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                                                                  EXHIBIT 10.4.1















             DATA TRANSLATION, INC. DOUBLE SHELTERED RETIREMENT PLAN




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                                TABLE OF CONTENTS




                                    ARTICLE I
                                   DEFINITIONS



                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

   2.1     TOP HEAVY PLAN REQUIREMENTS                                        20

   2.2     DETERMINATION OF TOP HEAVY STATUS                                  20

   2.3     POWERS AND RESPONSIBILITIES OF THE EMPLOYER                        24

   2.4     DESIGNATION OF ADMINISTRATIVE AUTHORITY                            25

   2.5     ALLOCATION AND DELEGATION OF RESPONSIBILITIES                      25

   2.6     POWERS AND DUTIES OF THE ADMINISTRATOR                             25

   2.7     RECORDS AND REPORTS                                                27

   2.8     APPOINTMENT OF ADVISERS                                            27

   2.9     INFORMATION FROM EMPLOYER                                          27

   2.10    PAYMENT OF EXPENSES                                                28

   2.11    MAJORITY ACTIONS                                                   28

   2.12    CLAIMS PROCEDURE                                                   28

   2.13    CLAIMS REVIEW PROCEDURE                                            28



                                   ARTICLE III
                                   ELIGIBILITY


   3.1     CONDITIONS OF ELIGIBILITY                                          29

   3.2     APPLICATION FOR PARTICIPATION                                      30

   3.3     EFFECTIVE DATE OF PARTICIPATION                                    30

   3.4     DETERMINATION OF ELIGIBILITY                                       30





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  3.5         TERMINATION OF ELIGIBILITY                                      30

  3.6         OMISSION OF ELIGIBLE EMPLOYEE                                   31

  3.7         INCLUSION OF INELIGIBLE EMPLOYEE                                31

  3.8         ELECTION NOT TO PARTICIPATE                                     31



                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

  4.1         FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION                 32

  4.2         PARTICIPANT'S SALARY REDUCTION ELECTION                         33

  4.3         TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION                      37

  4.4         ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS            38

  4.5         ACTUAL DEFERRAL PERCENTAGE TESTS                                44

  4.6         ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS                  47

  4.7         ACTUAL CONTRIBUTION PERCENTAGE TESTS                            49

  4.8         ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS              53

  4.9         MAXIMUM ANNUAL ADDITIONS                                        56

  4.10        ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                       60

  4.11        TRANSFERS FROM QUALIFIED PLANS                                  61

  4.12        DIRECTED INVESTMENT ACCOUNT                                     64



                                    ARTICLE V
                                   VALUATIONS

  5.1         VALUATION OF THE TRUST FUND                                     64

  5.2         METHOD OF VALUATION                                             65





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                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

  6.1         DETERMINATION OF BENEFITS UPON RETIREMENT                       65

  6.2         DETERMINATION OF BENEFITS UPON DEATH                            65

  6.3         DETERMINATION OF BENEFITS IN EVENT OF DISABILITY                67

  6.4         DETERMINATION OF BENEFITS UPON TERMINATION                      67

  6.5         DISTRIBUTION OF BENEFITS                                        71

  6.6         DISTRIBUTION OF BENEFITS UPON DEATH                             74

  6.7         TIME OF SEGREGATION OR DISTRIBUTION                             76

  6.8         DISTRIBUTION FOR MINOR BENEFICIARY                              77

  6.9         LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                  77

  6.10        PRE-RETIREMENT DISTRIBUTION                                     77

  6.11        ADVANCE DISTRIBUTION FOR HARDSHIP                               78

  6.12        QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION                 80



                                   ARTICLE VII
                                     TRUSTEE

  7.1         BASIC RESPONSIBILITIES OF THE TRUSTEE                           80

  7.2         INVESTMENT POWERS AND DUTIES OF THE TRUSTEE                     81

  7.3         OTHER POWERS OF THE TRUSTEE                                     81

  7.4         LOANS TO PARTICIPANTS                                           84

  7.5         DUTIES OF THE TRUSTEE REGARDING PAYMENTS                        86

  7.6         TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES                   87

  7.7         ANNUAL REPORT OF THE TRUSTEE                                    87

  7.8         AUDIT                                                           88

  7.9         RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE                  88

  7.10        TRANSFER OF INTEREST                                            90





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  7.11        DIRECT ROLLOVER                                                 90



                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

  8.1         AMENDMENT                                                       91

  8.2         TERMINATION                                                     92

  8.3         MERGER OR CONSOLIDATION                                         93



                                   ARTICLE IX
                                  MISCELLANEOUS

  9.1         PARTICIPANT'S RIGHTS                                            93

  9.2         ALIENATION                                                      93

  9.3         CONSTRUCTION OF PLAN                                            94

  9.4         GENDER AND NUMBER                                               94

  9.5         LEGAL ACTION                                                    95

  9.6         PROHIBITION AGAINST DIVERSION OF FUNDS                          95

  9.7         BONDING                                                         95

  9.8         EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                      96

  9.9         INSURER'S PROTECTIVE CLAUSE                                     96

  9.10        RECEIPT AND RELEASE FOR PAYMENTS                                96

  9.11        ACTION BY THE EMPLOYER                                          97

  9.12        NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY              97

  9.13        HEADINGS                                                        98

  9.14        APPROVAL BY INTERNAL REVENUE SERVICE                            98

  9.15        UNIFORMITY                                                      98



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             DATA TRANSLATION, INC. DOUBLE SHELTERED RETIREMENT PLAN

          THIS AGREEMENT, hereby made and entered into this __________ day of
_________________________, 19____, by and between Data Translation, Inc. (herein
referred to as the "Employer") and Gary Godin, Kimberly Gray, Ellen Harpin and
Edith Sooy (herein referred to as the "Trustee").

                              W I T N E S S E T H:

          WHEREAS, the Employer heretofore established a Profit Sharing Plan and
Trust effective November 15, 1985, (hereinafter called the "Effective Date")
known as Data Translation, Inc. Double Sheltered Retirement Plan (herein
referred to as the "Plan") in recognition of the contribution made to its
successful operation by its employees and for the exclusive benefit of its
eligible employees; and

          WHEREAS, under the terms of the Plan, the Employer has the ability to
amend the Plan, provided the Trustee joins in such amendment if the provisions
of the Plan affecting the Trustee are amended;

          NOW, THEREFORE, effective June 30, 1993, except as otherwise provided,
the Employer and the Trustee in accordance with the provisions of the Plan
pertaining to amendments thereof, hereby amend the Plan in its entirety and
restate the Plan to provide as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.1  "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

     1.2  "Administrator" means the person or entity designated by the Employer
pursuant to Section 2.4 to administer the Plan on behalf of the Employer.

     1.3  "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).



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     1.4  "Aggregate Account" means, with respect to each Participant, the value
of all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 2.2.

     1.5  "Anniversary Date" means March 31, June 30, September 30, and December
31.

     1.6  "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

     1.7  "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

     1.8  "Compensation" with respect to any Participant means such 
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation
must be determined without regard to any rules under Code Section 3401(a) that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Code Section 3401(a)(2)).

          For purposes of this Section, the determination of Compensation shall
be made by:

               (a)  including amounts which are contributed by the Employer
          pursuant to a salary reduction agreement and which are not includible
          in the gross income of the Participant under Code Sections 125,
          402(e)(3), 402(h)(1)(B), 403(b) or 457, and Employee contributions
          described in Code Section 414(h)(2) that are treated as Employer
          contributions.

          For a Participant's initial year of participation, Compensation shall
be recognized for the entire Plan Year.

          Compensation in excess of $200,000 shall be disregarded. Such amount
shall be adjusted at the same time and in such manner as permitted under Code
Section 415(d), except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within such
calendar year and the first adjustment to the $200,000 limitation shall be
effective on January 1, 1990. For any short Plan Year the Compensation limit
shall be an amount



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equal to the Compensation limit for the calendar year in which the Plan Year
begins multiplied by the ratio obtained by dividing the number of full months in
the short Plan Year by twelve (12). In applying this limitation, the family
group of a Highly Compensated Participant who is subject to the Family Member
aggregation rules of Code Section 414(q)(6) because such Participant is either a
"five percent owner" of the Employer or one of the ten (10) Highly Compensated
Employees paid the greatest "415 Compensation" during the year, shall be treated
as a single Participant, except that for this purpose Family Members shall
include only the affected Participant's spouse and any lineal descendants who
have not attained age nineteen (19) before the close of the year. If, as a
result of the application of such rules the adjusted $200,000 limitation is
exceeded, then the limitation shall be prorated among the affected Family
Members in proportion to each such Family Member's Compensation prior to the
application of this limitation, or the limitation shall be adjusted in
accordance with any other method permitted by Regulation.

          In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual 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 Code Section 401(a)(17)(B). 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 limitation under Code Section 401(a)(17) 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 determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.



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          If, as a result of such rules, the maximum "annual addition" limit of
Section 4.9(a) would be exceeded for one or more of the affected Family Members,
the prorated Compensation of all affected Family Members shall be adjusted to
avoid or reduce any excess. The prorated Compensation of any affected Family
Member whose allocation would exceed the limit shall be adjusted downward to the
level needed to provide an allocation equal to such limit. The prorated
Compensation of affected Family Members not affected by such limit shall then be
adjusted upward on a pro rata basis not to exceed each such affected Family
Member's Compensation as determined prior to application of the Family Member
rule. The resulting allocation shall not exceed such individual's maximum
"annual addition" limit. If, after these adjustments, an "excess amount" still
results, such "excess amount" shall be disposed of in the manner described in
Section 4.10(a) pro rata among all affected Family Members.

          If, in connection with the adoption of this amendment and restatement,
the definition of Compensation has been modified, then, for Plan Years prior to
the Plan Year which includes the adoption date of this amendment and
restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

          For Plan Years beginning prior to January 1, 1989, the $200,000 limit
(without regard to Family Member aggregation) shall apply only for Top Heavy
Plan Years and shall not be adjusted.

     1.9  "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy, or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

     1.10 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

     1.11 "Early Retirement Date." This Plan does not provide for a retirement
date prior to Normal Retirement Date.




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     1.12 "Elective Contribution" means the Employer's contributions to the Plan
of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.1(c) and Section
4.6 shall be considered an Elective Contribution for purposes of the Plan. Any
such contributions deemed to be Elective Contributions shall be subject to the
requirements of Sections 4.2(b) and 4.2(c) and shall further be required to
satisfy the discrimination requirements of Regulation 1.401(k)-1(b)(5), the
provisions of which are specifically incorporated herein by reference.

     1.13 "Eligible Employee" means any Employee.

          Employees who are Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall not be eligible to participate in this Plan.

          Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of
Code Section 7701(a)(46)) and the Employer under which retirement benefits were
the subject of good faith bargaining between the parties will not be eligible to
participate in this Plan unless such agreement expressly provides for coverage
in this Plan or two percent or more of the Employees of the Employer who are
covered pursuant to that agreement are professionals as defined in Regulation
1.410(b)-9.

          Employees of Affiliated Employers shall not be eligible to participate
in this Plan unless such Affiliated Employers have specifically adopted this
Plan in writing.

     1.14 "Employee" means any person who is employed by the Employer or
Affiliated Employer, but excludes any person who is an independent contractor.
Employee shall include Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and such Leased Employees do not constitute
more than 20% of the recipient's non-highly compensated work force.

     1.15 "Employer" means Data Translation, Inc. and any successor which shall
maintain this Plan; and any predecessor which has maintained this Plan. The
Employer is a corporation, with principal offices in the Commonwealth of
Massachusetts.



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     1.16 "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of the aggregate amount of the Employer matching contributions made
pursuant to Section 4.1(b) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a).

     1.17 "Excess Contributions" means, with respect to a Plan Year, the excess
of Elective Contributions made on behalf of Highly Compensated Participants for
the Plan Year over the maximum amount of such contributions permitted under
Section 4.5(a). Excess Contributions shall be treated as an "annual addition"
pursuant to Section 4.9(b).

     1.18 "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for
purposes of Sections 2.2 and 4.4(g), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

     1.19 "Family Member" means, with respect to an affected Participant, such
Participant's spouse and such Participant's lineal descendants and ascendants
and their spouses, all as described in Code Section 414(q)(6)(B).

     1.20 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the



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Administrator.

     1.21 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on December 1st of each year and ending the following November 30th.

     1.22 "Forfeiture" means that portion of a Participant's Account that is not
Vested, and occurs on the earlier of:

               (a)  the distribution of the entire Vested portion of a 
          Terminated Participant's Account, or

               (b)  the last day of the Plan Year in which the Participant 
          incurs five (5) consecutive 1-Year Breaks in Service.

          Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment. Restoration of such amounts shall occur pursuant to
Section 6.4(f)(2). In addition, the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

     1.23 "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

     1.24 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. "415
Compensation" must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

          If, in connection with the adoption of this amendment and restatement,
the definition of "415 Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, "415 Compensation" means compensation determined pursuant to the
Plan then in effect.


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     1.25 "414(s) Compensation" with respect to any Participant means such
Participant's "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year.

          For purposes of this Section, the determination of "414(s)
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

          "414(s) Compensation" in excess of $200,000 shall be disregarded. Such
amount shall be adjusted at the same time and in such manner as permitted under
Code Section 415(d), except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year beginning with or within
such calendar year and the first adjustment to the $200,000 limitation shall be
effective on January 1, 1990. For any short Plan Year the "414(s) Compensation"
limit shall be an amount equal to the "414(s) Compensation" limit for the
calendar year in which the Plan Year begins multiplied by the ratio obtained by
dividing the number of full months in the short Plan Year by twelve (12). In
applying this limitation, the family group of a Highly Compensated Participant
who is subject to the Family Member aggregation rules of Code Section 414(q)(6)
because such Participant is either a "five percent owner" of the Employer or one
of the ten (10) Highly Compensated Employees paid the greatest "415
Compensation" during the year, shall be treated as a single Participant, except
that for this purpose Family Members shall include only the affected
Participant's spouse and any lineal descendants who have not attained age
nineteen (19) before the close of the year.

          In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual 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 Code Section 401(a)(17)(B). 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,



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the numerator of which is the number of months in the determination period, and
the denominator of which is 12.

          For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under Code Section 401(a)(17) 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 determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.

          If, in connection with the adoption of this amendment and restatement,
the definition of "414(s) Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, "414(s) Compensation" means compensation determined pursuant to the
Plan then in effect.

     1.26 "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

               (a)  Employees who at any time during the "determination year" or
          "look-back year" were "five percent owners" as defined in Section
          1.32(c).

               (b)  Employees who received "415 Compensation" during the
          "look-back year" from the Employer in excess of $75,000.

               (c)  Employees who received "415 Compensation" during the
          "look-back year" from the Employer in excess of $50,000 and were in
          the Top Paid Group of Employees for the Plan Year.

               (d)  Employees who during the "look-back year" were officers of
          the Employer (as that term is defined within the meaning of the
          Regulations under Code Section 416) and received "415 Compensation"
          during the "look-back year" from the Employer greater than 50 percent
          of the limit in effect under Code Section


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          415(b)(1)(A) for any such Plan Year. The number of officers shall be
          limited to the lesser of (i) 50 employees; or (ii) the greater of 3
          employees or 10 percent of all employees. For the purpose of
          determining the number of officers, Employees described in Section
          1.55(a), (b), (c) and (d) shall be excluded, but such Employees shall
          still be considered for the purpose of identifying the particular
          Employees who are officers. If the Employer does not have at least one
          officer whose annual "415 Compensation" is in excess of 50 percent of
          the Code Section 415(b)(1)(A) limit, then the highest paid officer of
          the Employer will be treated as a Highly Compensated Employee.

               (e)  Employees who are in the group consisting of the 100
          Employees paid the greatest "415 Compensation" during the
          "determination year" and are also described in (b), (c) or (d) above
          when these paragraphs are modified to substitute "determination year"
          for "look-back year."

          The "look-back year" shall be the calendar year ending with or within
the Plan Year for which testing is being performed, and the "determination year"
(if applicable) shall be the period of time, if any, which extends beyond the
"look-back year" and ends on the last day of the Plan Year for which testing is
being performed (the "lag period"). If the "lag period" is less than twelve
months long, the dollar threshold amounts specified in (b), (c) and (d) above
shall be prorated based upon the number of months in the "lag period."

          For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions. Additionally, the
dollar threshold amounts specified in (b) and (c) above shall be adjusted at
such time and in such manner as is provided in Regulations. In the case of such
an adjustment, the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look-back year" begins.

          In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as



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Employees. Additionally, all Affiliated Employers shall be taken into account as
a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination year."

     1.27 "Highly Compensated Former Employee" means a former Employee who had a
separation year prior to the "determination year" and was a Highly Compensated
Employee in the year of separation from service or in any "determination year"
after attaining age 55. Notwithstanding the foregoing, an Employee who separated
from service prior to 1987 will be treated as a Highly Compensated Former
Employee only if during the separation year (or year preceding the separation
year) or any year after the Employee attains age 55 (or the last year ending
before the Employee's 55th birthday), the Employee either received "415
Compensation" in excess of $50,000 or was a "five percent owner." For purposes
of this Section, "determination year," "415 Compensation" and "five percent
owner" shall be determined in accordance with Section 1.26. Highly Compensated
Former Employees shall be treated as Highly Compensated Employees. The method
set forth in this Section for determining who is a "Highly Compensated Former
Employee" shall be applied on a uniform and consistent basis for all purposes
for which the Code Section 414(q) definition is applicable.

     1.28 "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the Plan.

     1.29 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period; (2) each
hour for which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period; (3) each hour for
which back pay is awarded or agreed to by the Employer without regard to
mitigation of damages. These hours will be credited to the Employee for the
computation period or periods to which the award or agreement pertains rather
than the computation period in which



                                       11


<PAGE>   17



the award, agreement or payment is made. The same Hours of Service shall not be
credited both under (1) or (2), as the case may be, and under (3).

          Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

          For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

          An Hour of Service must be counted for the purpose of determining a
Year of Service, a year of participation for purposes of accrued benefits, a
1-Year Break in Service, and employment commencement date (or reemployment
commencement date). In addition, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.30 "Income" means the income or losses allocable to Excess Deferred
Compensation which amount shall be allocated in the same manner as income or
losses are allocated pursuant to Section 4.4(f).

     1.31 "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility
to the Plan in writing. Such entity must be a person, firm, or corporation
registered as an investment adviser under the Investment Advisers Act of 1940, a
bank, or an insurance company.



                                       12


<PAGE>   18


     1.32 "Key Employee" means an Employee as defined in Code Section 416(i) and
the Regulations thereunder. Generally, any Employee or former Employee (as well
as each of his Beneficiaries) is considered a Key Employee if he, at any time
during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

               (a)  an officer of the Employer (as that term is defined within
          the meaning of the Regulations under Code Section 416) having annual
          "415 Compensation" greater than 50 percent of the amount in effect
          under Code Section 415(b)(1)(A) for any such Plan Year.

               (b)  one of the ten employees having annual "415 Compensation"
          from the Employer for a Plan Year greater than the dollar limitation
          in effect under Code Section 415(c)(1)(A) for the calendar year in
          which such Plan Year ends and owning (or considered as owning within
          the meaning of Code Section 318) both more than one-half percent
          interest and the largest interests in the Employer.

