will not exceed 1.0 in any
Limitation Year.  If such sum would otherwise exceed 1.0 and if such Defined
Benefit Plan does not provide for a reduction in benefits thereunder, Annual
Additions which may be credited to a Participant's Account under this Plan for
any Limitation Year shall be limited in accordance with the provisions of
Section 3.9.2.

3.9.6  If required pursuant to Section 4.4.4, "100%" shall be substituted for
"125%" wherever the latter percentage appears in this Section 3.9.

3.10 Return of Employer Contributions Under Special Circumstances

Notwithstanding any provision of this Plan to the contrary, upon timely written
demand by the Employer or the Administrator to the Trustee:

(A)  Any contribution by the Employer to the Plan under a mistake of fact shall
be returned to the Employer by the Trustee within one year after the payment of
the contribution.

(B)  Any contribution made by the Employer incident to the determination by the
Commissioner of Internal Revenue that the Plan is initially a Qualified Plan
shall be returned to the Employer by the Trustee within one year after
notification from the Internal Revenue Service that the Plan is not initially a
Qualified Plan but only if the application for the qualification is made by the
time prescribed by law for filing the Employer's return for the taxable year in
which the Plan is adopted, or such later date as the Secretary of the Treasury
may prescribe.

(C)  In the event the deduction of a contribution made by the Employer is
disallowed under Code Section 404, such contribution (to the extent disallowed)
must be returned to the Employer within one year of the disallowance of the
deduction.

                                ARTICLE IV   VESTING

4.1  Determination of Vesting

4.1.1  A Participant shall at all times have a vested percentage of 100% in the
Account Balance of each of his or her Participant Contributions Accounts, 401(k)
Contributions Accounts, Rollover Contributions Account and Transferred Account.

4.1.2  A Participant shall have a vested percentage of 100% in his or her
Account Balance of each of his or her Employer Accounts if he or she terminates
Employment due to the attainment of Normal Retirement Age, Early Retirement
specified in the Adoption Agreement, if elected by the Employer in the Adoption
Agreement, or upon Disability or death.

4.1.3  The vested percentage of a Participant in the Account Balance of each of
his or her Employer Accounts not vested pursuant to Section 4.1.1 or 4.1.2 shall
be determined in accordance with the vesting rule or schedule specified in the
Adoption Agreement.

4.2  Rules for Crediting Vesting Service

4.2.1  Subject to Section 4.2.2, Years of Service shall be credited for purposes
of determining a Participant's Vesting Service as specified in the Adoption
Agreement.  If the Employer maintains the plan of a predecessor employer,
service with such predecessor employer shall be treated as service with the
Employer for purposes of Vesting Service.

4.2.2  An Employee who terminates Employment with no vested percentage in an
Employer Account shall, if he or she returns to Employment, have no credit for
Vesting Service prior to such termination of Employment if his or her Period of
Severance equals or exceeds five years.

4.2.3  Vesting Service of an Employee following a Period of Severance of five
years or more shall not be counted for the purpose of computing his or her
vested percentage in his or her Employer Accounts derived from contributions
accrued prior to the Period of Severance.  If applicable, separate records shall
be maintained reflecting the Participant's vested rights in his or her Account
Balance attributable to service prior to the Period of Severance and reflecting
the Participant's vested percentage in his or her Account Balance attributable
to service after the Period of Severance.  Vesting Service prior to and
following an Employee's Period of Severance shall be counted for purposes of
computing his or her vested percentage in an Employer Account derived from
contributions made after the Period of Severance.

4.3  Employer Accounts Forfeitures

4.3.1  Subject to Section 5.6, upon the Nonvested Separation of a Participant,
the nonvested portion of each Employer Account of such Participant will be
forfeited as of the date of termination of Employment. 


<PAGE>


Upon the Partially Vested Separation of a Participant, the nonvested portion of
each Employer Account of such Participant will be forfeited as of the date of
termination of Employment; provided, however, that such Participant receives a
distribution in accordance with Section 5.6.  If a Participant does not receive
a distribution following his or her termination of Employment, the nonvested
portion of each Employer Account of the Participant shall be forfeited following
a Period of Severance of five years.

4.3.2  If the Employer elects in the Adoption Agreement to reallocate
forfeitures, forfeitures for a Plan Year shall be allocated in accordance with
Section 3.7.1.  If the Employer elects in the Adoption Agreement to use
forfeitures to reduce Employer contributions, forfeitures shall be applied in
accordance with Section 3.7.2.

4.4  Top-Heavy Provisions

4.4.1  As used in this Section 4.4, each of the following terms shall have the
meanings for that term set forth in this Section 4.4.1:

(A)  Determination Date means, for any Plan Year subsequent to the first Plan
Year, the last day of the preceding Plan year.  For the first Plan Year of the
Plan, the last day of that year.

(B)  Permissive Aggregation Group means the Required Aggregation Group of plans
plus any other plan or plans of the Employer or Affiliate which, when considered
as a group with the Required Aggregation Group, would continue to satisfy the
requirements of Code Sections 401(a)(4) and 410.

(C)  Required Aggregation Group means (i) each Qualified Plan of the Employer or
Affiliate in which at least one Key Employee participates or participated at any
time during the determination period (regardless of whether the Plan has
terminated), and (ii) any other qualified plan of the Employer or Affiliate
which enables a plan described in (i) to meet the requirements of Code Sections
401(a)(4) or 410.

(D)  Super Top-Heavy means, for any Plan Year beginning after December 31, 1983,
the Plan if any Top-Heavy Ratio as determined under the definition of Top-Heavy
Plan exceeds 90%.

(E)  Top-Heavy Plan means, for any Plan Year beginning after December 31, 1983,
the Plan if any of the following conditions exists:

(i)  If the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not part of
any Required Aggregation Group or Permissive Aggregation Group of Plans.

(ii)  If the Plan is a part of a Required Aggregation Group of plans but not
part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of
plans exceeds 60%.

(iii)  If the Plan is a part of a Required Aggregation Group and part of a
Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60%.

(F) Top-Heavy Ratio means

(i)  If the Employer or Affiliate maintains one or more Defined Contribution 
Plans (including any Simplified Employee Pension Plan) and the Employer or 
Affiliate has never maintained any Defined Benefit Plan which during the 
five-year period ending on the Determination Date has or has had accrued 
benefits, the Top-Heavy Ratio for this Plan alone or for the Required or 
Permissive Aggregation Group as appropriate is a fraction, the numerator of 
which is the sum of the Account Balances of all Key Employees as of the 
Determination Date (including any part of any Account Balance distributed in 
the five-year period ending on the Determination Date), and the denominator 
of which is the sum of all Account Balances (including any part of any 
Account Balance distributed in the five-year period ending on the 
Determination Date), both computed in accordance with Code Section 416.  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.
(ii)  If the Employer or an Affiliate maintains one or more Defined Contribution
Plans (including any Simplified Employee Pension Plan) and the Employer or an
Affiliate maintains or has maintained one or more Defined Benefit Plans which
during the five-year period ending on the Determination Date has or has had any
accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of which is the sum of Account
Balances under the aggregated Defined Contribution Plans for all Key Employees,
determined in accordance with (i) above, and the present value of accrued
benefits under the aggregated Defined Benefit Plans for all Key Employees as of
the Determination Date, and the denominator of which is the sum of the Account
Balances under the aggregated Defined Contribution Plans for all Participants,
determined in accordance with (i) above, and the present value of accrued
benefits under the Defined Benefit Plans for all Participants as of the
Determination Date, all determined in accordance with Code Section 416.  The
accrued benefit under a Defined Benefit Plan in both the numerator and
denominator of the Top-Heavy Ratio are increased for any distribution of an
accrued benefit made in the five-year period ending on the Determination Date.


<PAGE>


(iii)  For purposes of (i) and (ii) 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 for 
the first and second Plan Years of a Defined Benefit Plan.  The Account 
Balances and accrued benefits of a Participant (1) who is not a Key Employee 
but who was a Key Employee in a prior year, or (2) who has not been credited 
with at least one Hour of Service with the Employer or an Affiliate at any 
time during the five-year period ending on the Determination Date, will be 
disregarded.  The calculation of the Top-Heavy Ratio, and the extent to which 
distributions, rollovers, and transfers are taken into account will be made 
in accordance with Code Section 416.

Elective Deferrals will not be taken into account for purposes of computing the
Top-Heavy Ratio.  When aggregating plans the value of Account Balances and
accrued benefits will be calculated with reference to the Determination Dates
that fall within the same calendar year.

The accrued benefit of a Participant who is not a Key Employee shall be
determined under (A) the method, if any, that uniformly applies for accrual
purposes under all Defined Benefit Plans or (B) if there is no such method, as
if such benefit accrued not more rapidly than the slowest accrual rate permitted
under the fractional rule of Code Section 411(b)(1)(C).

4.4.2  If the Plan is determined to be a Top-Heavy Plan or a Super Top-Heavy
Plan as of any Determination Date after December 31, 1983, then the Top-Heavy
vesting schedule specified in the Adoption Agreement, beginning with the first
Plan Year commencing after such Determination Date, shall apply only for those
Plan Years in which the Plan continues to be a Top-Heavy Plan or Super Top-Heavy
Plan, as the case may be 

4.4.3  (A)  Except as provided in Sections 4.4.3(C) and (D), for any Plan Year
in which the Plan is a Top-Heavy Plan, contributions and forfeitures allocated
to the Employer Contributions Account of any Participant who is not a Key
Employee in respect of that Plan Year shall not be less than the lesser of:

(i)  3% of such Participant's Limitation Compensation, or

(ii)  if the Employer has no Defined Benefit Plan which designates this Plan to
satisfy Code Section 401, the largest percentage of contributions and
forfeitures, as a percentage of the Key Employee's Limitation Compensation,
allocated to the Employer Contributions Account of any Key Employee for that
year.  The minimum allocation is determined without regard to any Social
Security contribution.  This minimum allocation shall be made even though, under
other Plan provisions, the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the Plan
Year because of (a) the Participant's failure to complete a Year of Service, (b)
the Participant's failure to make mandatory Participant contributions to the
Plan or (c) compensation less than a stated amount.

(B)  For purposes of computing the minimum allocation, a Participant's
Limitation Compensation will be applied.

(C)  The provision in (A) above shall not apply to any Participant who was not
employed by the Employer or an Affiliate on the last day of the Plan Year.

(D)  If the Employer or an Affiliate has executed Adoption Agreements covering
Participants by a plan which is a profit-sharing plan and by another plan which
is a money purchase pension plan or a target benefit plan, the minimum
allocation specified in the preceding Section 4.4.3(A) shall be provided by the
money purchase pension plan or by the target benefit plan, as the case may be. 
If a Participant is covered under this Plan and a Defined Benefit Plan
maintained pursuant to Adoption Agreements offered by the Sponsor, the minimum
allocation specified in the preceding Section 4.4.3(A) shall not be applicable
and the Participant shall receive the minimum benefit specified in the Defined
Benefit Plan.

(E)  With respect to any profit-sharing or money purchase pension plan which
becomes Top-Heavy and is integrated with Social Security, prior to making the
allocations specified in the Adoption Agreement, anything contained therein to
the contrary notwithstanding, there shall be an allocation of the Employer
Contribution to each eligible Participant's Employer Contribution Account in the
ratio that each such Participant's Limitation Compensation for the Plan Year
bears to the Limitation Compensation of all such Participants for the Plan Year,
but not in excess of 3% of such Limitation Compensation.

4.4.4  If the Plan becomes a Top-Heavy Plan, then the maximum benefit which can
be provided under Section 3.9 shall continue to be determined by applying "125%"
wherever it appears in that Section and by substituting "4%" for "3%" wherever
that appears in Section 4.4.3.  However, if the Plan becomes a Super Top-Heavy
Plan, the maximum benefit which can be provided under Section 3.9 shall be
determined by substituting "100%" for "125%" wherever the latter percentage
appears and the 3% minimum contribution provided for in Section 4.4.4 shall
remain unchanged.

4.4.5  Beginning with the Plan Year in which this Plan is Top-Heavy, one of the
minimum Top-Heavy vesting 

<PAGE>


schedules as specified in the Adoption Agreement will apply.  The minimum
vesting schedule applies to all benefits within the meaning of Code Section
411(a)(7) except those attributable to Employee contributions, including
benefits accrued before the effective date of Code Section 416 and benefits
accrued before the Plan became Top-Heavy.  However, this Section 4.4 does not
apply to the Account Balances of any Employee who does not have an Hour of
Service after the Plan has initially become Top-Heavy and such Employee's
vesting in his or her Employer Contributions Account will be determined without
regard to this Section 4.4.  The minimum allocation pursuant to Section 4.4.3
(to the extent required to be nonforfeitable under Code Section 416(b)) may not
be forfeited under Code Section 411(a)(3)(B) or Code Section 411(a)(3)(D).

                                     ARTICLE V
                        AMOUNT AND DISTRIBUTION OF BENEFITS,
                               WITHDRAWALS AND LOANS

5.1  Distribution Upon Termination of Employment

5.1.1  Subject to Section 5.1.2, a Participant's Benefit Commencement Date shall
be as soon as practicable following his or her Fully Vested Separation,
Partially Vested Separation or Nonvested Separation, if applicable, and in
accordance with Section 5.6.  If the Plan includes a CODA feature, each 401(k)
Contributions Account of a Participant shall be payable in accordance with the
events specified in Section 1.27 of the Plan.

5.1.2  If specified in the Adoption Agreement, a Participant's Benefit
Commencement Date shall be deferred until the earliest of his or her Normal
Retirement Age, Disability, or if elected by the Employer in the Adoption
Agreement, Early Retirement.  If a Participant terminates Employment after
satisfying any service requirement for Early Retirement specified in the
Adoption Agreement, he or she shall be entitled to elect to receive a
distribution of his or her vested Employer Accounts upon satisfaction of any age
requirement for Early Retirement.

5.2  Amount of Benefits Upon a Fully Vested Separation

A Participant's benefits upon his or her Fully Vested Separation for any reason
other than Disability shall be the Account Balance of all of his or her Accounts
determined in accordance with Section 10.6.2. 

