<PAGE>   1
                                                                    EXHIBIT 10.4


                        SUMMARY OF MATERIAL MODIFICATIONS

        Your retirement plan has been amended effective as of December 12, 1994,
or, if later, the first day of the Plan's first plan year. The amendment was
made to conform the plan with certain requirements mandated by the Uniformed
Services Employment and Reemployment Rights Act of 1994. This is a summary of
the modification that was made to the plan. It should be read in conjunction
with the Summary Plan Description that has already been distributed to you.

        Your Plan has been modified to provide that if you are a veteran and are
reemployed under the Uniformed Services Employment and Reemployment Rights Act
of 1994, your qualified military service may be considered service with the
Employer. In addition, loan repayments to the Plan may be suspended for any part
of any period during which you are performing service in the uniformed services.
If you may be affected by any of these provisions, ask your Administrator for
further details.


<PAGE>   2


              AMENDMENT TO REGIS RETIREMENT PLAN SERVICES REGIONAL
                 PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST

        1. Article VI of the Plan is amended by the addition of the new
subsection, effective as of the following date:

        a. For Plans not entitled to extended reliance as described in Revenue
Ruling 94-76, the first day of the first Plan Year beginning on or after
December 31, 1994, or if later, 90 days after December 31, 1994; or

        b. For Plans entitled to extended reliance as described in Revenue
Ruling 94-76, as of the first day of the first plan year beginning in 1999.
However, in the event of a transfer of assets to the Plan from a money purchase
plan that occurs after the after the date of the most recent determination
letter, the effective date of the amendment shall be the date immediately
preceding the date of such transfer of assets.

                  TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN

        Notwithstanding any provision of this plan to the contrary, to the
extent that any optional form of benefit under this plan permits a distribution
prior to the employee's retirement, death, disability, or severance from
employment, and prior to plan termination, the optional form of benefit is not
available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred, within the
meaning of Section 414 (1) of the Internal Revenue Code, to this plan from a
money purchase pension plan qualified under 401 (a) of the Internal Revenue Code
(other than any portion of those assets and liabilities attributable to
voluntary employee contributions).

        2. Article VI is amended by the addition of the following new
subsection, effective as of December 12, 1994:

                               UNIFORMED SERVICES

        Notwithstanding any provision of this plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414 (u) of the Internal
Revenue Code.

        Loan repayments will be suspended under this plan as permitted under
Code Section 414 (u) (4).


                                        1


<PAGE>   3


        Pursuant to the terms of the Plan regarding amendments,

        ______________________________, as the sponsor of the prototype, hereby
adopts this amendment as of the date set forth below.

                               Regis Retirement Plan Services

                               By:_______________________

                               Title:______________________

                               Date:______________________


                                       2


<PAGE>   4


                      REGIS RETIREMENT PLAN SERVICES, INC.
                       DEFINED CONTRIBUTION PLAN AND TRUST





               Copyright 1992 Regis Retirement Plan Services, Inc.


<PAGE>   5


                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                     TOP HEAVY PROVISIONS AND ADMINISTRATION


<TABLE>
<S>                                                                                       <C>
2.1    TOP HEAVY PLAN REQUIREMENTS..........................................................18

2.2    DETERMINATION OF TOP HEAVY STATUS....................................................18

2.3    POWERS AND RESPONSIBILITIES OF THE EMPLOYER..........................................22

2.4    DESIGNATION OF ADMINISTRATIVE AUTHORITY..............................................23

2.5    ALLOCATION AND DELEGATION OF RESPONSIBILITIES........................................23

2.6    POWERS AND DUTIES OF THE ADMINISTRATOR...............................................24

2.7    RECORDS AND REPORTS..................................................................25

2.8    APPOINTMENT OF ADVISERS..............................................................25

2.9    INFORMATION FROM EMPLOYER............................................................25

2.10   PAYMENT OF EXPENSES..................................................................26

2.11   MAJORITY ACTIONS.....................................................................26

2.12   CLAIMS PROCEDURE.....................................................................26

2.13   CLAIMS REVIEW PROCEDURE..............................................................26


                                   ARTICLE III
                                   ELIGIBILITY

3.1    CONDITIONS OF ELIGIBILITY............................................................27

3.2    EFFECTIVE DATE OF PARTICIPATION......................................................27

3.3    DETERMINATION OF ELIGIBILITY.........................................................28

3.4    TERMINATION OF ELIGIBILITY...........................................................28

3.5    OMISSION OF ELIGIBLE EMPLOYEE........................................................28

3.6    INCLUSION OF INELIGIBLE EMPLOYEE.....................................................28

3.7    ELECTION NOT TO PARTICIPATE..........................................................28

3.8    CONTROL OF ENTITIES BY OWNER-EMPLOYEE................................................29
</TABLE>


<PAGE>   6


                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

<TABLE>
<S>                                                                                        <C>
4.1    FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION......................................30

4.2    TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION...........................................31

4.3    ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS.................................31

4.4    MAXIMUM ANNUAL ADDITIONS.............................................................38

4.5    ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS............................................46

4.6    TRANSFERS FROM QUALIFIED PLANS.......................................................46

4.7    VOLUNTARY CONTRIBUTIONS..............................................................48

4.8    DIRECTED INVESTMENT ACCOUNT..........................................................49

4.9    QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS...........................................50

4.10   ACTUAL CONTRIBUTION PERCENTAGE TESTS.................................................50

4.11   INTEGRATION IN MORE THAN OF PLAN.....................................................50


                                    ARTICLE V
                                   VALUATIONS

5.1    VALUATION OF THE TRUST FUND..........................................................51

5.2    METHOD OF VALUATION..................................................................51


                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1    DETERMINATION OF BENEFITS UPON RETIREMENT............................................51

6.2    DETERMINATION OF BENEFITS UPON DEATH.................................................52

6.3    DETERMINATION OF BENEFITS IN EVENT OF DISABILITY.....................................53

6.4    DETERMINATION OF BENEFITS UPON TERMINATION...........................................53

6.5    DISTRIBUTION OF BENEFITS.............................................................57

6.6    DISTRIBUTION OF BENEFITS UPON DEATH..................................................63

6.7    TIME OF SEGREGATION OR DISTRIBUTION..................................................68

6.8    DISTRIBUTION FOR MINOR BENEFICIARY...................................................68

6.9    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.......................................68
</TABLE>


<PAGE>   7


<TABLE>
<S>                                                                                        <C>
6.10   PRE-RETIREMENT DISTRIBUTION..........................................................69

6.11   ADVANCE DISTRIBUTION FOR HARDSHIP....................................................69

6.12   LIMITATIONS ON BENEFITS AND DISTRIBUTIONS............................................70

6.13   SPECIAL RULE FOR NON-ANNUITY PLANS...................................................70


                                   ARTICLE VII
                                     TRUSTEE

7.1    BASIC RESPONSIBILITIES OF THE TRUSTEE................................................71

7.2    INVESTMENT POWERS AND DUTIES OF THE TRUSTEE..........................................71

7.3    OTHER POWERS OF THE TRUSTEE..........................................................73

7.4    LOANS TO PARTICIPANTS................................................................76

7.5    DUTIES OF THE TRUSTEE REGARDING PAYMENTS.............................................79

7.6    TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES........................................79

7.7    ANNUAL REPORT OF THE TRUSTEE.........................................................79

7.8    AUDIT................................................................................80

7.9    RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE.......................................80

7.10   TRANSFER OF INTEREST.................................................................81

7.11   TRUSTEE INDEMNIFICATION..............................................................82

7.12   EMPLOYER SECURITIES AND REAL PROPERTY................................................82

7.13   DIRECT ROLLOVER......................................................................82


                                  ARTICLE VIII
                       AMENDMENT, TERMINATION, AND MERGERS

8.1    AMENDMENT............................................................................83

8.2    TERMINATION..........................................................................84

8.3    MERGER OR CONSOLIDATION..............................................................85
</TABLE>


<PAGE>   8


                                   ARTICLE IX
                                  MISCELLANEOUS

<TABLE>
<S>                                                                                        <C>
9.     EMPLOYER ADOPTIONS...................................................................85

9.2    PARTICIPANT'S  RIGHTS................................................................85

9.3    ALIENATION...........................................................................85

9.4    CONSTRUCTION OF PLAN.................................................................86

9.5    GENDER AND NUMBER....................................................................86

9.6    LEGAL ACTION.........................................................................87

9.7    PROHIBITION AGAINST DIVERSION OF FUNDS...............................................87

9.8    BONDING..............................................................................87

9.9    EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE...........................................88

9.10   INSURER'S PROTECTIVE CLAUSE..........................................................88

9.11   RECEIPT AND RELEASE FOR PAYMENTS.....................................................88

9.12   ACTION BY THE EMPLOYER...............................................................88

9.13   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES.................................88

9.14   HEADINGS.............................................................................89

9.15   APPROVAL BY INTERNAL REVENUE SERVICE.................................................89

9.16   UNIFORMITY...........................................................................90

9.17   PAYMENT OF BENEFITS..................................................................90


                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1   ELECTION TO BECOME A PARTICIPATING EMPLOYER..........................................90

10.2   REQUIREMENTS OF PARTICIPATING EMPLOYERS..............................................90

10.3   DESIGNATION OF AGENT.................................................................91

10.4   EMPLOYEE TRANSFERS...................................................................91

10.5   PARTICIPATION EMPLOYER CONTRIBUTION AND FORFEITURES..................................91

10.6   AMENDMENT............................................................................92
</TABLE>


<PAGE>   9


<TABLE>
<S>                                                                                        <C>
10.7   DISCONTINUANCE OF PARTICIPATION......................................................92

10.8   ADMINISTRATOR'S AUTHORITY............................................................92

10.9   PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE....................................92


                                   ARTICLE XI
                           CASH OR DEFERRED PROVISIONS


11.1   FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION......................................93

11.2   PARTICIPANT'S SALARY REDUCTION ELECTION..............................................94

11.3   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS.................................99

11.4   ACTUAL DEFERRAL PERCENTAGE TESTS....................................................101

11.5   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS......................................104

11.6   ACTUAL CONTRIBUTION PERCENTAGE TESTS................................................108

11.7   ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS..................................111

11.8   ADVANCE DISTRIBUTION FOR HARDSHIP...................................................116
</TABLE>

<PAGE>   10
                                    ARTICLE I
                                   DEFINITIONS

               As used in this Plan, the following words and phrases shall have
the meanings set forth herein unless a different meaning is clearly required by
the context:

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

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

        1.3 "Adoption Agreement" means the separate Agreement which is executed
by the Employer and accepted by the Trustee which sets forth the elective
provisions of this Plan and Trust as specified by the Employer.

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

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

        1.6 "Anniversary Date" means the anniversary date specified in C3 of the
Adoption Agreement.

        1.7 "Beneficiary" means the person to whom a share of a deceased
Participants's interest in the Plan is payable, subject to the restrictions of
Sections 6.2 and 6.6.

        1.8 "Code" means the Internal Revenue Code of 1986, as amended or
replace from time to time

        1.9 "Compensation" with respect to any Participant means one of the
following:

                        (a) "Compensation" on Form W-2. 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



                                       1
<PAGE>   11
                furnish the Employee a written statement under Code Sections
                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 Section 3401 (a) (2).
                Compensation for any Self-Employed Individual shall be equal to
                his Earned Income.

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

                        (c) 415 safe-harbor compensation. Compensation is
                defined as 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 Section
                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 to the extent such contributions are
                        deductible by the Employee, or any distributions from a
                        plan of Deferred compensation;

                        (2) Amounts realized from the exercise of a non
                        qualified stock option, or when restricted stock (or
                        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



                                       2
<PAGE>   12

                        (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 an annuity contract described in section 403 (b) of
                        the Internal Revenue Code (whether or not the
                        contributions are actually excludable from the gross
                        income of the Employee).

               In addition, if specified in the Adoption Agreement, Compensation
for all Plan purposes shall also include compensation which is not currently
includible in the Participant's gross income by reason of the application of
Code Sections 125, 402 (a) (8), 402 (h) (1) (B), or 403 (b).

               Compensation in excess of $200,000 shall be disregarded. Such
amount shall be adjusted at the same time and in such manner as permitted under
Code Section 415 (d).

               Notwithstanding the above, for Plan Years beginning on or after
January 1, 1994, the Compensation of each Employee taken into account under the
Plan shall not exceed the "OBRA '93 annual compensation limit." The "OBRA '93
annual compensation limit" is $150,000, as adjusted by the Commissioner for
increases in the cost-of-living in accordance with Code Section 401 (a) (17)
(B). The cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year. If a determination
period consists of fewer than 12 months, the OBRA '93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is 12.

               For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under Code Section 401 (a) (17) shall
mean the "OBRA '93 annual compensation limit" set forth; in this Section.

               In applying these limitations, the family group of a Highly
Compensated Participant who is subject to the Family Member aggregation rules of
Code Section 414 (q) (6) because such Participant is either a "five percent
owner" of the Employer or one of the ten (10) Highly Compensated Employees paid
the greatest "415 Compensation" during the year, shall be treated as a single
Participant, except that for this purpose Family Members shall include only the
affected Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year. If, as a result of the
application of such rules, the adjusted limitation is exceeded, then (except for
purposes of determining the portion of Compensation up to the integration level
if this plan is integrated), 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.



                                       3
<PAGE>   13

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

        1.10 "Contract" or "Policy" means any life insurance policy, retirement
income policy, or annuity contract (group or individual) issued by the Insurer.
In the event of any conflict between the terms of this Plan and the terms of any
insurance contract purchased hereunder, the Plan provisions shall control.

        1.11 "Deferred Compensation" means, with respect to any Participant,
that portion of the Participant's total Compensation which has been contributed
to the Plan in accordance with the Participant's deferral election pursuant to
Section 11.2.

        1.12 "Early Retirement Date" means the date specified in the Adoption
Agreement on which a Participant or Former Participant has satisfied the age and
service requirements specified in the Adoption Agreement (Early Retirement Age).
A Participant shall become fully Vested upon satisfying this requirement if
still employed at his Early Retirement Age.

        A Former Participant who terminates employment after satisfying the
service requirement for Early Retirement and who thereafter reaches the age
requirement contained herein shall be entitled to receive his benefits under
this Plan.

        1.13 "Earned Income" means with respect to a Self-Employed Individual,
the net earnings from self-employment in the trade or business with respect to
which the Plan is established, for which the personal services of the individual
are a material income-producing factor. Net earnings will be determined without
regard to items not included in gross income and the deductions allocable to
such items. Net earnings are reduced by contributions by the Employer to a
qualified Plan to the extent deductible under Code Section 404. In addition, for
Plan Years beginning after December 31 , 1989, net earnings shall be determined
with regard to the deduction allowed to the Employer by Code Section 164 (f).

        1.14 "Elective Contribution" means the Employer's contributions to the
Plan that are made pursuant to the Participant's defferal election pursuant to
Section 11.2. In addition, if selected in E3 of the Adoption Agreement, the
Employer's matching contribution made pursuant to Section ll.l (b) shall be
considered an Elective Contribution for purposes of the Plan. Elective
Contributions shall be subject to the requirements of Sections 11.2 (b) and 11.2
(c) and shall further be required to satisfy the discrimination requirements of
Regulation 1.401 (k)-l (b) (3), the provisions of which are specifically
incorporated herein by reference.



                                       4
<PAGE>   14

        1.15 "Eligible Employee" means any Employee specified in D1 of the
Adoption Agreement.

        1.16 "Employee" means any person who is employed by the Employer, but
excludes any person who is employed as an independent contractor. The term
Employee shall also include Leased Employees as provided in Code Section 414 (n)
or (o).

        Except as provided in the Non-Standardized Adoption Agreement, all
Employees of all entities which are an Affiliated Employer will be treated as
employed by a single employer.

        1.17 "Employer" means the entity specified in the Adoption Agreement,
any Participating Employer (as defined in Section 10.1) which shall adopt this
Plan, any successor which shall maintain this Plan and any predecessor which has
maintained this Plan.

        1.18 "Excess Compensation" means, with respect to a Plan that is
integrated with Social Security, a Participant's Compensation which is in excess
of the amount set forth in the Adoption Agreement.

        1.19 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions and Qualified Non-Elective Contributions made
on behalf of Highly Compensated Participants for the Plan Year over the maximum
amount of such contributions permitted under Section 11.4 (a).

        1.20 "Excess Deferred compensation" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 11.2 (f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402 (g), which is incorporated
herein by reference.

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

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



                                       5
<PAGE>   15
        1.23 "Fiscal Year" means the Employer's accounting year as specified in
the Adoption Agreement.

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

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

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

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

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

        1.26 "414 (s) Compensation" with respect to any Employee means his
Compensation as defined in Section 1.9. However, for purposes of this Section,
Compensation shall be Compensation paid and shall be determined by including, in
the case of a non-standardized Adoption Agreement, any items that are excluded
from Compensation pursuant to the Adoption Agreement. The amount of "414 (s)
Compensation" with respect to any Employee shall include "414 (s) Compensation"
during the entire twelve (12) month period ending or the last day of such Plan
Year, except that for Plan Years beginning prior to the later of January 1,
1992, or the date that is sixty (60) days after the date final Regulations are
issued, "414 (s) Compensation" shall only be recognized as of an Employee's
effective date of participation.

               In addition, if specified in the Adoption Agreement, "414 (s)
Compensation" shall also include compensation which is not currently includible
in the Participant's gross income by reason of the application of Code Sections
125, 402 (a) (8), 402 (h) (1) (B), or 403 (b), plus Elective Contributions
attributable to Deferred Compensation recharacterized as voluntary Employee
contributions pursuant to 11.5 (a).

        1.27 "415 Compensation" means compensation as defined in Section 4.4 (f)
(2).

        1.28 "Highly Compensated Employee" means an Employee described in Code
Section 414 (q) and the Regulations thereunder and generally means an 



                                       6
<PAGE>   16

Employee who performed services for the Employer during the "determination year"
and is in one or more of the following groups:

                      (a) Employees who at any time during the "determination
               year" or "look-back year" were "five percent owners" as defined
               in Section 1.35 (c).

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

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

                      (d) Employees who during the "look-back year" were of
               officers of the Employer (as that term is defined within the
               meaning of the Regulations under Code Section 416) and received
               "415 Compensation" during the "look-back year" from the Employer
               greater than 50 percent of the limit in effect under Code Section
               415 (b) (i)( A) for any such Plan Year. The number of officers
               shall be limited to the lesser of (i) 50 employees; or (ii) the
               greater of 3 employees or 10 percent of all employees. If the
               Employer does not have at least one officer whose annual "415
               Compensation" is inexcess of 50 percent of the Code Section 415
               (b) (1) (A) limit, then the highest paid officer of the Employer
               will be treated as a Highly Compensated Employee.

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

               The "determination year" shall be the Plan Year for which testing
is being performed, and the "look-back year" shall be the immediately preceding
twelve-month period. However, if the Plan Year is a calendar year, or if another
Plan of the Employer so provides, then the "look-back year" shall be the
calendar year ending with or within the Plan Year for which testing is being
performed, and the "determination year" (if applicable) shall be the period of
time, if any, which extends beyond the "look-back year" and ends on the last day
of the Plan Year for which testing is being performed (the "lag period"). With
respect to this election, it shall be applied on a uniform and consistent basis
to all plans, entities, and arrangements of the Employer.

               For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts that would otherwise be
excluded from a Participant's gross income by reason of the applicant of Code
Sections 125, 402 (a) 



                                       7
<PAGE>   17

(8), 402 (h) (1) (B) and, in the case of Employer contributions made pursuant to
a salary reduction agreement, Code Section 403 (b), Additionally, the dollar
threshold amounts specified in (b) and (c) above shall be adjusted at such time
and in such manner as is provided in Regulations. In the case of such an
adjustment, the dollar limits which shall be applied are those for the calendar
year in which the "determination year" or "look-back year" begins.

               In determining who is a Highly Compensated Employee, Employees
who are non-resident aliens and who received no earned income (within the
meaning of Code Section 911 (d)) from the Employer constituting United States
source income within the meaning of Code Section 861 (a) (3) shall not be
treated as Employees. Additionally, all Affiliated Employers shall be taken into
account as a single employer and Leased Employees within the meaning of Code
Sections 414 (n) (2) and 414 (o) (2) shall be considered Employees unless such
Leased Employees are covered by a plan described in Code Section 414 (n) (5) and
are not covered in any qualified plan maintained by the Employer. The exclusion
of Leased Employees for this purpose shall be applied on a uniform and
consistent basis for all of the Employer's retirement plans. In addition, Highly
Compensated Former Employees shall be treated as Highly Compensated Employees
without regard to whether they performed sevices during the "determination
year".

        1.29 "Highly Compensated Former Employee" means a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55:
(or the last year ending before the Employee's 55th birthday), the Employee
either received "415 Compensation" in excess of $50,000 or was a "five percent
owner". For purposes of this Section, "determination year", "415 Compensation"
and "five percent owner" shall be determined in accordance with Section 1.28.
Highly Compensated Former Employees shall be treated as Highly Compensated
Employees. The method set forth in this Section for determining who is a "Highly
Compensated Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414 (q) definition is applicable.

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

        1.31 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period; (2) each
hour for which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, 



                                       8
<PAGE>   18
holidays, sickness, jury duty, disability, lay-off, military duty or leave of
absence) during the applicable computation period; (3) each hour for which back
pay is awarded or agreed to by the Employer without regard to mitigation of
damages. The same Hours of Service shall not be credited both under (l) or (2),
as the case may be, and under (3).

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

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

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

               Hours of service will be credited for employment with all
Affiliated Employers and for any individual considered to be a Leased Employee
pursuant to Code Sections 414 (n) or 414( o) and the Regulations thereunder.

               Hours of Service will be determined on the basis of the method
selected in the Adoption Agreement.

        1.32 "Insurer" means any legal reserve insurance company which shall
issue one or more policies under the Plan.

        1.33 "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as 



                                       9
<PAGE>   19
an investment adviser under the Investment Advisers Act of 1940, a bank, or an
insurance company.

        1.34 "Joint and Survivor Annuity" means an annuity for the life of a
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than 1/2, nor greater than the amount of the annuity payable
during the joint lives of the Participant and the Participant's spouse. The
Joint and Survivor Annuity will be the amount of benefit which can be purchased
with the Participant's Vested interest in the Plan.

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

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

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

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

                      (d) a "five percent owner" of the Employer having an
               annual "415 Compensation" from the Employer of more than $150,
               000. "One percent owner' means any person who owns (or is
               considered as owning within the meaning of Code Section 318) more
               than one percent (1%) of the outstanding stock or the Employer or
               stock possessing more than one percent (1%) of the total combined
               voting power of all stock of the Employer or, in the case of an
               unincorporated 



                                       10
<PAGE>   20

                business, any person who owns more than one percent (1%) of the
                capital or profits interest in the Employer. In determining
                percentage ownership hereunder, employers that would otherwise
                be aggregated under Code Sections 414 (b) (c), (m) and (o) shall
                be treated as separate employers. However, in determining
                whether an individual has "415 Compensation' of more than
                $150,000, "415 Compensation" from each employer required to be
                aggregated under Code Sections 414 (b) (c), (m) and (o) shall be
                taken into account.

                For purposes of this Section, the determination of. "415
Compensation" shall be made by including amounts that would otherwise be
excluded from a Participant's gross income by reason of the application of Code
Sections 125, 402 (a) (8), 402 (h) (1) (B) and, in the case of Employer
contributions made pursuant to a salary reduction agreement, Code Section 403
(b).

