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                                                                   EXHIBIT 10.6 


                              SMITH BARNEY SHEARSON

                         PROTOTYPE DEFINED CONTRIBUTION

                                PLAN DOCUMENT #05

                                       AND

                                 TRUST AGREEMENT

















ADOPTION OF A QUALIFIED PLAN HAS IMPORTANT LEGAL AND TAX IMPLICATIONS. EMPLOYERS
SHOULD CONSULT WITH THEIR COUNSEL CONCERNING THE ADOPTION OF THIS PLAN.




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<TABLE>
<CAPTION>
                                                         TABLE OF CONTENTS

         PART 1

         <S>               <C>                                                                                    <C>
         SECTION 1.        INTRODUCTION AND CONSTRUCTION........................................................  1
                  1.1      Introduction.........................................................................  1
                  1.2      Controlling Laws.....................................................................  1
                  1.3      Construction.........................................................................  1
                  1.4      TRA 86 Amendments....................................................................  2

         SECTION 2.        DEFINITIONS..........................................................................  2
                  2.1      Account..............................................................................  2
                  2.2      Active Participant...................................................................  2
                           2.2(a)   Standard Option.............................................................  2
                                    2.2(a)(1)        Standardized Plans.........................................  2
                                    2.2(a)(2)        Nonstandardized Plans......................................  2
                           2.2(b)   Alternative.................................................................  2
                           2.2(c)   Minimum Coverage Requirement................................................  3
                           2.2(d)   Special Elapsed Time Equivalency Rule.......................................  4
                                    2.2(d)(1)        Standard Option............................................  4
                                    2.2(d)(2)        Alternative................................................  4
                  2.3      Adoption Agreement...................................................................  4
                  2.4      Affiliate............................................................................  4
                  2.5      Allocation Date......................................................................  4
                  2.6      Average Annual Compensation..........................................................  4
                  2.7      Beneficiary..........................................................................  4
                  2.8      Board................................................................................  5
                  2.9      Code.................................................................................  5
                  2.10     Compensation.........................................................................  5
                           2.10(a)  Common Law Employees........................................................  5
                                    2.10(a)(1)       Standard Option............................................  5
                                    2.10(a)(2)       Alternative................................................  5
                           2.10(b)  Self-Employed...............................................................  6
                           2.10(c)  Leased Employees............................................................  6
                           2.10(d)  Determination Period........................................................  6
                                    2.10(d)(1)       Standard Option............................................  6
                                    2.10(d)(2)       Alternative................................................  6
                           2.10(e)  Limitation..................................................................  6
                           2.10(f)  Salary Reductions...........................................................  6
                                    2.10(f)(1)       Standard Option............................................  6
                                    2.10(f)(2)       Alternative................................................  7
                           2.10(g)  Special Rules...............................................................  7
                  2.11     Covered Compensation.................................................................  7
                  2.12     Disability or Disabled...............................................................  8
                  2.13     Early Retirement Age.................................................................  8
                           2.13(a)  Standard Option.............................................................  8
                           2.13(b)  Alternative.................................................................  8
</TABLE>


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<TABLE>
                  <S>      <C>                                                                                    <C>
                  2.14     Earned Income........................................................................  8
                  2.15     Effective Date.......................................................................  8
                  2.16     Election Form........................................................................  8
                  2.17     Elective Deferral....................................................................  8
                  2.18     Elective Deferral Account............................................................  8
                           2.19(b)  Alternative.................................................................  9
                  2.20     Employee.............................................................................  9
                  2.21     Employee Account.....................................................................  9
                  2.22     Employee Contribution................................................................  9
                  2.23     Employer ............................................................................ 10
                  2.24     Employer Account..................................................................... 10
                  2.25     Employer Contribution................................................................ 10
                  2.26     Entry Date........................................................................... 10
                           2.26(a)  Standard Option............................................................. 10
                           2.26(b)  Alternative................................................................. 10
                  2.27     ERISA................................................................................ 10
                  2.28     Family Members....................................................................... 10
                  2.29     Final Compliance Date................................................................ 10
                  2.30     Forfeiture........................................................................... 10
                  2.31     401(k) Plan.......................................................................... 10
                  2.32     Fund................................................................................. 10
                  2.33     Fund Earnings........................................................................ 10
                  2.34     Highly Compensated Employee.......................................................... 10
                  2.35     Integration Level.................................................................... 10
                  2.36     Leased Employee...................................................................... 11
                  2.37     Matching Account..................................................................... 11
                  2.38     Matching Contribution................................................................ 11
                  2.39     Maximum Disparity Rate............................................................... 11
                           2.39(a)  Standard Option............................................................. 11
                           2.39(b)  Alternative................................................................. 11
                  2.40     Money Purchase Pension Plan.......................................................... 12
                  2.41     Net Profits.......................................................................... 12
                           2.41(a)  Standard Option............................................................. 12
                           2.41(b)  Alternative................................................................. 12
                  2.42     Nonhighly Compensated Employee....................................................... 12
                  2.43     Normal Retirement Age................................................................ 12
                           2.43(a)  General..................................................................... 12
                                    2.43(a)(1)       Standard Option............................................ 12
                                    2.43(a)(2)       Alternative................................................ 12
                           2.43(b)  Special Rules............................................................... 12
                                    2.43(b)(1)       Mandatory Retirement Age................................... 12
                                    2.43(b)(2)       Transitional Rule.......................................... 12
                  2.44     Owner-Employee....................................................................... 13
                  2.45     Paired Plans......................................................................... 13
                  2.46     Participant.......................................................................... 13
                  2.47     Participating Affiliate.............................................................. 13
</TABLE>



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<TABLE>

         <S>               <C>                                                                                   <C>
                  2.48     Participation Requirement............................................................ 13
                           2.48(a)  Standard Option............................................................. 13
                           2.48(b)  Alternative................................................................. 13
                  2.49     Plan................................................................................. 14
                  2.50     Plan Administrator................................................................... 14
                           2.50(a)  Standard Option............................................................. 14
                           2.50(b)  Alternative................................................................. 14
                  2.51     Plan Year............................................................................ 14
                  2.52     Preexisting Plan..................................................................... 14
                  2.53     Profit Sharing Plan.................................................................. 14
                  2.54     Prototype Sponsor.................................................................... 14
                  2.55     Qualified Matching Contribution...................................................... 14
                  2.56     Qualified Matching Account........................................................... 14
                  2.57     Qualified Nonelective Contribution................................................... 14
                  2.58     Qualified Nonelective Account........................................................ 14
                  2.59     Rollover Account..................................................................... 14
                  2.60     Rollover Contribution................................................................ 14
                  2.61     Self-Employed Individual............................................................. 15
                  2.62     Spouse............................................................................... 15
                  2.63     Target Benefit Pension Plan.......................................................... 15
                  2.64     Taxable Wage Base.................................................................... 15
                  2.65     TRA 86............................................................................... 15
                  2.66     Trust Agreement...................................................................... 15
                  2.67     Trustee.............................................................................. 15
                  2.68     Valuation Date....................................................................... 15

         SECTION 3.        SERVICE DEFINITIONS AND RULES........................................................ 15
                  3.1      Hour of Service Method (Standard Option)............................................. 15
                           3.1(a)   Break in Service............................................................ 16
                                    3.1(a)(1)        General.................................................... 16
                                    3.1(a)(2)        Maternity/Paternity Rule................................... 16
                           3.1(b)   Computation Period.......................................................... 16
                                    3.1(b)(1)        General.................................................... 16
                                    3.1(b)(2)        Vesting.................................................... 16
                                    3.1(b)(3)        Participation.............................................. 16
                                    3.1(b)(4)        Change in Computation Period............................... 17
                           3.1(c)   Hour of Service............................................................. 17
                                    3.1(c)(1)        General.................................................... 17
                                    3.1(c)(2)        Determination.............................................. 18
                           3.1(d)   Year of Service............................................................. 18
                                    3.1(d)(1)        Standard Option............................................ 18
                                    3.1(d)(2)        Alternative................................................ 19
                           3.1(e)   Change in Service Calculation Method........................................ 19
                  3.2      Elapsed Time Method (Alternative).................................................... 19
                           3.2(a)   Break in Service............................................................ 19
                                    3.2(a)(1)        General.................................................... 19
                                    3.2(a)(2)        Maternity/Paternity Rule................................... 19
</TABLE>


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<TABLE>

         <S>                        <C>                                                                          <C>
                           3.2(b)   Hour of Service............................................................. 20
                           3.2(c)   Period of Severance......................................................... 20
                           3.2(d)   Period of Service........................................................... 20
                                    3.2(d)(1)        General.................................................... 20
                                    3.2(d)(2)        Aggregation................................................ 20
                           3.2(e)   Year of Service............................................................. 20
                           3.2(f)   Change in Service Calculation Method........................................ 20
                  3.3      Service Before Effective Date........................................................ 21
                  3.4      Service with Predecessor Employer.................................................... 21
                           3.4(a)   Standard Option............................................................. 21
                           3.4(b)   Alternative................................................................. 21
                  3.5      Leased Employees..................................................................... 21
                  3.6      Service with Affiliates.............................................................. 21
                  3.7      Special Break in Service Rules....................................................... 21
                           3.7(a)   Standard Option............................................................. 21
                           3.7(b)   Alternative................................................................. 21
                                    3.7(b)(1)        One Year Hold-Out Rule..................................... 21
                                    3.7(b)(2)        Pre-Participation Rule..................................... 22
                                    3.7(b)(3)        Rule of Parity............................................. 22
                                    3.7(b)(4)        Alternative Maternity/Paternity Rule....................... 23
                           3.7(c)   Vesting on Reemployment After Break in Service.............................. 23
                  3.8      Service Exclusions for Vesting Purposes.............................................. 23
                           3.8(a)   Standard Option............................................................. 23
                           3.8(b)   Alternative................................................................. 24

         SECTION 4.        PARTICIPATION........................................................................ 24
                           General Rule......................................................................... 24
                  4.1      Special Rules........................................................................ 24
                           4.1(a)   Preexisting Plan............................................................ 24
                           4.1(b)   Reemployment Before Satisfying Participation Requirements................... 24
                           4.1(c)   Reemployment After Satisfying Participation Requirement..................... 24
                           4.1(d)   Status Change............................................................... 24
                  4.2      Participant Information.............................................................. 24
                  4.3      No Employment Rights................................................................. 24

         SECTION 5.        CONTRIBUTIONS........................................................................ 25
                  5.1      Profit Sharing Plan.................................................................. 25
                           5.1(a)   Standard Option............................................................. 25
                           5.1(b)   Alternative................................................................. 25
                  5.2      Money Purchase Pension Plan.......................................................... 25
                           5.2(b)   Alternative................................................................. 25
                  5.3      401(k) Plan.......................................................................... 25
                           5.3(a)   General..................................................................... 25
                                    5.3(a)(1)        Standard Option............................................ 25
                                    5.3(a)(2)        Alternative................................................ 25
                           5.3(b)   Matching Contributions...................................................... 25
                           5.3(c)   Qualified Matching Contributions............................................ 26

</TABLE>

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<TABLE>

                  <S>               <C>                                                                          <C>
                           5.3(d)   Qualified Nonelective Contribution.......................................... 26
                           5.3(e)   Discretionary Employer Contribution......................................... 27
                           5.3(f)   Elective Deferrals.......................................................... 27
                           5.3(g)   Employee Contributions...................................................... 27
                           5.3(h)   Election Rules and Limitations.............................................. 27
                                    5.3(h)(1)        General.................................................... 27
                                    5.3(h)(2)        Commencement of Election................................... 28
                                    5.3(h)(3)        Revision of Election....................................... 28
                                    5.3(h)(4)        Termination of Election.................................... 28
                                    5.3(h)(5)        Resumption after Termination............................... 28
                                    5.3(h)(6)        Effective Dates of Elections............................... 28
                           5.3(i)   Application of Forfeitures.................................................. 29
                                    5.3(i)(1)        Standard Option............................................ 29
                                    5.3(i)(2)        Alternative................................................ 29
                  5.4      Target Benefit Pension Plan.......................................................... 29
                           5.4(a)   General..................................................................... 29
                                    5.4(a)(1)        Step 1..................................................... 29
                                    5.4(a)(2)        Step 2..................................................... 30
                                    5.4(a)(3)        Step 3..................................................... 30
                           5.4(b)   Theoretical Reserve......................................................... 30
                           5.4(c)   Past Service Credits........................................................ 31
                           5.4(d)   TRA 86 Amendment............................................................ 31
                           5.4(e)   Special Definitions and Rules............................................... 31
                                    5.4(e)(1)        Cumulative Disparity Limit................................. 31
                                    5.4(e)(2)        Cumulative Disparity Reduction............................. 31
                                    5.4(e)(3)        Current Stated Benefit..................................... 32
                                    5.4(e)(4)        Fresh-Start Date........................................... 33
                                    5.4(e)(5)        Frozen Accrued Stated Benefit.............................. 33
                                    5.4(e)(6)        Maximum Excess Allowance................................... 34
                                    5.4(e)(7)        Overall Permitted Disparity Limit.......................... 34
                                    5.4(e)(8)        Prior Safe Harbor Plan..................................... 34
                                    5.4(e)(9)        Year of Participation...................................... 34
                                    5.4(e)(10)       Years of Projected Participation........................... 35
                  5.5      Rollover Contributions............................................................... 35
                           5.5(a)   Standard Option............................................................. 35
                           5.5(b)   Alternative................................................................. 35
                  5.6      No Employee or Matching Contributions................................................ 35
                  5.7      No Deductible Voluntary Employee Contributions....................................... 35
                  5.8      General Rules Applicable to All Contributions........................................ 35
                           5.8(a)   Limitations on Contributions................................................ 35
                           5.8(b)   Codess.415.................................................................. 36
                           5.8(c)   Codess.416.................................................................. 36
                           5.8(d)   Leased Employees............................................................ 36
                           5.8(e)   Owner-Employees............................................................. 36
                                    5.8(e)(1)        General.................................................... 36
                                    5.8(e)(2)        Control.................................................... 37
</TABLE>



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<TABLE>

         <S>               <C>                                                                                   <C>
         SECTION 6.        ALLOCATIONS TO ACCOUNTS.............................................................. 37
                  6.1      Establishment and Maintenance of Accounts............................................ 37
                  6.2      Allocation of Fund Earnings.......................................................... 37
                           6.2(a)   General..................................................................... 37
                           6.2(b)   Allocation Procedures....................................................... 37
                  6.3      Allocation of Contributions and Forfeitures.......................................... 37
                           6.3(a)   Profit Sharing Plan......................................................... 38
                                    6.3(a)(1)        Nonintegrated.............................................. 38
                                    6.3(a)(2)        Integrated................................................. 38
                           6.3(b)   Money Purchase Pension Plan................................................. 39
                           6.3(c)   401(k) Plan................................................................. 39
                                    6.3(c)(1)        Elective Deferrals and Employer Contributions.............. 39
                                    6.3(c)(2)        Matching Contributions and Qualified Matching
                                                     Contributions.............................................. 39
                                    6.3(c)(3)        Qualified Nonelective Contributions........................ 40
                                    6.3(c)(4)        Discretionary Employer Contribution........................ 40
                           6.3(d)   Target Benefit Pension Plan................................................. 41
                           6.3(e)   Top-Heavy Minimum Allocation................................................ 41
                           6.3(f)   Rollover Contributions...................................................... 41
                  6.4      Allocation Report.................................................................... 41
                  6.5      Allocation Corrections............................................................... 41

         SECTION 7.        STATUTORY LIMITATIONS ON ALLOCATIONS................................................. 42
                  7.1      Effective Date....................................................................... 42
                  7.2      Limitations on annual Additions Under Codess.415..................................... 42
                           7.2(a)   Special Definitions......................................................... 42
                                    7.2(a)(1)        Annual Additions........................................... 42
                                    7.2(a)(2)        Compensation............................................... 42
                                    7.2(a)(3)        Defined Benefit Fraction................................... 43
                                    7.2(a)(4)        Defined Contribution Dollar Limitation..................... 44
                                    7.2(a)(5)        Defined Contribution Fraction.............................. 44
                                    7.2(a)(6)        Employer................................................... 45
                                    7.2(a)(7)        Excess Amount.............................................. 45
                                    7.2(a)(8)        Highest Average Compensation............................... 45
                                    7.2(a)(9)        Limitation Year............................................ 45
                                    7.2(a)(10)       Master or Prototype Plan................................... 45
                                    7.2(a)(11)       Maximum Aggregate Amount................................... 45
                                    7.2(a)(12)       Maximum Permissible Amount................................. 45
                                    7.2(a)(13)       Projected Annual Benefit................................... 46
                           7.2(b)   Limitation If No Other Plans................................................ 46
                                    7.2(b)(1)        Profit Sharing Plan........................................ 46
                                    7.2(b)(2)        Money Purchase Pension Plan or Target Benefit Pension
                                                     Plan....................................................... 46
                                    7.2(b)(3)        401(k) Plan................................................ 47
                                    7.2(b)(4)        Suspense Account........................................... 47
                           7.2(c)   Limitation If Other Defined Contribution Master or Prototype Plan........... 47
                           7.2(d)   Limitation If Other Defined Contribution Plan............................... 49
</TABLE>


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<TABLE>

                  <S>                                <C>                                                         <C>
                                    7.2(d)(1)        Standard Option............................................ 49
                                    7.2(d)(2)        Alternative................................................ 49
                           7.2(e)   Limitation If Other Defined Benefit Plan.................................... 49
                           7.2(f)   Compensation for Determination of Maximum Permissible Amount................ 49
                  7.3      Individual Limitation on Elective Deferrals Under Codess.402(g)...................... 50
                           7.3(a)   General..................................................................... 50
                           7.3(b)   Elective Deferrals.......................................................... 50
                           7.3(c)   Excess Elective Deferrals................................................... 50
                           7.3(d)   Distribution of Excess Elective Deferrals................................... 50
                           7.3(e)   Determination of Income or Loss............................................. 50
                           7.3(f)   Claims Procedure............................................................ 50
                                    7.3(f)(2)        Deemed Claim............................................... 51
                  7.4      Limitations on Elective Deferrals for Highly Compensated Employees under
                           Code ss. 401(k)...................................................................... 51
                           7.4(a)   Special Definitions......................................................... 51
                                    7.4(a)(1)        Actual Deferral Percentage................................. 51
                                    7.4(a)(2)        ADP (or Average Actual Deferral Percentage)................ 51
                                    7.4(a)(3)        Employer Contributions..................................... 51
                                    7.4(a)(4)        Excess Contributions....................................... 52
                                    7.4(a)(5)        Highly Compensated Employee................................ 52
                           7.4(b)   ADP Limit................................................................... 53
                           7.4(c)   Special Rules............................................................... 53
                                    7.4(c)(1)        Other Plans................................................ 53
                                    7.4(c)(2)        Aggregation................................................ 53
                                    7.4(c)(3)        Family Members............................................. 54
                                    7.4(c)(4)        Timing..................................................... 54
                                    7.4(c)(6)        Other Requirements......................................... 54
                           7.4(d)   Distribution of Excess Contributions........................................ 54
                                    7.4(d)(1)        General.................................................... 54
                                    7.4(d)(2)        Determination of Income or Loss............................ 54
                                    7.4(d)(3)        Order for Determining Excess Contributions................. 55
                                    7.4(d)(4)        Accounting for Excess Contributions........................ 55
                           7.4(e)   Recharacterization.......................................................... 55
                  7.5      Limitations on Employee Contributions and Matching Contributions under Code
                           ss. 401(m)........................................................................... 56
                           7.5(a)   Special Definitions......................................................... 56
                                    7.5(a)(1)        Aggregate Limit............................................ 56
                                    7.5(a)(2)        ACP (or Average Contribution Percentage)................... 56
                                    7.5(a)(3)        Contribution Percentage.................................... 56
                                    7.5(a)(4)        Contribution Percentage Amount............................. 56
                                    7.5(a)(5)        Employee Contribution...................................... 57
                                    7.5(a)(6)        Excess Aggregate Contribution.............................. 57
                                    7.5(a)(7)        Matching Contributions..................................... 57
                           7.5(b)   ACP Limit................................................................... 57
                           7.5(c)   Special Rules............................................................... 58
                                    7.5(c)(1)        Multiple Use............................................... 58
                                    7.5(c)(2)        Other Plans................................................ 58

</TABLE>

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<TABLE>

         <S>                                         <C>                                                         <C>
                                    7.5(c)(3)        Aggregation................................................ 58
                                    7.5(c)(4)        Family Members............................................. 59
                                    7.5(c)(5)        Timing..................................................... 59
                                    7.5(c)(6)        Records.................................................... 59
                                    7.5(c)(7)        Other Requirements......................................... 59
                           7.5(d)   Distribution of Excess Aggregate Contributions.............................. 59
                                    7.5(d)(1)        General.................................................... 59
                                    7.5(d)(2)        Determination of Income or Loss............................ 59
                                    7.5(d)(3)        Order for Determining Excess Aggregate
                                                     Contributions.............................................. 60
                                    7.5(d)(4)        Account in for Excess Aggregate Contributions.............. 60
                                    7.5(d)(5)        Allocation of Forfeitures.................................. 60

         SECTION 8.        VESTING AND FORFEITURES.............................................................. 60
                  8.1      Determination of Nonforfeitable Percentage........................................... 60
                           8.1(a)   Fully Vested Accounts....................................................... 60
                           8.1(b)   Death, Disability and Retirement............................................ 60
                           8.1(c)   Other Separation From Service............................................... 61
                           8.1(d)   Employee Contribution Withdrawals........................................... 61
                  8.2      Forfeiture and Special Reemployment Rules............................................ 61
                           8.2(a)   Buy Back Rule (Standard Option)............................................. 61
                                    8.2(a)(1)        Forfeiture................................................. 61
                                    8.2(a)(2)        Reemployment............................................... 62
                           8.2(b)   Automatic Restoration (Alternative)......................................... 62
                                    8.2(b)(1)        Forfeiture................................................. 62
                                    8.2(b)(2)        Reemployment............................................... 62
                           8.2(c)   Deemed Distribution......................................................... 63
                           8.2(d)   Restoration Sources......................................................... 63
                           8.2(e)   Date Forfeitures Applied or Allocated....................................... 64
                           8.2(f)   In-service Distributions.................................................... 64

         SECTION 9.        ACCOUNT DISTRIBUTION - GENERAL RULES................................................. 64
                  9.1      After Separation From Service........................................................ 64
                           9.1(a)   Timing...................................................................... 64
                                    9.1(a)(1)        Standard Option............................................ 64
                                    9.1(a)(2)        Alternative................................................ 64
                           9.1(b)   Reemployment................................................................ 64
                           9.1(c)   $3,500 Cashout.............................................................. 65
                           9.1(d)   Claim....................................................................... 65
                           9.1(e)   Election to Defer Payment................................................... 65
                                    9.1(e)(1)        Standard Option............................................ 65
                                    9.1(e)(2)        Alternative................................................ 65
                           9.1(f)   Early Retirement Age........................................................ 66
                           9.1(g)   Death....................................................................... 66
                  9.2      Before Separation From Service....................................................... 66
                           9.2(a)   Money Purchase Pension Plan or Target Benefit Pension Plan.................. 66
                                    9.2(a)(1)        Standard Option............................................ 66
</TABLE>