5.3  Amount of Benefits Upon a Partially Vested Separation 

A Participant's benefits upon his or her Partially Vested Separation for any
reason other than Disability shall be:  (A) the Account Balance of his or her
Employer Accounts determined in accordance with Section 10.6.2 multiplied by his
or her vested percentage determined pursuant to Section 4.1.3, or, if
applicable, Section 4.4.2, plus (B) the Account Balance of his or her other
Accounts determined in accordance with Section 10.6.2.

5.4  Amount of Benefits Upon a Nonvested Separation
A Participant's benefits upon his or her Nonvested Separation shall be the
Account Balance of his or her Accounts other than Employer Accounts, if any,
determined in accordance with Section 10.6.2.

5.5 Amount of Benefits Upon a Separation Due to Disability

If a Participant terminates Employment due to a Disability, his or her benefit
shall be the Account Balance of all of his or her Accounts determined as a Fully
Vested Separation in accordance with Section 5.2 and Section 10.6.2.  The
Benefit Commencement Date of any such Participant on whose behalf contributions
are being made pursuant to Section 3.1.4 shall be as soon as practicable after
the date such contributions cease.

5.6  Distribution and Restoration

5.6.1  If, upon a Participant's termination of Employment, the vested Account
Balance of his or her Accounts as of the applicable Valuation Date is equal to
or less than $3,500, such Participant will receive a distribution of his or her
entire vested benefit and the nonvested portion will be treated as forfeiture. 
If the value of a Participant's vested Account is zero, the Participant shall be
deemed to have received a distribution of such vested Account.

5.6.2  If, upon a Participant's termination of Employment, the vested Account
Balance of his or her Accounts as of the applicable Valuation Date exceeds
$3,500, the Participant may elect, in accordance with Article VI, to receive a
distribution of the entire vested portion of such Accounts and the nonvested
portion, if any, will be treated as a forfeiture.

5.6.3  If the vested Account Balance of a Participant's Accounts as of the
applicable Valuation Date has an 


<PAGE>


aggregate value exceeding (or at the time of any prior distribution exceeded) 
$3,500, and the Participant's benefit is Immediately Distributable, the 
Participant and the Participant's Spouse (or where either the Participant or 
the Spouse has died, the survivor) must consent to any distribution of such 
benefit. The consent of the Participant and the Participant's Spouse shall be 
obtained in writing within the 90-day period ending on the Participant's 
Benefit Commencement Date; provided, however, that if the Plan is a 
profit-sharing plan and Section 6.1.2 applies, the consent of the 
Participant's Spouse will not be required.  The Administrator shall notify 
the Participant and the Participant's Spouse of the right to defer any 
distribution until the Participant's benefit is no longer Immediately 
Distributable.  Such notification shall include a general description of the 
material features, and an explanation of the relative values of, the optional 
forms of benefit available under the Plan in a manner that would satisfy the 
notice requirements of Code Section 417(a)(3), and shall be provided no less 
than 30 days and no more than 90 days prior to the Benefit Commencement Date.

5.6.4  Notwithstanding the foregoing, only the Participant need consent to the
commencement of a distribution in the form of a Qualified Joint and Survivor
Annuity while the Participant's benefit is Immediately Distributable.  Neither
the consent of the Participant nor the Participant's Spouse shall be required to
the extent that a distribution is required to satisfy Code Section 401(a)(9) or
Code Section 415.

5.6.5  For purposes of determining the applicability of the foregoing consent
requirements to distributions made before the first day of the first Plan Year
beginning after December 31, 1988, the Participant's vested benefit shall not
include amounts attributable to accumulated deductible Participant contributions
within the meaning of Code Section 72(o)(5)(B).

5.6.6  If a Participant, who after termination of Employment received a 
distribution and forfeited any portion of an Employer Account or is deemed to 
have received a distribution in accordance with Section 5.6.1, resumes 
Employment, he or she shall have the right, while an Employee, to repay the 
full amount previously distributed from such Employer Account.  Such 
repayment must occur before the earlier of (i) the date on which he or she 
would have incurred a Period of Severance of five years commencing after the 
distribution or (ii) five years after the first date on which the Participant 
is subsequently reemployed.  If the Participant makes a repayment, the 
Account Balance of his or her relevant Employer Account shall be restored to 
its value as of the date of distribution.  The restored amount shall be 
derived from forfeitures during the Plan Year and, if such forfeitures are 
not sufficient, from a contribution by the Employer made as of that date 
(determined without reference to Net Profits). If an Employee who had a 
Nonvested Separation and was deemed to receive a distribution resumes 
Employment before a Period of Severance of five years, his or her Employer 
Account will be restored, upon reemployment, to the amount on the date of 
such deemed distribution.

5.7  Withdrawals During Employment

5.7.1 If the Plan is a profit-sharing plan, and if the Employer has elected in
the Adoption Agreement to permit withdrawals during Employment, prior to
termination of Employment, each Participant upon attainment of age 59-1/2 may
elect to withdraw, as of the Valuation Date next following the receipt of an
election by the Administrator, and upon such notice as the Administrator may
require, all or any part of the vested Account Balance of all of his or her
Accounts, as of such Valuation Date.

5.7.2  Notwithstanding Section 5.7.1, prior to termination of Employment, each
Participant with a Rollover Contributions Account and/or a Participant Voluntary
Nondeductible Contributions Account may elect to withdraw, as of the Valuation
Date next following the receipt of an election by the Administrator, and upon
such notice as the Administrator may require, all or any of such Account, as of
such Valuation Date.

5.7.3  The Administrator may establish from time to time rules and procedures
with respect to any withdrawals including the order of Accounts from which such
withdrawals shall be made.

5.7.4  No forfeitures shall occur as a result of a withdrawal pursuant to this
Section 5.7.

5.7.5  If a Participant is married at the time of such election, the 
Participant's Spouse must consent to such a withdrawal in the same manner as 
provided in Section 6.2.4; provided, however, that if the Plan is a 
profit-sharing plan and Section 6.1.2 applies, the consent of the 
Participant's Spouse will not be required.

5.8  Loans

5.8.1 If the Employer has elected in the Adoption Agreement to make loans
available, a Participant may submit an application to the Administrator to
borrow from any Account maintained for the Participant (on such terms and
conditions as the Administrator shall prescribe) an amount which when added to
the outstanding balance of all other loans to the Participant would not exceed
the lesser of (a) $50,000 reduced by the excess (if any) of the highest
outstanding balance of loans during the one year period ending on the day before
the loan is made, over the outstanding balance of loans from the Plan on the
date the loan is made, or (b) 50% of the vested portion of his or her Account
from 

<PAGE>


which the borrowing is to be made as of the Valuation Date next following the
receipt of his or her loan application by the Administrator and the expiration
of such notice period as the Administrator may require.  For this purpose, all
loans from Qualified Plans of the Employer or an Affiliate shall be aggregated,
and an assignment or pledge of any portion of the Participant's interest in the
Plan, and a loan, pledge or assignment with respect to any insurance contract
purchased under the Plan, will be treated as a loan under this Section 5.8.1.

5.8.2  If approved, each such loan shall comply with the following conditions:

(A)  it shall be evidenced by a negotiable promissory note;

(B)  the rate of interest payable on the unpaid balance of such loan shall be a
reasonable rate determined by the Administrator;

(C)  the Participant must obtain the consent of his or her Spouse, if any,
within the 90-day period before the time an Account is used as security for the
loan; provided, however, that if the Plan is a profit-sharing plan that meets
the requirements in Section 6.1.2 of the Plan, the consent of the Participant's
Spouse will not be required.  A new consent is required if an Account is used
for any increase in the amount of security.  The consent shall comply with the
requirements of Section 6.2.4, but shall be deemed to meet any requirements
contained in section 6.2.4 relating to the consent of any subsequent Spouse.  A
new consent shall be required if an Account is used for renegotiation,
extension, renewal, or other revision of the loan;

(D)  the loan, by its terms, must require 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; provided, however,
that if the proceeds of the loan are used to acquire a dwelling unit which
within a reasonable time (determined at the time the loan is made) will be used
as the principal residence of the Participant, the repayment schedule may be for
a term in excess of five years; and

(E)  the loan shall be adequately secured and may be secured by no more than 50%
of the Participant's vested interest in the Account Balance of his or her
Accounts.

5.8.3  If a Participant or Beneficiary requests and is granted a loan, and the
loan is made from Participant-Directed Assets, principal and interest payments
with respect to the loan shall be credited solely to the Account of the
borrowing Participant from which the loan was made.  Any loss caused by
nonpayment or other default on a Participant's loan obligations shall be charged
solely to that Account.  Any other loan shall be treated as an investment of the
Trust Fund and interest and principal payments on account thereof shall be
credited to the Trust Fund.  The Administrator shall determine the order of
Accounts from which a loan may be made.

5.8.4  Anything herein to the contrary notwithstanding:

(A)  in the event of a default, foreclosure on the promissory note will not
occur until a distributable event occurs under this Article V;

(B)  no loan will be made to any Owner-Employee or to any "shareholder-employee"
of the Employer or a Participating Affiliate or with respect to any amounts
attributable to a Rollover Contribution or a trust to trust transfer and
relating to prior participation by such an individual in a Qualified Plan.  For
this purpose, a "shareholder-employee" means an employee or officer of an
electing small business, i.e., an "S corporation" as defined in Code
Section 1361, 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; and

(C)  loans shall not be made available to Highly Compensated Employees in an
amount greater than the amount made available to other Employees.

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



<PAGE>


5.9  Hardship Distributions

5.9.1  Effective January 1, 1989, if available and elected by the Employer in
the Adoption Agreement, a Participant may request a distribution due to hardship
from the vested portion of his or her Accounts, (other than from his or her
Qualified Nonelective Contributions Account, Qualified Matching Contributions
Account or earnings accrued after December 31, 1988, on the Participant's
Elective Deferrals) only if the distribution is made both due to an immediate
and heavy financial need of the Participant and is necessary to satisfy such
financial need.

5.9.2  A hardship distribution shall be permitted only if the distribution is
due to:

(A) expenses incurred or necessary for medical care described in Code
Section 213(d) incurred by the Participant, the Participant's Spouse, or any
dependents of the Participant (as defined in Code Section 152);

(B) purchase (excluding mortgage payments) of a principal residence for the
Participant;

(C) payment of tuition and related educational fees for the next 12 months of
post-secondary education for the Participant, his or her Spouse, children or
dependents;

(D) the need to prevent the eviction of the Participant from his or her
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or

(E) any other condition or event which the Commissioner of the Internal Revenue
Service determines is a deemed immediate and financial need.

5.9.3  A distribution will be considered necessary to satisfy an immediate and
heavy financial need of a Participant if all of the following requirements are
satisfied:

(A) the distribution will not be in excess of the amount of the immediate and
heavy financial need of the Participant (including amounts necessary to pay any
Federal, state or local income taxes or penalties reasonably anticipated to
result from the distribution);

(B) the Participant obtains all distributions, other than hardship
distributions, and all nontaxable loans currently available under all plans
maintained by the Employer or an Affiliate;

(C) the Participant's Elective Deferrals, Employee Thrift Contributions and
Participant Voluntary Nondeductible Contributions will be suspended for at least
12 months after receipt of the hardship distribution in this Plan and in all
other plans maintained by the Employer or an Affiliate; and

(D) the Participant may not make Elective Deferrals for the Participant'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 Participant's Elective Deferrals for the
taxable year of the distribution in this Plan and in all other plans maintained
by the Employer or an Affiliate.

5.9.4  If the distribution is made from any Account other than a 401(k)
Contributions Account, a distribution due to hardship may be made without
application of Section 5.9.3(B), 5.9.3(C), or 5.9.3(D).

5.10  Limitation on Commencement of Benefits

5.10.1  Anything in this Article V to the contrary notwithstanding, a
Participant's Benefit Commencement Date shall in no event be later than the 60th
day after the close of the Plan Year in which the latest of the following events
occur:

(A) the attainment by the Participant of his or her Normal Retirement Age;

(B) the tenth anniversary of the year in which the Participant commenced
participation in the Plan; or

(C) the Participant's termination of Employment.  Notwithstanding the foregoing,
the failure of a Participant and Spouse to consent to a distribution while a
benefit is Immediately Distributable, shall be deemed to be an election to defer
commencement of payment of any benefit sufficient to satisfy this Section.

5.10.2  If it is not possible to distribute a Participant's Accounts because the
Administrator has been unable to locate the Participant after making reasonable
efforts to do so, then a distribution of the Participant's Accounts shall be
made when the Participant can be located.

5.11  Distribution Requirements

5.11.1  Subject to the Joint and Survivor Annuity rules set forth in Article VI,
the requirements of this Article shall apply to any distribution of a
Participant's interest and will take precedence over any inconsistent provisions
of this Plan.  Unless otherwise specified, the provisions of this article apply
to calendar years beginning after December 31, 1984.  As used in this Section
5.11, each of the following terms shall have the meaning for that term set forth
in this Section 5.11.1:

(A) Applicable Life Expectancy.  The life expectancy (or joint and last survivor
expectancy) calculated using the attained age of the Participant (or designated
Beneficiary) as of the Participant's (or designated 

<PAGE>


Beneficiary's) birthday in the applicable calendar year reduced by one for each
calendar year which has elapsed since the date Life Expectancy was first
calculated.  If Life Expectancy is being recalculated, the Applicable Life
Expectancy shall be the Life Expectancy as so recalculated.  The applicable
calendar year shall be the first distribution calendar year, and if Life
Expectancy is being recalculated such succeeding calendar year.



(B) Designated Beneficiary.  The individual who is designated as the Beneficiary
under the Plan in accordance with Code Section 401(a)(9).  In the event that a
Participant names a trust to be a designated Beneficiary, such designation shall
provide that, as of the later of the date on which the trust is named as a
Beneficiary or the Participant's Required Beginning Date, and as of all
subsequent periods during which the trust is named as a Beneficiary, the
following requirements are met:  (i) the trust is a valid trust under state law,
or would be but for the fact that there is no corpus; (ii) the trust is
irrevocable; (iii) the Beneficiaries of the trust who are Beneficiaries with
respect to the trust's interest in the Participant's benefits are identifiable
from the trust instrument within the meaning of Code Section 401(a)(9); and
(iv) a copy of the trust is provided to the Plan.