               (c)  a "five percent owner" of the Employer. "Five percent owner"
          means any person who owns (or is considered as owning within the
          meaning of Code Section 318) more than five percent (5%) of the
          outstanding stock of the Employer or stock possessing more than five
          percent (5%) of the total combined voting power of all stock of the
          Employer or, in the case of an unincorporated business, any person who
          owns more than five percent (5%) of the capital or profits interest in
          the Employer. In determining percentage ownership hereunder, employers
          that would otherwise be aggregated under Code Sections 414(b), (c),
          (m) and (o) shall be treated as separate employers.

               (d)  a "one percent owner" of the Employer having an annual "415
          Compensation" from the Employer of more than $150,000. "One percent
          owner" means any person who owns (or is considered as owning within
          the meaning of Code Section 318) more than one percent (1%) of the
          outstanding stock of the Employer or stock possessing more than one
          percent (1%) of the total combined voting power of all stock of the
          Employer or, in the case of an unincorporated business, any person who
          owns more than one percent (1%) of the capital or profits interest in
          the Employer. In determining percentage ownership hereunder, employers
          that would otherwise be



                                       13


<PAGE>   19


          aggregated under Code Sections 414(b), (c), (m) and (o) shall be
          treated as separate employers. However, in determining whether an
          individual has "415 Compensation" of more than $150,000, "415
          Compensation" from each employer required to be aggregated under Code
          Sections 414(b), (c), (m) and (o) shall be taken into account.

          For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

     1.33 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

     1.34 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

               (a)  if such employee is covered by a money purchase pension plan
          providing:

               (1)  a non-integrated employer contribution rate of at least 10%
               of compensation, as defined in Code Section 415(c)(3), but
               including amounts which are contributed by the Employer pursuant
               to a salary reduction agreement and which are not includible in
               the gross income of the Participant under Code Sections 125,
               402(e)(3), 402(h)(1)(B), 403(b) or 457, and Employee
               contributions described in Code Section 414(h)(2) that are
               treated as Employer contributions.



                                       14


<PAGE>   20



               (2)  immediate participation; and

               (3)  full and immediate vesting; and

               (b)  if Leased Employees do not constitute more than 20% of the
          recipient's non-highly compensated work force.

     1.35 "Non-Elective Contribution" means the Employer's contributions to the
Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution.

     1.36 "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

     1.37 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

     1.38 "Normal Retirement Age" means the Participant's 65 birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.

     1.39 "Normal Retirement Date" means the first day of the month coinciding
with or next following the Participant's Normal Retirement Age.

     1.40 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

          "Authorized leave of absence" means an unpaid, temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

          A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of



                                       15

<PAGE>   21


Service shall be credited for the computation period in which the absence from
work begins, only if credit therefore is necessary to prevent the Employee from
incurring a 1-Year Break in Service, or, in any other case, in the immediately
following computation period. The Hours of Service credited for a "maternity or
paternity leave of absence" shall be those which would normally have been
credited but for such absence, or, in any case in which the Administrator is
unable to determine such hours normally credited, eight (8) Hours of Service per
day. The total Hours of Service required to be credited for a "maternity or
paternity leave of absence" shall not exceed 501.

     1.41 "Participant" means any Eligible Employee who participates in the Plan
as provided in Sections 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.

     1.42 "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to his total interest in
the Plan and Trust resulting from the Employer's Non-Elective Contributions.

          A separate accounting shall be maintained with respect to that portion
of the Participant's Account attributable to Employer matching contributions
made pursuant to Section 4.1(b) and Employer discretionary contributions made
pursuant to Section 4.1(d).

     1.43 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     1.44 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions. A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to Elective
Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.

     1.45 "Plan" means this instrument, including all amendments thereto.




                                       16


<PAGE>   22


     1.46 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

     1.47 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to Section 4.1(c) and Section
4.6. Such contributions shall be considered an Elective Contribution for the
purposes of the Plan and used to satisfy the "Actual Deferral Percentage" tests.

          In addition, the Employer's contributions to the Plan that are made
pursuant to Section 4.8(h) which are used to satisfy the "Actual Contribution
Percentage" tests shall be considered Qualified Non-Elective Contributions and
be subject to the provisions of Sections 4.2(b) and 4.2(c).

     1.48 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

     1.49 "Retired Participant" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

     1.50 "Retirement Date" means the date as of which a Participant retires for
reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 6.1).

     1.51 "Super Top Heavy Plan" means a plan described in Section 2.2(b).

     1.52 "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

     1.53 "Top Heavy Plan" means a plan described in Section 2.2(a).

     1.54 "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top
Heavy Plan.

     1.55 "Top Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensation" (determined for this purpose in accordance with
Section 1.26) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2)



                                       17


<PAGE>   23


and 414(o)(2) shall be considered Employees unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. Employees who are non-resident aliens
and who received no earned income (within the meaning of Code Section 911(d)(2))
from the Employer constituting United States source income within the meaning of
Code Section 861(a)(3) shall not be treated as Employees. Additionally, for the
purpose of determining the number of active Employees in any year, the following
additional Employees shall also be excluded; however, such Employees shall still
be considered for the purpose of identifying the particular Employees in the Top
Paid Group:

               (a)  Employees with less than six (6) months of service;

               (b)  Employees who normally work less than 17 1/2 hours per week;

               (c)  Employees who normally work less than six (6) months during
          a year; and

               (d)  Employees who have not yet attained age 21.

          In addition, if 90 percent or more of the Employees of the Employer
are covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and the
Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

          The foregoing exclusions set forth in this Section shall be applied on
a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

     1.56 "Total and Permanent Disability" means totally and permanently
disabled as determined by the Plan Administrator (1) on medical evidence
furnished by a licensed physician approved by the Plan Administrator, (2) on
evidence that the Eligible Employee is eligible for disability benefits under
any long term disability plan sponsored by an Affiliated Employer but
administered by an independent third party, or (3) on evidence that the
Eligible Employee is eligible for total and permanent disability benefits under
the Social Security Act in effect at the date of disability.


                                       18
<PAGE>   24


     1.57 "Trustee" means the person or entity named as trustee herein or in any
separate trust forming a part of this Plan, and any successors.

     1.58 "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

     1.59 "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

     1.60 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

          For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service. The participation computation period beginning after a 1-Year Break in
Service shall be measured from the date on which an Employee again performs an
Hour of Service. The participation computation period shall shift to the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service. An Employee who is credited with the required
Hours of Service in both the initial computation period (or the computation
period beginning after a 1-Year Break in Service) and the Plan Year which
includes the anniversary of the date on which the Employee first performed an
Hour of Service, shall be credited with two (2) Years of Service for purposes of
eligibility to participate.

          For vesting purposes, the computation period shall be the Plan Year,
including periods prior to the Effective Date of the Plan.

          For all other purposes, the computation period shall be the Plan Year.

          Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c). However,
in determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months in
the short Plan Year.

          Years of Service with any Affiliated Employer shall be recognized.



                                       19


<PAGE>   25


                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

2.1   TOP HEAVY PLAN REQUIREMENTS

          For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4 of the Plan.

2.2   DETERMINATION OF TOP HEAVY STATUS

               (a)  This Plan shall be a Top Heavy Plan for any Plan Year in
          which, as of the Determination Date, (1) the Present Value of Accrued
          Benefits of Key Employees and (2) the sum of the Aggregate Accounts of
          Key Employees under this Plan and all plans of an Aggregation Group,
          exceeds sixty percent (60%) of the Present Value of Accrued Benefits
          and the Aggregate Accounts of all Key and Non-Key Employees under this
          Plan and all plans of an Aggregation Group.

                    If any Participant is a Non-Key Employee for any Plan Year, 
          but such Participant was a Key Employee for any prior Plan Year, such
          Participant's Present Value of Accrued Benefit and/or Aggregate
          Account balance shall not be taken into account for purposes of
          determining whether this Plan is a Top Heavy or Super Top Heavy Plan
          (or whether any Aggregation Group which includes this Plan is a Top
          Heavy Group). In addition, if a Participant or Former Participant has
          not performed any services for any Employer maintaining the Plan at
          any time during the five year period ending on the Determination Date,
          any accrued benefit for such Participant or Former Participant shall
          not be taken into account for the purposes of determining whether this
          Plan is a Top Heavy or Super Top Heavy Plan.

               (b)  This Plan shall be a Super Top Heavy Plan for any Plan Year
          in which, as of the Determination Date, (1) the Present Value of
          Accrued Benefits of Key Employees and (2) the sum of the Aggregate
          Accounts of Key Employees under this Plan and all plans of an
          Aggregation Group, exceeds ninety percent (90%) of the Present Value
          of Accrued Benefits and the Aggregate Accounts of all Key and Non-Key
          Employees under this Plan and all plans of an Aggregation Group.



                                       20


<PAGE>   26


               (c)  Aggregate Account: A Participant's Aggregate Account as of
          the Determination Date is the sum of:

                    (1)  his Participant's Combined Account balance as of the
                    most recent valuation occurring within a twelve (12) month
                    period ending on the Determination Date;

                    (2)  an adjustment for any contributions due as of the
                    Determination Date. Such adjustment shall be the amount of
                    any contributions actually made after the valuation date but
                    due on or before the Determination Date, except for the
                    first Plan Year when such adjustment shall also reflect the
                    amount of any contributions made after the Determination
                    Date that are allocated as of a date in that first Plan
                    Year.

                    (3)  any Plan distributions made within the Plan Year that
                    includes the Determination Date or within the four (4)
                    preceding Plan Years. However, in the case of distributions
                    made after the valuation date and prior to the Determination
                    Date, such distributions are not included as distributions
                    for top heavy purposes to the extent that such distributions
                    are already included in the Participant's Aggregate Account
                    balance as of the valuation date. Notwithstanding anything
                    herein to the contrary, all distributions, including
                    distributions made prior to January 1, 1984, and
                    distributions under a terminated plan which if it had not
                    been terminated would have been required to be included in
                    an Aggregation Group, will be counted. Further,
                    distributions from the Plan (including the cash value of
                    life insurance policies) of a Participant's account balance
                    because of death shall be treated as a distribution for the
                    purposes of this paragraph.

                    (4)  any Employee contributions, whether voluntary or
                    mandatory. However, amounts attributable to tax deductible
                    qualified voluntary employee contributions shall not be
                    considered to be a part of the Participant's Aggregate
                    Account balance.

                    (5)  with respect to unrelated rollovers and plan-to-plan
                    transfers (ones which are both



                                       21


<PAGE>   27

                    initiated by the Employee and made from a plan maintained by
                    one employer to a plan maintained by another employer), if
                    this Plan provides the rollovers or plan-to-plan transfers,
                    it shall always consider such rollovers or plan-to-plan
                    transfers as a distribution for the purposes of this
                    Section. If this Plan is the plan accepting such rollovers
                    or plan-to-plan transfers, it shall not consider such
                    rollovers or plan-to-plan transfers as part of the
                    Participant's Aggregate Account balance.

                    (6)  with respect to related rollovers and plan-to-plan
                    transfers (ones either not initiated by the Employee or made
                    to a plan maintained by the same employer), if this Plan
                    provides the rollover or plan-to-plan transfer, it shall not
                    be counted as a distribution for purposes of this Section.
                    If this Plan is the plan accepting such rollover or
                    plan-to-plan transfer, it shall consider such rollover or
                    plan-to-plan transfer as part of the Participant's Aggregate
                    Account balance, irrespective of the date on which such
                    rollover or plan-to-plan transfer is accepted.

                    (7)  For the purposes of determining whether two employers
                    are to be treated as the same employer in (5) and (6) above,
                    all employers aggregated under Code Section 414(b), (c), (m)
                    and (o) are treated as the same employer.

               (d)  "Aggregation Group" means either a Required Aggregation 
          Group or a Permissive Aggregation Group as hereinafter determined.

               (1)  Required Aggregation Group: In determining a Required
               Aggregation Group hereunder, each plan of the Employer in which a
               Key Employee is a participant in the Plan Year containing the
               Determination Date or any of the four preceding Plan Years, and
               each other plan of the Employer which enables any plan in which a
               Key Employee participates to meet the requirements of Code
               Sections 401(a)(4) or 410, will be required to be aggregated.
               Such group shall be known as a Required Aggregation Group.



                                       22


<PAGE>   28


               In the case of a Required Aggregation Group, each plan in the
               group will be considered a Top Heavy Plan if the Required
               Aggregation Group is a Top Heavy Group. No plan in the Required
               Aggregation Group will be considered a Top Heavy Plan if the
               Required Aggregation Group is not a Top Heavy Group.

               (2)  Permissive Aggregation Group: The Employer may also include
               any other plan not required to be included in the Required
               Aggregation Group, provided the resulting group, taken as a
               whole, would continue to satisfy the provisions of Code Sections
               401(a)(4) and 410. Such group shall be known as a Permissive
               Aggregation Group.

               In the case of a Permissive Aggregation Group, only a plan that
               is part of the Required Aggregation Group will be considered a
               Top Heavy Plan if the Permissive Aggregation Group is a Top Heavy
               Group. No plan in the Permissive Aggregation Group will be
               considered a Top Heavy Plan if the Permissive Aggregation Group
               is not a Top Heavy Group.

               (3)  Only those plans of the Employer in which the Determination
               Dates fall within the same calendar year shall be aggregated in
               order to determine whether such plans are Top Heavy Plans.

               (4)  An Aggregation Group shall include any terminated plan of 
               the Employer if it was maintained within the last five (5) years
               ending on the Determination Date.

               (e)  "Determination Date" means (a) the last day of the preceding
          Plan Year, or (b) in the case of the first Plan Year, the last day of
          such Plan Year.

               (f)  Present Value of Accrued Benefit: In the case of a defined
          benefit plan, the Present Value of Accrued Benefit for a Participant
          other than a Key Employee, shall be as determined using the single
          accrual method used for all plans of the Employer and Affiliated
          Employers, or if no such single method exists, using a method which
          results in benefits accruing not more rapidly than the slowest accrual
          rate permitted under Code Section 411(b)(1)(C). The determination of
          the Present Value of Accrued Benefit



                                       23


<PAGE>   29



          shall be determined as of the most recent valuation date that falls
          within or ends with the 12-month period ending on the Determination
          Date except as provided in Code Section 416 and the Regulations
          thereunder for the first and second plan years of a defined benefit
          plan.

               (g)  "Top Heavy Group" means an Aggregation Group in which, as of
          the Determination Date, the sum of:

               (1)  the Present Value of Accrued Benefits of Key Employees under
               all defined benefit plans included in the group, and

               (2)  the Aggregate Accounts of Key Employees under all defined
               contribution plans included in the group,

                    exceeds sixty percent (60%) of a similar sum determined for
          all Participants.

2.3   POWERS AND RESPONSIBILITIES OF THE EMPLOYER

               (a)  The Employer shall be empowered to appoint and remove the
          Trustee and the Administrator from time to time as it deems necessary
          for the proper administration of the Plan to assure that the Plan is
          being operated for the exclusive benefit of the Participants and their
          Beneficiaries in accordance with the terms of the Plan, the Code, and
          the Act.

               (b)  The Employer shall establish a "funding policy and method,"
          i.e., it shall determine whether the Plan has a short run need for
          liquidity (e.g., to pay benefits) or whether liquidity is a long run
          goal and investment growth (and stability of same) is a more current
          need, or shall appoint a qualified person to do so. The Employer or
          its delegate shall communicate such needs and goals to the Trustee,
          who shall coordinate such Plan needs with its investment policy. The
          communication of such a "funding policy and method" shall not,
          however, constitute a directive to the Trustee as to investment of the
          Trust Funds. Such "funding policy and method" shall be consistent with
          the objectives of this Plan and with the requirements of Title I of
          the Act.

               (c)  The Employer shall periodically review the performance of 
          any Fiduciary or other person to whom duties have been delegated or
          allocated by it under the



                                       24


<PAGE>   30

          provisions of this Plan or pursuant to procedures established
          hereunder. This requirement may be satisfied by formal periodic review
          by the Employer or by a qualified person specifically designated by
          the Employer, through day-to-day conduct and evaluation, or through
          other appropriate ways.

2.4   DESIGNATION OF ADMINISTRATIVE AUTHORITY

          The Employer shall appoint one or more Administrators. Any person,
including, but not limited to, the Employees of the Employer, shall be eligible
to serve as an Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. An Administrator may
resign by delivering his written resignation to the Employer or be removed by
the Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified.

          The Employer, upon the resignation or removal of an Administrator,
shall promptly designate in writing a successor to this position. If the
Employer does not appoint an Administrator, the Employer will function as the
Administrator.

2.5   ALLOCATION AND DELEGATION OF RESPONSIBILITIES

          If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator. In the event that no such delegation
is made by the Employer, the Administrators may allocate the responsibilities
among themselves, in which event the Administrators shall notify the Employer
and the Trustee in writing of such action and specify the responsibilities of
each Administrator. The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation of
such designation.

2.6   POWERS AND DUTIES OF THE ADMINISTRATOR

          The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the



                                       25


<PAGE>   31


Administrator shall be conclusive and binding upon all persons. The
Administrator may establish procedures, correct any defect, supply any
information, or reconcile any inconsistency in such manner and to such extent as
shall be deemed necessary or advisable to carry out the purpose of the Plan;
provided, however, that any procedure, discretionary act, interpretation or
construction shall be done in a nondiscriminatory manner based upon uniform
principles consistently applied and shall be consistent with the intent that the
Plan shall continue to be deemed a qualified plan under the terms of Code
Section 401(a), and shall comply with the terms of the Act and all regulations
issued pursuant thereto. The Administrator shall have all powers necessary or
appropriate to accomplish his duties under this Plan.

          The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

               (a)  the discretion to determine all questions relating to the
          eligibility of Employees to participate or remain a Participant
          hereunder and to receive benefits under the Plan;

               (b)  to compute, certify, and direct the Trustee with respect to
          the amount and the kind of benefits to which any Participant shall be
          entitled hereunder;

               (c)  to authorize and direct the Trustee with respect to all
          nondiscretionary or otherwise directed disbursements from the Trust;

               (d)  to maintain all necessary records for the administration of
          the Plan;

               (e)  to interpret the provisions of the Plan and to make and
          publish such rules for regulation of the Plan as are consistent with
          the terms hereof;

               (f)  to determine the size and type of any Contract to be
          purchased from any insurer, and to designate the insurer from which
          such Contract shall be purchased;

               (g)  to compute and certify to the Employer and to the Trustee
          from time to time the sums of money necessary or desirable to be
          contributed to the Plan;

               (h)  to consult with the Employer and the Trustee regarding the
          short and long-term liquidity needs of



                                       26


<PAGE>   32



          the Plan in order that the Trustee can exercise any investment
          discretion in a manner designed to accomplish specific objectives;

               (i)  to prepare and implement a procedure to notify Eligible
          Employees that they may elect to have a portion of their Compensation
          deferred or paid to them in cash;

               (j)  to assist any Participant regarding his rights, benefits, or
          elections available under the Plan.

2.7   RECORDS AND REPORTS

          The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, and other data that may be necessary
for proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.

2.8   APPOINTMENT OF ADVISERS

          The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, and other persons as
the Administrator or the Trustee deems necessary or desirable in connection with
the administration of this Plan.

2.9   INFORMATION FROM EMPLOYER

          To enable the Administrator to perform his functions, the Employer
shall supply full and timely information to the Administrator on all matters
relating to the Compensation of all Participants, their Hours of Service, their
Years of Service, their retirement, death, disability, or termination of
employment, and such other pertinent facts as the Administrator may require; and
the Administrator shall advise the Trustee of such of the foregoing facts as may
be pertinent to the Trustee's duties under the Plan. The Administrator may rely
upon such information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.




