<PAGE>   1
                                                                 EXHIBIT 10-X




                 PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
                          AND TRUST/CUSTODIAL ACCOUNT



                                  Sponsored By


                          BANK ONE TRUST COMPANY, N.A.


                            BASIC PLAN DOCUMENT #04





                                                                      MARCH 1995





COPYRIGHT 1993 McKAY HOCHMAN CO., INC.
<PAGE>   2
     THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. USE,
     DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS, IS
          PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
PARAGRAPH                                                             PAGE
---------                                                             ----
       <S>    <C>                                                      <C>
                                    ARTICLE I
                                   DEFINITIONS

       1.1    Actual Deferral Percentage                                1
       1.2    Adoption Agreement                                        1
       1.3    Aggregate Limit                                           2
       1.4    Allocation Date                                           2
       1.5    Annual Additions                                          2
       1.6    Annuity Starting Date                                     2
       1.7    Applicable Calendar Year                                  3
       1.8    Applicable Life Expectancy                                3
       1.9    Average Contribution Percentage (ACP)                     3
       1.10   Average Deferral Percentage (ADP)                         3
       1.11   Break In Service                                          3
       1.12   Code                                                      3
       1.13   Compensation                                              3
       1.14   Contribution Percentage                                   6
       1.15   Custodian                                                 6
       1.16   Defined Benefit Plan                                      6
       1.17   Defined Benefit (Plan) Fraction                           6
       1.18   Defined Contribution Dollar Limitation                    7
       1.19   Defined Contribution Plan                                 7
       1.20   Defined Contribution (Plan) Fraction                      7
       1.21   Designated Beneficiary                                    7
       1.22   Disability                                                8
       1.23   Distribution Calendar Year                                8
       1.24   Early Retirement Age                                      8
       1.25   Earned Income                                             8
       1.26   Effective Date                                            8
       1.27   Election Period                                           8
       1.28   Elective Deferral                                         8
       1.29   Eligible Participant                                      8
       1.30   Employee                                                  9
       1.31   Employer                                                  9
       1.32   Entry Date                                                9
       1.33   Excess Aggregate Contributions                            9
       1.34   Excess Amount                                             9
       1.35   Excess Contribution                                       9
       1.36   Excess Elective Deferrals                                10
       1.37   Family Member                                            10
       1.38   First Distribution Calendar Year                         10
       1.39   Fund                                                     10
       1.40   Hardship                                                 10
       1.41   Highest Average Compensation                             10
       1.42   Highly Compensated Employee                              10
       1.43   Hour Of Service                                          11
       1.44   Key Employee                                             12
</TABLE>
<PAGE>   3
<TABLE>
       <S>    <C>                                                        <C>
       1.45   Leased Employee                                            12
       1.46   Limitation Year                                            12
       1.47   Master Or Prototype Plan                                   12
       1.48   Matching Contribution                                      12
       1.49   Maximum Permissible Amount                                 13
       1.50   Net Profit                                                 13
       1.51   Normal Retirement Age                                      13
       1.52   Owner-Employee                                             13
       1.53   Paired Plans                                               13
       1.54   Participant                                                13
       1.55   Participant's Benefit                                      13
       1.56   Permissive Aggregation Group                               13
       1.57   Plan                                                       14
       1.58   Plan Administrator                                         14
       1.59   Plan Year                                                  14
       1.60   Present Value                                              14
       1.61   Projected Annual Benefit                                   14
       1.62   Qualified Deferred Compensation Plan                       14
       1.63   Qualified Domestic Relations Order                         14
       1.64   Qualified Early Retirement Age                             15
       1.65   Qualified Joint And Survivor Annuity                       15
       1.66   Qualified Matching Contribution                            15
       1.67   Qualified Non-Elective Contributions                       15
       1.68   Qualified Voluntary Contribution                           15
       1.69   Recordkeeper                                               15
       1.70   Required Aggregation Group                                 15
       1.71   Required Beginning Date                                    15
       1.72   Rollover Contribution                                      16
       1.73   Salary Savings Agreement                                   16
       1.74   Self-Employed Individual                                   16
       1.75   Service                                                    16
       1.76   Shareholder Employee                                       16
       1.77   Simplified Employee Pension Plan                           16
       1.78   Sponsor                                                    16
       1.79   Spouse (Surviving Spouse)                                  16
       1.80   Super Top-Heavy Plan                                       17
       1.81   Taxable Wage Base                                          17
       1.82   Top-Heavy Determination Date                               17
       1.83   Top-Heavy Plan                                             17
       1.84   Top-Heavy Ratio                                            17
       1.85   Top-Paid Group                                             18
       1.86   Transfer Contribution                                      19
       1.87   Trustee                                                    19
       1.88   Valuation Date                                             19
       1.89   Vested Account Balance                                     19
       1.90   Voluntary Contribution                                     19
       1.91   Welfare Benefit Fund                                       19
       1.92   Year Of Service                                            20
</TABLE>
<PAGE>   4
<TABLE>
<S>    <C>                                                             <C>
                                   ARTICLE II
                            ELIGIBILITY REQUIREMENTS

2.1    Participation                                                   21
2.2    Change In Classification Of  Employment                         21
2.3    Computation Period                                              21
2.4    Employment Rights                                               21
2.5    Service With Controlled Groups                                  21
2.6    Owner-Employees                                                 21
2.7    Leased Employees                                                22
2.8    Thrift Plans                                                    23


                                   ARTICLE III
                             EMPLOYER CONTRIBUTIONS

3.1    Amount 24
3.2    Expenses And Fees                                               24
3.3    Responsibility For Contributions                                24
3.4    Return Of Contributions                                         24


                                   ARTICLE IV
                             EMPLOYEE CONTRIBUTIONS

4.1    Voluntary Contributions                                         25
4.2    Qualified Voluntary Contributions                               25
4.3    Rollover Contribution                                           25
4.4    Transfer Contribution                                           26
4.5    Employer Approval Of Transfer Contributions                     26
4.6    Elective Deferrals                                              27
4.7    Required Voluntary Contributions                                27


                                    ARTICLE V
                              PARTICIPANT ACCOUNTS

5.1    Separate Accounts                                               28
5.2    Adjustments To Participant Accounts                             28
5.3    Allocating Employer Contributions                               29
5.4    Allocating Investment Earnings And Losses                       29
5.5    Participant Statements                                          30
</TABLE>
<PAGE>   5
<TABLE>
<S>    <C>                                                             <C>
                                   ARTICLE VI
                      RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1    Normal Retirement Benefits                                      31
6.2    Early Retirement Benefits                                       31
6.3    Benefits On Termination Of Employment                           31
6.4    Restrictions On Immediate Distributions                         33
6.5    Normal Form Of Payment                                          34
6.6    Commencement Of Benefits                                        34
6.7    Claims Procedures                                               34
6.8    In-Service Withdrawals                                          35
6.9    Hardship Withdrawal                                             36


                                   ARTICLE VII
                            DISTRIBUTION REQUIREMENTS

7.1    Joint And Survivor Annuity Requirements                         38
7.2    Minimum Distribution Requirements                               38
7.3    Limits On Distribution Periods                                  38
7.4    Required Distributions On Or After The
          Required Beginning Date                                      38
7.5    Required Beginning Date                                         39
7.6    Transitional Rule                                               40
7.7    Designation Of Beneficiary For Death Benefit                    42
7.8    Nonexistence Of Beneficiary                                     42
7.9    Distribution Beginning Before Death                             42
7.10   Distribution Beginning After Death                              42
7.11   Distribution Of Excess Elective Deferrals                       43
7.12   Distributions Of Excess Contributions                           44
7.13   Distribution Of Excess Aggregate Contributions                  44
7.14   Direct Rollover Of Benefits                                     45


                                  ARTICLE VIII
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1    Applicability Of Provisions                                     47
8.2    Payment Of Qualified Joint And Survivor
           Annuity                                                     47
8.3    Payment Of Qualified Pre-Retirement
            Survivor Annuity                                           47
8.4    Qualified Election                                              47
8.5    Notice Requirements For Qualified Joint
           And Survivor Annuity                                        48
8.6    Notice Requirements For Qualified Pre
           Retirement Survivor Annuity                                 48
8.7    Special Safe-Harbor Exception For
           Certain Profit-Sharing Plans                                49
8.8    Transitional Joint And Survivor
          Annuity Rules                                                50
8.9    Automatic Joint And Survivor Annuity
           And Early Survivor Annuity                                  50
8.10   Annuity Contracts                                               51
</TABLE>
<PAGE>   6
<TABLE>
<S>    <C>                                                             <C>
                                   ARTICLE IX
                                     VESTING

9.1    Employee Contributions                                          52
9.2    Employer Contributions                                          52
9.3    Computation  Period                                             52
9.4    Requalification Prior To Five Consecutive
           One-Year Breaks In Service                                  52
9.5    Requalification After Five Consecutive
        One-Year Breaks In Service                                     52
9.6    Calculating Vested Interest                                     52
9.7    Forfeitures                                                     53
9.8    Amendment Of Vesting Schedule                                   53
9.9    Service With Controlled Groups                                  53


                                    ARTICLE X
                         LIMITATIONS ON ALLOCATIONS AND
                           ANTIDISCRIMINATION TESTING

10.1   Participation In This Plan Only                                 54
10.2   Disposition Of Excess Annual Additions                          54
10.3   Participation In This Plan And Another
          Prototype Defined Contribution Plan,
          Welfare Benefit Fund, Or Other Medical
          Account Maintained By The Employer                           55
10.4   Disposition Of Excess Annual Additions
          Under Two Plans                                              56
10.5   Participation In This Plan And Another
          Defined Contribution Plan Which Is Not
          A Master Or Prototype Plan                                   56
10.6   Participation In This Plan And A Defined
          Benefit Plan                                                 57
10.7   Average Deferral Percentage (ADP) Test                          57
10.8   Special Rules Relating To Application
          Of ADP Test                                                  57
10.9   Recharacterization                                              58
10.10  Average Contribution Percentage (ACP)  Test                     59
10.11  Special Rules Relating To Application
          Of ACP Test                                                  59


                                   ARTICLE XI
                                 ADMINISTRATION

11.1   Plan Administrator                                              61
11.2   Trustee/Custodian                                               61
11.3   Recordkeeper                                                    62
11.4   Administrative Fees And Expenses                                62
11.5   Division Of Duties And Indemnification                          63
</TABLE>
<PAGE>   7
<TABLE>
<S>    <C>                                                   <C>
                                   ARTICLE XII
                          TRUST FUND/CUSTODIAL ACCOUNT

12.1   The Fund                                                        65
12.2   Control Of Plan Assets                                          65
12.3   Exclusive Benefit Rules                                         65
12.4   Assignment And Alienation Of Benefits                           65
12.5   Determination Of Qualified Domestic
         Relations Order (QDRO)                                        65

                                ARTICLE XIII
                                 INVESTMENTS

13.1   Fiduciary Standards                                             67
13.2   Funding Arrangement                                             67
13.3   Investment Alternatives Of The Trustee                          67
13.4   Investment Alternatives Of The Custodian                        69
13.5   Participant Loans                                               70
13.6   Insurance Policies                                              72
13.7   Employer Investment Direction                                   73
13.8   Employee Investment Direction                                   74


                                   ARTICLE XIV
                              TOP-HEAVY PROVISIONS

14.1   Applicability Of Rules                                          75
14.2   Minimum Contribution                                            75
14.3   Minimum Vesting                                                 75
14.4   Limitations On Allocations                                      76

                                 ARTICLE XV
                          AMENDMENT AND TERMINATION

15.1  Amendment By Sponsor                                             77
15.2  Amendment By Employer                                            77
15.3  Termination                                                      77
15.4  Qualification Of Employer's Plan                                 77
15.5  Mergers And Consolidations                                       78
15.6  Resignation And Removal                                          78
15.7  Qualification Of Prototype                                       78

                                 ARTICLE XVI
                                GOVERNING LAW                          79
</TABLE>
<PAGE>   8
               PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND
                            TRUST/CUSTODIAL ACCOUNT

                                  Sponsored By

                          BANK ONE TRUST COMPANY, N.A.

The Sponsor hereby establishes the following Prototype Retirement Plan and
Trust/Custodial Account for use by those of its customers who qualify and wish
to adopt a qualified retirement program. Any Plan and Trust/Custodial Account
established hereunder shall be administered for the exclusive benefit of
Participants and their beneficiaries under the following terms and conditions:

                                   ARTICLE I

                                  DEFINITIONS

1.1      ACTUAL DEFERRAL PERCENTAGE The ratio (expressed as a percentage and
calculated separately for each Participant) of:

         (a)    the amount of Employer contributions [as defined at (c) and
                (d)] actually paid over to the Fund on behalf of such
                Participant for the Plan Year to

         (b)    the Participant's Compensation for such Plan Year. Compensation
                will only include amounts for the period during which the
                Employee was eligible to participate.

Employer contributions on behalf of any Participant shall include:

         (c)    any Elective Deferrals made pursuant to the Participant's
                deferral election, including Excess Elective Deferrals, but
                excluding Elective Deferrals that are either taken into account
                in the Contribution Percentage test (provided the ADP test is
                satisfied both with and without exclusion of these Elective
                Deferrals) or are returned as excess Annual Additions; and

         (d)    at the election of the Employer, Qualified Non-Elective
                Contributions and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages, an Employee who would be
a Participant but for the failure to make Elective Deferrals shall be treated
as a Participant on whose behalf no Elective Deferrals are made.

1.2      ADOPTION AGREEMENT The document attached to this Plan by which an
Employer elects to establish a qualified retirement plan and trust/custodial
account under the terms of this Prototype Plan and Trust/Custodial Account.




                                       1

<PAGE>   9
1.3  AGGREGATE LIMIT   The sum of:

         (a)    125 percent of the greater of the ADP of the non-Highly
                Compensated Employees for the Plan Year or the ACP of non-
                Highly Compensated Employees under the Plan subject to Code
                Section 401(m) for the Plan Year beginning with or within the
                Plan Year of the cash or deferred arrangement as described in
                Code Section 401(k) or Code Section 402(h)(l)(B), and

         (b)    the lesser of 200% or two percent plus the lesser of such ADP
                or ACP.

Alternatively, the aggregate limit can be determined by substituting "the
lesser of 200% or 2 percent plus" for "125% of " in (a) above, and substituting
"125% of " for "the lesser of 200% or 2 percent plus" in (b) above.

1.4 ALLOCATION DATE The date or dates on which allocations are made to
Participant's accounts in accordance with Article V.

1.5 ANNUAL ADDITIONS The sum of the following amounts credited to a
Participant's account for the Limitation Year:

         (a)    Employer Contributions,

         (b)    Employee Contributions (under Article IV),

         (c)    forfeitures,

         (d)    amounts allocated after March 31, 1984 to an individual medical
                account, as defined in Code Section 415(1)(2), which is part of
                a pension or annuity plan maintained by the Employer (these
                amounts are treated as Annual Additions to a Defined
                Contribution Plan though they arise under a Defined Benefit
                Plan), and

         (e)    amounts derived from contributions paid or accrued after 1985,
                in taxable years ending after 1985, which are either
                attributable to post-retirement medical benefits allocated to
                the account of a Key Employee, or to a Welfare Benefit Fund
                maintained by the Employer, are also treated as Annual
                Additions to a Defined Contribution Plan. For purposes of this
                paragraph. an Employee is a Key Employee if he or she meets the
                requirements of paragraph 1.43 at any time during the Plan Year
                or any preceding Plan Year. Welfare Benefit Fund is defined at
                paragraph 1.89.

Excess amounts applied in a Limitation Year to reduce Employer contributions
will be considered Annual Additions for such Limitation Year, pursuant to the
provisions of Article X.

1.6 ANNUITY STARTING DATE The first day of the first period for which an amount
is paid as an annuity or in any other form.




                                       2
<PAGE>   10
1.7 APPLICABLE CALENDAR YEAR The First Distribution Calendar Year, and in the
event of the recalculation of life expectancy, such succeeding calendar year.
If payments commence in accordance with paragraph 7.4(e) before the Required
Beginning Date, the Applicable Calendar Year is the year such payments
commence. If distribution is in the form of an immediate annuity purchased
after the Participant's death with the Participant's remaining interest, the
Applicable Calendar Year is the year of purchase.

1.8 APPLICABLE LIFE EXPECTANCY Used in determining the required minimum
distribution. The life expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant (or Designated
Beneficiary) as of the Participant's (or Designated Beneficiary's) birthday in
the Applicable Calendar Year reduced by one for each calendar year which has
elapsed since the date life expectancy was first calculated. If life expectancy
is being recalculated, the Applicable Life Expectancy shall be the life
expectancy as so recalculated. The life expectancy of a non-Spouse Beneficiary
may not be recalculated.

1.9 AVERAGE CONTRIBUTION PERCENTAGE (A C P) The average of the Contribution
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.

1.10 AVERAGE DEFERRAL PERCENTAGE (ADP) The average of the Actual Deferral
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.

1.11 BREAK IN SERVICE A 12-consecutive month period during which an Employee
fails to complete more than 500 Hours of Service.

1.12 CODE The Internal Revenue Code of 1986, including any amendments.

1.13 COMPENSATION The Employer may select one of the following three
safe-harbor definitions of Compensation in the Adoption Agreement. Compensation
shall only include amounts earned while a Participant if Plan Year is chosen as
the applicable computation period.

         (a)    Code Section 3401(a) Wages. Compensation is defined as wages
                within the meaning of Code Section 3401(a) for the purposes of
                Federal income tax withholding at the source but 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)].

         (b)    Code Section 6041 and 6051 Wages. Compensation is defined as
                wages as defined in Code Section 3401(a) and all other payments
                of compensation to an Employee by the Employer (in the course
                of the Employer's trade or business) for which the Employer is
                required to furnish the employee a written statement under Code
                Section 6041(d) and 6051(a)(3). 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)].




                                       3

<PAGE>   11

         (c)    Code Section 415 Compensation. For purposes of applying the
                limitations of Article X and Top-Heavy Minimums, the definition
                of Compensation shall be Code Section 415 Compensation defined
                as follows: a Participant's Earned Income, wages, salaries, and
                fees for professional services and other amounts received
                (without regard to whether or not an amount is paid in cash)
                for personal services actually rendered in the course of
                employment with the Employer maintaining the Plan to the extent
                that the amounts are includible in gross income [including, but
                not limited to, commissions paid salesmen, Compensation for
                services on the basis of a percentage of profits, commissions
                on insurance premiums, tips, bonuses, fringe benefits and
                reimbursements or other expense allowances under a
                nonaccountable plan (as described in Regulation 1.62-2(c)), and
                excluding the following:

                1.  Employer contributions to a plan of deferred compensation
                    which are not includible in the Employee's gross income for
                    the taxable year in which contributed, or Employer
                    contributions under a Simplified Employee Pension Plan or
                    any distributions from a plan of deferred compensation,

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

                3.  Amounts realized from the sale, exchange or other
                    disposition of stock acquired under a qualified stock
                    option; and

                4.  other amounts which received special tax benefits, or
                    contributions made by the Employer (whether or not under a
                    salary reduction agreement) towards the purchase of
                    anannuity contract described in Code Section 403(b)
                    (whether or not the contributions are actually excludible
                    from the gross income of the Employee).

For purposes of applying the limitations of Article X and Top-Heavy Minimums.
the definition of Compensation shall be Code Section 415 Compensation described
in this paragraph 1.12(c). Also, for purposes of applying the limitations of
Article X, Compensation for a Limitation Year is the Compensation actually paid
or made available during such Limitation Year. Notwithstanding the preceding
sentence, Compensation for a Participant in a defined contribution plan who is
permanently and totally disabled [as defined in Code Section 22(e)(3)] is the
Compensation such Participant would have received for the Limitation Year if
the Participant had been paid at the rate of Compensation paid immediately
before becoming permanently and totally disabled. Such imputed Compensation for
the disabled Participant may be taken into account only if the participant is
not a Highly Compensated Employee [as defined in Code Section 414(q)] and
contributions made on behalf of such Participant are nonforfeitable when made.





                                       4
<PAGE>   12

If the Employer fails to pick the applicable period in the Adoption Agreement,
the Plan Year shall be used. Unless otherwise specified by the Employer in the
Adoption Agreement, Compensation shall be determined as provided in Code
Section 3401(a) [as defined in this paragraph 1.12(a)]. In nonstandardized
Adoption Agreement 002, the Employer may choose to eliminate or exclude
categories of Compensation which do not violate the provisions of Code Sections
401(a)(4), 414(s) the regulations thereunder and Revenue Procedure 89-65.

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under the
Plan (including benefits under Article XIV) for any year shall not exceed the
limitation as imposed by Code Section 401(a)(17), and as adjusted under Code
Section 415(d). In determining the Compensation of a Participant for purposes
of this limitation, the rules of Code Section 414(q)(6) shall apply, except in
applying such rules, the term "family" shall include only the Spouse of the
Participant and any lineal descendants of the Participant who have not attained
age 19 before the end of the Plan year. If, as a result of the application of
such rules the adjusted annual Compensation limitation, as imposed by Code
Section 401(a)(17), is exceeded, then (except for purposes of determining the
portion of Compensation up to the integration level if this Plan provides for
permitted disparity), the limitation shall be prorated among the affected
individuals in proportion to each such individual's Compensation as determined
under this section prior to the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months, then the
annual Compensation limit for that period is an amount equal to the limitation
as imposed by Code Section 401(a)(17) as adjusted for the calendar year in
which the Compensation period begins, multiplied by a fraction the numerator of
which is the number of full months in the short Plan Year and the denominator
of which is 12. If Compensation for any prior Plan Year is taken into account
in determining an Employee's contributions or benefits for the current year,
the Compensation for such prior year is subject to the applicable annual
Compensation limit in effect for that prior year. For this purpose, for years
beginning before January 1, 1990, the applicable annual Compensation limit is
$200,000. For Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Participant taken into account for determining all
benefits provided under the Plan for any Plan Year shall not exceed $150,000,
as adjusted for increases in the cost-of-living in accordance with Code Section
401(a)(17). The cost-of-living adjustment in effect for a calendar year applies
to any determination period beginning in such calendar year.

Compensation shall not include deferred Compensation other than contributions
through a salary reduction agreement to a cash or deferred plan under Code
Section 401(k), a Simplified Employee Pension Plan under Code Section
402(h)(1)(B), a cafeteria plan under Code Section 125 or a tax-deferred annuity
under Code Section 403(b). Unless elected otherwise by the Employer in the
Adoption Agreement, these deferred amounts will be considered as Compensation
for Plan purposes. These deferred amounts are not counted as Compensation for
purposes of Articles X and XIV. When applicable to a Self-Employed Individual,
Compensation shall mean Earned Income.






                                       5
<PAGE>   13
1.14 CONTRIBUTION PERCENTAGE The ratio (expressed as a percentage and
calculated separately for each Participant) of:

          (a)   the Participant's Contribution Percentage Amounts [as defined
                at (c)-(f)] for the Plan Year, to

          (b)   the Participant's Compensation for the Plan Year. Compensation
                will only include amounts for the period during which the
                Employee was eligible to participate.

Contribution Percentage Amounts on behalf of any Participant shall include:

          (c)   the amount of Employee Voluntary Contributions, Matching
                Contributions, and Qualified Matching Contributions (to the
                extent not taken into account for purposes of the ADP test)
                made under the Plan on behalf of the Participant for the Plan
                Year,

          (d)   forfeitures of Excess Aggregate Contributions or Matching
                Contributions allocated to the Participant's account which
                shall be taken into account in the year in which such
                forfeiture is allocated, 

          (e)   at the election of the Employer, Qualified Non-Elective
                Contributions, and

          (f)   the Employer also may elect to use Elective Deferrals in the
                Contribution Percentage Amounts so long as the ADP test is met
                before the Elective Deferrals are used in the ACP test and
                continues to be met following the exclusion of those Elective
                Deferrals that are used to meet the ACP test.

Contribution Percentage Amounts shall not include Matching Contributions,
whether or not Qualified, that are forfeited either to correct Excess Aggregate
Contributions, or because the contributions to which they relate are Excess
Deferrals, Excess Contributions, or Excess Aggregate Contributions.

1.15 CUSTODIAN The individual or institution appointed by the Trustee to have
custody of all or part of the Fund.

1.16 DEFINED BENEFIT PLAN A Plan under which a Participant's benefit is
determined by a formula contained in the Plan and no individual accounts are
maintained for Participants.

1.17 DEFINED BENEFIT (PLAN) FRACTION 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 of the Highest Average Compensation, including any adjustments under
Code Section 415(b).




                                       6
<PAGE>   14
Notwithstanding the above, if the Participant was a Participant as of the first
day of the first Limitation Year beginning after 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 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 Section 415 for all Limitation
Years beginning before 1987.

1.18 DEFINED CONTRIBUTION DOLLAR LIMITATION Thirty thousand dollars ($30,000)
or if greater. one-fourth of the defined benefit dollar limitation set forth in
Code Section 415(b)(1) as in effect for the Limitation Year.

1.19 DEFINED CONTRIBUTION PLAN A Plan under which individual accounts are
maintained for each Participant to which all contributions, forfeitures,
investment income and gains or losses, and expenses are credited or deducted. A
Participant's benefit under such Plan is based solely on the fair market value
of his or her account balance.

1.20 DEFINED CONTRIBUTION (PLAN) FRACTION 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 paragraph 1.89 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 the 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 1986, in one or more Defined Contribution Plans
maintained by the Employer which were in existence on May 6, 1986, the
numerator of this fraction 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 1987, and disregarding any
changes in the terms and conditions of the Plan made after May 6 1986, but
using the 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 1987, shall not be re-computed to treat all Employee
Contributions as Annual Additions.

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







                                       7
<PAGE>   15
1.22 DISABILITY An illness or injury of a potentially permanent nature,
expected to last for a continuous period of not less than 12 months, certified
by a physician selected by or satisfactory to the Employer, which prevents the
Employee from engaging in any occupation for wage or profit for which the
Employee is reasonably fitted by training, education or experience.

1.23 DISTRIBUTION CALENDAR YEAR A calendar year for which a minimum
distribution is required.

1.24 EARLY RETIREMENT AGE The age set by the Employer in the Adoption Agreement
(but not less than 55), which is the earliest age at which a Participant may
retire and receive his or her benefits under the Plan.

1.25 EARNED INCOME Net earnings from self-employment in the trade or business
with respect to which the Plan is established, determined without regard to
items not included in gross income and the deductions allocable to such items,
provided that personal services of the individual are a material
income-producing factor. Earned income shall be reduced by contributions made
by an Employer to a qualified plan to the extent deductible under Code Section
404. For tax years beginning after 1989, net earnings shall be determined
taking into account the deduction for one-half of self-employment taxes allowed
to the Employer under Code Section 164(f) to the extent deductible.

1.26 EFFECTIVE DATE The date on which the Employer's retirement plan or
amendment to such plan becomes effective. For amendments reflecting statutory
and regulatory changes post Tax Reform Act of 1986, the Effective Date will be
the earlier of the date upon which such amendment is first administratively
applied or the first day of the Plan Year following the date of adoption of
such amendment.

1.27 ELECTION PERIOD The period which begins on the first day of the Plan Year
in which the Participant attains age 35 and ends on the date of the
Participant's death. If a Participant separates from service prior to the first
day of the Plan Year in which age 35 is attained, the Election Period shall
begin on the date of separation, with respect to the account balance as of the
date of separation.

1.28 ELECTIVE DEFERRAL Employer contributions made to the Plan at the election
of the Participant, in lieu of cash Compensation. Elective Deferrals shall also
include contributions made pursuant to a Salary Savings Agreement or other
deferral mechanism, such as a cash option contribution. With respect to any
taxable year, a Participant's Elective Deferral is the sum of all Employer
contributions made on behalf of such Participant pursuant to an election to
defer under any qualified cash or deferred arrangement as described in Code
Section 401(k), any simplified employee pension cash or deferred arrangement as
described in Code Section 402(h)(l)(B), any eligible deferred compensation plan
under Code Section 457, any plan as described under Code Section 50l(c)(18),
and any Employer contributions made on the behalf of a Participant for the
purchase of an annuity contract under Code Section 403(b) pursuant to a Salary
Savings Agreement. Elective Deferrals shall not include any deferrals properly
distributed as Excess Annual Additions.

1.29 ELIGIBLE PARTICIPANT Any Employee who is eligible to make a Voluntary
Contribution, or an Elective Deferral (if the Employer takes such contributions
into account in the calculation of the Contribution Percentage), or to receive
a Matching Contribution (including forfeitures) or a Qualified Matching
Contribution. If a Voluntary Contribution or Elective Deferral is required as a
condition of participation in the Plan, any Employee who would be a Participant
in the Plan if such Employee made such a contribution shall be treated as an
Eligible Participant even though no Voluntary Contributions or Elective
Deferrals are made.






                                       8
<PAGE>   16
1.30 EMPLOYEE Any person employed by the Employer (including Self-Employed
Individuals and partners), all Employees of a member of an affiliated service
group [as defined in Code Section 414(m)], Employees of a controlled group of
corporations [as defined in Code Section 414(b)], all Employees of any
incorporated or unincorporated trade or business which is under common control
[as defined in Code Section 414(c)], Leased Employees [as defined in Code
Section 414(n)] and any Employee required to be aggregated by Code Section
414(o). All such Employees shall be treated as employed by a single Employer.