(C) Distribution Calendar Year.  A calendar year for which a minimum
distribution is required.  For distributions beginning before the Participant's
death, the first Distribution Calendar Year is the calendar year immediately
preceding the calendar year which contains the Participant's Required Beginning
Date.  For distributions beginning after the Participant's death, the first
Distribution Calendar Year is the calendar year in which distributions are
required to begin pursuant to Section 7.2.

(D) Life Expectancy.  Life Expectancy and joint and last survivor expectancy are
computed by use of the expected return multiples in Tables V and VI of section
1.72-9 of the regulations issued under the Code.

Unless otherwise elected by the Participant (or Spouse, in the case of
distributions described in Section 7.2) by the time distributions are required
to begin, Life Expectancies shall not be recalculated annually.  Such election
shall be irrevocable as to the Participant or Spouse and shall apply to all
subsequent years.  The Life Expectancy of a nonspouse Beneficiary may not be
recalculated.

(E) Required Beginning Date.

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

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

(1) Non-5% owners.  The Required Beginning Date of a Participant who is not a
"5% owner" as defined in (iii) below 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) 5% owners.  The Required Beginning Date of a Participant who is a 5% owner
during any year beginning after December 31, 1979, is the first day of April
following the later of:

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

(b) the earlier of the calendar year with or within which ends the Plan Year in
which the Participant becomes a 5% owner, or the calendar year in which the
Participant retires.

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

(iii)  5% owner.  A Participant is treated as a 5% owner for purposes of this
Section 5.11 if such Participant is a 5% owner as defined in Code Section 416(i)
(determined in accordance with 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.

(iv)  Once distributions have begun to a 5% owner under this Section 5.11, they
must continue to be distributed, even if the Participant ceases to be a 5% owner
in a subsequent year.

5.11.2  All distributions required under this Section 5.11 shall be determined
and made in accordance with the Income Tax Regulations under Code
Section 401(a)(9), including the minimum distribution incidental benefit
requirement of section 1.401(a)(9)-2 of the regulations issued under the Code. 
The entire interest of a Participant must be distributed or begin to be
distributed no later than the Participant's Required Beginning Date.

<PAGE>


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

(A) the life of the Participant;

(B) the life of the Participant and a Designated Beneficiary;

(C) a period certain not extending beyond the Life Expectancy of the
Participant; or

(D) a period certain not extending beyond the joint and last survivor expectancy
of the Participant and a Designated Beneficiary.

For calendar years beginning before January 1, 1989, if the Participant'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 Participant.

5.11.4  Determination of Amount to be  Distributed Each Year.  (A)  If the
Participant's interest is to be paid in the form of annuity distributions under
the Plan (whether directly or in the form of an annuity purchased from an
insurance company), payments under the annuity shall satisfy the following
requirements:

(I) the annuity distributions must be paid in periodic payments made at
intervals not longer than one year;

(ii) the distribution period must be over a life (or lives) or over a period
certain not longer than a Life Expectancy (or joint life and last survivor
expectancy) described in Code Section 401(a)(9)(A)(ii) or Code
Section 401(a)(9)(B)(iii), whichever is applicable;

(iii) the Life Expectancy (or joint life and last survivor expectancy) for
purposes of determining the period certain shall be determined without
recalculation of Life Expectancy;

(iv) once payments have begun over a period certain, the period certain may not
be lengthened even if the period certain is shorter than the maximum permitted;

(v) payments must either be nonincreasing or increase only as follows:

(1) with any percentage increase in a specified and generally recognized 
cost-of-living index;

(2) to the extent of the reduction to the amount of the Participant's payments
to provide for a survivor benefit upon death, but only if the Beneficiary whose
life was being used to determine the distribution period described in Section
5.11.4(A)(iii) dies and the payments continue otherwise in accordance with that
section over the life of the Participant;

(3) to provide cash refunds of Employee contributions upon the Participant's
death; or

(4) because of an increase in benefits under the Plan.

(vi) If the annuity is a life annuity (or a life annuity with a period certain
not exceeding 20 years), the amount which must be distributed on or before the
Participant's Required Beginning Date (or, in the case of distributions after
the death of the Participant, the date distributions are required to begin
pursuant to Section 7.2) shall be the payment which is required for one payment
interval.  The second payment need not be made until the end of the next payment
interval even if that payment interval ends in the next calendar year.  Payment
intervals are the periods for which payments are received, e.g., bimonthly,
monthly, semi-annually, or annually.

If the annuity is a period certain annuity without a life contingency (or is a
life annuity with a period certain exceeding 20 years) periodic payments for
each distribution calendar year shall be combined and treated as an annual
amount.  The amount which must be distributed by the Participant's Required
Beginning Date (or, in the case of distributions after the death of the
Participant, the date distributions are required to begin pursuant to Section
7.2) is the annual amount for the first Distribution Calendar Year.  The annual
amount for other Distribution Calendar Years, including the annual amount for
the calendar year in which the Participant's Required Beginning Date (or the
date distributions are required to begin pursuant to Section 7.2) occurs, must
be distributed on or before December 31 of the calendar year for which the
distribution is required.

(B)  Annuities purchased after December 31, 1988, are subject to the following
additional conditions:

(i) Unless the Participant's Spouse is the Designated Beneficiary, if the
Participant's interest is being distributed in the form of a period certain
annuity without a life contingency, the period certain as of the beginning of
the first Distribution Calendar Year may not exceed the applicable period
determined using the table set forth in Q&A A-5 of section 1.401(a)(9)-2 of the
regulations issued under the Code.

 (ii) If the Participant's interest is being distributed in the form of a joint
and survivor annuity for the joint lives of the Participant and a nonspouse
Beneficiary, annuity payments to be made on or after the Participant's Required
Beginning Date to the Designated Beneficiary after the Participant's death must
not at any time exceed the applicable percentage 

<PAGE>


of the annuity payment for such period that would have been payable to the 
Participant using the table set forth in Q&A A-6 of section 1.401(a)(9)-2 of 
the regulations under the Code.

(C)  Transitional Rule.  If payments under an annuity which complies with 
Section 5.11.4(A) begin prior to January 1, 1989, the minimum distribution 
requirements in effect as of July 27, 1987, shall apply to distributions from 
this Plan, regardless of whether the annuity form of payment is irrevocable. 
This transitional rule also applies to deferred annuity contracts distributed 
to or owned by the Participant prior to January 1, 1989, unless additional 
contributions are made under the Plan by the Employer or Affiliate with 
respect to such contract.

(D)  If the form of distribution is an annuity made in accordance with Section
5.11.4, any additional benefits accruing to the Participant after his or her
Required Beginning Date shall be distributed as a separate and identifiable
component of the annuity beginning with the first payment interval ending in the
calendar year immediately following the calendar year in which such amount
accrues.

(E)  Any part of the Participant's interest which is in the form of an
individual account shall be distributed in a manner satisfying the requirements
of Code Section 401(a)(9).

5.11.5  Transitional Rule:  Section 242 Election.  Notwithstanding the other
requirements of this Article and subject to the Joint and Survivor Annuity rules
set forth in Article VI, distribution on behalf of any Employee, including a 5%
owner, may be made in accordance with all of the following requirements
(regardless of when such distribution commences):

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

(B)  the distribution is in accordance with a method of distribution designated
by the Employee whose interest in the trust is being distributed or, if the
Employee is deceased, by a Beneficiary of such Employee;

(C)  such designation was in writing, was signed by the Employee or the
Beneficiary, and was made before January 1, 1984;

(D)  the Employee had accrued a benefit under the Plan as of December 31, 1983;
and

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

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

For any distribution which commences before January 1, 1984, but continues after
December 31, 1983, the Employee, or the Beneficiary, to whom such distribution
is being made, will be presumed to have designated the method of distribution
under which the distribution is being made if the method of distribution was
specified in writing and the distribution satisfies the requirements in
subsections 5.11.5(A) and (E).

If a designation is revoked any subsequent distribution must satisfy the
requirements of Code Section 401(a)(9).  If a designation is revoked subsequent
to the date distributions are required to begin, the trust must distribute by
the end of the calendar year following the calendar year in which the revocation
occurs the total amount not yet distributed to satisfy Code Section 401(a)(9)
but for the Section 242(b)(2) election.  For calendar years beginning after
December 31, 1988, such distributions must meet the minimum distribution
incidental benefit requirements in section 1.401(a)(9)-2 of the regulations
issued under the Code.  Any changes in the designation will be considered to be
a revocation of the designation.  However, the mere substitution or addition of
another Beneficiary (one not named in the designation) under the designation
will not be considered to be a revocation of the designation, so long as such
substitution or addition does not alter the period over which distributions are
to be made under the designation, directly or indirectly (for example, by
altering the relevant measuring life).  In the case in which an amount is
transferred or rolled over from one plan to another plan, the rules in Q&A J-2
and Q&A J-3 of section 1.401(a)(9)-1 of the regulations issued under the Code.


<PAGE>
 
                                          
                                  ARTICLE VI 
                        FORMS OF PAYMENT OF RETIREMENT
                                   BENEFITS

6.1  Methods of Distribution 

6.1.1  If the Plan is a money purchase pension plan or a target benefit plan, 
a Participant's benefit shall be payable in the normal form of a Qualified 
Joint and Survivor Annuity if the Participant is married on his or her 
Benefit Commencement Date and in the normal form of an immediate annuity for 
the life of the Participant if the Participant is not married on that date.  
A Participant who terminated Employment on or after satisfying the 
requirements for Early Retirement may elect to have his or her Qualified 
Joint and Survivor Annuity distributed upon attainment of such Early 
Retirement.  If the Plan is a profit-sharing plan that satisfies the 
requirements set forth in Section 6.1.2, a Participant's Accounts shall only 
be payable in the normal form of a lump-sum distribution in accordance with 
Section 6.1.1(B) below.  A Participant in a money purchase pension plan, a 
target benefit plan, or a profit-sharing plan that does not satisfy the 
requirements set forth in Section 6.1.2, may at any time after attaining age 
35 and prior to his or her Benefit Commencement Date elect, in accordance 
with Section 6.2, any of the following optional forms of payment instead of 
the normal form:

(A)  An Annuity Contract payable as:

(i) a single life annuity;

(ii) a joint and 50% survivor annuity with a contingent annuitant;

(iii) a joint and 100% survivor annuity with a contingent annuitant;

(iv) an annuity for the life of the Participant with 120 monthly payments
certain;

(B)  A lump-sum distribution in cash or in kind, or part in cash and part in
kind; or

(C)  In installments payable in cash or in kind, or part in cash and part in 
kind over a period not in excess of that required to comply with Section 
5.11.4.

Anything in this Section 6.1.1 to the contrary notwithstanding, if the value 
of a Participant's vested Account as of the applicable Valuation Date is 
$3,500 or less, his or her benefit shall be paid in the form of a lump-sum 
distribution and no optional form of benefit payment shall be available.

6.1.2  If the Plan is a profit-sharing plan then:(A) the Participant cannot 
elect payments in the form of a Life annuity (this Section 6.1.2 shall not 
apply if a life annuity form is an optional form preserved under Code Section 
411(d)(6)); (B) on the death of the Participant, the Participant's benefits 
will be paid to his or her Surviving Spouse, if any, or, if his or her 
Surviving Spouse has already consented in a manner conforming to an election 
under Section 6.2.4, then to the Participant's Beneficiary; and(C) the normal 
form of benefit shall be a lump-sum and Sections 6.2.1, 6.2.2 and 6.2.4 shall 
not be applied by the Administrator.  A Participant in such a profit-sharing 
plan may also elect to receive his or her benefit in the form of installments 
in accordance with Section 6.1.1(C) of the Plan.  This Section 6.1.2 shall 
not apply, however, with respect to the Participant if it is determined that 
the Plan is a direct or indirect transferee of a defined benefit plan, a 
money purchase pension plan (including a target benefit plan) or a stock 
bonus or profit-sharing plan which is subject to the survivor annuity 
requirements of Code Sections 401(a)(11) and 417.  In addition, this Section 
6.1.2 shall not apply unless the Participant's Surviving Spouse, if any, is 
the Beneficiary of (i) the proceeds of any insurance on the Participant's 
life purchased by Employer contributions or (ii) forfeitures allocated to the 
Participant's Employer Account or unless the Participant's Surviving Spouse 
has consented to the Participant's designation of another Beneficiary as 
referred to in subsection (C) of this Section 6.1.2.

6.1.3  The following transitional rules shall apply for those Participants 
entitled to but not receiving benefits as of August 23, 1984:

(A)  Any living Participant not receiving benefits on August 23, 1984, who 
would otherwise not receive the benefits prescribed by Section 6.1 must be 
given the opportunity to elect to have Section 6.1 apply if such Participant 
is credited with at least one Hour of Service under this Plan or a 
predecessor plan in a Plan Year beginning on or after January 1, 1976, and 
such Participant had at least 10 Years of Service when he or she terminated 
from Employment.

(B)  Any living Participant not receiving benefits on August 23, 1984, who 
was credited with at least one Hour of Service under this Plan or a 
predecessor plan on or after September 2, l974, and who is not otherwise 
credited with an Hour of Service in a Plan Year beginning on or after January 
1, 1976, must be given the opportunity to have his or her benefits paid in 
accordance with this Section 6.1.3(D).

(C)  The respective opportunities to elect (as described in these Sections 
6.1.3(A) and (B)) must be afforded to the appropriate Participants during the 
period commencing on August 23, 1984, and ending on such Participant's 
Benefit Commencement Date.