                                       27


<PAGE>   33


2.10  PAYMENT OF EXPENSES

          All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs of
administering the Plan. Until paid, the expenses shall constitute a liability of
the Trust Fund. However, the Employer may reimburse the Trust Fund for any
administration expense incurred.

2.11  MAJORITY ACTIONS

          Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

2.12  CLAIMS PROCEDURE

          Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

2.13  CLAIMS REVIEW PROCEDURE

          Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.12
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.12. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the



                                       28


<PAGE>   34


claimant shall have an opportunity to submit written and oral evidence and
arguments in support of his claim. At the hearing (or prior thereto upon 5
business days written notice to the Administrator) the claimant or his
representative shall have an opportunity to review all documents in the
possession of the Administrator which are pertinent to the claim at issue and
its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                   ARTICLE III
                                   ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY

          Any Eligible Employee who has completed six (6) Months of Service
shall be eligible to participate hereunder as of the date he has satisfied such
requirements. However, any Employee who was a Participant in the Plan prior to
the effective date of this amendment and restatement shall continue to
participate in the Plan. The Employer shall give each prospective Eligible
Employee written notice of his eligibility to participate in the Plan prior to
the close of the Plan Year in which he first becomes an Eligible Employee.

          For purposes of this Section, an Eligible Employee will be deemed to
have completed six (6) Months of Service if he is in the employ of the Employer
at any time six (6) months after his employment commencement date. Employment
commencement date shall be the first day that he is entitled to be credited with
an Hour of Service for the performance of duty.



                                       29


<PAGE>   35



3.2   APPLICATION FOR PARTICIPATION

          In order to become a Participant hereunder, each Eligible Employee
shall make application to the Employer for participation in the Plan and agree
to the terms hereof. Upon the acceptance of any benefits under this Plan, such
Employee shall automatically be deemed to have made application and shall be
bound by the terms and conditions of the Plan and all amendments hereto.

3.3   EFFECTIVE DATE OF PARTICIPATION

          An Eligible Employee shall become a Participant effective as of the
first day of the calendar quarter coinciding with or next following the date on
which such Employee met the eligibility requirements of Section 3.1, provided
said Employee was still employed as of such date (or if not employed on such
date, as of the date of rehire if a 1-Year Break in Service has not occurred).

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

3.4   DETERMINATION OF ELIGIBILITY

          The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.13.

3.5   TERMINATION OF ELIGIBILITY

               (a)  In the event a Participant shall go from a classification of
          an Eligible Employee to an ineligible Employee, such Former
          Participant shall continue to vest in his interest in the Plan for
          each Year of Service completed while a noneligible Employee, until
          such time as his Participant's Account shall be forfeited or
          distributed pursuant to the terms of the Plan. Additionally, his
          interest in the Plan shall continue to share in the earnings of the
          Trust Fund.



                                       30


<PAGE>   36


               (b)  In the event a Participant is no longer a member of an
          eligible class of Employees and becomes ineligible to participate but
          has not incurred a 1-Year Break in Service, such Employee will
          participate immediately upon returning to an eligible class of
          Employees. If such Participant incurs a 1-Year Break in Service,
          eligibility will be determined under the break in service rules of the
          Plan.

3.6   OMISSION OF ELIGIBLE EMPLOYEE

          If, in any Plan Year, any 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 his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

3.7   INCLUSION OF INELIGIBLE EMPLOYEE

          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 Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

3.8   ELECTION NOT TO PARTICIPATE

          An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be communicated to the Employer, in writing, at least thirty (30) days before
the beginning of a Plan Year.



                                       31


<PAGE>   37



                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

          For each Plan Year, the Employer shall contribute to the Plan:

               (a)  The amount of the total salary reduction elections of all
          Participants made pursuant to Section 4.2(a), which amount shall be
          deemed an Employer's Elective Contribution.

               (b)  On behalf of each Participant who is eligible to share in
          matching contributions for the Plan Year, a discretionary matching
          contribution equal to a percentage of each such Participant's Deferred
          Compensation, the exact percentage to be determined each year by the
          Employer, which amount shall be deemed an Employer's Non-Elective
          Contribution.

               (c)  On behalf of each Non-Highly Compensated Participant who is
          eligible to share in the Qualified Non-Elective Contribution for the
          Plan Year, a discretionary Qualified Non-Elective Contribution equal
          to a percentage of each eligible individual's Compensation, the exact
          percentage to be determined each year by the Employer. The Employer's
          Qualified Non-Elective Contribution shall be deemed an Employer's
          Elective Contribution.

               (d)  A discretionary amount, which amount shall be deemed an
          Employer's Non-Elective Contribution.

               (e)  Notwithstanding the foregoing, however, the Employer's
          contributions for any Plan Year shall not exceed the maximum amount
          allowable as a deduction to the Employer under the provisions of Code
          Section 404. All contributions by the Employer shall be made in cash
          or in such property as is acceptable to the Trustee.

               (f)  Except, however, to the extent necessary to provide the top
          heavy minimum allocations, the Employer shall make a contribution even
          if it exceeds the amount which is deductible under Code Section 404.



                                       32


<PAGE>   38


4.2   PARTICIPANT'S SALARY REDUCTION ELECTION

               (a)  Each Participant may elect to defer from 1% to 16% of his
          Compensation which would have been received in the Plan Year, but for
          the deferral election. A deferral election (or modification of an
          earlier election) may not be made with respect to Compensation which
          is currently available on or before the date the Participant executed
          such election.

                    The amount by which Compensation is reduced shall be that
          Participant's Deferred Compensation and be treated as an Employer
          Elective Contribution and allocated to that Participant's Elective
          Account.

               (b)  The balance in each Participant's Elective Account shall be
          fully Vested at all times and shall not be subject to Forfeiture for
          any reason.

               (c)  Amounts held in the Participant's Elective Account may not 
          be distributable earlier than:

               (1)  a Participant's termination of employment, Total and
               Permanent Disability, or death;

               (2)  a Participant's attainment of age 59 1/2;

               (3)  the termination of the Plan without the establishment or
               existence of a "successor plan," as that term is described in
               Regulation 1.401(k)-1(d)(3);

               (4)  the date of disposition by the Employer to an entity that is
               not an Affiliated Employer of substantially all of the assets
               (within the meaning of Code Section 409(d)(2)) used in a trade or
               business of such corporation if such corporation continues to
               maintain this Plan after the disposition with respect to a
               Participant who continues employment with the corporation
               acquiring such assets;

               (5)  the date of disposition by the Employer or an Affiliated
               Employer who maintains the Plan of its interest in a subsidiary
               (within the meaning of Code Section 409(d)(3)) to an entity which
               is not an Affiliated Employer but only with respect to a
               Participant who continues employment with such subsidiary; or


                                       33


<PAGE>   39


               (6)  the proven financial hardship of a Participant, subject to
               the limitations of Section 6.11.

               (d)  For each Plan Year beginning after December 31, 1987, a
          Participant's Deferred Compensation made under this Plan and all other
          plans, contracts or arrangements of the Employer maintaining this Plan
          shall not exceed, during any taxable year of the Participant, the
          limitation imposed by Code Section 402(g), as in effect at the
          beginning of such taxable year. If such dollar limitation is exceeded,
          a Participant will be deemed to have notified the Administrator of
          such excess amount which shall be distributed in a manner consistent
          with Section 4.2(f). The dollar limitation shall be adjusted annually
          pursuant to the method provided in Code Section 415(d) in accordance
          with Regulations.

               (e)  In the event a Participant has received a hardship
          distribution from his Participant's Elective Account pursuant to
          Section 6.11 or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from
          any other plan maintained by the Employer, then such Participant shall
          not be permitted to elect to have Deferred Compensation contributed to
          the Plan on his behalf for a period of twelve (12) months following
          the receipt of the distribution. Furthermore, the dollar limitation
          under Code Section 402(g) shall be reduced, with respect to the
          Participant's taxable year following the taxable year in which the
          hardship distribution was made, by the amount of such Participant's
          Deferred Compensation, if any, pursuant to this Plan (and any other
          plan maintained by the Employer) for the taxable year of the hardship
          distribution.

               (f)  If a Participant's Deferred Compensation under this Plan
          together with any elective deferrals (as defined in Regulation
          1.402(g)-1(b)) under another qualified cash or deferred arrangement
          (as defined in Code Section 401(k)), a simplified employee pension (as
          defined in Code Section 408(k)), a salary reduction arrangement
          (within the meaning of Code Section 3121(a)(5)(D)), a deferred
          compensation plan under Code Section 457, or a trust described in Code
          Section 501(c)(18) cumulatively exceed the limitation imposed by Code
          Section 402(g) (as adjusted annually in accordance with the method
          provided in Code Section 415(d) pursuant to Regulations) for such
          Participant's



                                       34


<PAGE>   40


          taxable year, the Participant may, not later than March 1 following
          the close of the Participant's taxable year, notify the Administrator
          in writing of such excess and request that his Deferred Compensation
          under this Plan be reduced by an amount specified by the Participant.
          In such event, the Administrator may direct the Trustee to distribute
          such excess amount (and any Income allocable to such excess amount) to
          the Participant not later than the first April 15th following the
          close of the Participant's taxable year. Distributions in accordance
          with this paragraph may be made for any taxable year of the
          Participant which begins after December 31, 1986. Any distribution of
          less than the entire amount of Excess Deferred Compensation and Income
          shall be treated as a pro rata distribution of Excess Deferred
          Compensation and Income. The amount distributed shall not exceed the
          Participant's Deferred Compensation under the Plan for the taxable
          year. Any distribution on or before the last day of the Participant's
          taxable year must satisfy each of the following conditions:

               (1)  the distribution must be made after the date on which the
               Plan received the Excess Deferred Compensation;

               (2)  the Participant shall designate the distribution as Excess
               Deferred Compensation; and

               (3)  the Plan must designate the distribution as a distribution 
               of Excess Deferred Compensation.

                    Any distribution made pursuant to this Section 4.2(f) shall
               be made simultaneously from Deferred Compensation and matching
               contributions which relate to such Deferred Compensation
               provided, however, that any such matching contributions which are
               not Vested shall be forfeited in lieu of distribution.

               (g)  Notwithstanding Section 4.2(f) above, a Participant's Excess
          Deferred Compensation shall be reduced, but not below zero, by any
          distribution of Excess Contributions pursuant to Section 4.6(a) for
          the Plan Year beginning with or within the taxable year of the
          Participant.

               (h)  At Normal Retirement Date, or such other date when the
          Participant shall be entitled to receive benefits, the fair market
          value of the Participant's



                                       35


<PAGE>   41


          Elective Account shall be used to provide additional benefits to the
          Participant or his Beneficiary.

               (i)  All amounts allocated to a Participant's Elective Account 
          may be treated as a Directed Investment Account pursuant to Section
          4.12.

               (j)  Employer Elective Contributions made pursuant to this 
          Section may be segregated into a separate account for each Participant
          in a federally insured savings account, certificate of deposit in a
          bank or savings and loan association, money market certificate, or
          other short-term debt security acceptable to the Trustee until such
          time as the allocations pursuant to Section 4.4 have been made.

               (k)  The Employer and the Administrator shall implement the 
          salary reduction elections provided for herein in accordance with the
          following:

               (1)  A Participant may commence making elective deferrals to the
               Plan only after first satisfying the eligibility and
               participation requirements specified in Article III. However, the
               Participant must make his initial salary deferral election within
               a reasonable time, not to exceed thirty (30) days, after entering
               the Plan pursuant to Section 3.3. If the Participant fails to
               make an initial salary deferral election within such time, then
               such Participant may thereafter make an election in accordance
               with the rules governing modifications. The Participant shall
               make such an election by entering into a written salary reduction
               agreement with the Employer and filing such agreement with the
               Administrator. Such election shall initially be effective
               beginning with the pay period following the acceptance of the
               salary reduction agreement by the Administrator, shall not have
               retroactive effect and shall remain in force until revoked.

               (2)  A Participant may modify a prior election during the Plan
               Year and concurrently make a new election by filing a written
               notice with the Administrator within a reasonable time before the
               pay period for which such modification is to be effective.
               However, modifications to a salary deferral election shall only
               be permitted



                                       36


<PAGE>   42
               quarterly, during election periods established by the
               Administrator prior to the first day of each Plan Year quarter.
               Any modification shall not have retroactive effect and shall
               remain in force until revoked.

               (3)  A Participant may elect to prospectively revoke his salary
               reduction agreement in its entirety at any time during the Plan
               Year by providing the Administrator with thirty (30) days written
               notice of such revocation (or upon such shorter notice period as
               may be acceptable to the Administrator). Such revocation shall
               become effective as of the beginning of the first pay period
               coincident with or next following the expiration of the notice
               period. Furthermore, the termination of the Participant's
               employment, or the cessation of participation for any reason,
               shall be deemed to revoke any salary reduction agreement then in
               effect, effective immediately following the close of the pay
               period within which such termination or cessation occurs.

4.3   TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

          The Employer shall generally pay to the Trustee its contribution to
the Plan for each Plan Year within the time prescribed by law, including
extensions of time, for the filing of the Employer's federal income tax return
for the Fiscal Year.

          However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer's general assets,
but in any event within ninety (90) days from the date on which such amounts
would otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated herein by reference.
Furthermore, any additional Employer contributions which are allocable to the
Participant's Elective Account for a Plan Year shall be paid to the Plan no
later than the twelve-month period immediately following the close of such Plan
Year.



                                       37


<PAGE>   43


4.4   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

               (a)  The Administrator shall establish and maintain an account in
          the name of each Participant to which the Administrator shall credit
          as of each Anniversary Date all amounts allocated to each such
          Participant as set forth herein.

               (b)  The Employer shall provide the Administrator with all
          information required by the Administrator to make a proper allocation
          of the Employer's contributions for each Plan Year. Within a
          reasonable period of time after the date of receipt by the
          Administrator of such information, the Administrator shall allocate
          such contribution as follows:

               (1)  With respect to the Employer's Elective Contribution made
               pursuant to Section 4.1(a), to each Participant's Elective
               Account in an amount equal to each such Participant's Deferred
               Compensation for the year.

               (2)  With respect to the Employer's Non-Elective Contribution 
               made pursuant to Section 4.1(b), to each Participant's Account in
               accordance with Section 4.1(b).

               Any Participant actively employed during the Plan Year shall be
               eligible to share in the matching contribution for the Plan Year.

               (3)  With respect to the Employer's Qualified Non-Elective
               Contribution made pursuant to Section 4.1(c), to each
               Participant's Elective Account in accordance with Section 4.1(c).

               Any Non-Highly Compensated Participant actively employed during
               the Plan Year shall be eligible to share in the Qualified
               Non-Elective Contribution for the Plan Year. 


                                       38


<PAGE>   44



               (4)  With respect to the Employer's Non-Elective Contribution 
               made pursuant to Section 4.1(d), to each Participant's Account in
               the same proportion that each such Participant's Compensation for
               the year bears to the total Compensation of all Participants for
               such year.

               Only Participants who have completed a Year of Service during the
               Plan Year and are actively employed on the last day of the Plan
               Year shall be eligible to share in the discretionary contribution
               for the year. However, with respect to Plan Years beginning after
               December 31, 1989, in lieu of the foregoing, only Participants
               who are actively employed on the last day of the Plan Year or who
               complete more than 500 Hours of Service during the Plan Year
               prior to terminating employment shall be eligible to share in the
               discretionary contribution for the year. In determining whether a
               Participant has completed more than 500 Hours of Service during a
               short Plan Year, the number of the Hours of Service required
               shall be proportionately reduced based on the number of full
               months in the short Plan Year.

               (c)  As of each Anniversary Date any amounts which became
          Forfeitures since the last Anniversary Date shall first be made
          available to reinstate previously forfeited account balances of Former
          Participants, if any, in accordance with Section 6.4(f)(2). The
          remaining Forfeitures, if any, shall be used to reduce the
          contribution of the Employer hereunder for the Plan Year in which such
          Forfeitures occur in the following manner:

               (1)  Forfeitures attributable to Employer matching contributions
               made pursuant to Section 4.1(b) shall be used to reduce the Plan
               Expenses for the Plan Year in which such Forfeitures occur.


               (2)  Forfeitures attributable to Employer discretionary
               contributions made pursuant to Section 4.1(d) shall be used to
               reduce the Plan expenses for the Plan Year in which
               such Forfeitures occur.

 

                                       39


<PAGE>   45


               (d)  For any Top Heavy Plan Year, Non-Key Employees not otherwise
          eligible to share in the allocation of contributions as provided
          above, shall receive the minimum allocation provided for in Section
          4.4(g) if eligible pursuant to the provisions of Section 4.4(i).

               (e)  Notwithstanding the foregoing, Participants who are not
          actively employed on the last day of the Plan Year due to Retirement
          (Normal or Late), Total and Permanent Disability or death shall share
          in the allocation of contributions for that Plan Year.

               (f)  As of each Anniversary Date or other valuation date, before
          one-half of the current valuation period allocation of Employer
          contributions, any earnings or losses (net appreciation or net
          depreciation) of the Trust Fund shall be allocated in the same
          proportion that each Participant's and Former Participant's
          nonsegregated accounts bear to the total of all Participants' and
          Former Participants' nonsegregated accounts as of such date.

               Participants' transfers from other qualified plans deposited in
          the general Trust Fund shall share in any earnings and losse (net 
          appreciation  or net depreciation) of the Trust Fund in the same 
          manner provided above. Each segregated account maintained on behalf of
          a Participant shall be credited or charged with its separate earnings 
          and losses.

               (g)  Minimum Allocations Required for Top Heavy Plan Years:
          Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
          the Employer's contributions allocated to the Participant's Combined
          Account of each Non-Key Employee shall be equal to at least three
          percent (3%) of such Non-Key Employee's "415 Compensation". However,
          if (1) the sum of the Employer's contributions allocated to the
          Participant's Combined Account of each Key Employee for such Top Heavy
          Plan Year is less than three percent (3%) of each Key Employee's "415
          Compensation" and (2) this Plan is not required to be included in an
          Aggregation Group to enable a defined benefit plan to meet the
          requirements of Code Section 401(a)(4) or 410, the sum of the
          Employer's



                                       40


<PAGE>   46

          contributions allocated to the Participant's Combined Account of each
          Non-Key Employee shall be equal to the largest percentage allocated to
          the Participant's Combined Account of any Key Employee. However, in
          determining whether a Non-Key Employee has received the required
          minimum allocation, such Non-Key Employee's Deferred Compensation and
          matching contributions needed to satisfy the "Actual Contribution
          Percentage" tests pursuant to Section 4.7(a) shall not be taken into
          account.

                    However, no such minimum allocation shall be required in 
          this Plan for any Non-Key Employee who participates in another defined
          contribution plan subject to Code Section 412 providing such benefits
          included with this Plan in a Required Aggregation Group.

               (h)  For purposes of the minimum allocations set forth above, the
          percentage allocated to the Participant's Combined Account of any Key
          Employee shall be equal to the ratio of the sum of the Employer's
          contributions allocated on behalf of such Key Employee divided by the
          "415 Compensation" for such Key Employee.

               (i)  For any Top Heavy Plan Year, the minimum allocations set
          forth above shall be allocated to the Participant's Combined Account
          of all Non-Key Employees who are Participants and who are employed by
          the Employer on the last day of the Plan Year, including Non-Key
          Employees who have (1) failed to complete a Year of Service; and (2)
          declined to make mandatory contributions (if required) or, in the case
          of a cash or deferred arrangement, elective contributions to the Plan.