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<TABLE>

         <S>                        <C>              <C>                                                         <C>
                                    9.2(a)(2)        Alternative................................................ 66
                           9.2(b)   401(k) Plan................................................................. 66
                                    9.2(b)(1)        Distribution Restrictions.................................. 66
                                    9.2(b)(2)        Termination of Plan or Disposition of Assets or
                                                     Subsidiary................................................. 66
                                    9.2(b)(3)        Hardship Distribution...................................... 67
                                    9.2(b)(4)        Distributions on or after Age 59-1/2....................... 69
                                    9.2(b)(5)        Employer Account and Matching Account...................... 69
                           9.2(c)   Profit Sharing Plan......................................................... 69
                           9.2(d)   Withdrawals from Employee Account........................................... 69
                                    9.2(d)(1)        Standard Option............................................ 69
                                    9.2(d)(2)        Alternative................................................ 69
                           9.2(e)   Plan Termination............................................................ 70
                  9.3      Consent.............................................................................. 70
                           9.3(a)   General..................................................................... 70
                           9.3(b)   Exceptions.................................................................. 70
                           9.3(c)   Immediately Distributable................................................... 70
                           9.3(d)   Accumulated Deductible Employee Contributions............................... 70
                  9.4      Form of Distribution................................................................. 71
                  9.5      Minimum Distributions................................................................ 71
                  9.6      Missing Person....................................................................... 71
                  9.7      No Estoppel of Plan.................................................................. 71
                  9.8      Administration....................................................................... 71
         SECTION 10.       BENEFIT PAYMENT FORMS - JOINT AND SURVIVOR ANNUITY
                           REQUIREMENTS......................................................................... 72
                  10.1     Application and Special Definitions.................................................. 72
                           10.1(a)  Annuity Starting Date....................................................... 72
                           10.1(b)  Earliest Retirement Age..................................................... 72
                           10.1(c)  Election Period............................................................. 72
                           10.1(d)  Life Annuity................................................................ 72
                           10.1(e)  Qualified Election.......................................................... 73
                           10.1(f)  Qualified Joint and Survivor Annuity........................................ 73
                                    10.1(f)(1)       Standard Option............................................ 73
                                    10.1(f)(2)       Alternative................................................ 73
                           10.1(g)  Qualified Preretirement Survivor Annuity.................................... 73
                                    10.1(g)(1)       Standard Option............................................ 74
                                    10.1(g)(2)       Alternative................................................ 74
                           10.1(h)  Vested Account Balance...................................................... 74
                  10.2     Distribution to Participant.......................................................... 74
                  10.3     Distribution to Surviving Spouse..................................................... 74
                  10.4     Notice Requirements.................................................................. 74
                           10.4(a)  Qualified Joint and Survivor Annuity and Life Annuity....................... 74
                           10.4(b)  Qualified Preretirement Survivor Annuity.................................... 75
                  10.5     Safe Harbor Rules.................................................................... 75
                           10.5(a)  Application................................................................. 75
                           10.5(b)  Conditions.................................................................. 75

</TABLE>

                                      ix


<PAGE>   11


<TABLE>
         <S>                        <C>                                                                          <C>
                           10.5(c)  Surviving Spouse............................................................ 76
                           10.5(d)  Waiver of Spousal Benefit................................................... 76
                           10.5(e)  Vested Account Balance...................................................... 76
                  10.6     Option Forms......................................................................... 76
                           10.6(a)  General..................................................................... 76
                           10.6(b)  Before Separation From Service.............................................. 76
                           10.6(c)  After Separation From Service............................................... 76
                                    10.6(c)(1)       Standard Option............................................ 76
                                    10.6(c)(2)       Alternative................................................ 76
                           10.6(d)  No Method Selected.......................................................... 77
                           10.6(e)  Single Sum.................................................................. 77
                           10.6(f)  In Kind Distributions....................................................... 77
                  10.8     Transitional Rules................................................................... 77
                           10.9     Direct Rollovers............................................................ 79
                           10.9(a)  General..................................................................... 79
                           10.9(b)  Definitions................................................................. 79
                                    10.9(b)(1)       Eligible Rollover Distribution............................. 79
                                    10.9(b)(2)       Eligible Retirement Plan................................... 79
                                    10.9(b)(3)       Distributee................................................ 79

         SECTION 11.       MINIMUM DISTRIBUTION REQUIREMENTS.................................................... 80
                  11.1     General.............................................................................. 80
                  11.2     Special Definitions.................................................................. 80
                           11.2(a)  Applicable Calendar Year.................................................... 80
                           11.2(b)  Applicable Life Expectancy.................................................. 80
                           11.2(c)  Designated Beneficiary...................................................... 80
                           11.2(d)  Distribution Calendar Year.................................................. 80
                           11.2(e)  Life Expectancy............................................................. 80
                           11.2(f)  Participant's Benefit....................................................... 80
                           11.2(g)  Required Beginning Date..................................................... 81
                                    11.2(g)(1)       General Rule............................................... 81
                                    11.2(g)(2)       Age 70 1/2Before 1988...................................... 81
                                    11.2(g)(3)       Age 70 1/2During 1988...................................... 81
                                    11.2(g)(4)       5% Owner................................................... 81
                  11.3     Required Beginning Date.............................................................. 81
                  11.4     Limits on Distribution Periods....................................................... 82
                  11.5     Determination of Amount to be Distributed Each Year.................................. 82
                           11.5(a)  Individual Account.......................................................... 82
                                    11.5(a)(1)       General.................................................... 82
                                    11.5(a)(2)       Incidental Death Benefit Rules............................. 82
                                    11.5(a)(3)       Timing..................................................... 83
                           11.5(b)  Annuity Contracts........................................................... 83
                  11.6     Death Distribution Provisions........................................................ 83
                           11.6(a)  Distribution Beginning Before Death......................................... 83
                           11.6(b)  Distribution Beginning After Death.......................................... 83
                           11.6(c)  Special Rules............................................................... 84
                  11.7     Special Pre-TEFRA Distribution Election.............................................. 84
</TABLE>


                                       x


<PAGE>   12


<TABLE>

         <S>                        <C>                                                                          <C>
                           11.7(a)  General Rule................................................................ 84
                           11.7(b)  Special Pre-TEFRA Distribution Election..................................... 84
                           11.7(c)  Current Distributions....................................................... 84
                           11.7(d)  Revocation.................................................................. 85

         SECTION 12.       TOP-HEAVY PLAN RULES................................................................. 85
                  12.1     Application.......................................................................... 85
                  12.2     Special Definitions.................................................................. 85
                           12.2(a)  Determination Date.......................................................... 85
                           12.2(b)  Key Employee................................................................ 85
                           12.2(c)  Permissive Aggregation Group................................................ 86
                           12.2(d)  Required Aggregation Group.................................................. 86
                           12.2(e)  Top-Heavy Plan.............................................................. 86
                           12.2(f)  Top-Heavy Ratio............................................................. 87
                           12.2(g)  Top-Heavy Ratio Date........................................................ 88
                                    12.2(g)(1)       Standard Option............................................ 88
                                    12.2(g)(2)       Alternative................................................ 88
                  12.3     Minimum Allocation................................................................... 88
                           12.3(a)  General..................................................................... 88
                           12.3(b)  Defined Benefit Paired Plan................................................. 89
                           12.3(c)  Defined Contribution Paired Plan............................................ 89
                                    12.3(c)(1)       Standard Option............................................ 89
                                    12.3(c)(2)       Alternative................................................ 89
                           12.3(d)  Participants Entitled to Allocation......................................... 89
                           12.3(e)  Nonforfeitability........................................................... 90
                           12.3(f)  Compensation................................................................ 90
                           12.3(g)  Multiple Plans.............................................................. 90
                           12.3(h)  Integrated Plans............................................................ 90
                                    12.3(h)(1)       Profit Sharing Plan........................................ 90
                                    12.3(h)(2)       Money Purchase Pension Plan................................ 91
                                    12.3(h)(3)       Special Definitions........................................ 91
                  12.4     Vesting Schedule..................................................................... 91
                  12.5     401(k) Plan.......................................................................... 91
         SECTION 13.       INSURANCE, INDIVIDUALLY DIRECTED INVESTMENTS AND
                           PARTICIPANT LOANS.................................................................... 92
                  13.1     Insurance Contracts.................................................................. 92
                           13.1(a)  Elections and Existing Life Insurance Contracts............................. 92
                                    13.1(a)(1)       Standard Option............................................ 92
                                    13.1(a)(2)       Alternative................................................ 92
                           13.1(b)  Premiums.................................................................... 92
                           13.1(c)  Ordinary Life............................................................... 92
                                    13.1(c)(1)       Term and Universal Life.................................... 92
                                    13.1(c)(2)       Combination................................................ 92
                           13.1(d)  Owner and Beneficiary....................................................... 93
                           13.1(e)  Allocations................................................................. 93
                           13.1(f)  Distribution to Participant................................................. 93
</TABLE>


                                      xi


<PAGE>   13

<TABLE>

         <S>               <C>                                                                                   <C>
                           13.1(g)  Termination of Insurance Election........................................... 93
                  13.2     Individually Directed Investments.................................................... 94
                           13.2(a)  General..................................................................... 94
                                    13.2(a)(1)       Standard Option............................................ 94
                                    13.2(a)(2)       Alternative................................................ 94
                           13.2(b)  Election Rules.............................................................. 94
                           13.2(c)  No Election................................................................. 94
                  13.3     Participant Loans.................................................................... 94
                           13.3(a)  Administration and Procedures............................................... 94
                           13.3(b)  No Loans to Certain Owners and Family members............................... 95
                           13.3(c)  General Conditions.......................................................... 95
                           13.3(d)  Other Conditions............................................................ 95
                           13.3(e)  Crediting of Loan Payments.................................................. 96
                                    13.3(e)(1)       Account Asset (Standard Option)............................ 96
                                    13.3(e)(2)       Fund Asset (Alternative)................................... 97
                           13.3(f)  Limitations on Amounts...................................................... 97
                                    13.3(f)(1)       Dollar Limit ...............................................97
                                    13.3(f)(2)       Account Limit.............................................. 97
                           13.3(g)  Failure to Repay............................................................ 97
                           13.3(h)  Distributions............................................................... 98

         SECTION 14.       ADOPTION, AMENDMENT, WITHDRAWAL AND CONVERSION,
                           MERGER, ASSET TRANSFERS AND TERMINATION.............................................. 98
                  14.1     Adoption............................................................................. 98
                           14.1(a)  General..................................................................... 98
                           14.1(b)  Preexisting Plan............................................................ 98
                           14.1(c)  Participating Affiliates.................................................... 99
                  14.2     Amendment............................................................................ 99
                           14.2(a)  Prototype Sponsor........................................................... 99
                           14.2(b)  Employer.................................................................... 99
                  14.3     Certain Amendment Restrictions....................................................... 99
                           14.3(a)  General..................................................................... 99
                           14.3(b)  Change in Service Calculation Method........................................ 99
                           14.3(c)  Change in Vesting Schedule.................................................. 99
                  14.4     Withdrawal as a Prototype and Conversion to Individually Designed Plan...............100
                           14.4(a)  Voluntary Conversion........................................................100
                           14.4(b)  Involuntary Conversion......................................................100
                           14.4(c)  Effect of Withdrawal and Conversion.........................................101
                  14.5     Merger, Consolidation or Asset Transfers.............................................101
                           14.5(a)  General.....................................................................101
                           14.5(b)  Authorization...............................................................101
                           14.5(c)  Separate Account............................................................101
                           14.5(d)  Codess.411(d)(6) Protected Benefits.........................................101
                  14.6     Termination..........................................................................102
                           14.6(a)  Right to Terminate..........................................................102
                           14.6(b)  Full Vesting Upon Termination...............................................102
</TABLE>



                                      xii


<PAGE>   14


<TABLE>

         <S>               <C>                                                                                  <C> 
         SECTION 15.       ADMINISTRATION.......................................................................102
                  15.1     Named Fiduciaries....................................................................102
                  15.2     Administrative Powers and Duties.....................................................103
                  15.3     Agent for Service of Process.........................................................103
                  15.4     Reporting and Disclosure.............................................................103

         SECTION 16.       MISCELLANEOUS........................................................................103
                  16.1     Spendthrift Clause and Qualified Domestic Relations Orders...........................103
                  16.2     Benefits Supported Only by Trust Fund................................................104
                  16.3     Discrimination.......................................................................104
                  16.4     Claims...............................................................................104
                  16.5     Nonreversion.........................................................................104
                  16.6     Exclusive Benefit....................................................................105
                  16.7     Expenses.............................................................................105
                  16.8     Section 16 of Securities Exchange Act of 1934........................................105
                  16.9     Arbitration..........................................................................105

         SECTION 1.        INTRODUCTION AND CONSTRUCTION........................................................107
                  1.1      Introduction.........................................................................107
                  1.2      Definitions..........................................................................107
                  1.3      Controlling Laws.....................................................................107
                  1.4      Construction.........................................................................107

         SECTION 2.        GENERAL..............................................................................108

         SECTION 3.        CONTRIBUTIONS AND TRUST FUND.........................................................108

         SECTION 4.        MANAGEMENT OF TRUST FUND.............................................................109
                  4.1      Plan Administrator...................................................................109
                  4.2      Trustee..............................................................................109
                           4.2(a)   ............................................................................109
                           4.2(b)   ............................................................................109
                           4.2(c)   ............................................................................109
                           4.2(d)   ............................................................................109
                           4.2(e)   ............................................................................109
                           4.2(f)   ............................................................................110
                           4.2(g)   ............................................................................110
                           4.2(h)   ............................................................................110
                           4.2(i)   ............................................................................110
                  4.3      Investment Manager...................................................................112
                  4.4      Plan Administrator or Employer Investment Directions.................................112
                  4.5      Participant Investment Directions....................................................113
                  4.6      Custodian............................................................................113
                  4.7      Multiple Trustees....................................................................113
                  4.8      Communications.......................................................................113
                  4.9      Prototype Sponsor....................................................................114
                  4.10     Voting of Proxies....................................................................114
</TABLE>


                                     xiii


<PAGE>   15

<TABLE>

         <S>               <C>                                                                                  <C> 
         SECTION 5.        BENEFIT PAYMENTS.....................................................................114

         SECTION 6.        VALUATION AND ACCOUNTING BY TRUSTEE..................................................115

         SECTION 7.        EXPENSES.............................................................................116

         SECTION 10.       SINGLE TRUST - SEPARATE FUNDS........................................................117

         SECTION 11.       NAMED FIDUCIARIES AND ADMINISTRATION.................................................117

         SECTION 12.       MISCELLANEOUS .......................................................................118
                  12.1     Spendthrift Clause and Qualified Domestic Relations Orders...........................118
                  12.2     Benefits Supported Only by the Trust Fund............................................118
                  12.3     Claims...............................................................................118
                  12.4     Nonreversion.........................................................................119
                           12.4(a)  ............................................................................119
                           12.4(b)  ............................................................................119
                           12.4(c)  ............................................................................119
                  12.5     Exclusive Benefit....................................................................119
</TABLE>



                                     xiv





<PAGE>   16






                                     PART 1


                             SMITH BARNEY SHEARSON

                         PROTOTYPE DEFINED CONTRIBUTION

                               PLAN DOCUMENT #05





<PAGE>   17

SMITH BARNEY SHEARSON
PLAN DOCUMENT

SECTION 1.          INTRODUCTION AND CONSTRUCTION

1.1      INTRODUCTION.  This Smith Barney Shearson Prototype Defined
Contribution Plan is established and maintained as a prototype plan by the
Prototype Sponsor for its customers and the customers of its subsidiaries and
affiliates.  This Plan shall be adopted as a prototype plan only with the
consent of the Prototype Sponsor or one of its subsidiaries or affiliates as
set forth in the related Adoption Agreements and shall be maintained as a
prototype plan only in accordance with the terms and conditions set forth in
this Plan.

1.2      CONTROLLING LAWS.  To the extent such laws are not preempted by
federal law, this Plan and the related Adoption Agreement and Trust Agreement
shall be construed and interpreted under the laws of the state fled in the
Adoption Agreement; provided, if Smith Barney Shearson Trust Company has been
appointed as Trustee, the Trust Agreement shall be governed by and construed in
accordance with the laws of the State of [Delaware].

1.3      CONSTRUCTION.  The headings and subheadings in this Plan have been
inserted for convenience of reference only and are to be ignored in the
construction of its provisions.  Wherever appropriate, the masculine shall be
read as the feminine, the plural as the singular, and the singular as the
plural.  References in this Plan to a section (Section) shall be to a section
in this Plan unless otherwise indicated.  References in this Plan to a section
of the Code, ERISA or any other federal law shall also refer to the regulations
issued under such section.  Unless an alternative option is specified in the
Adoption Agreement, the option identified as the "Standard Option" will
control.

The Employer intends that this Plan and the related Trust Agreement and
Adoption Agreement which are part of this Plan satisfy the requirements for tax
exempt status under Code Section 401(a), Code Section 501 (a) and related
Code sections and that the provisions of this Plan, the Trust Agreement and the
Adoption Agreement be construed and interpreted in accordance with the
requirements of the Code and the regulations under the Code.

Further, except as expressly stated otherwise, no provision of this Plan or the
related Trust Agreement or Adoption Agreement is intended to nor shall grant
any rights to Participants or beneficiaries or any interest in the Fund in
addition to those minimum rights or interests required to be provided under
ERISA and the Code and the regulations under ERISA and the Code.

Nothing in this Plan or the related Trust Agreement or Adoption Agreement shall
be construed to prohibit the adoption or the maintenance of this Plan or the
Trust Agreement as an individually designed plan, but in such even, the
Employer may not rely on the opinion letter issued to the Prototype Sponsor and
the Prototype Sponsor shall have absolutely no responsibility for such
individually designed plan, but in such event, the Employer may not rely on the
opinion letter issued to the Prototype Sponsor and the Prototype Sponsor shall
have absolutely no responsibility for such an individually designed plan.

Finally, in the event of any conflict between the terms of this Plan and the
terms of the Trust Agreement the Adoption Agreement the terms of this Plan
shall control.

<PAGE>   18


1.4      TRA 86 AMENDMENTS.  If this Plan is adopted as an amendment to a
Preexisting Plan in order to satisfy the requirements of TRA 86, the
retroactive effective date of any provision required under TRA 86 is intended
solely to comply with the Code and is not intended to grant any substantive
rights under ERISA to the extent that such provision is different from the
Preexisting Plan as in effect between the applicable effective date in the
final regulations ("transition years").

SECTION 2.     DEFINITIONS

The capitalized terms in this Plan and the related Adoption Agreement and Trust
Agreement shall have the meanings shown opposite those terms in this Section 2
and in Section 3 for purposes of this Plan.

2.1      ACCOUNT means the bookkeeping account maintained under this Plan to
show as of any Valuation Date a Participant's interest in the Fund attributable
to the contributions made by or on behalf of such Participant and the Fund
Earnings on such contributions, and an Account shall cease to exist when
exhausted through forfeiture or distributions made in accordance with this
Plan.

2.2      ACTIVE PARTICIPANT means for purposes of eligibility to receive or
allocation of the Employer Contribution or Forfeitures for each Plan Year, each
Participant who is an Eligible Employee at any time during the Plan Year and
who satisfies the following conditions:

         2.2(a)     STANDARD OPTION.

                    2.2(a)(1)     STANDARDIZED PLANS.  If this Plan is adopted
                    as a standardized Plan, such Participant (i) is employed as
                    an Eligible Employee (or on an authorized leave of absence
                    as an Eligible Employee) on the last day of such Plan Year,
                    (ii) terminated employment as an Eligible Employee during
                    such Plan Year on or after Normal Retirement Age or Early
                    Retirement Age or by reason of death or Disability or (iii)
                    such Participant is not employed on the last day of such
                    Plan Year but completed more than 500 Hours of Service
                    during such Plan Year (or the equivalent period described
                    in Section 2.2(d) if the "Elapsed Time" method is
                    specified in the Adoption Agreement).  Notwithstanding the
                    foregoing, if the "Hours of Service" method is specified in
                    the Adoption Agreement for a Plan Year beginning before the
                    Final Compliance Date, Section  2.2(a)(1)(iii) shall not
                    apply and a Participant who satisfies the requirements of
                    Section 2.2(a)(1)(i) shall not be eligible to receive an
                    allocation of the Employer Contribution or Forfeitures for
                    such Plan Year unless such Participant also is credited
                    with at least 1.000 Hours of Service in such Plan Year.

                    2.2(a)(2)     NONSTANDARDIZED PLANS.  If this Plan is
                    adopted as a nonstandardized Plan, such Participant (i) is
                    employed as an Eligible Employee (or on an authorized leave
                    of absence as an Eligible Employee) on the last day of such
                    Plan Year and, if "Hours of Service" method is specified in
                    the Adoption Agreement, is credited with at least 1,000
                    Hours of Service in such Plan Year, or (ii) terminated
                    employment as an Eligible Employee during such Plan Year on
                    or after Normal Retirement Age or Early Retirement Age or
                    by reason of death or Disability.

         2.2(b)     ALTERNATIVE.  Such Participant satisfies the alternative
         conditions specified in the Adoption Agreement.

                                      2
<PAGE>   19


         2.2(c)     MINIMUM COVERAGE REQUIREMENT.  If this Plan is adopted as a
         nonstandardized Plan and fails to satisfy the minimum coverage and
         participation requirements of Code Section 401(a)(26) and Section
         410(b) for any Plan Year beginning on and after the Final Compliance
         Date as a result of the minimum hours or last day employment
         requirements in this Section 2.2, such minimum participation and
         coverage requirements shall be retroactively amended by executing a
         new Adoption Agreement within the applicable retroactive correction
         period in the regulations or, if no such amendment is made, shall be
         satisfied as follows:

                    2.2(c)(1)     If the Plan utilizes both the minimum hours
                    and last day employment requirements:

                          2.2(c)(1)(i)     STEP 1.  Each Participant who
                          completes at least 1,000 Hours of Service without
                          regard to whether such Participant is employed on the
                          last day of the Plan Year shall be deemed to be an
                          Active Participant for such Plan Year.

                          2.2(c)(1)(ii)    STEP 2.  If the minimum
                          participation and coverage requirements are not
                          satisfied after the application of Step 1, then each
                          Participant who completes more than 500 Hours of
                          Service and who is employed on the last day of the
                          Plan Year shall be deemed to be an Active Participant
                          for such Plan Year.

                          2.2(c)(1)(iii)   STEP 3.  If the minimum
                          participation and coverage requirements are not
                          satisfied after the application of Step 1 and Step 2,
                          then each Participant who is not employed on the last
                          day of the Plan Year but who complete more than 500
                          Hours of Service in such Plan Year also be deemed to
                          be an Active Participant.

                          2.2(c)(1)(iv)(ii)STEP 4.  If the minimum
                          participation and coverage requirements are not
                          satisfied after the application of Steps 1 through 3,
                          then each Participant who satisfies the last day of
                          employment requirement also shall be deemed to be an
                          Active Participant without regard to the number of
                          Hours of Service actually completed by such
                          Participant during such Plan Year.

                    2.2(c)(2)     If the Plan utilizes only the last day
                    employment requirement, each Participant who is not
                    employed on the last day of the Plan Year but who completed
                    more than 500 Hours of Service in such Plan Year (or the
                    equivalent period described in Section 2.2(d) if the
                    "Elapsed Time" method is specified in the Adoption
                    Agreement) also shall be deemed to be an Active
                    Participant.

                    2.2(c)(3)     If the Plan utilizes only the minimum hours
                    requirement:

                          2.2(c)(3)(i)     STEP 1.  Each Participant who
                          completes more than 500 Hours of Service without
                          regard to whether such Participant is employed on the
                          last day of the Plan Year shall be deemed to be an
                          Active Participant.

                          2.2(c)(3)(ii)    STEP 2.  If the minimum
                          participation and coverage requirements are not
                          satisfied after the application of Step 1, then each
                          Participant who is

                                      3
<PAGE>   20

                          employed on the last day of the Plan Year shall
                          be deemed to be an Active Participant.

         2.2(d)     SPECIAL ELAPSED TIME EQUIVALENCY RULE.  If the "Elapsed
         Time" method is specified in the Adoption Agreement, a Participant
         shall be treated as completing more than 500 Hours of Service during
         such Plan Year for purposes of this Section 2.2 if, during such Plan
         year, the Participant completes more than

                    2.2(d)(1)     STANDARD OPTION.  91 consecutive calendar
                    days of employment, or

                    2.2(d)(2)     ALTERNATIVE.  if so specified in the Adoption
                    Agreement, 3 consecutive calendar months of employment.