(D)  Any Participant who has elected pursuant to this Section 6.1.3(B) and 
any Participant who does not elect under this Section 6.1.3(A) or who meets 
the

<PAGE>

requirements of this Section 6.1.3(A) except that such Participant does not 
have at least ten Years of Service when he or she terminates from Employment, 
shall have his or her benefits distributed in accordance with all of the 
following requirements if benefits would have been payable in the form of a 
single life annuity:

(1)  Automatic Qualified Joint and  Survivor Annuity

If benefits in the form of a single life annuity become payable to a married 
Participant who:

(a)  begins to receive payments on or after Normal Retirement Age; or

(b)  dies on or after Normal Retirement Age while in active Employment; or

(c)  begins to receive payments on or after the "Qualified Early Retirement 
Age", as that term is defined in Section 6.1.3(D)(3)(a); or

(d)  terminates from Employment on or after attaining Normal Retirement Age 
(or Qualified Early Retirement Age) and after satisfying the eligibility 
requirement for the payment of benefits under the Plan and thereafter dies 
before his or her Benefit Commencement Date; then such benefits will be 
received in the form of a Qualified Joint and Survivor Annuity, unless the 
Participant has elected otherwise during the election period which begins at 
least six months before the Participant attains Qualified Early Retirement 
Age and ends no earlier than 90 days before his or her Benefit Commencement 
Date.  Any election hereunder will be in writing and may be changed by the 
Participant at any time.

(2)  Election of early survivor annuity

A Participant who is employed after attaining the Qualified Early Retirement 
Age will be given the opportunity to elect, beginning on the later of (1) the 
90th day before he or she attains his or her Qualified Early Retirement Age, 
or (2) the date on which participation begins, and ending on the date he or 
she terminates Employment, to have a survivor annuity payable on death.  If 
the Participant elects the survivor annuity, payments under such annuity must 
not be less than the payments which would have been made to the Spouse under 
the Qualified Joint and Survivor Annuity if the Participant had retired on 
the day before his or her death.  Any election under this provision will be 
in writing and may be changed by the Participant at any time.

(3)  Qualified Early Retirement Age

(a)  For purposes of this section 6.1.3, Qualified Early Retirement Age is 
the latest of:

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

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

(iii)  the date the Participant begins participation.

(b)  Qualified Joint and Survivor Annuity is an annuity for the life of the 
Participant with a survivor annuity for the life of the Spouse as described 
in Section 1.77.

6.2  Election of Optional Forms

6.2.1  By notice to the Administrator at any time prior to a Participant's 
date of death and beginning on the first day of the Plan Year in which the 
Participant attains age 35, the Participant may elect, in writing, not to 
receive the normal form of benefit payment otherwise applicable and to 
receive instead an optional form of benefit payment provided for in Section 
6.1.1.  If the Participant separates from Employment prior to the first day 
of the Plan Year in which the Participant attains age 35, the Participant may 
make such election beginning on the date he or she separates from Employment. 
 This Section 6.2.1 shall not be applicable if Section 6.1.2 applies to a 
Participant.

6.2.2  Within a reasonable period, but in any event no less than 30 and no 
more than 90 days prior to each Participant's Benefit Commencement Date, the 
Administrator shall provide to each Participant a written explanation of the 
terms and conditions of a Qualified Joint and Survivor Annuity.  Such written 
explanation shall consist of:

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

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

(C) the rights of the Participant's Spouse under Section 6.2.4; 

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

(E) the relative values of the various optional forms of benefit under the 
Plan.

<PAGE>


The Administrator may, on a uniform and nondiscriminatory basis, provide for 
such other notices, information or election periods or take such other action 
as the Administrator considers necessary or appropriate to implement the 
provisions of this Section 6.2.2.

6.2.3  A Participant may revoke his or her election to take an optional form 
of benefit, and elect a different form of benefit, at any time prior to the 
Participant's Benefit Commencement Date.

6.2.4  The election of an optional benefit by a Participant after December 
31, 1984, must also be a waiver of a Qualified Joint and Survivor Annuity by 
the Participant.  Any waiver of a Qualified Joint and Survivor Annuity shall 
not be effective unless (A) the Participant's Spouse consents in writing; (B) 
the election designates a specific alternate Beneficiary, including any class 
of Beneficiaries or any contingent Beneficiaries which may not be changed 
without spousal consent (or the Spouse expressly permits designations by the 
Participant without any further spousal consent); (C) the Spouse's consent to 
the waiver is witnessed by a Plan representative or notary public; and (D) 
the Spouse's consent acknowledges the effect of the election.  Additionally, 
a Participant's waiver of the Qualified Joint and Survivor Annuity will not 
be effective unless the election designates a form of benefit payment which 
may not be changed without spousal consent or the Spouse expressly permits 
designations without any further spousal consent.  Notwithstanding this 
consent requirement, if the Participant establishes to the satisfaction of a 
Plan representative that such written consent may not be obtained because 
there is no Spouse or the Spouse cannot be located, the election will be 
deemed effective.  Any consent necessary under this provision will not be 
valid with respect to any other Spouse.  A consent that permits designations 
by the Participant without any requirement of further consent by such Spouse 
must acknowledge that the Spouse has the right to limit consent to a specific 
Beneficiary, and a specific form of benefit, where applicable, and that the 
Spouse voluntarily elects to relinquish either or both of such rights.  
Additionally, a revocation of a prior waiver may be made by a Participant 
without the consent of the Spouse at any time before his or her Benefit 
Commencement Date.  The number of revocations shall not be limited.  Any new 
waiver will require a new consent by the electing Participant's Spouse.  No 
consent obtained under this provision shall be valid unless the Participant 
has received notice as provided in this Section.

6.2.5  The election of an optional form of benefit which contemplates the 
payment of an annuity shall not be given effect if any person who would 
receive benefits under the annuity dies before the Benefit Commencement Date.

6.3  Change in Form of Benefit Payments

Any former Employee whose payments are being deferred or who is receiving 
installment payments may request acceleration or other modification of the 
form of benefit distribution, subject to Code Section 401(a)(9), provided 
that any necessary consent to such change required pursuant to Section 6.2.4 
is obtained from the Employee's Spouse.  This Section 6.3 shall not apply to 
any Employee who becomes a Participant on or after January 1, 1989 or to 
Plans adopted after that date.

6.4  Direct Rollovers

6.4.1  The provisions of this Section 6.4 apply only to distributions made on 
or after January 1, 1993.

6.4.2  Notwithstanding any provision of the Plan to the contrary that would 
otherwise limit a Distributee's election under this Section 6.4, a 
Distributee may elect, at the time and in the manner prescribed by the 
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.

6.4.3  Definitions - All terms used in this Section 6.4 shall have the 
meaning set forth below:

(A) 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 Code Section 401(a)(9); 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).

(B) Eligible Retirement Plan:  An Eligible Retirement Plan is an individual 
retirement account described in Code Section 408(a), an individual retirement 
annuity described in Code Section 408(b), an annuity plan described in Code 
Section 403(a), or a qualified trust described in Code Section 401(a) 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.

<PAGE>


(C) 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 Code Section 
414(p), are Distributees with regard to the interest of the Spouse or former 
Spouse.

(D) Direct Rollover:  A Direct Rollover is a payment by the Plan to the 
Eligible Retirement Plan specified by the Distributee.

                                ARTICLE VII
                               Death Benefits

7.1  Payment of Account Balances

7.1.1  The benefits payable to the Beneficiary of a Participant who dies 
while an Employee shall be the Account Balance of all of his or her Accounts 
including, if applicable, the proceeds of any life insurance contract in 
effect on the Participant's life in accordance with Section 7.3.  The 
benefits payable to the Beneficiary of a Participant who dies after 
terminating Employment shall be the vested Account Balance of all of his or 
her Accounts.  Except as otherwise provided in this Article VII, a 
Beneficiary may request that he or she be paid his or her benefits as soon as 
practicable after the Participant's death.

7.1.2  If a Participant dies before distribution of his or her entire 
interest in the Plan has been completed, the remaining interest shall, 
subject to Section 7.2.5, be distributed to the Participant's Beneficiary in 
the form, at the time and from among the methods specified in Section 6.1.1 
as elected by the Beneficiary in writing filed with the Administrator.  If an 
election is not received by the Administrator within 90 days following the 
date the Administrator is notified of the Participant's death, the 
distribution shall be made, if to a Surviving Spouse, in accordance with 
Section 7.2.5(B), and, if to some other Beneficiary, to the Beneficiary in a 
lump-sum.

7.1.3  The value of the benefits payable to a Beneficiary shall be determined 
in accordance with Section 10.6.2.  If the value of such death benefit is 
$3,500 or less, distribution of such benefit shall be made in a lump-sum as 
soon as practicable following the death of the Participant.

7.2  Beneficiaries

7.2.1  The Administrator shall provide each Participant, within the period 
described in Section 7.2.1(A) for such Participant, a written explanation of 
the death benefit in such terms and in such a manner as would be comparable 
to the explanation provided for meeting the requirements applicable to a 
Qualified Joint and Survivor Annuity.  This Section 7.2.1 shall not be 
applicable if Section 6.1.2 applies to a Participant.

(A) The period for providing a written explanation of the death benefit for a 
Participant ends on the latest of the following to occur:

(i)  the period beginning with the first day of the Plan Year in which the 
Participant attains age 32 and ending with the close of the Plan Year 
preceding the Plan Year in which the Participant attains age 35;

(ii)  a reasonable period ending after the Employee becomes a Participant; or 
(iii)  a reasonable period ending after Code Section 417 first applies to the 
Participant.

Notwithstanding the foregoing, notice must be provided within a reasonable 
period ending after termination of Employment in case of a Participant who 
terminates Employment before attaining age 35 and who has a vested interest 
in his or her Account.

(B) For purposes of the preceding paragraph, a reasonable period ending after 
the enumerated events described in (ii) and (iii) is the end of the two-year 
period beginning one year prior to the date the applicable event occurs and 
ending one year after that date.  A Participant who has a vested interest in 
his or her Account and who terminates Employment before the Plan in which age 
35 is attained, shall be provided such notice within the two-year period 
beginning one year prior to and ending one year after termination.  If such a 
Participant returns to Employment, the applicable period for such Participant 
shall be redetermined.

7.2.2  A Participant shall designate one or more Beneficiaries to whom 
amounts due after his or her death, other than under the Qualified Joint and 
Survivor Annuity, shall be paid.  In the event a Participant fails to make a 
proper designation or in the event that no designated Beneficiary survives 
the Participant, the Participant's Beneficiary shall be the Participant's 
Surviving Spouse, or if the Participant has no Surviving Spouse, the legal 
representative of the Participant's estate, as an asset of that estate.  A 
Participant's Beneficiary shall not have any right to benefits under the Plan 
unless he or she shall survive the Participant.

7.2.3  Any designation of a Beneficiary incorporated into an Annuity Contract 
or insurance contract shall be governed by the terms of such Annuity Contract 
or insurance contract.  Any other designation of a Beneficiary must be filed 
with the Administrator, in a time and manner designated by such 
Administrator, in order to be effective.  Any such designation of a 
Beneficiary may be revoked by filing a later designation 

<PAGE>


or an instrument of revocation with the Administrator, in a time and manner 
designated by the Administrator.

7.2.4  Effective after December 31, 1984, a married Participant whose 
designation of a Beneficiary is someone other than his or her Spouse, 
including a Beneficiary referred to in the first sentence of Section 7.2.3, 
or the change of any such Beneficiary to a new Beneficiary other than the 
Participant's Spouse, shall not be valid unless made in writing and consented 
to by the Participant's Spouse in such terms and in such a manner as would be 
comparable to the consent provided for a waiver of the Qualified Joint and 
Survivor Annuity.  The Spouse's consent to such designation must be made in 
the manner described in Section 6.2.4.

7.2.5  Notwithstanding any other provision of the Plan to the contrary:

(A) If the Participant dies after his or her Benefit Commencement Date, but 
before distribution of his or her benefit has been completed, the remaining 
portion of such benefit may continue in the form and over the period in which 
the distributions were being made, but in any event must continue to be made 
at least as rapidly as under the method of distribution being used prior to 
the Participant's death.

(B) If the Participant dies leaving a Surviving Spouse before his or her 
Benefit Commencement Date, the Participant's benefit shall be payable to the 
Participant's Surviving Spouse in the form of an annuity for the life of the 
Surviving Spouse.  The preceding sentence shall not apply if, within 90 days 
following the date the Administrator is notified of the Participant's death, 
his or her Surviving Spouse elects, by written notice to the Administrator, 
any other form of benefit payment specified in Section 6.1.1, or the such 
Surviving Spouse has already consented in a manner described in Section 6.2.4 
to a distribution to an alternate Beneficiary designated by the Participant.  
If the Plan is a profit-sharing plan which meets the requirements of Section 
6.1.2., the Surviving Spouse shall receive his or her distribution in the 
form of a lump-sum unless she or he elects within 90 days following the date 
the Administrator is notified of the Participant's death, any other form of 
benefit payment specified in Section 6.1.1, or the Participant's Surviving 
Spouse has already consented in a manner described in Section 6.2.4 to a 
distribution to an alternate Beneficiary designated by the Participant.  If 
the Participant's benefit is $3,500 or less, distribution shall be made in 
the form of a lump-sum comprised of the assets in the Account immediately 
prior to the distribution if the Account consists of Participant-Directed 
Assets.  If the Account does not consist of Participant-Directed Assets, the 
distribution shall be in cash.  If the Participant's benefit is distributable 
in the form of an annuity for the life of the Surviving Spouse, the Surviving 
Spouse may elect to have such annuity distributed immediately.

(C) If the Participant dies before his or her Benefit Commencement Date, the 
distribution of the Participant's entire interest shall be completed by 
December 31 of the calendar year containing the fifth anniversary of the 
Participant's death except to the extent that an election is made by the 
designated Beneficiary involved to receive distributions in accordance with 
(i) or (ii) of this subsection (C) below:

(i)  if any portion of the Participant's interest is payable to a designated 
Beneficiary who is an individual, distributions may be made in substantially 
equal installments over the life or Life Expectancy, as defined in Section 
5.11.1(D), of the designated Beneficiary commencing on or before December 31 
of the calendar year immediately following the calendar year of the 
Participant's death;

(ii)  if the designated Beneficiary is the Participant's Surviving Spouse, 
the date distributions are required to begin in accordance with (i) of this 
subsection (C) shall not be earlier than the later of December 31 of the 
calendar year in which the Participant died and December 31 of the calendar 
year in which the Participant would have attained age 65; and

(iii)  if the Surviving Spouse dies before payments begin subsequent 
distributions shall be made as if the Surviving Spouse had been the 
Participant.