               (j)  For the purposes of this Section, "415 Compensation" shall 
          be limited to $200,000. Such amount shall be adjusted at the same time
          and in the same manner as permitted under Code Section 415(d), except
          that the dollar increase in effect on January 1 of any calendar year
          shall be effective for the Plan Year beginning with or within such
          calendar year and the first adjustment to the $200,000 limitation
          shall be effective on January 1, 1990. For any short Plan Year the
          "415 Compensation" limit shall be an amount equal to the "415
          Compensation" limit for the calendar year in which the Plan Year
          begins multiplied by the ratio obtained by dividing the number of full
          months in the short Plan Year by twelve (12). However, for Plan Years



                                       41


<PAGE>   47


          beginning prior to January 1, 1989, the $200,000 limit shall apply
          only for Top Heavy Plan Years and shall not be adjusted.

                    In addition to other applicable limitations set forth in the
          Plan, and notwithstanding any other provision of the Plan to the
          contrary, for Plan Years beginning on or after January 1, 1994, the
          annual 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 Code Section
          401(a)(17)(B). 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 limitation under Code Section 401(a)(17)
          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
          determination periods beginning before the first day of the first Plan
          Year beginning on or after January 1, 1994, the OBRA '93 annual
          compensation limit is $150,000.

               (k)  Notwithstanding anything herein to the contrary, 
          Participants who terminated employment for any reason during the Plan
          Year shall share in the salary reduction contributions made by the
          Employer for the year of termination without regard to the Hours of
          Service credited.

               (l)  If a Former Participant is reemployed after five (5)
          consecutive 1-Year Breaks in Service, then separate accounts shall be
          maintained as follows:



                                       42


<PAGE>   48



               (1)  one account for nonforfeitable benefits attributable to
               pre-break service; and

               (2)  one account representing his status in the Plan attributable
               to post-break service.

               (m)  Notwithstanding anything to the contrary, for Plan Years
          beginning after December 31, 1989, if this is a Plan that would
          otherwise fail to meet the requirements of Code Sections 401(a)(26),
          410(b)(1) or 410(b)(2)(A)(i) and the Regulations thereunder because
          Employer contributions would not be allocated to a sufficient number
          or percentage of Participants for a Plan Year, then the following
          rules shall apply:

               (1)  The group of Participants eligible to share in the 
               Employer's contribution for the Plan Year shall be expanded to
               include the minimum number of Participants who would not
               otherwise be eligible as are necessary to satisfy the applicable
               test specified above. The specific Participants who shall become
               eligible under the terms of this paragraph shall be those who are
               actively employed on the last day of the Plan Year and, when
               compared to similarly situated Participants, have completed the
               greatest number of Hours of Service in the Plan Year.

               (2)  If after application of paragraph (1) above, the applicable
               test is still not satisfied, then the group of Participants
               eligible to share in the Employer's contribution for the Plan
               Year shall be further expanded to include the minimum number of
               Participants who are not actively employed on the last day of the
               Plan Year as are necessary to satisfy the applicable test. The
               specific Participants who shall become eligible to share shall be
               those Participants, when compared to similarly situated
               Participants, who have completed the greatest number of Hours of
               Service in the Plan Year before terminating employment.

               (3)  Nothing in this Section shall permit the reduction of a
               Participant's accrued benefit. Therefore any amounts that have
               previously been allocated to Participants may not be reallocated
               to satisfy these requirements. In such event, the Employer shall
               make an additional contribution



                                       43


<PAGE>   49


               equal to the amount such affected Participants would have
               received had they been included in the allocations, even if it
               exceeds the amount which would be deductible under Code Section
               404. Any adjustment to the allocations pursuant to this paragraph
               shall be considered a retroactive amendment adopted by the last
               day of the Plan Year.

               (4)  Notwithstanding the foregoing, for any Top Heavy Plan Year
               beginning after December 31, 1992, if the portion of the Plan
               which is not a Code Section 401(k) or 401(m) plan would fail to
               satisfy Code Section 410(b) if the coverage tests were applied by
               treating those Participants whose only allocation (under such
               portion of the Plan) would otherwise be provided under the top
               heavy formula as if they were not currently benefiting under the
               Plan, then, for purposes of this Section 4.4(m), such
               Participants shall be treated as not benefiting and shall
               therefore be eligible to be included in the expanded class of
               Participants who will share in the allocation provided under the
               Plan's non top heavy formula.

4.5   ACTUAL DEFERRAL PERCENTAGE TESTS

               (a)  Maximum Annual Allocation: For each Plan Year beginning 
          after December 31, 1986, the annual allocation derived from Employer
          Elective Contributions to a Participant's Elective Account shall
          satisfy one of the following tests:

               (1)  The "Actual Deferral Percentage" for the Highly Compensated
               Participant group shall not be more than the "Actual Deferral
               Percentage" of the Non-Highly Compensated Participant group
               multiplied by 1.25, or

               (2)  The excess of the "Actual Deferral Percentage" for the 
               Highly Compensated Participant group over the "Actual Deferral
               Percentage" for the Non-Highly Compensated Participant group
               shall not be more than two percentage points. Additionally, the
               "Actual Deferral Percentage" for the Highly Compensated
               Participant group shall not exceed the "Actual Deferral
               Percentage" for the Non-Highly Compensated Participant group
               multiplied by 2.



                                       44


<PAGE>   50


               The provisions of Code Section 401(k)(3) and Regulation
               1.401(k)-1(b) are incorporated herein by reference.

               However, for Plan Years beginning after December 31, 1988, in
               order to prevent the multiple use of the alternative method
               described in (2) above and in Code Section 401(m)(9)(A), any
               Highly Compensated Participant eligible to make elective
               deferrals pursuant to Section 4.2 and to make Employee
               contributions or to receive matching contributions under this
               Plan or under any other plan maintained by the Employer or an
               Affiliated Employer shall have his actual contribution ratio
               reduced pursuant to Regulation 1.401(m)-2, the provisions of
               which are incorporated herein by reference.

               (b)  For the purposes of this Section "Actual Deferral 
          Percentage" means, with respect to the Highly Compensated Participant
          group and Non-Highly Compensated Participant group for a Plan Year,
          the average of the ratios, calculated separately for each Participant
          in such group, of the amount of Employer Elective Contributions
          allocated to each Participant's Elective Account for such Plan Year,
          to such Participant's "414(s) Compensation" for such Plan Year. The
          actual deferral ratio for each Participant and the "Actual Deferral
          Percentage" for each group shall be calculated to the nearest
          one-hundredth of one percent for Plan Years beginning after December
          31, 1988. Employer Elective Contributions allocated to each Non-Highly
          Compensated Participant's Elective Account shall be reduced by Excess
          Deferred Compensation to the extent such excess amounts are made under
          this Plan or any other plan maintained by the Employer.

               (c)  For the purpose of determining the actual deferral ratio of
          a Highly Compensated Employee who is subject to the Family Member
          aggregation rules of Code Section 414(q)(6) because such Participant
          is either a "five percent owner" of the Employer or one of the ten
          (10) Highly Compensated Employees paid the greatest "415 Compensation"
          during the year, the following shall apply:

               (1)  The combined actual deferral ratio for the family group
               (which shall be treated as one Highly Compensated Participant)
               shall be




                                       45


<PAGE>   51

               determined by aggregating Employer Elective Contributions and
               "414(s) Compensation" of all eligible Family Members (including
               Highly Compensated Participants). However, in applying the
               $200,000 limit to "414(s) Compensation," for Plan Years beginning
               after December 31, 1988, Family Members shall include only the
               affected Employee's spouse and any lineal descendants who have
               not attained age 19 before the close of the Plan Year.
               Notwithstanding the foregoing, with respect to Plan Years
               beginning prior to January 1, 1990, compliance with the
               Regulations then in effect shall be deemed to be compliance with
               this paragraph.

               (2)  The Employer Elective Contributions and "414(s) 
               Compensation" of all Family Members shall be disregarded for
               purposes of determining the "Actual Deferral Percentage" of the
               Non-Highly Compensated Participant group except to the extent
               taken into account in paragraph (1) above.

               (3)  If a Participant is required to be aggregated as a member of
               more than one family group in a plan, all Participants who are
               members of those family groups that include the Participant are
               aggregated as one family group in accordance with paragraphs (1)
               and (2) above.

               (d)  For the purposes of Sections 4.5(a) and 4.6, a Highly
          Compensated Participant and a Non-Highly Compensated Participant shall
          include any Employee eligible to make a deferral election pursuant to
          Section 4.2, whether or not such deferral election was made or
          suspended pursuant to Section 4.2.

               (e)  For the purposes of this Section and Code Sections 
          401(a)(4), 410(b) and 401(k), if two or more plans which include cash
          or deferred arrangements are considered one plan for the purposes of
          Code Section 401(a)(4) or 410(b) (other than Code Section
          410(b)(2)(A)(ii) as in effect for Plan Years beginning after December
          31, 1988), the cash or deferred arrangements included in such plans
          shall be treated as one arrangement. In addition, two or more cash or
          deferred arrangements may be considered as a single arrangement for
          purposes of determining whether or not such arrangements satisfy Code
          Sections 401(a)(4), 410(b) and 401(k). In such a case, the cash or
          deferred



                                       46


<PAGE>   52


          arrangements included in such plans and the plans including such
          arrangements shall be treated as one arrangement and as one plan for
          purposes of this Section and Code Sections 401(a)(4), 410(b) and
          401(k). Plans may be aggregated under this paragraph (e) for Plan
          Years beginning after December 31, 1989 only if they have the same
          plan year.

                    Notwithstanding the above, for Plan Years beginning after
          December 31, 1988, an employee stock ownership plan described in Code
          Section 4975(e)(7) or 409 may not be combined with this Plan for
          purposes of determining whether the employee stock ownership plan or
          this Plan satisfies this Section and Code Sections 401(a)(4), 410(b)
          and 401(k).

               (f)  For the purposes of this Section, if a Highly Compensated
          Participant is a Participant under two or more cash or deferred
          arrangements (other than a cash or deferred arrangement which is part
          of an employee stock ownership plan as defined in Code Section
          4975(e)(7) or 409 for Plan Years beginning after December 31, 1988) of
          the Employer or an Affiliated Employer, all such cash or deferred
          arrangements shall be treated as one cash or deferred arrangement for
          the purpose of determining the actual deferral ratio with respect to
          such Highly Compensated Participant. However, for Plan Years beginning
          after December 31, 1988, if the cash or deferred arrangements have
          different plan years, this paragraph shall be applied by treating all
          cash or deferred arrangements ending with or within the same calendar
          year as a single arrangement.

4.6   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

          In the event that the initial allocations of the Employer's Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a) for Plan Years beginning after December 31, 1986, the
Administrator shall adjust Excess Contributions pursuant to the options set
forth below:

               (a)  On or before the fifteenth day of the third month following
          the end of each Plan Year, the Highly Compensated Participant having
          the highest actual deferral ratio shall have his portion of Excess
          Contributions distributed to him until one of the tests set forth in
          Section 4.5(a) is satisfied, or until his




                                       47


<PAGE>   53



          actual deferral ratio equals the actual deferral ratio of the Highly
          Compensated Participant having the second highest actual deferral
          ratio. This process shall continue until one of the tests set forth in
          Section 4.5(a) is satisfied. For each Highly Compensated Participant,
          the amount of Excess Contributions is equal to the Elective
          Contributions on behalf of such Highly Compensated Participant
          (determined prior to the application of this paragraph) minus the
          amount determined by multiplying the Highly Compensated Participant's
          actual deferral ratio (determined after application of this paragraph)
          by his "414(s) Compensation." However, in determining the amount of
          Excess Contributions to be distributed with respect to an affected
          Highly Compensated Participant as determined herein, such amount shall
          be reduced by any Excess Deferred Compensation previously distributed
          to such affected Highly Compensated Participant for his taxable year
          ending with or within such Plan Year.

               (1)  With respect to the distribution of Excess Contributions
               pursuant to (a) above, such distribution:

                    (i)   may be postponed but not later than the close of the
                    Plan Year following the Plan Year to which they are
                    allocable;

                    (ii)  shall be made simultaneously from Deferred 
                    Compensation and matching contributions which relate to such
                    Deferred Compensation provided, however, that any such
                    matching contributions which are not Vested shall be
                    forfeited in lieu of distribution;

                    (iii) shall be adjusted for Income; and

                    (iv)  shall be designated by the Employer as a distribution
                    of Excess Contributions (and Income).

               (2)  Any distribution of less than the entire amount of Excess
               Contributions shall be treated as a pro rata distribution of
               Excess Contributions and Income.

               (3)  The determination and correction of Excess Contributions of
               a Highly Compensated Participant




                                       48


<PAGE>   54

               whose actual deferral ratio is determined under the family
               aggregation rules shall be accomplished by reducing the actual
               deferral ratio as required herein, and the Excess Contributions
               for the family unit shall then be allocated among the Family
               Members in proportion to the Elective Contributions of each
               Family Member that were combined to determine the group actual
               deferral ratio. Notwithstanding the foregoing, with respect to
               Plan Years beginning prior to January 1, 1990, compliance with
               the Regulations then in effect shall be deemed to be compliance
               with this paragraph.

               (b)  Within twelve (12) months after the end of the Plan Year, 
          the Employer may make a special Qualified Non-Elective Contribution on
          behalf of Non-Highly Compensated Participants in an amount sufficient
          to satisfy one of the tests set forth in Section 4.5(a). Such
          contribution shall be allocated to the Participant's Elective Account
          of each Non-Highly Compensated Participant in the same proportion that
          each Non-Highly Compensated Participant's Compensation for the year
          bears to the total Compensation of all Non-Highly Compensated
          Participants.

               (c)  If during a Plan Year the projected aggregate amount of
          Elective Contributions to be allocated to all Highly Compensated
          Participants under this Plan would, by virtue of the tests set forth
          in Section 4.5(a), cause the Plan to fail such tests, then the
          Administrator may automatically reduce proportionately or in the order
          provided in Section 4.6(a) each affected Highly Compensated
          Participant's deferral election made pursuant to Section 4.2 by an
          amount necessary to satisfy one of the tests set forth in Section
          4.5(a).

4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)  The "Actual Contribution Percentage" for Plan Years 
          beginning after December 31, 1986 for the Highly Compensated
          Participant group shall not exceed the greater of:

               (1) 125 percent of such percentage for the Non-Highly Compensated
               Participant group; or




                                       49


<PAGE>   55

               (2)  the lesser of 200 percent of such percentage for the
               Non-Highly Compensated Participant group, or such percentage for
               the Non-Highly Compensated Participant group plus 2 percentage
               points. However, for Plan Years beginning after December 31,
               1988, to prevent the multiple use of the alternative method
               described in this paragraph and Code Section 401(m)(9)(A), any
               Highly Compensated Participant eligible to make elective
               deferrals pursuant to Section 4.2 or any other cash or deferred
               arrangement maintained by the Employer or an Affiliated Employer
               and to make Employee contributions or to receive matching
               contributions under this Plan or under any other plan maintained
               by the Employer or an Affiliated Employer shall have his actual
               contribution ratio reduced pursuant to Regulation 1.401(m)-2. The
               provisions of Code Section 401(m) and Regulations 1.401(m)-1(b)
               and 1.401(m)-2 are incorporated herein by reference.

               (b)  For the purposes of this Section and Section 4.8, "Actual
          Contribution Percentage" for a Plan Year means, with respect to the
          Highly Compensated Participant group and Non-Highly Compensated
          Participant group, the average of the ratios (calculated separately
          for each Participant in each group) of:

               (1)  the sum of Employer matching contributions made pursuant to
               Section 4.1(b) on behalf of each such Participant for such Plan
               Year; to

               (2)  the Participant's "414(s) Compensation" for such Plan Year.

               (c)  For purposes of determining the "Actual Contribution
          Percentage" and the amount of Excess Aggregate Contributions pursuant
          to Section 4.8(d), only Employer matching contributions (excluding
          Employer matching contributions forfeited or distributed pursuant to
          Sections 4.2(f) and 4.6(a)(1) or forfeited pursuant to Section 4.8(a))
          contributed to the Plan prior to the end of the succeeding Plan Year
          shall be considered. In addition, the Administrator may elect to take
          into account, with respect to Employees eligible to have Employer
          matching contributions pursuant to Section 4.1(b) allocated to their
          accounts, elective deferrals (as defined in Regulation



                                       50


<PAGE>   56



          1.402(g)-1(b)) and qualified non-elective contributions (as defined in
          Code Section 401(m)(4)(C)) contributed to any plan maintained by the
          Employer. Such elective deferrals and qualified non-elective
          contributions shall be treated as Employer matching contributions
          subject to Regulation 1.401(m)-1(b)(5) which is incorporated herein by
          reference. However, for Plan Years beginning after December 31, 1988,
          the Plan Year must be the same as the plan year of the plan to which
          the elective deferrals and the qualified non-elective contributions
          are made.

               (d)  For the purpose of determining the actual contribution ratio
          of a Highly Compensated Employee who is subject to the Family Member
          aggregation rules of Code Section 414(q)(6) because such Employee is
          either a "five percent owner" of the Employer or one of the ten (10)
          Highly Compensated Employees paid the greatest "415 Compensation"
          during the year, the following shall apply:

               (1)  The combined actual contribution ratio for the family group
               (which shall be treated as one Highly Compensated Participant)
               shall be determined by aggregating Employer matching
               contributions made pursuant to Section 4.1(b) and "414(s)
               Compensation" of all eligible Family Members (including Highly
               Compensated Participants). However, in applying the $200,000
               limit to "414(s) Compensation" for Plan Years beginning after
               December 31, 1988, Family Members shall include only the affected
               Employee's spouse and any lineal descendants who have not
               attained age 19 before the close of the Plan Year.
               Notwithstanding the foregoing, with respect to Plan Years
               beginning prior to January 1, 1990, compliance with the
               Regulations then in effect shall be deemed to be compliance with
               this paragraph.

               (2)  The Employer matching contributions made pursuant to Section
               4.1(b) and "414(s) Compensation" of all Family Members shall be
               disregarded for purposes of determining the "Actual Contribution
               Percentage" of the Non-Highly Compensated Participant group
               except to the extent taken into account in paragraph (1) above.



                                       51


<PAGE>   57



               (3)  If a Participant is required to be aggregated as a member of
               more than one family group in a plan, all Participants who are
               members of those family groups that include the Participant are
               aggregated as one family group in accordance with paragraphs (1)
               and (2) above.

               (e)  For purposes of this Section and Code Sections 401(a)(4),
          410(b) and 401(m), if two or more plans of the Employer to which
          matching contributions, Employee contributions, or both, are made are
          treated as one plan for purposes of Code Sections 401(a)(4) or 410(b)
          (other than the average benefits test under Code Section
          410(b)(2)(A)(ii) as in effect for Plan Years beginning after December
          31, 1988), such plans shall be treated as one plan. In addition, two
          or more plans of the Employer to which matching contributions,
          Employee contributions, or both, are made may be considered as a
          single plan for purposes of determining whether or not such plans
          satisfy Code Sections 401(a)(4), 410(b) and 401(m). In such a case,
          the aggregated plans must satisfy this Section and Code Sections
          401(a)(4), 410(b) and 401(m) as though such aggregated plans were a
          single plan. Plans may be aggregated under this paragraph (e) for Plan
          Years beginning after December 31, 1988, only if they have the same
          plan year.

                    Notwithstanding the above, for Plan Years beginning after
          December 31, 1988, an employee stock ownership plan described in Code
          Section 4975(e)(7) or 409 may not be aggregated with this Plan for
          purposes of determining whether the employee stock ownership plan or
          this Plan satisfies this Section and Code Sections 401(a)(4), 410(b)
          and 401(m).