2.3      ADOPTION AGREEMENT means the agreement by which the Employer adopts
this Plan.

2.4      AFFILIATE means at any time (a) any parent, subsidiary or sister
corporation which at such time is a member of a controlled group of
corporations (as defined in Code Section 414(b)) with the Employer, (b) any
trade or business, whether or not incorporated, which at such time is
considered to be under common control (as defined in Code Section 414(c)) with
the Employer, (c) any person or organization which at such time is a member of
an affiliated service group (as defined in Code Section 414(m)) with the
Employer, and (d) any other organization which at such time is required to be
aggregated with the Employer under Code Section 414(o).

2.5      ALLOCATION DATE means for a 401(k) Plan the respective dates specified
in the Adoption Agreement as of which Matching Contributions, Qualified
Matching Contributions and Qualified Nonelective Contributions, as applicable,
are made.

2.6      AVERAGE ANNUAL COMPENSATION means for a Target Benefit Plan the
average of an Employee's Compensation for the consecutive Plan Year period
specified in the Adoption Agreement during which such average is the highest,
or if such Employee's entire period of participation in the Plan is less than
the number of Plan Years so specified, the Employee's Average Annual
Compensation shall be determined by averaging (on an annual basis) the
Employee's Compensation for his or her actual period of participation.  For
purposes of determining a Participant's Average Annual Compensation for any
Plan Year beginning after the Final Compliance Date, the annual Compensation
taken into account for any prior Plan Year shall not exceed (a) for Plan Years
beginning before January 1, 1990, $200,000 and (b) for Plan Years beginning on
or after January 1, 1990, the annual Compensation limit described in Section
2.10(e) in effect for such prior Plan Year.

2.7      BENEFICIARY means for each Participant the person or persons so
designated in writing by the Participant on a properly completed Election Form.
However, if no such designation is made, if no person so designated survives
the Participant or if after checking the last known mailing address the
whereabouts of the person so designated is unknown and no death benefit claim
is submitted to the Plan Administrator by such person within one year after the
Participant's date of death, the Beneficiary shall be deemed to be (a) the
Participant's surviving Spouse, or if there is no surviving Spouse, (b) the
personal representative of such Participant in his or her fiduciary capacity,
if any has qualified within one year from the date of the Participant's death,
or if no personal representative has so qualified or remains so qualified, (c)
any person determined by a court of competent jurisdiction to be the
Participant's

                                      4
<PAGE>   21

Beneficiary for this purpose.  If a Beneficiary is not identified and located
within 3 years of the Participant's date of death, Section 9.6, MISSING
PERSON, shall control the distribution of the Participant's Account.

2.8      BOARD means (a) for any Employer which is a corporation, the Board of
Directors of such Employer and (b) for any Employer which is not a corporation,
the person or persons duly authorized to act on belief of such Employer.

2.9      CODE means the Internal Revenue Code, as amended.

2.10     COMPENSATION.

         2.10(a)    COMMON LAW EMPLOYEES.  For an Employee who is not a
         Self-Employed Individual or a Leased Employee, the term "Compensation"
         means for any determination period

                    2.10(a)(1)    STANDARD OPTION the total compensation which
                    is actually paid (in cash or other benefits) by the
                    Employer or any Participating Affiliate to such Employee
                    for such period and to the Internal Revenue Service on Form
                    W-2 as wages within the meaning of Code Section 3401(a)
                    and all other payments of compensation to such Employee
                    from the Employer or Participating Affiliate (in the course
                    of its trade or business) for which a written statement is
                    required to be furnished to the Employee under Code Section
                    6041(d), Code Section 6051(a)(3) and Code Section 6052.
                    Such Compensation shall be determined without regard to any
                    rules under Code Section 3401(a) that limit the
                    remuneration included in wages based on the nature or
                    location of the employment or the services performed (such
                    as the exception for agricultural labor in Code Section
                    3401(a)(2)), or

                    2.10(a)(2)    ALTERNATIVE. if so specified in the Adoption
                    Agreement the total compensation which is actually paid (in
                    cash or other benefits) by the Employer or any
                    Participating Affiliate to such Employee for such period
                    and which is

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

                          2.10(a)(2)(ii)  considered as compensation within the
                          meaning of Code Section 415(c)(3) as described in
                          Section 7.2(a)(2)(ii)(B),

                          2.10(a)(2)(iii)  for a nonintegrated nonstandardized
                          Plan (other than a Target Benefit Pension Plan),
                          compensation identified on the payroll records of the
                          Employer or Participating Affiliate as regular or
                          base salary or wages (whether hourly, weekly, monthly
                          annually or otherwise) and, if so specified in the
                          Adoption Agreement, overtime, bonuses, commissions,
                          and/or other specific compensation, or

                                      5
<PAGE>   22

                          2.10(a)(2)(iv)  compensation as described in Section
                          2.10(a)(1), Section 2.10(a)(2)(i) or Section
                          2.10(a)(2)(ii), reduced by all of the following items
                          (even if includable in gross income): reimbursements
                          or other expense allowances, fringe benefits (cash
                          and noncash), moving expenses, deferred compensation
                          and welfare benefits, or

         2.10(b)    SELF-EMPLOYED.  For an Employee who is a Self-Employed
         Individual, the term "Compensation" means the Employee Participant's
         Earned Income for such period.

         2.10(c)    LEASED EMPLOYEES.  All compensation paid by a leasing
         organization to a Leased Employee for personal services rendered to
         the Employer or a Participant Affiliate for such period shall be
         treated as Compensation to the extent required under Code Section
         414(n).

         2.10(d)    DETERMINATION PERIOD.  For purposes of this definition and
         unless otherwise specified in this Plan or the Adoption Agreement, the
         phrase "determination period" means

                    2.10(d)(1)    STANDARD OPTION - the Plan Year or

                    2.10(d)(2)    ALTERNATIVE - the calendar year or other 12
                    consecutive month period ending with or within the
                    Plan Year specified in the Adoption Agreement.

         2.10(e)    LIMITATION.  No more than $200,000 (as adjusted in
         accordance with Code Section 401(a)(17)) shall be taken into account
         under this Plan for any determination period beginning on or after
         January 1, 1989.  The annual Compensation limit under this Section
         2.10(e) for any determination period shall be adjusted in accordance
         with Code Section  401(a)(17) for the calendar year in which such
         determination period begins.

If the determination period is less than 12 months as a result of a short Plan
Year, the annual Compensation limit under this Section 2.10(e) shall equal the
annual limit for such determination period multiplied by a fraction, the
numerator of which is the number of full months in such period and the
denominator of which is 12.

For Purposes of this Compensation limit, the family aggregation rules of Code
Section 414(q)(6) shall be applied by aggregating only the Participant's
spouse and lineal descendants who have not reached age 19 before the end of
such determination period.  If the limit is exceeded for any determination
period as a result of the application of the family aggregation rule, the limit
shall be prorated among the individuals affected by this limit in proportion to
each such individual Participant's Compensation to for such determination
period as determined under this Section 2.10(e).  However, if this Plan is
adopted as an integrated plan, the preceding sentence shall not apply for
purposes of determining the portion of Compensation which does not exceed the
Integration Level.

         2.10(f)    SALARY REDUCTIONS.  Any amount which is contributed by the
         Employer or any Participating Affiliate pursuant to a salary reduction
         agreement which is not currently includable in an Employee
         Participant's gross income under Code Section 125, Section
         402(e)(3), Section 402(h) or Section 403(b)

                    2.10(f)(1)    STANDARD OPTION - shall be included in an
                    Employee Participant's Compensation, or

                                      6
<PAGE>   23


                    2.10(f)(2)    ALTERNATIVE - if so specified in the Adoption
                    Agreement, shall not be included in an Employee's
                    Compensation.

         2.10(g)    SPECIAL RULES.

                    2.10(g)(1)    If so specified in the Adoption Agreement, an
                    Employee's Compensation shall not include Compensation
                    which is paid to the Employee for periods ending before the
                    Entry Date on which the Employee becomes a Participant.

                    2.10(g)(2)    If this Plan is adopted as an amendment and
                    restatement of a Preexisting Plan, this definition shall be
                    effective for Plan Years beginning on or after January 1,
                    1989 unless a later effective date is specified in the
                    Adoption Agreement; provided, the $200,000 limitation of
                    Section 2.10(e) shall not be effective later than the first
                    day of the first Plan Year beginning on or after January 1,
                    1989 and any such later effective date specified in the
                    Adoption Agreement for the other provisions of this Section
                    2.10 shall not be later than the Final Compliance Date.

                    2.10(g)(3)    If so specified in the Adoption Agreement for
                    a nonstandardized Plan, a Participant's Compensation in
                    excess of the dollar amount or percentage specified in the
                    Adoption Agreement for purposes of determining the amount
                    or allocation of any contributions made by or on behalf of
                    such Participant under this Plan.

                    2.10(g)(4)    If so specified in the Adoption Agreement for
                    a nonstandardized Plan, the Compensation of a Participant
                    who is a Highly Compensated Employee shall not include the
                    specific types of Compensation specified in the Adoption
                    Agreement.

2.11     COVERED COMPENSATION means for each Participant for each Plan Year
beginning on or after January 1, 1989, the average (without indexing) of the
Taxable Wage Bases in effect under the Social Security Act for such calendar
year during the 35-year period ending with the last day of the calendar year in
which the Participant attains (or will attain) Social Security Retirement Age,
determined by assuming that the Taxable Wage Base for all future years shall be
the same as the Taxable Wage Base in effect as of the beginning of the Plan
Year.

A Participant's Covered Compensation for a Plan Year beginning after such
35-year period ending with the last day of the calendar year in which the
Participant attains Social Security Retirement Age is the Taxable Wage Base in
effect as of the beginning of the Plan Year.  A Participant's Covered
Compensation for a Plan Year beginning after such 35-year period is the
Participant's Covered Compensation for the Plan Year during which the 35-year
period ends.

However, a Participant's Covered Compensation shall automatically be adjusted
each Plan Year and any increase in a Participant's Covered Compensation shall
not result in a decrease in the Participant's accrued benefit which would be
impermissible under Code Section 411(b)(1)(G) or Section 411(d)(6).

For purposes of this Section 2.11, Social Security Retirement Age means (a)
age 65 in the case of a Participant who was born before January 1, 1938, (b)
age 66 for a Participant who was born after December 31, 1937, but before
January 1, 1955, and (c) age 67 for a Participant who was born after December
31, 1954.

                                      7
<PAGE>   24


2.12     DISABILITY OR DISABLED means an individual Participant's inability to
engage in any substantially gainful activity at the individual Participant's
customary level of compensation or competence and responsibility as an Employee
due to or mental impairment or impairments which may be expected to result in
death or to last for a continuous period of at lest 12 months as determined by
a qualified physician or other medical practitioner selected by the Plan
Administrator for this purpose in accordance with uniform and nondiscriminatory
standards.

2.13     EARLY RETIREMENT AGE means

         2.13(a)    STANDARD OPTION - the Normal Retirement Age or

         2.13(b)    ALTERNATIVE - the alternative Early Retirement Age
         specified in the Adoption Agreement.

2.14     EARNED INCOME means for any Self-Employed Individual for any period
the net earnings from self-employment (as defined in Code Section 1402(a)) for
such period from the Employer or any Participating Affiliate for which the
personal services of such Employee are a material income-producing factor,
where such net earnings are (a) determined without regard to items not included
in gross income for purposes of Chapter 1 of the Code and the deductions
properly attributable to such items, (b) determined with regard to the
deduction allowed to the Self-Employed Individual under Code Section 164(f)
for taxable years beginning after December 31, 1989, and (c) reduced by the
contributions made on behalf of such Employee to any qualified plan (as
described in Code Section 401(a)) maintained by the Employer or any
Participating Affiliate to the extent such contributions are deductible under
Code Section  404.

2.15     EFFECTIVE DATE means the effective date of the Employees adoption or
amendment of this Plan as specified in the Adoption Agreement.  However, if
this Plan is adopted as an amendment and restatement of a Preexisting Plan,
certain provisions of this Plan may be effective retroactive to Plan Years
beginning before such Effective Date or may be effective at a date later than
such Effective Date as specified in this Plan document or in the Adoption
Agreement

2.16     ELECTION FORM means the form or forms provided by or acceptable to the
Plan Administrator for making the elections and designations called for under
this Plan and no such form shall become effective unless properly completed and
timely delivered to the Plan Administrator in accordance with the terms of this
Plan and such rules as the Plan Administrator shall adopt from time to time.

2.17     ELECTIVE DEFERRAL means the nonforfeitable contribution made to the
Fund by the Employer or a Participating Affiliate on a Participant's behalf
under Section 5.3(f).

2.18     ELECTIVE DEFERRAL ACCOUNT means the subaccount established as part of
a Participant's Account to record the Participant's Elective Deferrals and the
Fund Earnings attributable to such contributions.

2.19     ELIGIBLE EMPLOYEE means

         2.19(a)    STANDARD OPTION - each Employee of the Employer or a
         Participating Affiliate other than

                                      8
<PAGE>   25
                    2.19(a)(1)    an Employee who is included in a unit of
employees covered by a collective bargaining agreement between the Employer and
employee representatives which agreement does not provide for participation in
this Plan if retirement benefits under this Plan were the subject of good faith
bargaining; provided, however, that

                          (i)     the term "employee representatives" shall not
                          include an organization more than half of whose
                          members are employees who are owners, officers or
                          executives of the Employer, and

                          (ii)    an Employee shall not be treated as covered
                          under a collective bargaining agreement if more than
                          2% of the Employees covered under such agreement are
                          "professionals" (as defined in Section 1.410(b)-9(g)
                          of the Federal Income Tax Regulations); and

                    2.19(a)(2)    an Employee who is a nonresident alien
(within the meaning of Code Section 7701(b)(1)(B) and who receives no earned
income (within the meaning of Code Section 911(d)(2)) from the Employer or
any Participating Affiliate which constitutes income from sources within the
United States (within the meaning of Code Section 861(a)(3)).

         2.19(b)    ALTERNATIVE.  If this Plan is adopted as a nonstandardized
Plan, the Employer may specify in the Adoption Agreement a category of
Employees who shall not be treated as Eligible Employees under this Plan.
However, the Plan must satisfy on a continuing basis the nondiscrimination
rules under Code Section 401(a)(4), the coverage rules under Code Section
410(b, and the minimum participation rules under Code Section 401(a)(26).

2.20     EMPLOYEE means each person who is treated as an employee of the
Employer or an Affiliate which is required to be aggregated with the Employer
under Code Section 414(b), Section 414(c), Section 414(m) or Section 414(o)
including (a) a common-law employee (whether full-time, part-time, regular,
temporary or otherwise), (b) a Self-Employed individual, (c) an Owner-Employee,
(d) a Leased Employee and (e) each person who is deemed to be an employee under
Code Section 414(o).

2.21     EMPLOYEE ACCOUNT means the subaccount established as part of a
Participant's Account to record (1) the Participant's Employee Contributions
under this Plan, (2) the Participant's nondeductible employee contributions, if
any, under a Preexisting Plan or a plan which is merged into this Plan under
Section 14.5, and (3) the Fund Earnings attributable to such contributions.
If a separate account was not maintained for contributions under other plans as
described in clause (2) above, the account balance attributable to such
contributions shall be the Participant's total account balance under such other
plans multiplied by a fraction, the numerator of which is the total amount of
the Participant's nondeductible employee contributions (less withdrawals) and
the denominator of which is the sum of the numerator and the total
contributions made by the Employer on behalf of the Participant (less
withdrawals).  For purposes of calculating such fraction, contributed amounts
used to provide ancillary benefits shall be treated as contributions and only
amounts actually distributed to the Participant (but not amounts which reflect
the cost of any death benefits) shall be treated as withdrawals.

2.22     EMPLOYEE CONTRIBUTION means any contribution made by or on behalf of a
Participant to the Fund under Section 5.3(g) that is includable in the
Participant's gross income for the year in which made.

                                      9
<PAGE>   26

2.23     EMPLOYER means the sole proprietorship, partnership or corporation
identified as the Employer in the Adoption Agreement and any successor in
interest to such organization.

2.24     EMPLOYER ACCOUNT means the subaccount established as part of a
Participants Account to record the Participants share of the Employer
Contributions and Forfeitures and the Fund Earnings attributable to such
amounts.

2.25     EMPLOYER CONTRIBUTION means the contributions made by the Employer and
by any Participating Affiliate to the Fund under Section 5.1, Section 5.2,
Section 5.3(e) or Section 5.4.

2.26     ENTRY DATE means

         2.26(a)    STANDARD OPTION.   The first day of each Plan Year and the
         first day of the 7th month in each Plan Year or

         2.26(b)    ALTERNATIVE.  The alternative Entry Date specified in the
         Adoption Agreement.

2.27     ERISA means the Employee Retirement Income Security Act of 1974, as
amended.

2.28     FAMILY MEMBERS means for any year, with respect to a Highly
Compensated Employee who is a 5% owner or who is in the group consisting of the
10 Highly Compensated Employees paid the greatest Compensation during such
year, (a) such individual Participant's spouse, (b) such individual
Participant's lineal ascendant and lineal descendants and (c) the spouses of
such lineal ascendant or descendants as determined under Code Section
414(q)(6).

2.29     FINAL COMPLIANCE DATE means the first day of the first Plan Year
beginning after December 31, 1993 or such other applicable effective date of
the final nondiscrimination and other TRA 86 regulations.

2.30     FORFEITURE means the portion of an Account of a Participant which is
deducted from such Account in accordance with the terms of this Plan.

2.31     401(K) PLAN means this Plan as adopted by entering into the
Standardized 401(k) Plan Adoption Agreement or the Nonstandardized 401(k) Plan
Adoption Agreement.

2.32     FUND means the trust fund created in accordance with this Plan and the
Trust Agreement which is part of this Plan.

2.33     FUND EARNINGS means for each period ending on a Valuation Date the
investment gains and losses (whether realized or unrealized), income and
expenses (other than expenses allocable directly to a specific Account) of the
Fund for such period as determined based on the fair market value of the assets
of the Fund on such Valuation Date,

2.34     HIGHLY COMPENSATED EMPLOYEE means a highly compensated employee within
the meaning of Code Section 414(q)(as described in Section 74(a)(5)).

2.35     INTEGRATION LEVEL means the amount of Compensation specified in the
Adoption Agreement at or below which the rate of contributions or benefits
(expressed as a percentage of such Compensation)

                                     10
<PAGE>   27

Provided under the Plan is less than the rate of contributions or benefits
(expressed as a percentage of such Compensation) provided under the Plan with
respect to Compensation above such amount.  The Integration Level for any Plan
shall not exceed the Taxable Wage Base in effect at the beginning of such Plan
Year.

2.36  LEASED EMPLOYEE means for each Plan Year beginning on or after January 1,
1987 each person who is not a common-law employee of the Employer or an
Affiliate, but who, pursuant to an agreement between the Employer or an
Affiliate ("recipient") and any other person ("leasing organization"), has
performed services for the recipient or the recipient and a related person (as
determined in accordance with code Section 414(n)(6) on a substantially
full-time basis for a period of at least one year, which services are of a type
historically performed by employees in the business field of the recipient or
related person by whom such services are being performed.  However, subject to
the rules set forth in the regulations under Code Section 414(n), such person
shall not be treated as a Leased Employee if (a) the total number of such
persons does not constitute more than 20% of the total nonhighly compensated
work force of the recipient and (b) such person is covered by a money purchase
pension plan which is maintained by the leasing organization and which provides
for (1) a nonintegrated employer contribution rate of at least 10% 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 individual Participant's gross income under Code Section 125, Section
402(e)(3), Section 402(h) or Section 403(b), (2) immediate participation and
(3) full and immediate vesting.

2.37     MATCHING ACCOUNT means the subaccount established as part of a
Participant's Account to record the Matching Contributions made on the
Participant's behalf under this Plan and the Fund Earnings attributable to such
contributions.

2.38     MATCHING CONTRIBUTION means the contribution made by the Employer and
by any Participating Affiliate to the Fund under Section 5.3(b) by reason of a
Participant's Elective Deferrals or Employee Contributions.

2.39     MAXIMUM DISPARITY RATE means

         2.39(a)    STANDARD OPTION - if the integration Level is equal to the
         Taxable Wage Base, the greater of 5.7% or the portion of the tax rate
         under Code Section 3111(a) which is attributable to old-age insurance
         as in effect on the first day of such Plan Year, and

         2.39(b)    ALTERNATIVE - if the Integration Level is less than the
         Taxable Wage Base, the applicable percentage determined in accordance
         with the following table, where

<TABLE>
                    <S>                                   <C>                     <C>
                    X   =   the greater of $10,000 or 20% of the Taxable Wage Base 
                    TWB =   the Taxable Wage Base

                    IF THE INTEGRATION LEVEL
                    IS MORE THAN                          BUT NOT MORE THAN       APPLICABLE PERCENTAGE
                        $0                                       X                       5.7%
                         X                                  80% of TWB                   4.3%
                    80% of TWB                             100% of TWB                   5.4%
</TABLE>

                                      11
<PAGE>   28

         or, if the portion of the tax rate under Code Section 3111(a) which
         is attributable to old-age insurance as in effect on the first day of
         such Plan Year is greater than 5.7%, the applicable percentage in the
         table above shall be such portion of the tax rate, proportionately
         reduced in the same manner as the 5.7% amount in the table above.

2.40     MONEY PURCHASE PENSION PLAN means this Plan as adopted by entering
into the Standardized Money Purchase Pension Plan Adoption Agreement or the
Nonstandardized Money Purchase Pension Plan Adoption Agreement.

2.41     NET PROFITS means

         2.41(a)    STANDARD OPTION -  The term "Net Profits" means

                    2.41(a)(1)    for an Employer or Participating Affiliate
                    other than a non-profit entity, the current or accumulated
                    earnings for the taxable year for which the Employer
                    contribution is made as determined before federal and state
                    taxes and contributions to this Plan or any other qualified
                    plan, or

                    2.41(a)(2)    for an Employer or Participating Affiliate
                    which is a non-profit entity, the current or accumulated
                    excess of receipts over disbursements for the fiscal year
                    for which the Employer contribution is made.

         2.41(b)    ALTERNATIVE -  The Employer may specify an alternative
         definition of Net Profits in the Adoption Agreement.

2.42     NONHIGHLY COMPENSATED EMPLOYEE means each Employee who is neither a
Highly Compensated Employee nor a Family Member.

2.43     NORMAL RETIREMENT AGE means

         2.43(a)    GENERAL.  The term "Normal Retirement Age" means

                    2.43(a)(1)    STANDARD OPTION - age 64 or

                    2.43(a)(2)    ALTERNATIVE - the alternative Normal
                    Retirement Age specified in the Adoption Agreement.

         2.43(b)    SPECIAL RULES.

                    2.43(b)(1)    MANDATORY RETIREMENT AGE.  If, consistent
                    with applicable age discriminate law, the Employer enforces
                    a mandatory retirement age, the Normal Retirement Age shall
                    be the earlier of (1) the date the Participant reaches such
                    mandatory retirement age or (2) the date the Participant
                    reaches age 65 or, if an alternative is specified in the
                    Adoption Agreement, the date the Participant reaches Normal
                    Retirement Age as specified in the Adoption Agreement.

                    2.43(b)(2)    TRANSITIONAL RULE.  If

                                      12

<PAGE>   29


                          2.43(b)(2)(i)    the normal retirement age under the
                          terms of the Preexisting Plan as in effect for Plan
                          Years beginning before January 1, 19988 was
                          determined with reference to an anniversary of the
                          date on which a Participant commenced participation
                          in such plan ("participation commencement date"),

                          2.43(b)(2)(ii)   such anniversary was later than the
                          5th anniversary of the participation commencement
                          date,

                          2.43(b)(2)(iii)  the Normal Retirement Age specified
                          in the Adoption Agreement is determined with
                          reference to an anniversary of the participation
                          commencement date, and

                          2.43(b)(2)(iv)   this transitional rule is
                          specified in the Adoption Agreement,

                          then the anniversary for any Participant whose
                          participation commencement date occurred in a Plan
                          Year beginning before January 1, 1988 shall be the
                          earlier of (A) the anniversary under the terms of the
                          Preexisting Plan, or (B) the 5th anniversary of the
                          first day of the first Plan Year beginning after
                          December 31, 1987.