        1.36 "Late Retirement Date" means the date of, or the first day of the
month or the Anniversary Date coinciding with or next following, whichever
corresponds to the election made for the Normal Retirement Date, a Participant's
actual retirement after having reached his Normal Retirement Date.

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

               A leased employee shall not be considered an Employee of the
recipient if: (i) such employee is covered by a money purchase pension plan
providing: (1) a nonintegrated employer contribution rate of at least 10 percent
of compensation, as defined in Code Section 415 (c) (3), but including amounts
contributed pursuant to a salary reduction agreement which are excludable from
the employees gross income under Code Sections 125, 402 (a) (8), 402 (h), or 403
(b),(2) immediate participation, and (3) full and immediate vesting; and (ii)
leased employees do not constitute more than 20 percent of the recipient's
nonhighly compensated workforce.

        1.38 "Net Profit" means with respect to any Fiscal Year the Employer's
net income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income, or of
contributions made by the Employer to this Plan and any other qualified plan.



                                       11
<PAGE>   21

        1.39 "Non-Elective Contribution" means the Employer's contributions to
the Plan other than those made pursuant to the Participant's deferral election
made pursuant to Section 11.2 and any Qualified Non-Elective Contribution. In
addition, if selected in E3 of the Adoption Agreement, the Employer's Matching
Contribution made pursuant to Section 4.3 (b) shall be considered a Non-Elective
Contribution for purposes of the Plan.

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

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

        1.42 "Normal Retirement Age" means the age specified in the Adoption
Agreement at which time a Participant shall become fully Vested in his
Participant's Account.

        1.43 "Normal Retirement Date" means the date specified in the Adoption
Agreement on which a Participant shall become eligible to have his benefits
distributed to him.

        1.44 "1-Year Break in Service" means (a) if the 1,000 hour method is
selected in the Adoption Agreement, the applicable computation period during
which an Employee has not completed more than 500 Hours of Service with the
Employer; or (b) if the elasped time method is selected in the Adoption
Agreement, a Period of Severance of at least 12 consecutive months. Period of
Severance means the period commencing with the earlier of:

                      (i) the date an Employee separates from service by reason
                      of quitting, retirement, death or discharge; or

                      (ii) the first anniversary of the first day of the period
                      in which an employee remains absent from service (with or
                      without pay) for any reason other than quitting,
                      retirement, death or discharge; or

                      (iii) the second anniversary of the first day of the
                      period in which an Employee remains absent from service
                      (with or without pay) because of a "maternity or paternity
                      leave of absence", and ending with the date such Employee
                      resumes service. A Break in Service shall not include (i)
                      any period during which the Employee is absent in the
                      service of the armed forces of the United States,
                      including any period during which his reemployment rights
                      as a veteran are protected by law; (ii) any period during
                      which the Employee is on a leave of absence authorized by
                      the Employer not to exceed two years (which leaves shall
                      be granted on a nondiscriminatory basis to all 



                                       12
<PAGE>   22

                        Employees similarly situated), provided, however, that
                        if the Employee fails to return to service prior to the
                        expiration of such authorized leave, his Period of
                        Severance shall be deemed to commence on the date such
                        authorized leave commenced.

               Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence."

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

               A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

        1.45 "Owner-Employee" means a sole proprietor who owns the entire
interest in the Employer or a partner who owns more than 10% of either the
capital interest or the profits interest in the Employer and who receives income
for personal services from the Employer.

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

        1.47 "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest under the Plan resulting from (a) the Employer's contributions in the
case of a Profit Sharing Plan or Money Purchase Plan, and (b) the Employer's
Non-Elective Contributions in the case of a 401 (k) Profit Sharing Plan.

                                       13
<PAGE>   23
        1.48 "Participant's Combined Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest under the Plan resulting from the Employer's contributions.

        1.49 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions and Qualified Non-Elective Contributions. A separate accounting
shall be maintained with respect to that portion of the Participant's Elective
Account attributable to Elective Contributions made pursuant to Section 11.2,
Employer matching contributions if they are deemed to be Elective Contributions,
and any Qualified Non-Elective Contributions.

        1.50 "Participants Rollover Account means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from amounts transferred from another qualified
plan or "conduit" Individual Retirement Account in accordance with Section 4.6.

        1.51 "Plan" means this instrument (hereinafter referred to as Regis
Retirement Plan Services, Inc. Defined Contribution Plan and Trust Basic Plan
Document #01) including all amendments thereto, and the Adoption Agreement as
adopted by the Employer.

        1.52 Plan Year means the Plan's accounting year as specified in C2 of
the Adoption Agreement.

        1.53 "Pre-Retirement Survivor Annuity" means an immediate annuity for
the life of the Participant's spouse, the payments under which muse be equal to
the actuarial equivalent of 50% of the Participant's Vested interest in the Plan
as of the date of death.

        1.54 "Qualified Non-Elective Account" means the account established
hereunder to which Qualified Non-Elective Contributions are allocated.

        1.55 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to E5 of the Adoption Agreement
and Section 11.1 (d) which are used to satisfy the "Actual Deferral Percentage"
tests. Qualified Non-Elective Contributions are nonforfeitable when made and are
distributable only as specified in Sections 11.2 (c) and 11.8. In addition, the
Employer's contributions to the Plan that are made pursuant to Section 11.7 (n)
and which are used to satisfy the "Actual Contribution Percentage" tests shall
be considered Qualified Non-Elective Contributions.

        1.56 "Qualified Voluntary Employee Contribution Account" means the


                                       14
<PAGE>   24

account established and maintained by the Administrator for each Participant
with respect to his total interest under the Plan resulting from the
Participant's tax deductible qualified voluntary employee contributions made
pursuant to Section 4.9

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

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

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

        1.60 "Self-Employed Individual" means an individual who has earned
income for the taxable year from the trade or business for which the Plan is
established, and, also, an individual who would have had earned income but for
the fact that the trade or business had no net profits for the taxable year. A
Self-Employed Individual shall be treated as an Employee.

        1.61 "Shareholder-Employee" means a Participant who owns more than five
percent (5%) of the Employer's outstanding capital stock during any year in
which the Employee elected to be taxed as a Small Business Corporation under the
applicable Code Section.

        1.62 "Short Plan Year" means, if specified in the Adoption Agreement,
that the Plan Year shall be less than a 12 month period. If chosen, the
following rules shall apply in the administration of this Plan. In determining
whether an Employee has completed a Year of Service for benefit accrual purposes
in the Short Plan Year, the number of the Hours of Service required shall be
proportionately reduced based on the number of days in the Short Plan Year. The
determination of whether an Employee has completed a Year of Service for vesting
and eligibility purposes shall be made in accordance with Department of Labor
Regulation 2530.203-2 (c). In addition, if this Plan is integrated with Social
Security, the integration level shall also be proportionately reduced based on
the number of days in the Short Plan Year.

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

        1.64 "Taxable Wage Base" means, with respect to any year, the maximum
amount of earnings which may be considered wages for such year under Code
Section 3121 (a) (1).



                                       15
<PAGE>   25

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

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

        1.67 "Top Heavy Plan Year" means a Plan Year commencing after December
31, 1983 during which the Plan is a Top Heavy Plan.

        1.68 "Top Paid Group" shall be determined pursuant to Code Section 414
(q) and the Regulations thereunder and generally means the Top 20 Percent of
Employees who performed services for the Employee during the applicable year,
ranked according to the amount of "415 Compensation" (as determined pursuant to
Section 1.28) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
shall be treated as Employees pursuant to Code Section 414 (n) or (o). Employees
who are non-resident aliens who received no earned income (within the meaning of
Code Section 911 (d) (2)) from the Employer constituting United States source
income within the meaning of Code Section 861 (a) (3) shall not be treated as
Employees. Additionally, for the purpose of determining the number of active
Employees in any year, the following additional Employees shall also be
excluded, however, such Employees shall be considered for the purpose of
identifying the particular Employees in the Top Paid Group:

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

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

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

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

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

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



                                       16
<PAGE>   26

        1.69 "Total and Permanent Disability" means the inability to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months. The disability of a Participant shall be determined by a licensed
physician chosen by the Administrator. However, if the condition constitutes
total disability under the federal Social Security Acts, the Administrator may
rely upon such determination that the Participant is Totally and Permanently
Disabled for the purposes of this Plan. The determination shall be applied
uniformly to all Participants.

        1.70 "Trustee" means the person or entity named in B6 of the Adoption
Agreement and any successors.

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

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

        1.73 "Voluntary Contribution Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's nondeductible voluntary
contributions made pursuant to Section 4.7.

        1.74 "Year of Service" means (a) if the 1,000 hour method is selected in
the Adoption Agreement, the computation period of twelve (12) consecutive
months, herein set forth, and during which an Employee has completed at least
1000 Hours of Service or (b) if the elapsed time method is selected, twelve (12)
Months of Service.

               If the 1,000 hour method is selected in the Adoption Agreement,
then forpurposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service (employment commencement date). The computation period beginning after a
1-Year Break in Service shall be measured from the date on which an Employee
again performs an Hour of Service. The succeeding computation periods shall
begin with the first anniversary of the Employee's employment commencement date.
However, if one (1) Year of Service or less is required as a condition of
eligibility, then after the initial eligibility computation period, the
eligibility computation period shall shift to the current Plan Year which
includes the anniversary of the date on which the Employee first performed Hour
of Service. An Employee who is credited with 1,000 Hours of Service in both the
initial eligibility computation period and the first Plan Year which commences
prior to the first anniversary of the Employee's initial eligibility computation
period will be credited with two Years of Service for 



                                       17
<PAGE>   27

purposes of eligibility to participate. For vesting purposes, and all other
purposes not specifically addressed in this Section, the computation period
shall be the Plan Year, including periods prior to the Effective Date of the
Plan unless specifically excluded pursuant to the Adoption Agreement.

               If the Elapsed time method is selected in the Adoption Agreement,
then for purposes of determining an Employee's initial or continued eligibility
to participate and vesting, an. Employee will receive credit for the aggregate
of all time periods commencing with the Employee's first day of employment or
reemployment and ending on the date a Break in Service begins. The first day of
employment is the first day the Employee performs and Hour of Service. An
Employee will also receive credit for any period of severance of less than 12
consecutive months. Fractional periods of a year will be expressed in terms of
days.

               Years of Service and breaks in service will be measured on the
same computation period.

               Years of Service with any predecessor Employer which maintained
this Plan shall be recognized. Years of Service with any other predecessor
Employer shall be recognized as specified in the Adoption Agreement.

               Years of Service with any Affiliated Employer shall be
recognized.

                                   ARTICLE II
                     TOP HEAVY PROVISIONS AND ADMINISTRATION

2.1 TOP HEAVY PLAN REQUIREMENTS

                       For any Top Heavy Plan Year, the Plan shall provide the
special vesting requirement of Code Section 416 (b) pursuant to Section 6.4 of
the Plan and the special minimum allocation requirements of Code Section 416 (c)
pursuant to Section 4.3 (i) of the Plan.

2.2  DETERMINATION OF TOP HEAVY STATUS

                             (a) This Plan shall be a Top Heavy Plan for any
               Plan Year beginning after December 31, 1983, in which, as of the
               Determination Date, (1) the Present Value of Accrued Benefits of
               Key Employees and (2) the sum of the Aggregate Accounts of Key
               Employees under this Plan and all Plans of an Aggregation Group,
               exceeds sixty percent (60%) of the Present Value of Accrued
               Benefits and the Aggregate Accounts of all Key and Non-Key
               Employees under the Plan and all plans of an Aggregation Group.

                       If any Participant is a Non-Key Employee for any Plan
Year, but 



                                       18
<PAGE>   28
such Participant was a Key Employee for any prior Plan Year, such Participant's
Present Value of Accrued Benefit and/or Aggregate Account balance shall not be
taken into account for purposes of determining whether this Plan is a Top Heavy
or Super Top Heavy Plan (or whether any Aggregation Group which includes this
Plan is a Top Heavy Group). In addition, if a Participant or Former Participant
has not performed any services for any Employer maintaining the Plan at any time
during the five year period ending on the Determination Date, any accrued
benefit for such Participant of Former Participant shall not be taken into
account for the purposes of determining whether this Plan is a Top Heavy or
Super Top Heavy Plan.

                             (b) This Plan shall be a Super Top Heavy Plan for
               any Plan Year beginning after December 31, 1983, in which, as of
               the Determination Date, (1) the Present Value of Accrued Benefits
               of Key Employees and (2) the sum of the Aggregate Accounts of Key
               Employees under this Plan and all plans of an Aggregation Group,
               exceeds ninety percent (90%) of the Present Value of Accrued
               Benefits and the Aggregate Accounts of all Key and Non-Key
               Employees under this Plan and all plans of an Aggregation Group.

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

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

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

                      (3) for a Money Purchase Plan, contributions that would be
                      allocated as of a date not later than the Determination
                      Date, even though those amounts are not yet made or
                      required to be made.

                      (4) any Plan distributions made within the Plan Year that
                      includes the Determination Date or within the four (4)
                      preceding Plan Years. However, in the case of
                      distributions made after the valuation date and prior to
                      the Determination Date, such distributions are not
                      included as distributions for top heavy purposes to the
                      extent that such distributions are already included in the
                      Participant's Aggregate Account balance as of the


                                       19
<PAGE>   29

                      valuation date. In the case of a distribution of an
                      annuity Contract, the amount of such distribution is
                      deemed to be the current actuarial value of the Contract,
                      determined on the date of the distribution.
                      Notwithstanding anything herein to the contrary, all
                      distributions, including distributions made prior to
                      January 1, 1984, and distributions under a terminated plan
                      which if it had not been terminated would have been
                      required to be included in an Aggregation Group, will be
                      counted. Further, distributions from the Plan (including
                      the cash value of life insurance policies) of a
                      Participant's account balance because of death shall be
                      treated as a distribution for the purpose of this
                      paragraph.

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

                      (6) with respect to unrelated rollovers and plan-to-plan
                      transfers (ones which are both initiated by the Employee
                      and made from a plan maintained by one employer to a plan
                      maintained by another employer), if this Plan provides the
                      rollovers or plan-to-plan transfers, it shall always
                      consider such rollovers or plan-to-plan transfers as a
                      distribution for the purposes of this Section. If this
                      Plan is the plan accepting such rollovers or plan-to-plan
                      transfers, it shall not consider such rollovers or
                      plan-to-plan transfers accepted after December 31, 1983 as
                      part of the Participant's Aggregate Account balance.
                      However, rollovers or plan-to-plan transfers accepted
                      prior to January 1, 1984 shall be considered as part of
                      the Participant's Aggregate Account balance.

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

                      (8) For the purposes of determining whether two employers
                      are to be treated as the same employer in 2.2 (c) (6) an
                      2.2 (c) (7) 



                                       20
<PAGE>   30

                       above, all employers aggregated under Code Section 414
                       (b), (c), (m) and (o) are treated as the same employer.

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

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

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

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

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

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

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



                                       21
<PAGE>   31

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

                      (f) Present Value of Accrued Benefit: In the case of a
               defined benefit plan, the Present Value of Accrued Benefit for a
               Participant other than a Key Employee shall be as determined
               using the single accrual method used for all plans of the
               Employer and Affiliated Employers, or if no such single method
               exists, using a method which results in benefits accruing not
               more rapidly than the slowest accrual rate permitted under Code
               Section 411 (b) (1) (C). The determination of the Present Value
               of Accrued Benefit shall be determined as of the most recent
               valuation date that falls within or ends with the 12- month
               period ending on the Determination Date, except as provided in
               Code Section 416 and the Regulations thereunder for the first and
               second plan years of a defined benefit plan.

                      However, any such determination must include present value
               of accrued benefit attributable to any Plan distributions
               referred to in Section 2.2 (c) (4) above, an Employee
               contributions referred to in Section 2.2 (c) (5) above or any
               related or unrelated rollovers referred to in Sections 2.2 (c)
               (6) and 2.2 (c) (7) above.

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

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

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

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

                      (h) The Administrator shall determine whether this Plan is
               a Top Heavy Plan on the Anniversary Date specified in the
               Adoption Agreement Such determination of the top heavy ratio
               shall be in accordance with Code Section 416 and the Regulations
               thereunder.

2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                      (a) The Employer shall be empowered to appoint and remove
               the Trustee and the Administrator from time to time as it deems
               necessary for the proper administration of the Plan to assure
               that the Plan is being operated for the exclusive benefit of the
               Participants and their 



                                       22
<PAGE>   32

               Beneficiaries in accordance with the terms of the Plan, the
               Code, and the Act.

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

                      (c) The Employer may, in its discretion, appoint an
               Investment Manager to manage all or a designated portion of the
               assets of the Plan. In such event, the Trustee shall follow the
               directive of the Investment Manager in investing the assets of
               the Plan managed by the Investment Manager.

                      (d) The Employer shall periodically review the performance
               of any Fiduciary or other person to whom duties have been
               delegated or allocated by it under the provisions of this Plan or
               pursuant to procedures established hereunder. This requirement
               may be satisfied by formal periodic review by the Employer or by
               a qualified person specifically designated by the Employer,
               through day-to-day conduct and evaluation, or through other
               appropriate ways.

2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY

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

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

2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES



                                       23
<PAGE>   33

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

2.6 POWERS AND DUTIES OF THE ADMINISTRATOR

               The primary responsibility of the Administrator is to administer
the Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and determine all questions arising in connection
with the administration, interpretation, and application of the Plan. Any such
determination by the Administrator shall be conclusive and binding upon all
persons. The Administrator may establish procedures, correct any defect, supply
any information, or reconcile any inconsistency in such manner and to such
extent as shall be deemed necessary or advisable to carry out the purpose of the
Plan; provided, however, that any procedure, discretionary act, interpretation
or construction shall be done in a nondiscriminatory manner based upon uniform
principles consistently applied and shall be consistent with the intent that the
Plan shall continue to be deemed a qualified plan under the terms of Code
Section 401 (a), and shall comply with the terms of the Act and all regulations
issued pursuant thereto. The Administrator shall have all powers necessary or
appropriate to accomplish his duties under this Plan.

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

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

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

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



                                       24
<PAGE>   34

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

                      (e) to interpret the provisions of the Plan and to make
               and publish such for regulation of the Plan as are consistent
               with the terms hereof;
                      (f) to determine the size and type of any Contract to be
               purchased from any Insurer, and to designate the Insurer from
               which such Contract shall be purchased;

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

                      (h) to consult with the Employer and the Trustee regarding
               the short and long-term liquidity needs of the Plan in order that
               the Trustee can exercise any investment discretion in a manner
               designed to accomplish specific objectives;

                      (i) to prepare and distribute to Employees a procedure for
               notifying Participants and Beneficiaries of their rights to elect
               Joint and Survivor Annuities and Pre-Retirement Survivor
               Annuities if required by the Code and Regulations thereunder;

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

2.7 RECORDS AND REPORTS

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

2.8 APPOINTMENT OF ADVISERS

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

2.9 INFORMATION FROM EMPLOYER

               To enable the Administrator to perform his functions, the
Employer shall supply full and timely information to the Administrator on all
maters relating to the Compensation of all Participants, their Hours of Service,
their Years of 



                                       25
<PAGE>   35

Service, their retirement, death, disability, or termination of employment, and
such other pertinent facts as the Administrator may require; and the
Administrator shall advise the Trustee of such of the foregoing facts as may be
pertinent to the Trustee's duties under the Plan The Administrator may rely upon
such information as is supplied by the Employer and shall have no duty or
responsibility to verify such information. 2.10 PAYMENT OF EXPENSES

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

2.11 MAJORITY ACTIONS

               Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2. 5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

2.12 CLAIMS PROCEDURE

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

2.13 CLAIMS REVIEW PROCEDURE

               Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to Section 2
 .12 shall be entitled to request the Administrator to give further consideration
to his claim by filing with the Administrator a written request for a hearing.
Such request, together with a written statement of the reasons why the claimant
believes his claim should be allowed, shall be filed with the Administrator no
later than 60 days after receipt of the written notification provided for in
Section 2.12. The Administrator 



                                       26
<PAGE>   36
shall then conduct a hearing within the next 60 days, at which the claimant may
be represented by an attorney or any other representative of his choosing and
expense and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.



                                   ARTICLE III
                                   ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

               Any Eligible Employee shall be eligible to participate hereunder
on the date he has satisfied the requirements specified in the Adoption
Agreement.

3.2 EFFECTIVE DATE OF PARTICIPATION

               An Eligible Employee who has become eligible to be a Participant
shall become a Participant effective as of the day specified in the Adoption
Agreement.

               In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant shall go from a
classification of a noneligible Employee to an Eligible Employee, such Employee
shall become a Participant as of the date he becomes an Eligible Employee.

               In the event an Employee who has satisfied the Plan's eligibility


                                       27
<PAGE>   37

requirements and would otherwise become a Participant shall go from
classification of an Eligible Employee to a noneligible Employee and becomes
ineligible to participate and has not incurred a 1-Year Break in Service, such
Employee shall participate in the plan as of the date he returns to an eligible
class of Employees. If such Employee does incur a 1Year Break in Service,
eligibility will be determined under the Break in Service rules of the Plan.

3.3 DETERMINATION OF ELIGIBILITY

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

3.4 TERMINATION OF ELIGIBILITY

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

3.5 OMISSION OF ELIGIBLE EMPLOYEE

               If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution, if necessary after the
application of Section 4.3 (e), so that the omitted Employee receives a total
amount which the said Employee would have received and he not been omitted. Such
contribution shall be made regardless of whether or not it is deductible in
whole or in part in any taxable year under applicable provisions of the Code.

3.6 INCLUSION OF INELIGIBLE EMPLOYEE

               If, in any Plan Year, any person who should not have been
included as a Participant in the Plan is erroneously included and discovery of
such incorrect inclusion is not made until after a contribution for the year has
been made, the Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether or not a deduction 
is allowable with respect to such contribution. In such event, the amount
contributed with respect to the



                                       28
<PAGE>   38

ineligible person shall constitute a Forfeiture for the Plan Year in which the
discovery is made.

3.7 ELECTION NOT TO PARTICIPATE

               An Employee may subject to the approval of the Employer, elect
voluntary not to participate in the Plan. The election not to participate must
be submitted to the Employer in writing. For Standardized Plans, a Participant
or an Eligible Employee may not elect to participate. Furthermore, the foregoing
election no to participate shall not be available with respect to partners in a
partnership.

3.8 CONTROL OF ENTITIES BY OWNER-EMPLOYEE

                      (a) 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 entities,
               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 entities

                      (b) 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.

                      (c) 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 benefits or contributions of the employees under the plan of
               the trades or businesses which are controlled must be as
               favorable as those provided for him under the most favorable plan
               of the trade or business which is not controlled.

                      (d) For purposes of the preceding paragraphs, an
               Owner-Employee, or two or more Owner-Employees, will be
               considered to control an entity if the Owner-Employee, or two or
               more Owner-Employees together:

                      (1) own the entire interest in an unincorporated entity, 
                      or

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



                                       29
<PAGE>   39

                      (e) 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.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

                      (a) For a Money Purchase Plan -

                      (1) The Employer shall make contributions over such period
                      of years as the Employer may determine on the following
                      basis. On behalf of each Participant eligible to share in
                      allocations, for each year of his participation in this
                      Plan, the Employer shall contribute the amount specified
                      in the Adoption Agreement. All contributions by the
                      Employer shall be made in cash or in such property as is
                      acceptable to the Trustee. The Employer shall be required
                      to obtain a waiver from the Internal Revenue Service for
                      any Plan Year in which it is unable to make the full
                      required contribution to the Plan. In the event a waiver
                      is obtained, this Plan shall be deemed to be an
                      individually designed plan.