(D) For purposes of this Section 7.2.5, distribution of a Participant's 
interest is considered to begin on the Participant's Required Beginning Date, 
as defined in Section 5.11.1(E).  If distribution in the form of an annuity 
irrevocably commences to the Participant before such Required Beginning Date, 
the date distribution is considered to begin is the date distribution 
actually commences.

(E) For purposes of this Section 7.2.5, any amount paid to a child of the 
Participant will be treated as if it had been paid to the Participant's 
Surviving Spouse if the amount becomes payable to such Surviving Spouse when 
the child reaches the age of majority.

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

<PAGE>


December 31 of the calendar year containing the fifth anniversary of the 
Participant's death.

7.3  Life Insurance 

7.3.1  With the consent of the Administrator and upon such notice as the 
Administrator may require, a Participant may direct that a portion of his or 
her Account be used to pay premiums on life insurance on the Participant's 
life; provided, however, that (a) the aggregate premiums paid on ordinary 
life insurance must be less than 50% of the aggregate contributions allocated 
to the Participant's Employer Accounts, (b) the aggregate premiums paid on 
term life insurance contracts, universal life insurance contracts and all 
other life insurance contracts which are not ordinary life insurance may not 
exceed 25% of the aggregate contributions allocated to the Participant's 
Employer Account, and (c) the sum of one-half of the premiums paid on 
ordinary life insurance and the total of all other life insurance premiums 
may not exceed 25% of the aggregate contributions allocated to the Employer 
Account of the Participant.  For purposes of these limitations, ordinary life 
insurance contracts are contracts with both non-decreasing death benefits and 
non-increasing premiums.

7.3.2  The Trustee shall be the owner of each life insurance contract 
purchased under this Section 7.3 and the proceeds of each such contract shall 
be payable to the Trustee, provided that all benefits, rights and privileges 
under each contract on the life of a Participant which are available while 
the Participant is living shall be exercised by the Trustee only upon and in 
accordance with the written instructions of the Participant.  The proceeds of 
all such insurance on the life of a Participant shall be paid over by the 
Trustee to the Participant's Beneficiary in accordance with this Article VII. 
 Under no circumstances shall the Trustee retain any part of the proceeds.

7.3.3  Any dividends or credits earned on a life insurance contract shall be 
applied when received in reduction of any premiums thereon, or, if no 
premiums are due, applied to increase the proceeds of the insurance contract.

7.3.4  If a Participant is found by the Administrator to be insurable only at 
a substandard premium rate, the policy shall provide a reduced death benefit 
using the same premium as would be required if the Participant were a 
standard risk, the amount of the death benefit being determined in accordance 
with the amount of the rating.

7.3.5  The cash surrender value of an insurance contract to the extent 
deriving from Employer or Participant contributions, if any, shall be 
included, respectively, in the Account Balance of the Account from which the 
premiums were paid.  Any death benefits under an insurance contract payable 
before the Participant's termination of Employment will be paid to the 
Trustee for addition to the relevant Account of the Participant for 
distribution in accordance with Section 7.1.

7.3.6  Any other provisions herein to the contrary notwithstanding, the 
purchase of life insurance for any Participant shall be subject to such 
minimum premium requirements as the Trustee may determine from time to time.

7.3.7  Premiums on life insurance contracts on a Participant's life shall be 
paid by the Trustee, unless directed otherwise by the Participant, first from 
cash in the Participant's Employer Accounts to the extent thereof, and then 
from cash in the Participant's Participant Contributions Accounts, if any, to 
the extent thereof.  If there is insufficient cash in either Account to pay 
premiums due, the Trustee shall notify the Participant of this fact.  If the 
Participant does not thereafter instruct the Trustee to sell sufficient 
assets in an Account of the Participant to pay premiums due on a timely 
basis, the Trustee shall not be obligated to take any further action with 
respect to any life insurance contract on the Participant's life, whether as 
regards continuing insurance on a paid-up basis, effecting a reduction of the 
insurance in force, or otherwise, except at the direction of the Participant.

7.3.8  Prior to such time as a Participant becomes entitled to receive a 
distribution of any benefits under this Plan for any reason other than the 
Participant's death, the Trustee shall, pursuant to the written direction of 
the Participant delivered to the Administrator within such period of time as 
is acceptable to the Administrator, either convert all life insurance 
contracts on the Participant's life into cash or an annuity to provide 
current or future retirement income to the Participant or distribute the 
contracts to the Participant as a part of a benefit distribution; provided, 
however, that:

(A) the contracts shall not be distributed unless, if the Participant is 
married at the time the distribution of the contracts is to be made, and the 
Plan is a money purchase pension plan, a target benefit plan or a 
profit-sharing plan to which Section 6.1.2 does not apply, the Participant's 
Spouse at that time consents to a distribution in the manner prescribed by 
Section 6.2.4; and

(B) if the cash value of any contracts at the time they become distributable 
to a Participant exceeds a Participant's vested interest in his or her 
Employer Accounts at that time, the Participant shall be entitled to receive 
a distribution of such contracts only if the Participant promptly pays such 
excess in cash to the Trust Fund.

<PAGE>


Life insurance contracts on a Participant's life shall not continue to be 
maintained under the Plan following the Participant's termination of 
Employment or after Employer contributions have ceased.

If a Participant on whose life an insurance contract is held does not make a 
timely and proper direction regarding the contract under this Section 7.3.8, 
the Participant shall be deemed to have directed that the contract be 
converted into cash to be distributed in the manner in which the 
Participant's benefit is to be distributed.

7.3.9  Anything contained herein to the contrary notwithstanding, in the 
event of any conflict between the terms of the Plan and the terms of any 
insurance contract purchased under this Section 7.3, the provisions of the 
Plan shall control.

                                ARTICLE VIII
                                FIDUCIARIES

8.1  Named Fiduciaries

8.1.1  The Administrator shall be a "named fiduciary" of the Plan, as that 
term is defined in ERISA Section 402(a)(2), with authority to control and 
manage the operation and administration of the Plan, other than authority to 
manage and control Plan assets.  The Administrator shall also be the 
"administrator" and "plan administrator" with respect to the Plan, as those 
terms are defined in ERISA Section 3(16)(A) and in Code Section 414(g), 
respectively.

8.1.2 The Trustee, or Investment Committee if appointed by the Employer, 
shall be a "named fiduciary" of the Plan, as that term is defined in ERISA 
Section 402(a)(2), with authority to manage and control all Trust Fund assets 
and to select an Investment Manager or Investment Managers.  If Merrill Lynch 
Trust Company is the Trustee, it shall be a nondiscretionary trustee; an 
Investment Committee shall be appointed and shall be the Employer, who may 
also remove such Investment Committee; and the Investment Committee shall be 
the "named fiduciary" with respect to Trust Fund assets.  Anything in this 
Section 8.1.2. to the contrary notwithstanding, with respect to 
Participant-Directed Assets, the Participant or Beneficiary having the power 
to direct the investment of such assets shall be the "named fiduciary" with 
respect thereto.

8.1.3 The Trustee, or Investment Committee if appointed by the Employer, 
shall have the power to make and deal with any investment of the Trust Fund 
permitted in Section 10.4, except Participant-Directed Assets or assets for 
which an Investment Manager has such power, in any manner which it deems 
advisable and shall also:

(A)  establish and carry out a funding policy and method consistent with the 
objectives of the Plan and the requirements of ERISA;

(B)  have the power to select Annuity Contracts, if applicable;

(C)  have the power to determine, if applicable, what investments specified 
in Section 10.4, including, without limitation, Qualified Employer Securities 
and regulated investment company shares, are available as 
Participant-Directed Assets; and

(D)  have all the rights, powers, duties and obligations granted or imposed 
upon it elsewhere in the Plan.

8.2  Employment of Advisers

A "named fiduciary", with respect to the Plan (as defined in ERISA Section 
402(a)(2)) and any "fiduciary" (as defined in ERISA Section 3(4)) appointed 
by such a "named fiduciary", may employ one or more persons to render advice 
with regard to any responsibility of such "named fiduciary" or "fiduciary" 
under the Plan.

8.3  Multiple Fiduciary Capacities

Any "named fiduciary" with respect to the Plan (as defined in ERISA Section 
402(a)(2)) and any other "fiduciary" (as defined in ERISA Section 3(4)) with 
respect to the Plan may serve in more than one fiduciary capacity.

8.4  Indemnification

To the extent not prohibited by state or federal law, the Employer agrees to, 
and shall indemnify and save harmless, as the case may be, each Administrator 
(if a person other than the Employer), Trustee, Investment Committee and/or 
any Employee, officer or director of the Employer, or an Affiliate, from all 
claims for liability, loss, damage or expense (including payment of 
reasonable expenses in connection with the defense against any such claim) 
which result from any exercise or failure to exercise any of the indemnified 
person's responsibilities with respect to the Plan, other than by reason of 
gross negligence.

8.5  Payment of Expenses

 8.5.1  All Plan expenses, including without limitation, expenses and fees 
(including fees for legal services rendered and fees to the Trustee) of the 
Sponsor, Administrator, Investment Manager, Trustee, and any insurance 
company, shall be charged against and withdrawn from the Trust Fund; 
provided, however, the Employer may pay any of such expenses or reimburse the 
Trust Fund for any payment.

<PAGE>


8.5.2 All transactional costs or charges imposed or incurred (if any) for 
Participant-Directed Assets shall be charged to the Account of the directing 
Participant or Beneficiary.  Transactional costs and charges shall include, 
but shall not be limited to, charges for the acquisition or sale or exchange 
of Participant-Directed Assets, brokerage commissions, service charges and 
professional fees.

8.5.3  Any taxes which may be imposed upon the Trust Fund or the income 
therefrom shall be deducted from and charged against the Trust Fund.

                                          
                                 ARTICLE IX
                            PLAN ADMINISTRATION

9.1  The Administrator 

9.1.1  The Employer may appoint one or more persons as Administrator, who may 
also be removed by the Employer.  If any individual is appointed as 
Administrator, and the individual is an Employee, the individual will be 
considered to have resigned as Administrator if he or she terminates 
Employment and at least one other person continues to serve as Administrator. 
 Employees shall receive no compensation for their services rendered to or as 
Administrator.

9.1.2  If more than one person is designated as Administrator, the 
Administrator shall act by a majority of its members at the time in office 
and such action may be taken either by a vote at a meeting or in writing 
without a meeting. However, if less than three members are appointed, the 
Administrators shall act only upon the unanimous consent of its members.  An 
Administrator who is also a Participant shall not vote or act upon any matter 
relating to himself or herself, unless such person is the sole Administrator.

9.1.3  The Administrator may authorize in writing any person to execute any 
document or documents on the Administrator's behalf, and any interested 
person, upon receipt of notice of such authorization directed to it, may 
thereafter accept and rely upon any document executed by such authorized 
person until the Administrator shall deliver to such interested person a 
written revocation of such authorization.

9.2  Powers and Duties of the Administrator

9.2.1 The Administrator shall have the power to construe the Plan and to 
determine all questions of fact or interpretation that may arise thereunder, 
and any such construction or determination shall be conclusively binding upon 
all persons interested in the Plan.

9.2.2  The Administrator shall have the power to promulgate such rules and 
procedures, to maintain or cause to be maintained such records and to issue 
such forms as it shall deem necessary and proper for the administration of 
the Plan.

9.2.3  Subject to the terms of the Plan, the Administrator shall determine 
the time and manner in which all elections authorized by the Plan shall be 
made or revoked.

9.2.4  The Administrator shall have all the rights, powers, duties and 
obligations granted to or imposed upon it elsewhere in the Plan.

9.2.5  The Administrator shall exercise all of its responsibilities in a 
uniform and nondiscriminatory manner.

9.3  Delegation of Responsibility

The Administrator may designate persons, including persons other than "named 
fiduciaries" (as defined in ERISA Section 402(a)(2)) to carry out the 
specified responsibilities of the Administrator and shall not be liable for 
any act or omission of a person so designated.

                                 ARTICLE X
                      TRUSTEE AND INVESTMENT COMMITTEE

10.1  Appointment of Trustee and Investment Committee 

10.1.1  The Employer shall appoint one or more persons as a Trustee who shall 
serve as such for all or a portion of the Trust Fund.  By executing the 
Adoption Agreement:  (i) the Employer represents that all necessary action 
has been taken for the appointment of the Trustee; (ii) the Trustee 
acknowledges that it accepts such appointment; and (iii) both the Employer 
and the Trustee agree to act in accordance with the Trust provisions 
contained in this Article X.

10.1.2  An Employee appointed as Trustee or to the Investment Committee shall 
receive no compensation for services rendered in such capacity and will be 
considered to have resigned if he or she terminates Employment and at least 
one other person continues to act as Trustee or as the Investment Committee, 
as the case may be.  If Merrill Lynch Trust Company is the Trustee, the 
Employer shall appoint an Investment Committee and Merrill Lynch Trust 
Company shall be a nondiscretionary trustee.

10.1.3  If more than one person is acting as the Trustee, or as an Investment 
Committee, such Trustee, or Investment Committee, shall act by a majority of 
the persons at the time so acting and such action may be taken either by a 
vote at a meeting or in writing without a meeting.  If less than three 
members are serving, the Trustee, or Investment Committee, shall act only 
upon the unanimous consent of those serving.  

<PAGE>

The Trustee, or Investment Committee, may authorize in writing any person to 
execute any document or documents on its behalf, and any interested person, 
upon receipt of notice of such authorization directed to it, may thereafter 
accept and rely upon any document executed by such authorized person until 
the Trustee, or Investment Committee, shall deliver to such interested person 
a written revocation of such authorization.

10.2  The Trust Fund

The Trustee shall receive such sums of money or other property acceptable to 
the Trustee which shall from time to time be paid or delivered to the Trustee 
under the Plan.  The Trustee shall hold in the Trust Fund all such assets, 
without distinction between principal and income, together with all property 
purchased therewith and the proceeds thereof and the earnings and income 
thereon.  The Trustee shall not be responsible for, or have any duty to 
enforce, the collection of any contributions or assets to be paid or 
transferred to it, or for verifying whether contributions or transfers to it 
are allowable under the Plan, nor shall the Trustee be responsible for the 
adequacy of the Trust Fund to meet or discharge liabilities under the Plan.