1.31 EMPLOYER The Self-Employed Individual, partnership, corporation or other
organization which adopts this Plan including any firm that succeeds the
Employer and adopts this Plan. For purposes of Article X, Limitations on
Allocations, Employer shall mean the Employer that adopts this Plan, and all
members of a controlled group of corporations [as defined in Code Section
414(b) as modified by Code Section 415(h)], all commonly controlled trades or
businesses [as defined in Code Section 414(c) as modified by Code Section
415(h)] or affiliated service groups [as defined in Code Section 414(m)] of
which the adopting Employer is a part, and any other entity required to be
aggregated with the Employer pursuant to regulations under Code Section 414(o).

1.32 ENTRY DATE The date on which an Employee commences participation in the
Plan as determined by the Employer in the Adoption Agreement.

1.33 EXCESS AGGREGATE CONTRIBUTIONS The excess, with respect to any Year, of:

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

          (b)   The maximum Contribution Percentage Amounts permitted by the
                ACP test (determined by reducing contributions made on behalf
                of Highly Compensated Employees in order of their Contribution
                Percentages beginning with the highest of such percentages).


Such determination shall be made after first determining Excess Elective
Deferrals pursuant to paragraph 1.35 and then determining Excess Contributions
pursuant to paragraph 1.34.

1.34 EXCESS AMOUNT The excess of the Participant's Annual Additions for the
Limitation Year over the Maximum Permissible Amount.

1.35 EXCESS CONTRIBUTION With respect to any Plan Year, the excess of:

          (a)   The aggregate amount of Employer contributions actually taken
                into account in computing the ADP of Highly Compensated
                Employees for such Plan Year, over

          (b)   The maximum amount of such contributions permitted by the ADP
                test (determined by reducing contributions made on behalf of
                Highly Compensated Employees in order of the ADPs, beginning
                with the highest of such percentages).






                                       9
<PAGE>   17
1.36 EXCESS ELECTIVE DEFERRALS Those Elective Deferrals that are includible in
a Participant's gross income under Code Section 402(g) to the extent such
Participant's Elective Deferrals for a taxable year exceed the dollar
limitation under such Code Section. Excess Elective Deferrals shall be treated
as Annual Additions under the Plan, unless such amounts are distributed no
later than the first April 15th following the close of the Participant's
taxable year.

1.37 FAMILY MEMBER The Employee's Spouse, any lineal descendants and ascendants
and the Spouse of such lineal descendants and ascendants.

1.38 FIRST DISTRIBUTION CALENDAR YEAR For distributions beginning before the
Participant's death, the First Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Participant's
Required Beginning Date. For distributions beginning after the Participant's
death, the First Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to paragraph 7.10.

1.39 FUND All contributions received by the Trustee/Custodian under this Plan
and Trust/Custodial Account, investments thereof and earnings and appreciation
thereon.

1.40 HARDSHIP An immediate and heavy financial need of the Employee where such
Employee lacks other available resources.

1.41 HIGHEST AVERAGE COMPENSATION The average Compensation for the three
consecutive Years of Service with the Employer that produces the highest
average. A Year of Service with the Employer is the 12-consecutive month period
defined in the Adoption Agreement.

1.42 HIGHLY COMPENSATED EMPLOYEE Any Employee who performs service for the
Employer during the determination year and who, during the immediate prior
year:

          (a)   received Compensation from the Employer in excess of $75,000
                [as adjusted pursuant to Code Section 415(d)]; or

          (b)   received Compensation from the Employer in excess of $50,000
                [as adjusted pursuant to Code Section 415(d)] and was a member
                of the Top-Paid Group for such year; or

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

Notwithstanding (a), (b) and (c), an Employee who was not Highly Compensated
during the preceding Plan Year shall not be treated as a Highly Compensated
Employee with respect to the current Plan Year unless such Employee is a member
of the 100 Employees paid the greatest Compensation during the year for which
such determination is being made.

          (d)   Employees who are five percent (5%) Owners at any time during
                the immediate prior year or determination year.

Highly Compensated Employee includes Highly Compensated active Employees and
Highly Compensated former Employees.





                                      10
<PAGE>   18

1.43      HOUR OF SERVICE

          (a)   Each hour for which an Employee is paid. or entitled to
                payment, for the performance of duties for the Employer. These
                hours shall be credited to the Employee for the computation
                period in which the duties are performed; and

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

          (c)   Each hour for which back pay, irrespective of mitigation of
                damages, is either awarded or agreed to by the Employer. The
                same Hours of Service shall not be credited both under
                paragraph (a) or paragraph (b), as the case may be, and under
                this paragraph (c). These hours shall 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 the award, agreement or payment is made.

          (d)   Hours of Service shall be credited for employment with the
                Employer and with other members of an affiliated service group
                [as defined in Code Section 414(m)], a controlled group of
                corporations [as defined in Code Section 414(b)], or a group of
                trades or businesses under common control [as defined in Code
                Section 414(c)] of which the adopting Employer is a member, and
                any other entity required to be aggregated with the Employer
                pursuant to Code Section 414(o) and the regulations thereunder.
                Hours of Service shall also be credited for any individual
                considered an Employee for purposes of this Plan under Code
                Section 414(n) or Code Section 414(o) and the regulations
                thereunder.

          (e)   Solely for purposes of determining whether a Break in Service,
                as defined in paragraph 1.10, for participation and vesting
                purposes has occurred in a computation period, an individual
                who is absent from work for maternity or paternity reason shall
                receive credit for the Hours of Service which would otherwise
                have been credited to such individual but for such absence, or
                in any case in which such hours cannot be determined, 8 Hours
                of Service per day of such absence. For purposes of this
                paragraph, an absence from work for maternity or paternity
                reasons means an absence by reason of the pregnancy of the
                individual, by reason of a birth of a child of the individual,
                by reason of the placement of a child







                                      11
<PAGE>   19
                with the individual in connection with the adoption of such
                child by such individual, or for purposes of caring for such
                child for a period beginning immediately following such birth or
                placement. The Hours of Service credited under this paragraph
                shall be credited in the computation period in which the absence
                begins if the crediting is necessary to prevent a Break in
                Service in that period, or in all other cases, in the following
                computation period. No more than 501 hours will be credited
                under this paragraph.

          (f)   Hours of Service shall be determined on the basis of the method
                selected in the Adoption Agreement.

1.44 KEY EMPLOYEE Any Employee or former Employee (and the beneficiaries of
such employee) who at any time during the determination period was an officer
of the Employer if such individual's annual compensation exceeds 50% of the
dollar limitation under Code Section 415(b)(1)(A) (the defined benefit maximum
annual benefit), an owner (or considered an owner under Code Section 318) of
one of the ten largest interests in the employer if such individual's
compensation exceeds 100% of the dollar limitation under Code Section
415(c)(1)(A), a 5% owner of the Employer, or a 1% owner of the Employer who has
an annual compensation of more than $150,000. For purposes of determining who
is a Key Employee, annual compensation shall mean Compensation as defined for
Article X, but including amounts deferred through a salary reduction agreement
to a cash or deferred plan under Code Section 401(k), a Simplified Employee
Pension Plan under Code Section 408(k), a cafeteria plan under Code Section 125
or a tax-deferred annuity under Code Section 403(b). The determination period
is the Plan Year containing the Determination Date and the four preceding Plan
Years. The determination of who is a Key Employee will be made in accordance
with Code Section 416(i)(l) and the regulations thereunder.

1.45 LEASED EMPLOYEE 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.

1.46 LIMITATION YEAR The calendar year or such other 12-consecutive month
period designated by the Employer in the Adoption Agreement for purposes of
determining the maximum Annual Addition to a Participant's account. All
qualified plans maintained by the Employer must use the same Limitation Year.
If the Limitation Year is amended to a different 12-consecutive month period,
the new Limitation Year must begin on a date within the Limitation Year in
which the amendment is made.

1.47 MASTER OR PROTOTYPE PLAN A plan, the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

1.48 MATCHING CONTRIBUTION An Employer contribution made to this or any other
defined contribution plan on behalf of a Participant on account of an Employee
Voluntary Contribution made by such Participant, or on account of a
Participant's Elective Deferral, under a Plan maintained by the Employer.







                                      12
<PAGE>   20
1.49 MAXIMUM PERMISSIBLE AMOUNT The maximum Annual Addition that may be
contributed or allocated to a Participant's account under the plan for any
Limitation Year shall not exceed the lesser of:

          (a)   the Defined Contribution Dollar Limitation, or

          (b)   25% of the Participants Compensation for the Limitation Year.

The compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits [within the meaning of Code Section 401(h) or
Code Section 419A(f)(2)] which is otherwise treated as an Annual Addition under
Code Section 415(l)(1) or 419(d)(2). If a short Limitation Year is created
because of an amendment changing the Limitation Year to a different
12-consecutive month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the following fraction:
Number of months in the short Limitation Year divided by 12.

1.50 NET PROFIT The current and accumulated operating earnings of the Employer
before Federal and State income taxes, excluding nonrecurring or unusual items
of income, and before contributions to this and any other qualified plan of the
Employer. Alternatively, the Employer may fix another definition in the
Adoption Agreement.

1.51 NORMAL RETIREMENT AGE The age, set by the Employer in the Adoption
Agreement, at which a Participant may retire and receive his or her benefits
under the Plan.

1.52 OWNER-EMPLOYEE A sole proprietor, or a partner owning more than 10% of
either the capital or profits interest of the partnership.

1.53 PAIRED PLANS Two or more Plans maintained by she Sponsor designed so that
a single or any combination of Plans adopted by an Employer will meet the
antidiscrimination rules, the contribution and benefit limitations, and the
Top-Heavy provisions of the Code.

1.54 PARTICIPANT Any Employee who has met the eligibility requirements and is
participating in the Plan.

1.55 PARTICIPANT'S BENEFIT The account balance as of the last Valuation Date in
the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any contributions or
forfeitures allocated to the account balance as of the dates in the valuation
calendar year after the Valuation Date and decreased by distributions made in
the valuation calendar year after the Valuation Date. A special exception
exists for the second distribution Calendar Year. For purposes of this
paragraph, if any portion of the minimum distribution for the First
Distribution Calendar Year is made in the second Distribution Calendar Year on
or before the Required Beginning Date, the amount of the minimum distribution
made in the second distribution calendar year shall be treated as if it had
been made in the immediately preceding Distribution Calendar Year.

1.56 PERMISSIVE AGGREGATION GROUP Used for Top-Heavy testing purposes, it is
the Required Aggregation Group of plans plus any other plan or plans of the
Employer which, when considered as a group with the Required Aggregation Group,
would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.






                                      13
<PAGE>   21
1.57 PLAN The Employer's retirement plan as embodied herein and in the Adoption
Agreement.

1.58 PLAN ADMINISTRATOR The Employer, its committee or other designee.

1.59 PLAN YEAR The 12-consecutive month period designated by the Employer in
the Adoption Agreement.

1.60 PRESENT VALUE Used for Top-Heavy test and determination purposes, when
determining the Present Value of accrued benefits, with respect to any Defined
Benefit Plan maintained by the Employer, interest and mortality rates shall be
determined in accordance with the provisions of the respective plan. If
applicable, interest and mortality assumptions will be specified in Section 11
of the Adoption Agreement.

1.61 PROJECTED ANNUAL BENEFIT Used to test the maximum benefit which may be
obtained from a combination of retirement plans, it is the annual retirement
benefit (adjusted to an actuarial equivalent straight life annuity if such
benefit is expressed in a form other than a straight life annuity or Qualified
Joint and Survivor Annuity) to which the Participant would be entitled under
the terms of a Defined Benefit Plan or plans, assuming:

          (a)   the Participant will continue employment until Normal
                Retirement Age under the plan (or current age, if later), and

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

1.62 QUALIFIED DEFERRED COMPENSATION PLAN Any pension, profit-sharing, stock
bonus, or other plan which meets the requirements of Code Section 401 and
includes a trust exempt from tax under Code Section 501(a) or any annuity plan
described in Code Section 403(a)

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

1.63 QUALIFIED DOMESTIC RELATIONS ORDER A QDRO is a signed Domestic Relations
Order issued by a State Court which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's Plan
benefit and which meets the requirements of Code Section 414(p). An alternate
payee is a Spouse, former Spouse, child, or other dependent who is treated as a
beneficiary under the Plan as a result of the QDRO.






                                      14
<PAGE>   22
1.64 QUALIFIED EARLY RETIREMENT AGE For purposes of paragraph 8.9, Qualified
Early Retirement Age is the latest of:

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

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

          (c)   the date the Participant begins participation.

1.65 QUALIFIED JOINT AND SURVIVOR ANNUITY An immediate annuity for the life of
the Participant with a survivor annuity for the life of the Participant's
Spouse which is at least one-half of but not more than the amount of the
annuity payable during the joint lives of the Participant and the Participant's
Spouse. The exact amount of the Survivor Annuity is to be specified by the
Employer in the Adoption Agreement. If not designated by the Employer, the
Survivor Annuity will be 1/2 of the amount paid to the Participant during his
or her lifetime. The Qualified Joint and Survivor Annuity will be the amount of
benefit which can be provided by the Participant's Vested Account Balance.

1.66 QUALIFIED MATCHING CONTRIBUTION Matching Contributions which when made are
subject to the distribution and nonforfeitability requirements under Code
Section 401(k)

1.67 QUALIFIED NON-ELECTIVE CONTRIBUTIONS Contributions (other than Matching
Contributions or Qualified Matching Contributions) made by the Employer and
allocated to Participants' accounts that the Participants may not elect to
receive in cash until distributed from the Plan; that are nonforfeitable when
made; and that are distributable only in accordance with the distribution
provisions that are applicable to Elective Deferrals and Qualified Matching
Contributions.

1.68 QUALIFIED VOLUNTARY CONTRIBUTION A tax-deductible voluntary Employee
contribution. These contributions may no longer be made to the Plan

1.69 RECORDKEEPER The person or entity who may be retained by the Plan
Administrator on behalf of the Plan to provide specified administrative
services to the plan

1.70 REQUIRED AGGREGATION GROUP Used for Top-Heavy testing purposes, it
consists of:

          (a)   each qualified plan of the Employer in which at least one Key
                Employee participates or participated at any time during the
                determination period (regardless of whether the plan has
                terminated),
and

          (b)   any other qualified plan of the Employer which enables a plan
                described in (a) to meet the requirements of Code Sections
                401(a)(4) or 410.

1.71 REQUIRED BEGINNING DATE The date on which a Participant is required take
his or her first minimum distribution under the Plan. The rules are set forth
paragraph 7.5







                                      15
<PAGE>   23
1.72 ROLLOVER CONTRIBUTION A contribution made by a Participant of an amount
distributed to such Participant from another Qualified Deferred Compensation
Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible Rollover Distribution is any distribution of all or any portion of
the balance to the credit of the Participant except that an Eligible Rollover
Distribution does not include:

          (a)   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 Participant or the joint
                lives (or joint life expectancies) of the Participant and the
                Participant's Designated Beneficiary, or for a specified period
                of ten years or more;

          (b)   any distribution to the extent such distribution is required
                under Code Section 401(a)(9); and

          (c)   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).

A Direct Rollover is a payment by the plan to the Eligible Retirement Plan
specified by the Participant.

1.73 SALARY SAVINGS AGREEMENT An agreement between the Employer and a
participating Employee where the Employee authorizes the Employer to withhold a
specified percentage of his or her Compensation for deposit to the Plan on
behalf of such Employee.

1.74 SELF-EMPLOYED INDIVIDUAL An individual who has Earned Income for the
taxable year from the trade or business for which the Plan is established
including an individual who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.

1.75 SERVICE The period of current or prior employment with the Employer. If
the Employer maintains a plan of a predecessor employer, Service for such
predecessor shall be treated as Service for the Employer.

1.76 SHAREHOLDER EMPLOYEE An Employee or Officer who owns [or is considered as
owning within the meaning of Code Section 318(a)(1)], on any day during the
taxable year of an electing small business corporation (S Corporation), more
than 5% of such corporation's outstanding stock.

1.77 SIMPLIFIED EMPLOYEE PENSION PLAN An individual retirement account which
meets the requirements of Code Section 408(k), and to which the Employer makes
contributions pursuant to a written formula. These plans are considered for
contribution limitation and Top-Heavy testing purposes.

1.78 SPONSOR Bank One Trust Company. N.A., or any successor(s) or assign(s).

1.79 SPOUSE (SURVIVING SPOUSE) The Spouse or Surviving Spouse of the
Participant, provided that a former Spouse will be treated as the Spouse or
Surviving Spouse and a current Spouse will not be treated as the Spouse or
Surviving Spouse to the extent provided under a Qualified Domestic Relations
Order as described in Code Section 414(p).








                                      16
<PAGE>   24
1.80 SUPER TOP-HEAVY PLAN A Plan described at paragraph 1.81 under which the
Top-Heavy Ratio [as defined at paragraph 1.82] exceeds 90%.

1.81 TAXABLE WAGE BASE For plans with an allocation formula which takes into
account the Employer's contribution under the Federal Insurance Contributions
Act (FICA), the maximum amount of earnings which may be considered wages for
such Plan Year under Section 230 of the Social Security Act, or the amount
elected by the Employer in the Adoption Agreement.

1.82 TOP-HEAVY DETERMINATION DATE For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan Year of
the Plan, the last day of that year.

1.83 TOP-HEAVY PLAN For any Plan Year beginning after 1983, the Employer's Plan
is top-heavy if any of the following conditions exist:

          (a)   If the Top-Heavy Ratio for the Employer's Plan exceeds 60% and
                this Plan is not part of any required Aggregation Group or
                Permissive Aggregation Group of Plans.

          (b)   If the Employer's plan is a part of a Required Aggregation
                Group of plans but not part of a Permissive Aggregation Group
                and the Top-Heavy Ratio for the group of plans exceeds 60%.

          (c)   If the Employer's plan is a part of a Required Aggregation
                Group and part of a Permissive Aggregation Group of plans and
                the Top-Heavy Ratio for the Permissive Aggregation Group
                exceeds 60%.

1.84 TOP-HEAVY RATIO

          (a)   If the Employer maintains one or more Defined Contribution
                plans (including any Simplified Employee Pension Plan) and the
                Employer has not maintained any Defined Benefit Plan which
                during the 5-year period ending on the Determination Date(s)
                has or has had accrued benefits, the Top-Heavy Ratio for this
                Plan alone, or for the Required or Permissive Aggregation Group
                as appropriate, is a fraction,

                (1)     the numerator of which is the sum of the account
                        balances of all Key Employees as of the Determination
                        Date(s) [including any part of any account balance
                        distributed in the 5-year period ending on the
                        Determination Date(s)], and

                (2)     the denominator of which is the sum of all account
                        balances [including any part of any account balance
                        distributed in the 5-year period ending on the
                        Determination Date(s)], both computed in accordance
                        with Code Section 416 and the regulations thereunder.

                Both the numerator and denominator of the Top2Heavy Ratio are
                increased to reflect any contribution not actually made as of
                the Determination Date, but which is required to be taken into
                account on that date under Code Section 416 and the regulations
                thereunder.








                                      17
<PAGE>   25
          (b)   If the Employer maintains one or more Defined Contribution
                Plans (including any Simplified Employee Pension Plan) and the
                Employer maintains or has maintained one or more Defined
                Benefit Plans which during the 5-year period ending on the
                Determination Date(s) has or has had any accrued benefits, the
                Top-Heavy Ratio for any Required or Permissive Aggregation
                Group as appropriate is a fraction, the numerator of which is
                the sum of account balances under the aggregated Defined
                Contribution Plan or Plans for all Key Employees, determined in
                accordance with (a) above, and the Present Value of accrued
                benefits under the aggregated Defined Benefit Plan or Plans for
                all Key Employees as of the Determination Date(s), and the
                denominator of which is the sum of the account balances under
                the aggregated Defined Contribution Plan or Plans for all
                Participants, determined in accordance with (a) above, and the
                Present Value of accrued benefits under the Defined Benefit
                Plan or Plans for all Participants as of the Determination
                Date(s), all determined in accordance with Code Section 416 and
                the regulations thereunder. The accrued benefits under a
                Defined Benefit Plan in both the numerator and denominator of
                the Top-Heavy Ratio are increased for any distribution of an
                accrued benefit made in the 5-year period ending on the
                Determination Date.

          (c)   For purposes of (a) and (b) above, the value of account
                balances and the Present Value of accrued benefits will be
                determined as of the most recent Valuation Date that falls
                within or ends with the 12-month period ending on the
                Determination Date, except as provided in Code Section 416 and
                the regulations thereunder for the first and second plan years
                of a Defined Benefit Plan. The account balances and accrued
                benefits of a participant (1) who is not a Key Employee but who
                was a Key Employee in a prior year, or (2) who has not been
                credited with at least one hour of service with any Employer
                maintaining the Plan at any time during the 5-year period
                ending on the Determination Date, will be disregarded. The
                calculation of the Top-Heavy Ratio, and the extent to which
                distributions, rollovers, and transfers are taken into account
                will be made in accordance with Code Section 416 and the
                regulations thereunder. Qualified Voluntary Employee
                Contributions will not be taken into account for purposes of
                computing the Top-Heavy Ratio. When aggregating plans the value
                of account balances and accrued benefits will be calculated
                with reference to the Determination Dates that fall within the
                same calendar year. The accrued benefit of a Participant other
                than a Key Employee shall be determined under (1) the method,
                if any, that uniformly applies for accrual purposes under all
                Defined Benefit Plans maintained by the Employer, or (2) if
                there is no such method, as if such benefit accrued not more
                rapidly than the slowest accrual rate permitted under the
                fractional rule of Code Section 411(b)(1)(C).

1.85 TOP-PAID GROUP The group consisting of the top 20% of Employees when
ranked on the basis of Compensation paid during such year. For purposes of
determining the number of Employees in the group (but not who is in it), the
following Employees shall be excluded:










                                      18
<PAGE>   26
          (a)   Employees who have not completed 6 months of Service.

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

          (c)   Employees who normally do not work more than 6 months during
                any year.

          (d)   Employees who have not attained age 21.

          (e)   Employees included in a collective bargaining unit, covered by
                an agreement between employee representatives and the Employer,
                where retirement benefits were the subject of good faith
                bargaining and provided that 90% or more of the Employer's
                Employees are covered by the agreement.

          (f)   Employees who are nonresident aliens and who receive no earned
                income which constitutes income from sources within the United
                States.

1.86 TRANSFER CONTRIBUTION A non-taxable transfer of a Participant's benefit
directly from a Qualified Deferred Compensation Plan to this Plan.

1.87 TRUSTEE The individual(s) or institution appointed by the Employer to
invest the Fund.

1.88 VALUATION DATE The last day of the Plan Year or such other date as
specified in the Adoption Agreement as arranged by the Employer and the
Trustee/Custodian on which the Market Value of the Participant accounts are
revalued. For Top-Heavy purposes, the date selected by the Employer as of which
the Top-Heavy Ratio is calculated. For minimum required distribution purposes
as provided in Section 7.2, the last day of the Plan Year.

1.89 VESTED ACCOUNT BALANCE The aggregate value of the Participant's Vested
Account Balances derived from Employer and Employee contributions (including
Rollovers), whether vested before or upon death, including the proceeds of
insurance contracts, if any, on the Participant's life. The provisions of
Article VIII shall apply to a Participant who is vested in amounts attributable
to Employer contributions, Employee contributions (or both) at the time of
death or distribution.

1.90 VOLUNTARY CONTRIBUTION An Employee contribution made to the Plan by or on
behalf of a Participant that is included in the Participant's gross income in
the year in which made and that is maintained under a separate account to which
earnings and losses are allocated.

1.91 WELFARE BENEFIT FUND Any fund that is part of a plan of the Employer, or
has the effect of a plan, through which the Employer provides welfare benefits
to Employees or their beneficiaries. For these purposes, Welfare Benefits means
any benefit other than those with respect to which Code Section 83(h) (relating
to transfers of property in connection with the performance of services), Code
Section 404 (relating to deductions for contributions to an Employee's trust or
annuity and Compensation under a deferred payment plan), Code Section 404A
(relating to certain foreign deferred compensation plans) apply. A "Fund" is
any social club, voluntary employee benefit association, supplemental
unemployment benefit trust or qualified group legal service organization
described in Code Section 50l(c)(7), (9), (17) or (20); any trust, corporation,
or other organization not exempt from income tax, or to the extent provided in
regulations, any account held for an Employer by any person.







                                      19
<PAGE>   27
1.92 YEAR OF SERVICE A 12-consecutive month period during which an Employee is
credited with not less than 1,000 (or such lesser number as specified by the
Employer in the Adoption Agreement) Hours of Service.





                                      20
<PAGE>   28
                                   ARTICLE II

                            ELIGIBILITY REQUIREMENTS


2.1 PARTICIPATION Employees who meet the eligibility requirements in the
Adoption Agreement on the Effective Date of the Plan shall become Participants
as of the Effective Date of the Plan. If so elected in the Adoption Agreement,
all Employees employed on the Effective Date of the Plan may participate, even
if they have not satisfied the Plan's specified eligibility requirements. Other
Employees shall become Participants on the Entry Date coinciding with or
immediately following the date on which they meet the eligibility requirements.
The Employee must satisfy the eligibility requirements specified in the
Adoption Agreement and be employed on the Entry Date to become a Participant in
the Plan. In the event an Employee who is not a member of the eligible class of
Employees becomes a member of the eligible class, such Employee shall
participate immediately if such Employee has satisfied the minimum age and
service requirements and would have previously become a Participant had he or
she been in the eligible class. A former Participant shall again become a
Participant upon returning to the employ of the Employer at the next Entry Date
or if earlier, the next Valuation Date. For this purpose, Participant's
Compensation and Service shall be considered from date of rehire.

2.2 CHANGE IN CLASSIFICATION OF EMPLOYMENT In the event a Participant becomes
ineligible to participate because he or she is no longer a member of an
eligible class of Employees, such Employee shall participate upon his or her
return to an eligible class of Employees.

2.3 COMPUTATION PERIOD To determine Years of Service and Breaks in Service for
purposes of eligibility, the 12-consecutive month period shall commence on the
date on which an Employee first performs an Hour of Service for the Employer
and each anniversary thereof, such that the succeeding 12-consecutive month
period commences with the employee's first anniversary of employment and so on.
If, however, the period so specified is one year or less, the succeeding
12-consecutive month period shall commence on the first day of the Plan Year
prior to the anniversary of the date they first performed an Hour of Service
regardless of whether the Employee is entitled to be credited with 1,000 (or
such lesser number as specified by the Employer in the Adoption Agreement)
Hours of Service during their first employment year.

2.4 EMPLOYMENT RIGHTS Participation in the Plan shall not confer upon a
Participant any employment rights, nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.

2.5 SERVICE WITH CONTROLLED GROUPS All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)], trades or
businesses under common control [as defined in Code Section 414(c)], or members
of an affiliated service group [as defined in Code Section 414(m)] shall be
credited for purposes of determining an Employee's eligibility to participate.

2.6 OWNER-EMPLOYEES If this Plan provides contributions or benefits for one or
more Owner-Employees who control both the business for which this Plan is
established and one or more other trades or businesses, this Plan and the Plan
established for other trades or businesses must, when looked at as a single
Plan, satisfy Code Sections 401(a) and (d) for the Employees of this and all
other trades or businesses.







                                      21
<PAGE>   29
If the Plan provides contributions or benefits for one or more Owner-Employees
who control one or more other trades or businesses, the Employees of the other
trades or businesses must be included in a Plan which satisfies Code Sections
401(a) and (d) and which provides contributions and benefits not less favorable
than provided for Owner-Employees under this Plan.

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

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

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

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

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

2.7 LEASED EMPLOYEES Any Leased Employee shall be treated as an Employee of the
recipient Employer; however, contributions or benefits provided 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 if such Employee
is covered by a money purchase pension plan providing:

          (a)   a non-integrated Employer contribution rate of at least 10% of
                Compensation, [as defined in Code Section 415(c)(3) but
                including amounts contributed by the Employer pursuant to a
                salary reduction agreement, which are excludable from the
                Employee's gross income under a cafeteria plan covered by Code
                Section 125, a cash or deferred profit-sharing plan under
                Section 401(k) of the Code, a Simplified Employee Pension Plan
                under Code Section 402(h)(1)(B) and a tax-sheltered annuity
                under Code Section 403(b)],

          (b)   immediate participation, and

          (c)   full and immediate vesting

This exclusion is only available if Leased Employees do not constitute more
than twenty percent (20%) of the recipient's non-highly compensated work force.







                                      22
<PAGE>   30
2.8 THRIFT PLANS If the Employer makes an election in the Adoption Agreement to
require Voluntary Contributions to participate in this Plan, the Employer shall
notify each eligible Employee in writing of his or her eligibility for
participation at least 30 days prior to the appropriate Entry Date. The
Employee shall indicate his or her intention to join the Plan by authorizing
the Employer to withhold a percentage of his or her Compensation as provided in
the Plan. Such authorization shall be returned to the Employer at least 10 days
prior to the Employee's Entry Date. The Employee may decline participation by
so indicating on the enrollment form or by failure to return the enrollment
form to the Employer prior to the Employee's Entry Date. If the Employee
declines to participate, such Employee shall be given the opportunity to join
the Plan on the next Entry Date. The taking of a Hardship Withdrawal under the
provisions of paragraph 6.9 will impact the Participant's ability to make these
contributions.







                                      23
<PAGE>   31
                                  ARTICLE III

                             EMPLOYER CONTRIBUTIONS


3.1 AMOUNT The Employer intends to make periodic contributions to the Plan in
accordance with the formula or formulas selected in the Adoption Agreement.
However, the Employer's contribution for any Plan Year shall be subject to the
limitations on allocations contained in Article X.