                      (2) For any Plan Year beginning prior to January 1, 1990,
                      and if elected in the non-standardized Adoption Agreement
                      for any Plan Year beginning on or after January 1, ;990,
                      the Employer shall not contribute on behalf of a
                      Participant who performs less than a Year of Service
                      during any Plan Year, unless there is a Short Plan Year or
                      a contribution is required pursuant to 4.3 (h).

                      (3) Notwithstanding the foregoing, the Employer's
                      contribution. for any Fiscal Year shall not exceed the
                      maximum, amount allowable as a deduction to the Employer
                      under the provisions of Code Section 404. However, to the
                      extent necessary to provide the top heavy minimum
                      allocations, the Employer shall make a contribution even
                      if it exceeds the amount which is deductible under Code
                      Section 404

                      (b) For a Profit Sharing Plan-

                      (1) For each Plan Year, the Employer shall contribute to
                      the Plan such amount as specified by the Employer in the
                      Adoption 



                                       30
<PAGE>   40

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

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

4.2 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

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

4.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

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

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

                      (1) For a Money Purchase Plan:

                             (i) The Employer's Contribution shall be allocated
                             to each Participant's Combined Account in the
                             manner set forth in Section 4.1 herein and as
                             specified in Section E2 of the Adoption Agreement.

                      (2) For an Integrated Profit Sharing Plan:

                             (i) The Employer's contribution shall be allocated
                             to each Participant's Account, except as provided
                             in Section 4.3 (f), in a dollar amount equal to
                             5.7% of the sum of each Participant's total
                             compensation plus Excess Compensation. If the
                             Employer does not contribute such amount for all
                             Participants, each Participant will be 



                                       31
<PAGE>   41

                              allocated a share of the contribution in the
                              same proportion that his total Compensation plus
                              his total Excess Compensation for the Plan Year
                              bears to the total Compensation plus the total
                              Excess Compensation of all Participants for that
                              year.

                      Regardless of the preceding, 4.3% shall be substituted for
                      5.7% above if Excess Compensation is based on more than
                      20% and less than or equal to 80% of the Taxable Wage
                      Base. If Excess Compensation is based on less than 100%
                      and more than 80% of the Taxable Wage Base, then 5.4%
                      shall be substituted for 5.7% above.

                             (ii) The balance of the Employers contribution over
                             the amount allocated above, if any, shall be
                             allocated to each Participant's Combined Account in
                             the same proportion that his total Compensation for
                             the Year bears to the total Compensation of all
                             Participants for such year.

                             (iii) Except, however, for any Plan Year beginning
                             prior to January 1, 1990, and if elected in the
                             non-standardized Adoption Agreement for any Plan
                             Year beginning on or after January 1, 1990, a
                             Participant who performs less than a Year of
                             Service during any Plan Year shall not share in the
                             Employer's contribution for that year, unless there
                             is a Short Plan Year or a contribution is required
                             pursuant to Section 4.3 (h).

                      (3) For a Non-Integrated Profit Sharing Plan:

                             (i) The Employer's contribution shall be allocated
                             to each Participant's Account in the same
                             proportion that each such Participant's
                             Compensation for the year bears to the total
                             Compensation of all Participants for such year.

                             (ii) Except, however, for any Plan Year beginning
                             prior to January 1, 1990, and if elected in the
                             nonstandardized Adoption Agreement for any Plan
                             Year beginning on or after January 1, l990, a
                             Participant who performs less than a Year of
                             Service during any Plan Year shall not share in the
                             Employer's contribution for that year, unless there
                             is a Short Plan Year or a contribution is required
                             pursuant to Section 4.3 (h).

                      (c) As of each Anniversary Date or other valuation date,
               before allocation of Employer contributions and Forfeitures, any
               earnings or losses (net appreciation or net depreciation) of the
               Trust Fund shall be 



                                       32
<PAGE>   42

                allocated in the same proportion that each Participant's and
                Former Participant"s nonsegregated accounts bear to the total of
                all Participants and Former Participants nonsegregated accounts
                as of such date. If any nonsegregated account of a Participant
                has been distributed prior to the Anniversary Date or other
                valuation date subsequent to a Participant's termination of
                employment, no earnings or losses shall be credited to such
                account.

               Notwithstanding the above, with respect to contributions made to
a 401 (k) Plan after the previous Anniversary Date or allocation date, the
method specified in the Adoption Agreement shall be used.

                      (d) Participants' Accounts shall be debited for any
               insurance or annuity premiums paid, if any, and credited, with
               any dividends or interest received on insurance contracts.

                      (e) As of each Anniversary Date any amounts which became
               Forfeitures since the last Anniversary Date shall first be made
               available to reinstate previously forfeited account balances of
               Former Participants, if any, in accordance with Section 6.4 (g)
               (2) or be used to satisfy any contribution that may be required
               pursuant to Section 3.5 and/or 6.9. The remaining Forfeitures, if
               any, shall be treated in accordance with the Adoption Agreement
               Provided, however, that in the event the allocation of
               Forfeitures provided herein shall cause the "annual addition" (as
               defined in Section 4.4) to any Participant's Account to exceed
               the amount allowable by the Code, the excess shall be reallocated
               in accordance with Section 4.5. Except, however, for any Plan
               Year beginning prior to January 1, 1990, and if elected in the
               non-standardized Adoption Agreement for any Plan Year beginning
               on or after January 1, 1990, a Participant who performs less than
               a Year of Service during any Plan Year shall not share in the
               Plan Forfeitures for that year, unless there is a Short Plan Year
               or a contribution required pursuant to Section 4.3 (h).

                      (f) Minimum Allocations Required for Top Heavy Plan Years:
               Notwithstanding the foregoing, for any Top Heavy Plan Year, the
               sum of the Employers contributions and Forfeitures allocated to
               the Participant's Combined Account of each Non-Key Employee shall
               be equal to at least three percent (3%) of such Non-Key
               Employee's "415 Compensation" (reduced by contributions and
               forfeitures, if any, allocated to each Non-Key Employee in any
               defined contribution plan included with this plan in a Required
               Aggregation Group). However, if (i) the sum of the Employer's
               contributions and Forfeitures allocated to the Participant's
               Combined Account of each Key Employee for such Top Heavy Plan
               Year is less than three percent (3%) of each Key Employee's "415
               Compensation" and (ii) this Plan is not required to be 



                                       33
<PAGE>   43
               included in a Aggregation Group to enable a defined benefit plan
               to meet the requirements of Code Section 401 (a) (4) or 410, the
               sum of the Employer's contributions and Forfeitures allocated to
               the Participant's Combined Account of each Non-Key Employee shall
               be equal to the largest percentage allocated to the Participant's
               Combined Account of any Key Employee

                      However, for each Non-Key Employee who is a Participant in
               a paired Profit Sharing Plan or 40 (k) Profit Sharing Plan and a
               paired Money Purchase Plan, the minimum 3% allocation specified
               above shall be provided in the Money Purchase Plan.

                      If this is an integrated Plan, then for any Top Heavy Plan
               Year the Employer's contribution shall be allocated as follows:

                      (1) An amount equal to 3% multiplied by each Participant's
                      Compensation for the Plan Year shall be allocated to each
                      Participant's Account. If the Employer does not contribute
                      such amount for all Participants, the amount shall be
                      allocated to each Participant's Account in the same
                      proportion that his total Compensation for the Plan Year
                      bears to the total Compensation of all Participants for
                      such year.

                      (2) The balance of the Employer's contribution over the
                      amount allocated under subparagraph (1) hereof shall be
                      allocated to each Participant's Account in a dollar amount
                      equal to 3% multiplied by a Participant's Excess
                      Compensation. If the Employer does not contribute such
                      amount for all Participants, each Participant will be
                      allocated a snare of the contribution in the same
                      proportion that his Excess Compensation bears to the total
                      Excess Compensation of ail Participants for that year.

                      (3) The balance of the Employer is contribution over the
                      amount allocated under subparagraph (2) hereof shall be
                      allocated to each Participant's Account in a dollar amount
                      equal to 2.7% multiplied by the sum of each Participant's
                      total Compensation plus Excess Compensation. If the
                      Employer does not contribute such amount: for all
                      Participants, each Participant will be allocated a share
                      of the contribution in the same proportion that his total
                      Compensation plus his total Excess Compensation for the
                      Plan Year bears to the total Compensation plus the total
                      Excess Compensation of all Participants for that year.

                      Regardless of the preceding, 1.3% shall be substituted for
                      2.7% above if Excess Compensation is based on more than
                      20% and less than or equal to 80% of the Taxable Wage
                      Base. If Excess 



                                       34
<PAGE>   44

                      Compensation is based on less than 100% and more than
                      80% of the Taxable Wage Base, then 2.4% shall be
                      substituted for 2.7% above.

                      (4) The balance o the Employer's contributions over the
                      amount allocated above, if any, shall be allocated to each
                      Participant's Account in the same proportion that his
                      total compensation for the Plan Year bears to the total
                      compensation of all Participants for such year.

                      For each Non-Key Employee who is a Participant in this
               Plan and another non-paired defined contribution plan maintained
               by the Employer, the minimum 3% allocation specified above shall
               be provided as specified in F3 of the Adoption Agreement.

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

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

                      (i) Notwithstanding anything herein to the contrary, in
               any Plan Year in which the Employer maintains both this Plan and
               a defined benefit pension plan included in a Required Aggregation
               Group which is top heavy, the Employer shall not be required to
               provide a Non-Key Employee with both the full separate minimum
               defined benefit plan benefit and the full separate defined
               contribution plan allocations. Therefore, if the Employer
               maintains both a Defined Benefit and a Defined Contribution Plan
               that are a Top Heavy Group, the top heavy minimum benefits shall
               be provided as follows:

                      (1) Applies if F1b of the Adoption Agreement is Selected -

                             (i) The requirements of Section 2.1 shall apply
                             except that each Non-Key Employee who is a
                             Participant in the Profit Sharing Plan or Money
                             Purchase Plan and who is also a Participant in the


                                       35
<PAGE>   45
                             Defined Benefit Plan shall receive a minimum
                             allocation of five percent (5%) of such
                             Participant's " 415 Compensation" from the
                             applicable Defined Contribution Plan(s).

                             (ii) For each Non-Key Employee who is a Participant
                             only in the Defined Benefit Plan the Employer will
                             provide a minimum non-integrated benefit equal to
                             2% of his highest five consecutive year average
                             "415 Compensation" for each Year of Service while a
                             Participant in the Plan, in which the Plan is top
                             heavy, no to exceed ten. 

                             (iii) For each Non-Key Employee who is a
                             Participant only in this Defined Contribution Plan,
                             the Employer shale provide a contribution equal to
                             3% of his "415 Compensation.

                      (2) Applies if Flc of the Adoption Agreement is Selected -

                             (i) The minimum allocation specified in Section 4.3
                             (i) (1) (i) shall be 7 1/2% if the Employer elects
                             in the Adoption Agreement for years in which the
                             Plan is Top Heavy, but not Super- Top Heavy.

                             (ii) The minimum benefit specified in Section 4.3
                             (i) (1 (ii) shall be 3% if the Employer elects in
                             the Adoption Agreement for years in which the Plan
                             is Top Heavy, but not Super Top Heavy.

                             (iii) The minimum allocation specified in Section
                             4.3 (i) (1) (iii) shall be 4% if the Employer-
                             elects in the Adoption Agreement for years in which
                             the Plan is Top Heavy, but not Super Top Heavy.

                      (j) For the purposes of this Section, "415 Compensation"
               shall be limited to the same dollar limitation set forth in
               Section 1.9. However, for Plan Years beginning prior to January
               1, 1989, the $200,000 limit shall apply only for Top Heavy Plan
               Years and shall not be adjusted.

                      (k) Notwithstanding anything herein to the contrary any
               participant who terminated employment during the Plan Year for
               reasons other- than death, Total and Permanent Disability, or
               retirement shall or shall not share in the allocations of the
               Employer's Contributions and Forfeitures as provided in the
               Adoption Agreement. Notwithstanding the foregoing for Plan Years
               beginning after 1989, this is a standardized Plan, any such
               terminated Participant shall share in the allocations as provided
               in this Section provided sucr Participant completed more than 500
               Hours of Service.

                      (l) Notwithstanding anything herein to the contrary,
                      Participants 



                                       36
<PAGE>   46

                      terminating for reasons of death, Total and Permanent 
                      Disability, or retirement shall share in the allocations 
                      as provided in this Section regardless of whether they 
                      completed a Year of Service during the Plan Year

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

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

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

                      (n) Notwithstanding any election in the Adoption Agreement
               to the contrary, if this is a non-standardized Plan that would
               otherwise fail to meet the requirements of Code Sections 401 (a)
               (26), 410 (b) (1), or 410 (b) (2) (A) (i) and the Regulations
               thereunder because Employer Contributions have not been allocated
               to a sufficient number or percentage of Participants for a Plan
               Year, then the following rules shall apply:

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

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

                      Nothing in this Section shall permit the reduction of a


                                       37
<PAGE>   47

               Participant's accrued benefit. Therefore any amounts that have
               previously been allocated to Participants may not be reallocated
               to satisfy these requirements. In such even, the Employer over
               shall make an additional contribution equal to the amount such
               affected Participants would have received had they been included
               in the allocations, even if it exceeds the amount which would be
               deductible under Code Section 404. Any adjustment to the
               allocations pursuant to this paragraph shall be considered a
               retroactive amendment adopted by the last day of the Plan Year.


4.4 MAXIMUM ANNUAL ADDITIONS

                      (a) (1) If the Participant does not participate in, and
               has never participated in another qualified plan maintained by
               the Employer, or a welfare benefit fund (as defined in Code
               Section 419 (e)), maintained by the Employer, or an individual
               medical account (as defined in Code Section 415(1)(2)) maintained
               by the Employer, which provides Annual Additions, the amount of
               Annual Additions which may be credited to the Participant's
               accounts for any Limitation Year shall 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 accounts 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.

                      (2) 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 estimation of the
                      Participant's Compensation for the Limitation Yea-,
                      uniformly determined for all Participants similarly
                      situated

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

                      (4) If pursuant to Section 4.4 (a) (2) or Section 4.5,
                      there is an Excess Amount the excess will be disposed of
                      in one of the following manners, as uniformly determined
                      by the Administrator for all Participants similarly
                      situated.



                                       38
<PAGE>   48

                             (i) Any Deferred Compensation or nondeductible
                             Voluntary Employee Contributions, to the extent
                             they would reduce the Excess Amount will be
                             distributed to the Participant;

                             (ii) If, after the application of subparagraph (i),
                             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; 

                             (iii) If, after the application of subparagraph
                             (i), an Excess Amount still exists, and the
                             Participant is not covered by the Plan at the end
                             of a Limitation Year, the Excess Amount will be
                             held unallocated in a suspense account. The
                             suspense account will be applied to reduce future
                             Employer contributions (including allocation of any
                             Forfeitures) for all remaining Participants in the
                             next Limitation Year, and each succeeding
                             Limitation Year if necessary;

                             (iv) If a suspense account is in existence at any
                             time during a Limitation Year pursuant to this
                             Section, 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) (1) This subsection applies if, in addition to this
               plan, the Participant is covered under another qualified
               Prototype defined contribution plan maintained be the Employer,
               or a welfare benefit fund (as defined in Code Section 419 (e))
               maintained by the Employer, or an individual medical account (as
               defined in Code Section 415 (1) (2)) maintained by the Employer,
               which provides Annual Additions, during any Limitations Year. The
               Annual Additions which may be credited to a Participant's
               accounts under this Plan for any such Limitation Year shall not
               exceed the Maximum Permissible Amount reduced by the Annual
               Additions credited to a Participant's accounts under the other
               plans and welfare benefit funds 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 Amount and
               the Employer contribution that would otherwise be contributed or
               allocated to the Participant's accounts under this Plan would
               cause the Annual 



                                       39
<PAGE>   49

               Additions for the Limitation Year to exceed this limitation, the
               amount contributed or allocated will be reduced so that the
               Annual additions under this such plans and welfare benefit 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.

                      (2) 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 Section 4.4 (a) (2).

                      (3) 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.

                      (4) If, pursuant to Section 4.4 (b) (2) or Section 4.5, 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 will be deemed to have
                      been allocated first regardless of the actual allocation
                      date.

                      (5) 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:

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

                             (ii) the ratio of (1) the Annual Additions
                             allocated to the Participant for the Limitation
                             Year as of such date under this 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 defined contribution
                             plans.

                      (6) Any Excess Amount attributed to this Plan will be
                      disposed in the manner described in Section 4.4 (a) (4).



                                       40
<PAGE>   50

                      (c) If the Participant is covered under another qualified
               defined contribution plan maintained by the Employer which is not
               a Prototype Plan, Annual Additions which may be credited to the
               Participant's account under this Plan for any Limitation Year
               will be limited in accordance with Section,. 4.4 (b), unless the
               Employer provides other limitations in the Adoption Agreement.

                      (d) 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. 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 Limitation on Allocations
               Section of the Adoption Agreement.

                      Except, however, if the Plans are standardized paired
               plans, the rate of accrual in the defined benefit plan will be
               reduced to the extent necessary so that the sum of the Defined
               Contribution Fraction and Defined Benefit Fraction will equal
               1.0.

                      (e) For purposes of applying the limitations or Code
               Section 415, the transfer of funds from one qualified plan to
               another is not an "annual addition. In addition, the following
               are not Employee contributions for the purposes of Section 4.4
               (f) (1) (2): (1) rollover contributions (as defined in Code
               Sections 402 (a) (5), 403 (a) (4), 403 (b) (8) and 408 (d) (3));
               (2) repayments of loans made to a Participant from the Plan; (3)
               repayments of distributions received by an Employee pursuant to
               Code Section 411 (a) (7) (B) (cash-outs); (4) repayments of
               distributions received by an Employee pursuant to Code Section
               411 (a) (3) (D) (mandatory contributions); and (5) Employee
               contributions to a simplified employee pension excludable from
               gross income under Code Section 408 (k) (6).

                      (f) For purposes of this Section, the following terms
               shall be defined as follows:

                      (1) Annual Additions means the sum credited to a
                      Participant's accounts for any Limitation Year of (1)
                      Employer contributions, (2) effective with respect to
                      "limitation years" beginning after December 31, 1986,
                      Employee contributions, (3) forfeitures, (4) amounts
                      allocated,, after March 31, 1984, to an individual medical
                      account as defined in Code Section 415(1)(2), which is
                      cart c- a pension or annuity plan maintained by the
                      Employer and (5) amounts derived from contributions paid
                      or accrued after December 31, 1985, in taxable years
                      ending after such date, which are attributable to post-
                      retirement medical benefits allocated the 



                                       41
<PAGE>   51

                      separate account of a key employee (as defined in Code
                      Section 419 A (d) (3)) under a welfare benefit fund (as
                      defined in Code Section 419 (e)) maintained by the
                      Employer. Except, however, the "415 Compensation"
                      percentage limitation referred to in paragraph (a) ( above
                      shall not apply to: (1) any contribution for medical
                      benefits (within the meaning of Code Section 419 A (f)
                      (2)) after separation from service which is otherwise
                      treated as an "annual addition" or (2) any amount
                      otherwise treated as an "annual addition" under Code
                      Section 415(1)(1) Notwithstanding the foregoing, for
                      "limitation years" beginning prior to January 1, 1987,
                      only that portion of Employee contributions equal to the
                      lesser of Employee contributions in excess of six percent
                      (6%) of "415 Compensation or one-half of Employee
                      contributions shall be considered an "annual addition".

                      For this purpose, any Excess Amount applied under Sections
                      4.4 (a) (4) and 4.4 (b) (6) in the Limitation Year reduce
                      Employer contributions shall be considered Annual
                      Additions for such Limitation Year.

                      (2) Compensation means a Participant's Compensation as
                      defined in Section E1 of the Adoption Agreement.

                             (i) 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 simplifed employee pension plan to the extent
                             such contributions are excludable from the
                             Employee's gross income, or any distributions from
                             a plan of deferred compensation;

                             (ii) contributions made by the Employer to a plan
                             of deferred compensation to the extent that all or
                             a portion of such contributions are recharacterized
                             as a voluntary Employee contribution;

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

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

                             (v) other amounts which received special tax
                             benefits, or contributions made by an Employer
                             whether or not under a salary 



                                       42
<PAGE>   52

                           reduction agreement) towards the purchase of an
                           annuity contract described in Code Section 403 (b)
                           (whether or not the contributions are excludable from
                           the gross income of the Employee).

                      For purposes of applying the limitations of this Section
                      4.4, Compensation for any Limitation Year is the
                      Compensation actually paid or includible in gross income
                      during such year. Notwithstanding the preceding sentence
                      Compensation or a Participant in a profit- sharing 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 and
                      contributions made on behalf of such Participant are
                      nonforfeitable when made.

                      (3) Defined Benefit Fraction means 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
                      percent of his Highest Average Compensation including any
                      adjustments under Code Section 415 (b).

                      Notwithstanding the above, if the Participant was a
                      Participant as of the first day of the first Limitation
                      Year beginning after December 31, 1986, in one or mere
                      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 end of the close of the last
                      Limitation Year beginning before January 1, 1987,
                      disregarding any changes in the terms and conditions of
                      the plan after May 5, 1986. The preceding sentence applies
                      only if the defined benefit plans individually and in the
                      aggregate satisfied the requirements of Code Section 415
                      for all Limitation Years beginning before January 1, 1987.

                      Notwithstanding the foregoing, for any Top Heavy Plan
                      Year, 100 shall be substituted for 125 unless the extra
                      minimum allocation is being made pursuant to the
                      Employer's election in F 



                                       43
<PAGE>   53

                      1 of the Adoption Agreement. However, for any Plan
                      Year in which this Plan is a Super Top Heavy Plan,
                      100 shall be substituted for 125 in any even:

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

                      (5) Defined Contribution Fraction means 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 voluntary employee
                      contributions to any defined benefit plans, whether or not
                      terminated, maintained by the Employer and the annual
                      additions attributable to all welfare benefit funds, as
                      defined in Code Section 419 (e), and individual medical
                      accounts, as defined in Code Section 415(1)(2), maintained
                      by the Employer), and the denominator of which is the sum
                      of the maximum aggregate amounts for the current and all
                      prior Limitation Years of Service with the Employer
                      (regardless of whether a defined contribution plan was
                      maintained by the Employer). The maximum aggregate amount
                      in any Limitation Year is the lesser of 125 percent of the
                      Defined Contribution Dollar Limitation. Or 35 percent of
                      the Participant's Compensation for such year. For
                      Limitation Years beginning prior to January 1, 1987, the
                      "annual addition" shall not be recomputed to treat all
                      Employee contributions as an Annual Addition.

                      If the Employee was a Participant as of the end of the
                      first day of the first Limitation Year beginning after
                      December 31, 1986, in one or more defined contribution
                      plans maintained by the Employer which were in existence
                      on May 5, 1986, the numerator of this fraction will be
                      adjusted if the sum of this fraction and the Defined
                      Benefit Fraction would otherwise exceed 1.0 under the
                      terms of this Plan. Under the adjustment, an amount equal
                      to the product of (1) the excess of the sum of the
                      fractions over 1.0 times (2) the denominator of this
                      fraction, will be permanently subtracted from the
                      numerator of this fraction. The adjustment is calculated
                      using the fractions as they would be computed as of the
                      end of the last Limitation Year beginning before January
                      1, 1987, and disregarding any changes in the 



                                       44
<PAGE>   54
                      terms and; conditions of the plan made after May 5, 1986,
                      but using the Code Section 415 limitation applicable to
                      the first Limitation Year beginning on or after January 1,
                      1987.