2.44     OWNER-EMPLOYEE means such Self-Employed individual who is (1) a sole
proprietor of the Employer or a Participating Affiliate or (b) a partner owning
more than 10% of either the capital or profits interest of the Employer or a
Participating Affiliate.

2.45     PAIRED PLANS means (a) a combination of two or more standardized
defined contribution Plans under the Smith Barney Shearson Prototype Defined
Contribution Plan (Plan Document #05) or (b) a combination of one or more such
standardized defined contribution Plans with a standardized defined benefit
plan under the Smith Barney Shearson Prototype Defined Benefit Plan (Plan
Document #06).  However, such Plans shall be treated as Paired Plans only if
(1) such Paired Plans have the same Plan Year, and (2) no more than one such
plan is integrated with social security.

2.46     PARTICIPANT means (a) an Eligible Employee who has satisfied the
Participation Requirement specified in the Adoption Agreement and has become a
Participant in accordance with Section 4 and (b) any individual for whom an
Account continues to exist under the Plan.

2.47     PARTICIPATING AFFILIATE means (a) if this Plan is a standardized Plan,
each Affiliate of the Employer or (b) if this Plan is a nonstandardized Plan,
each Affiliate which participates in this Plan, as set forth in Section
14.1(c) of the Plan; provided, an Affiliate automatically shall cease to be a
Participating Affiliate if, and at the time, it ceases to be an Affiliate as
set forth in Section 14.6(a).

2.48     PARTICIPATION REQUIREMENT means

         2.48(a)    STANDARD OPTION - attainment of age 21 and completion of a
         waiting period equal to one Year of Service or

         2.48(b)    ALTERNATIVE - the alternative minimum age and waiting
         period requirement specified in the Adoption Agreement.

                                     13
<PAGE>   30


2.49     PLAN means this Smith Barney Shearson Prototype Defined Contribution
Plan, as adopted by the Employer in the form of a Profit Sharing Plan, a 401(k)
Plan, a Money Purchase Pension Plan or a Target Benefit Pension Plan, and as
amended from time to time in accordance with Section  14.2.

2.50     PLAN ADMINISTRATOR means

         2.50(a)    STANDARD OPTION - the Employer or

         2.50(b)    ALTERNATIVE - the person or persons designated in writing
         by the Employer as the Plan Administrator for this Plan.

2.51     PLAN YEAR means the 12 consecutive month period or the 52/53 week
period which ends on the date specified in the Adoption Agreement; provided,
however, if this Plan is adopted as a new Plan, the first Plan Year shall be
the period beginning on the Effective Date and ending on the date specified in
the Adoption Agreement.

2.52     PREEXISTING PLAN means the Employer's prior defined contribution plan
and the related trust agreement or other funding which is described in the
Adoption Agreement and which is amended and restated in the form of this Plan.

2.53     PROFIT SHARING PLAN means this Plan as adopted by entering into the
Standardized Profit Sharing Plan Adoption Agreement or the Nonstandardized
Profit Sharing Plan Adoption Agreement.

2.54     PROTOTYPE SPONSOR means Smith Barney, Harris Upham & Co. Incorporated
and any successor to such corporation.

2.55     QUALIFIED MATCHING CONTRIBUTION means the contribution made by the
Employer and by any Participating Affiliate to the Fund under Section 5.3(c)
by reason of a Participant's Elective Deferrals or Employee Contributions.

2.56     QUALIFIED MATCHING ACCOUNT means the subaccount established as part of
a Participant's Account to record the Qualified Matching Contributions made on
the Participant's behalf under this Plan and the Fund Earnings attributable to
such contributions.

2.57     QUALIFIED NONELECTIVE CONTRIBUTION means the contribution (other than
Matching Contributions, Qualified Matching Contributions and Employer
Contributions) made by the Employer and by any Participating Affiliate to the
Fund under Section 5.3(d).

2.58     QUALIFIED NONELECTIVE ACCOUNT - means the subaccount established as
part of a Participant's Account to record the Qualified Nonelective
Contributions made on the Participant's behalf under this Plan and the Fund
Earnings attributable to such contributions.

2.59     ROLLOVER ACCOUNT - means the subaccount established as part of a
Participant's Account to record the Participant's Rollover Contributions and
the Fund Earnings attributable to such contributions.

2.60     ROLLOVER CONTRIBUTION means (a) a contribution of an amount, or more
than one amount, which satisfies the applicable rollover requirements under
code Section 402 or Code Section 408 made by a Participant to

                                      14
<PAGE>   31

the Fund under Section  5.5 and (b) effective January 1, 1993, an eligible
rollover distribution which is directly transferred to the Fund on or after
such date pursuant to a Participant's election under Code Section 401(a)(31).

2.61     SELF-EMPLOYED INDIVIDUAL means an individual who is self-employed and
who receives Earned Income from the Employer or a Participating Affiliate or
who would have received such Earned Income but for the fact that the Employer
or the Participating Affiliate did not have Net Profits.

2.62     SPOUSE means the person who is lawfully married to the Participant on
the date the Participant's Account becomes payable under this Plan, or, if a
Participant dies before such date, the person who was lawfully married to such
Participant on the Participant's date of death.  However, a former spouse shall
be treated as a Spouse and a current spouse shall not be treated as the Spouse
to the extent provided under a qualified domestic relations order as described
in Code Section 414(p).

2.63     TARGET BENEFIT PENSION PLAN means this Plan as adopted by entering
into the Standardized Target Benefit Pension Plan Adoption Agreement or the
Nonstandardized Target Benefit Pension Plan Adoption Agreement.

2.64     TAXABLE WAGE BASE means for any Plan Year the contribution and benefit
base in effect under Section 230 of the Social Security Act at the beginning
of such Plan year.

2.65     TRA 86 means the Tax Reform Act of 1986 ("Act") and any other
legislation and related regulations, notices or other guidance for which
amendments are required to be made at the same time as amendments for such Act.

2.66     TRUST AGREEMENT means the trust agreement between the Employer and the
Trustee which is established as part of this Plan and which is set forth in the
attached Smith Barney Shearson Prototype Defined Contribution Plan Trust
Agreement or, if so specified in the Adoption Agreement for a 401(k) Plan, the
Smith Barney Shearson Prototype Defined Contribution Plan Alternative Trust
Agreement for 401(k) Plans.

2.67     TRUSTEE means the person or persons specified in the Adoption
Agreement who serve as the trustee for the Fund under the Trust Agreement and
any successor to such person or persons.

2.68     VALUATION DATE means (a) the last day of each Plan Year and (b) each
other date, if any, agreed upon in advance by the Employer and the Trustee,
provided the selection of such other date does not result in discrimination in
favor of Highly Compensated Employees which would be prohibited under Code
Section 401(a).

SECTION 3.     SERVICE DEFINITIONS AND RULES

The definitions and rules in this Section 3 shall apply for purposes of
measuring an Employee's service (a) for participation purposes - to determine
when the Employee has satisfied the Participation Requirement and (b) for
vesting purposes - to determine the nonforfeitable interest in his or her
Account.

3.1      HOUR OF SERVICE METHOD (STANDARD OPTION).  The definitions and rules
in this Section 3.1 shall apply unless the "Elapsed Time" method of crediting
service is specified in the Adoption Agreement.

                                      15
<PAGE>   32
         3.1(a)     BREAK IN SERVICE.

                    3.1(a)(1)     GENERAL.  The term "Break in Service" means
                    each Computation Period during which an Employee fails to
                    complete more than 500 Hours of Service.

                    3.1(a)(2)     MATERNITY/PATERNITY RULE.  Solely for
                    purposes of determining whether an Employee has a Break in
                    Service, an Employee who is absent from work for "maternity
                    or paternity reasons" and who timely furnishes proof of the
                    reason for such absence (in accordance with such
                    nondiscriminatory rules as may be established by the Plan
                    Administrator and communicated to Employees) shall be
                    credited with each Hour of Service for which the Employee
                    would otherwise have been credited but for such absence, or
                    if such Hours of Service cannot be determined, with 8 Hours
                    of Service for each day of such absence.  However, the
                    total number of Hours of Service so credited to such
                    Employee shall not exceed 501 Hours of Service.  The Hours
                    of Service so credited shall be credited to the Computation
                    Period in which such absence begins if such credit is
                    necessary to prevent a Break in Service in such Computation
                    Period or, if such credit is unnecessary, in the
                    immediately following Computation Period.  For purposes of
                    this special maternity/paternity rule, an absence for
                    "maternity or paternity reasons" means an absence (i) by
                    reason of the pregnancy of the Employee, (ii) by reason of
                    the birth of a child of the Employee, (iii) by reason of
                    the placement of a child with the Employee in connection
                    with the adoption of such child by such Employee, or (iv)
                    for purposes of caring for such child for a period
                    beginning immediately following such birth or placement.

         3.1(b)     COMPUTATION PERIOD.

                    3.1(b)(1)     GENERAL.  The term "Computation Period" for
                    purposes of determining Years of Service and Breaks in
                    Service means the applicable period described in this
                    Section 3.1(b).

                    3.1(b)(2)     VESTING.  The relevant Computation Period for
                    measuring Years of Service and Breaks in Service for
                    vesting purposes shall be

                          3.1(b)(2)(i)     STANDARD OPTION.  the Plan Year or

                          3.1(b)(2)(ii)    ALTERNATIVE.  if so specified in the
                          Adoption Agreement, (A) the 12 consecutive month
                          period which begins on the date the Employee first
                          performs an Hour of Service ("hire date") and ends on
                          the date immediately preceding the first anniversary
                          of such hire date and (B) each consecutive month
                          period thereafter beginning on each anniversary of
                          such hire date and ending on the date immediately
                          preceding the next anniversary of such date.

                    3.1(b)(3)     PARTICIPATION.  The initial Computation
                    Period for measuring Years of Service and Breaks in Service
                    for participation purposes shall be the 12 consecutive
                    month period which begins on the first day an Employee
                    first performs an Hour of Service as an Employee ("hire
                    date") and ends on the date immediately preceding the first
                    anniversary of such date.  Each subsequent Computation
                    Period shall be


                                     16
<PAGE>   33
                          3.1(b)(3)(i)     STANDARD OPTION.  each Plan Year,
                          beginning with the Plan Year which begins before the
                          first anniversary of the Employee's hire date
                          (regardless of whether the Employee is credited with
                          1,000 Hours of Service in the Employee's initial
                          Computation Period).  An Employee shall be credited
                          with two Years of Service for participation purposes
                          if the Employee completes 1,000 or more Hours of
                          Service in both the initial Computation Period and
                          the first Plan Year which begins within such initial
                          Computation Period, or

                          3.1(b)(3)(ii)    ALTERNATIVE.  if so specified in the
                          Adoption Agreement, the 12 consecutive month period
                          which begins on each anniversary of an Employee's
                          hire date and ends on the date immediately preceding
                          the next anniversary of the Employee's hire date.

                    For participation purposes, an Employee shall be credited
                    with a Year of Service

                                  3.1(b)(3)(ii)(A)      STANDARD OPTION.  on
                                  the last day of the Computation Period in
                                  which the Employee is credited with at least
                                  1,000 Hours of Service (or such lesser number
                                  of hours specified in the Adoption Agreement)
                                  or

                                  3.1(b)(3)(ii)(B)      ALTERNATIVE.  on the
                                  first date on which the Employee is credited
                                  with at least 1,000 Hours of Service (or such
                                  lesser number of hours specified in the
                                  Adoption Agreement) provided the Employee
                                  completes such specified number of
                                  Hours of Service in one Computation Period.

                    Notwithstanding the foregoing, if the Participation
                    Requirement includes a partial Year of Service, no minimum
                    number of Hours of Service shall be required for such
                    partial year and an Employee shall be credited with such
                    partial Year of Service on the date on which such partial
                    period of service is completed.

                    3.1(b)(4)     CHANGE IN COMPUTATION PERIOD.  If an
                    amendment results in a change in the Computation Period,
                    the first Computation Period established under such
                    amendment shall begin before the last day of the preceding
                    Computation Period and each Employee to whom both such
                    Computation Periods apply and who completes 1,000 or more
                    Hours of Service in both such Computation Periods shall be
                    credited with one Year of Service for each such Computation
                    Period.

         3.1(c)     HOUR OF SERVICE.

                    3.1(c)(1)     GENERAL.  The term "Hour of Service" means

                          3.1(c)(1)(i)     each hour for which an Employee is
                          paid, or entitled to payment, by the Employer or an
                          Affiliate for the performance of duties as an
                          Employee, which hours shall be credited to the
                          Employee for the relevant Computation Period in which
                          such duties are performed.


                                     17
<PAGE>   34


                          3.1(c)(1)(ii)    each hour for which an Employee is
                          paid, or entitled to payment, by the Employer or an
                          Affiliate on account of a period of time during which
                          no duties are performed (irrespective of whether the
                          employment relationship has terminated) due to
                          vacation, holiday, illness, incapacity (including
                          disability), layoff, jury duty, military duty or
                          leave of absence; provided (A) no more than 501 hours
                          shall be credited under this clause (ii) for any
                          single continuous period during which no duties are
                          performed (whether or not such period covers more
                          than one relevant Computation Period) and (B) hours
                          under this clause (iii) shall be calculated and
                          credited pursuant to Section 2530.200b-2 of the
                          Department of Labor Regulations which are
                          incorporated as part of the Plan by this reference;
                          and

                          3.1(c)(1)(iii)   each hour for which back pay,
                          irrespective of mitigation of damages, is either
                          awarded or agreed to by the Employer or an Affiliate;
                          provided (A) no credit shall be given for an hour
                          described in this clause (iii) if credit also is
                          given for such hour under clause (i) or clause (ii),
                          and (B) an hour described in this clause (iii) shall
                          be credited to the Employee for the relevant
                          Computation Period or Computation Periods to which
                          the award or agreement pertains rather than to the
                          Computation Period in which the award, agreement or
                          payment is made.

                    3.1(c)(2)     DETERMINATION.  The Employer shall determine
                    an Employee's Hours of Service.

                          (i)     STANDARD OPTION. -     by actually counting
                          hours and maintaining records which reflect the
                          actual hours work, or

                          (ii)    ALTERNATIVE. -   If so specified in the
                                  Adoption Agreement, by crediting each such
                                  Employee with

                                  3.1(c)(2)()(A)   10 Hours of Service for
                                  each day,

                                  3.1(c)(2)()(B)   45 Hours of Service for 
                                  each week.

                                  3.1(c)(2)()(C)   95 Hours of Service
                                  for each semi-monthly payroll period, or

                                  3.1(c)(2)()(D)   190 Hours of Service
                                  for each month

                          during which the Employee otherwise would be
                          credited with at least one Hour of Service.

         3.1(d)     YEAR OF SERVICE.  The term "Year of Service" means each
         Computation Period during which an Employee completes at least

                    3.1(d)(1)     STANDARD OPTION. - 1,000 Hours of Service or


                                     18
<PAGE>   35

                    3.1(d)(2)     ALTERNATIVE. - such lesser number of Hours of
                    Service specified in the Adoption Agreement.

         Notwithstanding the foregoing, if the Participation Requirement
         includes a partial Year of Service, no minimumnumber of Hours of
         Service shall be required for such partial year.

         3.1(e)     CHANGE IN SERVICE CALCULATION METHOD.  If an amendment
         changes the method of crediting service from the "Elapsed Time" method
         to the "Hours of Service" method, each Employee who was credited with
         service under the "Elapsed Time" method shall be credit with service

                    3.1(e)(1)     for the Employee's employment before the
                    Computation Period in which such amendment is adopted, as
                    determined on the basis that one Year of Service credited
                    to the Employee under the "Elapsed Time" method for such
                    employment shall equal one Year of Service under this
                    Section 3.1,

                    3.1(e)(2)     for the Employee's employment during the
                    Computation Period in which such amendment is adopted, for
                    a number of Hours of Service determined by uniformly
                    applying one of the equivalencies set forth in Section
                    3.1(c)(2)(ii) to any fractional part of a year credited to
                    the Employee under the "Elapsed Time" method as of the
                    effective date of the amendment, and

                    3.1(e)(3)     for the Employee's employment on and after
                    the effective date of the amendment, as determined under
                    the rules in this Section 3.1.

3.2      ELAPSED TIME METHOD (ALTERNATIVE).  If the "Elapsed Time" method of
crediting service is specified in the Adoption Agreement, the definitions and
rules in this Section 3.2 shall apply in lieu of the definitions and rules in
Section 3.1.

         3.2(a)     BREAK IN SERVICE.

                    3.2(a)(1)     GENERAL.  The term "Break in Service" means a
                    Period of Severance of at least 12 consecutive months.

                    3.2(a)(2)     MATERNITY/PATERNITY RULE.  If an Employee is
                    absent from service for "maternity or paternity reasons"
                    and the Employee timely furnishes proof of the reason for
                    such absence (in accordance with such nondiscriminatory
                    rules as may be established by the Plan Administrator and
                    communicated to Employees), the 12 consecutive month period
                    beginning on the first anniversary of the first date of
                    such absence shall not constitute a Break in Service.  Such
                    12 consecutive month period shall be neither a Period of
                    Severance nor a period of Service.  For purposes of this
                    special maternity/paternity rule, an absence for
                    "maternity or paternity reasons" means an absence (i) by
                    reason of the pregnancy of the Employee, (ii) by reason of
                    the birth of a child of the Employee, (iii) by reason of
                    the placement of a child with the Employee in connection
                    with the adoption of such child by the Employee, or (iv)
                    for purposes of caring for such child for a period
                    beginning immediately following such birth or placement.


                                     19

<PAGE>   36

         3.2(b)     HOUR OF SERVICE.  The term "Hour of Service" means each
         hour for which an Employee is paid, or entitled to payment, by the
         Employer or an Affiliate for the performance of duties as an Employee
         during any period of employment.

         3.2(c)     PERIOD OF SEVERANCE.  The term "Period of Severance" means
         a continuous period of time during which an Employee is not employed
         by the Employer or an Affiliate beginning on the date the Employee
         retires, quits or is discharged, or if earlier, the 12 month
         anniversary of the date on which the Employee was otherwise first
         absent from service.

         3.2(d)     PERIOD OF SERVICE.

                    3.2(d)(1)     GENERAL.  For participation purposes and for
                    vesting purposes, the term "Period of Service" means an
                    Employee's employment completed as an Employee of the
                    Employer and any Affiliate beginning on such Employee's
                    first day of employment or reemployment and ending on the
                    date a Break in Service begins.  An Employee's first day of
                    employment or reemployment shall be the first day the
                    Employee performs an Hour of Service.  A Period of Service
                    also shall include any Period of Severance of less than 12
                    consecutive months.

                    3.2(d)(2)     AGGREGATION.  An Employee's employment
                    completed in all Period of Service shall be aggregated (to
                    the extent that such service is not disregarded under
                    Section 3.7 or Section 3.8) and the number of days in
                    each Period of Service in excess of a whole year of
                    employment (or, if there is no whole year of employment in
                    any such period, the number of days in such period) shall
                    be aggregated into additional whole years of employment on
                    the assumption that 365 days equals one whole year of
                    employment.

         3.2(e)     YEAR OF SERVICE.  The term "Year of Service" means each 12
         consecutive month period of employment completed in any Period of
         Service beginning the date an Employee first completes an Hour of
         Service ("hire date") and ending on th  date immediately preceding the
         anniversary of such hire date.  Subsequent Years of Service shall 
         begin on each anniversary of the Employee's hire date and end
         on the date immediately preceding the next anniversary of such hire
         date.

         3.2(f)     CHANGE IN SERVICE CALCULATION METHOD.  If an amendment
         changes the method of crediting service from "Hour of Service" method
         to the "Elapsed Time" method, each Employee who had any service credit
         under the "Hour of Service" method shall be credited with service

                    3.2(f)(1)     See also for the Employee's employment before
                    the Computation Period in which such amendment is adopted,
                    as determined on the basis that one Year of Service
                    credited to the Employee under the "Hour of Service" method
                    for such employment shall equal one Year of Service under
                    this Section 3.2,

                    3.2(f)(2)     for the Employee's employment during the
                    Computation Period in which such amendment is adopted, as
                    determined under the rules in this Section 3.2 or, if
                    greater, as determined for such period under the "Hour of
                    Service" method as converted to Years of Service under the
                    assumption that 365 days equals one Year of Service, and

                                     20

<PAGE>   37


                    3.2(f)(3)     for the Employee's employment after the last
                    day of the Computation Period in which such amendment is
                    adopted, as determined under the rules in this Section
                    3.2.

3.3      SERVICE BEFORE EFFECTIVE DATE.  For participation purposes all periods
of employment with the Employer or an Affiliate completed before the Employer
adopted this Plan or a predecessor plan ("pre-effective date employment") shall
be included (to the extent such service is not disregarded under Section 3.7).
For vesting purposes all periods of pre-effective date employment shall be
included unless such service is disregarded under Section 3.7 or Section 3.8.
Notwithstanding the foregoing, service credit for vesting purposes
automatically shall be granted for pre-effective date employment to the extent
required by Code Section 411(a) for periods during which the Employer or an
Affiliate maintained a predecessor plan.

3.4      SERVICE WITH PREDECESSOR EMPLOYER.  All periods of employment with a
predecessor employer or employers shall be included in calculating an
Employee's service to the extent required by Code Section 414(a) if the
Employer or an Affiliate maintains a plan of such predecessor employer.
However, if the Employer or an Affiliate does not maintain a plan of such
predecessor employer, periods of employment with such predecessor employer
shall be included in calculating an Employee's service

         3.4(a)     STANDARD OPTION.  only to the extent required under
         regulations under Code Section 414(a) or

         3.4(b)     ALTERNATIVE.  only if so specified in the Adoption
         Agreement.

3.5      LEASED EMPLOYEES.  A Leased Employee shall be credited with service as
an Employee of the Employer or an Affiliate in accordance with Code Section
414(n) or Section 414(o).

3.6      SERVICE WITH AFFILIATES.  An Employee shall be credited with all
service with any Affiliate and any other entity which is required to be
aggregated with the Employer under Code Section 414(o).

3.7      SPECIAL BREAK IN SERVICE RULES.

         3.7(a)     STANDARD OPTION.  Except as provided in Section 3.7(c) and
         Section 8.2, an Employee who has a Break in Service shall be credited
         after such Break in Service for both participation and vesting
         purposes with all Years of Service completed before such Break in
         Service.

         3.7(b)     ALTERNATIVE.  In addition to the exceptions in Section
         3.7(c) and Section 8.2, the Employer may specify in the Adoption
         Agreement that certain service completed before a Break in Service may
         be disregarded under one or more of the rules set forth in this
         Section 3.7(b).

                    3.7(b)(1)     ONE YEAR HOLD-OUT RULE.  If the "One Year
                    Hold-Out Rule" is specified in the Adoption Agreement for a
                    nonstandardized Plan, an Employee who has a Break in
                    Service (two Breaks in Service if the Alternative
                    Maternity/Paternity Rule applies) shall not be credited
                    after such Break in Service for participation purposes or
                    vesting purposes with any Year of Service completed before
                    such Break in Service until the Employee completes a Year
                    of service after such Break in Service.

                                     21
<PAGE>   38

                    In applying this rule for participation purposes, such Year
                    of Service shall be measured by the Computation Period
                    which begins on an Employee's "reemployment commencement
                    date" and, if necessary, subsequent Computation Periods
                    beginning

                          3.7(b)(1)(i) with the Plan Year which includes the
                          first anniversary of the "reemployment commencement
                          date" if the standard Computation Period in Section
                          3.1(b)(3)(i) is specified in the Adoption Agreement,
                          or

                          3.7(b)(1)(ii) on anniversaries of the "reemployment
                          commencement date" if the alternative Computation
                          Period in Section 3.1(b)(3)(ii) is specified in the
                          Adoption Agreement.

                    The "reemployment commencement date" shall be the first day
                    on which the Employee is credited with an Hour of Service
                    for the performance of duties after the first Computation
                    Period in which the Employee incurs a Break in Service.  If
                    an Employee who was a Participant before his or her Break
                    in Service completes a Year of Service in accordance with
                    this provision, such Employee's participation shall be
                    reinstated as of his or her reemployment commencement date.