               (f)  If a Highly Compensated Participant is a Participant under
          two or more plans (other than an employee stock ownership plan as
          defined in Code Section 4975(e)(7) or 409 for Plan Years beginning
          after December 31, 1988) which are maintained by the Employer or an
          Affiliated Employer to which matching contributions, Employee
          contributions, or both, are made, all such contributions on behalf of
          such Highly Compensated Participant shall be aggregated for purposes
          of determining such Highly Compensated Participant's actual
          contribution ratio. However, for Plan Years beginning after December
          31, 1988, if the plans have different plan years, this paragraph shall
          be applied by treating all plans ending with or within the same
          calendar year as a single plan.



                                       52


<PAGE>   58



               (g)  For purposes of Sections 4.7(a) and 4.8, a Highly 
          Compensated Participant and Non-Highly Compensated Participant shall
          include any Employee eligible to have Employer matching contributions
          pursuant to Section 4.1(b) (whether or not a deferral election was
          made or suspended pursuant to Section 4.2(e)) allocated to his account
          for the Plan Year.

4.8   ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)  In the event that, for Plan Years beginning after December
          31, 1986, the "Actual Contribution Percentage" for the Highly
          Compensated Participant group exceeds the "Actual Contribution
          Percentage" for the Non-Highly Compensated Participant group pursuant
          to Section 4.7(a), the Administrator (on or before the fifteenth day
          of the third month following the end of the Plan Year, but in no event
          later than the close of the following Plan Year) shall direct the
          Trustee to distribute to the Highly Compensated Participant having the
          highest actual contribution ratio, his Vested portion of Excess
          Aggregate Contributions (and Income allocable to such contributions)
          and, if forfeitable, forfeit such non-Vested Excess Aggregate
          Contributions attributable to Employer matching contributions (and
          Income allocable to such forfeitures) until either one of the tests
          set forth in Section 4.7(a) is satisfied, or until his actual
          contribution ratio equals the actual contribution ratio of the Highly
          Compensated Participant having the second highest actual contribution
          ratio. This process shall continue until one of the tests set forth in
          Section 4.7(a) is satisfied.

                    If the correction of Excess Aggregate Contributions 
          attributable to Employer matching contributions is not in proportion
          to the Vested and non-Vested portion of such contributions, then the
          Vested portion of the Participant's Account attributable to Employer
          matching contributions after the correction shall be subject to
          Section 6.5(f).

               (b)  Any distribution and/or forfeiture of less than the entire
          amount of Excess Aggregate Contributions (and Income) shall be treated
          as a pro rata distribution and/or forfeiture of Excess Aggregate
          Contributions and Income. Distribution of Excess Aggregate
          Contributions shall be designated by the Employer as a distribution of
          Excess Aggregate


                                       53


<PAGE>   59

          Contributions (and Income). Forfeitures of Excess Aggregate
          Contributions shall be treated in accordance with Section 4.4.

               (c)  Excess Aggregate Contributions, including forfeited matching
          contributions, shall be treated as Employer contributions for purposes
          of Code Sections 404 and 415 even if distributed from the Plan.

                    Forfeited matching contributions that are reallocated to
          Participants' Accounts for the Plan Year in which the forfeiture
          occurs shall be treated as an "annual addition" pursuant to Section
          4.9(b) for the Participants to whose Accounts they are reallocated and
          for the Participants from whose Accounts they are forfeited.

               (d)  For each Highly Compensated Participant, the amount of 
          Excess Aggregate Contributions is equal to the Employer matching
          contributions made pursuant to Section 4.1(b) and any qualified
          non-elective contributions or elective deferrals taken into account
          pursuant to Section 4.7(c) on behalf of the Highly Compensated
          Participant (determined prior to the application of this paragraph)
          minus the amount determined by multiplying the Highly Compensated
          Participant's actual contribution ratio (determined after application
          of this paragraph) by his "414(s) Compensation." The actual
          contribution ratio must be rounded to the nearest one-hundredth of one
          percent for Plan Years beginning after December 31, 1988. In no case
          shall the amount of Excess Aggregate Contribution with respect to any
          Highly Compensated Participant exceed the amount of Employer matching
          contributions made pursuant to Section 4.1(b) and any qualified
          non-elective contributions or elective deferrals taken into account
          pursuant to Section 4.7(c) on behalf of such Highly Compensated
          Participant for such Plan Year.

               (e)  The determination of the amount of Excess Aggregate
          Contributions with respect to any Plan Year shall be made after first
          determining the Excess Contributions, if any, to be treated as
          voluntary Employee contributions due to recharacterization for the
          plan year of any other qualified cash or deferred arrangement (as
          defined in Code Section 401(k)) maintained by the Employer that ends
          with or within the Plan Year.


                                       54


<PAGE>   60


               (f)  If the determination and correction of Excess Aggregate
          Contributions of a Highly Compensated Participant whose actual
          contribution ratio is determined under the family aggregation rules,
          then the actual contribution ratio shall be reduced and the Excess
          Aggregate Contributions for the family unit shall be allocated among
          the Family Members in proportion to the sum of Employer matching
          contributions made pursuant to Section 4.1(b) and any qualified
          non-elective contributions or elective deferrals taken into account
          pursuant to Section 4.7(c) of each Family Member that were combined to
          determine the group actual contribution ratio. Notwithstanding the
          foregoing, with respect to Plan Years beginning prior to January 1,
          1990, compliance with the Regulations then in effect shall be deemed
          to be compliance with this paragraph.

               (g)  If during a Plan Year the projected aggregate amount of
          Employer matching contributions to be allocated to all Highly
          Compensated Participants under this Plan would, by virtue of the tests
          set forth in Section 4.7(a), cause the Plan to fail such tests, then
          the Administrator may automatically reduce proportionately or in the
          order provided in Section 4.8(a) each affected Highly Compensated
          Participant's projected share of such contributions by an amount
          necessary to satisfy one of the tests set forth in Section 4.7(a).

               (h)  Notwithstanding the above, within twelve (12) months after
          the end of the Plan Year, the Employer may make a special Qualified
          Non-Elective Contribution on behalf of Non-Highly Compensated
          Participants in an amount sufficient to satisfy one of the tests set
          forth in Section 4.7(a). Such contribution shall be allocated to the
          Participant's Elective Account of each Non-Highly Compensated
          Participant in the same proportion that each Non-Highly Compensated
          Participant's Compensation for the year bears to the total
          Compensation of all Non-Highly Compensated Participants. A separate
          accounting shall be maintained for the purpose of excluding such
          contributions from the "Actual Deferral Percentage" tests pursuant to
          Section 4.5(a).




                                       55


<PAGE>   61

4.9   MAXIMUM ANNUAL ADDITIONS

               (a)  Notwithstanding the foregoing, the maximum "annual
          additions" credited to a Participant's accounts for any "limitation
          year" shall equal the lesser of: (1) $30,000 (as adjusted from time to
          time under Code Section 415(c)(1)(A)) (or, if greater, one-fourth of
          the dollar limitation in effect under Code Section 415(b)(1)(A)) or
          (2) twenty-five percent (25%) of the Participant's "415 Compensation"
          for such "limitation year." For any short "limitation year," the
          dollar limitation in (1) above shall be reduced by a fraction, the
          numerator of which is the number of full months in the short
          "limitation year" and the denominator of which is twelve (12).

               (b)  For purposes of applying the limitations of Code Section 
          415, "annual additions" means the sum credited to a Participant's
          accounts for any "limitation year" of (1) Employer contributions, (2)
          Employee contributions for "limitation years" beginning after December
          31, 1986, (3) forfeitures, (4) amounts allocated, after March 31,
          1984, to an individual medical account, as defined in Code Section
          415(l)(2) which is part of a pension or annuity plan maintained by the
          Employer and (5) amounts derived from contributions paid or accrued
          after December 31, 1985, in taxable years ending after such date,
          which are attributable to post-retirement medical benefits allocated
          to the separate account of a key employee (as defined in Code Section
          419A(d)(3)) under a welfare benefit plan (as defined in Code Section
          419(e)) maintained by the Employer. Except, however, the "415
          Compensation" percentage limitation referred to in paragraph (a)(2)
          above shall not apply to: (1) any contribution for medical benefits
          (within the meaning of Code Section 419A(f)(2)) after separation from
          service which is otherwise treated as an "annual addition," or (2) any
          amount otherwise treated as an "annual addition" under Code Section
          415(l)(1).

               (c)  For purposes of applying the limitations of Code Section 
          415, the transfer of funds from one qualified plan to another is not
          an "annual addition." In addition, the following are not Employee
          contributions for the purposes of Section 4.9(b)(2): (1) rollover
          contributions (as defined in Code Sections 402(a)(5), 403(a)(4),
          403(b)(8) and 408(d)(3)); (2) repayments of loans made to a
          Participant from the Plan; (3) repayments of distributions received by
          an


                                       56


<PAGE>   62


          Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4)
          repayments of distributions received by an Employee pursuant to Code
          Section 411(a)(3)(D) (mandatory contributions); and (5) Employee
          contributions to a simplified employee pension excludable from gross
          income under Code Section 408(k)(6).

               (d)  For purposes of applying the limitations of Code Section 
          415, the "limitation year" shall be the Plan Year.

               (e)  The dollar limitation under Code Section 415(b)(1)(A) stated
          in paragraph (a)(1) above shall be adjusted annually as provided in
          Code Section 415(d) pursuant to the Regulations. The adjusted
          limitation is effective as of January 1st of each calendar year and is
          applicable to "limitation years" ending with or within that calendar
          year.

               (f)  For the purpose of this Section, all qualified defined
          benefit plans (whether terminated or not) ever maintained by the
          Employer shall be treated as one defined benefit plan, and all
          qualified defined contribution plans (whether terminated or not) ever
          maintained by the Employer shall be treated as one defined
          contribution plan.

               (g)  For the purpose of this Section, if the Employer is a member
          of a controlled group of corporations, trades or businesses under
          common control (as defined by Code Section 1563(a) or Code Section
          414(b) and (c) as modified by Code Section 415(h)), is a member of an
          affiliated service group (as defined by Code Section 414(m)), or is a
          member of a group of entities required to be aggregated pursuant to
          Regulations under Code Section 414(o), all Employees of such Employers
          shall be considered to be employed by a single Employer.

               (h)  For the purpose of this Section, if this Plan is a Code
          Section 413(c) plan, all Employers of a Participant who maintain this
          Plan will be considered to be a single Employer.

               (i)(1)   If a Participant participates in more than one defined
          contribution plan maintained by the Employer which have different
          Anniversary Dates, the maximum "annual additions" under this Plan
          shall equal


                                       57


<PAGE>   63

          the maximum "annual additions" for the "limitation year" minus any
          "annual additions" previously credited to such Participant's accounts
          during the "limitation year."

               (2)  If a Participant participates in both a defined contribution
               plan subject to Code Section 412 and a defined contribution plan
               not subject to Code Section 412 maintained by the Employer which
               have the same Anniversary Date, "annual additions" will be
               credited to the Participant's accounts under the defined
               contribution plan subject to Code Section 412 prior to crediting
               "annual additions" to the Participant's accounts under the
               defined contribution plan not subject to Code Section 412.

               (3)  If a Participant participates in more than one defined
               contribution plan not subject to Code Section 412 maintained by
               the Employer which have the same Anniversary Date, the maximum
               "annual additions" under this Plan shall equal the product of (A)
               the maximum "annual additions" for the "limitation year" minus
               any "annual additions" previously credited under subparagraphs
               (1) or (2) above, multiplied by (B) a fraction (i) the numerator
               of which is the "annual additions" which would be credited to
               such Participant's accounts under this Plan without regard to the
               limitations of Code Section 415 and (ii) the denominator of which
               is such "annual additions" for all plans described in this
               subparagraph.

               (j)  If an Employee is (or has been) a Participant in one or more
          defined benefit plans and one or more defined contribution plans
          maintained by the Employer, the sum of the defined benefit plan
          fraction and the defined contribution plan fraction for any
          "limitation year" may not exceed 1.0.

               (k)  The defined benefit plan fraction for any "limitation year"
          is a fraction, the numerator of which is the sum of the Participant's
          projected annual benefits under all the defined benefit plans (whether
          or not terminated) maintained by the Employer, and the denominator of
          which is the lesser of 125 percent of the dollar limitation determined
          for the "limitation year" under Code Sections 415(b) and (d) or 140
          percent



                                       58


<PAGE>   64


          of the highest average 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 which were in existence on May 6,
          1986, the denominator of this fraction will not be less than 125
          percent of the sum of the annual benefits under such plans which the
          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 plan after May 5, 1986. The preceding
          sentence applies only if the defined benefit plans individually and in
          the aggregate satisfied the requirements of Code Section 415 for all
          "limitation years" beginning before January 1, 1987.

               (l)  The defined contribution plan fraction for any "limitation
          year" is a fraction, the numerator of which is the sum of the annual
          additions to the Participant's Account under all the defined
          contribution plans (whether or not terminated) maintained by the
          Employer for the current and all prior "limitation years" (including
          the annual additions attributable to the Participant's nondeductible
          Employee contributions to all defined benefit plans, whether or not
          terminated, maintained by the Employer, and the annual additions
          attributable to all welfare benefit funds, as defined in Code Section
          419(e), and individual medical accounts, as defined in Code Section
          415(l)(2), maintained by the Employer), and the denominator of which
          is the sum of the maximum aggregate amounts for the current and all
          prior "limitation years" of service with the Employer (regardless of
          whether a defined contribution plan was maintained by the Employer).
          The maximum aggregate amount in any "limitation year" is the lesser of
          125 percent of the dollar limitation determined under Code Sections
          415(b) and (d) in effect under Code Section 415(c)(1)(A) or 35 percent
          of the Participant's Compensation for such year.

                    If the Employee was a Participant as of the end of the first
          day of the first "limitation year" beginning after December 31, 1986,
          in one or more defined contribution plans maintained by the Employer
          which were in existence on May 6, 1986, the numerator



                                       59


<PAGE>   65
          of this fraction will be adjusted if the sum of this fraction and the
          defined benefit fraction would otherwise exceed 1.0 under the terms of
          this Plan. Under the adjustment, an amount equal to the product of (1)
          the excess of the sum of the fractions over 1.0 times (2) the
          denominator of this fraction, will be permanently subtracted from the
          numerator of this fraction. The adjustment is calculated using the
          fractions as they would be computed as of the end of the last
          "limitation year" beginning before January 1, 1987, and disregarding
          any changes in the terms and conditions of the Plan made after May 5,
          1986, but using the 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 Employee contributions as
          annual additions.

               (m)  Notwithstanding the foregoing, for any "limitation year" in
          which the Plan is a Top Heavy Plan, 100 percent shall be substituted
          for 125 percent in Sections 4.9(k) and 4.9(l) unless the extra minimum
          allocation is being provided pursuant to Section 4.4. However, for any
          "limitation year" in which the Plan is a Super Top Heavy Plan, 100
          percent shall be substituted for 125 percent in any event.

               (n)  Notwithstanding anything contained in this Section to the
          contrary, the limitations, adjustments and other requirements
          prescribed in this Section shall at all times comply with the
          provisions of Code Section 415 and the Regulations thereunder, the
          terms of which are specifically incorporated herein by reference.

4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (a)  If, as a result of a reasonable error in estimating a
          Participant's Compensation, a reasonable error in determining the
          amount of elective deferrals (within the meaning of Code Section
          402(g)(3)) that may be made with respect to any Participant under the
          limits of Section 4.9 or other facts and circumstances to which
          Regulation 1.415-6(b)(6) shall be applicable, the "annual additions"
          under this Plan would cause the maximum "annual additions" to be
          exceeded for any Participant, the Administrator shall (1) distribute
          any elective deferrals (within the meaning of Code Section 402(g)(3))
          or return any voluntary Employee



                                       60


<PAGE>   66



          contributions credited for the "limitation year" to the extent that
          the return would reduce the "excess amount" in the Participant's
          accounts (2) hold any "excess amount" remaining after the return of
          any elective deferrals or voluntary Employee contributions in a
          "Section 415 suspense account" (3) use the "Section 415 suspense
          account" in the next "limitation year" (and succeeding "limitation
          years" if necessary) to reduce Employer contributions for that
          Participant if that Participant is covered by the Plan as of the end
          of the "limitation year," or if the Participant is not so covered,
          allocate and reallocate the "Section 415 suspense account" in the next
          "limitation year" (and succeeding "limitation years" if necessary) to
          all Participants in the Plan before any Employer or Employee
          contributions which would constitute "annual additions" are made to
          the Plan for such "limitation year" (4) reduce Employer contributions
          to the Plan for such "limitation year" by the amount of the "Section
          415 suspense account" allocated and reallocated during such
          "limitation year."

               (b)  For purposes of this Article, "excess amount" for any
          Participant for a "limitation year" shall mean the excess, if any, of
          (1) the "annual additions" which would be credited to his account
          under the terms of the Plan without regard to the limitations of Code
          Section 415 over (2) the maximum "annual additions" determined
          pursuant to Section 4.9.

               (c)  For purposes of this Section, "Section 415 suspense account"
          shall mean an unallocated account equal to the sum of "excess amounts"
          for all Participants in the Plan during the "limitation year." The
          "Section 415 suspense account" shall not share in any earnings or
          losses of the Trust Fund.

4.11  TRANSFERS FROM QUALIFIED PLANS

               (a)  With the consent of the Administrator, amounts may be
          transferred from other qualified plans by Employees, provided that the
          trust from which such funds are transferred permits the transfer to be
          made and the transfer will not jeopardize the tax exempt status of the
          Plan or Trust or create adverse tax consequences for the Employer. The
          amounts transferred shall be set up in a separate account herein
          referred to as a "Participant's Rollover Account." Such account shall
          be fully Vested at all times and shall not be subject to Forfeiture
          for any reason.


                                        61


<PAGE>   67

               (b)  A Participant may withdraw his or her Rollover
          Contributions plus attributable earnings at any time.

               (c)  Except as permitted by Regulations (including Regulation
          1.411(d)-4), amounts attributable to elective contributions (as
          defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as
          elective contributions, which are transferred from another qualified
          plan in a plan-to-plan transfer shall be subject to the distribution
          limitations provided for in Regulation 1.401(k)-1(d).

               (d)  At Normal Retirement Date, or such other date when the
          Participant or his Beneficiary shall be entitled to receive benefits,
          the fair market value of the Participant's Rollover Account shall be
          used to provide additional benefits to the Participant or his
          Beneficiary. Any distributions of amounts held in a Participant's
          Rollover Account shall be made in a manner which is consistent with
          and satisfies the provisions of Section 6.5, including, but not
          limited to, all notice and consent requirements of Code Section
          411(a)(11) and the Regulations thereunder. Furthermore, such amounts
          shall be considered as part of a Participant's benefit in determining
          whether an involuntary cash-out of benefits without Participant
          consent may be made.

               (e)  The Administrator may direct that employee transfers made
          after a valuation date be segregated into a separate account for each
          Participant in a federally insured savings account, certificate of
          deposit in a bank or savings and loan association, money market
          certificate, or other short term debt security acceptable to the
          Trustee until such time as the allocations pursuant to this Plan have
          been made, at which time they may remain segregated or be invested as
          part of the general Trust Fund, to be determined by the Administrator.

               (f)  All amounts allocated to a Participant's Rollover Account 
          may be treated as a Directed Investment Account pursuant to Section
          4.12.