                      Notwithstanding the foregoing, for any Top Heavy Plan
                      Year,100 shall be substituted for 125 unless the extra
                      minimum allocation is being made pursuant to the
                      Employer's election in F1 of the Adoption Agreement.
                      However, for any Plan Year in which this Plan is a Super
                      Top Heavy Plan, 100 shall be substituted for 125 in any
                      event.

                      (6) Employer means the Employer that adopts this Plan and
                      all Affiliated Employers, except that for purposes of this
                      Section. Affiliated Employers shall be determined pursuant
                      to the modification made by Code Section 415 (h).

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

                      (8) Highest Average Compensation means 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 Section E1 of the Adoption
                      Agreement which is used to determine Compensation under
                      the Plan.

                      (9) Limitation Year means the Compensation Year (a 12
                      consecutive month period) as elected by the Employer in
                      the Adoption Agreement. All qualified plans maintained by
                      the Employer must use the same Limitation Year. If the
                      Limitation Year is amended to a different 12 consecutive
                      month period, the new Limitation Year must begin on a date
                      within the Limitation Year in which the amendment is made.

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

                      (11) Maximum Permissible Amount means the maximum Annual
                      Addition that may be contributed or allocated to a
                      Participant's account under the plan for any Limitation
                      Year, which shall not exceed the lesser of:

                             (i) the Defined Contribution Dollar Limitation, or

                             (ii) 25 percent of the Participant's Compensation
                             for the Limitation 



                                       45
<PAGE>   55

                             Year.

                      The Compensation Limitation referred to in (ii) shall not
                      apply to any contribution for medical benefits within the
                      meaning of Code Sections 401 (h) or 419 (f) (2)) which is
                      otherwise treated as an annual addition under Code
                      Sections 415(1)(1) or 419A (d) (2).

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

                              number of months in the short Limitation Year
                                                    12

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

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

                             (ii) 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.

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

4.5 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                      (a) If as a result of the allocation of Forfeitures, a
               reasonable error in estimating a Participant's annual
               Compensation, a reasonable error in determining the amount of
               elective deferrals (within the meaning of Code Section 402 (g)
               (3), that may be made with respect to a Participant, or other
               faces and circumstances to which Regulation 1 415-6 (b) (6) shall
               be applicable, the "annual additions" under this Plan would cause
               the maximum provided in Section 4.4 to be exceeded, the 
               Administrator shall treat the excess in accordance with Section 
               4.4



                                       46
<PAGE>   56

               (a) (4).

4.6 TRANSFERS FROM QUALIFIED PLANS

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

                      (b) Amounts in a Participant's Rollover Account shall be
               held by the Trustee pursuant to the provisions of this Plan and
               may not be withdrawn by, or distributed to the Participant, in
               whole or in part, except as provided in Paragraphs (c) and (d) of
               this Section.

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

                      (d) At Normal Retirement Date, or such other date when the
               Participant or his Beneficiary shall be entitled to receive
               benefits, the fair market value of the Participant's Rollover
               Account shall be used to provide additional benefits to the
               Participant or his Beneficiary. Any distributions of amounts held
               in a Participant's Rollover Account shall be made in a manner
               which is consistent with and satisfies the provisions of Section
               6 5, including, but not limited to, all notice and consent
               requirements of Code Sections 411 (a) (11) and 417 and the
               Regulations thereunder. Furthermore, such amounts shall be
               considered as part of a Participant's benefit in determining
               whether an involuntary cash-out of benefits without Participant
               consent may be made.

                      (e) The Administrator may direct that employee transfers
               made after a valuation date be segregated into a separate account
               for each Participant until such time as the allocations pursuant
               to this Plan have been made, at which time they may remain
               segregated or be invested as part of the general Trust Fund to be
               determined by the Administrator.

                      (f) For purposes of this Section, the term "qualified
               plan" shall mean any tax qualified plan under Code Section 401
               (a). The term 



                                       47
<PAGE>   57

               "amounts transferred from other qualified plans" shall 
               mean: (1) amounts transferred to this Plan directly from
               another qualified plan; (ii) lump-sum distributions received by
               an Employee from another qualified plan which are eligible for
               tax free rollover to a qualified plan and which are transferred
               by the Employee to this Plan within sixty (60) days following his
               receipt thereof; (iii) amounts transferred to this Plan from a
               conduit individual retirement account provided that the conduit
               individual retirement account has no assets other than assets
               which (A) were previously distributed to the Employee by another
               qualified plan as a lump-sum distribution (B) were eligible for
               tax- free rollover to a qualified plan and (C) were deposited in
               such conduit individual retirement account within sixty (60) days
               of receipt thereof and other than earnings on said assets; and
               (iv) amounts distributed to the Employee from a conduit
               individual retirement account meeting the requirements of clause
               (iii) above, and transferred by the Employee to this Plan within
               sixty (60) days of his receipt thereof from such conduit
               individual retirement account.

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

                      (h) Notwithstanding anything herein to the contrary, a
               transfer directly to this Plan from another qualified plan (or a
               transaction having the effect of such a transfer) shall only be
               permitted if it will not result in the elimination or reduction
               of any "Section 411 (d) (6)) protected benefit" as described in
               Section 8.1.

4.7  VOLUNTARY CONTRIBUTIONS

                      (a) If this is an amendment to a Plan that had previously
               allowed voluntary Employee contributions, then, except as
               provided in 4.7 (b) below, this Plan will not accept voluntary
               Employee contributions for Plan Years beginning after the Plan
               Year in which this Plan is adopted by the Employer.

                      (b) For 401 (k) Plans, if elected in the Adoption
               Agreement, each Participant may, at the discretion of the
               Administrator in a nondiscriminatory manner, elect to voluntarily
               contribute a percentage of his compensation earned while a
               Participant under this Plan. Such contributions shall be withheld
               by payroll deduction and shall be paid to the Trustee within a
               reasonable period of time but in no event later than 90 days
               after the receipt of the contribution.



                                       48
<PAGE>   58

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

                      (d) A Participant may elect to withdraw his voluntary
               contributions from his Voluntary Contribution Account and the
               actual earnings thereon in a manner which is consistent with and
               satisfies the provisions of Section 6.5, including, but not
               limited to, all notice and consent requirements of Code Sections
               411 (a) (11) and 417 and the Regulations thereunder. If the
               administrator maintains sub-accounts with respect to voluntary
               contributions (and earnings thereon) which were made on or before
               a specified date, a Participant shall be permitted to designate
               which sub-account shall be the source for his withdrawal. No
               Forfeitures shall occur solely as a result of an Employee's
               withdrawal of Employee contributions.

                      In the event such a withdrawal is made, the Administrator
               may impose, on a uniform and non- discriminatory basis, a
               suspension period during which the Participant may not make
               voluntary contributions. However, in the event a Participant has
               received a hardship distribution pursuant to Regulation 1.401
               (k)- 1 (d) (2) (iii) (B) from any plan maintained by the
               Employer, then such Participant shall be barred from making any
               voluntary contributions for a period of twelve (12) months after
               receipt of the withdrawal or distribution.

                      (e) At Normal Retirement Date, or such other date when the
               Participant or his Beneficiary shall be entitled to receive
               benefits, the fair market value of the Voluntary Contribution
               Account shall be used to provide additional benefits to the
               Participant or his Beneficiary.

                      (f) The Administrator may direct that voluntary
               contributions made after a valuation date be segregated into a
               separate account until such time as the allocations pursuant to
               this Plan have been made, at which time they may remain
               segregated or be invested as part of the general Trust Fund, to
               be determined by the Administrator.

4.8 DIRECTED INVESTMENT ACCOUNT

                      (a) If elected in the Adoption Agreement, all Participants
               shall direct the Trustee as to the investment of all of their
               individual account balances. Participants shall direct the
               Trustee in writing to invest their account in specific assets as
               permitted by the Administrator provided such investments are in
               accordance with the Department of Labor regulations and are
               permitted by the Plan. However, the Plan may, but 



                                       49
<PAGE>   59

               is not required to, comply with Act Section 404 (c) and the 
               regulations thereunder. That portion of the account of any 
               Participant so directing will thereupon be considered a Directed
               Investment Account.

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

                      (c) The Administrator shall establish a procedure, to be
               applied in a uniform and nondiscriminatory manner, setting forth
               the permissible investment options under this Section, how often
               changes between investments may be made, and any other
               limitations that the Administrator shall impose on a
               Participant's right to direct investments.

4.9 QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

                      (a) If this is an amendment to a Plan that previously
               permitted deductible voluntary contributions, then each
               Participant who made a "Qualified Voluntary Employee
               Contribution" within the meaning of Code Section 219 (e) (2) as
               it existed prior to the enactment of the Tax Reform Act of 1986,
               shall have his contribution held in a separate Qualified
               Voluntary Employee Contribution Account which shall be fully
               Vested at all times. Such contributions, however, shall not be
               permitted if they are attributable to taxable years beginning
               after December 31, 1986.

                      (b) A Participant may, upon written request delivered to
               the Administrator, make withdrawals from his Qualified Voluntary
               Employee Contribution Account. Any distribution shall be made in
               a manner which is consistent with and satisfies the provisions of
               Section 6.5, including, but not limited to, all notice and
               consent requirements of Code Sections 411 (a) (11) and 417 and
               the Regulations thereunder.

                      (c) At Normal Retirement Date, or such other date when the
               Participant or his Beneficiary shall be entitled to receive
               benefits, the fair market value of the Qualified Voluntary
               Employee Contribution Account shall be used to provide additional
               benefits to the Participant or his Beneficiary.

                      (d) Unless the Administrator directs Qualified Voluntary


                                       50
<PAGE>   60

               Employee Contributions made pursuant to this Section be
               segregated into a separate account for each Participant, they
               shall be invested as part of the general Trust Fund and share in
               earnings and losses.

4.10 ACTUAL CONTRIBUTION PERCENTAGE TESTS

               In the event this Plan previously provided for voluntary or
mandatory Employee contributions, then, with respect to Plan Years beginning
after December 31, 1986, such contributions must satisfy the provisions of Code
Section 401 (m) and the Regulations thereunder.

4. 11  INTEGRATION IN MORE THAN ON PLAN

               If the Employer and/or an Affiliated Employer maintain qualified
retirement plans integrated with Social Security such that any Participant in
this Plan is covered under more than one of such plans, then such plans will be
considered to be one plan and will be considered to be integrated if the extent
of the integration of all such plans does not exceed 100%. For purposes of the
preceding sentence the extent of integration of a plan is the ratio, expressed
as a percentage, which the actual benefits, benefit rate, offset rate, or
employer contribution rate, whatever is applicable, under the Plan bears to the
limitation applicable to such Plan. If the Employer maintains two or more
standardized paired plans, only one plan may be integrated with Social Security.

                                    ARTICLE V
                                   VALUATIONS

5.1 VALUATION OF THE TRUST FUND

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

5.2 METHOD OF VALUATION

               In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the same at the prices they were last traded
on such exchange preceding the close of business on the "valuation date". If
such securities were not traded on the "valuation date", or if the exchange on
which they were last traded prior to the was not open for business on the
"valuation date", then the securities 



                                       51
<PAGE>   61

shall be valued at the prices at which they were last traded prior to the
"valuation date". Any unlisted security held in the Trust Fund shall be valued
at its bid price next preceding the close of business on the "valuation date",
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the Values established by such appraiser or appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

               Every Participant may terminate his employment with the Employer
and retire for the purposes hereof on or after his Normal Retirement Date or
Early Retirement Date upon such normal retirement date or early retirement date,
all amounts credited to such Participant's Combined Account shall become
distributable. However, a Participant may postpone the termination of his
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.3, shall continue until his Late Retirement Date. Upon a
Participant's Retirement Date, or as soon thereafter as is practicable, the
Administrator shall direct the distribution of all amounts credited to such
Participant's Combined Account in accordance with Section 6.5.

6.2 DETERMINATION OF BENEFITS UPON DEATH

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

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

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



                                       52
<PAGE>   62

               payment shall be conclusive.

                      (d) Unless otherwise elected in the manner prescribed in
               Section 6.6, the Beneficiary of the Pre-Retirement Survivor
               Annuity shall be the Participant's spouse. Except, however, the
               Participant may designate a Beneficiary other than his spouse for
               the Pre-Retirement Survivor Annuity if:

                      (1) the Participant and his spouse have validly waived the
                      (Pre-Retirement) Survivor Annuity in the manner prescribed
                      in Section 6.6, and the spouse has waived his or her right
                      to be the Participant's Beneficiary, or

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

                      (3) the Participant has no spouse, or

                      (4) the spouse cannot be located.

                      In such event, the designation of a Beneficiary shall be
               made on a form satisfactory to the Administrator, Participant may
               at any time revoke his designation of a Beneficiary or change his
               Beneficiary by filing written notice of such revocation or change
               with the Administrator. However, the Participant's spouse must
               again consent in writing to any change in Beneficiary unless the
               original consent acknowledged that the spouse had the right to
               limit consent only to a specific Beneficiary and that the spouse
               voluntarily elected to relinquish such right. The Participant
               may, at any time, designate a Beneficiary for death benefits
               payable under the Plan that are in excess of the Pre-Retirement
               Survivor Annuity. In the event no valid designation of
               Beneficiary exists at the time of the Participant's death, the
               death benefit shall be payable to his estate.

                      (e) If the Plan provides an insured death benefit and a
               Participant dies before any insurance coverage to which he is
               entitled under the Plan is effected, his death benefit from such
               insurance coverage shall be limited to the standard rated premium
               which was or should have been used for such purpose.

                      (f) In the event of any conflict between the terms of this
               Plan and the terms of any Contract issued hereunder, the Plan
               provisions shall control.



                                       53
<PAGE>   63

6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

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

6.4 DETERMINATION OF BENEFITS IN EVEN OF DISABILITY

                      (a) On or before the Anniversary Date, or other valuation
               date, coinciding with or subsequent to the termination of a
               Participant's employment for any reason other than retirement,
               death, or Total and Permanent Disability, the Administrator may
               direct that the amount of the Vested portion of such Terminated
               Participant's Combined Account be segregated and invested
               separately. In the event the Vested portion of a Participant's
               Combined Account is not segregated, the amount shall remain in a
               separate account for the Terminated Participant and share in
               allocations pursuant to Section 4.3 until such time as a
               distribution is made to the Terminated Participant. The amount of
               the portion of the Participant's Combined Account which is not
               Vested may be credited to a separate account (which will always
               share in gains and losses of the Trust Fund) and at such time as
               the amount becomes a Forfeiture shall be treated in accordance
               with the provisions of the Plan regarding Forfeitures.

                      Regardless of whether distributions in kind are permitted,
               in the event that the amount of the Vested portion of the
               Terminated Participants Combined Account equals or exceeds the
               fair market value of any insurance Contacts, the Trustee, when so
               directed by the Administrator and agreed to by the Terminated
               Participant, shall assign, transfer, and set over to such
               Terminate Participant all Contracts on his life in such form or
               with such endorsements, so that the settlement options and forms
               of payment are consistent with the provisions of Section 6.5. In
               the event that the Terminated Participant's Vested portion does
               not at least equal the fair market value of the Contracts, if
               any, the Terminated Participant may pay over to the Trustee the
               sum needed to make the distribution equal to the value of the
               Contracts being assigned or transferred, or the Trustee, pursuant
               to the Participant's election, may borrow the cash value of the
               Contracts from the Insurer so that the value of the Contracts is
               equal to the Vested portion of the Terminated Participant's
               Combined Account and then assign the Contracts to the Terminated
               Participant.



                                       54
<PAGE>   64

                      Distribution of the funds due to a Terminated Participant
               shall be made on the occurrence of an event which would result in
               the distribution had the Terminated Participant remained in the
               employ of the Employer (upon the Participant's death. Total and
               Permanent Disability, Early or Normal Retirement). However, at
               the election of the Participant, the Administrator shall direct
               that the entire Vested portion of the Terminated Participant's
               Combined Account to be payable of such Terminated Participant
               provided the conditions, if any, set forth in the Adoption
               Agreement have been satisfied. Any distribution under this
               paragraph shall be made in a manner which is consistent with and
               satisfies the provisions of Section 6.5, including but not
               limited to, all notice and consent requirements of Code Sections
               411 (a) (11) and 417 the Regulations thereunder

                      Notwithstanding the above, if the value of a Terminated
               Participant's Vested benefit derived from Employer and Employee
               contributions does not exceed, and at the time of any prior
               distribution, has never exceeded $3,500, the Administrator shall
               direct that the entire Vested benefit be paid to such Participant
               in a single lump-sum without regard to the consent of the
               Participant or the Participant s spouse. A Participant's Vested
               benefit shall not include Qualified Voluntary Employee
               Contributions within the meaning of Code Section 72 (o) (5) (B)
               for Plan Years beginning prior to January 1, 1989.

                      (b) The Vested portion of any Participant's Account shall
               be a percentage of such Participant's Account determined on the
               basis of the Participant's number of Years of Service according
               to the vesting schedule specified in the Adoption Agreement.

                      (c) For any Top Heavy Plan Year, one of the minimum top
               heavy vesting schedules as elected by the Employer in the
               Adoption Agreement will automatically apply to the Plan. The
               minimum top heavy vesting schedule applies to all benefits within
               the meaning of Code Section 411 (a) (7) except those attributable
               to Employee contributions, including benefits accrued before the
               effective date of Code Section 416 and benefits accrued before
               the Plan became top heavy. Further, no decrease in a
               Participant's Vested percentage may occur in the event the Plan's
               status as top heavy changes for any Plan Year. However, this
               Section does not apply to the account balances of any Employee
               who does not have an Hour of Service after the Plan has initially
               become top heavy and the Vested percentage of such Employee's
               Participant's Account shall be determined without regard to this
               Section 6.4 (c).

                      If in any subsequent Plan Year, the Plan ceases to be a
               Top 



                                       55
<PAGE>   65

               Heavy Plan, the Administrator shall continue to use the
               vesting schedule in effect while the Plan was a Top Heavy Plan
               for each Employee who had an Hour of Service during a Plan Year
               when the Plan was Top Heavy.

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

                      (e) If this is an amended or restated Plan, then
               notwithstanding the vesting schedule specified in the Adoption
               Agreement, the Vested percentage of a Participant's Account shall
               not be less than the Vested percentage attained as of the later
               of the effective date or adoption date of this amendment and
               restatement. The computation of a Participant"s nonforfeitable
               percentage of his interest in the Plan shall not be reduced as
               the result of any direct or indirect amendment to this Article,
               or due to changes in the Plan's status as a Top Heavy Plan.

                      (f) If the Plan's vesting schedule is amended, or if the
               Plan is amended in any way that directly or indirectly affects
               the computation of the Participant's nonforfeitable percentage or
               if the Plan is deemed amended by an automatic change to a top
               heavy vesting schedule, then each Participant with at least 3
               Years of Service as of the expiration date of the election period
               may elect to have his nonforfeitable percentage computed under
               the Plan without regard to such amendment or change.
               Notwithstanding the foregoing, for Plan Years beginning before
               January 1, 1989, or with respect to Employees who fail to
               complete at least one (1) Hour of Service in a Plan Year
               beginning after December 31, 1988, five (5) shall be substituted
               for three (3) in the preceding sentence. If a Participant fails
               to make such election, then such Participant shall be subject to
               the new vesting schedule. The Participant's election period shall
               commence on the adoption date of the amendment and shall end 60
               days after the latest of:

                           (1) the adoption date of the amendment,

                           (2) the effective date of the amendment, or

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

                      (g) (1) If any Former Participant shall be reemployed by
               the Employer before a 1-Year Break in Service occurs, he shall
               continue to participate in the Plan in the same manner as if such
               termination had 



                                       56
<PAGE>   66

               not occurred.

                      (2) If any Former Participant shall be reemployed by the
                      Employer before five (5) consecutive 1-Year Breaks in
                      Service, and such Former Participant had received a
                      distribution of his entire Vested interest prior to his
                      reemployment, his forfeited account shall be reinstated
                      only if he repays the full amount distributed to him
                      before the earlier of five (5) years after the first date
                      on which the Participant is subsequently reemployed by the
                      Employer or the close of the first period of 5 consecutive
                      1-Year Breaks in Service commencing after the
                      distribution. If a distribution occurs for any reason
                      other than a separation from service, the time for
                      repayment may not end earlier than five (5) years after
                      the date of separation. In the event the Former
                      Participant does repay the full amount distributed to him,
                      the undistributed portion of the Participant's Account
                      must be restored in full, unadjusted by any gains or
                      losses occurring subsequent to the Anniversary Date or
                      other valuation date preceding his termination. If an
                      employee receives a distribution pursuant to this section
                      and the employee resumes employment covered under this
                      plan, the employee's employer-derived account balance will
                      be restored to the amount on the date of distribution if
                      the employee repays to the plan the full amount of the
                      distribution attributable to employer contributions before
                      the earlier of 5 years after the first date on which the
                      participant is subsequently re-employed by the employer,
                      or the date the participant incurs 5 consecutive 1-year
                      breaks in service following the date of the distribution.
                      If a non-Vested Former Participant was deemed to have
                      received a distribution and such Former Participant is
                      reemployed by the Employer before five (5) consecutive
                      1-Year Breaks in Service, then such Participant will be
                      deemed to have repaid the deemed distribution as of the
                      date of reemployment.

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

                             (i) Any Former Participant who under the Plan does
                             not have a nonforfeitable right to any interest in
                             the Plan resulting from Employee contributions
                             shall lose credits if his consecutive 1-Year Breaks
                             in Service equal or exceed the greater of (A) five
                             (5) or (B) the aggregate number of his pre-break
                             Years of Service:

                             (ii) After five (5) consecutive 1-Year Breaks in
                             Service, a Former 



                                       57
<PAGE>   67

                             Participant's Vested Account balance attributable 
                             to pre-break service shall not be increased as a 
                             result of post-break service;

                             (iii) A former Participant who is reemployed and
                             who has not had his Years of Service before a 1-
                             Year Break in Service disregarded pursuant to (i)
                             above, shall participate in the Plan as of his date
                             of reemployment;

                             (iv) If a Former Participant completes a Year of
                             Service (a 1-Year Break in Service previously
                             occurred, but employment had not terminated), he
                             shall participate in the Plan retroactively from
                             the first day of the Plan Year during which he
                             completes one (1) Year of Service.

                      (h) In determining Years of Service for purposes of
               vesting under the Plan, Years of Service shall be excluded as
               specified in the Adoption Agreement.

        6.5 DISTRIBUTION OF BENEFITS

                      (a) (1) Unless otherwise elected as provided below, a
               Participant who is married on the "annuity starting date" and who
               does not die before the "annuity starting date" shall receive the
               value of all of his benefits in the form of a Joint and Survivor
               Annuity. The Joint and Survivor Annuity is an annuity that
               commences immediately and shall be equal in value to a single
               life annuity. Such joint and survivor benefits following the
               Participant's death shall continue to the spouse during the
               spouse's lifetime at a rate equal to 50% of the rate at which
               such benefits were payable to the Participant. This Joint and
               Survivor Annuity shall be considered the designated qualified
               Joint and Survivor Annuity and automatic form of payment for the
               poses of this Plan. However, the Participant may elect to receive
               a smaller annuity benefit with continuation of payments to the
               spouse at a rate of seventy-five percent (75%) or one hundred
               percent (100%) of the rate payable to a Participant during his
               lifetime which alternative Joint and Survivor Annuity shall be
               equal in value to the automatic Joint and 50% Survivor Annuity.
               An unmarried Participant shall receive the value of his benefit
               in the form or a life annuity. Such unmarried Participant,
               however, may elect in writing to waive the life annuity. The
               election must comply with the provisions of this Section as if it
               were an election to waive the Joint and Survivor Annuity by a
               married Participant, but without the spousal consent requirement.
               The Participant may elect to have any annuity provided for in
               this Section distributed upon the attainment the "earliest
               retirement age" under the Plan. The "earliest retirement age" is
               the earliest date on which, under the Plan, the Participant could
               elect to receive retirement benefits.