                    3.7(b)(2)     PRE-PARTICIPATION RULE.  If the
                    "Pre-Participation Rule" is specified in the Adoption
                    Agreement, an Employee who has a Break in Service (two
                    Breaks in Service if the Alternative Maternity/Paternity
                    Rule applies) before the Employee satisfies the
                    Participation Requirement shall not be credited for
                    participation purposes with any Year of Service completed
                    before such Break in Service.  However, this rule shall
                    only apply if the Participation Requirement for the Plan
                    requires more than one Year of Service and the vesting
                    schedule specified in the Adoption Agreement provides for
                    full and immediate vesting.

                    3.7(b)(3)     RULE OF PARITY.  If the "rule of Parity" is
                    specified in the Adoption agreement, the following rules
                    shall apply:

                          3.7(b)(3)(i)     GENERAL.  If an employee does not
                          have any nonforfeitable interest in the portion of
                          the Employee's Account which is attributable to
                          Employer contributions, the Employee's Years of
                          Service before a period of consecutive breaks in
                          Service shall not be taken into account in computing
                          service for participation or vesting purposes if the
                          number of consecutive Breaks in Service in such
                          period equals or exceeds the greater of 5 (6 if the
                          Alternative Maternity/Paternity Rule applies) or the
                          aggregate number of Years of Service completed before
                          such Breaks in Service ("pre-break service").  Such
                          pre-break service shall not include any pre-break
                          service disregarded under the preceding sentence by
                          reason of prior Breaks in Service.

                          3.7(b)(3)(ii)    PARTICIPATION.  If an Employee's
                          Years of Service are disregarded under this rule of
                          parity, the Employee shall be treated as a new
                          Employee for participation purposes.  If the
                          Employee's Years of Service are not disregarded under
                          this rule, the Employee shall continue to participate
                          in the

                                     22
<PAGE>   39

                          Plan, or, if the Employee separated from
                          service shall participate immediately upon the
                          Employee's reemployment.

                          3.7(b)(3)(iii)   VESTING.  If a Participant's Years
                          of Service are disregarded under this rule of parity,
                          the Participant's pre-break Years of Service shall be
                          disregarded, for purposes of determining the
                          Participant's nonforfeitable interest in the
                          Participant's post-break Employer Account.  If a
                          Participant's pre-break Years of Service are not
                          disregarded under this rule of parity, the
                          Participant's pre-break Years of Service shall be
                          counted for purposes of determining the Participant's
                          nonforfeitable interest in the Participant's
                          post-break Employer Account.

                    3.7(b)(4)     ALTERNATIVE MATERNITY/PATERNITY RULE.  If the
                    "Alternative Maternity/Paternity Rule" is specified in the
                    Adoption Agreement, the special Maternity/Paternity rule
                    set forth in Section 3.1(a)(2) shall not apply and the
                    minimum period of consecutive Breaks in Service required to
                    disregard any service or to deprive any Employee of any
                    right under this Plan shall be increased by one as
                    specified in the parentheticals in this Section 3.7 and in
                    Section 8.2.

         3.7(c)     VESTING ON REEMPLOYMENT AFTER BREAK IN SERVICE.  If a
         Participant has 5 or more consecutive Breaks in Service (6 or more
         consecutive Breaks in Service if the Alternative Maternity/Paternity
         Rule applies), all Years of Service completed after such Breaks in
         Service shall be disregarded for purposes of determining the
         Participant's nonforfeitable interest in the Participant's Employer
         Account and Matching Account that accrued before such Breaks in
         Service.  Accordingly, as set forth in Section 8.2, the Employer
         shall not be required to restore a Forfeiture upon such reemployment.
         Unless the Adoption Agreement specifies the Rule of Parity, both the
         Participant's pre-break service and post-break service shall count for
         purposes of determining the nonforfeitable interest in the
         Participant's post-break Employer Account and Matching Account.  If
         the Adoption Agreement specifies the Rule of Parity and the
         Participant's pre-break Years of Service are disregarded under that
         rule, then the Participant's pre-break Years of Service shall not
         count for purposes of determining the nonforfeitable interest in the
         Participant's post-break Employer Account and Matching Account.  As
         provided in Section 8.2, separate accounts shall be maintained for
         the Participant's pre-break and post-break Employer Account and
         Matching Account and such accounts shall share in Fund Earnings.

         If a Participant does not have 5 consecutive Breaks in Service (6 or
         more consecutive Breaks in Service if the Alternative
         Maternity/Paternity Rule applies), both the Participant's pre-break
         and post-break Years of Service shall count in determining the
         nonforfeitable interest in both the pre-break and post-break Employer
         Account and Matching Account balance.  However, unless the Adoption
         Agreement specifies the "Alternative to the Buy Back Rule" (as
         described in Section 8.2(b)), a Participant's pre-break Employer
         Account and Matching Account balance shall be zero unless the
         Participant repays any distribution as provided in Section 8.2(a).

3.8      SERVICE EXCLUSIONS FOR VESTING PURPOSES.

         3.8(a)     STANDARD OPTION.  An Employee shall be credited with all
         Years of Service for vesting purposes (to the extent such service is
         not disregarded under Section 3.7 and Section 8.2).

                                     23

<PAGE>   40


         3.8(b)     ALTERNATIVE.  The Employer may specify in the Adoption
         Agreement service which is expressly excluded for vesting purposes.

SECTION 4.          PARTICIPATION

GENERAL RULE.  Each Eligible Employee shall become a Participant in this Plan
on the Entry Date which coincides with or immediately follows the date on which
the Eligible Employee satisfies the Participation Requirement (provided he or
she is an Eligible Employee on such Entry Date).

4.1      SPECIAL RULES.

         4.1(a)     PREEXISTING PLAN.  Any Employee who was a participant in
         the Preexisting Plan on the date immediately preceding the Effective
         Date or who would have become a participant in the Preexisting Plan on
         the Effective Date shall become a Participant under this Plan on such
         Effective Date.  However, no contributions shall be made by or on
         behalf of such Participant unless the Participant is otherwise
         entitled to a contribution under Section 5.

         4.1(b)     REEMPLOYMENT BEFORE SATISFYING PARTICIPATION REQUIREMENTS.
         If an Employee separates from service prior to satisfying the
         Participant Requirement and is thereafter reemployed, all employment
         completed by such Employee prior to such separation shall be
         aggregated with such Employee's employment completed after
         reemployment for purposes of satisfying the Participation Requirement
         unless such prior employment is excluded under the rules set forth in
         Section 3.

         4.1(c)     REEMPLOYMENT AFTER SATISFYING PARTICIPATION REQUIREMENT.
         If any employee satisfies the Participation Requirement before he or
         she separates from service and the Employee thereafter is reemployed,
         the Employee shall become a Participant on the later of (1) the first
         day he or she completes an Hour of Service as an Eligible Employee
         upon reemployment or (2) the first Entry Date following the date on
         which he or she satisfies the Participation Requirement.  However, any
         such Employee whose prior service is disregarded under Section 3
         shall be treated as a new Employee for participation purposes.

         4.1(d)     STATUS CHANGE.  If the status of an Eligible Employee for
         whom no Account is maintained changes to that of an Employee (other
         than an Eligible Employee) and such person's status thereafter changes
         back to that of an Eligible Employee, such person shall become a
         Participant on the later of (1) the date the status changes back to
         that of an Eligible Employee or (2) the first Entry Date which
         coincides with or immediately follows the date on which he or she
         satisfies the Participation Requirement.

4.2      PARTICIPANT INFORMATION.  Each Participant shall file with the Plan
Administrator such personal information and data as the Plan Administrator
deems necessary for the orderly administration of this Plan.

4.3      NO EMPLOYMENT RIGHTS.  This Plan is not a contract of employment and
participation in this Plan shall not give any Employee or former Employee the
right to be retained in the employ of the Employer or any Affiliate or, upon
termination of such employment, to have any interest or right in the Fund other
than as expressly provided in this Plan.

                                     24

<PAGE>   41


SECTION 5.          CONTRIBUTIONS

5.1      PROFIT SHARING PLAN.  If this Plan is adopted as a Profit Sharing
Plan, the Employer Contribution made by the Employer and each Participating
Affiliate for each Plan Year shall equal such amount, if any, as the Board
determines in its discretion that the Employer and each Participating Affiliate
shall contribute for such year.  Employer Contributions under this Section 5.1
shall be made

         5.1(a)   STANDARD OPTION.  from Net Profits or

         5.1(b)     ALTERNATIVE - if so specified in the Adoption Agreement,
         without regard to Net Profits.  Notwithstanding any such election, the
         Employer intends that this Plan shall be a "profit-sharing plan" for
         purposes of the code and ERISA.

5.2      MONEY PURCHASE PENSION PLAN.  If this Plan is adopted as a Money
Purchase Pension Plan, the Employer Contribution made by the Employer and each
Participating Affiliate for each Plan Year shall be an amount equal to the sum
of the contribution for each Active Participant as determined under the formula
specified in the Adoption Agreement.  The Forfeitures for each Plan Year shall
be

         5.2(a)     STANDARD OPTION - applied to reduce the Employer
         Contribution for such Plan Year or

         5.2(b)     ALTERNATIVE - if so specified in the Adoption Agreement,
         allocated to the Employer Account of each Active Participant in
         accordance with Section 6.3(b).  Notwithstanding any such election,
         the Employer intends that this Plan shall be a "money purchase pension
         plan" for purposes of the Code and ERISA.

5.3      401(K) PLAN.

         5.3(a)     GENERAL.  If this Plan is adopted as a 401(k) Plan, the
         contributions made by the Employer and each Participating Affiliate
         shall be determined in accordance with the elections made by the
         Employer in the Adoption Agreement and the rules set forth in Section
         5.3.  Contributions made under this Section 5.3 other than Elective
         Deferrals and Employee Contributions shall be made

                    5.3(a)(1)     STANDARD OPTION - from Net Profits or

                    5.3(a)(2)     ALTERNATIVE - if so specified in the Adoption
                                  Agreement, without regard to Net Profits.

         Elective Deferrals and Employee Contributions shall be made without
         regard to Net Profits.  Notwithstanding any such election, the
         Employer intends that this Plan shall be a "profit-sharing plan" for
         purposes of the Code and ERISA.

         5.3(b)     MATCHING CONTRIBUTIONS.  If the Employer specifies in the
         Adoption Agreement that Matching Contributions shall be made to the
         Plan, the Employer and each Participating Affiliate shall make a
         Matching Contribution for each eligible Participant based on the
         Employee Contributions and Elective Deferrals made by or on behalf of
         such eligible Participant in such

                                     25
<PAGE>   42

amount and as of each Allocation Date as specified in the Adoption Agreement.
Notwithstanding the foregoing,

                    5.3(b)(1)     for Plan Years beginning on or after the
                    Final Compliance Date, no Matching Contribution shall be
                    made on account of a Participant's Elective Deferrals or
                    Employee Contributions which are Excess Elective Deferrals
                    under Section 7.3 Excess Contributions under Section 7.4
                    or Excess Aggregate Contributions under Section 7.5, and

                    5.3(b)(2)     for Plan Years beginning before the Final
                    Compliance Date, no Matching Contribution shall be made on
                    account of such excess amounts unless specified in the
                    formula for Matching Contributions set forth in the
                    Adoption Agreement.

         5.3(c)     QUALIFIED MATCHING CONTRIBUTIONS. If the Employer specified
                    in the Adoption Agreement that Qualified Matching
                    Contributions shall be made to the Plan, the Employer and
                    each Participating Affiliate shall make a Qualified
                    Matching Contribution for each eligible Participant based
                    on the Employee Contributions and Elective Deferrals made
                    by or on behalf of such eligible Participant in such amount
                    and as of each Allocation Date as specified in the Adoption
                    Agreement.  Qualified Matching Contributions shall be
                    subject to the following special rules:

                    5.3(c)(1)     the Participant may not elect to receive such
                    contributions in cash until distributed from the Plan;

                    5.3(c)(2)     such contributions shall be completely
                    nonforfeitable when made;

                    5.3(c)(3)     such contributions shall be subject to the
                    same distribution and withdrawal restrictions applicable to
                    Elective Deferrals set forth in Section 9.2(b);

                    5.3(c)(4)     for Plan Years beginning on and after the
                    Final Compliance Date, no Qualified Matching Contribution
                    shall be made on account of a Participant's Elective
                    Deferrals of employee Contributions which are Excess
                    Elective Deferrals under Section 7.3.  Excess
                    Contributions under Section 7.4 or Excess Aggregate
                    Contributions under Section 7.5; and

                    5.3(c)(5)     for Plan Years beginning before the Final
                    Compliance Date, no Qualified Matching Contribution shall
                    be made on account of such excess amounts unless specified
                    in the formula for Qualified Matching Contributions set
                    forth in the Adoption Agreement.

         5.3(d)     QUALIFIED NONELECTIVE CONTRIBUTION.  If the Employee
         specifies in the Adoption Agreement that Qualified Nonelective
         contributions shall be made to the Plan, the Employer and each
         Participating Affiliate shall make Qualified Nonelective Contributions
         for each eligible Participant in such amount and as of each Allocation
         Date specified in the Adoption Agreement.

         In addition, in lieu of distributing Excess Contributions as provided
         in Section  7.4(d) or Excess Aggregate Contributions as provided in
         Section 7.5(d) the Employer and each Participating Affiliate who is a
         Nonhighly Compensated Employee on the last day of each Plan Year, such
         amount, if any, as the Employer and each Participating Affiliate
         determine in their discretion to contribute


                                     26

<PAGE>   43
for such Plan Year to satisfy the ADP limit of Section 4(b) or the ACD limit
of Section 7.5(b), or both, pursuant to the regulations under Code Section
401(k) and Code Section 401(m).

Qualified Nonelective Contributions shall be subject to the following special
rules:

                    5.3(d)(1)     the Participant may not elect to receive such
         contributions in cash until distributed from the Plan;

                    5.3(d)(2)     such contributions shall be completely
                    nonforfeitable when made; and

                    5.3(d)(3)     such contributions shall be subject to the
                    same distribution and withdrawal restrictions applicable to
                    Elective Deferrals set forth in Section 9.2(b).

         5.3(e)     DISCRETIONARY EMPLOYER CONTRIBUTION.  If the Employer
         specifies in the Adoption Agreement that discretionary Employer
         Contributions shall be made.  The Employer Contribution made by the
         Employer and each Participating Affiliate for each Plan Year shall
         equal such amount, if any, as the Board determines in its discretion
         that the Employer and each Participating Affiliate shall contribute
         for such year.

         5.3(f)     ELECTIVE DEFERRALS.  If the Employer specifies in the
         Adoption Agreement that Elective Deferrals may be made each Participant
         who is an Eligible Employee may elect pursuant to a cash or deferred
         election that the Employer and each Participating Affiliate make
         Elective Deferrals to the Plan on the Participant's behalf in lieu of
         cash compensation for each pay period ending on any date on or after
         he or she becomes a Participant and on which he or she is an Eligible
         Employee in such amounts as specified in the Adoption Agreement.  All
         Elective Deferrals shall be made exclusively through payroll
         withholding and shall be transferred by the Employer or Participating
         Affiliate to the Trustee as son as practicable after the date such
         elective Deferrals are withheld.

         5.3(g)     EMPLOYEE CONTRIBUTIONS.  If the Employer specifies in the
         Adoption Agreement that Employee Contributions may be made, each
         Participant who is an Eligible Employee may elect to make Employee
         Contributions to the Plan for each pay period ending on any date on or
         after he or she becomes a Participant and on which he or she is an
         Eligible Employee in such amounts as specified in the Adoption
         Agreement.  All Employee Contributions shall be made exclusively
         through payroll withholding and shall be transferred by the Employer
         or Participating Affiliate to the Trustee as soon as practicable after
         the date such Employee Contributions are withheld.

         5.3(h)     ELECTION RULES AND LIMITATIONS.

                    5.3(h)(1)     GENERAL.  The Plan Administrator from time to
                    time shall establish and shall communicate in writing to
                    Participants who are Eligible Employees such reasonable
                    nondiscriminatory deadlines, rules and procedures for
                    making the elections described in this Section 5.3 as the
                    Plan Administrator deems appropriate under the
                    circumstances for the proper administration of this Plan.
                    A Participant's election shall be made on an Election Form
                    and no election shall be effective unless such Election
                    Form is properly completed and timely filed in accordance
                    with such established


                                     27

<PAGE>   44

                    deadlines, rules and procedures.  The Plan  Administrator
                    shall have the right at any time unilaterally to reduce
                    the amount or percentage of Elective Deferrals or Employee
                    Contributions elected under this Section 5.3 if the Plan
                    Administrator determines that such reduction is necessary
                    to satisfy the limitations under Section 7 of the Plan.

                    5.3(h)(2)     COMMENCEMENT OF ELECTION.  A Participant's
                    initial election to make Elective Deferrals or Employee
                    Contributions under this Section 5.3 for any period of
                    employment may be effective as early as the Entry Date on
                    which he or she becomes a Participant in the Plan.  If a
                    Participant does not make a proper election to make
                    Elective Deferrals or Employee Contributions as of such
                    Entry Date, the Participant may thereafter make an election

                          5.3(h)(2)(i)     STANDARD OPTION.  effective on
                          any date or

                          5.3(h)(2)(ii)    ALTERNATIVE.  effective only as of
                          the dates specified in the Adoption Agreement.

                    A Participant's election shall remain in effect until
                    revised or terminated in accordance with this Section
                    5.3(h).

                    5.3(h)(3)     REVISION OF ELECTION.  An election, once
                    effective, can thereafter be revised by a Participant

                          5.3(h)(3)(i)     STANDARD OPTION.  effective on
                          any date or

                          5.3(h)(3)(ii)    ALTERNATIVE.  effective only as of
                          the dates specified in the Adoption Agreement.

                    5.3(h)(4)     TERMINATION OF ELECTION.  A Participant shall
                    have the right to completely terminate an election under
                    this Section 5.3 at any time, and any such termination
                    shall become effective as of the first day of the first pay
                    period following the date he or she timely files a properly
                    completed Election form terminating such election.  Any
                    Participant whose status as an Eligible Employee terminates
                    shall be deemed to have completely terminated his or her
                    election, if any, under this Section 5.3 as of the date
                    the Participant's status as such so terminates.

                    5.3(h)(5)     RESUMPTION AFTER TERMINATION.  A Participant
                    whose election terminates may thereafter elect to resume
                    contributions under this Section 5.3

                          5.3(h)(5)(i)     STANDARD OPTION.  Effective as of
                          any date, or

                          5.3(h)(5)(ii)    ALTERNATIVE.  Effective only as of
                          the dates specified in the Adoption Agreement.

                    5.3(h)(6)     EFFECTIVE DATES OF ELECTIONS.  A
                    Participant's initial, revised or resumed election shall be
                    effective only if he or she is an Eligible Employee on the
                    effective date of such elections setforth in this Section
                    5.3(h).  Elective Deferrals and Employee


                                     28

<PAGE>   45

                    Contributions made pursuant to a Participant's
                    elections shall be withheld from Compensation which
                    otherwise would be paid on or after the effective date of
                    such election and while he or she is an Eligible Employee. 
                    Under no circumstances shall a Participant's Elective
                    Deferral election apply to defer Compensation which has
                    been paid to the Participant or which he or she is
                    currently eligible to receive (in cash or otherwise) at his
                    or her discretion.

         5.3(i)     APPLICATION OF FORFEITURES.  The Forfeitures attributable
         to Matching Contributions and Employer Contribution shall be

                    5.3(i)(1)     STANDARD OPTION.  Applied to reduce the
                    Matching Contributions, Qualified Matching Contributions
                    and Qualified Nonelective Contributions, if any, in
                    accordance with Section 6.3(c)(2)(ii)(A) or

                    5.3(i)(2)     ALTERNATIVE.  If so specified in the Adoption
                    Agreement,

                          5.3(i)(2)(i) allocated to the Employer Account or
                          Matching Account, as applicable, of each Active
                          Participant in accordance with Section
                          6.3(c)(2)(ii)(B)(l), or

                          5.3(i)(2)(ii) for a nonstandardized Plan, allocated
                          in accordance with the formula specified in the
                          Adoption Agreement.

5.4      TARGET BENEFIT PENSION PLAN.

         5.4(a)     GENERAL.  If this Plan is adopted as a Target Benefit
         Pension Plan, the Employer Contribution made by the Employer and each
         Participating Affiliate for each Plan Year shall be an amount equal to
         the sum of the contributions required to fund each Active
         Participant's "Target Benefit" specified in the Adoption Agreement.
         The Forfeitures for each Plan year shall be applied to reduce the
         Employer Contribution for such Plan Year.  Such contribution shall be
         determined as of the last day of such Plan Year.  Such contribution
         shall be determined as of the last day of such Plan Year under the
         individual level premium funding method, using the interest rate and
         mortality table specified in the Adoption Agreement, the Participant's
         age on his or her last birthday and the assumption of a constant rate
         of future Compensation, in accordance with the following:

                    5.4(a)(1)     STEP 1.  If the Participant has not reached
                    the Plan Participant's Normal Retirement Age, calculate the
                    present value of the "Target Benefit" specified in the
                    Adoption Agreement by multiplying the "Target Benefit" by
                    the product of (1) the applicable factor from Table l(a) or
                    (b), whichever is appropriate, in Exhibit A to the Adoption
                    Agreement and (2) the applicable factor from Table III(a)
                    or (b), whichever is appropriate, in Exhibit A to the
                    Adoption Agreement.  If the Participant is at or beyond the
                    Plan Participant's Normal Retirement Age, calculate the
                    present value of the "Target Benefit" specified in the
                    Adoption Agreement by multiplying the "Target Benefit" by
                    the applicable factor from Table IV(a) or (b), whichever is
                    appropriate, in Exhibit A to the Adoption Agreement.


                                     29
<PAGE>   46

                    5.4(a)(2)     STEP 2.  Calculate the excess, if any, of the
                    amount determined in Step 1 over the theoretical reserve.

                    5.4(a)(3)     STEP 3.  Amortize the result in Step 2 by
                    multiplying it by the applicable factor from Table II in
                    Exhibit A to the Adoption Agreement.  The Plan Year in
                    which the Participant attains Normal Retirement Age and for
                    subsequent Plan Years, the applicable factor is 1.0.

         5.4(b)     THEORETICAL RESERVE.  For purposes of this Section 5.4,
         the theoretical reserve is determined as follows:

                    5.4(b)(1)     A Participant's theoretical reserve as of the
                    last day of the first Plan Year in which the participates
                    in the Plan, and as of the last day of the first Plan Year
                    after any Plan Year in which the Plan either did not
                    satisfy the safe harbor in Section 1.401(a)(4)-8(b)(3) of
                    the Federal Income Tax Regulations or was not a Prior Safe
                    Harbor Plan, is zero.  In all other cases, in the first
                    Plan Year in which this theoretical reserve provision is
                    adopted or made effective, if later, as specified in the
                    Adoption Agreement ("year 1"), the initial theoretical
                    reserve is determined as follows:

                          5.4(b)(1)(i)     Calculate as of the last day of the
                          Plan Year immediately preceding year 1 the present
                          value of the "Target Benefit", using the actuarial
                          assumptions, the provisions of the Plan, and the
                          Participant's Average Annual Compensation as of such
                          date; provided, however, for a Participant who is
                          beyond Normal Retirement Age in year 1, the straight
                          life annuity factor used for such determination shall
                          be the factor applicable for such Normal Retirement
                          Age.

                          5.4(b)(1)(ii)    Calculate as of the last day
                          of the Plan Year immediately preceding year 1 the
                          present value of future Employer Contributions, i.e.,
                          the contributions due each Plan Year using the
                          actuarial assumptions, the provisions of the Plan
                          (disregarding those provisions of the Plan providing
                          for the limitations of Code Section 415 or the
                          minimum contributions under Code Section 416), and
                          the Participant's Average Annual Compensation as of
                          such date, beginning with year 1 through the end of
                          the Plan Year in which the Participant attains Normal
                          Retirement Age.