10.2.1  The Trustee shall receive in cash or other assets acceptable to the 
Trustee, so long as such assets received do not constitute a prohibited 
transaction, all contributions paid or delivered to it which are allocable 
under the Plan and to the Trust Fund and all transfers paid or delivered 
under the Plan to the Trust Fund from a predecessor trustee or another trust 
(including a trust forming part of another plan qualified under Code Section 
401(a); provided, however, that the Trustee shall not be obligated to receive 
any such contribution or transfer unless prior thereto or coincident 
therewith, as the Trustee may specify, the Trustee has received such 
reconciliation, allocation, investment or other information concerning, or 
such direction, contribution or representation with respect to, the 
contribution or transfer or the source thereof as the Trustee may require.  
The Trustee shall have no duty or authority to (a) require any contributions 
or transfers to be made under the Plan or to the Trustee, (b) compute any 
amount to be contributed or transferred under the Plan to the Trustee, or (c) 
determine whether amounts received by the Trustee comply with the Plan.

10.2.2  The Trust Fund shall consist of all money and other property received 
by the Trustee pursuant to Section 10.2, increased by any income or gains on 
or increment in such assets and decreased by any investment loss or expense, 
benefit or disbursement paid pursuant to the Plan.

10.3  Relationship with Administrator

10.3.1  Neither the Trustee, nor the Investment Committee, if any, shall be 
responsible in any respect for the administration of the Plan.  Payments of 
money or property from the Trust Fund shall be made by the Trustee upon 
direction from the Administrator or its designee.  Payments by the Trustee 
shall be transmitted to the Administrator or its designee for delivery to the 
proper payees or to payee addresses supplied by the Administrator or its 
designee, and the Trustee's obligation to make such payments shall be 
satisfied upon such transmittal.  The Trustee shall have no obligation to 
determine the identity of persons entitled to payments under the Plan or 
their addresses.

10.3.2  Directions from or on behalf of the Administrator or its designee 
shall be communicated to the Trustee or the Trustee's designee for that 
purpose only in a manner and in accordance with procedures acceptable to the 
Trustee.  The Trustee's designee shall not, however, be empowered to 
implement any such directions except in accordance with procedures acceptable 
to the Trustee.  The Trustee shall have no liability for following any such 
directions or failing to act in the absence of any such directions.  The 
Trustee shall have no liability for the acts or omissions of any person 
making or failing to make any direction under the Plan or the provisions of 
this Article X nor any duty or obligation to review any such direction, act 
or omission.

10.3.3  If a dispute arises over the propriety of the Trustee making any 
payment from the Trust Fund, the Trustee may withhold the payment until the 
dispute has been resolved by a court of competent jurisdiction or settled by 
the parties to the dispute.  The Trustee may consult legal counsel and shall 
be fully protected in acting upon the advice of counsel.

<PAGE>


10.4  Investment of Assets

10.4.1 Except as provided in Section 10.4.2, investments of the Trust Fund shall
be made in the following, but only if compatible with the Sponsor's
administrative and operational requirement and framework:

(A) shares of any regulated investment company managed in whole or in part by
the Sponsor or any affiliate of the Sponsor;

(B) any property purchased through the Sponsor or any affiliate of the Sponsor,
whether or not productive of income or consisting of wasting assets, including,
without limitation by specification, governmental, corporate or personal
obligations, trust and participation certificates, leaseholds, fee titles,
mortgages and other interests in realty, preferred and common stocks,
convertible stocks and securities, shares of regulated investment companies,
certificates of deposit, put and call options and other option contracts of any
type, foreign or domestic, whether or not traded on any exchange, futures
contracts and options on futures contracts traded on or subject to the rules of
an exchange which has been designated as a contract market by the Commodity
Futures Trading Commission, an independent U.S. government agency, contracts
relating to the lending of property, evidences of indebtedness or ownership in
foreign corporations or other enterprises, or indebtedness of foreign
governments, group trust participations, limited or general partnership
interests, insurance contracts, annuity contracts, any other evidences of
indebtedness or ownership including oil, mineral or gas properties, royalty
interests or rights (including equipment pertaining thereto); and

(C)  Qualifying Employer Securities or "qualifying employer real properties" (as
that term is defined in ERISA Section 407(d) to the extent permitted in Section
10.4.3).

10.4.2  (A)  Up to 25% or with the written consent of the Sponsor or its
representative, an additional percentage of each Plan Year's contributions may
be invested in property as specified in Section 10.4.1(B) acquired through a
person other than the Sponsor or an affiliate of the Sponsor.

(B)  Except as permitted by Section 10.4.2 and except as may result from a
Rollover Contribution or a trust to trust transfer, without the written consent
of the Sponsor or its representative, property may not be acquired through a
person other than the Sponsor or an affiliate of the Sponsor if following such
acquisitions the value of the property so acquired would exceed 25% of the value
of the Trust Fund.

10.4.3  In its sole discretion, the Investment Committee, or Trustee if there is
no Investment Committee:

(A)  may permit the investment of up to 10% of the Trust Fund in Qualifying
Employer Securities or "qualifying employer real property" (as that term is
defined in ERISA Section 407(d)), to the extent such investment is compatible
with the Sponsor's administrative and operational requirements and framework;
and

(B)  may determine, subject to Section 10.4.2, that a percentage of assets in
excess of 10% of the Trust Fund may be invested in Qualifying Employer
Securities or "qualifying employer real property" by a profit-sharing plan.

10.4.4  This Plan will be recognized as a Prototype Plan by the Sponsor only by
complying with the provisions of this Section 10.4.

10.5  Investment Direction, Participant-Directed Assets and Qualifying Employer
Investments 

10.5.1  The Trustee, or Investment Committee if appointed, shall manage the
investment of the Trust Fund except insofar as (a) an Investment Manager has
authority to manage Trust assets, or (b) Participant-Directed Assets are
permitted as specified in the Adoption Agreement.  Except as required by ERISA,
if an Investment Committee is acting, the Trustee shall invest the Trust Fund as
directed by the Investment Committee, an Investment Manager or a Participant or
Beneficiary, as the case may be, and the Trustee shall have no discretionary
control over, nor any other discretion regarding, the investment or reinvestment
of any asset of the Trust. Participant-Directed Assets shall be invested in
accordance with the direction of the Participant or, in the event of the
Participant's death before an Account is fully paid out, the Participant's
Beneficiary with respect to the assets involved; provided, however, that
Participant-Directed Assets may not be invested in "collectibles" (as defined in
Code Section 408(m)(2)).  If there are Participant-Directed Assets, the
investment of these assets shall be made in accordance with such rules and
procedures established by the Administrator which must be consistent with the
rules and procedures of the Sponsor or its affiliate, as the case may be.

10.5.2  With respect to Participant-Directed Assets, neither the Administrator,
the Investment Committee nor the Trustee shall:

(A)  make any investments or dispose of any investments without the direction of
the Participant or Beneficiary for whom the Participant-Directed Assets are
maintained, except as provided in Section 8.5 so as to pay fees or expenses of
the Plan;

<PAGE>


(B)  be responsible for reviewing any investment direction with respect to
Participant-Directed Assets or for making recommendations on acquiring,
retaining or disposing of any assets or otherwise regarding any assets;

(C)  have any duty to determine whether any investment is an authorized or
proper one; or

(D)  be liable for following any investment direction or for any losses, taxes
or other consequences incurred as a consequence of investments selected by any
Participant or Beneficiary or for holding assets uninvested until it receives
proper instructions.

10.5.3  If Participant-Directed Assets are permitted, a list of the Participants
and Beneficiaries and such information concerning them as the Trustee may
specify shall be provided by the Employer or the Administrator to the Trustee
and/or such person as are necessary for the implementation of the directions in
accordance with the procedure acceptable to the Trustee.

10.5.4  It is understood that the Trustee may, from time to time, have on hand
funds which are received as contributions or transfers to the Trust Fund which
are awaiting investment or funds from the sale of Trust Fund assets which are
awaiting reinvestment.  Absent receipt by the Trustee of a direction from the
proper person for the investment or reinvestment of such funds or otherwise
prior to the application of funds in implementation of such a direction, the
Trustee shall cause such funds to be invested in shares of such money market
fund or other short term investment vehicle as the Trustee, or Investment
Committee if appointed, may specify for this purpose from time to time.  Any
such investment fund may be sponsored, managed or distributed by the Sponsor or
an affiliate of the Sponsor.

10.5.5  Directions for the investment or reinvestment of Trust assets of a type
referred to in Section 10.4 from the Investment Committee, an Investment Manager
or a Participant or Beneficiary, as the case may be, shall, in a manner and in
accordance with procedures acceptable to the Trustee, be communicated to and
implemented by, as the case may be, the Trustee, the Trustee's designee or, with
the Trustee's consent and if an Investment Committee is operating, a
broker/dealer designated for the purpose by the Investment Committee. 
Communication of any such direction to such a designee or broker/dealer shall
conclusively be deemed an authorization to the designee or broker/dealer to
implement the direction even though coming from a person other than the Trustee.
The Trustee shall have no liability for its or any other person's following such
directions or failing to act in the absence of any such directions.  The Trustee
shall have no liability for the acts or omissions of any person directing the
investment or reinvestment of Trust Fund assets or making or failing to make any
direction referred to in Section 10.5.6.

10.5.6  The voting and other rights in securities or other assets held in the
Trust shall be exercised by the Trustee provided, however, that if an Investment
Committee is appointed, the Trustee shall act as directed by such person who at
the time has the right to direct the investment or reinvestment of the security
or other asset involved.

10.5.7  With respect to any Qualifying Employer Securities allocated to an
Account, each Participant shall be entitled to direct the Trustee in writing as
to the manner in which Qualifying Employer Securities are to be voted.

10.5.8  With respect to any Qualifying Employer Securities allocated to an
Account, each Participant shall be entitled to direct the Trustee in writing as
to the manner in which to respond to a tender or exchange offer or other
decisions with respect to the Qualifying Employer Securities.  The Administrator
shall utilize its best efforts to timely distribute or cause to be distributed
to each Participant such information received from the Trustee as will be
distributed to shareholders of the Employer in connection with any such tender
or exchange offer or other similar matter or any vote referred to in Section
10.5.7.

10.5.9  If an Investment Committee is appointed, notwithstanding any provision
hereof to the contrary, in the event the person with the right to direct a
voting or other decision with respect to any security, Qualifying Employer
Securities, or other asset held in the Trust does not communicate any decision
on the matter to the Trustee or the Trustee's designee by the time prescribed by
the Trustee or the Trustee's designee for that purpose or if the Trustee
notifies the Investment Committee, if applicable, either that it does not have
precise information as to the securities, Qualifying Employer Securities, or
other assets involved allocated on the applicable record date to the accounts of
all Participants and Beneficiaries or that time constraints make it unlikely
that Participant, Beneficiary or Investment Manager direction, as the case may
be, can be received on a timely basis, the decision shall be the responsibility
of the Investment Committee and shall be communicated to the Trustee on a timely
basis.  In the event an Investment Committee with any right under the Plan to
direct a voting or other decision with respect to any security, Qualifying
Employer Securities, or other asset held in the Trust, does not communicate any
decision on the matter to the Trustee or the Trustee's designee by the time
prescribed by the Trustee for that purpose, the Trustee may, at the cost of the
Employer, retain an Investment Manager with full discretion to make the
decision.  Except as required by ERISA, the Trustee 

<PAGE>


shall (a) follow all directions above referred to in this Section and (b) shall
have no duty to exercise voting or other rights relating to any such security,
Qualifying Employer Security or other asset.

10.5.10  The Administrator shall establish, or cause to be established, a
procedure acceptable to the Trustee for the timely dissemination to each person
entitled to direct the Trustee or its designee as to a voting or other decision
called for thereby or referred to therein of all proxy and other materials
bearing on the decision.

10.5.11  Any person authorized to direct the investment of Trust assets may, if
the Trustee and the Investment Committee, if applicable, so permit, direct the
Trustee to invest such assets in a common or collective trust maintained by the
Trustee for the investment of assets of qualified trusts under section 401(a) of
the Code, individual retirement accounts under section 408(a) of the Code and
plans or governmental units described in section 818(a)(6) of the Code.  The
documents governing any such common or collective trust fund maintained by the
Trustee, and in which Trust assets have been invested, are hereby incorporated
into this Article X by reference.

10.6  Valuation of Accounts

10.6.1  A Participant's Accounts shall be valued at fair market value on each
Valuation Date.  Subject to Section 10.6.2(A), as of each Valuation Date, the
earnings and losses and expenses of the Trust Fund shall be allocated to each
Participant Account in the ratio that such Account Balance in that category of
Accounts bears to all Account Balances in that category.  With respect to
Participant-Directed Assets, the earnings and losses and expenses (including
transactional expenses pursuant to Section 8.5.2) of such Participant-Directed
Assets shall be allocated to the Account of the Participant or Beneficiary
having authority to direct the investment of the assets in his or her Account.

10.6.2  The Valuation Date with respect to any distributions (including, without
limitation, loan distributions and purchase of annuities) from any Account upon
the occurrence of a Benefit Commencement Date or otherwise, shall be:

(A) with respect to Participant-Directed Asset, the date as of which the Account
distribution is made; and

(B) with respect to other assets, the Valuation Date immediately preceding the
Benefit Commencement Date, if applicable, or immediately preceding the proposed
date of any other distribution from an Account.

With respect to any contribution allocable to an Account which has not been made
as of a Valuation Date determined pursuant to this Section 10.6.2, the principal
amount of such contribution distributable because of the occurrence of a Benefit
Commencement Date shall be distributed as soon as practicable after the date
paid to the Trust Fund.

10.6.3  The assets of the Trust shall be valued at fair market value as
determined by the Trustee based upon such sources of information as it may deem
reliable, including, but not limited to, stock market quotations, statistical
evaluation services, newspapers of general circulation, financial publications,
advice from investment counselors or brokerage firms, or any combination of
sources.  The reasonable costs incurred in establishing values of the Trust Fund
shall be a charge against the Trust Fund, unless paid by the Employer.