                                       58
<PAGE>   68

                                    (2) Any election to waive the Joint and
                      Survivor Annuity must be made by the Participant in
                      writing during the election period and be consented to by
                      the Participant's spouse. If the spouse is legally
                      incompetent to give consent, the spouse's legal guardian,
                      even such guardian is the Participant, may give consent.
                      Such election shall designate a Beneficiary (or a form of
                      benefits) that may not be changed without spousal consent
                      (unless the consent of the spouse expressly permits
                      designations by the Participant without the requirement of
                      further consent by the spouse). Such spouse's consent
                      shall be irrevocable and must acknowledge the effect of
                      such election and be witnessed by a Plan representative or
                      a notary public. Such consent shall not be required if it
                      is established to the satisfaction of the Administrator
                      that the required consent cannot be obtained because there
                      is no spouse the spouse cannot be located, or other
                      circumstances that may be prescribed by Regulations. The
                      election made by the Participant and consented to by his
                      spouse may be revoked by the Participant in writing
                      without the consent of the spouse at any time during the
                      election period. The number of revocations shall not be
                      limited. Any new election must comply with the
                      requirements of this paragraph. A former spouse's waiver
                      shall not be binding on a new spouse.

                      (3) The election period to waive the Joint and Survivor
                      Annuity shall be the 90 day period ending on the "annuity
                      starting date."

                      (4) For purposes of this Section and Section 6.6, the
                      "annuity starting dates" means the first day of the first
                      period for which an amount is paid as an annuity, or, in
                      the case of a benefit not payable in the form of an
                      annuity, the first day on which all events have occurred
                      which entitles the Participant to such benefit.

                      (5) With regard to the election, the Administrator shall
                      provide to the Participant no less than 30 days and no
                      more than 90 days before the "annuity starting date" a
                      written explanation of:

                           (i) the terms and conditions of the Joint and
                           Survivor Annuity, and

                           (ii) the Participant's right to make and the effect
                           of an election to waive the Joint and Survivor
                           annuity, and

                           (iii) the right of the Participant's spouse to
                           consent to any election to waive the Joint and
                           Survivor Annuity, and



                                       59
<PAGE>   69

                           (iv) the right of the Participant to revoke such
                           election, and the effect of such revocation.

                      (b) In the event a married Participant duly elects
               pursuant to paragraph (a) (2) above not to receive his benefit in
               the form of a Joint and Survivor Annuity, or if such Participant
               is not married, in the form of a life annuity, the Administrator,
               pursuant to the election or the Participant, shall direct the
               distribution to a Participant or his Beneficiary any amount to
               which he is entitled under the Plan in one or more or the
               following methods which are permitted pursuant to the Adoption
               Agreement:

                      (1) One lump-sum payment in cash or in property;

                      (2) Payments over a period certain in monthly, quarterly,
                      semiannual, or annual cash installments. In order to
                      provide such installment payments, the Administrator may
                      direct that the Participant's interest in the Plan be
                      segregated and invested separately, and that the funds in
                      the segregated account be used for the payment of the
                      installments. The period over which such payment is to be
                      made shall not extend beyond the Participant's life
                      expectancy (or the life expectancy of the Participant and
                      his designated Beneficiary);

                      (3) Purchase of or providing an annuity. However, such
                      annuity may not be in any form that will provide for
                      payments over a period extending beyond either the life of
                      the Participant (or the lives of the Participant and his
                      designated Beneficiary) or the life expectancy of the
                      Participant (or the life expectancy of the Participant and
                      his designated Beneficiary).

                      (c) The present value of a Participant's Joint and
               Survivor Annuity derived from Employer and Employee contributions
               may not be paid without his written consent if the value exceeds,
               or has ever exceeded at the time of any prior distribution,
               $3,500. Further, the spouse of a Participant must consent in
               writing to any immediate distribution. If the value of the
               Participant's benefit derived from Employer and Employee
               contributions does not exceed $3,500 and has never exceeded
               $3,500 at the time of any prior distribution, the Administrator
               may immediately distribute such benefit without such
               Participant's consent. No distribution may be made under the
               preceding sentence after the "annuity starting date" unless the
               Participant and his spouse consent in writing to such
               distribution. Any written consent required under this paragraph
               must be obtained not more than 90 days 



                                       60
<PAGE>   70

               before commencement of the distribution and shall be made in a
               manner consistent with Section 6.5 (a) (2).

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

                      (1) No consent shall be valid unless the Participant has
                      received a general description of the material features
                      and an explanation of the relative values of the optional
                      forms of benefit available under the Plan that would
                      satisfy the notice requirements of Code Section 417.

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

                      (3) Notice of the rights specified under this paragraph
                      shall be provided no less than 30 days and no more than 90
                      days before the "annuity starting date".

                      (4) Written consent of the Participant to the distribution
                      must not be made before the Participant receives the
                      notice and must not be made more than 90 days before the
                      "annuity starting date".

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

                      (e) Notwithstanding any provision in the Plan to the
               contrary, the distribution of a Participant's benefits, made on
               or after January 1, 1985, whether under the Plan or through the
               purchase of an annuity Contract, shall be made in accordance with
               the following requirements and shall otherwise comply with Code
               Section 401 (a) (9) and the Regulations thereunder (including
               Regulation Section 1. 401 (a) (9)-2), the provisions of which are
               incorporated herein by reference:

                      (1) A Participant's benefits shall be distributed to him
                      not later than April 1st of the calendar year following
                      the later of (i) the calendar year in which the
                      Participant attains age 70 1/2 or (ii) the calendar year
                      in which the Participant retires, provided, 



                                       61
<PAGE>   71

                      however, that this clause (ii) shall not apply in the case
                      of a Participant who is a "five (5) percent owner" at any
                      time during the five (5) Plan Year period ending in the
                      calendar year in which he attains age 70 1/2 or, in the
                      case of a Participant who becomes a "five (5) percent
                      owner' during any subsequent Plan Year, clause (ii) shall
                      no longer apply and the required beginning date shall be
                      the April 1st of the calendar year following the calendar
                      year in which such subsequent Plan Year ends.
                      Alternatively, distributions to a Participant must begin
                      no later than the applicable April 1st as determined under
                      the preceding sentence and must be made over the life of
                      the Participant or, if benefits are paid in the form of a
                      Joint and Survivor Annuity, the life expectancy of the
                      Participant and designated Beneficiary in accordance with
                      Regulations. For Plan Years beginning after December 31,
                      1988 clause (ii) above shall not apply to any Participant
                      unless the Participant had attained age 70 1/2 before
                      January 1, 1988 and was not a "five (5) percent owner" at
                      any time during the Plan Year ending with or within the
                      calendar year in which the Participant attained age 66 1/2
                      or any subsequent Plan Year.

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

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

                      (f) For purposes of this Section, the life expectancy of a
               Participant shall be redetermined annually in accordance with
               Regulations if permitted pursuant to the Adoption Agreement. If
               the Participant may elect whether recalculations will be made,
               then the election, once made, shall be irrevocable. If no
               election is made by the time distributions must commence, then
               the life expectancy of the Participant shall not be subject to
               recalculation. Life expectancy shall be computed using the return
               multiples in Tables V and VI of Regulation 1.72-9.

                      (g) All annuity Contracts under this Plan shall be
               non-transferable when distributed. Furthermore, the terms of any
               annuity 



                                       62
<PAGE>   72

               Contract purchased and distributed to a Participant or
               spouse shall comply with all of the requirements of this Plan.

                      (h) Subject to the spouse's right of consent afforded
               under the Plan, the restrictions imposed by this Section shall
               not apply if a Participant has, prior to January 1, 1984, made a
               written designation to have his retirement benefit paid in an
               alternative method acceptable under Code Section 401 (a) as in
               effect prior to the enactment of the Tax Equity and Fiscal
               Responsibility Act of 1982.

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

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

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

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

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

6.6 DISTRIBUTION OF BENEFITS UPON DEATH

                      (a) Unless otherwise elected as provided below, a Vested
               Participant who dies before the annuity starting date and who has
               a surviving spouse shall have the Pre- Retirement Survivor
               Annuity paid to his surviving spouse. The Participant's spouse
               may direct that payment of the Pre-Retirement Survivor Annuity
               commence within a reasonable period after the Participant's
               death. If the spouse does not so direct, payment of such benefit
               will commence at the time later of his Normal Retirement Age or
               age 62. However, the spouse may elect a later commencement date.
               Any distribution to the Participant's spouse shall be subject to
               the rules specified in Section 6.6 (h)

                      (b) Any election to waive the Pre-Retirement Survivor
               Annuity before the Participant's death must be made by the
               Participant in 



                                       63
<PAGE>   73

               writing during the election period and shall require the
               spouse's irrevocable consent in the same manner provided for
               in Section 6.5 (a) (2). Further, the spouse's consent must
               acknowledge the specific nonspouse Beneficiary.
               Notwithstanding the foregoing, the nonspouse Beneficiary need
               not be acknowledged, provided the consent of the spouse
               acknowledges that the spouse has the right to limit consent
               only to a specific beneficiary and that the spouse voluntarily
               elects to relinquish such right.

                      (c) The election period to waive the Pre- Retirement
               Survivor Annuity shall begin on the first day of the Plan Year in
               which the Participant attains age 35 and end on the date of the
               Participant's death. An earlier waiver (with spousal consent) may
               be made provided a written explanation of the Pre-Retirement
               Survivor Annuity is given to the Participant and such waiver
               becomes invalid at the beginning of the Plan Year in which the
               Participant turns age 35. In the event a Vested Participant
               separates from service prior to the beginning of the election
               period, the election period shall begin on the date of such
               separation from service.

                      (d) With regard to the election, the Administrator shall
               provide each Participant within the applicable period, with
               respect to such Participant (and consistent with Regulations) a
               written explanation of the Pre-Retirement Survivor Annuity
               containing comparable information to that required pursuant to
               Section 6.5 (a) (5). For the purposes of this paragraph, the term
               "applicable period" means, with respect to a Participant,
               whichever of the following periods ends last:

                      (1) 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;

                      (2) A reasonable period after the individual becomes a
                      Participant. For this purpose, in the case of an
                      individual who becomes a Participant after age 32, the
                      explanation must be provided by the end of the three-year
                      period beginning with the first day of the first Plan Year
                      for which the individual is a Participant;

                      (3) A reasonable period ending after the Plan no longer
                      fully subsidizes the cost of the Pre-Retirement Survivor
                      Annuity with respect to the Participant;

                      (4) A reasonable period ending after Code Section 401 (a)
                      (11) applies to the Participant; or



                                       64
<PAGE>   74

                      (5) A reasonable period after separation from service in
                      the case of a Participant who separates before attaining
                      age 35. For this purpose, the Administrator must provide
                      the explanation beginning one year before the separation
                      from service and ending one year after separation.

                      (e) The Pre-Retirement Survivor Annuity provided for this
               Section shall apply only to Participants who are credited with an
               Hour of Service on or after August 23, 1988. Former Participants
               who are not credited with an Hour of Service on or after August
               23, 1984 shall be provided with rights to the Pre-Retirement
               Survivor Annuity in accordance with Section 303 (e) (2) of the
               Retirement Equity Act of 1984.

                      (f) If the value the Pre-Retirement Survivor Annuity
               derived from Employer and Employee contributions does not exceed
               $3,500 and has never exceeded $3,500 at the time of any prior
               distribution, the Administrator shall direct the immediate
               distribution of such amount to the Participant"s spouse. No
               distribution may be made under the preceding sentence after the
               annuity starting date unless the spouse consents in writing. If
               the value exceeds, or has ever exceeded at the time of any prior
               distribution, $3,500, an immediate distribution of the entire
               amount may be made to the surviving spouse, provided such
               surviving spouse consents in writing to such distribution. Any
               written consent required under this paragraph must be obtained
               not more than 90 rays before commencement of the distribution and
               shall be made in a manner consistent with Section 6.5 (a) (2).

                      (g) (1) In the event there is an election to waive the
               Pre-Retirement Survivor Annuity, and for death benefits in excess
               of the Pre-Retirement Survivor Annuity, such death benefits shall
               be paid to the Participant's Beneficiary by either of the
               following methods, as elected by the Participant (or if no
               election has been made prior to the Participant's death, by his
               Beneficiary) subject to the rules specified in Section 6.6 (h))
               and the selections made in the Adoption Agreement:

                             (i) One lump-sum payment in cash or in property;

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



                                       65
<PAGE>   75

                             (iii) If death benefits in excess of the
                             Pre-Retirement Survivor Annuity are to be paid to
                             the surviving spouse, such benefits may be paid
                             pursuant to (i) or (ii) above, or used to purchase
                             an annuity so as to increase the payments made
                             pursuant to the Pre-Retirement Survivor Annuity;

                      (2) In the event the death benefit payable pursuant to
                      Section 6.2 is payable in installments, then, upon the
                      death of the Participant, the Administrator may direct
                      that the death benefit be segregated and invested
                      separately, and that the funds accumulated in the
                      segregated account, be used for the payment of the
                      installments.

                      (h) Notwithstanding any provision in the Plan to the
               contrary, distributions upon the death of a Participant made on
               or after January 1, 1985, shall be made in accordance with the
               following requirements and shall otherwise comply with Code
               Section 401 (a) (9) and the Regulations thereunder.

                      (1) If it is determined, pursuant to Regulations, that the
                      distribution of a Participant's interest has begun and the
                      Participant dies before his entire interest has been
                      distributed to him, the remaining portion of such interest
                      shall be distribution at least as rapidly as under the
                      method of distribution selected pursuant to Section 6.5 as
                      of his date of death.

                      (2) If a Participant dies before he has begun to receive
                      any distributions of his interest in the Plan or before
                      distributions are deemed to have begun pursuant to
                      Regulations, then his death benefit shall be distributed
                      to his Beneficiaries in accordance with the following
                      rules subject to the selections made in the Adoption
                      Agreement and Subsections 6.6 (h) (3) and 6.6 (i) below:

                             (i) The entire death benefit shall be distributed
                             to the Participant's Beneficiaries by December 31st
                             of the calendar year in which the fifth anniversary
                             of the Participant's death occurs;

                             (ii) The 5-year distribution requirement of (i
                             above shall not apply to any portion of the
                             deceased Participant's interest which is 



                                       66
<PAGE>   76

                             payable to or for the benefit of a designated
                             Beneficiary. In such event, such portion shall be
                             distributed over the life of such designated
                             Beneficiary ( or over a period not extending beyond
                             the life expectancy of such distribution begins not
                             later than December 31st of the calendar year in
                             which the Participant died;

                             (iii) However, in the event the Participant's
                             spouse (determined as of the date of the
                             Participant's death) is his designated Beneficiary,
                             the provisions of (ii) above shall apply except
                             that the requirement that distributions commence
                             within one year of the Participant's death shall
                             not apply. In lieu thereof, distributions must
                             commence on or before the later of: (1) December
                             31st of the calendar year immediately following the
                             calendar year in which the Participant died; or (2)
                             December 31st of the calendar year in which the
                             Participant would have attained age 70 1/2. If the
                             surviving spouse dies before distributions to such
                             spouse begin, then the 5-year distribution
                             requirement of this Section shall apply as if the
                             spouse was the Particpant.

                      (3) Notwithstanding subparagraph (2) above, or any
                      selections made in the Adoption Agreement, if a
                      Participant's death benefits are to be paid in the form of
                      a Pre-Retirement Survivor Annuity, then distributions to
                      the Participant's surviving spouse must commence on or the
                      later of: (1) December 31st of the calendar year
                      immediately following the calendar year in which the
                      Participant died; or (2) December 31st of the calendar
                      year in which the Participant would have attained age 70
                      1/2.

                             (i) For purposes of Section 6.6 (h) (2), the elect
                             on by a designated Beneficiary to be excepted from
                             the 5-year distribution requirement (if permitted
                             in the Adoption. Agreement) must be made no later
                             than December 31st of the calendar year following
                             the calendar year or the Participant's death.
                             Except, however, with respect to a designated
                             Beneficiary who is the Participant's surviving
                             spouse, the election must be made by the earlier
                             of: (1) December 31st of the calendar year
                             immediately following the calendar year in which
                             the Participant died or, if later, the calendar
                             year in which the Participant would have attained
                             age 70 1/2; or (2) December 31st of the calendar
                             year which contains the fifth anniversary of the
                             date of the Participant's death. An election by a
                             designated Beneficiary must be in writing and shall
                             be irrevocable as of the last day of the election
                             period stated herein. In the absence of an election
                             by the Participant or a designated Beneficiary, the
                             5-year distribution requirement shall apply.



                                       67
<PAGE>   77

                      (j) For purposes of this Section, the life expectancy of a
               Participant and a Participant's spouse (other than in the case of
               a life annuity) shall or shall not be redetermined annually as
               provided in the Adoption Agreement and in accordance with
               Regulations. If the Participant or the Participant's spouse may
               elect, pursuant to the Adoption Agreement, to have life
               expectancies recalculated, then the election, once mace shall be
               irrevocable. If no election is made by the time distributions
               must commence, then the life expectancy of the Participant and
               the Participant's spouse shall not be subject to recalculation.
               Life expectancy and joint and last survivor expectancy shall be
               computed using the return multiples in Tables V and VI of
               Regulation Section 1.72-9.

                      (k) In the event that less than 100% of a Participant's
               interest in the Plan is distributed to such Participant's spouse,
               the portion of the distribution attributable to the Participant's
               Voluntary Contribution Account shall be in the same proportion
               that the Participant's Voluntary Contribution Account bears to
               the Participant's total interest in the Plan.

                      (l) Subject to the spouse's right of consent afforded
               under the Plan, the restrictions imposed by this Section shall
               not apply if a Participant has, prior to January 1, 1984, made a
               written designation to have his death benefits paid in an
               alternative method acceptable under Code Section 401(a) as in
               effect prior to the enactment of the Tax Equity and Fiscal
               Responsibility Act of 1982.

6.7 TIME OF SEGREGATION OR DISTRIBUTION

               Except as limited by Sections 6.5 and 6.6, whenever a
distribution is to be made, or a series of payments are to commence, on or as of
an Anniversary Date, the distribution or series of payments may be made or begun
on such date or as soon thereafter as is practicable, but in no event later than
180 days after the Anniversary Date. However, unless a Former Participant elects
in writing to defer the receipt of benefits (such election may not result in a
death benefit that is more than incidental), the payment of benefits shall begin
not later than the 60th day after the close of the Plan Year in which the latest
of the following events occurs: (a) the date on which the Participant attains
the earlier of age 65 or the Normal Retirement Age specified herein; (b) the
10th anniversary of the year in which the Participant commenced participation in
the Plan; or (c) the date the Participant terminates his service with the
Employer.

               Notwithstanding the foregoing the failure of a Participant and,
if 



                                       68
<PAGE>   78
applicable, the Participant's spouse, to consent to a distribution pursuant to
Section 6.5 (d)) shall be deemed to be an election to defer the commencement of
payment of any benefit sufficient to satisfy this Section.

6.8 DISTRIBUTION FOR MINOR BENEFICIARY

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

6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

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

6.10 PRE-RETIREMENT DISTRIBUTION

               For Profit Sharing Plans and 401 (k) Profit Sharing Plans, if
elected in the Adoption Agreement, at such time as a Participant shall have
attained the age specified in the Adoption Agreement, the Administrator, at the
election of the Participant, shall direct the distribution of up to the Vested
amount then credited to the accounts maintained on behalf of the Participant. In
the event that the Administrator makes such a distribution, the Participant
shall continue to be eligible to participate in the Plan on the same basis as
any other Employee. Any distribution made pursuant to this Section shall be made
n a manner consistent with Section 6.5, including, but not limited to, all
notice and consent requirements or Code Sections 411 (a) (11) and 417 and the
Regulations thereunder.

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

                      (a) For Profit Sharing Plans, if elected in the Adoption
               Agreement, the Administrator, at the election of the Participant,
               shall 



                                       69
<PAGE>   79

               direct the distribution to any Participant in any one Plan
               Year up to the lesser of 100% of the Vested portion of his
               Participant's Combined Account valued as of the last Anniversary
               Date or other valuation date or the amount necessary to satisfy
               the immediate and heavy financial need of the Participant. Any
               distribution made pursuant to this Section shall be deemed to be
               made as of the first day of the Plan Year or, if later, the
               valuation date immediately preceding the date of distribution,
               and the account from which the distribution is made shall be
               reduced accordingly. Withdrawal under this Section shall be
               authorized only if the distribution is on account of:

                      (1) Medical expenses described in Code Section 213 (d)
                      incurred by the Participant, his spouse, or any of his
                      dependents (as defined in Code Section 152);

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

                      (3) Funeral expenses for a member of the Particpant's
                      family;

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

                      (5) The need to prevent the eviction of the Particpant
                      from his principal residence or foreclosure on the
                      mortgage of the Particpant's principal residence.

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

6.12 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS

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

6 13 SPECIAL RULE FOR NON-ANNUITY PLANS



                                       70
<PAGE>   80

               If elected in the Adoption Agreement, the following shall apply
to a Participant in a Profit Sharing Plan or 401 (k) Profit Sharing Plan and to
any distribution, made on or after the first day of the first plan year
beginning after December 31, 1988, from or under a separate account attributable
solely to accumulated deductible employee contributions, as defined in Code
Section 72 (o) (5) (B), and maintained on behalf of a participant in a money
purchase pension plan, (including a target benefit plan):

                      (a) The Participant shall be prohibited from electing
               benefits in the form of a life annuity;

                      (b) Upon the death of the Participant, the Participant's
               entire Vested account balances will be paid to his or her
               surviving spouse, or, if there is no surviving spouse or the
               surviving spouse has already consented to waive his or her
               benefit, in accordance with Section 6.6, to his designated
               Beneficiary;

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

                      (1) 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 not to elect a distribution (and,
                      if applicable, a particular distribution option), and

                      (2) the Participant, after receiving the notice,
                      affirmatively elects a distribution; and

                      d) Except to the extent otherwise provided in this Section
               and Section 6.5 (h), the other provisions of Sections 6.2, 6.5
               and 6.6 regarding spousal consent and the forms of distributions
               shall be inoperative with respect to this Plan.

               This Section shall not apply to any Participant if it is
determined that this Plan is a direct or indirect transferee of a defined
benefit plan or money purchase plan, or a target benefit plan, stock bonus or
profit sharing plan which would otherwise provide for a life annuity form of
payment to the Participant.

                                   ARTICLE VII
                                     TRUSTEE

7.1 BASIC RESPONSIBILITIES OF THE TRUSTEE



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               The Trustee shall have the following categories of
responsibilities:

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

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

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

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

7.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

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

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

                      (c) Notwithstanding Section 7.2 (a), the Employer, in
               writing to the Trustee, may delegate investment responsibility to
               the Administrator. If the Administrator has been delegated such
               authority, 



                                       72
<PAGE>   82

               the Trustee shall invest trust assets in accordance with the
               Administrators direction, unless the Trustee determines, in the
               exercise of its responsibility under ERISA as a co-fiduciary of
               the Plan, that such investments are not permitted under the terms
               of the Plan, Trust, or the Act. The Trustee shall not be liable
               or responsible for losses or unfavorable results arising from the
               Trustee's compliance with directions received from the
               Administrator.