3.2 EXPENSES AND FEES The Employer shall also be authorized to reimburse the
Fund for all expenses and fees incurred in the administration of the Plan or
Trust/Custodial Account and paid out of the assets of the Fund. Such expenses
shall include, but shall not be limited to, fees for professional services,
printing and postage. Brokerage commissions may not be reimbursed.

3.3 RESPONSIBILITY FOR CONTRIBUTIONS Neither the Trustee/Custodian nor the
Sponsor shall be required to determine if the Employer has made a contribution
or if the amount contributed is in accordance with the Adoption Agreement or
the Code. The Employer shall have sole responsibility in this regard. The
Trustee/Custodian shall be accountable solely for contributions actually
received by it, within the limits of Article XI.

3.4 RETURN OF CONTRIBUTIONS Contributions made to the Fund by the Employer
shall be irrevocable except as provided below:

          (a)   Any contribution forwarded to the Trustee/Custodian because of
                a mistake of fact, provided that the contribution is returned
                to the Employer within one year of the contribution.

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

          (c)   Contributions forwarded to the Trustee/Custodian are presumed
                to be deductible and are conditioned on their deductibility.
                Contributions which are determined to not be deductible will be
                returned to the Employer.






                                      24
<PAGE>   32
                                  ARTICLE IV

                            EMPLOYEE CONTRIBUTIONS

4.1 VOLUNTARY CONTRIBUTIONS An Employee may make Voluntary Contributions to the
Plan established hereunder if so authorized by the Employer in a uniform and
nondiscriminatory manner. Such contributions are subject to the limitations on
Annual Additions and are subject to antidiscrimination testing.

4.2 QUALIFIED VOLUNTARY CONTRIBUTIONS A Participant mayno longer make Qualified
Voluntary Contributions to the Plan. Amounts already contributed may remain in
the Trust Fund/Custodial Account until distributed to the Participant. Such
amounts will be maintained in a separate account which will be nonforfeitable
at all times. The account will share in the gains and losses of the Trust in
the same manner as described at paragraph 5.4 of the Plan. No part of the
Qualified Voluntary Contribution account will be used to purchase life
insurance. Subject to Article VIII, Joint and Survivor Annuity Requirements (if
applicable), the Participant may withdraw any part of the Qualified Voluntary
Contribution account by making a written application to the Plan Administrator.

4.3 ROLLOVER CONTRIBUTION Unless provided otherwise in the Adoption Agreement,
a Participant may make a Rollover Contribution to any Defined Contribution Plan
established hereunder of all or any part of an amount distributed or
distributable to him or her from a Qualified Deferred Compensation Plan
provided:

          (a)   the amount distributed to the Participant is deposited to the
                Plan no later than the sixtieth day after such distribution was
                received by the Participant,

          (b)   the amount distributed is not one of a series of substantially
                equal periodic payments made for the life (or life expectancy)
                of the Participant' or the joint lives (or joint life
                expectancies) of the Participant and the Participant's
                Designated Beneficiary, or for a specified period of ten years
                or more;

          (c)   the amount distributed is not required under Code Section 401
                (a)(9);

          (d)   if the amount distributed included property, such property is
                rolled over, or if sold the proceeds of such property may be
                rolled over,

          (e)   the amount distributed is not includible in gross income
                (determined without regard to the exclusion for net unrealized
                appreciation with respect to employer securities).

In addition, if the Adoption Agreement allows Rollover Contributions, the Plan
will also accept any Eligible Rollover Distribution (as defined at paragraph
1.70) directly to the Plan.

Rollover Contributions, which relate to distributions prior to January 1, 1993,
must be made in accordance with paragraphs (a) through (e) and additionally
meet the requirements of paragraph (f):





                                      25
<PAGE>   33


          (f)   The distribution from the Qualified Deferred Compensation Plan
                constituted the Participant's entire interest in such Plan and
                was distributed within one taxable year to the Participant:

                (1)  on account of separation from Service, a Plan termination,
                     or in the case of a profit- sharing or stock bonus plan, a
                     complete discontinuance of contributions under such plan
                     within the meaning of Code Section 402(a)(6)(A), or

                (2)  in one or more distributions which constitute a qualified
                     lump sum distribution within the meaning of Code Section
                     402(e)(4)(A), determined without reference to
                     subparagraphs (B) and (H).

Such Rollover Contribution may also be made through an individual retirement
account qualified under Code Section 408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is
made in accordance with the rules provided under paragraphs (a) through (e) and
the Rollover Contribution does not include any regular IRA contributions, or
earnings thereon, which the Participant may have made to the IRA. Rollover
Contributions, which relate to distributions prior to January 1, 1993, may be
made through an IRA in accordance with paragraphs (a) through (f) and
additional requirements as provided in the previous sentence. The
Trustee/Custodian shall not be held responsible for determining the tax-free
status of any Rollover Contribution made under this Plan.

4.4 TRANSFER CONTRIBUTION Unless provided otherwise in the Adoption Agreement a
Participant may, subject to the provisions of paragraph 4.5, also arrange for
the direct transfer of his or her benefit from a Qualified Deferred
Compensation Plan to this Plan. For accounting and record keeping purposes,
Transfer Contributions shall be treated in the same manner as Rollover
Contributions.

In the event the Employer accepts a Transfer Contribution from a Plan in which
the Employee was directing the investments of his or her account, the Employer
may continue to permit the Employee to direct his or her investments in
accordance with paragraph 13.7 with respect only to such Transfer Contribution.
Notwithstanding the above, the Employer may refuse to accept such Transfer
Contributions.

4.5 EMPLOYER APPROVAL OF TRANSFER CONTRIBUTIONS The Employer maintaining a
Safe-Harbor Profit-Sharing Plan in accordance with the provisions of paragraph
8.7, acting in a nondiscriminatory manner, may in its sole discretion refuse to
allow Transfer Contributions to its profit-sharing plan, if such contributions
are directly or indirectly being transferred from a defined benefit plan, a
money purchase pension plan (including a target benefit plan), a stock bonus
plan, or another profit-sharing plan which would otherwise provide for a life
annuity form of payment to the Participant.






                                      26
<PAGE>   34
4.6 ELECTIVE DEFERRALS A Participant may enter into a Salary Savings Agreement
with the Employer authorizing the Employer to withhold a portion of such
Participant's Compensation not to exceed $7,000 per calendar year as adjusted
under Code Section 415(d) or, if lesser, the percentage of Compensation
specified in the Adoption Agreement and to deposit such amount to the Plan. No
Participant shall be permitted to have Elective Deferrals made under this Plan
or any other qualified plan maintained by the Employer, during any taxable
year, in excess of the dollar limitation contained in Code Section 402(g) in
effect at the beginning of such taxable year. Thus, the $7,000 limit may be
reduced if a Participant contributes pre-tax contributions to qualified plans
of this or other Employers. Any such contribution shall be credited to the
Employee's Salary Savings Account. Unless otherwise specified in the Adoption
Agreement, a Participant may amend his or her Salary Savings Agreement to
increase, decrease or terminate the percentage upon written notice to the
Employer. If a Participant terminates his or her agreement, such Participant
shall not be permitted to put a new Salary Savings Agreement into effect until
the first pay period in the next Plan Year, unless otherwise stated in the
Adoption Agreement. The Employer may also amend or terminate said agreement on
written notice to the Participant. If a Participant has not authorized the
Employer to withhold at the maximum rate and desires to increase the total
withheld for a Plan Year, such Participant may authorize the Employer upon 30
days notice to withhold a supplemental amount up to 100% of his or her
Compensation for one or more pay periods. In no event may the sum of the
amounts withheld under the Salary Savings Agreement plus the supplemental
withholding exceed 25% of a Participant's Compensation for a Plan Year. The
Employer may also recharacterize as after-tax Voluntary Contributions all or
any portion of amounts previously withheld under any Salary Savings Agreement
within the Plan Year as provided for at paragraph 10.9. This may be done to
insure that the Plan will meet one of the antidiscrimination tests under Code
Section 401(k). Elective Deferrals shall be deposited in the Trust within 30
days after being withheld from the Participant's pay.

4.7 REQUIRED VOLUNTARY CONTRIBUTIONS If the Employer makes a thrift election in
the Adoption Agreement, each eligible Participant shall be required to make
Voluntary Contributions to the Plan for credit to his or her account as
provided in the Adoption Agreement. Such Voluntary Contributions shall be
withheld from the Employee's Compensation and shall be transmitted by the
Employer to the Trustee/Custodian as agreed between the Employer and
Trustee/Custodian. A Participant may discontinue participation or change his or
her Voluntary Contribution percentage by so advising the Employer at least 10
days prior to the date on which such discontinuance or change is to be
effective. If a Participant discontinues his or her Voluntary Contributions,
such Participant may not again authorize Voluntary Contributions for a period
of one year from the date of discontinuance. A Participant may voluntarily
change his or her Voluntary Contribution percentage once during any Plan Year
and may also agree to have a reduction in his or her contribution, if required
to satisfy the requirements of the ACP test.









                                      27
<PAGE>   35
                                   ARTICLE V

                              PARTICIPANT ACCOUNTS

5.1 SEPARATE ACCOUNTS The Employer shall establish a separate bookkeeping
account for each Participant showing the total value of his or her interest in
the Fund. Each Participant's account shall be separated for bookkeeping
purposes into the following sub-accounts:

          (a)   Employer contributions.

                (1)  Matching Contributions.

                (2)  Qualified Matching Contributions.

                (3)  Qualified Non-Elective Contributions.

                (4)  Discretionary Contributions.

                (5)  Elective Deferrals.

          (b)   Voluntary Contributions (and additional amounts including
                required contributions and, if applicable, either repayments of
                loans previously defaulted on and treated as "deemed
                distributions" on which a tax report has been issued, and
                amounts paid out upon a separation from service which have been
                included in income and which are repaid after being re-hired by
                the Employer).

          (c)   Qualified Voluntary Contributions (if the Plan previously
                accepted these).

          (d)   Rollover Contributions and Transfer Contributions.

   5.2 ADJUSTMENTS TO PARTICIPANT ACCOUNTS As of each Valuation Date of Plan,
   the Employer shall add to each account:

          (a)   the Participant's share of the Employer's contribution and
                forfeitures as determined in the Adoption Agreement,

          (b)   any Elective Deferrals, Voluntary, Rollover or Transfer
                Contributions made by the Participant,

          (c)   any repayment of amounts previously paid out to a Participant
                upon a separation from Service and repaid by the Participant
                since the last Valuation Date, and

          (d)   the Participant's proportionate share of any investment
                earnings and increase in the fair market value of the Fund
                since the last Valuation Date, as determined at paragraph 5.4.

As of the Allocation Date chosen in the Adoption Agreement for reallocation of
forfeitures, such Participant's share of forfeitures will be added to the
Participant's account.






                                      28
<PAGE>   36


  The Employer shall deduct from each account:

          (e)   any withdrawals or payments made from the Participant's account
                since the last Valuation Date, and

          (f)   the Participant's proportionate share of any decrease in the
                fair market value of the Fund since the last Valuation Date, as
                determined at paragraph 5.4.

5.3 ALLOCATING EMPLOYER CONTRIBUTIONS The Employer's contribution shall be
allocated to Participants in accordance with the allocation formula selected by
the Employer in the Adoption Agreement, and the minimum contribution and
allocation requirements for Top-Heavy Plans. Beginning with the 1990 Plan Year
and thereafter, for plans on Standardized Adoption Agreement 001, Participants
who are credited with more than 500 Hours of Service or are employed on the
last day of the Plan Year must receive a full allocation of Employer
contributions. In Nonstandardized Adoption Agreement 002, Employer
contributions shall be allocated to the accounts of Participants employed by
the Employer on the last day of the Plan Year unless indicated otherwise in the
Adoption Agreement. In the case of a non-Top-Heavy, Nonstandardized Plan,
Participants must also have completed a Year of Service unless otherwise
specified in the Adoption Agreement. For Nonstandardized Adoption Agreement
002, the Employer may only apply the last day of the Plan Year and Year of
Service requirements if the Plan satisfies the requirements of Code Sections
401(a)(26) and 410(b) and the regulations thereunder including the exception
for 401(k) plans. If, when applying the last day and Year of Service
requirements, the Plan fails to satisfy the aforementioned requirements,
additional Participants will be eligible to receive an allocation of Employer
Contributions until the requirements are satisfied. Participants who are
credited with a Year of Service, but not employed at Plan Year end, are the
first category of additional Participants eligible to receive an allocation. If
the requirements are still not satisfied, Participants credited with more than
500 Hours of Service and employed at Plan Year end are the next category of
Participants eligible to receive an allocation, Finally, if necessary to
satisfy the said requirements, any Participant credited with more than 500
Hours of Service will be eligible for an allocation of Employer Contributions.
The Service requirement is not applicable with respect to any Plan Year during
which the Employer's Plan is Top-Heavy

5.4 ALLOCATING INVESTMENT EARNINGS AND LOSSES The Recordkeeper, at the
direction of the Plan Administrator, shall employ one of the following two
methods for crediting investment earnings and gains and losses to the
Participants' accounts:

          (a)   All contributions will be credited with an allocation of the
                actual investment earnings and gains and losses from the actual
                date of deposit of each such contribution. The actual
                investment earnings shall be credited to the Participants'
                accounts as of the Valuation Date coincident with or next
                following the date of deposit. Participants will share in the
                earnings of the investment funds in which they have deposits as
                of the date such earnings are either credited or accrued.







                                      29
<PAGE>   37
          (b)   A Participant's share of the actual investment earnings and
                gains and losses shall be based on the proportionate value of
                all active accounts (other than accounts with segregated
                investments) as of the prior Valuation Date less withdrawals
                since the prior Valuation Date. If contributions, which are
                deposited prior to the Valuation Date and subsequent to the
                prior Valuation Date, are made on a recurrent, periodic basis
                (i.e. monthly. quarterly, etc.) than the value of all active
                accounts for allocation of the investment earnings and gains
                and losses shall include one-half of such contributions. If
                contributions, which are deposited prior to the Valuation Date
                and subsequent to the prior Valuation Date, are not made on a
                recurrent, periodic basis then it is assumed that such
                contributions are deposited as of the Valuation Date.

Accounts not yet forfeited shall receive an allocation of investment earnings
and gains and losses in accordance with the method selected above.

Accounts with segregated investments shall receive only the income or loss on
such segregated investments regardless of the method selected above.

In no event shall the selection of a method of allocating gains and losses be
used to discriminate in favor of the Highly Compensated Employees.

5.5 PARTICIPANT STATEMENTS Upon completing the allocations described above for
the Valuation Date coinciding with the end of the Plan Year, the Employer shall
prepare a statement for each Participant showing the additions to and
subtractions from his or her account since the last such statement and the fair
market value of his or her account as of the current Valuation Date. Employers
so choosing may prepare Participant statements for each Valuation Date.








                                      30
<PAGE>   38
                                   ARTICLE VI

                     RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1 NORMAL RETIREMENT BENEFITS A Participant shall be entitled to receive the
balance held in his or her account from Employer contributions upon attaining
Normal Retirement Age or at such earlier dates as the provisions of this
Article VI may allow. If the Participant elects to continue working past his or
her Normal Retirement Age, he or she will continue as an active Plan
Participant and no distribution shall be made to such Participant until his or
her actual retirement date unless the employer elects otherwise in the Adoption
Agreement, or a minimum distribution is required by law. Settlement shall be
made in the normal form, or if elected, in one of the optional forms of payment
provided below.

6.2 EARLY RETIREMENT BENEFITS If the Employer so provides in the Adoption
Agreement, an Early Retirement Benefit will be available to individuals who
meet the age and Service requirements. An individual who meets the Early
Retirement Age requirements and separates from Service, will become fully
vested, regardless of any vesting schedule which otherwise might apply. If a
Participant separates from Service before satisfying the age requirements, but
after having satisfied the Service requirement, the Participant will be
entitled to elect an Early Retirement benefit upon satisfaction of the age
requirement.

6.3 BENEFITS ON TERMINATION OF EMPLOYMENT

          (a)   If a Participant terminates employment prior to Normal
                Retirement Age, such Participant shall be entitled to receive
                the vested balance held in his or her account payable at Normal
                Retirement Age in the normal form, or if elected, in one of the
                optional forms of payment provided hereunder. If applicable,
                the Early Retirement Benefit provisions may be elected.
                Notwithstanding the preceding sentence, a former Participant
                may, if allowed in the Adoption Agreement, make application to
                the Employer requesting early payment of any deferred vested
                and nonforfeitable benefit due.

          (b)   If a Participant terminates employment, and the value of that
                Participant's Vested Account Balance derived from Employer and
                Employee contributions is not greater than $3,500, the
                Participant may receive a lump sum distribution of the value of
                the entire vested portion of such account balance and the
                non-vested portion will be treated as a forfeiture. The
                Employer shall continue to follow their consistent policy, as
                may be established, regarding immediate cash-outs of Vested
                Account Balances of $3,500 or less. For purposes of this
                Article, if the value of a Participant's Vested Account Balance
                is zero, the Participant shall be deemed to have received a
                distribution of such Vested Account Balance immediately
                following termination. Likewise, if the Participant is
                reemployed prior to incurring 5 consecutive 1-year Breaks in
                Service they will be deemed to have immediately repaid such
                distribution. For Plan Years beginning prior to 1989, a
                Participant's Vested Account Balance shall not include
                Qualified









                                      31
<PAGE>   39
                Voluntary Contributions. Notwithstanding the above, if the
                Employer maintains or has maintained a policy of not
                distributing any amounts until the Participant's Normal
                Retirement Age, the Employer can continue to uniformly apply
                such policy.

          (c)   If a Participant terminates employment with a Vested Account
                Balance derived from Employer and Employee contributions in
                excess of $3,500, and elects (with his or her Spouse's consent,
                if required) to receive 100% of the value of his or her Vested
                Account Balance in a lump sum, the non-vested portion will be
                treated as a forfeiture. The Participant (and his or her
                Spouse, if required) must consent to any distribution, when the
                Vested Account Balance described above exceeds $3,500 or if at
                the time of any prior distribution it exceeded $3,500. For
                purposes of this paragraph, for Plan Years beginning prior to
                1989, a Participant's Vested Account Balance shall not include
                Qualified Voluntary Contributions.

          (d)   Distribution of less than 100% of the Participant's Vested
                Account Balance shall only be permitted if the Participant is
                fully vested upon termination of employment.

          (e)   If a Participant who is not 100% vested receives or is deemed
                to receive a distribution pursuant to this paragraph and
                resumes employment covered under this Plan, the Participant
                shall have the right to repay to the Plan the full amount of
                the distribution attributable to Employer contributions on or
                before the earlier of the date that the Participant incurs 5
                consecutive 1-year Breaks in Service following the date of
                distribution or five years after the first date on which the
                Participant is subsequently reemployed. In such event, the
                Participant's account shall be restored to the value thereof at
                the time the distribution was made and may further be increased
                by the Plan's income and investment gains and/or losses on the
                undistributed amount from the date of distribution to the date
                of repayment.

          (f)   A Participant shall also have the option, to postpone payment
                of his or her Plan benefits until the first day of April
                following the calendar year in which he or she attains age
                70-1/2. Any balance of a Participant's account resulting from
                his or her Employee contributions not previously withdrawn, if
                any, may be withdrawn by the Participant immediately following
                separation from Service.

          (g)   If a Participant ceases to be an active Employee as a result of
                a Disability as defined at paragraph 1.21, such Participant
                shall be able to make an application for a disability
                retirement benefit payment. The Participant's account balance
                will be deemed "immediately distributable" as set forth in
                paragraph 6.4, and will be fully vested pursuant to paragraph
                9.2.




                                      32
<PAGE>   40
6.4      RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

          (a)   An account balance is immediately distributable if any part of
                the account balance could be distributed to the Participant (or
                Surviving Spouse) before the Participant attains (or would have
                attained if not deceased) the later of the Normal Retirement
                Age or age 62.

          (b)   If the value of a Participant's Vested Account Balance derived
                from Employer and Employee Contributions exceeds (or at the
                time of any prior distribution exceeded) $3,500, and the
                account balance is immediately distributable, the Participant
                and his or her Spouse (or where either the Participant or the
                Spouse has died, the survivor) must consent to any distribution
                of such account balance. The consent of the Participant and the
                Spouse shall be obtained in writing within the 90-day period
                ending on the annuity starting date, which is the first day of
                the first period for which an amount is paid as an annuity or
                any other form. The Plan Administrator shall notify the
                Participant and the Participant's Spouse of the right to defer
                any distribution until the Participant's account balance is no
                longer immediately distributable. Such notification shall
                include a general description of the material features, and an
                explanation of the relative values of, the optional forms of
                benefit available under the plan in a manner that would satisfy
                the notice requirements of Code Section 417(a)(3), and shall be
                provided no less than 30 days and no more than 90 days prior to
                the annuity starting date.

          (c)   Notwithstanding the foregoing, only the Participant need
                consent to the commencement of a distribution in the form of a
                qualified Joint and Survivor Annuity while the account balance
                is immediately distributable. Furthermore, if payment in the
                form of a Qualified Joint and Survivor Annuity is not required
                with respect to the Participant pursuant to paragraph 8.7 of
                the Plan, only the Participant need consent to the distribution
                of an account balance that is immediately distributable.
                Neither the consent of the Participant nor the Participant's
                Spouse shall be required to the extent that a distribution is
                required to satisfy Code Section 401(a)(9) or Code Section 415.
                In addition, upon termination of this Plan if the Plan does not
                offer an annuity option (purchased from a commercial provider),
                the Participant's account balance may, without the
                Participant's consent, be distributed to the Participant or
                transferred to another Defined Contribution Plan [other than an
                employee stock ownership plan as defined in Code Section
                4975(e)(7)] within the same controlled group.

          (d)   For purposes of determining the applicability of the foregoing
                consent requirements to distributions made before the first day
                of the first Plan Year beginning after 1988, the Participant's
                Vested Account Balance shall not include amounts attributable
                to Qualified Voluntary Contributions.






                                      33
<PAGE>   41
6.5 NORMAL FORM OF PAYMENT The normal form of payment for a profit-sharing plan
satisfying the requirements of paragraph 8.7 hereof shall be a lump sum with no
option for annuity payments. For all other plans, the normal form of payment
hereunder shall be a Qualified Joint and Survivor Annuity as provided under
Article VIII. A Participant whose Vested Account Balance derived from Employer
and Employee contributions exceeds $3,500, or if at the time of any prior
distribution it exceeded $3,500, shall (with the consent of his or her Spouse)
have the right to receive his or her benefit in a lump sum or in monthly,
quarterly, semiannual or annual payments from the Fund over any period not
extending beyond the life expectancy of the Participant and his or her
Beneficiary. For purposes of this paragraph, for Plan Years prior to 1989, a
Participant's Vested Account Balance shall not include Qualified Voluntary
Contributions. The normal form of payment shall be automatic, unless the
Participant files a written request with the Employer prior to the date on
which the benefit is automatically payable, electing a lump sum or installment
payment option. No amendment to the Plan may eliminate one of the optional
distribution forms listed above.

6.6      COMMENCEMENT OF BENEFITS

          (a)   Unless the Participant elects otherwise. distribution of
                benefits will begin no later than the 60th day after the close
                of the Plan Year in which the latest of the following events
                occurs:

                (1)  the Participant attains age 65 (or normal retirement age
                     if earlier),

                (2)  the 10th anniversary of the year in which the Participant
                     commenced participation in the Plan, or

                (3)  the Participant terminates Service with the Employer.

          (b)   Notwithstanding the foregoing, the failure of a Participant and
                Spouse (if necessary) to consent to a distribution while a
                benefit is immediately distributable, within the meaning of
                paragraph 6.4 hereof, shall be deemed an election to defer
                commencement of payment of any benefit sufficient to satisfy
                this paragraph.

6.7 CLAIMS PROCEDURES Upon retirement, death, or other severance of employment,
the Participant or his or her representative may make application to the
Employer requesting payment of benefits due and the manner of payment. If no
application for benefits is made, the Employer shall automatically pay any
vested benefit due hereunder in the normal form at the time prescribed at
paragraph 6.4. If an application for benefits is made, the Employer shall
accept, reject, or modify such request and shall notify the Participant in
writing setting forth the response of the Employer and in the case of a denial
or modification the Employer shall:

          (a)   state the specific reason or reasons for the denial,

          (b)   provide specific reference to pertinent Plan provisions on
                which the denial is based,

          (c)   provide a description of any additional material or information
                necessary for the Participant or his representative to perfect
                the claim and an explanation of why such material or
                information is necessary, and





                                      34
<PAGE>   42


          (d)   explain the Plan's claim review procedure as contained in this
                Plan.

In the event the request is rejected or modified, the Participant or his or her
representative may within 60 days following receipt by the Participant or
representative of such rejection or modification, submit a written request for
review by the Employer of its initial decision. Within 60 days following such
request for review, the Employer shall render its final decision in writing to
the Participant or representative stating specific reasons for such decision.
If the Participant or representative is not satisfied with the Employer's final
decision, the Participant or representative can institute an action in a
federal court of competent jurisdiction; for this purpose, process would be
served on the Employer.

6.8 IN-SERVICE WITHDRAWALS An Employee may withdraw all or any part of the fair
market value of his or her Mandatory Contributions, Voluntary Contributions,
Qualified Voluntary Contributions or Rollover Contributions, upon written
request to the Employer. Transfer Contributions, which originate from a Plan
meeting the safe-harbor provisions of paragraph 8.7, may also be withdrawn by
an Employee upon written request to the Employer. Transfer Contributions not
meeting the safe-harbor provisions may only be withdrawn upon retirement,
death, Disability, termination or termination of the Plan, and will be subject
to Spousal consent requirements contained in Code Sections 411(a)(11) and 417.
No such withdrawals are permitted from a money purchase plan until the
participant reaches Normal Retirement Age. Such request shall include the
Participant's address, social security number, birth date, and amount of the
withdrawal. If at the time a distribution of Qualified Voluntary Contributions
is received the Participant has not attained age 59-1/2 and is not disabled, as
defined at Code Section 22(e)(3), the Participant will be subject to a federal
income tax penalty, unless the distribution is rolled over to a qualified plan
or individual retirement plan within 60 days of the date of distribution. A
Participant may withdraw all or any part of the fair market value of his or her
pre-1987 Voluntary Contributions with or without withdrawing the earnings
attributable thereto. Post-1986 Voluntary Contributions may only be withdrawn
along with a portion of the earnings thereon. The amount of the earnings to be
withdrawn is determined by using the formula: DA[1-(V/V + E)], where DA is the
distribution amount, V is the amount of Voluntary Contributions and V + E is
the amount of Voluntary Contributions plus the earnings attributable thereto. A
Participant withdrawing his or her other contributions prior to attaining age
59-1/2, will be subject to a federal tax penalty to the extent that the
withdrawn amounts are includible in income. Unless the Employer provides
otherwise in the Adoption Agreement, any Participant in a profit-sharing plan
who is 100% fully vested in his or her Employer contributions may withdraw all
or any part of the fair market value of any of such contributions that have
been in the account at least two years, plus the investment earnings thereon,
after attaining age 59-1/2 without separation from Service. Such distributions
shall not be eligible for redeposit to the Fund. A withdrawal under this
paragraph shall not prohibit such Participant from sharing in any future
Employer Contribution he or she would otherwise be eligible to share in. A
request to withdraw amounts pursuant to this paragraph must if applicable, be
consented to by the Participant's Spouse. The consent shall comply with the
requirements of paragraph 6.4 relating to immediate distributions.

Elective Deferrals, Qualified Non-elective Contributions, and Qualified
Matching Contributions, and income allocable to each are not distributable to a
Participant or his or her Beneficiary or Beneficiaries, in accordance with such
Participant's or Beneficiary's or Beneficiaries' election, earlier than upon
separation from Service, death, or Disability. Such amounts may also be
distributed upon:







                                      35
<PAGE>   43

          (a)   Termination of the Plan without the establishment of another
                Defined Contribution Plan.

          (b)   The disposition by a corporation to an unrelated corporation 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, but only with respect to Employees who
                continue employment with the corporation acquiring such assets.

          (c)   The disposition by a corporation to an unrelated entity of such
                corporation's interest in a subsidiary [within the meaning of
                Code Section 409(d)(3)] if such corporation continues to
                maintain this plan, but only with respect to Employees who
                continue employment with such subsidiary.

          (d)   The attainment of age 59-1/2.

          (e)   The Hardship of the Participant as described in paragraph 6.9.

All distributions that may be made pursuant to one or more of the foregoing
distributable events are subject to the Spousal and Participant consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.

6.9 HARDSHIP WITHDRAWAL If permitted by the Trustee/Custodian and the Employer
in the Adoption Agreement, a Participant may request a Hardship withdrawal
prior to attaining age 59-1/2. If the Participant has not attained age 59-1/2,
the Participant may be subject to a federal income tax penalty. Such request
shall be in writing to the Employer who shall have sole authority to authorize
a Hardship withdrawal, pursuant to the rules below. Hardship withdrawals may
include Elective Deferrals regardless of when contributed and any earnings
accrued and credited thereon as of the last day of the Plan Year ending before
July 1, 1989 and Employer related contributions, including but not limited to
Employer Matching Contributions, plus the investment earnings thereon to the
extent vested. Qualified Matching Contributions, Qualified Non-Elective
Contributions and Elective Deferrals reclassified as Voluntary Contributions
plus the investment earnings thereon are only available for Hardship withdrawal
prior to age 59-1/2 to the extent that they were credited to the Participant's
Account as of the last day of the Plan Year ending prior to July 1, 1989. The
Plan Administrator may limit withdrawals to Elective Deferrals and the earnings
thereon as stipulated above. Hardship withdrawals are subject to the Spousal
consent requirements contained in Code Sections 401(a)(11) and 417. Only the
following reasons are valid to obtain Hardship withdrawal:

          (a)   medical expenses [within the meaning of Code Section 213(d)],
                incurred or necessary for the medical care of the Participant,
                his or her Spouse, children and other dependents

          (b)   the purchase (excluding mortgage payments) of the principal
                residence for the Participant

          (c)   payment of tuition and related educational expenses for the
                next twelve (12) months of post-secondary education for the
                Participant, his or her Spouse, children or other dependents,
                or

          (d)   the need to prevent eviction of the Employee from or a
                foreclosure on the mortgage of, the Employee's principal
                residence.