                          5.4(b)(1)(iii)   Subtract the amount determined in
                          clause (ii) from the amount determined in clause (i).

                    5.4(b)(2)     Accumulate the initial theoretical reserve in
                    Section 5.4(b)(1) and the Employer Contributions (as
                    limited by code Section 415, but without regard to any
                    required minimum contributions under Code Section 416) for
                    each Plan Year beginning in year l up through the last day
                    of the current Plan Year (excluding contributions, if any,
                    made for the current Plan Year) using the Plan's interest
                    assumption in effect for each such year.  In any Plan Year
                    following the Plan Year in which the Participant attains
                    Normal Retirement Age, the accumulation is calculated
                    assuming an interest rate of 0%.


                                     30

<PAGE>   47

                    5.4(b)(3)     The calculations in this Section  5.4(b)
                    shall be made as of the last day of each Plan 4Year, on the
                    basis of the Participant's age on his or her last birthday
                    and the interest rate in effect on the last day of the
                    prior Plan Year.

         5.4(c)     PAST SERVICE CREDITS.  If the Plan is adopted as a
         standardized Plan, upon initial adoption of this Plan or upon a Plan
         amendment which is effective on or after the Final Compliance Date, no
         more than 5 years of credit shall be granted for service completed
         before the effective date of such adoption or amendment, and any such
         past service credit shall be granted on a uniform basis to all
         Participants in the Plan on such effective date.

         5.4(d)     TRA 86 AMENDMENT.  A Participant's Account balance shall
         not be reduced as a result of an amendment to this Plan or a
         preexisting Plan to satisfy the requirements of TRA 86.  To the extent
         that contributions actually made on a Participant's behalf for Plan
         Years beginning after December 31, 1988 exceed the contributions that
         would have been required under the formula as effective for such years
         as a result of the amendment of this Plan or a Preexisting Plan to
         satisfy TRA 86, such excess shall be applied to offset contributions
         required to such Participant's Account for Plan Years beginning after
         the date such TRA 86 amendment is adopted or, if later, the date such
         TRA 86 amendment is effective consistent with ERISA Section 204(h).

         5.4(e)     SPECIAL DEFINITIONS AND RULES.  The special definitions and
         rules in this Section  5.4(e) shall apply for purposes of determine
         the Employer Contributions under a Target Benefit Pension Plan.

                    5.4(e)(1)     CUMULATIVE DISPARITY LIMIT.  For a Plan with
                    a Unit Benefit Formula, a Participant's Cumulative
                    Disparity Limit is equal to 35 minus (1) the number of the
                    Participant's Years of Participation under this Plan during
                    which this Plan did not satisfy the safe harbor for target
                    benefit plans in Section  1.401(a)(4)-8(b)(3) of the
                    Federal Income Tax Regulations or was not a Prior Safe
                    Harbor Plan, and (2) the number of years during which the
                    Participant participated in one or more qualified plans or
                    simplified employee pension plans ever maintained by the
                    Employer (other than years counted in clause (1) or counted
                    toward a Participant's total Years of Projected
                    Participation).  The Cumulative Disparity Limit shall be
                    determined taking into account only those Years of
                    Participation in this Plan beginning after December 31,
                    1988 when this Plan had an integrated benefit formula and
                    those years of participation in such other qualified plans
                    and simplified employee pensions plans beginning after
                    December 31, 1988 during which the Participant actually
                    received an allocation under an integrated defined
                    contribution plan (other than a target benefit pension
                    plan), during which the Participant was eligible to receive
                    a benefit under an integrated defined benefit pension plan
                    or an integrated target benefit pension plan), or during
                    which the Participant received an allocation or accrued a
                    benefit under a plan which imputed permitted disparity
                    pursuant to Section  1.401(a)-7 of the Federal Income Tax
                    Regulations.

                    5.4(e)(2)     CUMULATIVE DISPARITY REDUCTION.  For a Plan
                    with a Fixed Benefit Formula, the Excess Benefit Percentage
                    will further be reduced as set forth in this Section
                    5.4(e)(2) for a Participant with more than 35 "cumulative
                    disparity years."  A Participant's "cumulative disparity
                    years" consist of the sum of (1) the Participant's total
                    Years of Projected Participation, (2) the Participant's
                    Years of Participation,





                                     31
<PAGE>   48

                    during which this Plan did not satisfy the safe harbor for
                    target benefit plans in regulations Section
                    1.401(a)(4)-8(b)(3) of the Federal Income Tax Regulations
                    or was not a prior Safe Harbor Plan, and (3) the number of
                    years during which the Participant participated in one or
                    more qualified plans or simplified employee pension plans
                    ever maintained by the Employer (other than years in clause
                    (1) or (2) above); provided that the cumulative disparity
                    years shall be determined taking into account only those
                    Years of Participation in this Plan beginning after
                    December 31, 1988 when this Plan had an integrated benefit
                    formula and those years of participation in such other
                    qualified plans and simplified employee pension plans
                    beginning after December 31, 1988 during which the
                    Participant actually received an allocation under an
                    integrated defined contribution plan (other than a target
                    benefit pension plan), during which the Participant was
                    eligible to receive a benefit under an integrated defined
                    benefit pension plan (or an integrated target benefit
                    pension plan), or during which the Participant received an
                    allocation or accrued a benefit under a plan which imputed
                    permitted disparity pursuant to Section  1.401(a)-7 of the
                    Federal Income Tax Regulations.

                    If this Cumulative Disparity Reduction applies, the Excess
                    Benefit Percentage will be reduced as follows:

                                  (A)      Subtract the Participants Base
                                  Benefit Percentage from the Participants
                                  Excess Benefit Percentage (after modification
                                  as required in the Adoption Agreement for
                                  less than 35 Years of Projected
                                  Participation).

                                  (B)      Multiply the results determined in
                                  (A) by a fraction (not less than 0), the
                                  numerator of which is 35 minus the sum of the
                                  years in clauses (2) and (3) of this Section
                                  5.4(e)(2), and the denominator of which is
                                  35.

                                  (C)      The Participants Excess Benefit
                                  Percentage is equal to the sum of the result
                                  in (B) and the Participants Base Benefit
                                  Percentage, as otherwise modified in the
                                  Adoption Agreement.

                    5.4(e)(3)     CURRENT STATED BENEFIT.  Each Participants
                    Current Stated Benefit will be the product of (1) the
                    amount derived from the formula specified in the Adoption
                    Agreement, and (2) a fraction, the numerator of which is
                    the Participants number of Years of Participation from the
                    latest Fresh- Start Date (if any) through and including the
                    later of the year in which the Participant attains Normal
                    Retirement Age or the current Plan Year, and the
                    denominator of which is the Participant's total Years of
                    Projected Participation, if this Plan has not had a
                    Fresh-Start Date, such fraction will equal 1.0 for all
                    Participants.  In any event, for those Participants who
                    first participated in the Plan after the latest Fresh-Start
                    Date, such fraction will equal 1.0.  For purposes of
                    determining the numerator of the fraction described in
                    clause (2), only those current and prior years during which
                    a Participant was eligible to receive a contribution under
                    the Plan will be taken into account.





                                     32
<PAGE>   49


                    5.4(e)(4)     FRESH-START DATE.  Fresh-Start Date means the
                    last day of a Plan Year preceding a Plan Year for which
                    provisions that would affect the amount of the Current
                    Stated Benefit are amended.  If applicable, the latest
                    Fresh-Start Date-Start Date of the Plan shall be designated
                    in the Adoption Agreement.

                    5.4(e)(5)     FROZEN ACCRUED STATED BENEFIT.  A
                    Participant's Frozen Accrued Stated Benefit is determined
                    as of the Plan's latest Fresh-Start Date as if the
                    Participant terminated employment with the Employer as of
                    that date, without regard to any amendment made to the Plan
                    after that date except as permitted under regulations.

                    A Participant's Frozen Accrued State Benefit is equal to
                    the amount of the Current Stated Benefit in effect on the
                    latest Fresh-Start Date that a Participant has accrued as
                    of that date, assuming that such Current Stated Benefit
                    accrues ratably from the year in which the Participant
                    first participated in this Plan (or, if later, the
                    immediately preceding, Fresh-Start Date under this Plan)
                    through and including the Plan Year in which the
                    Participant attains Normal Retirement Age.

                    The amount of the Current Stated Benefit in effect on the
                    latest Fresh-Start Date that a Participant is assumed to
                    have ratably accrued is determined by multiplying the
                    Plan's Current Stated Benefit in effect on that date by a
                    fraction, the numerator of which is the number of Years of
                    Participation from the later of the Participant's first
                    Year of Participation in this Plan or the immediately
                    preceding Fresh-Start Date (if any) through and including
                    the year that contains the latest Fresh- Start Date, and
                    the denominator of which is the number of Years of
                    Participation from the later of the Participant's first
                    Year of Participation in this Plan or the immediately
                    preceding Fresh-Start Date (if any) through and including
                    the later of the year in which the Participant attains
                    Normal Retirement Age or the current Plan Year.  For
                    purposes of this paragraph, only those Years of
                    Participation during which a Participant was eligible to
                    receive a contribution the Plan will be taken into account.

                    If this Plan has a preceding Fresh-Start Date, each
                    Participant's Frozen Accrued Stated Benefit as of the
                    latest Fresh-Start Date will equal the sum of the amount of
                    the Current Stated Benefit in effect on the latest
                    Fresh-Start Date that a Participant is assumed to have
                    ratably accrued as of that date under the preceding
                    paragraph, and the Frozen Accrued Stated Benefit determined
                    as of the preceding Fresh-Start Date(s).

                    If (a) the Current Stated Benefit formula in effect on the
                    latest Fresh-Start Date was not expressed as a straight
                    life annuity for all the Participants, and/or (2) the
                    Normal Retirement Age for any Participant on the latest
                    Fresh-Start Date was greater than the Normal Retirement Age
                    for the Participant under the Current Stated Benefit
                    formula in effect after the latest Fresh-Start Date, the
                    Frozen Accrued Stated Benefit will be converted to an
                    actuarially equivalent straight life annuity commencing at
                    the Participant's Normal Retirement Age under the Current
                    Stated Benefit formula in effect after the latest
                    Fresh-Start Date, using the actuarial assumption in effect
                    under the Current Stated Benefit formula in effect on the
                    latest Fresh-Start Date.





                                     33
<PAGE>   50


         Notwithstanding the above, if in the immediately preceding Plan Year
         this Plan did not satisfy the safe harbor for target benefit plans in
         Section  1.401(a)(4)-8(b)(3) of the Federal Income Tax Regulations or
         was not a Prior Safe Harbor Plan, the Frozen Accrued Stated Benefit
         for any Participant in the Plan, determined for the Plan Year during
         which Section  1.401(a)(4)-8(b)(3) of the Federal Income Tax
         Regulations is satisfied until the year following the next Fresh-Start
         Date, if any, will be zero.

                    5.4(e)(6)     MAXIMUM EXCESS ALLOWANCE.  The Maximum Excess
                    Allowance is equal to the lesser of the Base Benefit
                    Percentage or

                          (1)     for a Plan with a Unit Benefit Formula, the
                          Applicable Factor determined from Table A or Table B
                          in Exhibit B to the Adoption Agreement, and

                          (2)     for a Plan with a Fixed Benefit Formula, 35
                          times the Applicable Factor determined from Table A
                          or Table B in Exhibit B to the Adoption Agreement.

                    5.4(e)(7)     OVERALL PERMITTED DISPARITY LIMIT.  If for
                    any Plan Year this Plan benefits any Participant who also
                    benefits under another qualified plan or simplified
                    employee pension plan maintained by the Employer that
                    provides for permitted disparity (or imputes permitted
                    disparity), the Current Stated Benefit for all Participants
                    under this Plan will be equal to the Excess Benefit
                    Percentage set forth in the Adoption Agreement multiplied
                    times

                          (1)     for a Plan with a Unit Benefit Formula, the
                          Participant's total Average Annual Compensation times
                          the Participant's total Years of Projected
                          Participation under the Plan up to the maximum total
                          years of Projected Participation specified in the
                          Adoption Agreement, and

                          (2)     for a Plan with a Fixed Benefit Formula, the
                          Participant's total Average Annual Compensation
                          (prorated for years less than 35).

                    If this paragraph is applicable, this Plan will have a
                    Fresh-Start Date on the last day of the Plan Year preceding
                    the Plan Year in which this paragraph is first applicable.
                    In addition, if in any subsequent Plan Year this Plan no
                    longer benefits any Participant who also benefits under
                    another plan of the Employer, this Plan will have a
                    Fresh-Start Date on the last day of the Plan Year preceding
                    the Plan Year in which this paragraph is no longer
                    applicable.

                    5.4(e)(8)     PRIOR SAFE HARBOR PLAN.  Prior Safe Harbor
                    Plan means a Plan adopted and in effect on September 19,
                    1991, that satisfied the applicable nondiscrimination
                    requirements for target benefit plans on that date and in
                    all prior periods (taking into account no amendments to the
                    Plan after September 19, 1991, other than amendments
                    necessary to satisfy Code Section  401(1).

                    5.4(e)(9)     YEAR OF PARTICIPATION means each Year of
                    service (as determined in the same manner as a Year of
                    Service for vesting purposes) completed after the
                    Participant first becomes a Participant in this Plan or the
                    Preexisting Plan.




                                     34
<PAGE>   51


                    5.4(e)(10)    YEARS OF PROJECTED PARTICIPATION.  For
                    purposes of determining a Participant's Current Stated
                    Benefit, a Participant's total Years of Projected
                    Participation under the Plan is the sum of the
                    Participant's total number of Years of Participation under
                    this Plan for the years this Plan consecutively satisfies
                    the safe harbor for target benefit plans in Section
                    1.401(a)(4)-8(b)(3) of the Federal Income Tax Regulations
                    or was a Prior Safe Harbor Plan, if applicable, projected
                    through the later of the end of the Plan Year in which the
                    Participant attains Normal Retirement Age or the end of the
                    current Plan Year.  For purposes of determining a
                    Participant's total Years of Projected Participation, only
                    those current and prior years during which a Participant
                    was eligible to receive a contribution under the Plan will
                    be taken into account.

5.5      ROLLOVER CONTRIBUTIONS.

         5.5(a)     STANDARD OPTION.  An Eligible Employee may contribute on
         his or her own behalf (or elect a direct transfer of) a Rollover
         Contribution to the Fund, provided (1) such contribution shall be made
         (or transferred) in cash or in a form which is acceptable to the
         Trustee, (2) such contribution shall be made in accordance with such
         rules as the Plan Administrator and the Trustee deem appropriate under
         the circumstances, and (3) if so specified in the Adoption Agreement,
         no Rollover Contribution may be made prior to the Entry Date on which
         the Eligible Employee becomes a Participant in this Plan.

         5.5(b)     ALTERNATIVE.  The Employer may specify in the Adoption
         Agreement that no Rollover Contributions may be made.

5.6      NO EMPLOYEE OR MATCHING CONTRIBUTIONS.  Unless this Plan is adopted as
a Section  401(k) Plan which permits Employee Contributions, no nondeductible
employee contributions or matching contributions (as defined in Code Section
401(m) shall be made to this Plan after the Plan year in which this Plan is
adopted by the Employer.  Any nondeductible employee contributions and matching
contributions made under Preexisting Plan or under this Plan (in accordance
with the preceding sentence) for Plan Years beginning after December 31, 1986
shall be subject to the nondiscrimination limitations under Code Section
401(m) as set forth in Section  7.5.

5.7      NO DEDUCTIBLE VOLUNTARY EMPLOYEE CONTRIBUTIONS.  No voluntary
deductible employee contributions shall be made to this Plan for a taxable year
beginning after December 31, 1986.  Any voluntary deductible employee
contributions made under a Preexisting Plan prior to such date shall be
maintained in a separate account under this Plan.  Such account shall be
nonforfeitable at all times and shall share in the Fund Earnings in the same
manner as described in Section 6.2.  No part of such account shall be used to
purchase life insurance.  Subject to Section  10, JOINT AND SURVIVOR ANNUITY
REQUIREMENTS (if applicable), a Participant may withdraw any part of the
Participant's voluntary deductible employee contribution account by making a
written application to the Plan Administrator.

5.8      GENERAL RULES APPLICABLE TO ALL CONTRIBUTIONS.

         5.8(a)     LIMITATIONS ON CONTRIBUTIONS.  The contributions made under
         this Section  5 and the allocation of those contributions under
         Section  6 shall be subject to the limitations set forth in the
         Adoption Agreement, this Section  5 and Section  7.





                                     35
<PAGE>   52


         5.8(b)     CODE Section  415.  The contributions for any Plan year
         shall not (based on the Employer's understanding of the facts at the
         time the contribution is made) exceed the total amount allocable for
         such year among the Accounts of all Participants in light of the
         restrictions in Code Section  415 as set forth in Section  7.2.  If a
         suspense account as described in Section  7.2(b) is in existence at
         any time during a particular Limitation Year (1) no Employer
         Contribution shall be made for such Limitation Year if (based on the
         Employer's understanding of the facts at the time the contribution is
         made) the allocation of the amount in such suspense account would be
         precluded by Code Section  415 for such Limitation Year and (2) if
         this Plan is adopted as Money Purchase Pension Plan or a Target
         Benefit Pension Plan, the Employer Contribution required under this
         Section  5 shall be reduced by the amount in such suspense account.

         5.8(c)     CODE Section  416.  If this Plan is a Top-Heavy Plan (as
         defined in Section  12) for any Plan Year, the minimum allocation
         required under Code Section  416 shall be made in accordance with
         Section  12.

         5.8(d)     LEASED EMPLOYEES.  Contributions or benefits which are
         provided by a leasing organization on behalf of a Participant who is a
         Leased Employee and which are attributable to services performed by
         such Participant for the Employer or a Participating Affiliate shall
         be credited against the contribution, if any, due to be allocated to
         such Participant under this Plan in accordance with Code Section
         414(n).

         5.8(e)     OWNER-EMPLOYEES.

                    5.8(e)(1)     GENERAL.  If this Plan provides contributions
                    or benefits for one or more Owner- Employees who control
                    the Employer or a Participating Affiliate, then

                          5.8(e)(1)(i)     if such Owner-Employee, or
                          Owner-Employees, also control one or more other
                          trades or businesses,

                                  5.8(e)(1)(i)(A)  this Plan and the plans
                                  established for such other trades or
                                  businesses shall, when viewed as a single
                                  plan, satisfy the applicable requirements of
                                  Code Section  401(a) and Code Section  401(d)
                                  for the employees of the Employer or the
                                  Participating Affiliate and such other trades
                                  or businesses, and

                                  5.8(e)(1)(i)(B)  the employees of such other
                                  trades or businesses shall be included in a
                                  plan which satisfies the applicable
                                  requirements of Code Section  401(a) and Code
                                  Section  401(d) and which provides
                                  contributions and benefits which are at least
                                  as favorable as those provided under this
                                  Plan for such Owner-Employee, or

                          5.8(e)(1)(ii)    if such Owner-Employee is covered as
                          an owner-employee (within the meaning of Code Section
                          401(c)(3)) under the plans of two or more other
                          trades or businesses which such Owner-Employee does
                          not control, then the contributions or benefits
                          provided under this Plan must be at least as
                          favorable as those provided for such Owner-Employee
                          under the most favorable plan of such other trade or
                          business.





                                     36
<PAGE>   53


                    5.8(e)(2)     CONTROL.  For purposes of this Section
                    5.8(e), an Owner-Employee, or two or more such
                    Owner-Employees, shall be considered to control a trade or
                    business if such Owner-Employee or such Owner-Employees
                    together,

                          5.8(e)(2)(i)     own the entire interest in an
                          unincorporated trade or business, or

                          5.8(e)(2)(ii)    in the case of a partnership, own
                          more than 50% of either the capital interest or the
                          profits interest in such partnership.  Such
                          Owner-Employee, or such Owner- Employees, shall be
                          treated as owning any interest in a partnership which
                          is owned, directly or indirectly, by a partnership
                          which is controlled by such Owner-Employee, or such
                          Owner- Employees, within the meaning of clause (ii).

SECTION 6.          ALLOCATIONS TO ACCOUNTS

6.1      ESTABLISHMENT AND MAINTENANCE OF ACCOUNTS.  An Account shall be
established and maintained for each Participant under the Plan and the Plan
Administrator shall establish reasonable and nondiscretionary procedures under
which (a) any Forfeitures, insurance premium payments, loans, withdrawals,
distributions and other charges properly allocable to such Account shall be
debited from such Account and (b) any insurance contract dividends, insurance
contract surrender proceeds, loan repayments and other amounts properly
allocable to such Account (other than amounts described in Section 6.2 and
Section  6.3) shall be credited to such Account.

6.2      ALLOCATION OF FUND EARNINGS.

         6.2(a)     GENERAL.  As of each Valuation Date the fair market value
         of the Fund and the Fund Earnings for the period which ends on such
         Valuation Date shall be determined.  Such Fund Earnings shall be
         allocated (and posted) among all Accounts in the proportion that the
         balance in each such Account (determined in accordance with Section
         6.2(b)) bears to the total balance in all such Accounts in order that
         each Account shall proportionately benefit from any earnings or
         appreciation in the value of the Fund assets in which such Account is
         invested or proportionately suffer any losses or depreciation in the
         value of the Fund assets in which such Account is invested.  Subject
         to Section  13, each Participant shall have a ratable interest in all
         assets of the Fund.

         6.2(b)     ALLOCATION PROCEDURES.  The Plan Administrator shall
         establish nondiscretionary allocation procedures for purposes of the
         allocation of Fund Earnings under Section  6.2(a), which procedures
         shall be set forth in writing with the records of this Plan.  If so
         specified in such procedures, the balance in each Account shall be
         determined after adjusting for all or a portion of the contributions
         and other amounts credited to or debited from such Account since the
         preceding Valuation Date.  Further, if so provided in such allocation
         procedures, Fund Earnings shall not be allocated to any forfeiture or
         to the balance in any suspense account described in Section  7.2(b).

6.3      ALLOCATION OF CONTRIBUTIONS AND FORFEITURES.  Subject to the
limitations in Section  7, the Forfeitures (and any amount deemed to be a
Forfeiture under the terms of this Plan) and the contributions shall be
allocated (and posted) in accordance with the following rules:





                                     37
<PAGE>   54


         6.3(a)     PROFIT SHARING PLAN.

                    6.3(a)(1)     NONINTEGRATED.  If this Plan is adopted as a
                    Profit Sharing Plan and the nonintegrated allocation
                    formula is specified in the Adoption Agreement, the
                    Forfeitures and the Employer Contribution for each Plan
                    Year shall be allocated (and posted) as of the last day of
                    such Plan year to the Employer Account of each Active
                    Participant in the same ratio that each Active
                    Participant's Compensation for such Plan Year bears to the
                    total Compensation for all Active Participants for such
                    Plan Year.

                    6.3(a)(2)     INTEGRATED.  If this Plan is adopted as a
                    Profit Sharing Plan and the integrated allocation formula
                    is specified in the Adoption Agreement, the Forfeitures and
                    the Employer Contributions shall be allocated (and posted)
                    as of the last day of each Plan Year to the Employer
                    Account of each Active Participant in accordance with the
                    following:

                          6.3(a)(2)(i)     STEP ONE.  First, the lesser of (A)
                          the sum of the Employer Contribution and Forfeitures
                          for such Plan Year or (B) the Integration Amount for
                          such Plan Year shall be allocated to the Employer
                          Account of each Active Participant in the same ratio
                          that the sum of the total Compensation and Excess
                          Compensation of each Active Participant for such Plan
                          Year bears to the sum of the total Compensation and
                          Excess Compensation of all Active Participants in
                          such Plan Year.

                          6.3(a)(2)(ii)    STEP TWO.  Second, the remaining
                          Employer Contribution and the Forfeitures, if any,
                          for such Plan Year shall be allocated to the Employer
                          Account of each Active Participant (whether or not he
                          or she had Excess Compensation) in the same ratio
                          that each Active Participant's total Compensation for
                          such Plan Year bears to the total Compensation of all
                          Active Participants for such Plan Year.