                      (d) The Trustee may from time to time transfer to a
               common, collective or pooled trust fund maintained by any
               corporate Trustee hereunder pursuant to Revenue Ruling 81-100,
               all or such part of the Trust Fund as the Trustee may deem
               advisable, and such part or all of the Trust Fund so transferred
               shall be subject to all the terms and provisions of the common,
               collective, or pooled trust fund which contemplate the
               commingling for investment purposes of such trust assets with
               trust assets of other trusts. The Trustee may withdraw from such
               common, collective, or pooled trust fund all or such part of the
               Trust Fund as the Trustee may deem advisable.

                      (e) The Trustee, at the direction of the Administrator and
               pursuant to instructions from the individual designates in the
               Adoption Agreement for such purpose shall ratably apply for, own,
               and pay all premiums on Contracts on the lives of the
               Participants. Any initial or additional Contract purchased on
               behalf of a Participant shall have a face amount of not less than
               $1000 or the limitation of the Insurer, whichever is greater. If
               a life insurance Contract is to be purchased for a Participant,
               the aggregate premium for ordinary life insurance for each
               Participant must be less than 50% of the aggregate contributions
               and Forfeitures allocated to a Participant's Combined Account.
               For purposes of this limitation, ordinary life insurance
               Contracts are Contracts with both non-decreasing death benefits
               and non-increasing premiums. If term insurance or universal life
               insurance is purchased with such contributions, the aggregate
               premium must be 25% or less of the aggregate contributions and
               Forfeitures allocated to a Participant's Combined Account. If
               both term insurance and ordinary life insurance are purchased
               with such contributions, the amount expended for term insurance
               plus one-half of the premium for ordinary life insurance may not
               in the aggregate exceed 25% of the aggregate Employer
               contributions and Forfeitures allocated to a Participant's
               Combined Account. The Trustee must distribute the Contracts to
               the Participant or convert the entire value of the Contracts at
               or before retirement into cash or provide for a periodic income
               so that no portion of such value may be used to continue life
               insurance protection beyond retirement. Notwithstanding the
               above, the limitations imposed herein with respect to the
               purchase of life insurance shall not apply, in the case of a
               Profit Sharing Plan, to the portion of a Participant's Account
               that has 



                                       73
<PAGE>   83
               accumulated for at least two (2) Plan Years.

                      Notwithstanding anything hereinabove to the contrary
               amounts credited to a Participant's Qualified Voluntary Employee
               Contribution Account pursuant to Section 4.9, shall not be
               applied to the purchase of life insurance contracts.

                      (f) The Trustee will be the owner of any life insurance
               Contract purchased under the terms of this Plan. The Contract
               must provide that the proceeds will be payable to the Trustee;
               however, the Trustee shall be required to pay over all proceeds
               of the Contract to the Participant's designated Beneficiary in
               accordance with the distribution provisions of Article VI. A
               Participant's spouse will be the designated beneficiary pursuant
               to Section 6.2, unless a qualified election has been made in
               accordance with Sections 6.5 and 6.6 of the Plan, if applicable.
               Under no circumstances shall the Trust retain any part of the
               proceeds. However, the Trustee shall not pay the proceeds in a
               method that would violate the requirements of the Retirement
               Equity Act, as stated in Article VI of the Plan, or Code Section
               401 (a) (9) and the Regulations thereunder.

7.3 OTHER POWERS OF THE TRUSTEE

               The Trustee, in addition to all powers and authorities under
common law, statutory authority, including the Act, and other provisions of this
Plan, shall have the following powers and authorities to be exercised in the
Trustee's sole discretion:
                      (a) To purchase, or subscribe for, any securities or other
               property and to retain the same. In conjunction with the purchase
               of securities margin accounts may be opened and maintained;

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

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


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<PAGE>   84


               owner with respect to stocks, bonds, securities, or other
               property. However, the Trustee shall not vote proxies relating to
               securities for which it has not been assigned full investment
               management responsibilities. In those cases where another party
               has such investment authority or discretion, be it the
               Administrator or an outside Investment Manager, the Trustee will
               deliver all proxies to said party who will then have full
               responsibility for voting those proxies;

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

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

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

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

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

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

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

                      (k) To apply for and procure from the Insurer as an
               investment of


                                       75


<PAGE>   85


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

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

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

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

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

                      (p) To pool all or any of the Trust Fund, from time to
               time, with assets belonging to any other qualified employee
               pension benefit trust created by the Employer or any Affiliated
               Employer, and to commingle such assets and make joint or common
               investments and carry joint accounts on behalf of this Plan and
               such other trust or trusts, allocating undivided shares or
               interests in such investments or accounts or any pooled assets of
               the two or more trusts in accordance with their respective
               interests;

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

                      (r) Directed Investment Account. The powers granted to the
               Trustee shall be exercised in the sole fiduciary discretion of
               the Trustee. However, if elected in the Adoption Agreement, each
               Participant shall direct the Trustee to separate and keep
               separate all or a portion of his interest in the Plan; and
               further, each participant is authorized and empowered, in his
               sole discretion, to give directions to the Trustee in such form
               as the Trustee may require concerning the investment of the
               Participant's Directed Investment Account, which directions must
               be followed by the Trustee subject, however, to restrictions on
               payment of life insurance premiums. Neither the Trustee nor any
               other persons including the Administrator or otherwise 


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<PAGE>   86


               shall be under any duty to question any such direction of the
               Participant or to review any securities or other property, real
               or personal, or to make any suggestions to the Participant in
               connection therewith, and the Trustee shall comply as promptly as
               practicable with directions given by the Participants hereunder.
               Any such direction may be of a continuing nature or otherwise and
               may be revoked by the Participant at any time in such form as the
               Trustee may require. The Trustee may refuse to comply with any
               direction from the Participant in the event the Trustee, in its
               sole and absolute discretion, deems such directions improper by
               virtue of applicable law, and in such event, the Trustee shall
               not be responsible or liable for any loss or expense which may
               result. Any costs and expenses related to compliance with the
               Participant's directions shall be borne by the Participant's
               Directed Investment Account.

7.4 LOANS TO PARTICIPANTS

                      (a) If specified in the Adoption Agreement, the Trustee
               may, in the Trustee's sole discretion, make loans to Participants
               or Beneficiaries under the following circumstances: (1) loans
               shall be made available to all Participants and Beneficiaries on
               a reasonably equivalent basis; (2) loans shall not be made
               available to Highly Compensated Employees in an amount greater
               than the amount made available to other Participants; (3) loans
               shall bear a reasonable rate of interest (4) loans shall be
               adequately secured; and (5) shall provide for periodic repayment
               over a reasonable period of time

                      (b) Loans shall not be made to any Shareholder-Employee or
               Owner-Employee unless an exemption for such loan is obtained
               pursuant to Act Section 408 and further provided that such loan
               would not be subject to tax pursuant to Code Section 4975.

                      (c) Loans shall not be granted to any Participant that
               provide for a repayment period extending beyond such
               Participant's Normal Retirement Date.

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

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


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<PAGE>   87


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

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

                      (e) No Participant loan shall take into account the
               present value of such Participant's Qualified Voluntary Employee
               Contribution Account.

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

                      (g) An assignment or pledge of any portion of a
               Participant's interest in the Plan and a loan, pledge,, or
               assignment with respect to any insurance Contract purchased under
               the Plan, shall be treated as a loan under this Section.

                      (h) Any loan made pursuant to this Section after August
               18, 1985 where the Vested interest of the Participant is used to
               secure such loan shall require the written consent of the
               Participant's spouse in a manner consistent with Section 6.5 (a)
               provided the spousal consent requirements of such Section apply
               to the Plan. Such written consent must be obtained within the
               90-day period prior to the date the loan is made. Any security
               interest held by the Plan by reason of an outstanding loan to the
               Participant shall be taken into account in determining the amount
               of the death benefit or Pre-Retirement Survivor Annuity. However,
               no spousal consent shall be required under this paragraph if the
               total accrued benefit subject to the security is not in excess of
               $3,500.


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                      (i) With regard to any loans granted or renewed on or
               after the last day of the first Plan Year beginning after
               December 31, 1988, a Participant loan program shall be
               established which must include, but need not be limited to, the
               following:

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

                      (2) a procedure for applying for loans;

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

                      (4) limitations, if any, on the types and amounts of loans
                      offered, including what constitutes a hardship or
                      financial need selected in the Adoption Agreement;

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

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

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

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

7.5 DUTIES OF THE TRUSTEE REGARDING PAYMENTS

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

7.6 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

               The Trustee shall be paid such reasonable compensation as set
forth in the Trustee's fee schedule (if the Trustee has such a schedule)) or as
agreed upon in writing by the Employer and the Trustee. An individual serving as
Trustee who already receives full-time pay from the Employer shall not receive
compensation 


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from this Plan. In addition, the Trustee shall be reimbursed for any reasonable
expenses, including reasonable counsel fees incurred by i, as Trustee. Such
compensation and expenses shall be paid from the Trust Fund unless paid or
advanced by the Employer. All taxes of any kind and all kinds whatsoever that
may be levied or assessed under existing or future laws upon, or in respect of,
the Trust Fund or the income thereof, shall be paid from the Trust Fund.

7.7 ANNUAL REPORT OF THE TRUSTEE

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

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

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

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

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

                      (e) such further information as the Trustee and/or
               Administrator deems appropriate. The Employer, forthwith upon its
               receipt of each such statement of account, shall acknowledge
               receipt thereof in writing and advise the Trustee and/or
               Administrator of its approval or disapproval thereof. Failure by
               the Employer to disapprove any such statement of account within
               thirty (30) days after its receipt thereof shall be deemed an
               approval thereof. The approval by the Employer of any statement
               of account shall be binding as to all matters embraced therein as
               between the Employer and the Trustee to the same extent as if the
               account of the Trustee had been settled by judgment or decree in
               an action for a judicial settlement of its account in a court of
               competent jurisdiction in which the Trustee, the Employer and all
               persons having or claiming an interest in the Plan were parties;
               provided, however, that nothing herein contained shall deprive
               the Trustee of its right to have its accounts judicially settled
               if the Trustee so desires.

7.8 AUDIT

                      (a) If an audit of the Plan's records shall be required by
               the Act and the regulations thereunder for any Plan Year, the
               Administrator shall direct the Trustee to engage on behalf of all
               Participants an 


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               independent qualified public accountant for that purpose. Such
               accountant shall, after an audit of the books and records of the
               Plan in accordance with generally accepted auditing standards,
               within a reasonable period after the close of the Plan Year,
               furnish to the Administrator and the Trustee a report of his
               audit setting forth his opinion as to whether any statements,
               schedules or lists, that are required by Act Section 103 or the
               Secretary of Labor to be filed with the Plan's annual report, are
               presented fairly in conformity with generally accepted accounting
               principles applied consistently.

                      (b) All auditing and accounting fees shall be an expense
               of and may, at the election of the Administrator, be paid from
               the Trust Fund.

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

7.9 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

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

                      (b) The Employer may remove the Trustee by mailing by
               registered or certified mail, addressed to such Trustee at his
               last known address, at least thirty (30) days before its
               effective date, a written notice of his removal.

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

                      (d) The Employer may designate one or more successors
               prior to the death, resignation, incapacity, or removal of,
               Trustee. In the event a successor is so designated by the
               Employer and accepts such 


                                       81


<PAGE>   91


               designation, the successor shall, without further act, become
               vested with all the estate, rights, powers, discretion and duties
               of his predecessor with the like effect as if he were originally
               named as Trustee herein immediately upon the death, resignation,
               incapacity, or removal of his predecessor.

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

7.10 TRANSFER OF INTEREST

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

7.11 TRUSTEE INDEMNIFICATION

               The Employer agrees to indemnify and save harmless the Trustee
against any and all claims, losses, damages, expenses and liabilities the
Trustee may incur in the exercise and performance of the Trustee's powers and
duties hereunder, unless the same are determined to be due to gross negligence
or willful misconduct.

7.12 EMPLOYER SECURITIES AND REAL PROPERTY

               The Trustee shall be empowered to acquire and hold "qualifying
Employer securities" and "qualifying Employer real property," as those terms are
defined in the Act. However, no more than 100% in the case of a Profit Sharing
Plan 


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<PAGE>   92


or 401(k) Plan or 10%, in the case of a Money Purchase Plan of the fair market
value of all the assets in the Trust Fund may be invested in "qualifying
Employer securities" and "qualifying Employer real property".

7.13 DIRECT ROLLOVER

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

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

                      (c) An eligible retirement plan is an individual
               retirement account described in section 408 (a) of the Code, an
               individual retirement annuity described in Section 408 (b) of the
               Code, an annuity plan described in section 403 (a) of the Code,
               or the qualified trust described in section 401 (a) of the Code,
               that accepts the distributee's eligible rollover distribution.
               However, in the case of an eligible rollover distribution to the
               surviving spouse, an eligible retirement plan is an individual
               retirement account or an individual retirement annuity.

                      (d) A distributee includes an Employee or former Employee.
               In addition, the Employee's or former Employee's surviving spouse
               and the Employee's or former Employee's spouse or former spouse
               who is the alternate payee under a qualified domestic relations
               order, as defined in section 414 (p) of the Code, are
               distributees with regard to the interest of the spouse or former
               spouse.

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


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<PAGE>   93


                                  ARTICLE VIII
                       AMENDMENT, TERMINATION, AND MERGERS

8.1 AMENDMENT

                      (a) The Employer shall have the right at any time to amend
               this Plan subject to the limitations of this Section. However,
               any amendment which affects the rights, duties or
               responsibilities of- the Trustee and Administrator may only be
               made with the Trustee's and Administrator's written consent. Any
               such amendment shall become effective as provided therein upon
               its execution. The Trustee shall not be required to execute any
               such amendment unless the amendment affects the duties of the
               Trustee hereunder

                      (b) The Employer may (1) change the choice of options in
               the Adoption Agreement, (2) add overriding language in the
               Adoption. Agreement when such language is necessary to satisfy
               Code Sections 415 or 416 because of the required aggregation of
               multiple Plans, and (3) 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. An Employer that amends the Plan for
               any other reason, including a waiver of the minimum funding
               requirement under Code Section 412 (d) will no longer participate
               in this Prototype Plan and will be considered to have an
               individually designed plan.

                      (c) The Employer expressly delegates authority to the
               sponsoring organization of this Plan, the right to amend this
               Plan by submitting a copy of the amendment to each Employer who
               has adopted this Plan after first having received a ruling or
               favorable determination from the Internal Revenue Service that
               the Plan as amended qualifies under Code Section 401(a) and the
               Act. For purposes of this Section, the mass submitter shall be
               recognized as the agent of the sponsoring organization. If the
               sponsoring organization does not adopt the amendments made by the
               mass submitter, it will no longer be identical to or a minor
               modifier of the mass submitter plan.

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


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<PAGE>   94


                      (e) Except as permitted by Regulations (including
               Regulation 1.411 (d) -4), no Plan amendment or transaction having
               the effect of a Plan amendment (such as a merger, plan transfer
               or a similar transaction) shall be effective if it eliminates or
               reduces any "Section 411 (d) (6) protected benefit" or adds or
               modifies conditions relating to "Section 411 (d) (6)) protected
               benefits" the result of which is a further restriction on such
               benefit unless such protected benefits are preserved with respect
               to benefits accrued as of the late of the adoption date or
               effective date of the amendment. "Section 411 (d) (6) protected
               benefits" are benefits described in Code Section 411 (d) (6) (A),
               early retirement benefits and retirement-type subsidies, and
               optional forms of benefit.

8.2 TERMINATION

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

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

8.3 MERGER OR CONSOLIDATION

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


                                       85


<PAGE>   95


                                   ARTICLE IX
                                  MISCELLANEOUS

9.1 EMPLOYER ADOPTIONS

                      (a) Any organization may become the Employer hereunder by
               executing the Adoption Agreement in form satisfactory to the
               Trustee, and it shall provide such additional information as the
               Trustee may require. The consent of the Trustee to act as such
               shall be signified by its execution of the Adoption Agreement.

                      (b) Except as otherwise provided in this Plan, the
               affiliation of the Employer and the participation of its
               Participants shall be separate and apart from that of any other
               employer and its participants hereunder.

9.2 PARTICIPANT'S RIGHTS

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

9.3 ALIENATION

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

                      (b) This provision shall not apply to the extent a
               Participant or Beneficiary is indebted to the Plan, for any
               reason, under any provision of this Plan. At the time a
               distribution is to be made to or for a Participant's or
               Beneficiary's benefit, such proportion of the amount to 


                                       86


<PAGE>   96


               be distributed as shall equal such indebtedness shall be paid to
               the Plan, to apply against or discharge such indebtedness. Prior
               to making a payment, however, the Participant or Beneficiary must
               be given written notice by the Administrator that such
               indebtedness is to be so paid in whole or part from his
               Participant's Combined Account. If the Participant or Beneficiary
               does not agree that the indebtedness is a valid claim against his
               Vested Participant's Combined Account, he shall be entitled to a
               review of the validity of the claim in accordance with procedures
               provided in Sections 2.12 and 2 13.

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

9.4 CONSTRUCTION OF PLAN

               This Plan and Trust shall be construed and enforced according to
the Act and the laws of the State or Commonwealth in which the Employer's
principal office is located, other than its laws respecting choice of law, to
the extent not preempted by the Act.

9.5 GENDER AND NUMBER

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

9.6 LEGAL ACTION

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


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9.7 PROHIBITION AGAINST DIVERSION OF FUNDS

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

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

9.8 BONDING

               Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Act Section 412 (a) (2)), and the bond; shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

9.9 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

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


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<PAGE>   98


9.10 INSURER'S PROTECTIVE CLAUSE

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

9.11 RECEIPT AND RELEASE FOR PAYMENTS

               Any payment to any Participant, his legal representative
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of this Plan, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer.

9.12 ACTION BY THE EMPLOYER

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

9.13 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

               The "named Fiduciaries" of this Plan are (1) the Employer, (2)
the Administrator, (3) the Trustee, and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under the Plan.
In general, the Employer shall have the sole responsibility for making the
contributions provided for under Section 4.1; and shall have the sole authority
to appoint and remove the Trustee and the Administrator; to formulate the Plan's
"funding policy and method"; and to amend the elective provisions of the
Adoption Agreement or terminate, in whole or in part, the Plan. The
Administrator shall have the sole responsibility for the administration of the
Plan, which responsibility is specifically described in the Plan. The Trustee
shall have the sole responsibility of management of the assets held under the
Trust, except those assets, the management of which has been assigned to an
Investment Manager or Administrator, who shall be solely responsible for the
management of the assets assigned to it, all as specifically provided in the
Plan. Each named Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the provisions or
the Plan, authorizing or providing for such direction, information or action.
Furthermore, each named Fiduciary may rely upon any such direction, information
or action of another named Fiduciary as being proper under the Plan, and is not
required under the Plan to inquire into the propriety of any such direction, 


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<PAGE>   99


information or action. It is intended under the Plan that each named Fiduciary
shall be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan. No named Fiduciary shall
guarantee the Trust Fund in any manner against investment loss or depreciation
in asset value. Any person or group may serve in more than one Fiduciary
capacity.

9.14 HEADINGS

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

9.15 APPROVAL BY INTERNAL REVENUE SERVICE

                      (a) Notwithstanding anything herein to the contrary, if,
               pursuant of a timely application filed by or in behalf of the
               Plan, the Commissioner of Internal Revenue Service or his
               delegate should determine that the Plan does not initially
               qualify as a tax-exempt plan under Code Sections 401 and 501, and
               such determination is not contested, or if contested, is finally
               upheld, then if the Plan is a new plan, it shall be void ab
               initio and all amounts contributed to the Plan, by the Employer,
               less expenses paid, shall be returned within on year and the Plan
               shall terminate, and the Trustee shall be discharged from all
               further obligations. If the disqualification relates to an
               amended plan, then the Plan shall operate as if it had not been
               amended and restated.

                      (b) Except as specifically stated in the Plan, any
               contribution by the Employer to the Trust Fund is conditioned
               upon the deductibility of the contribution by the Employer under
               the Code and, to the extent any such deduction is disallowed, the
               Employer may within one (1) year following a final determination
               of the disallowance, whether by agreement with the Internal
               Revenue Service or by final decision of a court of competent
               jurisdiction, demand repayment of such disallowed contribution
               and the Trustee shall return such contribution within one (1)
               year following the disallowance. Earnings of the Plan
               attributable to the excess contribution may not be returned to
               the Employer, but any losses attributable thereto must reduce the
               amount so returned.

9 16 UNIFORMITY

               All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner


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<PAGE>   100


9.17 PAYMENT OF BENEFITS

               Benefits under this Plan shall be paid, subject to Section 6.10
and Section 6.11 only upon Death, Total and Permanent Disability, Normal or
Early Retirement, Termination of Employment, or upon Plan Termination.

                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1  ELECTION TO BECOME PARTICIPATING EMPLOYER

               Notwithstanding anything herein to the contrary, with the consent
or the Employer and Trustee, any Affiliated Employer may adopt this Plan and all
of the provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS

                      (a) Each Participating Employer shall be required to
               select the same Adoption Agreement provisions as those selected
               by the Employer other than the Plan Year, the Fiscal Year, and
               such other items that must, by necessity, vary among employers.

                      (b) Each such Participating Employer shall be required to
               use the same Trustee as provided in this Plan.

                      (c) The Trustee may, but shall not be required to,
               commingle, hold and invest as one Trust Fund all contributions
               made by Participating Employers, as well as all increments
               thereof.

                      (d) The transfer of any Participant from or to an Employer
               participating in this Plan, whether he be an Employee of the
               Employer or a Participating Employer, shall not affect such
               Participant's rights under the Plan, and all amounts credited to
               such Participant's Combined Account as well as his accumulated
               service time with the transferor or predecessor, and his length
               of participation in the Plan, shall continue to his credit.

                      (e) Any expenses of the Plan which are to be paid by the
               Employer or borne by the Trust Fund shall be paid by each
               Participating Employer in the same proportion that the total
               amount standing to the credit of all Participants employed by
               such Employer bears to the total standing to the credit of all
               Participants.


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10.3 DESIGNATION OF AGENT

               Each Participating Employer shall be deemed to be a part of this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Employer as its
agent. Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.

10.4 EMPLOYEE TRANSFERS

               It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility. No such
transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

               Any contribution or Forfeiture subject to allocation during each
Plan Year shall be allocated among all Participants of all Participating
Employers in accordance with the provisions of this Plan. On the basis of the
information furnished by the Administrator, the Trustee shall keep separate
books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer. The Trustee may, but need not, register Contracts so as
to evidence that a particular Participating Employer is the interested Employer
hereunder, but in the event of an Employee transfer from one Participating
Employer to another, the employing Employer shall immediately notify the Trustee
thereof.

10.6 AMENDMENT

               Amendment of this Plan by the Employer at any time when there
shall be a Participating Employer hereunder shall only be by the written action
of each and every Participating Employer and with the consent of the Trustee
where such consent is necessary in accordance with the terms of this Plan.