                                       62


<PAGE>   68

               (g)  For purposes of this Section, the term "qualified plan" 
          shall mean any tax qualified plan under Code Section 401(a). The term
          "amounts transferred from other qualified plans" shall mean: (i)
          amounts transferred to this Plan directly from another qualified plan;
          (ii) distributions from another qualified plan which are eligible
          rollover distributions and which are either transferred by the
          Employee to this Plan within sixty (60) days following his receipt
          thereof or are transferred pursuant to a direct rollover; (iii)
          amounts transferred to this Plan from a conduit individual retirement
          account provided that the conduit individual retirement account has no
          assets other than assets which (A) were previously distributed to the
          Employee by another qualified plan as a lump-sum distribution (B) were
          eligible for tax-free rollover to a qualified plan and (C) were
          deposited in such conduit individual retirement account within sixty
          (60) days of receipt thereof and other than earnings on said assets;
          and (iv) amounts distributed to the Employee from a conduit individual
          retirement account meeting the requirements of clause (iii) above, and
          transferred by the Employee to this Plan within sixty (60) days of his
          receipt thereof from such conduit individual retirement account.

               (h)  Prior to accepting any transfers to which this Section
          applies, the Administrator may require the Employee to establish that
          the amounts to be transferred to this Plan meet the requirements of
          this Section and may also require the Employee to provide an opinion
          of counsel satisfactory to the Employer that the amounts to be
          transferred meet the requirements of this Section.

               (i)  This Plan shall not accept any direct or indirect transfers
          (as that term is defined and interpreted under Code Section 401(a)(11)
          and the Regulations thereunder) from a defined benefit plan, money
          purchase plan (including a target benefit plan), stock bonus or profit
          sharing plan which would otherwise have provided for a life annuity
          form of payment to the Participant.

               (j)  Notwithstanding anything herein to the contrary, a transfer
          directly to this Plan from another qualified plan (or a transaction
          having the effect of such a transfer) shall only be permitted if it
          will not result in the elimination or reduction of any "Section



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<PAGE>   69

          411(d)(6) protected benefit" as described in Section 8.1.

4.12  DIRECTED INVESTMENT ACCOUNT

               (a)  The Administrator, in his sole discretion, may determine 
          that all Participants be permitted to direct the Trustee as to the
          investment of all or a portion of the interest in any one or more of
          their individual account balances. If such authorization is given,
          Participants may, subject to a procedure established by the
          Administrator and applied in a uniform nondiscriminatory manner,
          direct the Trustee in writing to invest any portion of their account
          in specific assets, specific funds or other investments permitted
          under the Plan and the directed investment procedure. That portion of
          the account of any Participant so directing will thereupon be
          considered a Directed Investment Account, which shall not share in
          Trust Fund earnings.

               (b)  A separate Directed Investment Account shall be established
          for each Participant who has directed an investment. Transfers between
          the Participant's regular account and his Directed Investment Account
          shall be charged and credited as the case may be to each account. The
          Directed Investment Account shall not share in Trust Fund earnings,
          but it shall be charged or credited as appropriate with the net
          earnings, gains, losses and expenses as well as any appreciation or
          depreciation in market value during each Plan Year attributable to
          such account.

                                    ARTICLE V
                                   VALUATIONS

5.1   VALUATION OF THE TRUST FUND

          The Administrator shall direct the Trustee, as of each Anniversary
Date, and at such other date or dates deemed necessary by the Administrator,
herein called "valuation date," to determine the net worth of the assets
comprising the Trust Fund as it exists on the "valuation date." In determining
such net worth, the Trustee shall value the assets comprising the Trust Fund at
their fair market value as of the "valuation date" and shall deduct all expenses
for which the Trustee has not yet obtained reimbursement from the Employer or
the Trust Fund.



                                       64


<PAGE>   70


5.2   METHOD OF VALUATION

          In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the "valuation date." If such
securities were not traded on the "valuation date," or if the exchange on which
they are traded was not open for business on the "valuation date," then the
securities shall be valued at the prices at which they were last traded prior to
the "valuation date." Any unlisted security held in the Trust Fund shall be
valued at its bid price next preceding the close of business on the "valuation
date," which bid price shall be obtained from a registered broker or an
investment banker. In determining the fair market value of assets other than
securities for which trading or bid prices can be obtained, the Trustee may
appraise such assets itself, or in its discretion, employ one or more appraisers
for that purpose and rely on the values established by such appraiser or
appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1   DETERMINATION OF BENEFITS UPON RETIREMENT

          Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on his Normal Retirement Date. However, a
Participant may postpone the termination of his employment with the Employer to
a later date, in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section 4.4, shall
continue until his Late Retirement Date. Upon a Participant's Retirement Date,
or as soon thereafter as is practicable, the Trustee shall distribute all
amounts credited to such Participant's Combined Account in accordance with
Section 6.5.

6.2   DETERMINATION OF BENEFITS UPON DEATH

               (a)  Upon the death of a Participant before his Retirement Date 
          or other termination of his employment, all amounts credited to such
          Participant's Combined Account shall become fully Vested. The
          Administrator shall direct the Trustee, in accordance with the
          provisions of Sections 6.6 and 6.7, to distribute the value of the
          deceased Participant's accounts to the Participant's Beneficiary.



                                       65


<PAGE>   71

               (b)  Upon the death of a Former Participant, the Administrator
          shall direct the Trustee, in accordance with the provisions of
          Sections 6.6 and 6.7, to distribute any remaining Vested amounts
          credited to the accounts of a deceased Former Participant to such
          Former Participant's Beneficiary.

               (c)  Any security interest held by the Plan by reason of an
          outstanding loan to the Participant or Former Participant shall be
          taken into account in determining the amount of the death benefit.

               (d)  The Administrator may require such proper proof of death and
          such evidence of the right of any person to receive payment of the
          value of the account of a deceased Participant or Former Participant
          as the Administrator may deem desirable. The Administrator's
          determination of death and of the right of any person to receive
          payment shall be conclusive.

               (e)  The Beneficiary of the death benefit payable pursuant to 
          this Section shall be the Participant's spouse. Except, however, the
          Participant may designate a Beneficiary other than his spouse if:

               (1)  the spouse has waived the right to be the Participant's
               Beneficiary, or

               (2)  the Participant is legally separated or has been abandoned
               (within the meaning of local law) and the Participant has a court
               order to such effect (and there is no "qualified domestic
               relations order" as defined in Code Section 414(p) which provides
               otherwise), or

               (3)  the Participant has no spouse, or

               (4)  the spouse cannot be located.

                    In such event, the designation of a Beneficiary shall be
          made on a form satisfactory to the Administrator. A Participant may at
          any time revoke his designation of a Beneficiary or change his
          Beneficiary by filing written notice of such revocation or change with
          the Administrator. However, the Participant's spouse must again
          consent in writing to any change in Beneficiary unless the original
          consent acknowledged that the spouse had the right to limit consent
          only to a specific Beneficiary and that the spouse voluntarily



                                       66


<PAGE>   72



          elected to relinquish such right. In the event no valid designation of
          Beneficiary exists at the time of the Participant's death, the death
          benefit shall be payable to his estate.

               (f)  Any consent by the Participant's spouse to waive any rights
          to the death benefit must be in writing, must acknowledge the effect
          of such waiver, and be witnessed by a Plan representative or a notary
          public. Further, the spouse's consent must be irrevocable and must
          acknowledge the specific nonspouse Beneficiary.

6.3   DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

          In the event of a Participant's Total and Permanent Disability prior
to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant all amounts credited to such Participant's Combined Account as
though he had retired.

6.4   DETERMINATION OF BENEFITS UPON TERMINATION

               (a)  On or before the Anniversary Date coinciding with or
          subsequent to the termination of a Participant's employment for any
          reason other than death, Total and Permanent Disability or retirement,
          the Administrator may direct the Trustee to segregate the amount of
          the Vested portion of such Terminated Participant's Combined Account
          and invest the aggregate amount thereof in a separate, federally
          insured savings account, certificate of deposit, common or collective
          trust fund of a bank or a deferred annuity. In the event the Vested
          portion of a Participant's Combined Account is not segregated, the
          amount shall remain in a separate account for the Terminated
          Participant and share in allocations pursuant to Section 4.4 (f) until
          such time as a distribution is made to the Terminated Participant.

                    Distribution of the funds due to a Terminated Participant
          shall be made on the occurrence of an event which would result in the
          distribution had the Terminated Participant remained in the employ of
          the Employer (upon the Participant's death, Total and Permanent
          Disability or Normal Retirement). However, at the election of the 
          Participant, the Administrator shall direct the Trustee to cause the
          entire Vested portion of the Terminated Participant's Combined 



                                       67


<PAGE>   73



          Account to be payable to such Terminated Participant. Any
          distribution under this paragraph shall be made in a manner which is
          consistent with and satisfies the provisions of Section 6.5,
          including, but not limited to, all notice and consent requirements of
          Code Section 411(a)(11) and the Regulations thereunder.

                    If the value of a Terminated Participant's Vested benefit
          derived from Employer and Employee contributions does not exceed
          $3,500 and has never exceeded $3,500 at the time of any prior
          distribution, the Administrator shall direct the Trustee to cause the
          entire Vested benefit to be paid to such Participant in a single lump
          sum.

               (b)  The Vested portion of any Participant's Account shall be a
          percentage of the total amount credited to his Participant's Account
          determined on the basis of the Participant's number of Years of
          Service according to the following schedule:

                                   Vesting Schedule
                       Years of Service          Percentage

                       less than 2                    0 %
                       2                             15 %
                       3                             30 %
                       4                             60 %
                       5 or more                    100 %

          Notwithstanding the schedule above, Participants with three years of
          vesting service as of July 1, 1990 are fully vested in their accounts
          at all times. All Employer contributions made prior to 1990 are fully
          vested.

          Notwithstanding the general vesting schedule provided for in this
          paragraph, for any Top Heavy Plan Year, the Vested portion of the
          Participant's Account of any Participant who has an Hour of Service 
          after the Plan becomes top heavy shall be a percentage of the total
          amount credited to his Participant's Account determined on the basis
          of the Participant's number of Years of Service according to the
          following schedule:

                                   Vesting Schedule
                       Years of Service          Percentage

                       less than 2                    0 %
                       2                             20 %
                       3                             40 %





                                       68


<PAGE>   74



                       4                             60 %
                       5 or more                    100 %


          If in any subsequent Plan Year, the Plan ceases to be a Top Heavy 
          Plan, the Administrator shall revert to the vesting schedule in effect
          before this Plan became a Top Heavy Plan.  Any such reversion shall be
          treated as a Plan amendment pursuant to the terms of the Plan.   

               (c)  Notwithstanding the vesting schedule above, the Vested
          percentage of a Participant's Account shall not be less than the
          Vested percentage attained as of the later of the effective date or
          adoption date of this amendment and restatement.

               (d)  Notwithstanding the vesting schedule above, upon the 
          complete discontinuance of the Employer's contributions to the Plan or
          upon any full or partial termination of the Plan, all amounts credited
          to the account of any affected Participant shall become 100% Vested
          and shall not thereafter be subject to Forfeiture.

               (e)  The computation of a Participant's nonforfeitable percentage
          of his interest in the Plan shall not be reduced as the result of any
          direct or indirect amendment to this Plan. For this purpose, the Plan
          shall be treated as having been amended if the Plan provides for an
          automatic change in vesting due to a change in top heavy status. In
          the event that the Plan is amended to change or modify any vesting
          schedule, a Participant with at least three (3) Years of Service as of
          the expiration date of the election period may elect to have his
          nonforfeitable percentage computed under the Plan without regard to
          such amendment. If a Participant fails to make such election, then
          such Participant shall be subject to the new vesting schedule. The
          Participant's election period shall commence on the adoption date of
          the amendment and shall end 60 days after the latest of:

               (1)  the adoption date of the amendment,

               (2)  the effective date of the amendment, or

               (3)  the date the Participant receives written notice of the
               amendment from the Employer or Administrator.

               (f)(1)    If any Former Participant shall be reemployed by the
          Employer before a 1-Year Break in Service occurs, he shall continue to
          participate in the 


                                       69


<PAGE>   75



          Plan in the same manner as if such termination had not occurred.

               (2)  If any Former Participant shall be reemployed by the 
               Employer before five (5) consecutive 1-Year Breaks in Service,
               and such Former Participant had received a distribution of his
               entire Vested interest prior to his reemployment, his forfeited
               account shall be reinstated only if he repays the full amount
               distributed to him before the earlier of five (5) years after the
               first date on which the Participant is subsequently reemployed by
               the Employer or the close of the first period of five (5)
               consecutive 1-Year Breaks in Service commencing after the
               distribution. In the event the Former Participant does repay the
               full amount distributed to him, the undistributed portion of the
               Participant's Account must be restored in full, unadjusted by any
               gains or losses occurring subsequent to the Anniversary Date or
               other valuation date coinciding with or preceding his
               termination. The source for such reinstatement shall first be any
               Forfeitures occurring during the year. If such source is
               insufficient, then the Employer shall contribute an amount which
               is sufficient to restore any such forfeited Accounts provided,
               however, that if a discretionary contribution is made for such
               year pursuant to Section 4.1(d), such contribution shall first be
               applied to restore any such Accounts and the remainder shall be
               allocated in accordance with Section 4.4.

               (3)  If any Former Participant is reemployed after a 1-Year Break
               in Service has occurred, Years of Service shall include Years of
               Service prior to his 1-Year Break in Service subject to the
               following rules:

                    (i)    If a Former Participant has a 1-Year Break in 
                    Service, his pre-break and post-break service shall be used
                    for computing Years of Service for eligibility and for
                    vesting purposes only after he has been employed for one (1)
                    Year of Service following the date of his reemployment with
                    the Employer;

                    (ii)   Any Former Participant who under the Plan does not 
                    have a nonforfeitable right to any interest in the Plan
                    resulting from


                                       70
<PAGE>   76

                    Employer contributions shall lose credits otherwise
                    allowable under (i) above if his consecutive 1-Year Breaks
                    in Service equal or exceed the greater of (A) five (5) or
                    (B) the aggregate number of his pre-break Years of Service;

                    (iii)  After five (5) consecutive 1-Year Breaks in Service,
                    a Former Participant's Vested Account balance attributable
                    to pre-break service shall not be increased as a result of
                    post-break service;

                    (iv)   If a Former Participant who has not had his Years of
                    Service before a 1-Year Break in Service disregarded
                    pursuant to (ii) above completes one (1) Year of Service for
                    eligibility purposes following his reemployment with the
                    Employer, he shall participate in the Plan retroactively
                    from his date of reemployment;

                    (v)    If a Former Participant who has not had his Years of
                    Service before a 1-Year Break in Service disregarded
                    pursuant to (ii) above completes a Year of Service (a 1-Year
                    Break in Service previously occurred, but employment had not
                    terminated), he shall participate in the Plan retroactively
                    from the first day of the Plan Year during which he
                    completes one (1) Year of Service.

6.5   DISTRIBUTION OF BENEFITS

               (a)  The Administrator, pursuant to the election of the
          Participant, shall direct the Trustee to distribute to a Participant
          or his Beneficiary any amount to which he is entitled under the Plan
          in one or more of the following methods:

               (1)  One lump-sum payment in cash;

               (2)  Payments over a period certain in monthly, quarterly,
               semiannual, or annual cash installments. In order to provide such
               installment payments, the Administrator may (A) segregate the
               aggregate amount thereof in a separate, federally insured savings
               account, certificate of deposit in a bank or savings and loan
               association, money market certificate or other liquid short-term
               security or (B) purchase a nontransferable annuity contract for a
               term certain (with no life contingencies) providing for such
               payment. The period over which such


                                       71
<PAGE>   77

               payment is to be made shall not extend beyond the Participant's
               life expectancy (or the life expectancy of the Participant and
               his designated Beneficiary).

               (b)  Any distribution to a Participant who has a benefit which
          exceeds, or has ever exceeded, $3,500 at the time of any prior
          distribution shall require such Participant's consent if such
          distribution commences prior to the later of his Normal Retirement Age
          or age 62. With regard to this required consent:

               (1)  The Participant must be informed of his right to defer
               receipt of the distribution. If a Participant fails to consent,
               it shall be deemed an election to defer the commencement of
               payment of any benefit. However, any election to defer the
               receipt of benefits shall not apply with respect to distributions
               which are required under Section 6.5(c).

               (2)  Notice of the rights specified under this paragraph shall be
               provided no less than 30 days and no more than 90 days before the
               first day on which all events have occurred which entitle the
               Participant to such benefit.

               (3)  Written consent of the Participant to the distribution must
               not be made before the Participant receives the notice and must
               not be made more than 90 days before the first day on which all
               events have occurred which entitle the Participant to such
               benefit.

               (4)  No consent shall be valid if a significant detriment is
               imposed under the Plan on any Participant who does not consent to
               the distribution.

                    If a distribution is one to which Code Sections 401(a)(11)
               and 417 do not apply, such distribution may commence less than 30
               days after the notice required under Regulation 1.411(a)-11(c) is
               given, provided that: (1) the Administrator clearly informs the
               Participant that the Participant has a right to a period of at
               least 30 days after receiving the notice to consider the decision
               of whether or not to elect a distribution (and, if applicable, a
               particular distribution option), and (2) the Participant, after
               receiving the notice, affirmatively elects a distribution.

               (c)  Notwithstanding any provision in the Plan to


                                       72
<PAGE>   78

          the contrary, the distribution of a Participant's benefits shall be
          made in accordance with the following requirements and shall otherwise
          comply with Code Section 401(a)(9) and the Regulations thereunder
          (including Regulation 1.401(a)(9)-2), the provisions of which are
          incorporated herein by reference:

               (1)  A Participant's benefits shall be distributed to him not
               later than April 1st of the calendar year following the later of
               (i) the calendar year in which the Participant attains age 70 1/2
               or (ii) the calendar year in which the Participant retires,
               provided, however, that this clause (ii) shall not apply in the
               case of a Participant who is a "five (5) percent owner" at any
               time during the five (5) Plan Year period ending in the calendar
               year in which he attains age 70 1/2 or, in the case of a
               Participant who becomes a "five (5) percent owner" during any
               subsequent Plan Year, clause (ii) shall no longer apply and the
               required beginning date shall be the April 1st of the calendar
               year following the calendar year in which such subsequent Plan
               Year ends. Alternatively, distributions to a Participant must
               begin no later than the applicable April 1st as determined under
               the preceding sentence and must be made over a period certain
               measured by the life expectancy of the Participant (or the life
               expectancies of the Participant and his designated Beneficiary)
               in accordance with Regulations. Notwithstanding the foregoing,
               clause (ii) above shall not apply to any Participant unless the
               Participant had attained age 70 1/2 before January 1, 1988 and
               was not a "five (5) percent owner" at any time during the Plan
               Year ending with or within the calendar year in which the
               Participant attained age 66 1/2 or any subsequent Plan Year.

               (2)  Distributions to a Participant and his Beneficiaries shall
               only be made in accordance with the incidental death benefit
               requirements of Code Section 401(a)(9)(G) and the Regulations
               thereunder.

               Additionally, for calendar years beginning before 1989,
               distributions may also be made under an alternative method which
               provides that the then present value of the payments to be made
               over the period of the Participant's life expectancy exceeds
               fifty percent (50%) of the then present



                                       73
<PAGE>   79

               value of the total payments to be made to the Participant and his
               Beneficiaries.

               (d)  For purposes of this Section, the life expectancy of a
          Participant and a Participant's spouse may, at the election of the
          Participant or the Participant's spouse, be redetermined in accordance
          with Regulations. The election, once made, shall be irrevocable. If no
          election is made by the time distributions must commence, then the
          life expectancy of the Participant and the Participant's spouse shall
          not be subject to recalculation. Life expectancy and joint and last
          survivor expectancy shall be computed using the return multiples in
          Tables V and VI of Regulation 1.72-9.