                                      36
<PAGE>   44
Furthermore, the following conditions must be met in order for a withdrawal to
be authorized:

          (e)   the Participant has obtained all distributions, other than
                hardship distributions, and all nontaxable loans under all
                plans maintained by the Employer,

          (f)   all plans maintained by the Employer, other than flexible
                benefit plans under Code Section 125 providing for current
                benefits, provide that the Employee's Elective Deferrals and
                Voluntary Contributions will be suspended for twelve months
                after the receipt of the Hardship distribution,

          (g)   the distribution is not in excess of the amount of the
                immediate and heavy financial need [(a) through (d) above],
                including amounts necessary to pay any federal, state or local
                income tax or penalties reasonably anticipated to result from
                the distribution, and

          (h)   all plans maintained by the Employer provide that an Employee
                may not make Elective Deferrals for the Employee'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 taxable year, less the amount of such
                Employee's pre-tax contributions for the taxable year of the
                Hardship distribution,

If a distribution is made at a time when a Participant has a nonforfeitable
right to less than 100% of the account balance derived from Employer
contributions and the Participant may increase the nonforfeitable percentage in
the account:

          (a)   A separate account will be established for the Participant's
                interest in the Plan as of the time of the distribution, and

          (b)   At any relevant time the Participant's nonforfeitable portion
                of the separate account will be equal to an amount ("X")
                determined by the formula:

                         X = P [AB + (R X D)] - (R X D)

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







                                      37
<PAGE>   45
                                  ARTICLE VII

                           DISTRIBUTION REQUIREMENTS

7.1 JOINT AND SURVIVOR ANNUITY REQUIREMENTS All distributions made under the
terms of this Plan must comply with the provisions of Article VIII including,
if applicable, the safe harbor provisions thereunder.

7.2 MINIMUM DISTRIBUTION REQUIREMENTS All distributions required under this
Article shall be determined and made in accordance with the minimum
distribution requirements of Code Section 401(a)(9) and the regulations
thereunder, including the minimum distribution incidental benefit rules found
at Regulations Section 1.401(a)(9)-2. The entire interest of a Participant must
be distributed or begin to be distributed no later than the Participant's
Required Beginning Date. Life expectancy and joint and last survivor lift
expectancy are computed by using the expected return multiples found in Tables
V and VI of Regulations Section 1.72-9.

7.3 LIMITS ON DISTRIBUTION PERIODS As of the First Distribution Calendar Year,
distributions if not made in a single-sum, may only be made over one of the
following periods (or a combination thereof):

          (a)   the life of the Participant,

          (b)   the life of the Participant and a Designated Beneficiary,

          (c)   a period certain not extending beyond the life expectancy of
                the participant, or

          (d)   a period certain not extending beyond the joint and last
                survivor expectancy of the Participant and a designated
                beneficiary.

7.4 REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE

          (a)   If a participant's benefit is to be distributed over (1) a
                period not extending beyond the life expectancy of the
                Participant or the joint life and last survivor expectancy of
                the Participant and the Participant's Designated Beneficiary or
                (2) a period not extending beyond the life expectancy of the
                Designated Beneficiary, the amount required to be distributed
                for each calendar year, beginning with distributions for the
                First Distribution Calendar Year, must at least equal the
                quotient obtained by dividing the Participant's benefit by the
                Applicable Life Expectancy

          (b)   For calendar years beginning before 1989, if the Participant's
                Spouse is not the Designated Beneficiary, the method of
                distribution selected must have assured that at least 50% of
                the Present Value of the amount available for distribution was
                to be paid within the life expectancy of the Participant.






                                      38
<PAGE>   46
          (c)   For calendar years beginning after 1988, the amount to be
                distributed each year. beginning with distributions for, the
                First Distribution Calendar Year shall not be less than the
                quotient obtained by dividing the Participant's benefit by the
                lesser of (I) the Applicable Life Expectancy or (2) if the
                Participant's Spouse is not the Designated Beneficiary, the
                applicable divisor determined from the table set forth in Q&A-4
                of Regulations Section 1 .401(a)(9)-2. Distributions after the
                death of the Participant shall be distributed using the
                Applicable Life Expectancy as the relevant divisor without
                regard to Regulations Section 1.401(a)(9)-2.

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

          (e)   If the Participant's benefit is distributed in the form of an
                annuity purchased from an insurance company, distributions
                thereunder shall be made in accordance with the requirements of
                Code Section 401(a)(9) and the Regulations thereunder,

          (f)   For purposes of determining the amount of the required
                distribution for each Distribution Calendar Year, the account
                balance to be used is the account balance determined as of the
                last valuation preceding the Distribution Calendar Year. This
                balance will be increased by the amount of any contributions or
                forfeitures allocated to the account balance after the
                valuation date in such preceding calendar year. Such balance
                will also be decreased by distributions made after the
                Valuation Date in such preceding Calendar Year.

          (g)   For purposes of subparagraph 7.4(f), if any portion of the
                minimum distribution for the First Distribution Calendar Year
                is made in the second Distribution Calendar Year on or before
                the Required Beginning Date, the amount of the minimum
                distribution made in the second Distribution Calendar Year
                shall be treated as if it had been made in the immediately
                preceding Distribution Calendar Year.

7.5   REQUIRED BEGINNING DATE

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

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






                                      39
<PAGE>   47

                (1)  Non-5-percent owners. The Required Beginning Date of a
                     Participant who is not a 5-percent owner is the first day
                     of April of the calendar year following the calendar year
                     in which the later of retirement or attainment of age
                     70-1/2 occurs. In the case of a Participant who is not a
                     5-percent owner who attains age 70-1/2 during 1988 and who
                     has not retired as of January 1, 1989, the Required
                     Beginning Date is April 1, 1990.

                (2)  5-percent owners. The Required Beginning Date of a
                     Participant who is a 5-percent owner during any year
                     beginning after 1979, is the first day of April following
                     the later of:

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

                     (ii) the earlier of the calendar year with or within which
                          ends the plan year in which the Participant becomes a
                          5-percent owner, or the calendar year in which the
                          Participant retires

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

          (d)   Once distributions have begun to a 5-percent owner under this
                paragraph, they must continue to be distributed, even if the
                Participant ceases to be a 5-percent owner in a subsequent
                year.

7.6 TRANSITIONAL RULE

          (a)   Notwithstanding the other requirements of this Article and
                subject to the requirements of Article VIII, Joint and Survivor
                Annuity Requirements, distribution on behalf of any Employee,
                including a 5-percent owner, may be made in accordance with all
                of the following requirements (regardless of when such
                distribution commences):

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

                (2)  The distribution is in accordance with a method of
                     distribution designated by the Employee whose interest in
                     the Trust is being distributed or, if the Employee is
                     deceased, by a beneficiary of such Employee.









                                      40
<PAGE>   48


                (3)  Such designation was in writing, was signed by the
                     Employee or the beneficiary, and was made before 1984.

                (4)  The Employee had accrued a benefit under the Plan as of
                     December 31, 1983.

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

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

          (c)   For any distribution which commences before 1984 but continues
                after 1983, the Employee or the beneficiary, to whom such
                distribution is being made, will be presumed to have designated
                the method of distribution under which the distribution is
                being made if the method of distribution was specified in
                writing and the distribution satisfies the requirements in
                subparagraphs (a)(l) and (5) above.

          (d)   If a designation is revoked, any subsequent distribution must
                satisfy the requirements of Code Section 40l(a)(9) and the
                regulations thereunder. If a designation is revoked subsequent
                to the date distributions are required to begin, the Trust must
                distribute by the end of the calendar year following the
                calendar year in which the revocation occurs the total amount
                not yet distributed which would have been required to have been
                distributed to satisfy Code Section 401(a)(9) and the
                regulations thereunder, but for the section 242(b)(2) election
                of the Tax Equity and Fiscal Responsibility Act of 1982. For
                calendar years beginning after 1988, such distributions must
                meet the minimum distribution incidental benefit requirements
                in section 1.40l(a)(9)-2 of the Income Tax Regulations. Any
                changes in the designation will be considered to be a
                revocation of the designation. However, the mere substitution
                or addition of another beneficiary (one not named in the
                designation) under the designation will not be considered to be
                a revocation of the designation, so long as such substitution
                or addition does not alter the period over which distributions
                are to be made under the designation, directly or indirectly
                (for example, by altering the relevant measuring life). In the
                case in which an amount is transferred or rolled over from one
                plan to another plan, the rules in Q&A J-2 and Q&A J-3 of the
                regulations shall apply.









                                      41
<PAGE>   49
7.7 DESIGNATION OF BENEFICIARY FOR DEATH BENEFIT Each Participant shall file a
written designation of beneficiary with the Employer upon qualifying for
participation in this Plan. Such designation shall remain in force until
revoked by the Participant by filing a new beneficiary form with the Employer.
The Participant may elect to have a portion of his or her account balance
invested in an insurance contract. If an insurance contract is purchased under
the Plan, the Trustee must be named as Beneficiary under the terms of the
contract. However, the Participant shall designate a Beneficiary to receive the
proceeds of the contract after settlement is received by the Trustee. Under a
profit-sharing plan satisfying the requirements of paragraph 8.7, the
Designated Beneficiary shall be the Participant's Surviving Spouse, if any,
unless such Spouse properly consents otherwise.

7.8 NONEXISTENCE OF BENEFICIARY Any portion of the amount payable hereunder
which is not disposed of because of the Participant's or former Participant's
failure to designate a beneficiary, or because all of the Designated
Beneficiaries predeceased the Participant, shall be paid to his or her Spouse.
If the Participant had no Spouse at the time of death, payment shall be made to
the personal representative of his or her estate in a lump sum.

7.9 DISTRIBUTION BEGINNING BEFORE DEATH If the Participant dies after
distribution of his or her interest has begun, the remaining portion of such
interest will continue to be distributed at least as rapidly as under the
method of distribution being used prior to the Participant's death.

7.10 DISTRIBUTION BEGINNING AFTER DEATH If the Participant dies before
distribution of his or her interest begins, distribution of the Participant's
entire interest shall be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death except to the
extent that an election is made to receive distributions in accordance with (a)
or (b) below:

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

          (b)   If the Designated Beneficiary is the Participant's surviving
                Spouse, the date distributions are required to begin in
                accordance with (a) above shall not be earlier than the later
                of (1) December 31 or the calendar year immediately following
                the calendar year in which the participant died or (2) December
                31 of the calendar year in which the Participant would have
                attained age 70-1/2.

If the Participant has not made an election pursuant to this paragraph 7.10 by
the time of his or her death, the Participant's Designated Beneficiary must
elect the method of distribution no later than the earlier of (1) December 31
of the calendar year in which distributions would be required to begin under
this section, or (2) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the participant. If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not elect a
method of distribution, then distribution of the Participant's entire interest
must be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.







                                      42
<PAGE>   50
For purposes of this paragraph if the Surviving Spouse dies after the
Participant, but before payments to such Spouse begin, the provisions of this
paragraph with the exception or paragraph (b) therein, shall be applied as if
the Surviving Spouse were the Participant. For the purposes of this paragraph
and paragraph 7.9, distribution of a Participant's interest is considered to
begin on the Participant's Required Beginning Date (or, if the preceding
sentence is applicable, the date distribution is required to begin to the
Surviving Spouse). If distribution in the form of an annuity described in
paragraph 7.4(e) irrevocably commences to the Participant before the Required
Beginning Date, the date distribution is considered to begin is the date
distribution actually commences.

For purposes of paragraph 7.9 and this paragraph, if an amount is payable to
either a minor or an individual who has been declared incompetent, the benefits
shall be paid to the legally appointed guardian for the benefit of said minor
or incompetent individual, unless the court which appointed the guardian has
ordered otherwise.

7.11 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

          (a)   Notwithstanding any other provision of the Plan, Excess
                Elective Deferrals plus any income and minus any loss allocable
                thereto, shall be distributed no later than April 15, 1988, and
                each April 15 thereafter, to Participants to whose accounts
                Excess Elective Deferrals were allocated for the preceding
                taxable year, and who claim Excess Elective Deferrals for such
                taxable year. Excess Elective Deferrals shall be treated as
                Annual Additions under the Plan, unless such amounts are
                distributed no later than the first April 15th following the
                close of the Participant's taxable year. A Participant is
                deemed to notify the Plan Administrator of any Excess Elective
                Deferrals that arise by taking into account only those Elective
                Deferrals made to this Plan and any other plans of this
                Employer.

          (b)   Furthermore, a Participant who participates in another plan
                allowing Elective Deferrals may assign to this Plan any Excess
                Elective Deferrals made during a taxable year of the
                Participant, by notifying the Plan Administrator of the amount
                of the Excess Elective Deferrals to be assigned. The
                Participant's claim shall be in writing; shall be submitted to
                the Plan Administrator not later than March 1 of each year;
                shall specify the amount of the Participant's Excess Elective
                Deferrals for the preceding taxable year; and shall be
                accompanied by the Participant's written statement that if such
                amounts are not distributed, such Excess Elective Deferrals,
                when added to amounts deferred under other plans or
                arrangements described in Code Sections 401(k), 408(k)
                [Simplified Employee Pensions], or 403(b) [annuity programs for
                public schools and charitable organizations] will exceed the
                $7,000 limit as adjusted under Code Section 415(d) imposed on
                the Participant by Code Section 402(g) for the year in which
                the deferral occurred.

          (c)   Excess Elective Deferrals shall be adjusted for any income or
                loss up to the end of the taxable year, during which such
                excess was deferred. Income or loss will be calculated under
                the method used to calculate investment earnings and losses
                elsewhere in the Plan.









                                      43
<PAGE>   51
          (d)   If the Participant receives a return of his or her Elective
                Deferrals, the amount of such contributions which are returned
                must be brought into the Employee's taxable income.

7.12 DISTRIBUTIONS OF EXCESS CONTRIBUTIONS

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

          (b)   Excess Contributions (including the amounts recharacterized)
                shall be treated as Annual Additions under the Plan.

          (c)   Excess Contributions shall be adjusted for any income or loss
                up to the end of the Plan Year. Income or loss will be
                calculated under the method used to calculate investment
                earnings and losses elsewhere in the Plan.

          (d)   Excess Contributions shall be distributed from the
                Participant's Elective Deferral account and Qualified Matching
                Contribution account (if applicable) in proportion to the
                Participant's Elective Deferrals and Qualified Matching
                Contributions (to the extent used in the ADP test) for the Plan
                Year. Excess Contributions shall be distributed from the
                Participant's Qualified Non-Elective Contribution account only
                to the extent that such Excess Contributions exceed the balance
                in the Participant's Elective Deferral account and Qualified
                Matching Contribution account.

7.13 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

          (a)   Notwithstanding any other provision of this Plan, Excess
                Aggregate Contributions, plus any income and minus any loss
                allocable thereto, shall be forfeited, if forfeitable, or if
                not forfeitable, distributed no later than the last day of each
                Plan Year to Participants to whose accounts such Excess
                Aggregate Contributions were allocated for the preceding Plan
                Year. Excess Aggregate Contributions shall be allocated to
                Participants who are subject to the Family Member aggregation
                rules of Code Section 414(q)(6) in the manner prescribed by the
                regulations.





                                      44
<PAGE>   52


                If such Excess Aggregate Contributions are distributed more than
                2-1/2 months after the last day of the Plan Year in which such
                excess amounts arose, a ten (10) percent excise tax will be
                imposed on the Employer maintaining the Plan with respect to
                those amounts. Excess Aggregate Contributions shall be treated
                as Annual Additions under the plan.

          (b)   Excess Aggregate Contributions shall be adjusted for any income
                or loss up to the end of the Plan Year. The income or loss
                allocable to Excess Aggregate Contributions is the sum of
                income or loss for the Plan Year allocable to the Participant's
                Voluntary Contribution account, Matching Contribution account
                (if any, and if all amounts therein are not used in the ADP
                test) and, if applicable, Qualified Non-Elective Contribution
                account and Elective Deferral account. Income or loss will be
                calculated under the method used to calculate investment
                earnings and losses elsewhere in the Plan.

          (c)   Forfeitures of Excess Aggregate Contributions may either be
                reallocated to the accounts of non-Highly Compensated Employees
                or applied to reduce Employer contributions, as elected by the
                employer in the Adoption Agreement.

          (d)   Excess Aggregate Contributions shall be forfeited if such
                amount is not vested. If vested, such excess shall be
                distributed on a prorata basis from the Participant's Voluntary
                Contribution account (and, if applicable, the Participant's
                Qualified Non-Elective Contribution account, Matching
                Contribution account, Qualified Matching Contribution account,
                or Elective Deferral account, or both).

7.14 DIRECT ROLLOVER OF BENEFITS Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a Participant's election under this
paragraph, for distributions made on or after January 1, 1993, a Participant
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 Participant in a Direct Rollover. Any
portion of a distribution which is not paid directly to an Eligible Retirement
Plan shall be distributed to the Participant. For purposes of this paragraph, a
Surviving Spouse or a Spouse or former Spouse who is an alternate payee under a
Qualified Domestic Relations Order as defined in Code Section 414(p), will be
permitted to elect to have any Eligible Rollover Distribution paid directly to
an individual retirement account (IRA) or an individual retirement annuity
(IRA).

If a distribution is one to which Section 401 (a)(11) and 417 of the Internal
Revenue Code do not apply, such distribution may commence less than 30 days
after the notice required under Section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:




                                      45
<PAGE>   53
          (a)   the Plan 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 nor
                to elect a distribution (and, if applicable, a particular
                distribution option), and

          (b)   the Participant, after receiving the notice, affirmatively
                elects a distribution

The Plan provisions otherwise applicable to distributions continue to apply to
Rollover and Transfer Contributions.









                                      46
<PAGE>   54
                                  ARTICLE VIII

                    JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1 APPLICABILITY OF PROVISIONS The provisions of this Article shall apply to
any Participant who is credited with at least one Hour of Service with the
Employer on or after August 23, 1984 and such other Participants as provided in
paragraph 8.8.

8.2 PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY Unless an optional form of
benefit is selected pursuant to a Qualified Election within the 90-day period
ending on the Annuity Starting Date, a married Participant's Vested Account
Balance will be paid in the form of a Qualified Joint and Survivor Annuity and
an unmarried Participant's Vested Account Balance will be paid in the form of a
life annuity. The Participant may elect to have such annuity distributed upon
attainment of the Early Retirement Age under the Plan.

8.3 PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY Unless an optional
form of benefit has been selected within the Election Period pursuant to a
Qualified Election, if a Participant dies before benefits have commenced then
the Participant's Vested Account Balance shall be paid in the form of an
annuity for the life of the Surviving Spouse. The Surviving Spouse may elect to
have such annuity distributed within a reasonable period after the
Participant's death.

A Participant who does not meet the age 35 requirement set forth in the
Election Period as of the end of any current Plan Year may make a special
qualified election to waive the qualified Pre-retirement Survivor Annuity for
the period beginning on the date of such election and ending on the first day
of the Plan Year in which the Participant will attain age 35. Such election
shall not be valid unless the Participant receives a written explanation of the
Qualified Pre-retirement Survivor Annuity in such terms as are comparable to
the explanation required under paragraph 8.5. Qualified Pre-retirement Survivor
Annuity coverage will be automatically reinstated as of the first day of the
Plan Year in which the Participant attains age 35. Any new waiver on or after
such date shall be subject to the full requirements of this Article.

8.4 QUALIFIED ELECTION A Qualified Election is an election to either waive a
Qualified Joint and Survivor Annuity or a qualified pre-retirement survivor
annuity. Any such election shall not be effective unless

          (a)   the Participant's Spouse consents in writing to the election;

          (b)   the election designates a specific beneficiary, including any
                class of beneficiaries or any contingent beneficiaries, which
                may not be changed without spousal consent (or the Spouse
                expressly permits designations by the Participant without any
                further spousal consent),

          (c)   the Spouse's consent acknowledges the effect of the election;
                and

          (d)   the Spouse's consent is witnessed by a Plan representative or
                notary public.



                                      47
<PAGE>   55
Additionally, a Participant's waiver of the Qualified Joint and Survivor
Annuity shall not be effective unless the election designates a form of benefit
payment which may not be changed without spousal consent (or the Spouse
expressly permits designations by the Participant without any further spousal
consent). If it is established to the satisfaction of the Plan Administrator
that there is no Spouse or that the Spouse cannot be located, a waiver will be
deemed a Qualified. Election. Any consent by a Spouse obtained under this
provision (or establishment that the consent of a Spouse may not be obtained)
shall be effective only with respect to such Spouse. A consent that permits
designations by the Participant without any requirement of further consent by
such Spouse must acknowledge that the Spouse has the right to limit consent to
a specific beneficiary, and a specific form of benefit where applicable, and
that the Spouse voluntarily elects to relinquish either or both of such rights.
A revocation of a prior waiver may be made by a Participant without the consent
of the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision
shall be valid unless the Participant has received notice as provided in
paragraphs 8.5 and 8.6 below.

8.5 NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY In the case of
a Qualified Joint and Survivor Annuity, the Plan Administrator shall, no less
than 30 days and no more than 90 days prior to the Annuity Starting date,
provide each Participant a written explanation of:

          (a)   the terms and conditions of a Qualified Joint and Survivor
                Annuity,

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

          (c)   the rights of a Participant's Spouse; and

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

8.6 NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY In the
case of a qualified pre-retirement survivor annuity as described in paragraph
8.3, the Plan Administrator shall provide each Participant within the
applicable period for such Participant a written explanation of the qualified
pre-retirement survivor annuity in such terms and in such manner as would be
comparable to the explanation provided for meeting the requirements of
paragraph 8.5 applicable to a Qualified Joint and Survivor Annuity. The
applicable period for a Participant is whichever of the following periods ends
last:

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

          (b)   a reasonable period ending after the individual becomes a
                Participant;

          (c)   a reasonable period ending after this Article first applies to
                the Participant. Notwithstanding the foregoing, notice must be
                provided within a reasonable period ending after separation
                from Service in the case of a Participant who separates from
                Service before attaining age 35.



                                      48
<PAGE>   56
For purposes of applying the preceding paragraph, a reasonable period ending
after the events described in (b) and (c) is the end of the two-year period
beginning one-year prior to the date the applicable event occurs, and ending
one-year after that date. In the case of a Participant who separates from
Service before the Plan Year in which age 35 is attained, notice shall be
provided within the two-year period beginning one year prior to separation and
ending one year after separation. If such a Participant subsequently returns to
employment with the Employer, the applicable period for such Participant shall
be re-determined

8.7 SPECIAL SAFE-HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING PLANS

          (a)   This paragraph shall apply to a Participant in a profit-sharing
                plan, and to any distribution, made on or after the first day
                of the first plan year beginning after 1988, from or under a
                separate account attributable solely to Qualified Voluntary
                contributions, as maintained on behalf of a Participant in a
                money purchase pension plan, (including a target benefit plan)
                if the following conditions are satisfied:

                (1)  the Participant does not or cannot elect payments in the
                     form of a life annuity; and

                (2)  on the death of a Participant, the Participant's Vested
                     Account Balance will be paid to the Participant's
                     Surviving Spouse, but if there is no Surviving Spouse, or
                     if the Surviving Spouse has consented in a manner
                     conforming to a Qualified Election, then to the
                     Participant's Designated Beneficiary.

                The Surviving Spouse may elect to have distribution of the
                Vested Account Balance commence within the 90-Day period
                following the date of the Participant's death. The account
                balance shall be adjusted for gains or losses occurring after
                the Participant's death in accordance with the provisions of the
                Plan governing the adjustment of account balances for other
                types of distributions. These safe-harbor rules shall not be
                operative with respect to a Participant in a profit-sharing plan
                if that plan is a direct or indirect transferee of a Defined
                Benefit Plan, money purchase plan, a target benefit plan, stock
                bonus plan, or profit-sharing plan which is subject to the
                survivor annuity requirements of Code Section 401(a)(l 1) and
                Code Section 417, and would therefore have a Qualified Joint and
                Survivor Annuity as its normal form of benefit.

          (b)   The Participant may waive the spousal death benefit described
                in this paragraph at any time provided that no such waiver
                shall be effective unless it satisfies the conditions
                (described in paragraph 8.4) that would apply to the
                Participant's waiver of the Qualified Pre-Retirement Survivor
                Annuity.

          (c)   If this paragraph 8.7 is operative, then all other provisions
                of this Article other than paragraph 8.8 are inoperative.



                                      49
<PAGE>   57
8.8 TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES Special transition rules
apply to Participants who were not receiving benefits on August 23, 1984.

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

          (b)   Any living Participant not receiving benefits on August 23,
                1984, who was credited with at least one Hour of Service under
                this Plan or a predecessor Plan on or after September 2, 1974,
                and who is not otherwise credited with any Service in a Plan
                Year beginning on or after January 1, 1976, must be given the
                opportunity to have his or her benefits paid in accordance with
                paragraph 8.9.

          (c)   The respective opportunities to elect [as described in (a) and
                (b) above must be afforded to the appropriate Participants
                during the period commencing on August 23, 1984 and ending on
                the date benefits would otherwise commence to said
                Participants.

8.9 AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY Any
Participant who has elected pursuant to paragraph 8.8(b) and any Participant
who does not elect under paragraph 8.8(a) or who meets the requirements of
paragraph 8.8(a), except that such Participant does not have at least 10 years
of vesting Service when he or she separates from Service, shall have his or her
benefits distributed in accordance with all of the following requirements if
benefits would have been payable in the form of a life annuity.

          (a)   Automatic Joint and Survivor Annuity. If benefits in the form
                of a life annuity become payable to a married Participant who:

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

                (2)  dies on or after Normal Retirement Age while still working
                     for the Employer, or

                (3)  begins to receive payments on or after the Qualified Early
                     Retirement Age, or

                (4)  separates from Service on or after attaining Normal
                     Retirement (or the Qualified Early Retirement Age) and
                     after satisfying the eligibility requirements for the
                     payment of benefits under the Plan and thereafter dies
                     before beginning to receive such benefits, then such
                     benefits will be received under this






                                      50
<PAGE>   58
                     Plan in the form of a Qualified Joint and Survivor Annuity,
                     unless the Participant has elected otherwise during the
                     Election Period. The Election Period must begin at least 6
                     months before the Participant attains Qualified Early
                     Retirement Age and end not more than 90 days before the
                     commencement of benefits. Any election will be in writing
                     and may be changed by the Participant at any time.

          (b)   Election of Early Survivor Annuity. A Participant who is
                employed after attaining the Qualified Early Retirement Age
                will be given the opportunity to elect, during the Election
                Period, to have a survivor annuity payable on death. If the
                Participant elects the survivor annuity, payments under such
                annuity must not be less than the payments which would have
                been made to the Spouse under the Qualified Joint and Survivor
                Annuity if the Participant had retired on the day before his or
                her death. Any election under this provision will be in writing
                and may be changed by the Participant at any time. The Election
                Period begins on the later of:

                     (1)  the 90th day before the Participant attains the
                          Qualified Early Retirement Age, or

                     (2)  the date on which participation begins,

                and ends on the date the Participant terminates employment.

8.10 ANNUITY CONTRACTS Any annuity contract distributed under this Plan must be
nontransferable. The terms of any annuity contract purchased and distributed by
the Plan to a Participant or Spouse shall comply with the requirements of this
Plan.





                                      51
<PAGE>   59
                                   ARTICLE IX

                                    VESTING

9.1 EMPLOYEE CONTRIBUTIONS A Participant shall always have a 100% vested and
nonforfeitable interest in his or her Elective Deferrals, Voluntary
Contributions, Qualified Voluntary Contributions, Rollover Contributions, and
Transfer Contributions plus the earnings thereon. No forfeiture of Employer
related contributions (including any minimum contributions made under paragraph
14.2) will occur solely as a result of an Employee's withdrawal of any Employee
contributions.

9.2 EMPLOYER CONTRIBUTIONS A Participant shall acquire a vested and
nonforfeitable interest in his or her account attributable to Employer
contributions in accordance with the table selected in the Adoption Agreement,
provided that if a Participant is not already fully vested, he or she shall
become so upon attaining Normal Retirement Age, Early Retirement Age, on death
prior to normal retirement, on retirement due to Disability, or on termination
of the Plan.

9.3 COMPUTATION PERIOD The computation period for purposes of determining Years
of Service and Breaks in Service for purposes of computing a Participant's
nonforfeitable right to his or her account balance derived from Employer
contributions shall be determined by the Employer in the Adoption Agreement. In
the event a former Participant with no vested interest in his or her Employer
contribution account requalifies for participation in the Plan after incurring
a Break in Service, such Participant shall be credited for vesting with all
pre-break and post-break Service.