                          6.3(a)(2)(iii)   SPECIAL DEFINITIONS.  For purposes
                            of this Section  6.3(a)(2),

                          6.3(a)(2)(iii)(A)        "Integration Amount" means
                          the product of (1) the total Compensation and the
                          total Excess Compensation of all Active Participants
                          and (2) the Integration Percentage specified in the
                          Adoption Agreement, but in no event shall the
                          Integration Percentage exceed the Maximum Disparity
                          Rate for any Plan Year beginning after December 31,
                          1988.

                          6.3(a)(2)(iii)(B)        "Excess Compensation" means
                          the amount, if any, of a Participant's Compensation
                          for such Plan Year which exceeds the Integration
                          Level for such Plan Year.

                          6.3(a)(2)(iv) TOP-HEAVY. If this Plan is a Top-Heavy
                          Plan for any Plan Year, the allocation formula in
                          Section  12.3(h)(1) shall apply in lieu of the
                          formula in this Section  6.3(a)(2) for such Plan
                          Year.





                                     38
<PAGE>   55


         6.3(b)     MONEY PURCHASE PENSION PLAN.  If this Plan is adopted as a
         Money Purchase Pension Plan, the Forfeitures and the Employer
         Contribution made under Section  5.2 (as adjusted, if applicable, in
         accordance with Section  12.3(h)(2) for a Top-Heavy Plan) shall be
         allocated (and posted) as of the last day of each Plan Year to the
         Employer Account of each Active Participant in accordance with the
         formula specified in the Adoption Agreement.  If Forfeitures are
         applied to reduce the Employer Contribution and the Forfeitures
         available under Section  8.2(e) for any Plan year exceed the
         contribution specified in the Adoption Agreement for such Plan Year,
         such excess shall be held in a separate account and shall be applied
         in full as a Forfeiture to offset such contributions in the future
         until such account is exhausted under this Section 6.3(b).  If
         Forfeitures are to be allocated to Active Participants, such
         Forfeitures shall be allocated (and posted) to the Employer Account of
         each Active Participant in the same ratio that such Active
         Participant's Compensation for such Plan Year bears to the total
         Compensation of all such Active Participants for such Plan Year.

         6.3(c)     401(K) PLAN.  If this Plan is adopted as a 401(k) Plan,
         Forfeitures and contributions made under Section  5.3 shall be
         allocated (and posted) in accordance with the following:

                    6.3(c)(1)     ELECTIVE DEFERRALS AND EMPLOYER
                    CONTRIBUTIONS.  Elective Deferrals made on a Participant's
                    behalf for the period ending on each Valuation Date shall
                    be credited to the Participant's Elective Deferral Account
                    as of such Valuation Date and the Employer Contributions
                    made by a Participant for such period shall be credited to
                    the Participant's Employee Account as of such Valuation
                    Date.

                    6.3(c)(2)     MATCHING CONTRIBUTIONS AND QUALIFIED MATCHING
                      CONTRIBUTIONS.

                          6.3(c)(2)(i)     ALLOCATION.  Matching Contributions
                          and Qualified Matching Contributions made on a
                          Participant's behalf shall be credited to the
                          Participant's Matching Account and Qualified Matching
                          Account, respectively,

                                  6.3(c)(2)(i)(A)  STANDARD OPTION.  as of the
                                    last day of each Plan Year or

                                  6.3(c)(2)(i)(B)  ALTERNATIVE.  only as of
                                  each Allocation Date specified in the
                                  Adoption Agreement.

                          6.3(c)(2)(ii)    FORFEITURES.  Forfeitures
                          attributable to Matching Accounts shall be allocated
                          or applied in accordance with the following rules:
                          provided, no Forfeitures attributable to Excess
                          Aggregate Contributions under Section  7.5(d) shall
                          be allocated to the Account of any Highly Compensated
                          Employee:

                                  6.3(c)(2)(ii)(A)       FORFEITURES TO REDUCE
                                  MATCHING CONTRIBUTION (STANDARD OPTION).
                                  Forfeitures attributable to Matching Accounts
                                  shall be applied to reduce the Matching
                                  Contributions for the applicable Allocation
                                  Date (as specified in Section  8.2 and the
                                  Adoption Agreement).  If the Forfeitures
                                  exceed the Matching Contribution specified in
                                  the Adoption Agreement for any Allocation
                                  Date, such excess shall be held in a separate
                                  account and shall be applied in full as a
                                  Forfeiture to offset




                                     39
<PAGE>   56

                                  Matching Contributions as of the next
                                  Allocation Date (and succeeding Valuation
                                  Dates) until such account is exhausted under
                                  this Section  6.3(c)(2).

                                  6.3(c)(2)(ii)(B)           FORFEITURES TO BE
                                  ALLOCATED (ALTERNATIVE).  If so specified in
                                  the Adoption Agreement, Forfeitures
                                  attributable to Matching Accounts shall be
                                  allocated (and posted)

                                        (I)     as of the last day of such Plan
                                        year to the Matching Account of
                                        eachActive Participant in the same
                                        ratio that such Active Participant's
                                        Compensation for such Plan Year
                                        bears to the total Compensation of
                                        all such Active Participants for
                                        such Plan Year, or

                                        (II)    in accordance with the formula
                                        specified in the Adoption Agreement
                                        for a nonstandardized Plan.

                    6.3(c)(3)     QUALIFIED NONELECTIVE CONTRIBUTIONS.
                    Qualified Nonelective Contributions made on behalf of a
                    Participant shall be credited to the Participant's
                    Qualified Nonelective Account

                          (i)     STANDARD OPTION.  as of the last day of each
                    Plan Year or

                          (ii)    ALTERNATIVE.  only as of each Allocation Date
                    specified in the Adoption Agreement.

                    6.3(c)(4)     DISCRETIONARY EMPLOYER CONTRIBUTION.

                          (i)     ALLOCATION.  As of the last day of each Plan
                          Year, the Employer Contribution, if any, for such
                          Plan Year shall be allocated (and posted) to the
                          Employer Account of each Active Participant

                                  (A)      STANDARD OPTION.  in the
                                  nonintegrated method described in Section
                                  6.3(a)(1).

                                  (B)      ALTERNATIVE.  If so specified in the
                                  Adoption Agreement, in the integrated method
                                  described in Section  6.3(a)(2).

                          (ii)    FORFEITURES.  Forfeitures attributable to
                          Employer Accounts shall be allocated or applied in
                          accordance with the following:

                                  (A)      STANDARD OPTION.  Forfeitures
                                  attributable to Employer Accounts shall be
                                  allocated (and posted) as of the last day of
                                  each Plan Year to the Employer Account of
                                  each Active Participant in the same manner as
                                  the Employer Contribution under Section
                                  6.3(c)(4)(i).

                                  (B)      ALTERNATIVE.  If so specified in the
                                  Adoption Agreement, Forfeitures attributable
                                  to Employer Accounts shall be





                                     40
<PAGE>   57

                                        (I)     applied to reduce Matching
                                                Contributions, Qualified       
                                                Matching Contributions, and    
                                                Qualified Nonelective          
                                                Contributions, for the         
                                                applicable Allocation Date     
                                                (as specified in Section  8.2  
                                                and the Adoption Agreement)    
                                                and succeeding Allocation      
                                                Dates, if necessary, or        

                                        (II)    allocated (and posted) in
                                                accordance with the formula
                                                specified in the Adoption
                                                Agreement for a
                                                nonstandardized Plan.

         6.3(d)     TARGET BENEFIT PENSION PLAN.  If this Plan is adopted as a
         Target Benefit Pension Plan, the Forfeitures and the Employer
         Contribution actually made under Section  5.4 for each Plan Year shall
         be allocated (and posted) as of the last day of each Plan Year to the
         Employer Account of each Active Participant as specified in the
         Adoption Agreement.  The Forfeitures for each Plan Year shall be
         applied to reduce the Employer Contribution for such Plan Year.  If
         Forfeitures for any Plan Year exceed the Employer Contributions
         determined under Section  5.4 for such Plan Year, such excess shall be
         held in a separate account and shall be applied in full to offset
         Employer Contributions in the future until such account is exhausted
         under this Section  6.3(d).

         6.3(e)     TOP-HEAVY MINIMUM ALLOCATION.  If this Plan is a Top-Heavy
         Plan (as defined in Section  12), the minimum allocation required to
         be made under this Plan under Section  12.3, if any, shall be
         allocated (and posted) as of the last day of the Plan Year (1) to the
         Employer Account of each Participant who is not an Active Participant
         but for whom a minimum allocation is required under Section  12.3 and
         (2) to each Active Participant for whom a minimum allocation is
         required to be made in this Plan under Section  12.3 to the extent
         such minimum allocation is not otherwise satisfied by the allocation
         under this Section  6.3.  If this Plan is adopted as a Profit Sharing
         Plan, the minimum allocation may be made by reallocating the Employer
         Contributions and Forfeitures allocated under Section  6.3(a) in a
         manner which satisfies this Section  6.3(e) or by contributing an
         additional amount which will be allocated in accordance with this
         Section  6.3(e).  If this Plan is adopted as a Money Purchase Pension
         Plan, a Target Benefit Pension Plan or a 401(k) Plan, an additional
         Employer Contribution shall be made to satisfy this Section  6.3(e).

         6.3(f)     ROLLOVER CONTRIBUTIONS.  Rollover Contributions made by a
         Participant during the period ending on each Valuation Date shall be
         credited to the Participant's Rollover Contribution Account as of such
         Valuation Date.

6.4      ALLOCATION REPORT.  The Plan Administrator shall maintain records of
the allocations and adjustments made to Accounts under this Section  6 and
shall at least annually prepare and forward to each such Participant and
Beneficiary a statement which shows the new balance in such person's Account.

6.5      ALLOCATION CORRECTIONS.  If an error or omission is discovered in any
Account, then as of this first Valuation Date in the Plan Year in which the
error or omission is discovered, the Plan Administrator shall make (and post)
an adjustment to such Account as the Plan Administrator deems necessary to
remedy in an equitable manner such error or omission.





                                     41
<PAGE>   58


SECTION 7.          STATUTORY LIMITATIONS ON ALLOCATIONS.

7.1      EFFECTIVE DATE.  Except as otherwise expressly provided, this Section
7 shall be effective retroactive to Plan Years beginning on or after January 1,
1987.

7.2      LIMITATIONS ON ANNUAL ADDITIONS UNDER CODE Section  415.

         7.2(a)     SPECIAL DEFINITIONS.  For purposes of this Section  7.2 the
         terms defined in this Section  7.2(a) shall have the meanings shown
         opposite such terms.

                    7.2(a)(1)     ANNUAL ADDITIONS means for each Participant
                    for any Limitation Year

                          (i)     the sum of the employer contributions,
                          forfeitures, and nondeductible employee contributions
                          creditable (without regard to the application of this
                          Section  7.2) to the Participant's account under this
                          Plan or under any other defined contribution plan
                          (including Master or Prototype Plan and any defined
                          benefit plan which provides for employee
                          contributions) maintained by the Employer for such
                          Limitation Year; and for this purpose, any Excess
                          Amount allocated under Section  7.2(b), any Excess
                          Elective Deferrals under Section  7.3 (unless such
                          excess is distributed by the deadline set forth in
                          Section  7.3(d), any Excess Contributions under
                          Section  7.4 and any Excess Aggregate Contributions
                          under Section  7.5 shall be considered Annual
                          Additions for such Limitation Year;

                          (ii)    amounts allocated on behalf of such
                          Participant after March 31, 1984 to an individual
                          medical account (as defined in Code Section
                          415(1)(2)) which is part of a pension or annuity plan
                          maintained by the Employer; and

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

                          (iv)    allocations under a simplified employee
                          pension (as defined in Code Section  408(k).
               
                    7.2(a)(2)     COMPENSATION means for a Self-Employed
                    Individual, such individual's Earned Income, and for each
                    other Employee

                          (i)     STANDARD OPTION.  Compensation reportable on
                          Form W-2 as defined in Section 2.10(a)(1), or

                          (ii)    ALTERNATIVE.  If so specified in the Adoption
                          Agreement,

                                  (A)      compensation subject to withholding
                          as defined in Section  2.10(a)(2)(i), or




                                     42
<PAGE>   59


                                  (B)      the Employee's wages, salaries, fees
                                  for professional services and other amounts
                                  received (without regard to whether or not an
                                  amount t 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
                                  includable in gross income during the
                                  Limitation year (including but not limited to
                                  commissions paid salesmen, compensation for
                                  services on the basis of a percentage of
                                  profits, commissions on insurance premiums,
                                  tips, bonuses, fringe benefits and
                                  reimbursements or other expense allowances
                                  under a nonaccountable plan as described in
                                  Section  1.62-2(c) of the Federal Income Tax
                                  Regulations).  Compensation shall not include
                                  the following:

                                        (I)     Employer contributions to a
                                        plan of deferred compensation which    
                                        are not includable in the              
                                        Participant's gross income for the     
                                        taxable year in which contributed,     
                                        or Employer contributions under any    
                                        simplified employee pension plan, or   
                                        any distributions from a plan of       
                                        deferred compensation;                 

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

                                        (III)   amounts realized from the sale,
                                        exchange or other disposition of
                                        stock acquired under a qualified
                                        stock option; and
                                     
                                        (IV)    other amounts which receive
                                        special tax benefits, or
                                        contributions made by the Employer
                                        (whether or not under a salary
                                        reduction agreement) towards the
                                        purchase of an annuity contract
                                        described in Code Section  403(b)
                                        (whether or not the contributions
                                        are actually excludable from the
                                        gross income of the Participant).

For purposes of applying the limitations of this Section  7.2, an Employee's
Compensation for Limitation Years beginning on and after the Final Compliance
Date shall not include any Compensation which is accrued for such Limitation
Year.

However, for purposes of applying the limitations of this Section  7.2 to a
Participant in a defined contribution plan who is permanently and totally
disabled (as defined in Code Section  22(e)(3), the term "Compensation" shall
mean the compensation such Participant would have received for the Limitation
Year if the Participant had been paid at the Participant's rate of Compensation
(as defined in this Section  7.2(a)(2) paid immediately before becoming
permanently and totally disabled, and, further, 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.

                    7.2(a)(3)     DEFINED BENEFIT FRACTION means a fraction,
                    (i) the numerator of which shall be the sum of the
                    Participant's Projected Annual Benefits under all defined
                    benefit





                                     43
<PAGE>   60

                    plans (whether or not terminated) maintained by the
                    Employer, and (ii) the denominator of which shall be the
                    lesser of (A) 125% of the dollar limitation determined for
                    the Limitation Year under Code Section  415(b) and Section
                    415(d) or (B) 140% of the Participant's Highest Average
                    Compensation, including any adjustments under Code Section
                    415(b).  However, if the Participant was a participant as
                    of the first day of the first Limitation Year beginning
                    after December 31, 1986 in one or more defined benefit
                    plans maintained by the Employer which were in existence on
                    May 6, 1986 and which individually and in the aggregate
                    satisfied the requirements of Code Section  415 for all
                    Limitation Years beginning before January 1, 1987, the
                    denominator of such fraction shall be not less than 125% of
                    the sum of the annual benefits under such plans which the
                    Participant had accrued as of the end of the last
                    Limitation Year beginning before January 1, 1987
                    disregarding any changes in the terms and conditions in the
                    plan after May 5, 1986.  Notwithstanding the foregoing,
                    "100%" shall be substituted for "125%" in any Limitation
                    Year for which this Plan is a Top-Heavy Plan (as defined in
                    Section  12) unless otherwise specified in the Adoption
                    Agreement.

                    7.2(a)(4)     DEFINED CONTRIBUTION DOLLAR LIMITATION means
                    for each Limitation Year the greater of (i) $30,000 or (ii)
                    one-fourth of the defined benefit dollar limitation under
                    Code Section  415(b)(1) as in effect for such Limitation
                    Year.

                    7.2(a)(5)     DEFINED CONTRIBUTION FRACTION means a
                    fraction, (i) the numerator of which shall (subject to the
                    adjustment rules set forth below) be the sum of the Annual
                    Additions credited to the Participant's accounts under all
                    defined contribution plans (whether or not terminated)
                    maintained by the Employer for the current and all prior
                    Limitation Years (including the Annual Additions
                    attributable to the Participant's nondeductible employee
                    contributions to all defined benefit plans, whether or not
                    terminated) maintained by the Employer and the Annual
                    Additions attributable to all welfare benefit funds (as
                    described in Code Section  419(e) and all individual
                    medical accounts (as described in Code Section  415(l)(2)
                    maintained by the Employer and (ii) the denominator of
                    which shall be the sum of the Maximum Aggregate Amounts for
                    the current and all prior Limitation Years of service with
                    the Employer (without regard to whether a defined
                    contribution plan was maintained by the Employer).  The
                    numerator of such fraction shall be adjusted if the
                    Participant was a participant as of the first day of the
                    first Limitation Year beginning after December 31, 1986 in
                    one or more defined contribution plans maintained by the
                    Employer which were in existence on May 6, 1986 and the sum
                    of this fraction and the Defined Benefit Fraction would
                    otherwise exceed 1.0 under the terms of this Plan.  The
                    adjustment shall be made by taking an amount equal to the
                    product of (A) the excess of the sum of the fractions over
                    1.0 times (B) the denominator of this fraction, and by
                    permanently subtracting such product from the numerator of
                    this fraction.  The adjustment shall be calculated using
                    the fractions as they would be computed as of the end of
                    the last Limitation Year beginning before January 1, 1987
                    and disregarding any changes in the terms and conditions of
                    the Plan made after May 5, 1986 but using the Code Section
                    415 limitation applicable to the first Limitation Year
                    beginning on or after January 1, 1987.  The Annual Addition
                    for any Limitation year beginning before January 1, 1987
                    shall not be computed to treat all employee contributions
                    as an Annual Addition.





                                     44
<PAGE>   61


                    7.2(a)(6)     EMPLOYER means the Employer that adopts this
                    Plan and all members of a controlled group of corporations
                    (as defined in Code Section  414(b) as modified by Code
                    Section  415(h)), all commonly controlled trades or
                    businesses (as defined in Code Section  414(c) as modified
                    by Code Section  415(h) or affiliated service groups (as
                    defined in Code Section  414(m) of which the adopting
                    Employer is a part and any other entity required to be
                    aggregated with the Employer pursuant to the regulations
                    under Code Section  414(o).

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

                    7.2(a)(8)     HIGHEST AVERAGE COMPENSATION means the
                    Participant's average Compensation for the three
                    consecutive Plan Years of employment with the Employer
                    (without regard to whether such Plan Years were before the
                    Effective Date) that produces the highest average.

                    7.2(a)(9)     LIMITATION YEAR means

                          7.2(a)(9)(i)     STANDARD OPTION.  the Plan Year or

                          7.2(a)(9)(ii)    ALTERNATIVE.  the alternative 12
                          consecutive month period specified in the Adoption
                          Agreement.

                    All qualified plans maintained by the Employer must use the
                    same Limitation Year.  If the Limitation Year is amended to
                    a different 12 consecutive month period, the new Limitation
                    Year must begin on a date within the Limitation Year in
                    which the amendment is made.

                    7.2(a)(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.

                    7.2(a)(11)    MAXIMUM AGGREGATE AMOUNT means for any
                    Limitation Year the lesser of (i) 125% of the dollar
                    limitation determined under Code Section  415(c)(1)(A) or
                    (ii) 35% of the Participant's Compensation for such year.
                    Notwithstanding the foregoing, "100%" shall be substituted
                    for 125% in any Limitation year for which this Plan is a
                    Top-Heavy Plan (as defined in Section  12) unless otherwise
                    specified in the Adoption Agreement

                    7.2(a)(12)    MAXIMUM PERMISSIBLE AMOUNT means the lesser
                    of (i) the Defined Contribution Dollar Limitation or (ii)
                    25% of a Participant's Compensation for the Limitation
                    Year; provided,

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





                                     45
<PAGE>   62


                                  (B)      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
                                  shall not exceed the Defined Contribution
                                  Dollar Limitation multiplied by a fraction,
                                  the numerator of which shall be the number of
                                  months in the short Limitation Year and the
                                  denominator of which shall be 12.

                    7.2(a)(13)    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 a Participant would be
                    entitled under the terms of a defined benefit plan assuming

                          (i)     the Participant will continue employment
                          until normal retirement age under the plan (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.

         7.2(b)     LIMITATION IF NO OTHER PLANS.  If a Participant does not
         participate in, and has never participated in, another qualified plan
         maintained by the Employer or a welfare benefit fund (as described in
         Code Section 419(e) or individual medical account (as described in
         Code Section  415(l)(2) maintained by the Employer which provides an
         Annual Addition sa defined in Section  7.2(a)(1) or a simplified
         employee pension (as defined in Code Section  408(k)) maintained by
         the Employer, the amount of Annual Additions which actually may be
         credited to the Account of any Participant for any Limitation Year
         shall not exceed the lesser of the Maximum Permissible Amount or any
         other limitation set forth in this Plan.  If the Employee Contribution
         that would otherwise be credited to the Participant's Account would
         cause the Annual Additions for the Limitation Year to exceed the
         Maximum Permissible Amount, such amount shall be reduced so that the
         Annual Additions actually credited for the Limitation Year shall equal
         the Maximum Permissible Amount.  If pursuant to Section  7.2(f) or as
         a result of the allocation of Forfeitures a Participant's Annual
         Additions under this Plan would result in an Excess Amount, such
         Excess Amount shall be disposed of as follows:

                    7.2(b)(1)     PROFIT SHARING PLAN.  If this Plan is adopted
                      as a Profit Sharing Plan,

                          7.2(b)(1)(i)     such Excess Amount shall be deemed a
                          Forfeitures which shall be allocated and reallocated
                          as provided in Section  6.3(a) subject to the
                          restrictions of this Section  7.2 among the Employer
                          Accounts of the remaining Active Participants until
                          such amount has been allocated in its entirety; and

                          7.2(b)(1)(ii)    if the restrictions in this Section
                          7.2 apply before such amount has been reallocated in
                          its entirety, as the final allocation step, such
                          unallocable Excess Amount shall be transferred to a
                          suspense account.

                    7.2(b)(2)     MONEY PURCHASE PENSION PLAN OR TARGET BENEFIT
                    PENSION PLAN.  If this Plan is adopted as a Money Purchase
                    Pension Plan or Target Benefit Pension Plan,





                                     46
<PAGE>   63

                          7.2(b)(2)(i)     STANDARD OPTION.  such Excess Amount
                          shall be held unallocated in a suspense account which
                          shall be applied to offset future Employer
                          Contributions for Active Participants in the next
                          Limitation Year (and in each succeeding Limitation
                          Year, if necessary).

                          7.2(b)(2)(ii)    ALTERNATIVE.  if so specified in the
                            Adoption Agreement,

                                  7.2(b)(2)(ii)(A)       for any Participant
                                  who is an Active Participant at the end of
                                  the Limitation Year, such Excess Amount shall
                                  be held unallocated in a suspense account
                                  which shall be applied to offset the Employer
                                  Contribution for such Active Participant in
                                  the next Limitation Year (and in each
                                  succeeding Limitation Year, if necessary);
                                  and

                                  7.2(b)(2)(ii)(B)       for any Participant 
                                  who is not an Active Participant
                                  at the end of such Limitation Year, such
                                  Excess Amount shall be held unallocated in a
                                  suspense account which shall be applied to
                                  offset future Employer Contributions for all
                                  remaining Active Participants in the next
                                  Limitation Year (and in each succeeding
                                  Limitation Year if necessary).

                    7.2(b)(3)     401(K) PLAN. If this Plan is adopted as a
                    401(k) Plan, any Elective Deferrals and Employee
                    Contributions made by the Participant during the Limitation
                    Year (and, to the extent required under regulations, gains
                    attributable to such Employee Contributions) shall be
                    refunded to the extent such refund would reduce the Excess
                    Amount and, if an Excess Amount still exists after such
                    refund,

                          7.2(b)(3)(i)     any such Excess Amount which is
                          attributable to discretionary Employer Contributions
                          shall be disposed of in the same manner as an Excess
                          Amount under a Profit Sharing Plan as described in
                          Section  7.2(b)(1), and

                          7.2(b)(3)(ii)    any such Excess Amount which is
                          attributable to a Matching Contribution, Qualified
                          Nonelective Contribution or Qualified Matching
                          Contribution shall be held unallocated in a suspense
                          account which shall be used to offset future Matching
                          Contributions, Qualified Nonelective Contributions or
                          Qualified Matching Contributions in the next
                          Limitation Year (and in each succeeding Limitation
                          Year if necessary).