               (e)  All annuity Contracts under this Plan shall be
          non-transferable when distributed. Furthermore, the terms of any
          annuity Contract purchased and distributed to a Participant or spouse
          shall comply with all of the requirements of the Plan.

               (f)  If a distribution is made at a time when a Participant is 
          not fully Vested in his Participant's Account (employment has not
          terminated) and the Participant may increase the Vested percentage in
          such account:

               (1)  a separate account shall be established for the 
               Participant's interest in the Plan as of the time of the
               distribution; and

               (2)  at any relevant time, the Participant's Vested portion of 
               the separate account shall be equal to an amount ("X") determined
               by the formula:

               X equals P(AB plus (R x D)) - (R x D)

               For purposes of applying the formula: P is the Vested percentage
               at the relevant time, AB is the account balance at the relevant
               time, D is the amount of distribution, and R is the ratio of the
               account balance at the relevant time to the account balance after
               distribution.

6.6   DISTRIBUTION OF BENEFITS UPON DEATH

               (a)(1)   The death benefit payable pursuant to Section 6.2 shall
          be paid to the Participant's Beneficiary within a reasonable time
          after the Participant's death by either of the following methods,



                                       74
<PAGE>   80

          as elected by the Participant (or if no election has been made prior
          to the Participant's death, by his Beneficiary) subject, however, to
          the rules specified in Section 6.6(b):

                    (i)    One lump-sum payment in cash;

                    (ii)   Payment in monthly, quarterly, semi-annual, or annual
                    cash installments over a period to be determined by the
                    Participant or his Beneficiary. After periodic installments
                    commence, the Beneficiary shall have the right to direct the
                    Trustee to reduce the period over which such periodic
                    installments shall be made, and the Trustee shall adjust the
                    cash amount of such periodic installments accordingly.

               (2)  In the event the death benefit payable pursuant to Section
               6.2 is payable in installments, then, upon the death of the
               Participant, the Administrator may direct the Trustee to
               segregate the death benefit into a separate account, and the
               Trustee shall invest such segregated account separately, and the
               funds accumulated in such account shall be used for the payment
               of the installments.

               (b)  Notwithstanding any provision in the Plan to the contrary,
          distributions upon the death of a Participant shall be made in
          accordance with the following requirements and shall otherwise comply
          with Code Section 401(a)(9) and the Regulations thereunder. If it is
          determined pursuant to Regulations that the distribution of a
          Participant's interest has begun and the Participant dies before his
          entire interest has been distributed to him, the remaining portion of
          such interest shall be distributed at least as rapidly as under the
          method of distribution selected pursuant to Section 6.5 as of his date
          of death. If a Participant dies before he has begun to receive any
          distributions of his interest under the Plan or before distributions
          are deemed to have begun pursuant to Regulations, then his death
          benefit shall be distributed to his Beneficiaries by December 31st of
          the calendar year in which the fifth anniversary of his date of death
          occurs.

               However, the 5-year distribution requirement of the preceding
          paragraph shall not apply to any portion of the deceased Participant's
          interest which is payable to or for the benefit of a designated


                                       75
<PAGE>   81

          Beneficiary. In such event, such portion shall be distributed over a
          period not extending beyond the life expectancy of such designated
          Beneficiary provided such distribution begins not later than December
          31st of the calendar year immediately following the calendar year in
          which the Participant died. However, in the event the Participant's
          spouse (determined as of the date of the Participant's death) is his
          Beneficiary, the requirement that distributions commence within one
          year of a Participant's death shall not apply. In lieu thereof,
          distributions must commence on or before the later of: (1) December
          31st of the calendar year immediately following the calendar year in
          which the Participant died; or (2) December 31st of the calendar year
          in which the Participant would have attained age 70 1/2. If the
          surviving spouse dies before distributions to such spouse begin, then
          the 5-year distribution requirement of this Section shall apply as if
          the spouse was the Participant.

               (c)  For purposes of this Section, the life expectancy of a
          Participant and a Participant's spouse may, at the election of the
          Participant or the Participant's spouse, be redetermined in accordance
          with Regulations. The election, once made, shall be irrevocable. If no
          election is made by the time distributions must commence, then the
          life expectancy of the Participant and the Participant's spouse shall
          not be subject to recalculation. Life expectancy and joint and last
          survivor expectancy shall be computed using the return multiples in
          Tables V and VI of Regulation 1.72-9.

6.7   TIME OF SEGREGATION OR DISTRIBUTION

          Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to
make a distribution or to commence a series of payments on or as of an
Anniversary Date, the distribution or series of payments may be made or begun on
such date or as soon thereafter as is practicable. However, unless a Former
Participant elects in writing to defer the receipt of benefits (such election
may not result in a death benefit that is more than incidental), the payment of
benefits shall begin not later than the 60th day after the close of the Plan
Year in which the latest of the following events occurs: (a) the date on which
the Participant attains the earlier of age 65 or the Normal Retirement Age
specified herein; (b) the 10th anniversary of the year in which the Participant
commenced participation in the Plan; or (c) the date the Participant terminates
his service with the Employer.



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<PAGE>   82


6.8   DISTRIBUTION FOR MINOR BENEFICIARY

          In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

          In the event that all, or any portion, of the distribution payable to
a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored.

6.10  PRE-RETIREMENT DISTRIBUTION

          At such time as a Participant shall have attained the age of 59 1/2
years, the Administrator, at the election of the Participant, shall direct the
Trustee to distribute all or a portion of the Vested amount then credited to the
accounts maintained on behalf of the Participant. In the event that the
Administrator makes such a distribution, the Participant shall continue to be
eligible to participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this Section shall be made in a manner consistent
with Section 6.5, including, but not limited to, all notice and consent
requirements of Code Section 411(a)(11) and the Regulations thereunder.

          Notwithstanding the above, pre-retirement distributions from a
Participant's Elective Account shall not be permitted prior to the Participant
attaining age 59 1/2 except as otherwise permitted under the terms of the Plan.



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<PAGE>   83


6.11  ADVANCE DISTRIBUTION FOR HARDSHIP
               
               (a)  The Administrator, at the election of the Participant, shall
          direct the Trustee to distribute to any Participant in any one Plan
          Year up to the lesser of 100% of his Participant's Elective Account
          and the Vested portion of his Participant's Account valued as of the
          last Anniversary Date or other valuation date or the amount necessary
          to satisfy the immediate and heavy financial need of the Participant.
          Any distribution made pursuant to this Section shall be deemed to be
          made as of the first day of the Plan Year or, if later, the valuation
          date immediately preceding the date of distribution, and the
          Participant's Elective Account and his Participant's Account shall be
          reduced accordingly. Withdrawal under this Section shall be
          authorized only if the distribution is on account of:

               (1)  Expenses for medical care described in Code Section 213(d)
               previously incurred by the Participant, his spouse, or any of his
               dependents (as defined in Code Section 152) or necessary for
               these persons to obtain medical care;

               (2)  The costs directly related to the purchase of a principal
               residence for the Participant (excluding mortgage payments);

               (3)  Payment of tuition and related educational fees for the next
               twelve (12) months of post-secondary education for the
               Participant, his spouse, children, or dependents; or

               (4)  Payments necessary to prevent the eviction of the 
               Participant from his principal residence or foreclosure on the
               mortgage of the Participant's principal residence.

               (b)  No distribution shall be made pursuant to this Section 
          unless the Administrator, based upon the Participant's representation
          and such other facts as are known to the Administrator, determines
          that all of the following conditions are satisfied:

               (1)  The distribution is not in excess of the amount of the
               immediate and heavy financial need of the Participant. The amount
               of the immediate and heavy financial need may include any amounts
               necessary to pay any federal, state, or local




                                       78


<PAGE>   84

               income taxes or penalties reasonably anticipated to result from
               the distribution;

               (2)  The Participant has obtained all distributions, other than
               hardship distributions, and all nontaxable (at the time of the
               loan) loans currently available under all plans maintained by the
               Employer;

               (3)  The Plan, and all other plans maintained by the Employer,
               provide that the Participant's elective deferrals and voluntary
               Employee contributions will be suspended for at least twelve (12)
               months after receipt of the hardship distribution or, the
               Participant, pursuant to a legally enforceable agreement, will
               suspend his elective deferrals and voluntary Employee
               contributions to the Plan and all other plans maintained by the
               Employer for at least twelve (12) months after receipt of the
               hardship distribution; and

               (4)  The Plan, and all other plans maintained by the Employer,
               provide that 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 hardship distribution.

               (c)  Notwithstanding the above, for Plan Years beginning after
          December 31, 1988, distributions from the Participant's Elective
          Account pursuant to this Section shall be limited, as of the date of
          distribution, to the Participant's Elective Account as of the end of
          the last Plan Year ending before July 1, 1989, plus the total
          Participant's Deferred Compensation after such date, reduced by the
          amount of any previous distributions pursuant to this Section and
          Section 6.10.

               (d)  Any distribution made pursuant to this Section shall be made
          in a manner which is consistent with and satisfies the provisions of
          Section 6.5, including, but not limited to, all notice and consent
          requirements of Code Section 411(a)(11) and the Regulations
          thereunder.



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<PAGE>   85


6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

          All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414(p).

                                   ARTICLE VII
                                     TRUSTEE

7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE

          The Trustee shall have the following categories of responsibilities:

               (a)  Consistent with the "funding policy and method" determined 
          by the Employer, to invest, manage, and control the Plan assets
          subject, however, to the direction of an Investment Manager if the
          Trustee should appoint such manager as to all or a portion of the
          assets of the Plan;

               (b)  At the direction of the Administrator, to pay benefits
          required under the Plan to be paid to Participants, or, in the event
          of their death, to their Beneficiaries;

               (c)  To maintain records of receipts and disbursements and 
          furnish to the Employer and/or Administrator for each Plan Year a
          written annual report per Section 7.7; and

               (d)  If there shall be more than one Trustee, they shall act by a
          majority of their number, but may authorize one or more of them to
          sign papers on their behalf.





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<PAGE>   86


7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

               (a)  The Trustee shall invest and reinvest the Trust Fund to keep
          the Trust Fund invested without distinction between principal and
          income and in such securities or property, real or personal, wherever
          situated, as the Trustee shall deem advisable, including, but not
          limited to, stocks, common or preferred, bonds and other evidences of
          indebtedness or ownership, and real estate or any interest therein.
          The Trustee shall at all times in making investments of the Trust Fund
          consider, among other factors, the short and long-term financial needs
          of the Plan on the basis of information furnished by the Employer. In
          making such investments, the Trustee shall not be restricted to
          securities or other property of the character expressly authorized by
          the applicable law for trust investments; however, the Trustee shall
          give due regard to any limitations imposed by the Code or the Act so
          that at all times the Plan may qualify as a qualified Profit Sharing
          Plan and Trust.

               (b)  The Trustee may employ a bank or trust company pursuant to
          the terms of its usual and customary bank agency agreement, under
          which the duties of such bank or trust company shall be of a
          custodial, clerical and record-keeping nature.

7.3   OTHER POWERS OF THE TRUSTEE

          The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

               (a)  To purchase, or subscribe for, any securities or other
          property and to retain the same. In conjunction with the purchase of
          securities, margin accounts may be opened and maintained;

               (b)  To sell, exchange, convey, transfer, grant options to
          purchase, or otherwise dispose of any securities or other property
          held by the Trustee, by private contract or at public auction. No
          person dealing with the Trustee shall be bound to see to the
          application of the purchase money or to inquire into the validity,
          expediency, or propriety of any such sale or other disposition, with
          or without advertisement;



                                       81


<PAGE>   87

               (c)  To vote upon any stocks, bonds, or other securities; to give
          general or special proxies or powers of attorney with or without power
          of substitution; to exercise any conversion privileges, subscription
          rights or other options, and to make any payments incidental thereto;
          to oppose, or to consent to, or otherwise participate in, corporate
          reorganizations or other changes affecting corporate securities, and
          to delegate discretionary powers, and to pay any assessments or
          charges in connection therewith; and generally to exercise any of the
          powers of an owner with respect to stocks, bonds, securities, or other
          property;

               (d)  To cause any securities or other property to be registered 
          in the Trustee's own name or in the name of one or more of the
          Trustee's nominees, and to hold any investments in bearer form, but
          the books and records of the Trustee shall at all times show that all
          such investments are part of the Trust Fund;

               (e)  To borrow or raise money for the purposes of the Plan in 
          such amount, and upon such terms and conditions, as the Trustee shall
          deem advisable; and for any sum so borrowed, to issue a promissory
          note as Trustee, and to secure the repayment thereof by pledging all,
          or any part, of the Trust Fund; and no person lending money to the
          Trustee shall be bound to see to the application of the money lent or
          to inquire into the validity, expediency, or propriety of any
          borrowing;

               (f)  To keep such portion of the Trust Fund in cash or cash
          balances as the Trustee may, from time to time, deem to be in the best
          interests of the Plan, without liability for interest thereon;

               (g)  To accept and retain for such time as the Trustee may deem
          advisable any securities or other property received or acquired as
          Trustee hereunder, whether or not such securities or other property
          would normally be purchased as investments hereunder;

               (h)  To make, execute, acknowledge, and deliver any and all
          documents of transfer and conveyance and any and all other instruments
          that may be necessary or appropriate to carry out the powers herein
          granted;



                                       82


<PAGE>   88


               (i)  To settle, compromise, or submit to arbitration any claims,
          debts, or damages due or owing to or from the Plan, to commence or
          defend suits or legal or administrative proceedings, and to represent
          the Plan in all suits and legal and administrative proceedings;

               (j)  To employ suitable agents and counsel and to pay their
          reasonable expenses and compensation, and such agent or counsel may or
          may not be agent or counsel for the Employer;

               (k)  To apply for and procure from responsible insurance
          companies, to be selected by the Administrator, as an investment of
          the Trust Fund such annuity, or other Contracts (on the life of any
          Participant) as the Administrator shall deem proper; to exercise, at
          any time or from time to time, whatever rights and privileges may be
          granted under such annuity, or other Contracts; to collect, receive,
          and settle for the proceeds of all such annuity or other Contracts as
          and when entitled to do so under the provisions thereof;

               (l)  To invest funds of the Trust in time deposits or savings
          accounts bearing a reasonable rate of interest in the Trustee's bank;

               (m)  To invest in Treasury Bills and other forms of United States
          government obligations;

               (n)  To invest in shares of investment companies registered under
          the Investment Company Act of 1940;

               (o)  To sell, purchase and acquire put or call options if the
          options are traded on and purchased through a national securities
          exchange registered under the Securities Exchange Act of 1934, as
          amended, or, if the options are not traded on a national securities
          exchange, are guaranteed by a member firm of the New York Stock
          Exchange;

               (p)  To deposit monies in federally insured savings accounts or
          certificates of deposit in banks or savings and loan associations;

               (q)  To pool all or any of the Trust Fund, from time to time, 
          with assets belonging to any other qualified employee pension benefit
          trust created by the



                                       83


<PAGE>   89

          Employer or an affiliated company of the Employer, and to commingle
          such assets and make joint or common investments and carry joint
          accounts on behalf of this Plan and such other trust or trusts,
          allocating undivided shares or interests in such investments or
          accounts or any pooled assets of the two or more trusts in accordance
          with their respective interests;

               (r)  To do all such acts and exercise all such rights and
          privileges, although not specifically mentioned herein, as the Trustee
          may deem necessary to carry out the purposes of the Plan.

               (s)  Directed Investment Account. The powers granted to the
          Trustee shall be exercised in the sole fiduciary discretion of the
          Trustee. However, if Participants are so empowered by the
          Administrator, each Participant may direct the Trustee to separate and
          keep separate all or a portion of his account; and further each
          Participant is authorized and empowered, in his sole and absolute
          discretion, to give directions to the Trustee pursuant to the
          procedure established by the Administrator and in such form as the
          Trustee may require concerning the investment of the Participant's
          Directed Investment Account. The Trustee shall comply as promptly as
          practicable with directions given by the Participant hereunder. The
          Trustee may refuse to comply with any direction from the Participant
          in the event the Trustee, in its sole and absolute discretion, deems
          such directions improper by virtue of applicable law. The Trustee
          shall not be responsible or liable for any loss or expense which may
          result from the Trustee's refusal or failure to comply with any
          directions from the Participant. Any costs and expenses related to
          compliance with the Participant's directions shall be borne by the
          Participant's Directed Investment Account.

7.4   LOANS TO PARTICIPANTS

               (a)  The Trustee may, in the Trustee's discretion, make loans to
          Participants and Beneficiaries under the following circumstances: (1)
          loans shall be made available to all Participants and Beneficiaries on
          a reasonably equivalent basis; (2) loans shall not be made available
          to Highly Compensated Employees in an amount greater than the amount
          made available to other Participants and Beneficiaries; (3) loans
          shall bear a reasonable rate of interest; (4) loans shall be
          adequately secured; and



                                       84


<PAGE>   90

          (5) shall provide for repayment over a reasonable period of time.

               (b)  Loans made pursuant to this Section (when added to the
          outstanding balance of all other loans made by the Plan to the
          Participant) shall be limited to the lesser of:

               (1)  $50,000 reduced by the excess (if any) of the highest
               outstanding balance of loans from the Plan to the Participant
               during the one year period ending on the day before the date on
               which such loan is made, over the outstanding balance of loans
               from the Plan to the Participant on the date on which such loan
               was made, or

               (2)  one-half (1/2) of the present value of the non-forfeitable
               accrued benefit of the Participant under the Plan.

                    For purposes of this limit, all plans of the Employer shall
          be considered one plan. Additionally, with respect to any loan made
          prior to January 1, 1987, the $50,000 limit specified in (1) above
          shall be unreduced.

               (c)  Loans shall provide for level amortization with payments to
          be made not less frequently than quarterly over a period not to exceed
          five (5) years. However, loans used to acquire any dwelling unit
          which, within a reasonable time, is to be used (determined at the time
          the loan is made) as a principal residence of the Participant shall
          provide for periodic repayment over a reasonable period of time that
          may exceed five (5) years. Notwithstanding the foregoing, loans made
          prior to January 1, 1987 which are used to acquire, construct,
          reconstruct or substantially rehabilitate any dwelling unit which,
          within a reasonable period of time is to be used (determined at the
          time the loan is made) as a principal residence of the Participant or
          a member of his family (within the meaning of Code Section 267(c)(4))
          may provide for periodic repayment over a reasonable period of time
          that may exceed five (5) years. Additionally, loans made prior to
          January 1, 1987, may provide for periodic payments which are made less
          frequently than quarterly and which do not necessarily result in level
          amortization.




                                       85


<PAGE>   91


               (d)  Any loans granted or renewed on or after the last day of the
          first Plan Year beginning after December 31, 1988 shall be made
          pursuant to a Participant loan program. Such loan program shall be
          established in writing and must include, but need not be limited to,
          the following:

               (1)  the identity of the person or positions authorized to
               administer the Participant loan program;

               (2)  a procedure for applying for loans;

               (3)  the basis on which loans will be approved or denied;

               (4)  limitations, if any, on the types and amounts of loans
               offered;

               (5)  the procedure under the program for determining a reasonable
               rate of interest;

               (6)  the types of collateral which may secure a Participant loan;
               and

               (7)  the events constituting default and the steps that will be
               taken to preserve Plan assets.