When the Trustee is unable to arrive at a value based upon information from
independent sources, it may rely upon information from the Employer,
Administrator, Investment Committee, appraisers or other sources, and shall not
incur any liability for inaccurate valuation based in good faith upon such
information.

10.7  Insurance Contracts 

The Trustee, if an Investment Committee is not appointed, Investment Committee,
or Participant or Beneficiary with respect to Participant-Directed Assets, may
appoint one or more insurance companies to hold assets of the Plan, and may
direct, subject to Section 7.3, the purchase of insurance contracts or policies
from one or more insurance companies with assets of the Plan.  Neither the
Investment Committee, Trustee nor the Administrator shall be liable for the
validity of any such contract or policy, the failure of any insurance company to
make any payments or for any act or omission of an insurance company with
respect to any duties delegated to any insurance company.

10.8  The Investment Manager

10.8.1  The Trustee, if an Investment Committee is not appointed, Investment 
Committee, or the Participant or Beneficiary with respect to 
Participant-Directed Assets, may, by an instrument in writing, appoint one or 
more Investment Managers, who may be an affiliate of the Merrill Lynch Trust 
Company, to direct the Trustee in the investment of all or a specified 
portion of the assets of the Trust in property specified in Section 10.4.  
Any such Investment Manager shall be directed by the Trustee, if an 
Investment Committee is not appointed, Investment Committee, Participant or 
Beneficiary, as the case may be, to act in accordance with the procedures 
referred to in Section 10.5.5.  If appointed, the Investment Committee shall 
notify the Trustee in 

<PAGE>


writing before the effectiveness of the appointment or removal of any Investment
Manager.  If there is more than one Investment Manager whose appointment is
effective under the Plan at any one time, the Trustee shall, upon written
instructions from the Investment Committee, Participant or Beneficiary,
establish separate funds for control by each such Investment Manager.  The funds
shall consist of those Trust Fund assets designated by the Investment Committee,
Participant or Beneficiary.

10.8.2  Each person appointed as an Investment Manager shall be:

(A)  an investment adviser registered under the Investment Advisers Act of 1940,

(B)  a bank as defined in that Act, or

(C)  an insurance company qualified to manage, acquire or dispose of any asset
of the Plan under the laws of more than one state.

10.8.3  Each Investment Manager shall acknowledge in writing that it is a
"fiduciary" (as defined in ERISA Section 3(21)) with respect to the Plan.  The
Trustee, or the Investment Committee if appointed, shall enter into an agreement
with each Investment Manager specifying the duties and compensation of such
Investment Manager and the other terms and conditions under which such
Investment Manager shall be retained.  Neither the Trustee nor the Investment
Committee, if appointed, shall be liable for any act or omission of any
Investment Manager and shall not be liable for following the advice of any
Investment Manager with respect to any duties delegated to any Investment
Manager.

10.8.4  The Trustee, or Investment Committee if appointed, or the Participant
or Beneficiary, if applicable with respect to Participant-Directed Assets, shall
have the power to determine the amount of Trust Fund assets to be invested
pursuant to the direction of a designated Investment Manager and to set
investment objectives and guidelines for the Investment Manager.

10.8.5  Second Trust Fund.  The Employer may appoint a second trustee under the
Plan with respect to assets which the Employer desires to contribute or have
transferred to the Trust Fund, but which the other Trustee does not choose to
accept: provided, however, that if a Merrill Lynch Trust Company is a Trustee,
its consent (which consent may be evidenced by its acceptance of its appointment
as Trustee) shall be required.  In the event and upon the effectiveness of the
acceptance of the second Trustee's appointment, the Employer shall be deemed to
have created two trust funds under the Plan, each with its own Trustee, each
governed separately by this Article X.  Each Trustee under such an arrangement
shall, however, discharge its duties and responsibilities solely with respect to
those assets of the Trust delivered into its possession and except pursuant to
ERISA, shall have no duties, responsibilities or obligations with respect to
property of the other Trust nor any liability for the acts or omissions of the
other Trustee.  As a condition to its consent to the appointment of a second
trustee, the Merrill Lynch Trust Company shall assure that recordkeeping,
distribution and reporting procedures are established on a coordinated basis
between it and the second trustee as considered necessary or appropriate with
respect to the Trusts.

10.9  Powers of Trustee 

10.9.1  At the direction of the person authorized to direct such action as
referred to in Section 10.5.1, but limited to those assets or categories of
assets acceptable to the Trustee as referred to in Section 10.4, or at its own
discretion if no such person is so authorized, the Trustee, or the Trustee's
designee or a broker/dealer as referred to in Section 10.5.5, is authorized and
empowered:

(A) To invest and reinvest the Trust Fund, together with the income therefrom,
in assets specified in Section 10.4;

(B)To deposit or invest all or any part of the assets of the Trust in savings
accounts or certificates of deposit or other deposits in a bank or savings and
loan association or other depository institution, including the Trustee or any
of its affiliates, provided with respect to such deposits with the Trustee or an
affiliate the deposits bear a reasonable interest rate;

(C) To hold, manage, improve, repair and control all property, real or personal,
forming part of the Trust Fund; to sell, convey, transfer, exchange, partition,
lease for any term, even extending beyond the duration of this Trust, and
otherwise dispose of the same from time to time;

(D) To have, respecting securities, all the rights, powers and privileges of an
owner, including the power to give proxies, pay assessments and other sums
deemed by the Trustee necessary for the protection of the Trust Fund; to vote
any corporate stock either in person or by proxy, with or without power of
substitution, for any purpose; to participate in voting  trusts, pooling
agreements, foreclosures, reorganizations, consolidations, mergers and
liquidations, and in connection therewith to deposit securities with or transfer
title to any protective or other committee; to exercise or sell stock
subscriptions or conversion rights; and, regardless of any limitation elsewhere
in this instrument relative to investments by the Trustee, to accept and retain
as an investment any securities or 

<PAGE>


other property received through the exercise of any of the foregoing powers;

(E) Subject to Section 10.5.4 hereof, to hold in cash, without liability for
interest, such portion of the Trust Fund which it is directed to so hold pending
investments, or payment of expenses, or the distribution of benefits;

(F) To take such actions as may be necessary or desirable to protect the Trust
from loss due to the default on mortgages held in the Trust including the
appointment of agents or trustees in such other jurisdictions as may seem
desirable, to transfer property to such agents or trustees, to grant to such
agents such powers as are necessary or desirable to protect the Trust Fund, to
direct such agent or trustee, or to delegate such power to direct, and to remove
such agent or trustee;

(G) To settle, compromise or abandon all claims and demands in favor of or
against the Trust Fund;

(H) To invest in any common or collective trust fund of the type referred to in
Section 10.5.8 hereof maintained by the Trustee;

(I) To exercise all of the further rights, powers, options and privileges
granted, provided for, or vested in trustees generally under the laws of the
State of New Jersey, so that the powers conferred upon the Trustee herein shall
not be in limitation of any authority conferred by law, but shall be in addition
thereto;

(J) To borrow money from any source and to execute promissory notes, mortgages
or other obligations and to pledge or mortgage any trust assets as security,
subject to applicable requirements of the Code and ERISA; and

(K) To maintain accounts at, execute transactions through, and lend on an
adequately secured basis stocks, bonds or other securities to, any brokerage or
other firm, including any firm which is an affiliate of the Trustee.

10.9.2  To the extent necessary or which it deems appropriate to implement its
powers under Section 10.9.1 or otherwise to fulfill any of its duties and
responsibilities as trustee of the Trust Fund, the Trustee shall have the
following additional powers and authority:

(A) to register securities, or any other property, in its name or in the name of
any nominee, including the name of any affiliate or the nominee name designated
by any affiliate, with or without indication of the capacity in which property
shall be held, or to hold securities in bearer form and to deposit any
securities or other property in a depository or clearing corporation;

(B) to designate and engage the services of, and to delegate powers and
responsibilities to, such agents, representatives, advisers, counsel and
accountants as the Trustee considers necessary or appropriate, any of whom may
be an affiliate of the Trustee or a person who renders services to such an
affiliate, and, as a part of its expenses under this Trust Agreement, to pay
their reasonable expenses and compensation;

(C) to make, execute and deliver, as Trustee, any and all deeds, leases,
mortgages, conveyances, waivers, releases or other instruments in writing
necessary or appropriate for the accomplishment of any of the powers listed in
this Trust Agreement; and

(D) generally to do all other acts which the Trustee deems necessary or
appropriate for the protection of the Trust Fund.

10.9.3  The Trustee shall have no duties or responsibilities other than those
specified in the Plan.

10.10  Accounting and Records

10.10.1  The Trustee shall maintain or cause to be maintained accurate records
and accounts of all Trust transactions and assets.  The records and accounts
shall be available at reasonable times during normal business hours for
inspection or audit by the Administrator, Investment Committee, if appointed, or
any person designated for the purpose by either of them.

10.10.2  Within 90 days following the close of each fiscal year of the Plan or
the effective date of the removal or resignation of the Trustee, the Trustee
shall file with the Administrator a written accounting setting forth all
transactions since the end of the period covered by the last previous
accounting.  The accounting shall include a listing of the assets of the Trust
showing the value of such assets at the close of the period covered by the
accounting.  On direction of the Administrator, and if previously agreed to by
the Trustee, the Trustee shall submit to the Administrator interim valuations,
reports or other information pertaining to the Trust.

The Administrator may approve the accounting by written approval delivered to
the Trustee or by failure to deliver written objections to the Trustee within 60
days after receipt of the accounting.  Any such approval shall be binding on the
Employer, the Administrator, the Investment Committee and, to the extent
permitted by ERISA, all other persons.

10.11  Judicial Settlement of Accounts

<PAGE>

The Trustee can apply to a court of competent jurisdiction at any time for
judicial settlement of any matter involving the Plan including judicial
settlement of the Group Trustee's account.  If it does so, the Trustee must give
the Administrator the opportunity to participate in the court proceedings, but
the Trustee can also involve other persons.  Any expenses the Trustee incurs in
legal proceedings involving the Plan, including attorney's fees, are chargeable
to the Trust Fund as an administrative expense.  Any judgment or decree which
may be entered in such a proceeding, shall, subject to the provision of ERISA,
be conclusive upon all persons having or claiming to have any interest in the
Trust Fund or under any Plan.

10.12  Resignation and Removal of Trustee

10.12.1  The Trustee may resign at any time upon at least 30 days' written
notice to the Employer.

10.12.2  The Employer may remove the Trustee upon at least 30 days' written
notice to the Trustee.

10.12.3  Upon resignation or removal of the Trustee, the Employer shall appoint
a successor trustee.  Upon failure of the Employer to appoint, or the failure of
the effectiveness of the appointment by the Employer of, a successor trustee by
the effective date of the resignation or removal, the Trustee may apply to any
court of competent jurisdiction for the appointment of a successor.

Promptly after receipt by the Trustee of notice of the effectiveness of the
appointment of the successor trustee:  (a) the Trustee shall deliver to the
successor trustee such records as may be reasonably requested to enable the
successor trustee to properly administer the Trust Fund and all property of the
Trust after deducting therefrom such amounts as the Trustee deems necessary to
provide for expenses, taxes, compensation or other amounts due to or by the
Trustee not paid by the Employer prior to the delivery; and (b) except if the
second Trustee is removed or resigns, the Plan will no longer be considered a
prototype plan.

10.12.4  Upon resignation or removal of the Trustee, the Trustee shall have the
right to a settlement of its account, which settlement shall be made, at the
Trustee's option, either by an agreement of settlement between the Trustee and
the Employer or by a judicial settlement in an action instituted by the Trustee.
The Employer shall bear the cost of any such judicial settlement, including
reasonable attorneys fees.

10.12.5  The Trustee shall not be obligated to transfer Trust assets until the
Trustee is provided assurance by the Employer satisfactory to the Trustee that
all fees and expenses reasonably anticipated will be paid.

10.12.6  Upon settlement of the account and transfer of the Trust Fund to the
successor trustee, all rights and privileges under the Trust Agreement shall
vest in the successor trustee and all responsibility and liability of the
Trustee with respect to the Trust and assets thereof shall, except as otherwise
required by ERISA, terminate subject only to the requirement that the Trustee
execute all necessary documents to transfer the Trust assets to the successor
trustee.

10.13  Group Trust

10.13.1  If elected by the Employer in the Adoption Agreement, the Trustee shall
be the Trustee for this Plan and for each other qualified plan specified in the
Adoption Agreement; provided, however, that such other qualified plan is in
effect pursuant to an Adoption Agreement under this Prototype Plan.  Any
reference to Trustee and to the Trust Fund in this Plan shall mean the Trustee
as the trustee of a Group Trust consisting of the assets of each such plan.  The
Plan and each other qualified plan specified in the Adoption Agreement shall be
deemed to join in and adopt the Trust as the trust for each such plan.  By
executing the Adoption Agreement, the Trustee accepts designation as Trustee of
this Group Trust.

10.13.2  The Trustee shall establish and maintain such accounting records for
each of the Plans as shall be necessary to reflect the interest in the Group
Trust applicable at any time or from time to time to each Plan.  No part of the
corpus or income of the Group Trust allocable to an individual Plan may be used
for or diverted to any purposes other than for the exclusive benefit of
Participants and their Beneficiaries entitled to benefits under that Plan.  The
allocable interest of a Plan in the Group Trust may not be assigned.

                                     ARTICLE XI
                           PLAN AMENDMENT OR TERMINATION

11.1  Prototype Plan Amendment

11.1.1  The mass submitter, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and any successor thereto, may amend any part of the Prototype Plan.  For
purposes of sponsoring organization amendments, the mass submitter shall be
recognized as the agent of the sponsoring organization.  If the sponsoring
organization does not adopt the amendments made by the mass submitter, it will
no longer be identical to or a minor modifier of the mass submitter plan.