9.4 REQUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE The
account balance of such Participant shall consist of any undistributed amount
in his or her account as of the date of re-employment plus any future
contributions added to such account plus the investment earnings on the
account. The Vested Account Balance of such Participant shall be determined by
multiplying the Participant's account balance (adjusted to include any
distribution or redeposit made under paragraph 6.3) by such Participant's
vested percentage. All Service of the Participant, both prior to and following
the break, shall be counted when computing the Participant's vested percentage.

9.5 REQUALIFICATION AFTER FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE If such
Participant is not fully vested upon re-employment, a new account shall be
established for such Participant to separate his or her deferred vested and
nonforfeitable account, if any, from the account to which new allocations will
be made. The Participant's deferred account to the extent remaining shall be
fully vested and shall continue to share in earnings and losses of the Fund.
When computing the Participant's vested portion of the new account, all
pre-break and post-break Service shall be counted. However, notwithstanding
this provision, no such former Participant who has had five consecutive
one-year Breaks in Service shall acquire a larger vested and nonforfeitable
interest in his or her prior account balance as a result of requalification
hereunder.

9.6 CALCULATING VESTED INTEREST A Participant's vested and nonforfeitable
interest shall be calculated by multiplying the fair market value of his or her
account attributable to Employer contributions on the Allocation Date preceding
distribution by the decimal equivalent of the vested percentage as of his or
her termination date. The amount attributable to Employer contributions for
purposes of the calculation includes amounts previously paid out pursuant to
paragraph 6.3 and





                                      52
<PAGE>   60


not repaid. The Participant's vested and nonforfeitable interest, once
calculated above, shall be reduced to reflect those amounts previously paid out
to the Participant and not repaid by the Participant. The Participant's vested
and nonforfeitable interest so determined shall continue to share in the
investment earnings and any increase or decrease in the fair market value of
the Fund up to the Allocation Date preceding or coinciding with payment.

9.7 FORFEITURES Any balance in the account of a Participant who has separated
from Service to which he or she is not entitled under the foregoing provisions,
shall be forfeited and applied as provided in the Adoption Agreement. A
forfeiture may only occur if the Participant has received a distribution from
the Plan or if the Participant has incurred five consecutive 1-year Breaks in
Service. Furthermore, a Highly Compensated Employee's Matching Contributions
may be forfeited, even if vested, if the contributions to which they relate are
Excess Deferrals, Excess Contributions or Excess Aggregate Contributions.


9.8 AMENDMENT OF VESTING SCHEDULE No amendment to the Plan shall have the
effect of decreasing a Participant's vested interest determined without regard
to such amendment as of the later of the date such amendment is adopted or the
date it becomes effective. Further, if the vesting schedule of the Plan is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of any Participant's nonforfeitable percentage or if the Plan
is deemed amended by an automatic change to or from a Top-Heavy vesting
schedule, each Participant with at least three Years of Service with the
Employer may elect, within a reasonable period after the adoption of the
amendment, to have his or her nonforfeitable percentage computed under the Plan
without regard to such amendment. For Participants who do not have at least one
Hour of Service in any Plan Year beginning after 1988, the preceding sentence
shall be applied by substituting "Five Years of Service" for "Three Years of
Service" where such language appears. The period during which the ejection may
be made shall commence with the date the amendment is adopted and shall end on
the later of:

          (a)   60 days after the amendment is adopted

          (b)   60 days after the amendment becomes effective; or

          (c)   60 days after the Participant is issued written notice of the
                amendment by the Employer or the Trustee/Custodian. If the
                Trustee/Custodian is asked to so notify, the Fund will be
                charged for the costs thereof.

No amendment to the Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit. Notwithstanding the
preceding sentence, a Participant's account balance may be reduced to the
extent permitted under section 412(c)(8) of the Code (relating to financial
hardships). For purposes of this paragraph, a Plan amendment which has the
effect of decreasing a Participant's account balance or eliminating an optional
form of benefit, with respect to benefits attributable to service before the
amendment, shall be treated as reducing an accrued benefit.

9.9 SERVICE WITH CONTROLLED GROUPS All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)], trades or
businesses under common control [as defined in Code Section 414(c)], or members
of an affiliated service group [as defined in Code Section 414(m)] shall be
considered for purposes of determining a Participant's nonforfeitable
percentage.







                                      53
<PAGE>   61
                                   ARTICLE X

                           LIMITATIONS ON ALLOCATIONS
                         AND ANTIDISCRIMINATION TESTING

10.1 PARTICIPATION IN THIS PLAN ONLY If the Participant does not participate in
and has never participated in another qualified plan, a Welfare Benefit Fund
(as defined in paragraph 1.89) or an individual medical account, as defined in
Code Section 415(1)(2), maintained by the adopting Employer, which provides an
Annual Addition as defined in paragraph 1.4, the amount of Annual Additions
which may be credited to the Participant's account for any Limitation Year will
not exceed the lesser of the Maximum Permissible Amount or any other limitation
contained in this Plan. If the Employer contribution that would otherwise be
contributed or allocated to the Participant's account would cause the Annual
Additions for the Limitation Year to exceed the Maximum Permissible Amount, the
amount contributed or allocated will be reduced so that the Annual Additions
for the Limitation Year will equal the Maximum Permissible Amount. Prior to
determining the Participant's actual Compensation for the Limitation Year, the
Employer may determine the Maximum Permissible Amount for a Participant on the
basis of a reasonable estimate of the Participant's Compensation for the
Limitation Year, uniformly determined for all Participants similarly situated.
As soon as is administratively feasible after the end of the Limitation Year,
the Maximum Permissible Amount for the Limitation Year will be determined on
the basis of the Participant's actual Compensation for the Limitation Year.

10.2 DISPOSITION OF EXCESS ANNUAL ADDITIONS If pursuant to paragraph 10.1 or as
a result of the allocation of forfeitures, there is an Excess Amount, the
excess will be disposed of under one of the following methods as determined in
the Adoption Agreement. If no election is made in the Adoption Agreement then
method "(a)" below shall apply.

          (a)   Suspense Account Method

                (1)  Any nondeductible Employee Voluntary, Required Voluntary
                     Contributions and unmatched Elective Deferrals to the
                     extent they would reduce the Excess Amount will be
                     returned to the Participant. To the extent necessary to
                     reduce the Excess Amount, non-Highly Compensated Employees
                     will have all Elective Deferrals returned whether or not
                     there was a corresponding match.

                (2)  If after the application of paragraph (1) an Excess Amount
                     still exists, and the Participant is covered by the Plan
                     at the end of the Limitation Year, the Excess Amount in
                     the Participant's account will be used to reduce Employer
                     contributions (including any allocation of forfeitures)
                     for such Participant in the next Limitation Year, and each
                     succeeding Limitation Year if necessary.







                                      54
<PAGE>   62
                (3)  If after the application of paragraph (1) an Excess Amount
                     still exists, and the Participant is not covered by the
                     Plan at the end of the Limitation Year, the Excess Amount
                     will be held unallocated in a suspense account. The
                     suspense account will be applied to reduce future Employer
                     contributions (including allocation of any forfeitures)
                     for all remaining Participants in the next Limitation
                     Year, and each succeeding Limitation Year if necessary.

                (4)  If a suspense account is in existence at any time during
                     the Limitation Year pursuant to this paragraph, it will
                     not participate in the allocation of investment gains and
                     losses. If a suspense account is in existence at any time
                     during a particular Limitation Year, all amounts in the
                     suspense account must be allocated and reallocated to
                     Participants' accounts before any Employer contributions
                     or any Employee Contributions may be made to the Plan for
                     that Limitation Year. Excess amounts may not be
                     distributed to Participants or former Participants.

          (b)   Spillover Method

                (1)  Any nondeductible Employee Voluntary, Required Voluntary
                     Contributions and unmatched Elective Deferrals to the
                     extent they would reduce the Excess Amount will be
                     returned to the Participant. To the extent necessary to
                     reduce the Excess Amount, non-Highly Compensated Employees
                     will have all Elective Deferrals returned whether or not
                     there was a corresponding match.

                (2)  Any Excess Amount which would be allocated to the account
                     of an individual Participant under the Plan's allocation
                     formula will be reallocated to other Participants in the
                     same manner as other Employer contributions. No such
                     reallocation shall be made to the extent that it will
                     result in an Excess Amount being created in such
                     Participant's own account.

                (3)  To the extent that amounts cannot be reallocated under (1)
                     above, the suspense account provisions of (a) above will
                     apply.

10.3 PARTICIPATION IN THIS PLAN AND ANOTHER MASTER AND PROTOTYPE DEFINED
CONTRIBUTION PLAN, WELFARE BENEFIT FUND OR INDIVIDUAL MEDICAL ACCOUNT
MAINTAINED BY THE EMPLOYER The Annual Additions which may be credited to a
Participant's account under this Plan for any Limitation Year will not exceed
the Maximum Permissible Amount reduced by the Annual Additions credited to a
Participant's account under the other Master or Prototype Defined Contribution
Plans, Welfare Benefit Funds, and individual medical accounts as defined in
Code Section 415(l)(2), maintained by the Employer, which provide an Annual
Addition as defined in paragraph 1.4 for the same Limitation Year. If the
Annual Additions, with respect to the Participant under other Defined
Contribution Plans and Welfare Benefit Funds maintained by the Employer, are
less than the Maximum Permissible










                                      55
<PAGE>   63
Amount and the Employer contribution that would otherwise be contributed or
allocated to the Participant's account under this Plan would cause the Annual
Additions for the Limitation Year to exceed this limitation, the amount
contributed or allocated will be reduced so that the Annual Additions under all
such plans and funds for the Limitation Year will equal the Maximum Permissible
Amount. If the Annual Additions with respect to the Participant under such
other Defined Contribution Plans and Welfare Benefit Funds in the aggregate are
equal to or greater than the Maximum Permissible Amount, no amount will be
contributed or allocated to the Participant's account under this Plan for the
Limitation Year. Prior to determining the Participant's actual Compensation for
the Limitation Year, the Employer may determine the Maximum Permissible Amount
for a Participant in the manner described in paragraph 10.1. As soon as
administratively feasible after the end of the Limitation Year, the Maximum
Permissible Amount for the Limitation Year will be determined on the basis of
the Participant's actual Compensation for the Limitation Year.

10.4 DISPOSITION OF EXCESS ANNUAL ADDITIONS UNDER TWO PLANS If, pursuant to
paragraph 10.3 or as a result of forfeitures, a Participant's Annual Additions
under this Plan and such other plans would result in an Excess Amount for a
Limitation Year, the Excess Amount will be deemed to consist of the Annual
Additions last allocated except that Annual Additions attributable to a Welfare
Benefit Fund or Individual Medical Account as defined in Code Section 415(l)(2)
will be deemed to have been allocated first regardless of the actual allocation
date. If an Excess Amount was allocated to a Participant on an allocation date
of this Plan which coincides with an allocation date of another plan, the
Excess Amount attributed to this Plan will be the product of:

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

         (b)    the ratio of:

                (1)  the Annual Additions allocated to the Participant for the
                     Limitation Year as of such date under the Plan, to

                (2)  the total Annual Additions allocated to the Participant
                     for the Limitation Year as of such date under this and all
                     the other qualified Master or Prototype Defined
                     Contribution Plans.

Any Excess Amount attributed to this Plan will be disposed of in the manner
described in paragraph 10.2.

10.5 PARTICIPATION IN THIS PLAN AND ANOTHER DEFINED CONTRIBUTION PLAN WHICH IS
NOT A MASTER OR PROTOTYPE PLAN If the Participant is covered under another
qualified Defined Contribution Plan maintained by the Employer which is not a
Master or Prototype Plan, Annual Additions which may he credited to the
Participant's account under this Plan for any Limitation Year will be limited
in accordance with paragraphs 10.3 and 10.4 as though the other plan were a
Master or Prototype Plan, unless the Employer provides other limitations in the
Adoption Agreement.



                                      56
<PAGE>   64
10.6 PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT PLAN If the Employer
maintains, or at any time maintained, a qualified Defined Benefit Plan covering
any Participant in this Plan, the sum of the Participant's Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction will not exceed 1.0 in any
Limitation Year. For any Plan Year during which the Plan is Top-Heavy, the
Defined Benefit and Defined Contribution Plan Fractions shall be calculated in
accordance with Code Section 416(h). The Annual Additions which may be credited
to the Participant's account under this Plan for any Limitation Year will be
limited in accordance with the provisions set forth in the Adoption Agreement.

10.7 AVERAGE DEFERRAL PERCENTAGE (A DP) TEST With respect to any Year, the
Average Deferral Percentage for Participants who are Highly Compensated
Employees and the Average Deferral Percentage for Participants who are Highly
Compensated Employees must satisfy one of the following tests:

          (a)   BASIC TEST - The Average Deferral Percentage for Participants
                who are Highly Compensated Employees for the Plan Year is not
                more than 1.25 times the Average Deferral Percentage f for
                Participants who are non-Highly Compensated Employees for the
                same Plan Year, or

          (b)   ALTERNATIVE TEST - The Average Deferral Percentage for
                Participants who are Highly Compensated Employees for the Plan
                Year does not exceed the Average Deferral Percentage for
                Participants who are non-Highly Compensated Employees for the
                same Plan Year by more than 2 percentage points provided that
                the Average Deferral Percentage for Participants who are Highly
                Compensated Employees is not more than 2.0 times the Average
                Deferral Percentage for Participants who are non-Highly
                Compensated Employees.

10.8 SPECIAL RULES RELATING TO APPLICATION OF ADP TEST

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









                                      57
<PAGE>   65
          (b)   In the event that this Plan satisfies the requirements of Code
                Sections 401(k), 401(a)(4), or 410(b), only if aggregated with
                one or more other plans, or if one or more other plans satisfy
                the requirements of such Code Sections only if aggregated with
                this Plan, then this Section shall be applied by determining
                the Actual Deferral Percentage of Employees as if all such
                plans were a single plan. For Plan Years beginning after 1989,
                plans may be aggregated in order to satisfy Code Section 401(k)
                only if they have the same Plan Year.

          (c)   For purposes of determining the Actual Deferral Percentage of a
                Participant who is a 5-percent owner or one of the ten most
                highly-paid Highly Compensated Employees, the Elective
                Deferrals (and Qualified Non-Elective Contributions or
                Qualified Matching Contributions, or both, if treated as
                Elective Deferrals for purposes of the ADP test) and
                Compensation of such Participant shall include the Elective
                Deferrals (and, if applicable, Qualified Non-Elective
                Contributions and Qualified Matching Contributions, or both)
                for the Plan Year of Family Members as defined in paragraph
                1.36 of this Plan. Family Members, with respect to such Highly
                Compensated Employees, shall be disregarded as separate
                Employees in determining the ADP both for Participants who are
                non-Highly Compensated Employees and for Participants who are
                Highly Compensated Employees. In the event of repeal of the
                family aggregation rules under Code Section 414(q)(6), all
                applications of such rules under this Plan will cease as of the
                effective date of such repeal.

          (d)   For purposes of determining the ADP test, Elective Deferrals,
                Qualified Non-Elective Contributions and Qualified Matching
                Contributions must be made before the last day of the
                twelve-month period immediately following the Plan Year to
                which contributions relate.

          (e)   The Employer shall maintain records sufficient to demonstrate
                satisfaction of the ADP test and the amount of Qualified
                Non-Elective Contributions or Qualified Matching Contributions,
                or both, used in such test.

          (f)   The determination and treatment of the Actual Deferral
                Percentage amounts of any Participant shall satisfy such other
                requirements as may be prescribed by the Secretary of the
                Treasury.

10.9 RECHARACTERIZATION If the Employer allows for Voluntary Contributions in
the Adoption Agreement, a Participant may treat his or her Excess Contributions
as an amount distributed to the Participant and then contributed by the
Participant to the Plan. Recharacterized amounts will remain nonforfeitable and
subject to the same distribution requirements as Elective Deferrals. Amounts
may not be recharacterized by a Highly Compensated Employee to the extent that
such amount in combination with other Employee Contributions made by that
Employee would exceed any stated limit under the Plan on Voluntary
Contributions. Recharacterization must









                                      58
<PAGE>   66
occur no later than two and one-half months after the last day of the Plan Year
in which such Excess Contributions arose and is deemed to occur no earlier than
the date the last Highly Compensated Employee is informed in writing of the
amount recharacterized and the consequences thereof. Recharacterized amounts
will be taxable to the Participant for the Participant's tax year in which the
Participant would have received them in cash.

10.10 AVERAGE CONTRIBUTION PERCENTAGE (ACP) TEST If the Employer makes Matching
Contributions or if the Plan allows Employees to make Voluntary Contributions,
the Plan must meet additional nondiscrimination requirements provided under
Code Section 401(m). If Employee Contributions (including any Elective
Deferrals recharacterized as Voluntary Contributions) are made pursuant to this
Plan, then in addition to the ADP test referenced in paragraph 10.7, the
Average Contribution Percentage test is also applicable. The Average
Contribution Percentage for Participants who are Highly Compensated Employees
for each Plan Year and the Average Contribution Percentage for Participants who
are Non-Highly Compensated Employees for the same Plan Year must satisfy one of
the following tests:

          (a)   BASIC TEST - The Average Contribution Percentage for
                Participants who are Highly Compensated Employees for the Plan
                Year shall not exceed the Average Contribution Percentage for
                Participants who are non-Highly Compensated Employees for the
                same Plan Year multiplied by 1.25; or

          (b)   ALTERNATIVE TEST - The ACP for Participants who are Highly
                Compensated Employees for the Plan Year shall not exceed the
                Average Contribution Percentage for Participants who are
                non-Highly Compensated Employees for the same Plan Year
                multiplied by two (2), provided that the Average Contribution
                Percentage for Participants who are Highly Compensated
                Employees does not exceed the Average Contribution Percentage
                for participants who are non-Highly Compensated Employees by
                more than two (2) percentage- points.

10.11 SPECIAL RULES RELATING TO APPLICATION OF ACP TEST

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








                                      59
<PAGE>   67
          (b)   For purposes of this Article, the Contribution Percentage for
                any Participant who is a Highly Compensated Employee and who is
                eligible to have Contribution Percentage Amounts allocated to
                his or her account under two or more plans described in Code
                Section 401(a), or arrangements described in Code Section
                401(k) that are maintained by the Employer, shall be determined
                as if the total of such Contribution Percentage Amounts was
                made under each Plan. If a Highly Compensated Employee
                participates in two or more cash or deferred arrangements that
                have different plan years, all cash or deferred arrangements
                ending with or within the same calendar year shall be treated
                as a single arrangement.

          (c)   In the event that this Plan satisfies the requirements of Code
                Sections 401(a)(4), 401(m), or 410(b) only if aggregated with
                one or more other plans, or if one or more other plans satisfy
                the requirements of such Code Sections only if aggregated with
                this Plan, then this Section shall be applied by determining
                the Contribution Percentage of Employees as if all such plans
                were a single plan. For plan years beginning after 1989, plans
                may be aggregated in order to satisfy Code Section 401(m) only
                if the aggregated plans have the same Plan Year.

          (d)   For purposes of determining the Contribution percentage of a
                Participant who is a five-percent owner or one of the ten most
                highly-paid, Highly Compensated Employees, the Contribution
                Percentage Amounts and Compensation of such Participant shall
                include the Contribution Percentage Amounts and Compensation
                for the Plan Year of Family Members as defined in Paragraph
                1.36 of this Plan. Family Members, with respect to Highly
                Compensated Employees, shall be disregarded as separate
                Employees in determining the Contribution Percentage both for
                Participants who are non-Highly Compensated Employees and for
                Participants who are Highly Compensated Employees. In the event
                of repeal of the family aggregation rules under Code Section
                414(q)(6), all applications of such rules under this Plan will
                cease as of the effective date of such repeal.

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

          (f)   The Employer shall maintain records sufficient to demonstrate
                satisfaction of the ACP test and the amount of Qualified
                Non-Elective Contributions or Qualified Matching Contributions,
                or both, used in such test.

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

          (h)   Qualified Matching Contributions and Qualified Non-Elective
                Contributions used to satisfy the ADP test may not be used to
                satisfy the ACP test.






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                                   ARTICLE XI

                                 ADMINISTRATION

11.1 PLAN ADMINISTRATOR The Employer shall be the named fiduciary and Plan
Administrator. These duties shall include:

          (a)   appointing the Plan's attorney, accountant, actuary, or any
                other party needed to administer the Plan,

          (b)   directing the Trustee/Custodian with respect to payments from
                the Fund,

          (c)   communicating with Employees regarding their participation and
                benefits under the Plan, including the administration of all
                claims procedures,

          (d)   filing any returns and reports with the Internal Revenue
                Service, Department of Labor, or any other governmental agency,

          (e)   reviewing and approving any financial reports, investment
                reviews, or other reports prepared by any party appointed by
                the Employer under paragraph (a),

          (f)   establishing a funding policy and investment objectives
                consistent with the purposes of the Plan and the Employee
                Retirement Income Security Act of 1974, and

          (g)   construing and resolving any question of Plan interpretation.
                The Plan Administrator's interpretation of Plan provisions
                including eligibility and benefits under the Plan is final, and
                unless it can be shown to be arbitrary and capricious will not
                be subject to "de novo" review.

11.2 TRUSTEE/CUSTODIAN The Trustee/Custodian shall be responsible for the
administration of investments held in the Fund. These duties shall include:

          (a)   receiving contributions under the terms of the Plan,

          (b)   making distributions from the Fund in accordance with written
                instructions received from an authorized representative of the
                Employer,

          (c)   keeping accurate records reflecting its administration of the
                Fund and making such records available to the Employer for
                review and audit. Within 90 days after each Plan Year, and
                within 90 days after its removal or resignation, the
                Trustee/Custodian shall file with the Employer an accounting of
                its administration of the Fund during such year or from the end
                of the preceding Plan Year to the date of removal or
                resignation. Such accounting shall include a statement of cash
                receipts and disbursements since the date of its last
                accounting and shall contain an asset list showing the fair
                market value of investments held in the Fund as of the end of
                the Plan Year. The value of marketable investments




                                      61
<PAGE>   69

                shall be determined using the most recent price quoted on a
                national securities exchange or over the counter market. The
                value of non-marketable investments shall be determined in the
                sole judgment of the Trustee/Custodian which determination shall
                be binding and conclusive. The value of investments in
                securities or obligations of the Employer in which there is no
                market shall be determined in the sole judgment of the Employer
                and the Trustee/Custodian shall have no responsibility with
                respect to the valuation of such assets. The Employer shall
                review the Trustee/Custodian's accounting and notify the
                Trustee/Custodian in the event of its disapproval of the report
                within 90 days, providing the Trustee/Custodian with a written
                description of the items in question. The Trustee/Custodian
                shall have 60 days to provide the Employer with a written
                explanation of the items in question. If the Employer again
                disapproves, the Trustee/Custodian shall file its accounting in
                a court of competent jurisdiction for audit and adjudication,
                and

          (d)   employing such agents, attorneys or other professionals as the
                Trustee may deem necessary or advisable in the performance of
                its duties.

The Trustee's/Custodian's duties shall be limited to those described above. The
Employer shall be responsible for any other administrative duties required
under Plan or by applicable law.

11.3 RECORDKEEPER The Recordkeeper, if retained shall be responsible for
maintaining Plan administrative records. The Recordkeeper's duties shall
include but are not limited to:

          (a)   transmitting Employer directives, as agent of the Employer, to
                the Trustee,

          (b)   keeping accurate records reflecting the administration of the
                Fund,

          (c)   making such records available to the Employer for review and
                audit,

          (d)   accounting of any loans made to Participants, and

          (e)   any and all duties agreed upon between the Employer and
                Recordkeeper.

11.4 ADMINISTRATIVE FEES AND EXPENSES All reasonable costs, charges and
expenses incurred by the Trustee/Custodian in connection with the
administration of the Fund and all reasonable costs, charges and expenses
incurred by the Plan Administrator in connection with the administration of the
Plan (including fees for legal services rendered to the Trustee/Custodian or
Plan Administrator) may be paid by the Employer, but if not paid by the
Employer when due, shall be paid from the Fund. Such reasonable compensation to
the Trustee/Custodian as may be agreed upon from time to time between the
Employer and the Trustee/Custodian and such reasonable compensation to the Plan
Administrator as may be agreed upon from time to time between the Employer and
Plan Administrator may be paid by the Employer,






                                      62
<PAGE>   70
but if not paid by the Employer when due shall be paid by the Fund. The Trustee
shall have the right to liquidate trust assets to cover its fees.
Notwithstanding the foregoing, no compensation other than reimbursement for
expenses shall be paid to a Plan Administrator who is the Employer or a
full-time Employee of the Employer. In the event any part of the
Trust/Custodial Account becomes subject to tax, all taxes incurred will be paid
from the Fund unless the Plan Administrator advises the Trustee/Custodian not
to pay such tax.

11.5 DIVISION OF DUTIES AND INDEMNIFICATION

          (a)   The Trustee/Custodian shall have the authority and discretion
                to manage and govern the Fund to the extent provided in this
                instrument, but does not guarantee the Fund in any manner
                against investment loss or depreciation in asset value, or
                guarantee the adequacy of the Fund to meet and discharge all
                any liabilities of the Plan.

          (b)   The Trustee/Custodian shall not be liable for the making,
                retention or sale of any investment or reinvestment made by it,
                as herein provided, or for any other loss to, or diminution of
                the Fund, or for any other loss or damage which may result from
                the discharge of its duties hereunder except to the extent it
                is judicially determined that the Trustee/Custodian has failed
                to exercise the care, skill, prudence and diligence under the
                circumstances then prevailing that a prudent person acting in a
                like capacity and familiar with such matters would use in the
                conduct of an enterprise of a like character with like aims.

          (c)   The Employer warrants that all directions issued to the
                Trustee/Custodian, Trustees if the individual or Recordkeeper,
                by it or the Plan Administrator will be in accordance with the
                terms of the Plan and not contrary to the provisions of the
                Employee Retirement Income Security Act of 1974 and regulations
                issued thereunder.

          (d)   Neither the Trustee/Custodian nor the Recordkeeper shall be
                answerable for any action taken pursuant to any direction,
                consent, certificate, or other paper or document on the belief
                that the same is genuine and signed by the proper person. All
                directions by the Employer, Participant or the Plan
                Administrator shall be in writing. The Employer shall deliver
                to the Trustee/Custodian or Recordkeeper certificates
                evidencing the individual or individuals authorized to act as
                set forth in the Adoption Agreement or as the Employer may
                subsequently inform the Trustee/Custodian or Recordkeeper in
                writing and shall deliver to the Trustee/Custodian specimens of
                their signatures.

          (e)   The duties and obligations of the Trustee/Custodian and
                Recordkeeper shall be limited to those expressly imposed upon
                it by this instrument or subsequently agreed upon by the
                parties. Responsibility for administrative duties required
                under the Plan or applicable law not expressly imposed upon or
                agreed to by the Trustee/Custodian and Recordkeeper, shall rest
                solely with the Employer.






                                      63
<PAGE>   71
          (f)   The Trustee shall be indemnified and saved harmless by the
                Employer from and against any and all liability to which the
                Trustee/Custodian may be subjected, including all expenses
                reasonably incurred in its defense, for any action or failure
                to act resulting from compliance with the instructions of the
                Employer, the employees or agents of the Employer, the Plan
                Administrator, or any other fiduciary to the Plan, and for any
                liability arising from the actions or non-actions of any
                predecessor Trustee/Custodian or fiduciary or other fiduciaries
                of the Plan.

          (g)   The Trustee/Custodian shall not be responsible in any way for
                the application of any payments it is directed to make or for
                the adequacy of the Fund to meet and discharge any and all
                liabilities under the Plan







                                      64
<PAGE>   72
                                  ARTICLE XII

                          TRUST FUND/CUSTODIAL ACCOUNT

12.1 THE FUND The Fund shall consist of all contributions made under Article
III and Article IV of the Plan and received by the Trustee and the investment
thereof and earnings thereon. All contributions and the earnings thereon less
payments made under the terms of the Plan, shall constitute the Fund. The Fund
shall be administered as provided in this document.

12.2 CONTROL OF PLAN ASSETS The assets of the Fund or evidence of ownership
shall be held by the Trustee/Custodian under the terms of the Plan and
Trust/Custodial Account. If the assets represent amounts transferred from
another trustee/custodian under a former plan, the Trustee/Custodian named
hereunder shall not be responsible for the propriety of any investment under
the former plan.

12.3 EXCLUSIVE BENEFIT RULES No part of the Fund shall be used for, or diverted
to, purposes other than for the exclusive benefit of Participants, former
Participants with a vested interest, and the beneficiary or beneficiaries of
deceased Participants having a vested interest in the Fund at death.

12.4 ASSIGNMENT AND ALIENATION OF BENEFITS No right or claim to, or interest
in, any part of the Fund, or any payment from the Fund, shall be assignable,
transferable, or subject to sale, mortgage. pledge, hypothecation, commutation,
anticipation, garnishment, attachment, execution, or levy of any kind. The
Trustee/Custodian shall not recognize any attempt to assign, transfer, sell,
mortgage, pledge, hypothecate, commute, or anticipate the same, except to the
extent required by law. The preceding sentences shall also apply to the
creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant pursuant to a domestic relations order, unless such
order is determined to be a qualified domestic relations order, as defined in
Code Section 414(p), or any domestic relations order entered before January 1,
1985 which the Plan attorney and Plan Administrator deem to be qualified.

12.5 DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO) A Domestic
Relations Order shall specifically state all of the following in order to be
deemed a Qualified Domestic Relations Order ("QDRO"):

          (a)   The name and last known mailing address (if any) of the
                Participant and of each alternate payee covered by the QDRO.
                However, if the QDRO does not specify the current mailing
                address of the alternate payee, but the Plan Administrator has
                independent knowledge of that address, the QDRO will still be
                valid.