10.7 DISCONTINUANCE OF PARTICIPATION

               Except in the case of a Standardized Plan, any Participating
Employer shall be permitted to discontinue or revoke its participation in the
Plan at any time. At the time of any such discontinuance or revocation,
satisfactory evidence thereof and of any applicable conditions imposed shall be
delivered to the Trustee. The Trustee shall thereafter transfer, deliver and
assign Contracts and other Trust Fund 


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<PAGE>   102


assets allocable to the Participants of such Participating Employer to such new
Trustee as shall have been designated by such Participating Employer, in the
event that it has established a separate pension plan for its Employees
provided, however, that no such transfer shall be made if the result is the
elimination or reduction of any "Section 411 (d) (6) protected benefits in
accordance with Section 8.1 (e). If no successor is designated, the Trustee
shall retain such assets for the Employees of said Participating Employer
pursuant to the provisions of Article VII hereof. In no such event shall any
part of the corpus or income of the Trust Fund as it relates to such
Participating Employer be used for or diverted for purposes other than for the
exclusive benefit of the Employees of such Participating Employer.

10.8 ADMINISTRATOR'S AUTHORITY

        The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

10.9 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

               If any Participating Employer is prevented in whole or in part
from making a contribution which it would otherwise have made under the Plan by
reason of having no current or accumulated earnings or profits, or because such
earnings or profits are less than the contribution which it would otherwise have
made, then, pursuant to Code Section 404 (a) (3) (B), so much of the
contribution which such Participating Employer was so prevented from making may
be made, for the benefit of the participating employees of such Participating
Employer, by other Participating Employers who are members of the same
affiliated group within the meaning of Code Section 1504 to the extent of their
current or accumulated earnings or profits, except that such contribution by
each such other Participating Employer shall be limited to the proportion of its
total current and accumulated earnings or profits remaining after adjustment for
its contribution to the Plan made without regard to this paragraph which the
total prevented contribution bears to the total current and accumulated earnings
or profits of all the Participating Employers remaining after adjustment for all
contributions made to the Plan without regard to this paragraph.

               A Participating Employer on behalf of whose employees a
contribution is made under this paragraph shall not be required to reimburse the
contributing Participating Employers.


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<PAGE>   103


                                   ARTICLE XI
                           CASH OR DEFERRED PROVISIONS

               Notwithstanding any provisions in the Plan to the contrary, the
provisions of this Article shall apply with respect to any 401 (k) Profit
Sharing Plan.

11.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

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

                      (a) The amount of the total salary reduction elections of
               all Participants made pursuant to Section 11.2 (a), which amount
               shall be deemed an Employer's Elective Contribution, plus

                      (b) If specified in E3 of the Adoption Agreement, a
               matching contribution equal to the percentage specified in the
               Adoption Agreement of the Deferred Compensation and/or Voluntary
               Contributions of each Participant eligible to share in the
               allocations of the matching contribution, which amount shall be
               deemed an Employer's Non-Elective or Elective Contribution as
               selected in the Adoption Agreement, plus

                      (c) If specified in E4 of the Adoption Agreement, a
               discretionary amount, if any, which shall be deemed an Employer's
               Non-Elective Contribution, plus

                      (d) If specified in E5 of the Adoption Agreement, a
               Qualified Non-Elective Contribution.

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

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

                      (g) Employer Elective Contributions accumulated through
               payroll deductions shall be paid to the Trustee as of the
               earliest date on which such contributions can reasonably be
               segregated from the Employer's general assets, but in any event
               within ninety (90) days from the date on which such amounts would
               otherwise have been payable to the Participant in cash. The
               provisions of Department of 


                                       94


<PAGE>   104


               Labor regulations 2510.3-102 are incorporated herein by
               reference. Furthermore, any additional Employer contributions
               which are allocable to the Participant's Elective Account for a
               Plan Year shall be paid to the Plan no later than the
               twelve-month period immediately following the close of such Plan
               Year.

11.2 PARTICIPANT'S SALARY REDUCTION ELECTION

                      (a) If selected in the Adoption Agreement, each
               Participant may elect to defer his Compensation which would have
               been received in the Plan Year, but for the deferral election,
               subject to the limitations of this Section and the Adoption
               Agreement. A deferral election (or modification of an earlier
               election) may not be made with respect to Compensation which
               currently available on or before the date the Participant
               executed such election, or if later, the latest of the date the
               Employer adopts this cash or deferred arrangement, or the date
               such arrangement first became effective. Any elections made
               pursuant to this Section shall become effective as soon as is
               administratively feasible.

                      Additionally, if elected in the Adoption Agreement, each
               Participant may elect to defer and have allocated for a Plan Year
               all or a portion of any cash bonus attributable to services
               performed by the Participant for the Employer during such Plan
               Year and which would have been received by the Participant on or
               before two and one-half months following the end of the Plan Year
               but for the deferral. A deferral election may not be made with
               respect to cash bonuses which are currently available on or
               before the date the Particpant executed such election.
               Notwithstanding the foregoing, cash bonuses attributable to
               services performed by the Participant during a Plan Year but
               which are to be paid to the Participant later than two and
               one-half months after the close of such Plan Year will be
               subjected to whatever deferral election is in effect at the time
               such cash bonus would have otherwise been received.

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

                      Once made, a Participant's election to reduce Compensation
               shall remain in in effect until modified or terminated.
               Modifications may be made as specified in the Adoption Agreement,
               and terminations may be made at any time. Any modification or
               termination of an election will become effective as soon as is
               administratively feasible.


                                       95


<PAGE>   105


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

                      (c) Amounts held in the Participant's Elective Account and
               Qualified Non-Elective Account may be distributable as permitted
               under the Plan, but in no event prior to the earlier of:

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

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

                      (3) the proven financial hardship of a Participant,
                      subject to the limitations of Section 11.8;

                      (4) the termination of the Plan without the existence at
                      the time of Plan termination of another defined
                      contribution plan (other than an employee stock ownership
                      plan as defined in Code Section 4975 (e) (7)) or the
                      establishment of a successor defined contribution plan
                      (other than an employee stock ownership plan as defined in
                      Code Section 4975 (e) (7)) by the Employer or an
                      Affiliated Employer within the period ending twelve months
                      after distribution of all assets from the Plan maintained
                      by the Employer;

                      (5) the date of the sale by the Employer to an entity that
                      is not an Affiliated Employer of substantially all of the
                      assets (within the meaning of Code Section 409 (d) (2))
                      with respect to a Participant who continues employment
                      with the corporation acquiring such assets; or

                      (6) the date of the sale by the Employer or an affiliated
                      Employer of its interest in a subsidiary (within the
                      meaning of Code Section 409 (d) (3)) to an entity that is
                      not an Affiliated Employer with respect to a Participant
                      who continues employment with such subsidiary.

                      (d) In any Plan year beginning after December 31, 1987, a
               Participant's Deferred Compensation made under this Plan and all
               other plans, contracts or arrangements of the Employer
               maintaining this Plan shall not exceed the limitation imposed by
               Code Section 402 (g), as in effect for the calendar year in which
               such Plan Year began. If such dollar limitation is excluded
               solely from elective deferrals under this Plan or any other Plan
               maintained by the Employer, a Participant will be deemed to have
               notified the Administrator of such excess amount which shall be
               distributed in a manner consistent with Section 11.2 (f). 


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<PAGE>   106


               This dollar limitation shall be adjusted annually pursuant to the
               method provided in Code Section 415 (d) in accordance with
               Regulations.

                      (e) In the event a Participant has received a hardship
               distribution pursuant to Regulation 1.401 (k) -1(d) (2) (iii) (B)
               from any other plan maintained by the Employer or from his
               Participant's Elective Account pursuant to Section 11.8, then
               such Participant shall not be permitted to elect to have Deferred
               Compensation contributed to the Plan on his behalf for a period
               of twelve (12) months following the receipt of the distribution.
               Furthermore, the dollar limitation under Code Section 402 (g)
               shall be reduced, with respect to the Participant's taxable year
               the following the taxable year in which the hardship distribution
               was made, by the amount of such Participant's Deferred
               Compensation, if any, made pursuant to this Plan (and any other
               plan maintained by the Employer) for the taxable year of the
               hardship distribution.

                      (f) If a Participant's Deferred Compensation under this
               Plan together with any elective deferrals (as defined in
               Regulation 1.402 (g)-1(b)) under another qualified cash or
               deferred arrangement (as defined in Code section 401 (k)), a
               simplified employee pension (as defined in Code Section 408 (k)),
               a salary reduction arrangement (within the meaning of Code
               Section 3121 (a) (5) (D)), a deferred compensation plan under
               Code Section 457, or a trust described in Code Section 501 (c)
               (18) cumulatively exceed the limitation imposed by Code Section
               402 (g) (as adjusted annually in accordance with the method
               provided in Code Section 415 (d) pursuant to Regulations) for
               such Participant's taxable year, the Participant may, not later
               than March 1st following the close of his taxable year, notify
               the Administrator in writing of such excess and request that his
               Deferred Compensation under this Plan be reduced by an amount
               specified by the Participant. In such event, the Administrator
               shall direct the Trustee to distribute such excess amount (and
               any income allocable to such excess amount) to the Particpant not
               later than the first April 15th following the close of the
               Participant's taxable year. Distributions in accordance with this
               paragraph may be made for any taxable year of the Participant
               which begins after December 31, 1986. Any distribution of less
               than the entire amount of Excess Deferred Compensation and Income
               shall be treated as a pro rata distribution of Excess Deferred
               Compensation and income. The amount distributed shall not exceed
               the Participant's Deferred Compensation under the Plan for the
               taxable year. Any distribution on or before the last day of the
               Participant's taxable year must satisfy each of the following
               conditions:

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


                                       97


<PAGE>   107


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

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

                      (4) Any distribution made pursuant to this Section shall
                      be made first from unmatched Deferred Compensation and,
                      thereafter simultaneously from Deferred Compensation which
                      is matched and matching contributions which relate to such
                      Deferred Compensation. However, any such matching
                      contributions which are not Vested shall be forfeited in
                      lieu of being distributed.

                      Any distribution under this Section shall be made first
               from unmatched Deferred Compensation and, thereafter,
               simultaneously from Deferred Compensation which is matched and
               matching contributions which are not vested shall be forfeited in
               lieu of being distributed.

                      For the purpose of this Section, "Income" means the amount
               of income or loss for the taxable year of the Particpant and the
               allocable gain or loss for the period between the end of the
               taxable year of the Participant and the date of distribution
               ("gap period"). The income or loss allocable to the Participant's
               Excess Deferred Compensation for the respective period by a
               fraction. The numerator of the fraction is the Participant's
               Excess Deferred Compensation for the taxable year of the
               Participant. The denominator is the balance, as of the last day
               of the respective period, of the Participant's Elective Account
               that is attributable to the Participant's Deferred Compensation
               reduced by the gain allocable to such total amount for the
               respective period and increased by the loss allocable to such
               total amount for the respective period.

                      In lieu of the "fractional method" described above, a
               "safe harbor method" may be used to calculate the allocable
               income or loss for the "gap period". Under such "safe harbor
               method", allocable income or loss for the "gap period" shall be
               deemed to equal ten percent (10%) of the income or loss allocable
               to a Participant's Excess Deferred Compensation for the taxable
               year of the Participant "s Excess Deferred Compensation for the
               taxable year of the Particpant multiplied by the number of
               calendar months in the "gap period". For purposes of determining
               the number of calendar months in the "gap period", a distribution
               occurring on or before the fifteenth day of the month shall be
               treated as having been made on the last day of the preceding
               month and a distribution occurring after such fifteenth day 


                                       98


<PAGE>   108


               shall be treated as having been made on the first day of the next
               subsequent month.

                      Income or loss allocable to any distribution of Excess
               Deferred Compensation on or before the last day of the taxable
               year of the Participant shall be calculated from the first day of
               the taxable year of the Participant to the date on which the
               distribution is made pursuant to either the "fractional method"
               or the "safe harbor method."

                      Notwithstanding the above, for the 1987 calendar year, and
               for Plan years beginning on or after the date this Plan is
               adopted, Income during the "gap period" shall not be taken into
               account.

                      (g) Notwithstanding the above; a Participant's Excess
               Deferred Compensation shall be reduced, but not below zero, by
               any distribution and/or recharacterization of Excess Contribution
               pursuant to section 11.5 (a) for the Plan year beginning with or
               within the taxable year of the Participant.

                      (h) At Normal Retirement Date, or such other date when the
               Participant shall be entitled to receive benefits, the fair
               market value of the Participant's Elective Account shall be used
               to provide benefits to the Participants or his Beneficiary.

                      (i) Employer Elective Contributions made pursuant to this
               Section may be segregated into a separate account for each
               Participant in a federally insured savings account, certificate
               of deposit in a bank or savings and loan association, money
               market certificate, or other short-term debt security acceptable
               to the Trustee until such time as the allocations pursuant to
               Section 11.3 have been made.

                      (j) The Employer and the Administrator shall adopt a
               procedure necessary to implement the salary reduction elections
               provided for herein.

11.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

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

                      (b) The Employer shall provide the Administrator with all
               information required by the Administrator to make a proper
               allocation 


                                       99


<PAGE>   109


               of the Employer's contributions for each Plan Year. Within a
               reasonable period of time after the date of receipt by the
               Administrator of such information, the Administrator shall
               allocate such contribution as follows:

                      (1) With respect to the Employer's Elective contribution
                      made pursuant to Section 11.1 (a), to each Participant's
                      Elective Account in an amount equal to each such
                      Participant's Elective Account in an amount equal to each
                      such Participant's Deferred Compensation for the year.

                      (2) With respect to the Employer's Matching Contribution
                      made pursuant to Section 11.1 (b), to each Participant's
                      Account, or Participant's Elective Account as selected in
                      E3 of the Adoption Agreement, in accordance with section
                      11.1 (b).

                      Except, however, a Participant who is not credited with a
                      year of Service during any Plan Year shall or shall not
                      share in the Employer's Matching Contribution for that
                      year as provided in E3 of the Adoption Agreement. However,
                      for Plan Years beginning after 1989, if this is a
                      standardized Plan, a Participant shall share in the
                      Employer's Matching Contribution regardless of Hours of
                      Service.

                      (3) With respect to the Employer's Non-Elective
                      Contribution made pursuant to Section 11.1 (c), to each
                      Participant's Account in accordance with the provisions of
                      Sections 4.3 (b) (2) or 4.3 (b) (3), whichever is
                      applicable, 4.3 (k) and 4.3 (l).

                      (4) With respect to the Employer's Qualified Non-Elective
                      Contribution made pursuant to Section 11.1 (d), to each
                      Participant's Qualified Non-Elective Contribution Account
                      in the same proportion that each such Participant's
                      Compensation for the year bears to the total Compensation
                      of all Participants for such the total Compensation of all
                      Participants for such year. However, for any Plan Year
                      beginning prior to January 1, 1990, and if elected in the
                      non-standardized Adoption Agreement for any Plan Year
                      beginning on or after January 1, 1990, a Particpant who is
                      not credited with a Year of Service during any Plan Year
                      shall not share in the Employer's Qualified Non-Elective
                      Contribution for that year, unless required pursuant to
                      section 4.3 (h). In addition, the provisions of Sections
                      4.3 (k) and 4.3 (l) shall apply with respect to the
                      allocation of the Employer's Qualified Non-Elective
                      contribution.


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<PAGE>   110


                      (c) Notwithstanding anything in the Plan to the contrary,
               for Plan Years beginning after December 31, 1988, in determining
               whether a Non-Key Employee has received the required minimum
               allocation pursuant to Section 4.3 (f) such Non-Key Employee's
               Deferred Compensation and matching contributions used to satisfy
               the "Actual Deferred Percentage" test pursuant to Section 11.4
               (a) or the "Actual Contribution Percentage" test of Section 11.6
               (a) shall not be taken into account.

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

                      (e) Notwithstanding anything herein to the contrary (other
               than Sections 11.3 (d) and 11.3 (g)), any Participant who
               terminated employment during the Plan Year for reasons other than
               death, Total and Permanent Disability, or retirement shall or
               shall not share in the allocations of the Employer's Matching
               Contribution made pursuant to Section 11.1 (b), the Employer's
               Nonelective Contributions made pursuant to Section 11.1 (c), the
               Employer's Qualified Non-Elective Contribution made pursuant to
               Section 11.1 (d), and Forfeitures as provided in the Adoption
               Agreement. Notwithstanding the foregoing, for Plan Years
               beginning after 1989, if this is a standardized Plan, any such
               terminated Participant shall share in such allocations provided
               the terminated Participant completed more than 500 Hours of
               Service.

                      (f) Notwithstanding anything herein to the contrary,
               Participants terminating for reasons of death, Total and
               Permanent Disability, or retirement shall share in the allocation
               of the Employer's Matching Contribution made pursuant to Section
               11.1 (b), the Employer's Non-Elective Contributions made pursuant
               to section 11.1 (c), the Employer's Qualified non-Elective
               Contribution made pursuant to Section 11.1 (d), and Forfeitures
               as provided in this section regardless of whether they completed
               a Year of Service during the Plan year.

                      (g) Notwithstanding any election in the Adoption Agreement
               to the contrary, if this is a non-standardized Plan that would
               otherwise fail to meet the requirements of Code Sections 401 (a)
               (26), 410 (b) (1), or 410 (b) (2) (A) (i) and the Regulations
               thereunder because Employer matching Contributions made pursuant
               to section 11.1 (b), Employer Non-Elective Contributions made
               pursuant to Section 11.1 (c) or 


                                      101


<PAGE>   111


               Employer Qualified Non-Elective Contributions made pursuant to
               section 11.1 (d) have not been allocated to a sufficient number
               or percentage of Participants for a Plan Year, then the following
               rules shall apply:

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

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

11.4 ACTUAL DEFERRAL PERCENTAGE TESTS

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

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

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


                                      102


<PAGE>   112


                      multiplied by 2. The provisions of Code Section 401 (k) 
                      (3) and regulation 1.401 (k) -1(b) are incorporated herein
                      by reference.

                      However, for Plan years beginning after December 31, 1988,
                      to prevent the multiple use of the alternative method
                      described in (2) above and Code Section 401 (m) (9) (A),
                      any Highly Compensated Participant eligible to make
                      elective deferrals pursuant to Section 11.2 and to make
                      Employee contributions or to receive matching
                      contributions under this Plan or under any other plan
                      maintained by the Employer or an Affiliated Employer shall
                      have his actual contribution ratio reduced pursuant to
                      Regulation 1.401 (m) -2, the provisions of which are
                      incorporated herein by reference.

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

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

                      (1) The combined actual deferral ratio for the family
                      group (which shall be determined by aggregating employer
                      Elective Contributions and "414 (s) Compensation" of all
                      eligible Family Members (including Highly Compensated
                      Participants). However, in applying the $200,000 limit to
                      "414 (s) Compensation" for Plan Years beginning after
                      December 31, 1988, Family Members shall include only the
                      affected Employee's spouse and any lineal descendants who
                      have not attained age 19 before the close of the Plan
                      Year.


                                      103


<PAGE>   113
                      (2) The Employer Elective Contributions and "414 (s)
                      Compensation" of all Family Members shall be disregarded
                      for purposes of determining the Actual Deferral
                      Percentage' of the Non-Highly Compensated Participant
                      group except to the extent taken into account in paragraph
                      (1) above.

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

                      (d) For the purposes of this Section and Code Sections
               4011 (a) (4), 410 (b) and 401 (k), if two or more plans which
               include cash or deferred arrangements are considered one plan for
               the purposes or Code Section 401 (a) (4) or 410 (b) (other than
               Code Section 401 (b) (2) (A) (ii) as in effect for Plan Years
               beginning after December 31, 1988), the cash or deferred
               arrangements included in such plans shall be treated as one
               arrangement. In addition, two or more cash or deferred
               arrangements may be considered as a single arrangement for
               purposes of determining whether or not such arrangements satisfy
               Code Sections 401 (a) (4), 410 (b) and 401 (k). In such a case,
               the cash or deferred arrangements included in such plans and the
               plans including such arrangements shall be treated as one
               arrangement and as one plan for purposes of this Section and Code
               Sections 401 (a) (4), 410 (b) and 401 (k). For plan years
               beginning after December 31, 1989, plans may be aggregated under
               this paragraph (e) only if they have the same plan year.

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

                      (e) For the purposes of this Section, if a Highly
               Compensate Participant is a Participant under two (2) or more
               cash or deferred arrangements (other than a cash or deferred
               arrangement which is part of an employee stock ownership plan as
               defined in Code Section 4975 (e) (7) for Plan Years beginning
               after December 31, 1988) of the Employer or an Affiliated
               Employer, all such cash or deferred arrangements shall be treated
               as one cash or deferred arrangement for the purpose of
               determining the actual deferral ratio with respect to such Highly
               Compensated Participant. However, for Plan Years beginning



                                      104


<PAGE>   114
               after December 31, 1988, if the cash or deferred arrangements
               have different Plan Years, this paragraph shall be applied by
               treating all cash or deferred arrangements ending with or within
               the same calendar year as a single arrangement.

11.5 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

               In the event that the initial allocations of the Employer's
Elective Contributions and Qualified Non- Elective Contributions do not satisfy
one of the tests set forth in Section 11.4, for Plan Years beginning after
December 31, 1986, the Administrator shall adjust Excess Contributions pursuant
to the options set forth below:

                      (a) On or before the fifteenth day of the third month
               following the end of each Plan Year, the Highly Compensated
               Participant having the highest actual deferral ratio shall have
               his portion of Excess Contributions distributed to him and/or at
               his election recharacterized as a voluntary Employee contribution
               pursuant to Section 4.7 until one of the tests set forth in
               Section 11.4 is satisfied, or until his actual deferral ratio
               equals the actual deferral ratio of the Highly Compensated
               Participant having the second highest actual deferral ratio. This
               process shall continue until one of the tests set forth in
               Section 11.4 is satisfied. For each Highly Compensated
               Participant, the amount of Excess Contributions is equal to the
               Elective Contributions and Qualified Non- Elective Contributions
               made on behalf of such Highly Compensated Participant (determined
               prior to the application of this paragraph) minus the amount
               determined by multiplying the Highly Compensated Participant's
               actual deferral ratio (determined after application of this
               paragraph) by his "414 (s) Compensation". However, in determining
               the amount of Excess Contributions to be distributed and/or
               recharacterized with respect to an affected Highly Compensated
               Participant as determined herein, such amount shall be reduced by
               any Excess Deferred Compensation previously distributed to such
               affected Highly Compensated Participant for his taxable year
               ending with or within such Plan Year. Any distribution and/or
               recharacterazation of Excess Contributions shall be made in
               accordance with the following:

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

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

                             (ii) shall be made first from unmatched Deferred
                             Compensation and, thereafter, simultaneously from
                             Deferred Compensation 


                                      105


<PAGE>   115


                             which is matched and matching contributions which 
                             relate to such Deferred Compensation. However, any 
                             such matching contributions which are not Vested 
                             shall be forfeited in lieu of being distributed;

                             (iii) shall be made from Qualified Non- Elective
                             Contributions only to the extent that Excess
                             Contributions exceed the balance in the
                             Participant's Elective Account attributable to
                             Deferred Compensation and Employer matching
                             contributions.