11.1.2  An Employer shall have the right at any time, by an instrument in
writing, effective retroactively or otherwise, to (A) change the choice of
options in the Adoption Agreement, in whole or in part; (B) add overriding
language in the Adoption Agreement when such language is needed to satisfy Code
Section 415 or Code Section 416 because of the required aggregation 

<PAGE>

of multiple plans; and (C) add certain model amendments published by the
Internal Revenue Service which specifically provide that their adoption will not
cause the Plan to be treated as individually designed.  No such amendment,
however, shall have any of the effects specified in Section 11.2.1.  If the
adopting Employer amends the Plan or nonelective portions of the Adoption
Agreement except as previously provided, it will no longer participate in the
Prototype Plan, but will be considered to have an individually designed plan for
purposes of qualification under Code Section 401(a).  In the event the Employer
is switching from an individually designed plan or from one prototype plan to
another, a list of the Section "411(d)(6) protected benefits" that must be
preserved may be attached, and such a list would not be considered an amendment
to the plan.

11.1.3  This Plan will be recognized as a Prototype Plan by the Sponsor only by
complying with the registration requirements as specified in the Adoption
Agreement.

11.2  Plan Amendment 

11.2.1  Except as provided in Section 11.2.2, no amendment pursuant to Section
11.1 shall:

(A)  authorize any part of the Trust Fund to be used for, or diverted to,
purposes other than for the exclusive benefit of Participants or their
Beneficiaries;

(B)  decrease the accrued benefits of any Participant or his or her Beneficiary
under the Plan;  An amendment which has the effect of (1) eliminating or
reducing an Early Retirement benefit or a retirement-type subsidy, or (2)
eliminating an optional form of benefit payment, with respect to benefits
attributable to service before the amendment shall be treated as reducing
accrued benefits.  In the case of a retirement-type subsidy, the preceding
sentence shall apply only with respect to a Participant who satisfies (either
before or after the amendment) the preamendment conditions for the subsidy.  In
general, a retirement-type subsidy is a subsidy that continues after retirement,
but does not include a qualified disability benefit, a medical benefit, a social
security supplement, a death benefit (including life insurance), or a plant
shutdown benefit (that does not continue after retirement age).

(C)  reduce the vested percentage of any Participant determined without regard
to such amendment as of the later of the date such amendment is adopted or the
date it becomes effective;

(D)  eliminate an optional form of benefit distribution with respect to benefits
attributable to service before the amendment; or

(E)  change the vesting schedule, or in any way amend the Plan to either
directly or indirectly affect the computation of a Participant's vested
percentage, unless each Participant having not less than 3 years of Vesting
Service is permitted to elect, within a reasonable period specified by the
Administrator after the adoption of such amendment, to have his or her vested
percentage computed without regard to such amendment.

For Participants who do not have at least one Hour of Service in any Plan Year
beginning after December 31, 1988, the preceding sentence shall be applied by
substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where
such language appears.  The period during which the election may be made shall
commence with the date the amendment is adopted and shall end on the later of:

(i)  60 days after the amendment is adopted;

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

(iii)  60 days after the Participant is issued written notice by the
Administrator.

11.2.2  Anything contained in this Section 11.2 to the contrary notwithstanding,
a Participant's benefit may be reduced to the extent permitted under Code
Section 412(c)(8).

11.3  Right of the Employer to Terminate Plan

11.3.1  The Employer intends and expects that from year to year it will be able
to and will deem it advisable to continue this Plan in effect and to make
contributions as herein provided.  The Employer reserves the right, however, to
terminate the Plan with respect to its Employees at any time by an instrument in
writing delivered to the Administrator and the Trustee, or to completely
discontinue its contributions thereto at any time.

11.3.2  The Plan will also terminate:  (A) if the Employer is a sole
proprietorship, upon the death of the sole proprietor; (B) if the Employer is a
partnership, upon termination of the partnership; (C) if the Employer is 
judicially declared bankrupt or insolvent; (D) upon the sale or other
disposition of all or substantially all of the assets of the business; or (E)
upon any other termination of the business.  Any successor to or purchaser of
the Employer's trade or business, after any event specified in the prior
sentence, may continue the Plan, in which case the successor or purchaser will
thereafter be considered the Employer for purposes of the Plan.  Such a
successor or purchaser shall execute an appropriate Adoption Agreement if and
when requested by the Administrator.

11.3.3 Anything contained herein to the contrary notwithstanding, if the
Employer fails to attain or retain qualification of the Plan under Code
Section 401(a), the Plan will not participate in this Prototype Plan and will,

<PAGE>

instead, be considered an individually designed plan for purposes of such
qualification.

11.4 Effect of Partial or Complete Termination or Complete Discontinuance of
Contributions

11.4.1  Determination of Date of Complete 
or Partial Termination.  The date of complete or partial termination shall be
established by the Administrator in accordance with the directions of the
Employer (if then in existence) in accordance with applicable law.

11.4.2  Effect of Termination.

(A) As of the date of a partial termination of the Plan:

(i)  the accrued benefit of each affected Participant, to the extent funded,
shall become nonforfeitable;

(ii)  no affected Participant shall be granted credit based on Hours of Service
after such date;

(iii)  Compensation paid to affected Participants after such date shall not be
taken into account; and

(iv)  no contributions by affected Participants shall be required or permitted.

(B) As of the date of the complete termination of the Plan or of a complete
discontinuance of contributions:

(i)  the accrued benefit of each affected Participant to the extent funded,
shall become nonforfeitable;

(ii)  no affected Participant shall be granted credit based on Hours of Service
after such date;

(iii)  Compensation paid after such date shall not be taken into account;

(iv)  no contributions by affected Participants shall be required or permitted;

(v)  no Eligible Employee shall become a Participant after such date; and

(vi)  except as may otherwise be required by applicable law, all obligations of
the Employer and Participating Affiliates to fund the Plan shall terminate.

(C) All other provisions of the Plan shall remain in effect unless otherwise
amended.

11.4.3  Upon the complete discontinuance of profit-sharing contributions under
the Plan, at the Employer's election, either the Trust Fund shall continue to be
held and distributed as if the Plan had not been terminated (in which case such
Plan shall continue to be subject to all requirements under Title I of ERISA,
and qualification requirements under the Code) or any and all assets remaining
in the Trust Fund as of the date of such termination or discontinuance, together
with any earnings subsequently accruing thereon, shall be distributed by the
Trustee to the Participants at the Administrator's direction.  Upon the complete
termination of the Plan, the Trust Fund shall be distributed to Participants
within one year after the date of termination.  If the Plan does not offer an
annuity option (purchased from a commercial provider) and if the Employer or any
Affiliate does not maintain another Defined Contribution Plan (other than an
employee stock ownership plan as defined in Code Section 4975(e)(7)), the
Participant's benefit may, without the Participant's consent, be distributed to
the Participant.  However, if any Affiliate maintains another Defined
Contribution Plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)), then the Participant's Account(s) will be transferred,
without the Participant's consent, to the other plan if the Participant does not
consent to an immediate distribution.  Distributions shall be made in compliance
with the applicable provisions, including restrictions, of Articles VI and VII. 
The Trust Fund shall continue in effect until all distributions therefrom are
complete.  Upon the completion of such distributions, the Trustee shall be
relieved from all further liability with respect to all amounts so paid or
distributed.

11.5  Bankruptcy 

In the event that the Employer shall at any time be judicially declared bankrupt
or insolvent without any provisions being made for the continuation of this
Plan, the Plan shall be completely terminated in accordance with this Article
XI.

                                    ARTICLE XII
                              MISCELLANEOUS PROVISIONS

12.1  Exclusive Benefit of Participants

Notwithstanding anything in the Plan to the contrary, the Trust Fund shall be
held for the benefit of all persons who shall be entitled to receive payments
under the Plan.  Subject to Section 3.10, it shall be prohibited at any time for
any part of the Trust Fund (other than such part as is required to pay expenses)
to be used for, or diverted to, purposes other than for the exclusive benefit of
Participants or their Beneficiaries.

12.2  Plan Not a Contract of Employment

The Plan is not a contract of Employment, and the terms of Employment of any
Employee shall not be affected in any way by the Plan or related instruments
except as specifically provided therein.

12.3  Action by Employer

<PAGE>

Any action by an Employer which is a corporation shall be taken by the board of
directors of the corporation or any person or persons duly empowered to exercise
the powers of the corporation with respect to the Plan.  In the case of an
Employer which is a partnership, action shall be taken by any general partner of
the partnership, and in the case of an Employer which is a sole proprietorship,
action shall be taken by the sole proprietor.

12.4  Source of Benefits

Benefits under the Plan shall be paid or provided for solely from the Trust
Fund, and neither the Employer, any Participating Affiliate, the Trustee, the
Administrator, nor any Investment Manager or insurance company shall assume any
liability under the Plan therefor.

12.5  Benefits Not Assignable

Benefits provided under the Plan may not be assigned or alienated, either
voluntarily or involuntarily.  In the event that a Participant or Beneficiary
becomes individually liable with respect to any expenses listed in Section 8.5,
the provision of Section 401(a)(13) of the Code shall be applicable with respect
to any claim the Plan may have against the Participant or Beneficiary
individually with respect to such expenses.  The preceding sentence shall also
apply to the creation, assignment or recognition of a right to any benefit
payable with respect to a Participant pursuant to a "domestic relations order"
(as defined in Code Section 414(p)) unless such order is determined by the
Administrator to be a "qualified domestic relations order" (as defined in Code
Section 414(p)) or, in the case of a "domestic relations order" entered before
January 1, 1985, if either payment of benefits pursuant to the order has
commenced as of that date or the Administrator decides to treat such order as a
"qualified domestic relations order" within the meaning of Code Section 414(p)
even if it does not otherwise qualify as such.


12.6  Domestic Relations Orders

Any other provision of the Plan to the contrary notwithstanding, the
Administrator shall have all powers necessary with respect to the Plan for the
proper operation of Code Section 414(p) with respect to "qualified domestic
relations orders" (or "domestic relations orders" treated as such) referred to
in Section 12.5, including, but not limited to, the power to establish all
necessary or appropriate procedures, to authorize the establishment of new
accounts with such assets and subject to such investment control by the
Administrator as the Administrator may deem appropriate, and the Administrator
may decide upon and direct appropriate distributions therefrom.

12.7  Claims Procedure

In the event that a claim by a Participant, Beneficiary, or other person for
benefits under the Plan is denied, the Administrator will so notify the
claimant, giving the reasons for the denial.  This notice will also refer to the
specific provisions of the Plan on which the denial was based, will specify
whether any additional information is needed from the Participant or Beneficiary
and will explain the review procedure.

Within 60 days after receiving the denial, the claimant may submit, directly or
through a duly authorized representative, a written request for reconsideration
of the application to the Administrator.  Documents or records relied on by the
claimant should be filed with the request.  The person making the request may
review relevant documents and submit issues and additional comments in writing.

The Administrator will review the claim within 60 days (or 120 days if a hearing
is held because special circumstances exist) and provide a written response to
the appeal.  The response will explain the reasons for the decision and will
refer to the Plan provisions on which the decision is based.  The decision of
the Administrator is the final one under this claims procedure.

12.8  Records and Documents; Errors

Participants and Beneficiaries must supply the Administrator with such personal
history data as may be required by the Administrator in the operation of the
Plan.  Proof of age, when required, must be established by evidence satisfactory
to the Administrator, and the records of the Employer and Participating
Affiliates concerning length of service and compensation may be accepted by the
Administrator as conclusive for the purposes of the Plan.  Should any error in
the records maintained under the Plan result in any Participant or Beneficiary
receiving from the Plan more or less than he or she would have been entitled to
receive had the records been correct, the Administrator, in its discretion, may
correct such error and, as far as practicable, may adjust benefits in such
manner that the aggregate value of the benefit under the Plan shall be the
amount to which such Participant or Beneficiary was properly entitled.

12.9  Benefits Payable to Minors, Incompetents and Others

In the event any benefit is payable to a minor or to a Participant or
Beneficiary declared incompetent by a court having jurisdiction over such
matters and a guardian, committee, conservator or other legal representative of
the estate of such a person is appointed, benefits to which he or she is
entitled shall 

<PAGE>

be paid to the legally appointed person.  The receipt by any such person to whom
any such payment on behalf of any Participant or Beneficiary is made shall be a
sufficient discharge therefor.

12.10  Plan Merger or Transfer of Assets

12.10.1   The merger or consolidation of the Employer with any other person, or
the transfer of the assets of the Employer to any other person, or the merger of
the Plan with any other plan shall not constitute a termination of the Plan if
provision is made for the continuation of the Plan.

12.10.2  The Plan may not merge or consolidate with, or transfer any assets or
liabilities to, any other plan, unless each Participant would (if the Plan had
then terminated) receive a benefit immediately after the merger, consolidation
or transfer which is equal to or greater than the benefit he or she would have
been entitled to receive immediately before the merger, consolidation or
transfer (if the Plan had then terminated).  Any merger or consolidation shall
not constitute a termination of a Plan or require the acceleration of vesting of
Participants' Account Balances.

12.11  Participating Affiliates

12.11.1  With the consent of the Employer and by duly authorized action, any
Affiliate may adopt the Plan.  Such Affiliate shall determine the classes of its
Employees who shall be Eligible Employees and the amount of its contribution to
the Plan on behalf of such Employees.

12.11.2  With the consent of the Employer and by duly authorized action, a
Participating Affiliate may terminate its participation in the Plan or withdraw
from the Plan.  Any such withdrawal shall be deemed an adoption by such
Participating Affiliate of a plan and trust identical to the Plan and the Trust,
except that all references to the Employer shall be deemed to refer to such
Participating Affiliate.  At such time and in such manner as the Employer
directs, the assets of the Trust allocable to Employees of such Participating
Affiliate shall be transferred to the trust deemed adopted by such Participating
Affiliate.

12.11.4  A Participating Affiliate shall have no power with respect to the Plan
except as specifically provided herein.

12.12  Controlling Law

The Plan is intended to qualify under Code Section 401(a) and to comply with
ERISA, and its terms shall be interpreted accordingly.  Otherwise, to the extent
not preempted by ERISA, the laws of the State of New York shall control the
interpretation and performance of the terms of the Plan.

12.13  Singular and Plural and Article and Section References

As used in the Plan, the singular includes the plural, and the plural includes
the singular, unless qualified by the context.  Titles of Articles and Sections
of the Plan are for convenience of reference only and are to be disregarded in
applying the provisions of the Plan.  Any reference in this Prototype Plan to an
Article or Section is to the Article or Section so specified of the Prototype
Plan, unless otherwise indicated.