          (b)   The dollar amount or percentage of the Participant's benefit to
                be paid by the Plan to each alternate payee, or the manner in
                which the amount or percentage will be determined.

          (c)   The number of payments or period for which the Order applies.

          (d)   The specific plan (by name) to which the Domestic Relations
                Order applies.







                                      65
<PAGE>   73
          The Domestic Relations Order shall not be deemed a QDRO if it 
requires the Plan to provide:

          (e)   any type or form of benefit, or any option not already provided
                for in the Plan;

          (f)   increased benefits, or benefits in excess of the Participant's
                vested rights;

          (g)   payment of a benefit earlier than allowed by the Plan's
                earliest retirement provisions or in the case of a
                profit-sharing plan, prior to the allowability of in-service
                withdrawals, or,

          (h)   payment of benefits to an alternate payee which are required to
                be paid to another alternate payee under another QDRO. to

Unless an alternate procedure is attached, promptly, upon receipt of a Domestic
Relations Order ("Order") which may or may not be "Qualified", the Plan
Administrator shall notify the Participant and any alternate payee(s) named in
the Order of such receipt, and include a copy of this paragraph 12.5. The Plan
Administrator shall then forward the Order to the Plan's legal counsel for an
opinion as to whether or not the Order is in fact "Qualified" as defined in
Code Section 414(p). Within a reasonable time after receipt of the Order, not
to exceed 60 days, the Plan's legal counsel shall make a determination as to
its "Qualified" status and the Participant and any alternate payee(s) shall be
promptly notified in writing of the determination.

If the "Qualified" status of the Order is in question, there will be a delay in
any payout to any payee including the Participant, until the status is
resolved. In such event, the Plan Administrator shall segregate the amount that
would have been payable to the alternate payee(s) if the Order had been deemed
a QDRO. If the Order is not Qualified, or the status is not resolved (for
example, it has been sent back to the Court for clarification or modification)
within 18 months beginning with the date the first payment would have to be
made under the Order, the Plan Administrator shall pay the segregated amounts
plus interest to the person(s) who would have been entitled to the benefits had
there been no Order. If a determination as to the Qualified status of the Order
is made after the 18-month period described above, then the Order shall only be
applied on a prospective basis. If the Order is determined to be a QDRO, the
Participant and alternate payee(s) shall again be notified promptly after such
determination. Once an Order is deemed a QDRO, the Plan Administrator shall pay
to the alternate payee(s) all the amounts due under the QDRO, including
segregated amounts plus interest which may have accrued during a dispute as to
the Order's qualification.

Unless specified otherwise in the Adoption Agreement, the earliest retirement
age with regard to the Participant against whom the Order is entered shall be
the date the order is determined to be qualified. This will only allow payouts
to alternate payee(s) and not the Participant.









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<PAGE>   74
                                  ARTICLE XIII

                                  INVESTMENTS

13.1 FIDUCIARY STANDARDS The Trustee/Custodian shall invest and reinvest
principal and income in the same Fund in accordance with the investment
objectives established by the Employer, provided that:

          (a)   such investments are prudent under the Employee Retirement
                Income Security Act of 1974 and the regulations thereunder,

          (b)   such investments are sufficiently diversified or otherwise
                insured or guaranteed to minimize the risk of large losses, and

          (c)   such investments are similar to those which would be purchased
                by another professional money manager for a like plan with
                similar investment objectives.

13.2 FUNDING ARRANGEMENT The Employer shall, in the Adoption Agreement, appoint
a Trustee to administer the Fund and/or a Custodian to have custody of the
Fund. The Trustee shall invest the Fund in any of the alternatives available
under paragraph 13.3. If a Custodian is appointed, the Fund shall be invested
as provided in paragraph 13.4.

13.3 INVESTMENT ALTERNATIVES OF THE TRUSTEE The Trustee shall implement an
investment program based on the Employer's investment objectives and the
Employee Retirement Income Security Act of 1974. In addition to powers given by
law, the Trustee may:

          (a)   invest the Fund in any form of property, including common and
                preferred stocks, exchange traded put and call options, bonds,
                money market instruments, mutual funds (including funds for
                which the Trustee or its affiliates serve as investment
                advisor), savings accounts, certificates of deposit, Treasury
                bills, insurance policies and contracts, or in any other
                property, real or personal, having a ready market. The Trustee
                may invest in time deposits (including, if applicable, its own
                or those of affiliates) which bear a reasonable interest rate.
                No portion of any Qualified Voluntary Contribution, or the
                earnings thereon, may be invested in life insurance contracts
                or, as with any Participant-directed investment, in tangible
                personal property characterized by the IRS as a collectible,

          (b)   to invest and reinvest the Trust assets in any collective
                investment fund maintained by the Trustee or any affiliate or
                subsidiary of the Trustee for employee benefit trusts. Money
                and other Trust assets invested in any such collective
                investment fund shall be held and administered in accordance
                with the terms and provisions of such collective investment
                fund. All of the terms and provisions of any such collective
                investment fund, as the same shall be from time to time
                amended, altered or supplemented, shall be deemed to be
                incorporated herein and to be a part hereof at all times when
                any money or other assets of the Trust are held in any such
                collective investment fund,








                                      67
<PAGE>   75
          (c)   invest up to 100% of the Fund in the common stock, debt
                obligations, or any other security issued by the Employer or by
                an affiliate of the Employer within the limitations provided
                under Sections 406, 407, and 408 of the Employee Retirement
                Income Security Act of 1974 and further provided that such
                investment does not constitute a prohibited transaction under
                Code Section 4975. Any such investment in Employer securities
                shall only be made upon written direction of the Employer who
                shall be solely responsible for propriety of such investment,

          (d)   to invest and reinvest the (trust estate) in any kind of real
                or personal property without regard to any law restricting
                investment by (trustees), including, but not limited to,
                securities of any open-end or closed-end management type
                investment company or investment trust registered under the
                Investment Company Act of 1940, as amended, which would be
                regarded by prudent businessmen as a safe investment. The fact
                that the (Trustee/Agent), any affiliate of the (Trustee/Agent),
                or any affiliate of BANC ONE CORPORATION is providing services
                to and receiving remuneration from the foregoing investment
                company or investment trust as investment advisor, custodian,
                transfer agent, registrar, or otherwise shall not preclude the
                (Trustee/Agent) from investing in the securities of such
                investment company or investment trust, so long as the other
                conditions of the appropriate Prohibited Transaction Class
                Exemption are met,

          (e)   to invest and reinvest or otherwise deposit the (Trust) assets
                in savings accounts, time deposit accounts, certificates of
                deposit, money market funds or other evidences of deposit
                issued by (Trustee/Agent) and/or any other national bank,
                savings and loan institution, state member bank, state
                non-member bank, or other depository institution which now or
                in the future is an affiliate or subsidiary of (Trustee/Agent)
                or of BANC ONE CORPORATION,

          (f)   join in or oppose the reorganization, recapitalization,
                consolidation, sale or merger of corporations or properties,
                including those in which it is interested as Trustee, upon such
                terms as it deems wise,

          (g)   hold investments in nominee or bearer form,

          (h)   except as provided in Section 13.3 below with respect to the
                voting of Qualifying Employer Securities, handle all proxies
                with respect to all securities held in the account as set forth
                in the Adoption Agreement. The Trustee will give to the
                investment manager any proxies of securities (except Qualifying
                Employer Securities) for which an investment manager has been
                appointed pursuant to ERISA Section 403(a) to be voted by the
                investment manager unless the Employer has reserved to itself
                the right to direct the Plan Trustee as to how such proxies
                should be voted. In such case, the Employer will notify the
                Plan Trustee, in writing, as to how to vote such proxies. The
                Plan Trustee shall be under no duty to inquire or investigate
                as to who has responsibility for voting proxies on securities
                for which an investment manager has been appointed, and it
                shall not vote such proxies unless and until it has been
                notified to do so.




                                      68
<PAGE>   76
          (i)   be directed by each Participant and Beneficiary in the voting
                of all Qualifying Employer Securities, as that term is defined
                in ERISA Section 407(d)(5), allocated to that person's
                Accounts. All voting of Qualifying Employer Securities shall be
                in compliance with all applicable rules and regulations of the
                Securities and Exchange Commission and all applicable rules of
                or any agreement with any stock exchange on which the Employer
                stock being voted is traded. The Trustee shall vote all such
                Qualifying Employer Securities as directed by the Participant.

          (j)   be directed by each Participant and Beneficiary as to the
                manner in which to respond to a tender or exchange offer for
                Qualifying Employer Securities, as that term is defined in
                ERISA Section 407(d)(5), allocated to such person's Accounts.
                The Employer shall use its best efforts to notify or cause to
                be notified each Participant and Beneficiary of any tender or
                exchange offer and to distribute or cause to be distributed to
                each Participant and beneficiary such information as is
                distributed in connection with any tender or exchange offer to
                holders generally of Employer stock, together with the
                appropriate forms for directing the Trustee as to the manner in
                which to respond to such tender or exchange offer. Upon timely
                receipt of such directions from the Participant or Beneficiary,
                the Trustee shall respond to the tender or exchange offer in
                accordance with, and only in accordance with, such directions.
                If the Trustee does not receive timely directions from a
                Participant or Beneficiary, the Trustee shall respond to the
                tender or exchange offer for Employer stock on behalf of the
                Participant or Beneficiary in such manner as the Trustee deems
                appropriate.

          (k)   exercise all ownership rights with respect to assets held in
                the Fund,

          (l)   the (Trustee/Agent) is not authorized and shall not disclose
                the name, address, or security positions of the beneficial
                owners of the (Trust) in response to requests concerning
                shareholder communications under Section 14 of the Securities
                Exchange Act of 1934, the rules and regulations thereunder, or
                any similar statute, regulation, or rule in effect from time to
                time.

13.4 INVESTMENT ALTERNATIVES OF THE CUSTODIAN The Custodian shall be depository
of all or part of the Fund and shall, at the direction of the Trustee hold any
assets received from the Trustee or its agents. The Custodian shall receive and
deliver assets as instructed by the Trustee or its agents. To the extent that
the Custodian holds title to Plan assets and such ownership requires action on
the part of the registered owner, such action will be taken by the Custodian
only upon receipt of specific instructions from the Trustee or its agents.
Proxies shall be voted by or pursuant to the express direction of the Trustee
or authorized agent of the Trustee. The Custodian shall not give any investment
advice, including any opinion on the prudence of directed investments. The
Employer and Trustee and the agents thereof assume all responsibility for
adherence to fiduciary standards under the Employee Retirement Income Security
Act of 1974 (ERISA) and all amendments thereof, and regulations thereunder.








                                      69
<PAGE>   77
13.5 PARTICIPANT LOANS If agreed upon by the Trustee and permitted by the
Employer in the Adoption Agreement, a Plan Participant may make application to
the Employer requesting a loan from the Fund. The Employer shall have the sole
right to approve or disapprove a Participant's application provided that loans
shall be made available to all Participants on a reasonably equivalent basis.
Loans shall not be made available to Highly Compensated Employees [as defined
in Code Section 414(q)] in an amount greater than the amount made available to
other Employees. Any loan granted under the Plan shall be made subject to the
following rules:

          (a)   No loan, when aggregated with any outstanding Participant
                loan(s), shall exceed the lesser of (i) $50,000 reduced by the
                excess, if any, of the highest outstanding balance of loans
                during the one year period ending on the day before the loan is
                made, over the outstanding balance of loans from the Plan on
                the date the loan is made or (ii) one-half of the fair market
                value of a Participant's Vested Account Balance built up from
                Employer Contributions, Voluntary Contributions, and Rollover
                Contributions. For the purpose of the above limitation, all
                loans from all plans of the Employer, and other members of a
                group of employers described in Code Sections 414(b), 414(c),
                and 414(m) are aggregated. An assignment or pledge of any
                portion of the Participant's interest in the Plan and a loan,
                pledge, or assignment with respect to any insurance contract
                purchased under the Plan, will be treated as a loan under this
                paragraph.

          (b)   All applications must be made on forms provided by the Employer
                and must be signed by the Participant.

          (c)   Any loan shall bear interest at a rate reasonable at the time
                of application, considering the purpose of the loan and the
                rate being charged by representative commercial banks in the
                local area for a similar loan unless the Employer sets forth a
                different method for determining loan interest rates in its
                loan procedures. The loan agreement shall also provide that the
                payment of principal and interest be amortized in level
                payments not less than quarterly.

          (d)   The term of such loan shall not exceed five years except in the
                case of a loan for the purpose of acquiring any house,
                apartment, condominium, or mobile home (not used on a transient
                basis) which is used or is to be used within a reasonable time
                as the principal residence of the Participant. The term of such
                loan shall be determined by the Employer considering the
                maturity dates quoted by representative commercial banks in the
                local area for a similar loan.

          (e)   The principal and interest paid by a Participant on his or her
                loan shall be credited to the Fund in the same manner as for
                any other Plan investment. If elected in the Adoption
                Agreement, loans may be treated as segregated investments of
                the individual Participants. This provision is not available if
                its election will result in discrimination in operation of the
                Plan.









                                      70
<PAGE>   78
          (f)   If a Participant's loan application is approved by the
                Employer, such Participant shall be required to sign a note,
                loan agreement, and assignment of 50% of his or her interest in
                the Fund as collateral for the loan. The Participant, except in
                the case of a profit-sharing plan satisfying the requirements
                of paragraph 8.7 must obtain the consent of his or her Spouse,
                if any, within the 90 day period before the time his or her
                account balance is used as security for the loan. A new consent
                is required if the account balance is used for any
                renegotiation, extension, renewal or other revision of the
                loan, including an increase in the amount thereof. The consent
                must be written, must acknowledge the effect of the loan, and
                must be witnessed by a plan representative or notary public.
                Such consent shall subsequently be binding with respect to the
                consenting Spouse or any subsequent Spouse.

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

          (h)   The Employer may also require additional collateral in order to
                adequately secure the loan.

          (i)   A Participant's loan shall immediately become due and payable
                if such Participant terminates employment for any reason or
                fails to make a principal and/or interest payment as provided
                in the loan agreement. If such Participant terminates
                employment, the Employer shall immediately request payment of
                principal and interest on the loan. If the Participant refuses
                payment following termination, the Employer shall reduce the
                Participant's Vested Account Balance by the remaining principal
                and interest on his or her loan. If the Participant's Vested
                Account Balance is less than the amount due, the Employer shall
                take whatever steps are necessary to collect the balance due
                directly from the Participant. However, no foreclosure on the
                Participant's note or attachment of the Participant's account
                balance will occur until a distributable event occurs in the
                Plan.

          (j)   No loans will be made to Owner-Employees (as defined in
                paragraph 1.51) or Shareholder-Employees (as defined in
                paragraph 1.74), unless the Employer obtains a prohibited
                transaction exemption from the Department of Labor.






                                      71
<PAGE>   79
13.6 INSURANCE POLICIES If agreed upon by the Trustee and permitted by the
Employer in the Adoption Agreement, Employees may elect the purchase of life
insurance policies under the Plan. If elected, the maximum annual premium for a
whole life policy shall not exceed 50% of the aggregate Employer contributions
allocated to the account of a Participant. For profit-sharing plans the 50%
test need only be applied against Employer contributions allocated in the last
two years. Whole life policies are policies with both nondecreasing death
benefits and nonincreasing premiums. The maximum annual premium for term
contracts or universal life policies and all other policies which are not whole
life shall not exceed 25% of aggregate Employer contributions allocated to the
account of a Participant. The two-year rule for profit-sharing plans again
applies. The maximum annual premiums for a Participant with both a whole life
and a term contract or universal life policies shall be limited to one-half of
the whole life premium plus the term premium, but shall not exceed 25% of the
aggregate Employer contributions allocated to the account of a Participant,
subject to the two year rule for profit-sharing plans. Any policies purchased
under this Plan shall be held subject to the following rules:

          (a)   The Trustee shall be applicant and owner of any policies
                issued.

          (b)   All policies or contracts purchased hereunder, shall be
                endorsed as nontransferable, and must provide that proceeds
                will be payable to the Trustee; however, the Trustee shall be
                required to pay over all proceeds of the contracts to the
                Participant's Designated Beneficiary in accordance with the
                distribution provisions of this Plan. Under no circumstances
                shall the Trust retain any part of the proceeds.


          (c)   Each Participant shall be entitled to designate a beneficiary
                under the terms of any contract issued; however, such
                designation will be given to the Trustee which must be the
                named beneficiary on any policy. Such designation shall remain
                in force, until revoked by the Participant, by filing a new
                beneficiary form with the Trustee. A Participant's Spouse will
                be the Designated Beneficiary of the proceeds in all
                circumstances unless a Qualified Election has been made in
                accordance with paragraph 8.4. The beneficiary of a deceased
                Participant shall receive, in addition to the proceeds of the
                Participant's policy or policies, the amount credited to such
                Participant's investment account.

          (d)   A Participant who is uninsurable or insurable at substandard
                rates, may elect to receive a reduced amount of insurance, if
                available, or may waive the purchase of any insurance.

          (e)   All dividends or other returns received on any policy purchased
                shall be applied to reduce the next premium due on such policy,
                or if no further premium is due, such amount shall be credited
                to the Fund as part of the account of the Participant for whom
                the policy is held.










                                      72
<PAGE>   80
          (f)   If Employer contributions are inadequate to pay all premiums on
                all insurance policies, the Trustee may, at the option of the
                Employer, utilize other amounts remaining in each Participant's
                account to pay the premiums on his or her respective policy or
                policies, allow the policies to lapse, reduce the policies to a
                level at which they may be maintained, or borrow against the
                policies on a prorated basis, provided that the borrowing does
                not discriminate in favor of the policies on the lives of
                Officers, Shareholders, and highly compensated Employees.

          (g)   On retirement or termination of employment of a Participant,
                the Employer shall direct the Trustee to cash surrender the
                Participant's policy and credit the proceeds to his or her
                account for distribution under the terms of the Plan. However,
                before so doing, the Trustee shall first offer to transfer
                ownership of the policy to the Participant in exchange for
                payment by the Participant of the cash value of the policy at
                the time of transfer. Such payment shall be credited to the
                Participant's account for distribution under the terms of the
                Plan. All distributions resulting from the application of this
                paragraph shall be subject to the Joint and Survivor Annuity
                Rules of Article VIII, if applicable.

          (h)   The Employer shall be solely responsible to see that these
                insurance provisions are administered properly and that if
                there is any conflict between the provisions of this Plan and
                any insurance contracts issued that the terms of this Plan will
                control.

13.7 EMPLOYER INVESTMENT DIRECTION If agreed upon by the Trustee and approved
by the Employer in the Adoption Agreement, the Employer shall have the right to
direct the Trustee with respect to investments of the Fund, may appoint an
investment manager (registered as an investment advisor under the Investment
Advisors Act of 1940) to direct investments, or may give the Trustee sole
investment management responsibility. The Employer may purchase and sell
interests in a registered investment company (i.e., mutual funds) for which the
Sponsor, its parent, affiliates, or successors, may serve as investment advisor
and receive compensation from the registered investment company for its
services as investment advisor. The Employer shall advise the Trustee in
writing regarding the retention of investment powers, the appointment of an
investment manager, or the delegation of investment powers to the Trustee. Any
investment directive under this Plan shall be made in writing by the Employer
or investment manager, as the case may be. In the absence of such written
directive, the Trustee shall automatically invest the available cash in its
discretion in an appropriate interim investment until specific investment
directions are received. Such instructions regarding the delegation of
investment responsibility shall remain in force until revoked or amended in
writing. The Trustee shall not be responsible for the propriety of any directed
investment made and shall not be required to consult with or advise the
Employer regarding the investment quality of any directed investment held
hereunder. If the Employer fails to designate an investment manager, the
Trustee shall have full investment authority. If the Employer does not issue
investment directions, the Trustee shall have authority to invest the Fund in
its sole discretion. While the Employer may direct the Trustee with respect to
Plan investments, the Employer may not:

          (a)   borrow from the Fund or pledge any of the assets of the Fund as
                security for a loan,

          (b)   buy property or assets from or sell property or assets to the
                Fund,





                                      73
<PAGE>   81
          (c)   charge any fee for services rendered to the Fund, or

          (d)   receive any services from the Fund on a preferential basis.

13.8 EMPLOYEE INVESTMENT DIRECTION If agreed to by the Trustee and approved by
the Employer in the Adoption Agreement, Participants shall be given the option
to direct the investment of their personal contributions and their share of the
Employer's contribution among alternative investment funds selected by the
Employer and established as part of the overall Fund. Unless otherwise
specified by the Employer in the Adoption Agreement, such investment funds
shall be under the full control of the management of the Trustee. If
investments outside the Trustee's control are allowed, Participants may not
direct that investments be made in collectibles, other than U.S. Government or
State issued gold and silver coins. In this connection, a Participant's right
to direct the investment of any contribution shall apply only to selection of
the desired fund. The following rules shall apply to the administration of such
funds:

          (a)   At the time an Employee becomes eligible for the Plan, he or
                she shall complete an investment designation form stating the
                percentage of his or her contributions to be invested in the
                available funds.

          (b)   A Participant may change his or her election with respect to
                future contributions by filing a new investment designation
                form with the Employer in accordance with the procedures
                established by the Plan Administrators

          (c)   A Participant may elect to transfer all or part of his or her
                balance from one investment fund to another by filing an
                investment designation form with the Employer in accordance
                with the procedures established by the Plan Administrators.

          (d)   The Plan Administrator/Recordkeeper shall be responsible when
                transmitting Employee and Employer contributions to show the
                dollar amount to be credited to each investment fund for each
                Employee.

          (e)   Except as otherwise provided in the Plan, neither the Trustee,
                nor the Employer, nor any fiduciary of the Plan shall be liable
                to the Participant or any of his or her beneficiaries for any
                loss resulting from action taken at the direction of the
                Participant.

If no investment direction is received from the Participant, then the Employer
directs the Trustee to invest such Participant's account in the most
conservative investment option available under the Plan.











                                      74
<PAGE>   82
                                  ARTICLE XIV

                              TOP-HEAVY PROVISIONS

14.1 APPLICABILITY OF RULES If the Plan is or becomes Top-Heavy in any Plan
Year beginning after 1983, the provisions of this Article will supersede any
conflicting provisions in the Plan or Adoption Agreement.

14.2 MINIMUM CONTRIBUTION Notwithstanding any other provision in the Employer's
Plan, for any Plan Year in which the Plan is Top-Heavy or Super Top-Heavy, the
aggregate Employer contributions and forfeitures allocated on behalf of any
Participant (without regard to any Social Security contribution) under this
Plan and any other Defined Contribution Plan of the Employer shall be lesser of
3% of such Participant's Compensation or the largest percentage of Employer
contributions and forfeitures, as a percentage of the first $200,000, as
adjusted under Code Section 415(d), of the Key Employee's Compensation,
allocated on behalf of any Key Employee for that year.

Each Participant who is employed by the Employer on the last day of the Plan
Year shall be entitled to receive an allocation of the Employer's minimum
contribution for such Plan Year. The minimum allocation applies even though
under other Plan provisions the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the year
because the Participant fails to make Mandatory Contributions to the Plan, the
Participant's Compensation is less than a stated amount, or the Participant
fails to complete 1,000 Hours of Service (or such lesser number designated by
the Employer in the Adoption Agreement) during the Plan Year. A Paired
profit-sharing plan designated to provide the minimum Top-Heavy contribution
must do so regardless of profits. An Employer may make the minimum Top-Heavy
contribution available to all Participants or just non-Key Employees.

For purposes of computing the minimum allocation, Compensation shall mean
Compensation as defined in paragraph 1.12(c) of the Plan.

The Top-Heavy minimum contribution does not apply to any Participant to the
extent the Participant is covered under any other plan(s) of the Employer and
the Employer has provided in Section 11 of the Adoption Agreement that the
minimum allocation or benefit requirements applicable to Top-Heavy Plans will
be met in the other plan(s).

If a Key Employee makes an Elective Deferral or has an allocation of Matching
Contributions made to his or her account, a Top-Heavy minimum will be required
for non-Key Employees who are Participants, however, neither Elective Deferrals
by nor Matching Contributions to non-Key Employees may be taken into account
for purposes of satisfying the top-heavy Minimum Contribution requirement.

14.3 MINIMUM VESTING For any Plan Year in which this Plan is Top-Heavy, the
minimum vesting schedule elected by the Employer in the Adoption Agreement will
automatically apply to the Plan. If the vesting schedule selected by the
Employer in the Adoption Agreement is less liberal than the allowable schedule,
the schedule will automatically be modified. If the vesting schedule under the
Employer's Plan shifts in or out of the Top-Heavy schedule for any Plan Year,
such shift is an amendment to the vesting schedule and the election in
paragraph 9.8 of the Plan applies. The minimum vesting schedule applies to all
accrued benefits within the meaning of Code Section 411(a)(7) except those
attributable to Employee contributions, including





                                      75
<PAGE>   83
benefits accrued before the effective date of Code Section 416 and benefits
accrued before the Plan became Top-Heavy. Further, no reduction in vested
benefits may occur in the event the Plan's status as Top-Heavy changes for any
Plan Year. However, this paragraph does not apply to the account balances of
any Employee who does not have an Hour of Service after the Plan initially
becomes Top-Heavy and such Employee's account balance attributable to Employer
contributions and forfeitures will be determined without regard to this
paragraph.

14.4 LIMITATIONS ON ALLOCATIONS In any Plan Year in which the Top-Heavy Ratio
exceeds 90% (i.e., the Plan becomes Super Top-Heavy), the denominators of the
Defined Benefit Fraction (as defined in paragraph 1.16) and Defined
Contribution Fraction (as defined in paragraph 1.19) shall be computed using
100% of the dollar limitation instead of 125%.







                                      76
<PAGE>   84
                                   ARTICLE XV

                           AMENDMENT AND TERMINATION


15.1 AMENDMENT BY SPONSOR The Sponsor may amend any or all provisions of this
Plan and Trust/Custodial Account at any time without obtaining the approval or
consent of any Employer which has adopted this Plan and Trust/Custodial Account
provided that no amendment shall authorize or permit any part of the corpus or
income of the Fund to be used for or diverted to purposes other than for the
exclusive benefit of Participants and their beneficiaries, or eliminate an
optional form of distribution. In the case of a mass-submitted plan, the
mass-submitter shall amend the Plan on behalf of the Sponsor.

15.2 AMENDMENT BY EMPLOYER The Employer may amend any option in the Adoption
Agreement, and may include language as permitted in the Adoption Agreement,

          (a)   to satisfy Code Section 415, or

          (b)   to avoid duplication of minimums under -Code Section 416
                because of the required aggregation of multiple plans.

The Employer may add certain model amendments published by the Internal Revenue
Service which specifically provide that their adoption will not cause the Plan
to be treated as an individually designed plan for which the Employer must
obtain a separate determination letter.

If the Employer amends the Plan and Trust/Custodial Account other than as
provided above, the Employer's Plan shall no longer participate in this
Prototype Plan and will be considered an individually designed plan.

15.3 TERMINATION Employers shall have the right to terminate their Plans upon
60 days notice in writing to the Trustee/Custodian. If the Plan is terminated,
partially terminated, or if there is a complete discontinuance of contributions
under a profit-sharing plan maintained by the Employer, all amounts credited to
the accounts of Participants shall vest and become nonforfeitable. In the event
of a partial termination, only those who are affected by such partial
termination shall be fully vested. In the event of termination, the Employer
shall direct the Trustee/Custodian with respect to the distribution of accounts
to or for the exclusive benefit of Participants or their beneficiaries. The
Trustee/Custodian shall dispose of the Fund in accordance with the written
directions of the Plan Administrator, provided that no liquidation of assets
and payment of benefits, (or provision therefor), shall actually be made by the
Trustee/Custodian until after it is established by the Employer in a manner
satisfactory to the Trustee/Custodian, that the applicable requirements, if
any, of the Employee Retirement Income Security Act of 1974 and the Internal
Revenue Code governing the termination of employee benefit plans, have been or
are being, complied with, or that appropriate authorizations, waivers,
exemptions, or variances have been, or are being obtained.

15.4 QUALIFICATION OF EMPLOYER'S PLAN If the adopting Employer fails to attain
or retain Internal Revenue Service qualification, such Employer's Plan shall no
longer participate in this Prototype Plan and will be considered an
individually designed plan.



                                      77
<PAGE>   85
15.5 MERGERS AND CONSOLIDATIONS

          (a)   In the case of any merger or consolidation of the Employer's
                Plan with, or transfer of assets or liabilities of the
                Employer's Plan to, any other plan, Participants in the
                Employer's Plan shall be entitled to receive benefits
                immediately after the merger, consolidation, or transfer which
                are equal to or greater than the benefits they would have been
                entitled to receive immediately before the merger,
                consolidation, or transfer if the Plan had then terminated.

          (b)   Any corporation into which the Trustee/Custodian or any
                successor trustee/custodian may be merged, or with which it may
                be consolidated, or any corporation resulting from any merger
                or consolidation to which the Trustee/Custodian or any
                successor trustee/custodian may be a party, or any corporation
                to which all or substantially all the trust business of the
                Trustee/Custodian or any successor trustee/custodian may be
                transferred, shall be the successor of such Trustee/Custodian
                without the filing of any instrument or performance of any
                further act, before any court.