                    Such Participant loan program shall be contained in a
          separate written document which, when properly executed, is hereby
          incorporated by reference and made a part of the Plan. Furthermore,
          such Participant loan program may be modified or amended in writing
          from time to time without the necessity of amending this Section.

7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS

          At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not be responsible in any way for the application of
such payments.





                                       86


<PAGE>   92


7.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

          The Trustee shall be paid such reasonable compensation as shall from
time to time be agreed upon in writing by the Employer and the Trustee. An
individual serving as Trustee who already receives full-time pay from the
Employer shall not receive compensation from the Plan. In addition, the Trustee
shall be reimbursed for any reasonable expenses, including reasonable counsel
fees incurred by it as Trustee. Such compensation and expenses shall be paid
from the Trust Fund unless paid or advanced by the Employer. All taxes of any
kind and all kinds whatsoever that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof, shall
be paid from the Trust Fund.

7.7   ANNUAL REPORT OF THE TRUSTEE

          Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer's contribution for each Plan Year, the Trustee
shall furnish to the Employer and Administrator a written statement of account
with respect to the Plan Year for which such contribution was made setting
forth:

               (a)  the net income, or loss, of the Trust Fund;

               (b)  the gains, or losses, realized by the Trust Fund upon sales
          or other disposition of the assets;

               (c)  the increase, or decrease, in the value of the Trust Fund;

               (d)  all payments and distributions made from the Trust Fund; and

               (e)  such further information as the Trustee and/or Administrator
          deems appropriate. The Employer, forthwith upon its receipt of each
          such statement of account, shall acknowledge receipt thereof in
          writing and advise the Trustee and/or Administrator of its approval or
          disapproval thereof. Failure by the Employer to disapprove any such
          statement of account within thirty (30) days after its receipt thereof
          shall be deemed an approval thereof. The approval by the Employer of
          any statement of account shall be binding as to all matters embraced
          therein as between the Employer and the Trustee to the same extent as
          if the account of the Trustee had been settled by judgment or decree
          in an action for a judicial settlement of its account in a court of
          competent jurisdiction in which



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<PAGE>   93


          the Trustee, the Employer and all persons having or claiming an
          interest in the Plan were parties; provided, however, that nothing
          herein contained shall deprive the Trustee of its right to have its
          accounts judicially settled if the Trustee so desires.

7.8   AUDIT

               (a)  If an audit of the Plan's records shall be required by the
          Act and the regulations thereunder for any Plan Year, the
          Administrator shall direct the Trustee to engage on behalf of all
          Participants an independent qualified public accountant for that
          purpose. Such accountant shall, after an audit of the books and
          records of the Plan in accordance with generally accepted auditing
          standards, within a reasonable period after the close of the Plan
          Year, furnish to the Administrator and the Trustee a report of his
          audit setting forth his opinion as to whether any statements,
          schedules or lists that are required by Act Section 103 or the
          Secretary of Labor to be filed with the Plan's annual report, are
          presented fairly in conformity with generally accepted accounting
          principles applied consistently. All auditing and accounting fees
          shall be an expense of and may, at the election of the Administrator,
          be paid from the Trust Fund.

               (b)  If some or all of the information necessary to enable the
          Administrator to comply with Act Section 103 is maintained by a bank,
          insurance company, or similar institution, regulated and supervised
          and subject to periodic examination by a state or federal agency, it
          shall transmit and certify the accuracy of that information to the
          Administrator as provided in Act Section 103(b) within one hundred
          twenty (120) days after the end of the Plan Year or by such other date
          as may be prescribed under regulations of the Secretary of Labor.

7.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

               (a)  The Trustee may resign at any time by delivering to the
          Employer, at least thirty (30) days before its effective date, a
          written notice of his resignation.

               (b)  The Employer may remove the Trustee by mailing by registered
          or certified mail, addressed to



                                       88


<PAGE>   94


          such Trustee at his last known address, at least thirty (30) days
          before its effective date, a written notice of his removal.

               (c)  Upon the death, resignation, incapacity, or removal of any
          Trustee, a successor may be appointed by the Employer; and such
          successor, upon accepting such appointment in writing and delivering
          same to the Employer, shall, without further act, become vested with
          all the estate, rights, powers, discretions, and duties of his
          predecessor with like respect as if he were originally named as a
          Trustee herein. Until such a successor is appointed, the remaining
          Trustee or Trustees shall have full authority to act under the terms
          of the Plan.

               (d)  The Employer may designate one or more successors prior to
          the death, resignation, incapacity, or removal of a Trustee. In the
          event a successor is so designated by the Employer and accepts such
          designation, the successor shall, without further act, become vested
          with all the estate, rights, powers, discretions, and duties of his
          predecessor with the like effect as if he were originally named as
          Trustee herein immediately upon the death, resignation, incapacity, or
          removal of his predecessor.

               (e)  Whenever any Trustee hereunder ceases to serve as such, he
          shall furnish to the Employer and Administrator a written statement of
          account with respect to the portion of the Plan Year during which he
          served as Trustee. This statement shall be either (i) included as part
          of the annual statement of account for the Plan Year required under
          Section 7.7 or (ii) set forth in a special statement. Any such special
          statement of account should be rendered to the Employer no later than
          the due date of the annual statement of account for the Plan Year. The
          procedures set forth in Section 7.7 for the approval by the Employer
          of annual statements of account shall apply to any special statement
          of account rendered hereunder and approval by the Employer of any such
          special statement in the manner provided in Section 7.7 shall have the
          same effect upon the statement as the Employer's approval of an annual
          statement of account. No successor to the Trustee shall have any duty
          or responsibility to investigate the acts or transactions of any
          predecessor who has rendered all statements of account required by
          Section 7.7 and this subparagraph.




                                       89


<PAGE>   95

7.10  TRANSFER OF INTEREST

          Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of such Participant in his account to another trust forming
part of a pension, profit sharing or stock bonus plan maintained by such
Participant's new employer and represented by said employer in writing as
meeting the requirements of Code Section 401(a), provided that the trust to
which such transfers are made permits the transfer to be made.

7.11  DIRECT ROLLOVER

               (a)  This Section applies to distributions made on or after
          January 1, 1993. Notwithstanding any provision of the Plan to the
          contrary that would otherwise limit a distributee's election under
          this Section, a distributee may elect, at the time and in the manner
          prescribed by the Plan Administrator, to have any portion of an
          eligible rollover distribution paid directly to an eligible retirement
          plan specified by the distributee in a direct rollover.

               (b)  For purposes of this Section the following definitions shall
          apply:

               (1)  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).

               (2)  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



                                       90


<PAGE>   96



               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.

               (3)  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.

               (4)  A direct rollover is a payment by the plan to the eligible
               retirement plan specified by the distributee.

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1   AMENDMENT

               (a)  The Employer shall have the right at any time to amend the
          Plan, subject to the limitations of this Section. Any such amendment
          shall be adopted by formal action of the Employer's board of directors
          and executed by an officer authorized to act on behalf of the
          Employer. However, any amendment which affects the rights, duties or
          responsibilities of the Trustee and Administrator may only be made
          with the Trustee's and Administrator's written consent. Any such
          amendment shall become effective as provided therein upon its
          execution. The Trustee shall not be required to execute any such
          amendment unless the Trust provisions contained herein are a part of
          the Plan and the amendment affects the duties of the Trustee
          hereunder.

               (b)  No amendment to the Plan shall be effective if it authorizes
          or permits any part of the Trust Fund (other than such part as is
          required to pay taxes and administration expenses) to be used for or
          diverted to any purpose other than for the exclusive benefit of the
          Participants or their Beneficiaries or estates; or causes any
          reduction in the amount credited to the



                                       91


<PAGE>   97


          account of any Participant; or causes or permits any portion of the
          Trust Fund to revert to or become property of the Employer.

               (c)  Except as permitted by Regulations, no Plan amendment or
          transaction having the effect of a Plan amendment (such as a merger,
          plan transfer or similar transaction) shall be effective to the extent
          it eliminates or reduces any "Section 411(d)(6) protected benefit" or
          adds or modifies conditions relating to "Section 411(d)(6) protected
          benefits" the result of which is a further restriction on such benefit
          unless such protected benefits are preserved with respect to benefits
          accrued as of the later of the adoption date or effective date of the
          amendment. "Section 411(d)(6) protected benefits" are benefits
          described in Code Section 411(d)(6)(A), early retirement benefits and
          retirement-type subsidies, and optional forms of benefit.

8.2   TERMINATION

               (a)  The Employer shall have the right at any time to terminate
          the Plan by delivering to the Trustee and Administrator written notice
          of such termination. Upon any full or partial termination, all amounts
          credited to the affected Participants' Combined Accounts shall become
          100% Vested as provided in Section 6.4 and shall not thereafter be
          subject to forfeiture, and all unallocated amounts shall be allocated
          to the accounts of all Participants in accordance with the provisions
          hereof.

               (b)  Upon the full termination of the Plan, the Employer shall
          direct the distribution of the assets of the Trust Fund to
          Participants in a manner which is consistent with and satisfies the
          provisions of Section 6.5. Distributions to a Participant shall be
          made in cash or through the purchase of irrevocable nontransferable
          deferred commitments from an insurer. Except as permitted by
          Regulations, the termination of the Plan shall not result in the
          reduction of "Section 411(d)(6) protected benefits" in accordance with
          Section 8.1(c).




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<PAGE>   98



8.3   MERGER OR CONSOLIDATION

          This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 8.1(c).

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1   PARTICIPANT'S RIGHTS

          This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

9.2   ALIENATION

               (a)  Subject to the exceptions provided below, no benefit which
          shall be payable out of the Trust Fund to any person (including a
          Participant or his Beneficiary) shall be subject in any manner to
          anticipation, alienation, sale, transfer, assignment, pledge,
          encumbrance, or charge, and any attempt to anticipate, alienate, sell,
          transfer, assign, pledge, encumber, or charge the same shall be void;
          and no such benefit shall in any manner be liable for, or subject to,
          the debts, contracts, liabilities, engagements, or torts of any such
          person, nor shall it be subject to attachment or legal process for or
          against such person, and the same shall not be recognized by the
          Trustee, except to such extent as may be required by law.

               (b)  This provision shall not apply to the extent a Participant 
          or Beneficiary is indebted to the Plan, as a result of a loan from the
          Plan. At the time a



                                       93



<PAGE>   99

          distribution is to be made to or for a Participant's or Beneficiary's
          benefit, such proportion of the amount distributed as shall equal such
          loan indebtedness shall be paid by the Trustee to the Trustee or the
          Administrator, at the direction of the Administrator, to apply against
          or discharge such loan indebtedness. Prior to making a payment,
          however, the Participant or Beneficiary must be given written notice
          by the Administrator that such loan indebtedness is to be so paid in
          whole or part from his Participant's Combined Account. If the
          Participant or Beneficiary does not agree that the loan indebtedness
          is a valid claim against his Vested Participant's Combined Account, he
          shall be entitled to a review of the validity of the claim in
          accordance with procedures provided in Sections 2.12 and 2.13.

               (c)  This provision shall not apply to a "qualified domestic
          relations order" defined in Code Section 414(p), and those other
          domestic relations orders permitted to be so treated by the
          Administrator under the provisions of the Retirement Equity Act of
          1984. The Administrator shall establish a written procedure to
          determine the qualified status of domestic relations orders and to
          administer distributions under such qualified orders. Further, to the
          extent provided under a "qualified domestic relations order," a former
          spouse of a Participant shall be treated as the spouse or surviving
          spouse for all purposes under the Plan.

9.3   CONSTRUCTION OF PLAN

          This Plan and Trust shall be construed and enforced according to the
Act and the laws of the Commonwealth of Massachusetts, other than its laws
respecting choice of law, to the extent not preempted by the Act.

9.4   GENDER AND NUMBER

          Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.




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9.5   LEGAL ACTION

          In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, and such claim, suit, or proceeding is resolved in
favor of the Trustee or Administrator, they shall be entitled to be reimbursed
from the Trust Fund for any and all costs, attorney's fees, and other expenses
pertaining thereto incurred by them for which they shall have become liable.

9.6   PROHIBITION AGAINST DIVERSION OF FUNDS

               (a)  Except as provided below and otherwise specifically 
          permitted by law, it shall be impossible by operation of the Plan or
          of the Trust, by termination of either, by power of revocation or
          amendment, by the happening of any contingency, by collateral
          arrangement or by any other means, for any part of the corpus or
          income of any trust fund maintained pursuant to the Plan or any funds
          contributed thereto to be used for, or diverted to, purposes other
          than the exclusive benefit of Participants, Retired Participants, or
          their Beneficiaries.

               (b)  In the event the Employer shall make an excessive
          contribution under a mistake of fact pursuant to Act Section
          403(c)(2)(A), the Employer may demand repayment of such excessive
          contribution at any time within one (1) year following the time of
          payment and the Trustees shall return such amount to the Employer
          within the one (1) year period. Earnings of the Plan attributable to
          the excess contributions may not be returned to the Employer but any
          losses attributable thereto must reduce the amount so returned.

9.7   BONDING

          Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current




                                       95


<PAGE>   101



year. The bond shall provide protection to the Plan against any loss by reason
of acts of fraud or dishonesty by the Fiduciary alone or in connivance with
others. The surety shall be a corporate surety company (as such term is used in
Act Section 412(a)(2)), and the bond shall be in a form approved by the
Secretary of Labor. Notwithstanding anything in the Plan to the contrary, the
cost of such bonds shall be an expense of and may, at the election of the
Administrator, be paid from the Trust Fund or by the Employer.

9.8   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

          Neither the Employer nor the Trustee, nor their successors, shall be
responsible for the validity of any Contract issued hereunder or for the failure
on the part of the insurer to make payments provided by any such Contract, or
for the action of any person which may delay payment or render a Contract null
and void or unenforceable in whole or in part.

9.9   INSURER'S PROTECTIVE CLAUSE

          Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

9.10  RECEIPT AND RELEASE FOR PAYMENTS

          Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative, Beneficiary,
guardian or committee, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as shall be determined by the Trustee
or Employer.




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<PAGE>   102


9.11  ACTION BY THE EMPLOYER

          Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

9.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

          The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only those
specific powers, duties, responsibilities, and obligations as are specifically
given them under the Plan. In general, the Employer shall have the sole
responsibility for making the contributions provided for under Section 4.1; and
shall have the sole authority to appoint and remove the Trustee and the
Administrator; to formulate the Plan's "funding policy and method"; and to amend
or terminate, in whole or in part, the Plan. The Administrator shall have the
sole responsibility for the administration of the Plan, which responsibility is
specifically described in the Plan. The Trustee shall have the sole
responsibility of management of the assets held under the Trust, except those
assets, the management of which has been assigned to an Investment Manager, who
shall be solely responsible for the management of the assets assigned to it, all
as specifically provided in the Plan. Each named Fiduciary warrants that any
directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action. Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary as
being proper under the Plan, and is not required under the Plan to inquire into
the propriety of any such direction, information or action. It is intended under
the Plan that each named Fiduciary shall be responsible for the proper exercise
of its own powers, duties, responsibilities and obligations under the Plan. No
named Fiduciary shall guarantee the Trust Fund in any manner against investment
loss or depreciation in asset value. Any person or group may serve in more than
one Fiduciary capacity. In the furtherance of their responsibilities hereunder,
the "named Fiduciaries" shall be empowered to interpret the Plan and Trust and
to resolve ambiguities, inconsistencies and omissions, which findings shall be
binding, final and conclusive.




                                       97


<PAGE>   103


9.13  HEADINGS

          The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

9.14  APPROVAL BY INTERNAL REVENUE SERVICE

               (a)  Notwithstanding anything herein to the contrary,
          contributions to this Plan are conditioned upon the initial
          qualification of the Plan under Code Section 401. If the Plan receives
          an adverse determination with respect to its initial qualification,
          then the Plan may return such contributions to the Employer within one
          year after such determination, provided the application for the
          determination is made by the time prescribed by law for filing the
          Employer's return for the taxable year in which the Plan was adopted,
          or such later date as the Secretary of the Treasury may prescribe.

               (b)  Notwithstanding any provisions to the contrary, except
          Sections 3.6, 3.7, and 4.1(f), any contribution by the Employer to the
          Trust Fund is conditioned upon the deductibility of the contribution
          by the Employer under the Code and, to the extent any such deduction
          is disallowed, the Employer may, within one (1) year following the
          disallowance of the deduction, demand repayment of such disallowed
          contribution and the Trustee shall return such contribution within one
          (1) year following the disallowance. Earnings of the Plan attributable
          to the excess contribution may not be returned to the Employer, but
          any losses attributable thereto must reduce the amount so returned.

9.15  UNIFORMITY

          All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.





                                       98


<PAGE>   104


          IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.


                                         Data Translation, Inc.



                                         By /s/ Ellen W. Harpin
                                            ------------------------
                                            EMPLOYER




                                         ATTEST
                                               ---------------------




                                         ---------------------------
                                         TRUSTEE



                                         ---------------------------
                                         TRUSTEE



                                         ---------------------------
                                         TRUSTEE



                                         ---------------------------
                                         TRUSTEE
















                                       99


<PAGE>   105





                      AMENDMENT TO DATA TRANSLATION, INC.
                        DOUBLE SHELTERED RETIREMENT PLAN


WHEREAS, Data Translation, Inc. (the Employer) desires to amend the Data
Translation, Inc. Double Sheltered Retirement Plan pursuant the right reserved 
to it under Section 8.1 of the Plan,

NOW, THEREOF, the Employer does hereby amend Section 3.1 of the Plan effective
July 1, 1995 as follows:

"3.1  CONDITIONS OF ELIGIBILITY

Any Eligible Employee who has completed three (3) Months of Service shall be
eligible to participate hereunder as of the latter of July 1, 1995 and the date
he has satisfied such requirements.  However, any Employee who was a Participant
in the Plan prior to July 1, 1995 shall continue to participate in the plan. 
The Employer shall give each prospective Eligible Employee written notice of his
eligibility to participate in the Plan prior to the close of the Plan Year in 
which he first becomes an Eligible Employee.

For purposes of this Section, an Eligible Employee will be deemed to have
completed three (3) Months of Service if he is in the employ of the Employer at
any time three (3) months after his employment commencement date.  Employment
commencement date shall be the first day that he is entitled to be credited with
an Hour of Service for the performance of duty."

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of this 
Amendment, the Employer has caused this Amendment to be executed on its behalf 
and its corporate seal to be affixed as of this 28th day of June, 1995.

ATTEST:                                      DATA TRANSLATION, INC.


/s/ Hilary Barrett                           /s/ Ellen Harpin
--------------------------                   ----------------------------






<PAGE>   106



                                 RESOLUTION OF
                             THE BOARD OF DIRECTORS
                                       OF
                             DATA TRANSLATION, INC.



At a duly constituted meeting of the Board of Directors of Data Translation, 
Inc. (the "Company") held on June 28, 1995, at which a quorum was present and
voting throughout, it was:

VOTED:    To adopt the Amendment to the Data Translation, Inc. Double
          Sheltered Retirement Plan as attached to this Resolution and made an
          official part of the records of the Company.

VOTED:    To authorize Ellen W. Harpin, a duly appointed officer of the Company
          to make any and all actions necessary to effectuate the adoption of
          the above-mentioned Amendment as attached hereto.

VOTED:    To make matching contributions equal to 15% of the 1st 6% of eligible
          employee contributions for the period April 1, 1995 through
          December 31, 1995.  Matching contributions will be determined on a
          quarterly basis.


I certify that the foregoing is a true copy of the acts of the Board of
Directors this 30th day of June, 1995.



                                                    ATTEST: /s/ R. Bradford Malt
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