                             (iv) shall be adjusted for Income; and

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

                      (2) With respect to the recharacterization of Excess
                      Contributions pursuant to (a) above, such recharacterized
                      amounts:

                             (i) shall be deemed to have occurred on the date on
                             which the last of those Highly Compensated
                             Participants with Excess Contributions to be
                             recharacterized is notified of the
                             recharacterization and the tax consequences of such
                             recharacterization;

                             (ii) for Plan Years ending on or before August 8,
                             1988, may be postponed but not later than October
                             24, 1988;

                             (iii) shall not exceed the amount of Deferred
                             Compensation on behalf of any Highly Compensated
                             Participant for any Plan Year;

                             (iv) shall be treated as voluntary Employee
                             contributions for purposes of Code Section 401 (a)
                             (4) and Regulation 1.401(k)-l(b). However, for
                             purposes of Sections 2.2 and 4.3 (f),
                             recharacterized Excess Contributions continue to be
                             treated as Employer contributions that are Deferred
                             Compensation. For Plan Years beginning aster
                             December 31, 1988, Excess Contributions
                             recharacterized as voluntary Employee contributions
                             shall continue to be nonforfeitable and subject to
                             the same distribution rules provided for in Section
                             11.2 (c);

                             (v) which relate to Plan Years ending on or before
                             October 24, 1988, may be treated as either Employer
                             contributions or voluntary Employee contributions
                             and therefore shall not be subject to the
                             restrictions of Section 11.2 (c);


                                      106


<PAGE>   116


                             (vi) are not permitted if the amount
                             recharacterized plus voluntary Employee
                             contributions actually made by such Highly
                             Compensated Participant, exceed the maximum amount
                             of voluntary Employee contributions (determined
                             prior to application of Section 11.6) that such
                             Highly Compensated Participant is permitted to make
                             under the Plan in the absence of
                             recharacterization;

                             (vii) shall be adjusted for Income.

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

                      (4) The determination and correction of Excess
                      Contributions of a Highly Compensated Participant whose
                      actual deferral ratio is determined under the "family
                      aggregation rules shall be accomplished by reducing the
                      actual deferral ratio as required herein and the Excess
                      Contributions for the family unit shall be allocated among
                      the Family Members in proportion to the Elective
                      Contributions of each Family Member that were combined to
                      determine the group actual deferral ratio.

                             (i) If the actual deferral ratio for the Highly
                             Compensated. Participant is determined in
                             accordance with Section 11.4 (c) (1) (ii), then the
                             actual deferral ratio shall be reduced as required
                             herein and the Excess Contributions for the family
                             unit shall be allocated among the Family Members in
                             proportion to the Elective Contributions of each
                             Family Member that were combined to determine the
                             group actual deferral ratio.

                             (ii) If the actual deferral ratio for the Highly
                             Compensated Participant is determined under Section
                             11.4 (c) (l) (i), then the actual deferral ratio
                             shall first be reduced as required herein, but not
                             below the actual deferral ratio of the group of
                             Family Members who are not Highly Compensated
                             Participants without regard to family aggregation.
                             The Excess Contributions resulting from this
                             initial reduction shall be allocated (in proportion
                             to Elective Contributions) among the Highly
                             Compensated Participants whose Elective
                             Contributions were combined to determine the actual
                             deferral ratio. If further reduction is still
                             required, then Excess Contributions resulting from
                             this further reduction shall be determined by
                             taking into account the contributions of all Family
                             Members and shall allocated among them in
                             proportion to their respective Elective
                             Contributions.


                                      107


<PAGE>   117


                      (b) Within twelve (12) months after the end of the Plan
               Year, the Employer shall make a special Qualified Non-Elective
               Contribution on behalf of Non-Highly Compensated Participants in
               an amount sufficient to satisfy one of the tests set forth in
               Section 11.4 (a). Such contribution shall be allocated to the
               Participant's Qualified Non-Elective Account of each Non-Highly
               Compensated Participant in the same proportion that each
               Non-Highly Compensated Participant's Compensation for the year
               bears to the total Compensation of all Non-Highly Compensated
               Participants.

                      (c) For purposes of this Section, "Income" means the
               income or loss allocable to Excess Contributions which shall
               equal the sum of the allocable gain or loss for the Plan Year and
               the allocable gain or loss for the period between the end of the
               Plan Year and the date of distribution ("gap period"). The income
               or loss allocable to Excess Contributions for the Plan Year and
               the "gap period" is calculated separately and is determined by
               multiplying the income or loss for the Plan Year or the "gap
               period" by a fraction. The numerator of the fraction is the
               Excess Contributions for the Plan Year. The denominator of the
               fraction is the total of the Participant's Elective Account
               attributable to the Elective Contributions and the Participant's
               Qualified Non-Elective Account as of the end of the Plan Year or
               the "gap period", reduced by the gain allocable to such total
               amount for the Plan Year or the "gap period" and increased by the
               loss allocable to such total amount for the Plan Year or the "gap
               period".

                      In lieu of the "fractional method" described above, a
               "safe harbor method" may be used to calculate the allocable
               Income for the "gap period". Under such "safe harbor method",
               allocable Income for the "gap period" shall be deemed to equal
               ten percent (10%) of the Income allocable to Excess Contributions
               for the Plan Year of the Participant multiplied by the number of
               calendar months in the "gap period". For purposes of determining
               the number of calendar months in the "gap period", a distribution
               occurring on or before the fifteenth day of the month shall be
               treated as having been made on the last day of the preceding
               month and a distribution occurring after such fifteenth day shall
               be treated as having been made on the first day of the next
               subsequent month.

        Notwithstanding the above, for Plan Years which began in 1987, and for
Plan Years beginning on or after the date this Plan is adopted, Income during
the "gap period shall not be taken into account.

                      (d) Any amounts not distributed or recharacterized within
               2 1/2 months after the end of the Plan Year shall be subject to
               the 10% Employer excise tax imposed by Code Section 4979.


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<PAGE>   118


11.6 ACTUAL CONTRIBUTION PERCENTAGE TESTS

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

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

                      (2) the lesser of 200 percent of such percentage for the
                      Non-Highly Compensated Participant group, or such
                      percentage for the Non-Highly Compensated Participant
                      group plus 2 percentage points. However, for Plan Years
                      beginning after December 31, 1988, to prevent the multiple
                      use of the alternative method described in this paragraph
                      and Code Section 401 (m) (9) (A), any Highly Compensated
                      Participant eligible to make elective deferrals pursuant
                      to Section 11.2 or any other cash or deferred arrangement
                      maintained by the Employer or an Affiliated Employer and
                      to make Employee contributions or- to receive matching
                      contributions under any plan maintained by the Employer or
                      an Affiliated Employer shall have his actual contribution
                      ratio reduced pursuant to Regulation 1.401 (m)-2. The
                      provisions of Code Section 401 (m) and Regulations 1.401
                      (m) -l (b) and 1.1.401 (m)-2 are incorporated herein by
                      reference.

                      (b) For the purposes of this Section and Section 11.7,
               "Actual Contribution Percentage" for a Plan Year means, with
               respect to the Highly Compensated Participant group and
               Non-Highly Compensated Participant group, the average of the
               ratios (calculated separately for each Participant in each group)
               of:

                      (1) the sum of Employer matching contributions made
                      pursuant to Section 11.1 (b) (to the extent such matching
                      contributions are not used to satisfy the tests set forth
                      in Section 11.4), voluntary Employee contributions made
                      pursuant to Section 4.7 and Excess Contributions
                      recharacterized as voluntary Employee contributions
                      pursuant to Section 11.5 on behalf of each such
                      Participant for such Plan Year; to

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

                      (c) For purposes of determining the "Actual Contribution
               Percentage" and the amount of Excess Aggregate Contributions
               pursuant to Section 11.7 (d), only Employer matching
               contributions 


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               contributed to the Plan prior to the end of the succeeding Plan
               Year shall be considered. In addition, the Administrator may
               elect to take into account, with respect to Employees eligible to
               have Employer matching contributions made pursuant to Section
               11.1 (b) or voluntary Employee contributions made pursuant to
               Section 4.7 allocated to their accounts, elective deferrals (as
               defined in Regulation 1.402 (g)-l (b)) and qualified non-elective
               contributions (as defined in Code Section 401 (m) (4) (C))
               contributed to any plan maintained by the Employer. Such elective
               deferrals and qualified nonelective contributions shall be
               treated as Employer matching contributions subject to Regulation
               1.401 (m)-l (b) (2) which is incorporated herein by reference.
               However, for Plan Years beginning after December 31, 1988, the
               Plan Year must be the same as the plan year of the plan to which
               the elective deferrals and the qualified non- elective
               contributions are made.

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

                      (1) The combined actual contribution ratio for the family
                      group (which shall be treated as one Highly Compensated
                      Participant) shall be determined by aggregating Employer
                      matching contributions made pursuant to Section 11.1 (b)
                      (to the extent such matching contributions are not used to
                      satisfy the tests set forth in Section 11.4), voluntary
                      Employee contributions made pursuant to Section 4.7,
                      Excess Contributions recharacterized as voluntary Employee
                      contributions pursuant to Section 11.5 and "414 (s)
                      Compensation" of all eligible Family Members (including
                      Highly Compensated Participant). However, in applying the
                      $200,000 limit to "414 (s) Compensation" for Plan Years
                      beginning after December 31, 1988, Family Members shall
                      include only the affected Employee's spouse and any lineal
                      descendants who have not attained age 19 before the close
                      of the Plan Year.

                      (2) The Employer matching contributions made pursuant to
                      Section 11.1 (b) (to the extent such matching
                      contributions are not used to satisfy the tests set forth
                      in Section 11.4), voluntary Employee contributions made
                      pursuant to Section 4.7, Excess Contributions
                      recharacterized as voluntary Employee contributions
                      pursuant to Section 11.5 and "414 (s) Compensation" of all
                      Family Members shall be disregarded for purposes of
                      determining the "Actual Contribution Percentage" of 


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                      the Non-Highly Compensated Participant group except to the
                      extent taken into account in paragraph (1) above.

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

                      (e) For purposes of this Section and Code Sections 401 (a)
               (4), 410 (b) and 401 (m), if two or more plans of the Employer to
               which matching contributions, Employee contributions or both, are
               made are treated as one plan for purposes of Code Sections 401
               (a) (4) or 410 (b) (other than the average benefits test under
               Code Section 410 (b) (2) (A) (ii) as in effect for Plan Years
               beginning after December 31, 1988), such plans shall be treated
               as one plan. In addition, two or more plans of the Employer to
               which matching contributions, Employee contributions, or both,
               are made may be considered as a single plan for purposes of
               determining whether or not such plans satisfy Code Sections 401
               (a) (4), 410 (b) and 401 (m). In such a case, the aggregated
               plans must satisfy this Section and Code Sections 401 (a) (4),
               410 (b) and 401 (m) as though such aggregated plans were a single
               plan. For plan years beginning after December 31, 1989, plans may
               be aggregated under this paragraph only if they have the same
               plan year.

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

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


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<PAGE>   121


                      (g) For purposes of Section 11.6 (a) and 11.7, a Highly
               Compensated Participant and a Non-Highly Compensated Participant
               shall include any Employee eligible to have matching
               contributions made pursuant to Section 11.1 (b) (whether or not a
               deferred election was made or suspended pursuant to Section 11.2
               (e) allocated to his account for the Plan Year or to make salary
               deferrals pursuant to Section 11.2 (if the Employer uses salary
               deferrals to satisfy the provisions of this Sect on) or voluntary
               Employee contributions pursuant to Section 4.7 (whether or not
               voluntary Employee contributions are made) allocated to his
               account for the Plan Year.

                      (h) For purposes of this Section, "Matching Contribution"
               shall mean an Employer contribution made to the Plan, or to a
               contract described in Code Section 403 (b), on behalf of a
               Participant on account of an Employee contribution made by such
               Participant, or on account of a participant's deferred
               compensation, under a plan maintained by the Employer.

11.7 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                      (a) In the event that for Plan Years beginning after
               December 31, 1986, the "Actual Contribution Percentage" for the
               Highly Compensated Participant group exceeds the "Actual
               Contribution Percentage" for the Non-Highly Compensated
               Participant group pursuant to Section 11.6 (a), the Administrator
               (on or before the fifteenth day of the third month following the
               end of the Plan Year, but in no event later than the close of the
               following Plan Year) shall direct the Trustee to distribute to
               the Highly Compensated Participant having the highest actual
               contribution ratio, his portion of Excess Aggregate Contributions
               (and Income allocable to such contributions) or, if forfeitable,
               forfeit such non-Vested Excess Aggregate Contributions
               attributable to Employer matching contributions (and Income
               allocable to such Forfeitures) until either one of the tests set
               forth in Section 11.6 (a) is satisfied or until his actual
               contribution ratio equals the actual contribution ratio or the
               Highly Compensated Participant having the second highest actual
               contribution ratio. This process shall continue until one of the
               tests set forth in Section 11.6 (a) is satisfied. The
               distribution and/or Forfeiture of Excess Aggregate Contributions
               shall be made in the following order:

                      (1) Employer matching contributions distributed and/or
                      forfeited pursuant to Section 11.5 (a) (1);

                      (2) Voluntary Employee contributions including Excess
                      Contributions recharacterized as voluntary Employee
                      contributions pursuant to Section 11.5 (a) (2); 


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                      (3) Remaining Employer matching contributions.

                      (b) Any distribution or Forfeiture of less than the entire
               amount of Excess Aggregate Contributions (and Income) shall be
               treated as a pro rata distribution of Excess Aggregate
               Contributions and Income. Distribution of Excess Aggregate
               Contributions shall be designated by the Employer as a
               distribution of Excess Aggregate Contributions (and Income).
               Forfeitures of Excess Aggregate Contributions shall be treated in
               accordance with Section 4.3. However, no such Forfeiture may be
               allocated to a Highly Compensated Participant whose contributions
               are reduced pursuant to this Section.

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

                      (d) For :the purposes of this Section and Section 11.6,
               "Excess Aggregate Contributions means, with respect to any Plan
               Year, the excess of:

                      (1) the aggregate amount of Employer matching
                      contributions made pursuant to Section 11.1 (a) (to the
                      extent such contributions are taken into account pursuant
                      to Section 11.6 (a)), voluntary Employee contributions
                      made pursuant to Section 4.7, Excess Contributions
                      recharacterized as voluntary Employee contributions
                      pursuant to Section 11.5 and any Qualified Non-Elective
                      Contributions or elective deferrals taken account pursuant
                      to Section 11.6 (c) actually made on behalf of the Highly
                      Compensated Participant group for such Plan Year, over

                      (2) the maximum amount of such contributions permitted
                      under the limitations of Section 11.6 (a).

                      (e) For each Highly Compensated Participant, the amount of
               Excess Aggregate Contributions is equal to the total Employer
               matching contributions made pursuant to Section 11.1 (b) (to the
               extent taken into account pursuant to Section 11.6 (a)) voluntary
               Employee contributions made pursuant to Section 4.7, Excess
               Contributions recharacterized as voluntary Employee contributions
               pursuant to Section 11.5 and any Qualified Non-Elective
               Contributions or elective deferrals taken into account pursuant
               to Section 11.6 (c) on behalf of the Highly Compensated
               Participant (determined prior to the application of this
               paragraph) minus the amount determined by multiplying the Highly
               Compensated Participant's actual contribution ratio (determined
               after application of this paragraph) by his "414 (s)


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<PAGE>   123


               Compensation". The actual contribution ratio must be rounded to
               the nearest one-hundredth of one percent for Plan Years beginning
               after December 31, 1988. In no case shall the amount of Excess
               Aggregate Contribution with respect to any Highly Compensated
               Participant exceed the amount of Employer matching contributions
               made pursuant to Section 11.1 (b) (to the extent taken into
               account pursuant to Section 11.6 (a)), voluntary Employee
               contributions made pursuant to Section 4.7, Excess Contributions
               recharacterized as voluntary Employee contributions pursuant to
               Section 11.5 and any Qualified Non-Elective Contributions or
               elective deferrals taken into account pursuant to Section 11.6
               (c) on behalf of such Highly Compensated Participant for such
               Plan Year.

                      (f) The determination of the amount of Excess Aggregate
               Contributions with respect to any Plan Year shall be made after
               first determining the Excess Contributions, if any, to be treated
               as voluntary Employee contributions due to recharacterization for
               the plan year of any other qualified cash or deferred arrangement
               (as defined in Code Section 401 (k)) maintained by the Employer
               that ends with or within the Plan Year or which are treated as
               voluntary Employee contributions due to recharacterization
               pursuant to Section 11.5.

                      (g) The determination and correction of Excess Aggregate
               Contributions of a Highly Compensated Participant whose actual:
               contribution ratio is determined under the family aggregation
               rules shall be accomplished by reducing the actual contribution
               percentage ratio as required herein and the Excess Aggregate
               Contributions for the family unit shall be allocated among the
               famify Members in proportion to the sum of Employer matching
               contributions made pursuant to Section 11.1(b) (to the extent
               taken into account pursuant to Section 11.6(a)) voluntary
               Employee contributions made pursuant to Section 4.7, Excess
               Contributions recharacterized as voluntary Employee contributions
               pursuant to Section. 11.5 and any Qualified Non-Elective
               Contributions or elective deferrals taken into account pursuant
               to Section 11.6(c) of each Family Member that were combined to
               determine the group actual contribution ratio.

                      (1) If the actual contribution ratio for the Highly
                      Compensated Participants determined in accordance with
                      Section 11.6 (d) (1), then the actual contribution ratio
                      shall be reduced and the Excess Aggregate Contributions
                      for the family unit shall be allocated among the Family
                      Members in proportion to the sum of Employer matching
                      contributions made pursuant to Section 11.1 (b) (to the
                      extent taken into account pursuant to Section 11.6 (a)),
                      voluntary Employee 


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                      contributions made pursuant to Section 4.7, Excess
                      Contributions recharacterized as voluntary Employee
                      contributions pursuant to Section 11.5 and any Qualified
                      Non-Elective Contributions or elective deferrals taken
                      into account pursuant to Section 11.6 (c) of each Family
                      Member that were combined to determine the group actual
                      contribution ratio.

                      (2) If the actual contribution ratio for the highly
                      Compensated Participant is determined under Section 11.6
                      (d) (2), then the actual contribution ratio shall first be
                      reduced, as required herein, but not below the actual
                      contribution ratio of the group of Family Members who are
                      not Highly Compensated Participants without regard to
                      family aggregation. The Excess Aggregate Contributions
                      resulting from this initial reduction shall be allocated
                      among the Highly Compensated Participants whose Employer
                      matching contributions made pursuant to Section 11.1 ( b)
                      (to the extent taken into account pursuant to Section 11.6
                      (a)), voluntary Employee contributions made pursuant to
                      Section 4.7, Excess Contributions recharacterized as
                      voluntary Employee contributions pursuant to Section 11.5
                      and any Qualified Non-Elective Contributions or elective
                      deferrals taken into account pursuant to Section 11.6 (c)
                      were combined to determine the actual contribution ratio.
                      If further reduction is still required, then Excess
                      Aggregate Contributions resulting from this further
                      reduction shall be determined by taking into account the
                      contributions of all Family Members and shall be allocated
                      among them in proportion to their respective Employer
                      matching contributions made pursuant to Section 11.1 (b)
                      (to the extent taken into account pursuant to Section
                      11.6( a)), voluntary Employee contributions made pursuant
                      to Section 4.7, Excess Contributions recharacterized as
                      voluntary Employee contributions pursuant to Section 11.5
                      and any Qualified Non-Elective Contributions or elective
                      deferrals taken intoaccount pursuant to Section 11.6 (c).

                      (h) Notwithstanding the above, within twelve (12) months
               after the end of the Plan Year, the Employer may make a special
               Qualified Non- Elective Contribution on behalf of Non-Highly
               Compensated Participants in an amount sufficient to satisfy one
               of the tests set forth in Section 11.6. Such contribution shall
               be allocated to the Participant's Qualified Non-Elective Account
               of each Non-Highly Compensated Participant in the same proportion
               that each Non-Highly Compensated Participant's Compensation for
               the year bears to the total Compensation of all Non-Highly
               Compensated Participants. A separate accounting shall be
               maintained for the purpose of excluding such contributions from
               the "Actual Deferral Percentage" tests pursuant to Section 11.4.


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                      (i) For purposes of this Section, "Income" means the
               income or loss allocable to Excess Aggregate Contributions which
               shall equal the sum of the allocable gain or loss for the Plan
               Year and the allocable gain or loss for the period between the
               end of the Plan Year and the date of distribution ("gap period").
               The income or loss allocable to Excess Aggregate Contributions
               for the Plan Year and the "gap period" is calculated separately
               and is determined by multiplying the income or loss for the Plan
               Year or the "gap period" by a fraction. The numerator of the
               fraction is the Excess Aggregate Contributions for the Plan Year.
               The denominator of the fraction is the total Participant's
               Account and Voluntary Contribution Account attributable to
               Employer matching contributions subject to Section 11.6,
               voluntary Employee contributions made pursuant to Section 4.7,
               and any Qualified Non-Elective Contributions and elective
               deferrals taken into account pursuant to Section 11.6 (c) as of
               the end of the Plan Year or the "gap period" reduced by the gain
               allocable to such total amount for the Plan Year or the "gap
               period" and increased by the loss allocable to such total amount
               for the Plan Year or the "gap period"

                      In lieu of the "fractional method" described above, a
               "safe harbor method" may be used to calculate the allocable
               Income for the "gap period". Under such "safe harbor method"
               allocable Income for the "gap period" shall be deemed to equal
               ten percent (10%) of the Income allocable to Excess Aggregate
               Contributions for the Plan Year of the Participant multiplied by
               the number of calendar months in the "gap period". For purposes
               of determining the number of calendar months in the "gap period",
               a distribution occurring on or before the fifteenth day of the
               month shall be treated as having been made on the last day of the
               preceding month and a distribution occurring after such fifteenth
               day shall be treated as having been made on the first day of the
               next subsequent month.

                      The Income allocable to Excess Aggregate Contributions
               resulting from recharacterization of Elective Contributions shall
               be determined and distributed as if such recharacterized Elective
               Contributions had been distributed as Excess Contributions.

                      Notwithstanding the above, for Plan Years which began in
               1987, and for Plan Years beginning on or after the date this Plan
               is adopted, Income during the "gap period" shall not be taken
               into account

11.8 ADVANCE DISTRIBUTION FOR HARDSHIP

                      (a) The Administrator, at the election of the Participant,
               shall direct the Trustee to distribute to any Participant in any
               one Plan Year up to the lesser of (1) 100% of the Vested portion
               of his accounts as 


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<PAGE>   126


               specified in the Adoption Agreement valued as of the last
               Anniversary Date or other valuation date or (2) the amount
               necessary to satisfy the immediate and heavy financial need of
               the Participant. Any distribution made pursuant to this Section
               shall be deemed to be made as of the first day of the Plan Year
               or, if later, the valuation date immediately preceding the date
               of distribution, and the account from which the distribution is
               made shall be reduced accordingly. Withdrawal under this Section
               shall be authorized only if the distribution is on account of one
               of the following or any other items permitted by the Internal
               Revenue Service:

                      (1) Medical expenses described in Code Section 213 (d)
                      incurred by the Participant, his spouse, or any of his
                      dependents (as defined in Code Section 152);

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

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

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

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

                      (1) The distribution is not in excess of the amount of the
                      immediate and heavy financial need of the Participant
                      (including any amounts necessary to pay any federal,
                      state, or local taxes or penalties reasonably anticipated
                      to result from the distribution); (2) The Participant has
                      obtained all distributions, other than hardship
                      distributions, and all nontaxable loans currently
                      available under all plans maintained by the Employer;

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

                      (4) The Plan, and all other plans maintained by the
                      Employer, provide that the Participant may not make
                      elective deferrals for 


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<PAGE>   127


                      the Participant's taxable year immediately following the
                      taxable year of the hardship distribution in excess of the
                      applicable limit under Code Section 402 (g) for such next
                      taxable year less the amount of such Participant's
                      elective deferrals for the taxable year of the hardship
                      distribution.

                      (c) Notwithstanding the above, distributions from the
               Participant's Elective Account and Qualified Non- Elective
               Account pursuant to this Section shall be limited solely to the
               Participant's Deferred Compensation and any income attributable
               thereto credited to the Participant's Elective Account as of
               December 31, 1988.

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