15.6 RESIGNATION AND REMOVAL The Trustee/Custodian may resign by written notice
to the Employer which shall be effective 60 days after delivery. The Employer
may discontinue its participation in this Prototype Plan and Trust/Custodial
Account effective upon 60 days written notice to the Sponsor. In such event the
Employer shall, prior to the effective date thereof, amend the Plan to
eliminate any reference to this Prototype Plan and Trust/Custodial Account and
appoint a successor trustee or custodian or arrange for another funding agent.
The Trustee/Custodian shall deliver the Fund to its successor on the effective
date of the resignation or removal, or as soon thereafter as practicable,
provided that this shall not waive any lien the Trustee/Custodian may have upon
the Fund for its compensation or expenses. If the Employer fails to amend the
Plan and appoint a successor Trustee, custodian, or other funding agent within
the said 60 days, or such longer period as the Trustee/Custodian may specify in
writing, the Plan shall be deemed individually designed and the Employer shall
be deemed the successor trustee/custodian. The Employer must then obtain its
own determination letter.

15.7 QUALIFICATION OF PROTOTYPE The Sponsor intends that this Prototype Plan
will meet the requirements of the Code as a qualified Prototype Retirement Plan
and Trust/Custodial Account. Should the Commissioner of Internal Revenue or any
delegate of the Commissioner at any time determine that the Plan and
Trust/Custodial Account fails to meet the requirements of the Code, the Sponsor
will amend the Plan and Trust/Custodial Account to maintain its qualified
status.





                                      78
<PAGE>   86
                                  ARTICLE XVI

                                 GOVERNING LAW

Construction, validity and administration of the Prototype Plan and
Trust/Custodial Account, and any Employer Plan and Trust/Custodial Account as
embodied in the Prototype document and accompanying Adoption Agreement, shall
be governed by Federal law to the extent applicable and to the extent not
applicable by the laws of the State/Commonwealth in which the principal office
of the Sponsor is located.









                                      79
<PAGE>   87
<TABLE>
<S>                                                  <C>
         INTERNAL REVENUE SERVICE                     Department of the Treasury

Plan Description: Prototype Standardized 
    profit Sharing Plan with CODA

FFN:  502l5l3l904-00l  Case: 9500829 EIN: 31-0838515  Washington, DC 20224

BPD:  04  Plan: 001  Letter Serial No: D264834a
                                                      Person to Contact: Ms. Arrington


         BANK ONE TRUST  CO NA                        Telephone Number: (202) 622-8173

         100 EAST BROAD STREET                        Refer Reply to: CP:E:EP:Q:ICU

         COLUMBUS, OH  43271                          Date:  10/31/95
</TABLE>

Dear Applicant:


In our opinion the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit
of their employees. This opinion relates only to the acceptability of the form
of the plan under the Internal Revenue Code. It is not an opinion of the effect
of other Federal or local statutes.

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

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees than for
other employees. Except as stated below, the Key District Director will not
issue a determination letter with regard to this plan.

Our opinion does not apply to the form of the plan for purposes of Code section
401(a) (16) if: (1) an employer ever maintained another qualified plan for one
or more employees who are covered by this plan, other than a specified paired
plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-1 C.B. 780; or
(2) after December 31, 1985, the employer maintains a welfare benefit fund
defined in Code section 419(e), which provides postretirement medical benefits
allocated to separate accounts for key employees as defined in code section
419A(d) (3).

An employer that has adopted a standardized plan may not rely on this opinion
letter with respect to: (1) whether any amendment or series of amendments to
the plan satisfies the nondiscrimination requirements of section 1.401 (a)
(4)-5(a) of the regulations, except with respect to plan amendments granting
past service that meet the safe harbor described in section 1.401(a)(4)-5 (a)
(5) and are not part of a pattern of amendments that significantly
discriminates in favor of highly compensated employees; or (2) whether the plan
satisfies the effective availability requirement of section 1.401(a) (4}-4(c)
of the regulations with respect to any benefit, right or feature.

An employer that has adopted a standardized plan as an amendment to a plan
other than a standardized plan may not rely on this opinion letter with respect
to whether a benefit, right or other feature that is prospectively eliminated
satisfies the current availability requirements of section 1.401 (a) -4 of the
regulations.


<PAGE>   88


BANK ONE TRUST CO NA
FFN:  50215l31904-00l
Page 2




The employer may request a determination (l) as to whether the plan, considered
with all related qualified plans and, if appropriate, welfare benefit funds,
satisfies the requirements of Code section 401 (a) (16) as to limitations on
benefits and contributions in Code section 415; (2) regarding the
nondiscriminatory effect of grants of past service; and (3) with respect to
whether a prospectively eliminated benefit, right or feature satisfies the
current availability requirements.

Our opinion does not apply to the form of the plan for purposes of section
401(a) of the Code unless the terms of the plan, as adopted or amended, that
pertain to the requirements of sections 401(a) (4), 401(a) (5), 401(a) (17),
401(1), 410(b) and 414(s) of the Code, as amended by the Tax Reform Act of 1986
or subsequent legislation. (a) are made effective retroactively to the first
day of the first plan year beginning after December 3l, 1988 (or such other
date on which these requirements first became effective with respect to this
plan); or (b) are made effective no later than the first day on which the
employer is no longer entitled, under regulations, to rely on a reasonable,
good faith interpretation of these requirements, and the prior provisions of
the plan constitute such an interpretation.


Because you submitted this plan for approval after March 31, 1991, the
continued, interim and extended reliance provisions of sections 13 and 17.03 of
Rev. Proc. 89-9, 1989-1 C.B. 780, are not applicable.

Because you submitted this plan after the later of December 31, 1994, or the
date that was 90 days after the date on which a favorable opinion letter was
issued for your mass submitter's plan, it does not meet the requirements for
the extension of the remedial amendment period provided by Rev. Proc. 95-12,
1995-3 I.R.B. 24.

This letter may not be relied upon with respect to whether the plan satisfies
the qualification requirements as amended by Uruguay Round Agreements Act, Pub.
L. 103-465.

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

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

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


                                      Sincerely yours,





                                      Chief, Employee Plans Technical Branch 1

<PAGE>   89
                                                                      PLAN #001


                                  STANDARDIZED

                               ADOPTION AGREEMENT

                   PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                        PLAN AND TRUST/CUSTODIAL ACCOUNT

                                  SPONSORED BY
                          BANK ONE TRUST COMPANY, N.A.

         The Employer named below hereby establishes a Cash or Deferred
         Profit-Sharing Plan for eligible Employees as provided in this
         Adoption Agreement and the accompanying Basic Prototype Plan and
         Trust/Custodial Account Basic Plan Document #04.

         1.        EMPLOYER INFORMATION

         NOTE: If multiple Employers are adopting the Plan, complete this
         section based on the lead Employer. Additional Employers may adopt
         this Plan by attaching executed signature pages to the back of the
         Employer's Adoption Agreement.

         (a)      NAME AND ADDRESS:

                  AVATEX CORPORATION
                  5910 N. CENTRAL EXPRESSWAY. SUITE 1780
                  DALLAS, TX 75206

         (b)      TELEPHONE NUMBER:              (214)365-7465

         (c)      TAX ID NUMBER:                  25-1425889

         (d)      FORM OF BUSINESS:

                    [ ]  (i)    Sole Proprietor

                    [ ]  (ii)   Partnership

                    [X]  (iii)  Corporation

                    [ ]  (iv)   "S" Corporation (formerly known as Subchapter S)

                    [ ]  (v)    Other:




                                       1


<PAGE>   90



                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



     (e)     NAME OF INDIVIDUAL AUTHORIZED TO ISSUE INSTRUCTIONS TO THE
             TRUSTEE/CUSTODIAN: TANIS A. DARNELL

     (f)     NAME OF PLAN:       AVATEX CORPORATION EMPLOYEES
                                 SAVINGS AND PROFIT SHARING PLAN

     (g)     THREE DIGIT PLAN NUMBER
             FOR ANNUAL RETURN/REPORT:                003

2.   EFFECTIVE DATE

     (a)     This is a new Plan having an effective date of April 1, 1997

     (b)     This is an amended Plan.

             The effective date of the original Plan was______________________

             The effective date of the amended Plan is _______________________

     (c)     If different from above, the Effective Date for the Plan's 
             Elective Deferral provisions shall be ___________________________

3.   DEFINITIONS

     (a)     "Allocation Date(s)" Allocations to Participant Accounts will be 
             done in accordance with Article V of the Basic Plan Document #04:

             [ ]  (i)    Daily                   [ ]    (iv)   Semi-Annually

             [X]  (ii)   Monthly                 [ ]    (vi)   Annually

             [ ]  (iii)  Quarterly


     (b)     "Collective or Commingled Funds" (Applicable to Institutional
             Trustees only.) Investment in collective or commingled funds as
             permitted at paragraph l3.3(b) of the Basic Plan Document #04
             shall only be made to the following specifically named fund(s):






                                       2


<PAGE>   91



                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT SHARING PLAN #001



          Funds made available after the execution of this Adoption Agreement
          will be listed on schedules attached to the end of this Adoption 
          Agreement. 

     (c)  "Compensation" Compensation shall be determined on the basis of the:

          [X]     (i)    Plan Year.

          [ ]     (ii)   Employer's Taxable Year.

          [ ]     (iii)  Calendar Year.

          Compensation shall be determined on the basis of the following
          safe-harbor definition of Compensation in IRS Regulation 
          Section 1.414(s)-1(c):

          [ ]     (iv)   Code Section 6041 and 6051 Compensation,

          [X]     (v)    Code Section 3401(a) Compensation, or

          [ ]     (vi)   Code Section 415 Compensation.

          Reimbursements or other expense allowances, fringe benefits (cash and
          noncash), moving expenses, deferred Compensation and welfare benefits
          (even if includible in gross income) [ ] will [X] will not be
          included in Compensation as determined in accordance with the
          definition selected above.

          Compensation [X] shall [ ] shall not include Employer contributions
          made pursuant to a Salary Savings Agreement which are not includible
          in the gross income of the Employee for the reasons indicated in the
          definition of Compensation at 1.13 of the Basic Plan Document #04

          For purposes of the Plan, Compensation shall be limited to $_________,
          the maximum amount which will be considered for Plan purposes. [If an
          amount is specified, it will limit the amount of contributions
          allowed on behalf of higher compensated Employees. Completion of this
          section is not intended to coordinate with the $200,000 of Code
          Section 415(d), thus the amount should be less than $200,000 as
          adjusted for cost-of-living increases.]

     (d)  "Entry Date"

          [ ]     (i)    The first day of the next payroll period, unless it
                         is the first day of the Plan Year, beginning after 
                         the date on which an Employee meets the eligibility
                         requirements.



                                       3
<PAGE>   92

                                                     PROTOTYPE CASH OR DEFERRED
                                                        PROFITSHARING PLAN #001


          [ ]     (ii)   The first day of the Plan Year nearest the date on 
                         which an Employee meets the eligibility requirements.

          [X]     (iii)  The earlier of the first day of the Plan Year or the
                         first day of the seventh month of the Plan Year 
                         coinciding with or following the date on which an 
                         Employee meets the eligibility requirements.

          [ ]     (iv)   The first day of the Plan Year following the date on 
                         which the Employee meets the eligibility requirements. 
                         If this election is made, the Service requirement at 
                         4(a)(ii) may not exceed 1/2 year and the age 
                         requirement at 4(b)(ii) may not exceed 20-1/2.

          [ ]     (v)    The first day of the month coinciding with or following
                         the date on which an Employee meets the eligibility
                         requirements.

          [ ]     (vi)   The first day of the Plan Year, or the first day
                         of the fourth month, or the first day of the seventh
                         month or the first day of the tenth month, of the Plan
                         Year coinciding with or following the date on which
                         an Employee meets the eligibility requirements.


     (e)  "Hours of Service" Shall be determined on the basis of the method
          selected below. Only one method may be selected. The method selected
          shall be applied to all Employees covered under the Plan as follows:

          [ ]     (i)    On the basis of actual hours for which an Employee is 
                         paid or entitled to payment.

          [ ]     (ii)   On the basis of days worked.
                         An Employee shall be credited with ten (10) Hours of
                         Service if under paragraph 1.43 of the Basic Plan
                         Document #04 such Employee would be credited with at
                         least one (1) Hour of Service during the day.

          [ ]     (iii)  On the basis of weeks worked.
                         An Employee shall be credited with forty-five (45) 
                         Hours of Service if under paragraph 1.43 of the Basic 
                         Plan Document #04 such Employee would be credited with 
                         at least one (1) Hour of Service during the week.

          [ ]     (iv)   On the basis of semi-monthly payroll periods.
                         An Employee shall be credited with ninety-five
                         (95) Hours of Service if under paragraph 1.43 of the
                         Basic Plan Document #04 such Employee would be credited
                         with at least one (1) Hour of Service during the
                         semi-monthly payroll period.





                                       4


<PAGE>   93



                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001


          [X]     (v)    On the basis of months worked.
                         An Employee shall be credited with one-hundred-ninety
                         (190) Hours of Service if under paragraph 1.43 of the
                         Basic Plan Document #04 such Employee would be
                         credited with at least one (1) Hour of Service during
                         the month.

     (f)  "Limitation Year" The 12-consecutive month period commencing on
          JANUARY 1 and ending on DECEMBER 31.

          If applicable, the Limitation Year will be a short Limitation Year
          commencing on April 1, 1997 and ending on December 31, 1997.
          Thereafter, the Limitation Year shall end on the date last specified
          above.

     (g)  "Net Profit"

          [X]     (i)    Not applicable (profits will not be required for any 
                         contributions to the plan).

          [ ]     (ii)   As defined in paragraph 1.50 of the Basic Plan 
                         Document #04.

          [ ]     (iii)  Shall be defined as:

                         ___________________________________________________

                         (Only use if definition in paragraph 1.50 of the 
                         Basic Plan Document #04 is to be superseded.)

     (h)  "Plan Year" The 12-consecutive month period commencing on JANUARY 1
          and ending on DECEMBER 31.

          If applicable, the Plan Year will be a short Plan Year commencing on
          APRIL 1,1997 and ending on DECEMBER 31 1997. Thereafter, the Plan
          Year shall end on the date last specified above.

     (i)  "Qualified Early Retirement Age" For purposes of making distributions
          under the provisions of a Qualified Domestic Relations Order, the
          Plan's Qualified Early Retirement Age with regard to the Participant
          against whom the order is entered [X] shall [ ] shall not be the date
          the order is determined to be qualified. If "shall" is elected, this
          will only allow payout to the alternate payee(s).

     (j)  "Qualified Joint and Survivor Annuity" The safe-harbor provisions of
          paragraph 8.7 of the Basic Plan Document #04 [X] are [ ] are not
          applicable. If not applicable, the survivor annuity shall be ___%
          (50%, 66-2/3%, 75% or 100%) of the annuity payable during the lives
          of the Participant and Spouse. If no answer is specified, 50% will be
          used.




                                       5


<PAGE>   94



                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001





     (k)  "Taxable Wage Base" [paragraph 1.81]
     
          [X]     (i)    Not Applicable - Plan is not integrated with Social 
                         Security.

          [ ]     (ii)   The maximum earnings considered wages for such Plan 
                         Year under section 230 of the Social Security Act at 
                         the beginning of the Plan Year.

          [ ]     (iii)  ___% (not more than 100%) of the amount considered 
                         wages for such Plan Year under section 230 of the 
                         Social Security Act at the beginning of the Plan Year.

          [ ]     (iv)   $_____, provided that such amount is not in excess of 
                         the amount determined under paragraph 3(k)(ii) above.

          [ ]     (v)    For the 1989 Plan Year $10,000. For all subsequent 
                         Plan Years, 20% of the maximum earnings considered 
                         wages for such Plan Year under Code Section 3121(a).

NOTE:                    Using less than the maximum at (ii) may result in a 
                         change in the allocation formula in Section 7.

     (1)  "Valuation Date(s)" Allocations to Participant Accounts will be done
          in accordance with Article V of the Basic Plan Document #04:

          (i)      Daily                  (v)       Quarterly
                                
          (ii)     Weekly                 (vi)      Semi-Annually

          (iii)    Monthly                (vii)     Annually

          (iv)     Bi-Monthly

                   Indicate Valuation Date(s) to be used by specifying option
                   from list above:









                                       6


<PAGE>   95



                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001


    Type of Contribution(s)                                  Valuation Date(s)
    -----------------------                                  -----------------
    After-Tax Voluntary Contributions [Section 6]
                                                             -----------------
    Elective Deferrals [Section 7(b)]                                 i
                                                             -----------------
    Matching Contributions [Section 7(c)]                             i
                                                             -----------------
    Qualified Non-Elective Contributions [Section 7(d)]               i
                                                             -----------------
    Non-Elective Contributions [Section 7(e), (f) and (g)]            i
                                                             -----------------
    Minimum Top-Heavy Contributions [Section 7(i)]                    i
                                                             -----------------

(m) "Year of Service"

          (i)     For Eligibility Purposes: The 12-consecutive month period 
                  during which an Employee is credited with N/A (not more than 
                  1,000) Hours of Service.

          (ii)    For Allocation Accrual Purposes: The 12-consecutive month
                  period during which an Employee is credited with 501 (not
                  more than 1,000) Hours of Service. (For Plan Years
                  beginning in 1990 and thereafter, if a number greater than
                  501 is specified, it will be deemed to be 501.)

          (iii)   For Vesting Purposes: The 12-consecutive month period during 
                  which an Employee is credited with 1000 (not more than 1,000) 
                  Hours of Service.

4  ELIGIBILITY REQUIREMENTS

     (a)  Service:

          [ ]     (i)    The Plan shall have no service requirement.

          [X]     (ii)   The Plan shall cover only Employees having completed 
                         at least .25 [not more than three (3)] Years of 
                         Service. If more than one (1) is specified, for Plan 
                         Years beginning in 1989 and later, the answer will be 
                         deemed to be one (1).

      NOTE:              If the eligibility period selected is less than one 
                         year, an Employee will not be required to complete any
                         specified number of Hours of Service to receive credit
                         for such period.




                                       7


<PAGE>   96



                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



     (b)  Age:

          [ ]     (i)    The Plan shall have no minimum age requirement.

          [X]     (ii)   The Plan shall cover only Employees having attained 
                         age 18 (not more than age 21).

     (c)  Classification:

          The Plan shall cover all Employees who have met the age and service 
          requirements with the following exceptions:

          [X]     (i)    No exceptions.

          [ ]     (ii)   The Plan shall exclude Employees included in a unit of
                         Employees covered by a collective bargaining agreement
                         between the Employer and Employee Representatives, if
                         retirement benefits were the subject of good faith
                         bargaining. For this purpose, the term "Employee
                         Representative' does not include any organization more
                         than half of whose members are Employees who are 
                         owners, officers, or executives of the Employer.

          [ ]     (iii)  The Plan shall exclude Employees who are
                         nonresident aliens and who receive no earned income
                         from the Employer which constitutes income from
                         sources within the United States.

     (d)  Employees on Effective Date:

          [ ]     (i)    Not Applicable. All Employees will be required to 
                         satisfy both the age and Service requirements 
                         specified above.

          [X]     (ii)   Employees employed on the Plan's Effective Date do not
                         have to satisfy the Service requirements specified 
                         above.

          [X]     (iii)  Employees employed on the Plan's Effective Date do not 
                         have to satisfy the age requirements specified above.







                                       8



<PAGE>   97



                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



5.    RETIREMENT AGES

      (a)      Normal Retirement Age:

               If the Employer imposes a requirement that Employees retire upon
               reaching a specified age, the Normal Retirement Age selected
               below may not exceed the Employer imposed mandatory retirement
               age.

               [X]  (i)  Normal Retirement Age shall be 65 (not to exceed 
                         age 65).

               [ ]  (ii) Normal Retirement Age shall be the later
                         of attaining age (not to exceed age 65) or the
                         ____ (not to exceed the 5th) anniversary of the
                         first day of the first Plan Year in which the
                         Participant commenced participation in the Plan.

      (b)      Early Retirement Age:

               [ ]  (i)  Not Applicable.

               [X]  (ii) The Plan shall have an Early Retirement
                         Age of 55 (not less than 55) and completion of
                         N/A Years of Service.

6.   EMPLOYEE CONTRIBUTIONS

     [X]      (a)  Participants shall be permitted to make Elective Deferrals 
                   in any amount from 1% up to 15% of their Compensation.

                   If (a) is applicable, Participants shall be permitted to
                   amend their Salary Savings Agreements to change the
                   contribution percentage as provided below: 

                   [ ]  (i)    On the first day of the Plan Year and on the 
                               first day of the seventh month of the Plan Year.

                   [ ]  (ii)   On the first day of the next payroll period.

                   [X]  (iii)  On the first day of each month.

                   [ ]  (iv)   On the first day of each quarter.

     [ ]      (b)  Participants shall be permitted to make after tax Voluntary 
                   Contributions.





                                       9


<PAGE>   98



                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001

     [ ]      (c)  Participants shall be required to make after tax Voluntary 
                   Contributions as follows (Thrift Savings Plan):

                   [ ]  (i)    ____ % of Compensation.

                   [ ]  (ii)   A percentage determined by the Employee on his or
                               her enrollment form.

     [X]      (d)  If necessary to pass the Average Deferral Percentage Test, 
                   Participants [ ] may [X] may not have Elective Deferrals 
                   recharacterized as Voluntary Contributions.

NOTE:              The Average Deferral Percentage Test will apply to 
                   contributions under (a) above. The Average Contribution 
                   Percentage Test will apply to contributions under (b) and 
                   (c) above, and may apply to (a).

7.   EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

NOTE:              The Employer shall make contributions to the Plan in 
                   accordance with the formula or formulas selected below. The 
                   Employer's contribution shall be subject to the limitations 
                   contained in Articles III and X. For this purpose, a 
                   contribution for a Plan Year shall be limited for the 
                   Limitation Year which ends with or within such Plan Year. 
                   Also, the integrated allocation formulas below are for Plan 
                   Years beginning in 1989 and later. The Employer's allocation
                   for earlier years shall be as specified in its Plan prior to
                   amendment for the Tax Reform Act of 1986.

(a)       Profits Requirement:

          (i)      Current or Accumulated Net Profits are required for:

                   [ ]   (A)    Matching Contributions.

                   [ ]   (B)    Qualified Non-Elective Contributions.

                   [ ]   (C)    discretionary contributions.

          (ii)     No Net Profits are required for:

                   [X]   (A)    Matching Contributions.

                   [X]   (B)    Qualified Non-Elective Contributions.

                   [X]   (C)    discretionary contributions.

     NOTE:               Elective Deferrals can always be contributed regardless
                         of profits.





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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001


[X]  (b)  Salary Savings Agreement:

          The Employer shall contribute and allocate to each Participant's
          account an amount equal to the amount withheld from the
          Compensation of such Participant pursuant to his or her Salary
          Savings Agreement. If applicable, the maximum percentage is
          specified in Section 6 above.

          An Employee who has terminated his or her election under the
          Salary Savings Agreement other than for hardship reasons may not
          make another Elective Deferral: [ ] (i) until the first day of
          the next Plan Year.

          [ ]    (ii)     until the first day of the next payroll period.
          
          [X]    (iii)    until the first day of the next month.

          [ ]    (iv)     until the first day of the next quarter.

[X]  (c)  Matching Employer Contribution [See paragraphs (h) and (i)]:

          [X]    (i)      PERCENTAGE MATCH: The Employer shall contribute
                          and allocate to each eligible Participant's 
                          account an amount equal to 50% of the amount 
                          contributed and allocated in accordance with 
                          paragraph 7(b) above and (if checked) _______%
                          of [ ] the amount of Voluntary Contributions 
                          made in accordance with paragraph 4.1 of the 
                          Basic Plan Document #04. The Employer shall not
                          match Participant Elective Deferrals as
                          provided above in excess of $N/A or in excess
                          of 6% of the Participant's Compensation or if
                          applicable, Voluntary Contributions in excess
                          of $_______ or in excess of ______ % of the
                          Participant's Compensation. In no event will
                          the match on both Elective Deferrals and
                          Voluntary Contributions exceed a combined
                          amount of $ or ____%.

          [ ]    (ii)     DISCRETIONARY MATCH: The Employer shall
                          contribute and allocate to each eligible
                          Participant's account a percentage of the
                          Participant's Elective Deferral contributed
                          and allocated in accordance with paragraph
                          7(b) above. The Employer shall set such
                          percentage prior to the end of the Plan Year.
                          The Employer shall not match Participant
                          Elective Deferrals in excess of $______ or in
                          excess of _____ % of the Participant's
                          Compensation.


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                                                     PROTOTYPE CASH OR DEFERRED
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          [ ]  (iii)     TIERED MATCH: The Employer shall contribute and 
                         allocate to each Participant's account an amount
                         equal to ____% of the first ____ % of the 
                         Participant's Compensation, to the extent 
                         deferred. 

                         _________% of the next ________% of the 
                         Participant's Compensation, to the extent 
                         deferred. 

                         _________% of the next ________% of the
                         Participant's Compensation, to the extent 
                         deferred.

NOTE:          Percentages specified in (iii) above may not increase as the
               percentage of Participant's contribution increases 

          [ ]  (iv)      FLAT DOLLAR MATCH: The Employer shall contribute and 
                         allocate to each Participant's account $_____ if the 
                         Participant defers at least 1% of Compensation.

         [ ]   (v)       PERCENTAGE OF COMPENSATION MATCH: The Employer shall 
                         contribute and allocate to each Participant's account 
                         _____% of Compensation if the Participant defers at 
                         least 1% of Compensation.

         [ ]   (vi)      PROPORTIONATE COMPENSATION MATCH: The Employer shall
                         contribute and allocate to each Participant who defers
                         at least 1% of Compensation, an amount determined by 
                         multiplying such Employer Matching Contribution by a 
                         fraction the numerator of which is the Participant's 
                         Compensation and the denominator of which is the
                         Compensation of all Participants eligible to receive 
                         such an allocation, The Employer shall set such 
                         discretionary contribution prior to the end of the 
                         Plan Year.

         [X]   (vii)     QUALIFIED MATCH: Employer Matching Contributions will 
                         be treated as Qualified Matching Contributions to the 
                         extent specified below:

                         [ ]      (A)     All Matching Contributions.

                         [ ]      (B)     None.

                         [ ]      (C)     _______% of the Employer's Matching 
                                          Contribution.

                         [ ]      (D)     up to _______ % of each Participant's
                                          Compensation.

                         [X]      (E)     The amount necessary to meet the 
                                          [ ] Average Deferral Percentage (ADP)
                                          test, [ ] Average Contribution
                                          Percentage (ACP) test, [X]
                                          Both the ADP and ACP tests.




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                                                     PROTOTYPE CASH OR DEFERRED
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               (viii)    MATCHING CONTRIBUTION COMPUTATION PERIOD: The time 
                         period upon which matching contributions will be based
                         shall be:

                         [ ]       (A)     weekly

                         [ ]       (B)     bi-weekly

                         [ ]       (C)     semi-monthly

                         [X]       (D)     monthly

                         [ ]       (E)     quarterly

                         [ ]       (F)     semi-annually

                         [ ]       (G)     annually

                         [ ]       (H)     each payroll period

               (ix)      ELIGIBILITY FOR MATCH: Employer Matching Contributions,
                         whether or not Qualified, will only be made on Employee
                         Contributions not withdrawn prior to the end of the    
                         [X] valuation period [ ] Plan Year.

[X] (d)   Qualified Non-Elective Employer Contribution - [See paragraphs (h)
          and (i)] These contributions are fully vested when contributed.

          The Employer shall have the right to make an additional discretionary
          contribution which shall be allocated to each eligible Employee in
          proportion to his or her Compensation as a percentage of the
          Compensation of all eligible Employees. This part of the Employer's
          contribution and the allocation thereof shall be unrelated to any
          Employee contributions made hereunder. The amount of Qualified
          non-Elective Contributions taken into account for purposes of meeting
          the ADP or ACP test requirements is:

          [ ]  (i)  All such Qualified non-Elective Contributions. 

          [X]  (ii) The amount necessary to meet [ ] the ADP test, [ ] the
                    ACP test, [X] Both the ADP and ACP tests.




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                                                     PROTOTYPE CASH OR DEFERRED
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          Qualified non-Elective Contributions will be made to:

          [ ]  (iii) All Employees eligible to participate.

          [X]  (iv)  Only non-Highly Compensated Employees eligible to 
                     participate.

[X] (e)   Additional Employer Contribution Other Than Qualified Non-Elective 
          Contributions Non-Integrated [See paragraphs (h) and(i)]

          The Employer shall have the right to make an additional discretionary
          contribution which shall be allocated to each eligible Employee in
          proportion to his or her Compensation as a percentage of the
          Compensation of all eligible Employees. This part of the Employer's
          contribution and the allocation thereof shall be unrelated to any
          Employee contributions made hereunder.

[ ]  (f)  Additional Employer Contribution - Integrated Allocation Formula [See
          paragraphs (h) and (i)]

          The Employer shall have the right to make an additional discretionary
          contribution. The Employer's contribution for the Plan Year plus any
          forfeitures shall be allocated to the accounts of eligible
          Participants as follows:

          (i)   First, to the extent contributions and forfeitures are
                sufficient, all Participants will receive an allocation equal to
                3% of their Compensation.

          (ii)  Next, any remaining Employer Contributions and forfeitures will
                be allocated to Participants who have Compensation in excess of
                the Taxable Wage Base (excess Compensation). Each such
                Participant will receive an allocation in the ratio that his or
                her excess compensation bears to the excess Compensation of all
                Participants. Participants may only receive an allocation of 3%
                of excess Compensation.

          (iii) Next, any remaining Employer contributions and forfeitures will
                be allocated to all Participants in the ratio that their
                Compensation plus excess Compensation bears to the total
                Compensation plus excess Compensation of all Participants.
                Participants may only receive an allocation of up to 2.7% of
                their Compensation plus excess Compensation, under this
                allocation method. If the Taxable Wage Base defined at Section
                3(j) is less than or equal to the greater of $10,000 or 20% of
                the maximum, the 2.7% need not be reduced. If the amount
                specified is greater than the greater of $10,000 or 20% of the
                maximum Taxable Wage Base, but not more than 80%, 2.7% must be
                reduced to 1.3%. If the amount specified is greater than 80% but
                less than 100% of the maximum Taxable Wage Base, the 2.7% must
                be reduced to 2.4%.



                                       14


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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



          NOTE:     If the Plan is not Top-Heavy or if the Top-Heavy minimum
                    contribution or benefit is provided under another Plan [see
                    Section 11(c)(ii)] covering the same Employees,
                    sub-paragraphs (i) and (ii) above may be disregarded and
                    5.7%, 4.3% or 5.4% may be substituted for 2.7%, 1.3% or
                    2.4% where it appears in (iii) above.

          (iv)  Next, any remaining Employer contributions and forfeitures will
                be allocated to all Participants (whether or not they received
                an allocation under the preceding paragraphs) in the ratio that
                each Participant's Compensation bears to all Participants'
                Compensation.

[ ]  (g)  Additional Employer Contribution-Alternative Integrated Allocation
          Formula (See paragraph (h) and (i)]

          The Employer shall have the right to make an additional discretionary
          contribution. To the extent that such contributions are sufficient,
          they shall be allocated as follows:

          ________% of each eligible Participant's Compensation plus _____% of
          Compensation in excess of the Taxable Wage Base defined at Section
          3(j) hereof. The percentage on excess compensation may not exceed the
          lesser of (i) the amount first specified in this paragraph or (ii)
          the greater of 5.7% or the percentage rate of tax under Code Section
          3111(a) as in effect on the first day of the Plan Year attributable
          to the Old Age (OA) portion of the OASDI provisions of the Social
          Security Act. If the Employer specifies a Taxable Wage Base in
          Section 3(j) which is lower than the Taxable Wage Base for Social
          Security purposes (SSTWB) in effect as of the first day of the Plan
          Year, the percentage contributed with respect to excess Compensation
          must be adjusted. If the Plan's Taxable Wage Base is greater than the
          larger of $10,000 or 20% of the SSTWB but not more than 80% of the
          SSTWB, the excess percentage is 4.3%. If the Plan's Taxable Wage Base
          is greater than 80% of the SSTWB but less than 100% of the SSTWB, the
          excess percentage is 5.4%

   NOTE:  Only one plan maintained by the Employer may be integrated with Social
          Security.

     (h)  Allocation of Excess Amounts (Annual Additions)

          In the event that the allocation formula above results in an Excess
          Amount, such excess shall be:

          [ ]     (i)   placed in a suspense account accruing no gains or losses
                        for the benefit of the Participant.




                                       15


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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001


          [X]     (ii)  reallocated as additional Employer contributions to all 
                        other Participants to the extent that they do not have 
                        any Excess Amount.

     (i)  Minimum Employer Contribution Under Top-Heavy Plans:

          For any Plan Year during which the Plan is Top-Heavy, the sum of the
          contributions and forfeitures as allocated to eligible Employees
          under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this Adoption
          Agreement shall not be less than the amount required under paragraph
          14.2 of the Basic Plan Document #04. Top-Heavy minimums will be
          allocated to:

          [X]      (i)    all eligible Participants.

          [ ]      (ii)   only eligible non-Key Employees who are 
                               Participants.

     (j)  Return of Excess Contributions and/or Excess Aggregate Contributions:

          In the event that one or more Highly Compensated Employees is subject
          to both the ADP and ACP tests and the sum of such tests exceeds the
          Aggregate Limit, the limit will be satisfied by reducing the:

          [ ]      (i)    the ADP of the affected Highly Compensated 
                          Employees.

          [ ]      (ii)   the ACP of the affected Highly Compensated 
                          Employees.

          [X]      (iii)  a combination of the ADP and ACP of the affected 
                          Highly Compensated Employees.

8.   ALLOCATIONS TO TERMINATED EMPLOYEES

     (a)  For Plan Years beginning prior to 1990:

          [ ]      (i)    For Plan Years beginning prior to 1990, the 
                          Employer will not allocate Employer related 
                          contributions to any Participant who terminates 
                          employment during the Plan Year.

          [ ]      (ii)   The Employer will allocate Employer related 
                          contributions to Employees who terminate during 
                          the Plan Year as a result of:

                          [ ]  (1)  Retirement.

                          [ ]  (2)  Disability.




                                       16


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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001


                          [ ]  (3)  Death.

                          [ ]  (4)  Other termination provided that 
                                    the Participant has completed a 
                                    Year of Service.

                          [ ]  (5)  Other termination.

     (b)  For Plan Years beginning in 1990 and thereafter, the Employer will
          allocate Employer related contributions to any Participant who is
          credited with more than 500 Hours of Service or is employed on the
          last day of the Plan Year without regard to the number of Hours of
          Service.

          The Employer will also allocate Employer related contributions to any
          Participant who terminates during the Plan Year without accruing the
          necessary Hours of Service if they terminate as a result of:

          [X]      (i)      Retirement.

          [X]      (ii)     Disability.

          [X]      (iii)    Death.

9.    ALLOCATION OF FORFEITURES

      NOTE:        Subsections (a), (b) and (c) below apply to forfeitures
                   of amounts other than Excess Aggregate Contributions.


      (a) Allocation Alternatives:

          If forfeitures are allocated to Participants, such allocation shall be
          done in the same manner as the Employer's contribution.

          [X]      (i)      Not Applicable. All contributions are always 
                            fully vested.

          [ ]      (ii)     Forfeitures shall be allocated to Participants
                            in the same manner as the Employer's contribution.

                            If allocation to other Participants is selected, the
                            allocation shall be as follows:





                                       17


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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



               [1]      Amount attributable to Employer discretionary 
                        contributions and Top-Heavy minimums will be allocated 
                        to:

                        [ ]  all eligible Participants under the Plan.


                        [ ]  only those Participants eligible for an allocation
                             of matching contributions in the current year.

               [2]      Amounts attributable to Employer Matching contributions 
                        will be allocated to:

                        [ ]  all eligible Participants.

                        [ ]  only those Participants eligible for allocations of
                             matching contributions in the current year.

     [ ]  (iii) Forfeitures shall be applied to reduce the Employer's 
                contribution for such Plan Year.

     [ ]  (iv)  Forfeitures shall be applied to offset administrative
                expenses of the Plan. If forfeitures exceed these expenses, 
                (iii) above shall apply.

   (b)  Date for Reallocation:

   NOTE:     If no distribution has been made to a former Participant, 
             sub-section (ii) below will apply to such Participant even if the 
             Employer elects (i), (iii), (iv), or (v) below as its normal 
             administrative policy.

     [X]     (i)    For Daily Valued Plans, forfeitures shall be reallocated 
                    during the Valuation at end of next Plan Year immediately 
                    following receipt of cashout.

     [ ]     (ii)   Forfeitures shall be reallocated at the end of the Plan Year
                    during which the former Participant incurs his or her fifth 
                    consecutive one year Break In Service.

     [ ]     (iii)  Forfeitures will be reallocated immediately (as of the next
                    Valuation Date).

     [ ]     (iv)   Forfeitures shall be reallocated at the end of the Plan Year
                    during which the former Employee incurs his or her __ 
                    (1st, 2nd, 3rd, or 4th) consecutive one year Break In 
                    Service.

     [ ]     (v)    Forfeitures will be reallocated immediately (as of the Plan 
                    Year end).



                                       18


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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



     (c)  Restoration of Forfeitures:

          If amounts are forfeited prior to five consecutive 1-year Breaks in
          Service, the Funds for restoration of account balances will be
          obtained from the following resources in the order indicated (fill in
          the appropriate number)

          [1]    (i)   Current year's forfeitures.

          [2]   (ii)   Additional Employer contribution.

          [ ]   (iii)  Income or gain to the Plan.

      (d) Forfeitures of Excess Aggregate Contributions shall be:

          [X]    (i)    Applied to reduce Employer contributions.

          [ ]    (ii)   Allocated, after all other forfeitures under the 
                        Plan, to the Matching Contribution account of each
                        non-Highly Compensated Participant who made 
                        Elective Deferrals or Voluntary Contributions in 
                        the ratio which each such Participant's 
                        Compensation for the Plan Year bears to the total
                        Compensation of all Participants for such Plan 
                        Year. Such forfeitures cannot be allocated to the
                        account of any Highly Compensated Employee.

          Forfeitures of Excess Aggregate Contributions will be so applied at
          the end of the Plan Year in which they occur.

10.   CASH OPTION

      [ ] (a)  The Employer may permit a Participant to elect to defer to the
               Plan, an amount not to exceed ______ % of any Employer paid cash
               bonus made for such Participant for any year. A Participant must
               file an election to defer such contribution at least fifteen
               (15) days prior to the end of the Plan Year. If the Employee
               fails to make such an election, the entire Employer paid cash
               bonus to which the Participant would be entitled shall be paid
               as cash and not to the Plan. Amounts deferred under this section
               shall be treated for all purposes as Elective Deferrals.
               Notwithstanding the above, the erection to defer must be made
               before the bonus is made available to the Participants.

      [X] (b)  Not Applicable.



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                                                     PROTOTYPE CASH OR DEFERRED
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11   LIMITATIONS ON ALLOCATIONS

     [ ]  This is the only Plan the Employer maintains or ever maintained;
          therefore, this section is not applicable.

     [X]  The Employer does maintain or has maintained another Plan (including 
          a Welfare Benefit Fund or an individual medical account [as defined 
          in Code Section 415(l)(2)], under which amounts are treated as Annual
          Additions) and has completed the proper sections below.

          Complete (a), (b) and (c) only if the Employer maintains or ever
          maintained another qualified plan, including a Welfare Benefit Fund
          or an individual medical account [as defined in Code Section
          415(l)(2)], in which any Participant in this Plan is (or was) a
          participant or could possibly become a participant.

     (a)  If the Participant is covered under another qualified Defined 
          Contribution Plan maintained by the Employer, other than a Master or 
          Prototype Plan:

          [X]  (i)   the provisions of Article X of the Basic Plan Document #04 
                     will apply, as if the other plan were a Master or Prototype
                     Plan.

          [ ]  (ii)  Attach provisions stating the method under which the plans 
                     will limit total Annual Additions to the Maximum
                     Permissible Amount, and will properly reduce any Excess 
                     Amounts, in a manner that precludes Employer discretion.

     (b)  If a Participant is or ever has been a participant in a Defined 
          Benefit Plan maintained by the Employer:

          Attach provisions which will satisfy the 1.0 limitation of Code
          Section 415(e). Such language must preclude Employer discretion.
          The Employer must also specify the interest and mortality
          assumptions used in determining Present Value in the Defined
          Benefit Plan.

     (c)  The minimum contribution or benefit required under Code Section 416 
          relating to Top-Heavy Plans shall be satisfied by:

          [X]    (i)    this Plan.

          [ ]    (ii)   
                        _________________________________________________
                       (Name of other qualified plan of the Employer).




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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



          [ ]    (iii)  Attach provisions stating the method under which 
                        the minimum contribution and benefit provisions of 
                        Code Section 416 will be satisfied. If a Defined 
                        Benefit Plan is or was maintained, an attachment 
                        must be provided showing interest and mortality 
                        assumptions used in the Top-Heavy Ratio.

12.  VESTING

     Employees shall have a fully vested and nonforfeitable interest in any
     Employer contribution and the investment earnings thereon made in
     accordance with paragraphs (select one or more options) [X] 7(c), [X]
     7(e), [ ] 7(f), [ ] 7(g) and [X] 7(i) hereof. Contributions under
     paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or more
     of the foregoing options are not selected, such Employer contributions
     shall be subject to the vesting table selected by the Employer.

     Each Participant shall acquire a vested and nonforfeitable percentage in
     his or her account balance attributable to Employer contributions and the
     earnings thereon under the procedures selected below except with respect
     to any Plan Year during which the Plan is Top-Heavy, in which case the
     Two-twenty vesting schedule [Option (b)(iv)] shall automatically apply
     unless the Employer has already elected a faster vesting schedule. If the
     Plan is switched to option (b)(iv), because of its Top-Heavy status, that
     vesting schedule will remain in effect even if the Plan later becomes
     non-Top-Heavy until the Employer executes an amendment of this Adoption
     Agreement indicating otherwise.

     (a)  Computation Period:

          The computation period for purposes of determining Years of Service
          and Breaks in Service for purposes of computing a Participant's
          nonforfeitable right to his or her account balance derived from
          Employer contributions:

          [X]  (i)    shall not be applicable since Participants are always 
                      fully vested,

          [ ]  (ii)   shall commence on the date on which an Employee first 
                      performs an Hour of Service for the Employer and each
                      subsequent 12-consecutive month period shall commence on 
                      the anniversary thereof, or 

          [ ]  (iii)  shall commence on the first day of the Plan Year during 
                      which an Employee first performs an Hour of Service for 
                      the Employer and each subsequent 12-consecutive month 
                      period shall commence on the anniversary thereof.

          A Participant shall receive credit for a Year of Service if he or she
          completes at least 1,000 hours of Service [or if lesser, the number
          of hours specified at 3(l)(iii) of this


                                       21


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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



          Adoption Agreement] at any time during the 12-consecutive month
          computation period. Consequently, a Year of Service may be earned
          prior to the end of the 12-consecutive month computation period and
          the Participant need not be employed at the end of the 12-consecutive
          month computation period to receive credit for a Year of Service.

(b)       Vesting Schedules:

NOTE:          The vesting schedules below only apply to a Participant who has
               at least one Hour of Service during or after the 1989 Plan Year.
               If applicable, Participants who separated from Service prior to
               the 1989 Plan Year will remain under the vesting schedule as in
               effect in the Plan prior to amendment for the Tax Reform Act of
               1986.

         (i)   Full and immediate vesting

<TABLE>
<CAPTION>
                                       Years of Service
                                       ----------------
                        1          2         3       4        5       6        7
                        -          -         -       -        -       -        -
         <S>        <C>        <C>        <C>     <C>     <C>     <C>        <C>
          (ii)             %       100%
                     ------

          (iii)            %          %      100%
                     ------     ------

          (iv)             %        20%       40%     60%     80%    100%
                     ------

          (v)              %          %       20%     40%     60%     80%     100%
                     ------     ------

          (vi)           10%        20%       30%     40%     60%     80%     100%

          (vii)            %          %         %       %    100%
                     ------     ------     ------  ------

          (viii)           %          %         %       %       %       %     100%
                     ------     ------     ------  ------  ------  ------
</TABLE>


NOTE:          The percentages selected for schedule (viii) may not be less for 
               any year than the percentages shown at schedule (v).


          [ ]  All contributions other than those which are fully vested when 
               contributed will vest under schedule ___ above.








                                       22


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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



          [ ]  Contributions other than those which are fully vested when
               contributed will vest as provided below:

                  Vesting
               Option Selected            Type Of Employer Contribution
               ---------------            -----------------------------

                                          7(c) Employer Match on Salary Savings
               ---------------
                                          7(c) Employer Match on Employee 
                                               Voluntary
               ---------------

                                          7(e) Employer Discretionary
               ---------------

                                          7(f) & (g) Employer Discretionary - 
                                                     Integrated
               ---------------

      (c)      Service disregarded for Vesting:

               [X]    (i)   Not Applicable. All Service shall be considered.

               [ ]    (ii)  Service prior to the Effective Date of this Plan or
                            a predecessor plan shall be disregarded when 
                            computing a Participant's vested and nonforfeitable
                            interest.

               [ ]    (iii) Service prior to a Participant having attained age
                            18 shall be disregarded when computing a 
                            Participant's vested and nonforfeitable interest.

13.  SERVICE WITH PREDECESSOR ORGANIZATION

     For purposes of satisfying the Service requirements for eligibility, Hours
     of Service shall include Service with the following predecessor
     organization(s):
     (These hours will also be used for vesting purposes.)

     FOXMEYER CORPORATION


14.  ROLLOVER/TRANSFER CONTRIBUTIONS

     (a)  Rollover Contributions, as described at paragraph 4.3 of the Basic 
          Plan Document #04, [X] shall [ ] shall not be permitted. If permitted
          Employees [X] may [ ] may not make Rollover Contributions prior to 
          meeting the eligibility requirements for participation in the Plan.


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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



     (b)  Transfer Contributions, as described at paragraph 4.4 of the Basic
          Plan Document #04 [X] shall [ ] shall not be permitted. If permitted,
          Employees [X] may [ ] may not Transfer Contributions prior to meeting
          the eligibility requirements for participation in the Plan.

     NOTE:     Even if available, the Employer may refuse to accept such
               contributions if its Plan meets the safe-harbor rules of
               paragraph 8.7 of the Basic Plan Document #04.

15.  HARDSHIP WITHDRAWALS

     Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
     Document #04, [X] are [ ] are not permitted.

16.  PARTICIPANT LOANS

     Participant loans, as provided for in paragraph 13.5 of the Basic Plan
     Document #04, [X] are [ ] are not permitted. If permitted, repayments of
     principal and interest shall be repaid to [X] the Participant's segregated
     account or [ ] the general Fund.

17.  INSURANCE POLICIES

     The insurance provisions of paragraph 13.6 of the Basic Plan Document #04
     [ ] shall [X] shall not be applicable.

18.  EMPLOYER INVESTMENT DIRECTION AND PROXY VOTING

     (a)  The Employer investment direction provisions, as set forth in
          paragraph 13.7 of the Basic Plan Document #04, [ ] shall [X] shall
          not be applicable.

     (b)  Employer hereby directs that the voting of proxies on securities in
          which the trust assets are invested (except Qualifying Employer
          Securities) shall be voted by the Plan Trustee (choose one of the
          following): 

                    at the direction of the Employer; OR 

          [X]       as it determines in its discretion.

          The voting of any proxies of securities (except Qualifying Employer
          Securities) for which an investment manager has been appointed
          pursuant to ERISA Section 403(a) shall be voted by the investment
          manager unless the Employer has reserved to itself the right to
          direct the Plan Trustee as to how such proxies should be voted. In
          such case, the Employer will notify the Plan Trustee, in writing, as
          to how to vote such proxies.


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          The Plan Trustee shall be under nO duty to inquire OR investigate as
          to who has responsibility for voting proxies on securities for which
          an investment manager has been appointed, and it shall not vote such
          proxies unless and until it has been notified to do so.

19.  EMPLOYEE INVESTMENT DIRECTION

     (a)  The Employee investment direction provisions, as set forth in
          paragraph 13.8 of the Basic Plan Document #04, [X] shall [ ] shall
          not be applicable.

               If applicable, Participants may direct their investments:

               [X]      (i)      among finds offered by the Trustee.

               [ ]      (ii)     among any allowable investments.

     (b)  Participants may direct the following kinds of contributions and the
          earnings thereon (check all applicable):

               [X]      (i)      All Contributions.

               [ ]      (ii)     Elective Deferrals.

               [ ]      (iii)    Employee Voluntary Contributions (after-tax).

               [ ]      (iv)     Employee Mandatory Contributions (after-tax).

               [ ]      (v)      Employer Qualified Matching Contributions.

               [ ]      (vi)     Other Employer Matching Contributions.

               [ ]      (vii)    Employer Qualified Non-Elective Contributions.

               [ ]      (viii)   Employer Discretionary Contributions.

               [ ]      (ix)     Rollover Contributions.

               [ ]      (x)      Transfer Contributions.

               [ ]      (xi)     All of above which are checked, but only to the
                                 extent that the Participant is vested in those 
                                 contributions.





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     NOTE:     To the extent Employee investment direction was previously
               allowed, the Trustee shall have the right to either make the
               assets part of the general Trust, or leave them as separately
               invested subject to the rights of paragraph 13.8.

20.  EARLY PAYMENT OPTION

     (a)  A Participant who separates from Service prior to retirement, death
          or Disability [X] may [ ] may not make application to the Employer
          requesting an early payment of his or her vested account balance.

     (b)  A Participant who has attained age 59-1/2 and who has not separated
          from Service [X] may [ ] may not obtain a distribution of his or her
          vested Employer contributions. Distribution can only be made if the
          Participant is 100% vested.

     (c)  A Participant who has attained the Plan's Normal Retirement Age and
          who has not separated from Service [X] may [ ] may not receive a
          distribution of his or her vested account balance.

      NOTE:    If the Participant has had the right to withdraw his or her 
               account balance in the past, this right may not be taken away. 
               Notwithstanding the above, to the contrary, required minimum 
               distributions will be paid.  For timing of distributions, see 
               item 21(a) below.

21.  DISTRIBUTION OPTIONS

     (a)  Timing of Distributions:

          In cases of termination for other than death, Disability or
          retirement, benefits shall be paid:

          [ ]  (i)   As soon  valuation as administratively feasible, following 
                     the close of the period during which a distribution is
                     requested or otherwise payable.

          [ ]  (ii)  As soon as administratively feasible following the close of
                     the Plan Year during which a distribution is requested or
                     is otherwise payable.

          [X]  (iii) As soon as administratively feasible, following the date on
                     which a distribution is requested or is otherwise payable.

          [ ]  (iv)  As soon as administratively feasible, after the close of 
                     the Plan Year during which the Participant incurs ____ 
                     consecutive one-year Breaks in Service.


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          [ ]  (v)    Only after the Participant has achieved the Plan's Normal
                      Retirement Age, or Early Retirement Age, if applicable.

          In cases of death, Disability or retirement, benefits shall be paid:

          [ ]  (vi)   As soon as administratively feasible, following the close 
                      of the valuation period during which a distribution is 
                      requested or is otherwise payable.

          [ ]  (vii)  As soon as administratively feasible following the close 
                      of the Plan Year during which a distribution is requested
                      or is otherwise payable.

          [X]  (viii) As soon as administratively feasible, following the date 
                      on which a distribution is requested or is otherwise 
                      payable.

     (b)  Optional Forms of Payment:

          [X]  (i)    Lump Sum.

          [ ]  (ii)   Installment Payments.

          [ ]  (iii)  Life Annuity *

          [ ]  (iv)   Life Annuity Term Certain *.
                      Life Annuity with payments guaranteed for ________ years
                      (not to exceed 20 years, specify all applicable). 

          [ ]  (v)    Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or [ ]100% 
                      survivor annuity* (specify all applicable).

          [ ]  (vi)   Other form(s) specified:

          *Not available in Plan meeting provisions of paragraph 8.7 of Basic
           Plan Document #04.

     (c)  Recalculation of Life Expectancy:

          In determining required distributions under the Plan, Participants
          and/or their Spouse (Surviving Spouse) [X] shall [ ] shall not have
          the right to have their life expectancy recalculated annually.





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                                                     PROTOTYPE CASH OR DEFERRED
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          If    "shall"

          [ ]   only the Participant shall be recalculated.

          [ ]   both the Participant and Spouse shall be recalculated.

          [X]   who is recalculated shall be determined by the Participant.

22.  SPONSOR CONTACT

     Employers should direct questions concerning the language contained in and
     qualification of the Prototype to:

     BANK ONE TRUST COMPANY. N.A.
     (Job Title) EMPLOYEE BENEFITS DEPARTMENT
     (Phone Number) (614)248-6455

     In the event that the Sponsor amends, discontinues or abandons this
     Prototype Plan, notification will be provided to the Employer's address
     provided on the first page of this Agreement.





















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                                                     PROTOTYPE CASH OR DEFERRED
                                                       PROFIT-SHARING PLAN #001



23.  SIGNATURES

     DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT
     BEFORE YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR ATTORNEY OR
     TAX ADVISOR, IF ANY.

     (a)  EMPLOYER:

               Name and address of Employer if different than specified in
               Section 1 above.





               This agreement and the corresponding provisions of the Plan and
               Trust/Custodial Account Basic Plan Document #04 were adopted by
               the Employer the 29 day of April, 1997.

               Signed for the Employer by:

               Title:

               Signature:
                              _________________________________________________

               THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE
               THE ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS
               PLAN.

               Employer's Reliance: An Employer who maintains or has ever
               maintained or who later adopts any Plan [including, after
               December 31, 1985, a Welfare Benefit Fund, as defined in Section
               419(e) of the Code, which provides post-retirement medical
               benefits allocated to separate accounts for Key Employees, as
               defined in Section 419A(d)(3)] or an individual medical account,
               as defined in Code Section 415(l)(2) in addition to this Plan
               may not rely on the opinion letter issued by the National Office
               of the Internal Revenue Service as evidence that this Plan is
               qualified under Section 401 of the Code. If the Employer who
               adopts or maintains multiple Plans wishes to obtain reliance
               that such Plan(s) are qualified, application for a determination
               letter should be made to the appropriate Key District Director
               of Internal Revenue. The Employer understands that its failure
               to properly complete the Adoption Agreement may result in
               disqualification of its plan.

               The Employer may not rely on the opinion letter issued by the
               National Office of the Internal Revenue Service as evidence that
               this Plan is qualified under Section 401 of the Code unless the
               terms of the Plan, as herein adopted or amended, that pertain to
               the requirements of Sections 401(a)(4), 401(a)(17), 401(l),
               401(a)(5), 410(b) and 414(s)


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                                                        PROTOTYPE CASH DEFERRED
                                                       PROFIT-SHARING PLAN #001



23.  SIGNATURES

     DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT
     BEFORE YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR ATTORNEY OR
     TAX ADVISOR, IF ANY.

     (a)  EMPLOYER:

               Name and address of Employer if different than specified in
               Section 1 above.


               US HealthData Interchange, Inc.


               This agreement and the corresponding provisions of the Plan and
               Trust/Custodial Account Basic Plan Document #04 were adopted by
               the Employer the 29 day of April, 1997.

               Signed for the, Employer by:

               Title:

               Signature:
                              _________________________________________________

               THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE
               THE ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS
               PLAN.

               Employer's Reliance: An Employer who maintains or has ever
               maintained or who later adopts any Plan [including, after
               December 31, 1985, a Welfare Benefit Fund, as defined in Section
               419(e) of the Code, which provides post-retirement medical
               benefits allocated to separate accounts for Key Employees, as
               defined in Section 419A(d)(3)] or an individual medical account,
               as defined in Code Section 415(l)(2) in addition to this Plan
               may not rely on the opinion letter issued by the National Office
               of the Internal Revenue Service as evidence that this Plan is
               qualified under Section 401 of the Code. If the Employer who
               adopts or maintains multiple Plans wishes to obtain reliance
               that such Plan(s) are qualified, application for a determination
               letter should be made to the appropriate Key District Director
               of Internal Revenue. The Employer understands that its failure
               to properly complete the Adoption Agreement may result in
               disqualification of its plan.

               The Employer may not rely on the opinion letter issued by the
               National Office of the Internal Revenue Service as evidence that
               this Plan is qualified under Section 401 of the Code unless the
               terms of the Plan, as herein adopted or amended, that pertain to
               the requirements of Sections 401(a)(4), 401(a)(17), 401(1),
               401(a)(5), 41O(b) and 414(s)


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                                                     PROTOTYPE CASH OR DEFERRED
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               of the Code, as amended by the Tax Reform Act of 1986, or later
               laws, (a) are made effective retroactively to the first day of
               the first Plan Year beginning after December 31, 1988 (or such
               later date on which these requirements first become effective
               with respect to this Plan); or (b) are made effective no later
               than the first day on which the Employer is no longer entitled,
               under regulations, to rely on a reasonable, good faith
               interpretation of these requirements, and the prior provisions
               of the Plan constitute such an interpretation.

               This Adoption Agreement may only be used in conjunction with
               Basic Plan Document #04.



































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                                                     PROTOTYPE CASH OR DEFERRED
                                                      PROFIT-SHARING PLAN 11001



[X] (b)        TRUSTEE:

               Trust Agreement:

               [X]      as contained in the Basic Plan Document.
               [ ]      as contained in the accompanying Trust Agreement.

               Complete remaining only if the Trust Agreement is set forth in 
               Basic Plan Document #04

               Name of Trustee:

               BANK ONE TRUST COMPANY, N.A.

               The assets of the Fund shall be invested in accordance with
               paragraph 13.3 of the Basic Plan Document #04 as a Trust. As
               such, the Employer's Plan as contained herein was accepted by
               the Trustee the day of _______________, 19__.

               Signed for the Trustee by:


      Title:
      Signature:     ______________________________

[ ]            CUSTODIAN:

               Custodial Agreement.

               [ ]   as contained in the Basic Plan Document.

               [ ]   as contained in the accompanying Custodial Agreement

               Complete remaining only if the Custodial Agreement is set forth
               in Basic Plan Document #04.

               Name of Custodian:



               The assets of the Fund shall be invested in accordance with
               paragraph 13.4 of the Basic Plan Document #04 as a Custodial
               Account. As such, the Employer's Plan as contained herein was
               accepted by the Custodian the ____ day of ________________ 19__.

      Signed for the Custodian by:






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                                                     PROTOTYPE CASH OR DEFERRED
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Title:

Signature:
           ________________________________   _________________________________

(d)  SPONSOR:

     The Employer's Agreement and the corresponding provisions of the Plan and
     Trust/Custodial Account Basic Plan Document #04 were accepted by the
     Sponsor the day of _______________ 19 .

Signed for the Sponsor by:

Title:

Signature:
           ________________________________   _________________________________
























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