                    7.2(b)(4)     SUSPENSE ACCOUNT.  A suspense account
                    established pursuant to this Section  7.2(b) shall not be
                    subject to any allocation of Fund Earnings under Section
                    6.2, and the balance of such account shall be returned to
                    the Employer in the event this Plan is terminated prior to
                    the date such account has been allocated in its entirety as
                    a Forfeiture.  In no event shall Excess Amounts be
                    distributed to Participants or former Participants.

         7.2(c)     LIMITATION IF OTHER DEFINED CONTRIBUTION MASTER OR
         PROTOTYPE PLAN.  This Section  7.2(c) applies if, in addition to this
         Plan, a Participant is covered under another defined contribution
         Master or Prototype Plan maintained by the Employer or a welfare
         benefit fund (as described in Code Section  419(c)) or an individual
         medical account (as described in Code Section  415(l)(2) maintained by





                                     47
<PAGE>   64

         the Employer which provides for an Annual Addition as defined in
         Section  7.2(a)(1)) or a simplified employee pension (as defined in
         Code Section  408(k)) maintained by the Employer during any Limitation
         Year.  The Annual Additions which may be credited to a Participant's
         Account 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 account under such other defined
         contribution Master or Prototype Plan and welfare benefit funds for
         the same Limitation Year.

                    7.2(c)(1)     If for any Limitation Year (1) the Employer
                    also maintains another defined contribution Paired Plan,
                    (2) the Employer does not maintain any other defined
                    contribution Master or Prototype Plan (other than such
                    Paired Plan) and (3) a Participant's Annual Additions under
                    such Paired Plans would result in an Excess Amount for such
                    Limitation Year, the allocation adjustment required to
                    satisfy the limitations of Code Section  415 shall be made
                    under such Plans in the following order:

                          (i)     STANDARD OPTION.  first, under the Profit
                          Sharing Plan, if any; second under the Money Purchase
                          Pension Plan, if any; third, under the Target Benefit
                          Pension Plan, if any; and finally, under the 401(k)
                          Plan, if any; or

                          (ii)    ALTERNATIVE.  in the alternative order
                          specified in the Adoption Agreement.
       
                    7.2(c)(2)     If the Annual Additions with respect to any
                    Participant under such other defined contribution Master or
                    Prototype Plan (other than a defined contribution Paired
                    Plan) and welfare benefit funds maintained by the Employer
                    are less than the Maximum Permissible Amount and the
                    Employer Contributions that would otherwise be contributed
                    or allocated to the Participant's Account under this Plan
                    would cause the Annual Additions for the Limitation Year to
                    exceed this limitation, the amount contributed or allocated
                    shall be reduced so that the Annual Additions under all
                    such plans and funds for the Limitation Year shall equal
                    the Maximum Permissible Amount.

                    7.2(c)(3)     If the Annual Additions with respect to the
                    Participant under such other defined contribution Master
                    and Prototype Plan (other than a defined contribution
                    Paired Plan) and welfare benefit funds in the aggregate are
                    equal to or greater than the Maximum Permissible Amount, no
                    amount shall be credited to the Participant's Account under
                    this Plan for the Limitation Year.

                    7.2(c)(4)     If pursuant to Section  7.2(f) or as a result
                    of the allocation or Forfeitures a Participant's Annual
                    Additions under this Plan and such other defined
                    contribution Master or Prototype Plan (other than a Paired
                    Plan) and welfare benefit funds would result in an Excess
                    Amount for any Limitation Year,

                          7.2(c)(4)(i)     the Excess Amount shall be deemed to
                          consist of the Annual Additions last allocated and
                          the Annual Additions attributable to a welfare
                          benefit fund or an individual medical account shall
                          be deemed to have been allocated prior to all other
                          Annual Additions, and





                                     48
<PAGE>   65


                          7.2(c)(4)(ii)    if an Excess Amount was allocated to
                          a Participant on an allocation date of this Plan
                          which coincides with an allocation date of such other
                          Master or Prototype Plan, then the Excess Amount
                          attributed to this Plan shall be the product of

                                  7.2(c)(4)(ii)(A)          the total Excess
                                    Amount allocated as of such date times

                                  7.2(c)(4)(ii)(B)           a fraction, the
                                  numerator of which shall be the Annual
                                  Additions allocated to the Participant for
                                  the Limitation Year as of such date under
                                  this Plan and the denominator of which is the
                                  total Annual Additions allocated to the
                                  Participant for the Limitation Year as of
                                  such date under this and all such other
                                  defined contribution Master or Prototype
                                  Plans.

                          7.2(c)(5)        Any Excess Amount attributed to this
                    Plan will be disposed of in the manner described in Section
                    7.2(b).

         7.2(d)     LIMITATION IF OTHER DEFINED CONTRIBUTION PLAN.  If any
         Participant is covered under another qualified defined contribution
         plan maintained by the Employer which is not a Master or Prototype
         Plan, the Annual Additions which may be credited to the Participant's
         Account under this Plan for any Limitation Year shall be limited

                    7.2(d)(1)     STANDARD OPTION.  as specified in Section
                    7.2(c) as though the other plan was a Master or Prototype
                    Plan or

                    7.2(d)(2)     ALTERNATIVE.  under the alterative method
                    specified in the Adoption Agreement for limiting the Annual
                    Additions under this Plan.

         7.2(e)     LIMITATION IF OTHER DEFINED BENEFIT PLAN.  If the Employer
         maintains, or at any time maintained, a qualified defined benefit plan
         (other than a defined benefit Paired Plan) covering any Participant of
         this Plan, the sum of the Participant's Defined Benefit Fraction and
         Defined Contribution Fraction shall not exceed 1.0 in any Limitation
         Year.  The Annual Additions which may be credited to any Participant's
         Account under this Plan for any Limitation Year shall be limited as
         specified in the Adoption Agreement.  If the Employer maintains a
         defined benefit Paired Plan, any adjustments to satisfy the
         requirements of Code Section  415(e) shall be made only under such
         defined benefit Paired Plan.

         7.2(f)     COMPENSATION FOR DETERMINATION OF MAXIMUM PERMISSIBLE
         AMOUNT.  Prior to determining a 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 Year
         and, if applicable, a reasonable estimation of the amount of elective
         deferrals (within the meaning of Code Section  402(g)(3)) that the
         Participant may make for the Limitation Year, uniformly determined for
         all similarly situated Participants.  As soon as is administratively
         feasible after the end of the Limitation Year, the Maximum Permissible
         Amount for the Limitation Year shall be determined on the basis of the
         Participant's actual Compensation for the Limitation Year.





                                     49
<PAGE>   66


7.3      INDIVIDUAL LIMITATION ON ELECTIVE DEFERRALS UNDER CODE SECTION 402(G).

         7.3(a)     GENERAL.  A Participant's Elective Deferrals under this
         Plan and all other qualified plans, contracts and arrangements
         maintained by the Employer or an Affiliate during any taxable year of
         the Participant shall not exceed the dollar limitation under Code
         Section  402(g) in effect at the beginning of such taxable year.

         7.3(b)     ELECTIVE DEFERRALS.  For purposes of the dollar limitation
         under Code Section  402(g) and this Section  7.3, the term "Elective
         Deferrals" shall include all employer contributions made on behalf of
         a Participant pursuant to an election to defer under any qualified
         cash or deferred arrangement as described in Code Section  401(k), any
         simplified employee pension cash or deferred arrangement as described
         in Code Section 402(h)(1)(B), any plan described under Code Section
         501(c)(18), and any salary reduction agreement for the purchase of an
         annuity contract under Code Section  403(b).  However, the term shall
         not include Elective Deferrals which are properly distributed to the
         Participant from this Plan under Section  7.2 or such other plans or
         arrangements to correct for excess annual additions.

         7.3(c)     EXCESS ELECTIVE DEFERRALS.  For purposes of this Section
         7.3, the term "Excess Elective Deferrals" means for each Participant
         the Elective Deferrals that are includable in gross income under Code
         Section 402(g) to the extent the Participant's Elective Deferrals for
         a taxable year exceed the dollar limitations under Code Section
         402(g) for such taxable year.

         7.3(d)     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS.  Notwithstanding
         any other provision of this Plan restricting the timing of
         distributions, Excess Elective Deferrals, plus any income and minus
         any loss allocable thereto, shall be distributed no later than April
         15 of any calendar year to Participants (1) whose Excess Elective
         Deferrals for the preceding taxable year were assigned to this Plan
         and (2) who claim (or are deemed to have claimed) such allocable
         Excess Elective Deferrals for such taxable year in accordance with the
         claims procedure set forth in Section  7.3(f).

         7.3(e)     DETERMINATION OF INCOME OR LOSS.  A corrective distribution
         of Excess Elective Deferrals under this Section  7.3 shall include the
         income or loss allocable to such Excess Elective Deferrals for the
         Participant's taxable year in which such excess occurred and, if so
         specified in the Adoption Agreement, for the period between the end of
         such taxable year and the date of distribution ("gap period").  The
         income or loss for such taxable year and gap period, if applicable,
         shall be determined in accordance with the regulations under Code
         Section  402(g).  In lieu of using the safe harbor method or the
         alternative method in the regulations for allocating such income or
         loss, the Plan Administrator may use any reasonable method for
         computing such income or loss, provided that such method does not
         violate Code Section  401(a)(4), is used consistently for all
         Participants and for all corrective distributions under the Plan for
         the Plan Year, and is used by the Plan for allocating income or loss
         to Participant's Accounts.

         7.3(f)     CLAIMS PROCEDURE.

                    7.3(f)(1)     GENERAL.  A Participant may assign to this
                    Plan any Excess Elective Deferral made during a taxable
                    year by filing a claim with the Plan Administrator on or
                    before

                          7.3(f)(1)(i)     STANDARD OPTION.  March 1 or





                                     50
<PAGE>   67


                          7.3(f)(1)(ii)    ALTERNATIVE.  The alternative date
                          for filing such claims specified in the Adoption
                          Agreement.

                    Unless otherwise provided in administrative procedures
                    established by the Plan Administrator, such claim shall be
                    in writing, shall specify the dollar amount of the
                    Participant's Excess Elective Deferrals assigned to this
                    Plan for such taxable year, and shall be accompanied by the
                    Participant's written statement that such amounts, if not
                    distributed to such Participant, will exceed the limit
                    imposed on the Participant by Code Section  402(g) for the
                    taxable year in which the deferral occurred.

                    7.3(f)(2)     DEEMED CLAIM.  A Participant automatically
                    shall be deemed to have filed a claim under this Section
                    7.3(f) to the extent that such Excess Elective Deferrals
                    occurred solely as a result of Elective Deferrals under
                    this Plan and any other plans of the Employer and the
                    Affiliates, unless the Employer specifies in the Adoption
                    Agreement that such Excess Elective Deferrals shall be
                    distributed from one or more of such other plans.

7.4      LIMITATIONS ON ELECTIVE DEFERRALS FOR HIGHLY COMPENSATED EMPLOYEES
UNDER CODE SECTION  401(K).

         7.4(a)     SPECIAL DEFINITIONS.  For purposes of this Section  7.4,
         the terms defined in this Section  7.4(a) shall have the meanings
         shown opposite such terms.

                    7.4(a)(1)     ACTUAL DEFERRAL PERCENTAGE.  Means for each
                    Plan Year for each Participant who is an Eligible Employee
                    at any time during such Plan Year the ratio (expressed as a
                    percentage and determined in accordance with Section
                    7.4(c)) of Employer Contributions made on behalf of such
                    Participant for such Plan Year to such Participant's
                    Compensation for such Plan Year.  The Actual Deferral
                    Percentage of a Participant who is an Eligible Employee,
                    but does not make an Elective Deferral and does not receive
                    an allocation of a Qualified Nonelective Contribution or a
                    Qualified Matching Contribution, shall be zero.

                    7.4(a)(2)     ADP (OR AVERAGE ACTUAL DEFERRAL PERCENTAGE).
                    Means for each Plan Year separately for the group of
                    Participants who are Highly Compensated Employees during
                    such Plan Year and for the group of Participants who are
                    Nonhighly Compensated Employees during such Plan Year, the
                    average (expressed as a percentage) of the Actual Deferral
                    Percentages of the Participants in each such group who are
                    Eligible Employees at any time during such Plan Year.

                    7.4(a)(3)     EMPLOYER CONTRIBUTIONS.  Means for purposes
                    of determining a Participant's Actual Deferral Percentage
                    for each Plan Year, the sum of (i) the Elective Deferrals
                    made pursuant to the Participant's deferral election,
                    including Excess Elective Deferrals (as defined in Section
                    7.3(c)) of Highly Compensated Employees, but excluding
                    Excess Elective Deferrals of Nonhighly Compensated
                    Employees that arise solely from Elective Deferrals made
                    under this Plan or any other plans of the Employer and the
                    Affiliates, and excluding Elective Deferrals that are taken
                    into account in the ACP test described in Section  7.5(b)
                    (provided the ADP test is satisfied both





                                     51
<PAGE>   68

                    with and without exclusion of such Elective Deferrals), and
                    (ii) at the election of the Employer, Qualified Nonelective
                    Contributions and Qualified Matching Contributions.

                    7.4(a)(4)     EXCESS CONTRIBUTIONS.  Means for each Plan
                    Year for each Highly Compensated Employee the excess of the
                    aggregate amount of Employer Contributions actually taken
                    into account in computing the Average Deferral Percentage
                    of such Highly Compensated Employee for such Plan Year over
                    the maximum amount of such contributions permitted for such
                    Plan Year under the ADP limit as set forth in Section
                    7.4(b) (determined by reducing Elective Deferrals,
                    Qualified Nonelective Contributions and Qualified Matching
                    Contributions made on behalf of Highly Compensated
                    Employees in order of their Actual Deferral Percentages,
                    beginning with the highest of such percentages).

                    7.4(a)(5)     HIGHLY COMPENSATED EMPLOYEE.  Means any
                    Employee who is either a "highly compensated active
                    employee" or a "highly compensated former employee" as
                    described below.

                          7.4(a)(5)(i)     A "highly compensated active
                          employee" means any Employee who performs services
                          for the Employer or any Affiliate during the
                          "determination year" and who, during the "look-back
                          year":  (A) received compensation from the Employer
                          or any Affiliate in excess of $75,000 (as adjusted
                          pursuant to Code Section  415(d)); (B) received
                          compensation from the Employer or any Affiliate in
                          excess of $50,000 (as adjusted pursuant to Code
                          Section  415(d)) and was a member of the "top-paid
                          group" for such year; or (C) was an officer of the
                          Employer or any Affiliate and received compensation
                          during such year that is greater than 50% of the
                          dollar limitation in effect under Code Section
                          415(b)(1)(A).  The term "highly compensated employee"
                          shall also include: (I) an Employee who is both
                          described in the preceding sentence if the term
                          "determination year" is substituted for the term
                          "look-back year" and is one of the 100 Employees who
                          received the most compensation from the Employer or
                          any Affiliate during the determination year; and (II)
                          an Employee who is a 5% owner at any time during the
                          look-back year or determination year.  If no officer
                          has satisfied the compensation requirement of clause
                          (C) above during either a determination year or
                          look-back year, the highest paid officer for each
                          such year shall be treated as a Highly Compensated
                          Employee.

                          7.4(a)(5)(ii)    A "highly compensated former
                          employee" means any Employee who separated (or was
                          deemed to have separated) from service prior to the
                          determination year, performs no services for the
                          Employer or any Affiliate during the determination
                          year, and was a highly compensated active employee
                          for either the separation year or any determination
                          year ending on or after the Employee's 55th birthday.

                          7.4(a)(5)(iii)   For purposes of this definition, the
                          "determination year" shall mean the Plan Year and the
                          "look-back year" shall mean the 12-month period
                          immediately preceding the determination year.





                                     52
<PAGE>   69


                          7.4(a)(5)(iv)    If an Employee is, during a
                          determination year or look-back year, a Family Member
                          of either a 5% owner who is an active or former
                          Employee or a Highly Compensated Employee who is one
                          of the 10 most Highly Compensated Employees ranked on
                          the basis of compensation paid by the Employer during
                          such year ("top-ten Highly Compensated Employee");
                          then the Family Member and the 5% owner or top-ten
                          Highly compensated Employee shall be treated as a
                          single Employee receiving compensation and Plan
                          contributions or benefits equal to the sum of such
                          compensation and contributions or benefits of the
                          Family Member and the 5% owner or top-ten Highly
                          Compensated Employee.

                          7.4(a)(5)(v)     The determination of who is a Highly
                          Compensated Employee, including the determination of
                          the number and identity of Employees in the top-paid
                          group, the top 100 Employees, the number of Employees
                          treated as officers and the compensation that is
                          considered, shall be made in accordance with Code
                          Section  414(q) including any available operational
                          transition rules and any elections provided in the
                          regulations under Code Section  414(q) and specified
                          in the Adoption Agreement.

         7.4(b)     ADP LIMIT.  The ADP for Highly Compensated Employees for
         any Plan Year shall not exceed

                    7.4(b)(1)     the ADP for Nonhighly Compensated Employees
                      for such Plan Year multiplied by 1.25, or

                    7.4(b)(2)     the ADP for Nonhighly Compensated Employees
                    for such Plan Year multiplied by 2, provided that the ADP
                    for Highly Compensated Employees does not exceed the ADP
                    for Nonhighly Compensated Employees by more than 2
                    percentage points.

         7.4(c)     SPECIAL RULES.

                    7.4(c)(1)     OTHER PLANS.  The Actual Deferral Percentage
                    for any Participant who is a Highly Compensated Employee
                    for the Plan Year and who is eligible to participate in
                    more than one cash or deferred arrangement maintained by
                    the Employer or an Affiliate shall be determined by
                    treating all such arrangements as a single arrangement.  If
                    a Highly Compensated Employee participates in two or more
                    cash or deferred arrangements that have different plan
                    years, all such arrangements ending with or within the same
                    calendar year shall be treated as a single arrangement.
                    Notwithstanding the foregoing, plans which are mandatorily
                    disaggregated under regulations under Code Section  401(k)
                    shall be treated as separate.

                    7.4(c)(2)     AGGREGATION.  In the event that this Plan
                    satisfies the requirements of Code Section 410(b) only if
                    aggregated with one or more other plans, or if one or more
                    other plans satisfy the requirements of such Code section
                    only if aggregated with this Plan, then this Section  7.4
                    shall be applied by determining the Actual Deferral
                    Percentages and ADP as if all such plans were a single
                    plan.  For Plan Years beginning on and





                                  53
<PAGE>   70

                    after the Final Compliance Date, such plans may be
                    aggregated only if they have the same plan years and are
                    not mandatorily disaggregated under regulations under Code
                    Section  401(k).

                    7.4(c)(3)     FAMILY MEMBERS.  For purposes of determining
                    the Actual Deferral Percentage of a Participant who is a 5%
                    owner or one of the 10 most highly paid Highly Compensated
                    Employees and who is an Eligible Employee at any time
                    during the Plan Year, the Employer Contributions and
                    Compensation of such Participant shall include the Employer
                    Contributions and Compensation of his or her Family
                    Members, and such Family Members shall be disregarded as
                    separate Participants in determining the ADP both for
                    Nonhighly Compensated Employees and for Highly Compensated
                    Employees.

                    7.4(c)(4)     TIMING.  For purposes of determining the
                    Actual Deferral Percentages for any Plan Year, Elective
                    Deferrals, Qualified Nonelective Contributions and
                    Qualified Matching Contributions shall be considered made
                    for such Plan Year only if such contributions are allocated
                    as of a date within such Plan Year and are actually paid to
                    the Fund by the last day of the 12 month period immediately
                    following such Plan Year.

                    7.4(c)(5)     RECORDS.  The Plan Administrator shall
                    maintain records which are sufficient to demonstrate that
                    the Plan complied with the ADP limits, including the extent
                    to which Qualified Nonelective Contributions and Qualified
                    Matching Contributions are taken into account to satisfy
                    such ADP limits.

                    7.4(c)(6)     OTHER REQUIREMENTS.  The determination and
                    treatment of the Elective Deferrals and Actual Deferral
                    Percentage of any Participant shall satisfy such other
                    requirements as may be prescribed by the Secretary of the
                    Treasury.

         7.4(d)     DISTRIBUTION OF EXCESS CONTRIBUTIONS.

                    7.4(d)(1)     GENERAL.  Notwithstanding any other provision
                    of this Plan restricting the timing of distributions,
                    Excess Contributions for any Plan Year, plus any income and
                    minus any loss allocable thereto, shall be distributed no
                    later than the last day of the immediately following Plan
                    Year to Participants on whose behalf such Excess
                    Contributions were made.  If such Excess Contributions are
                    distributed more than 2 1/2 months after the last day of
                    the Plan Year in which such excess occurred, a 10% excise
                    tax shall be imposed under Code Section  4979 on the
                    Employer with respect to such excess.  Such distributions
                    shall be made to such Participants on the basis of the
                    respective portions of the Excess Contributions
                    attributable to each such Participant.  Excess
                    Contributions shall be allocated to Participants who are
                    subject to the Family Member aggregation rules under Code
                    Section  414(q)(6) in the manner prescribed by the
                    regulations under Code Section  401(k).

                    7.4(d)(2)     DETERMINATION OF INCOME OR LOSS.  A
                    corrective distributions of Excess Contributions under this
                    Section  7.4 shall include the income or loss allocable to
                    such Excess Contributions for the Plan Year in which such
                    excess occurred and, if so specified in





                                     54
<PAGE>   71

                    the Adoption Agreement, for the period between the end of
                    such Plan Year and the date of distribution ("gap period").
                    The income or loss for such Plan Year and gap period, if
                    applicable, shall be determined in accordance with the
                    regulations under Code Section  401(k).  In lieu of using
                    the safe harbor method or the alternative method in the
                    regulations for allocating such income or loss, the Plan
                    Administrator may use any reasonable method for computing
                    such income or loss, provided that such method does not
                    violate Code Section  401(a)(4), is used consistently for
                    all Participants and for all corrective distributions under
                    the Plan for the Plan Year, and is used by the Plan for
                    allocating income or loss to Participant's Accounts.

                    7.4(d)(3)     ORDER FOR DETERMINING EXCESS CONTRIBUTIONS.
                    Excess Contributions shall be determined after first
                    determining Excess Elective Deferrals under Section  7.3.
                    The Excess Contributions which would otherwise be
                    distributed to the Participant shall be reduced, in
                    accordance with regulations, by the Excess Elective
                    Deferrals distributed to the Participant under Section
                    7.3.

                    7.4(d)(4)     ACCOUNTING FOR EXCESS CONTRIBUTIONS.  Excess
                    Contributions shall be distributed proportionately from the
                    Participant's Elective Deferral Account and Qualified
                    Matching Account in the same ratio that such Participant's
                    Elective Deferrals and Qualified Matching Contributions for
                    the Plan Year in which such Excess Contributions were made
                    bears to the sum of the Participant's Elective Deferrals
                    and Qualified Matching Contributions for such Plan Year.
                    Excess Contributions shall be distributed from the
                    Participant's Qualified Nonelective Account only to the
                    extent that such Excess Contributions exceed the balance in
                    the Participant's Elective Deferral Account and Qualified
                    Matching Account.  Notwithstanding the foregoing Excess
                    Contributions may be distributed from the applicable
                    subaccounts in accordance with procedures established by
                    the Plan Administrator provided such procedures do not
                    result in discrimination in favor of Highly Compensated
                    Employees which would be prohibited under Code Section
                    401(a)(4).

         7.4(e)     RECHARACTERIZATION.  If the Employer specifies in the
         Adoption Agreement that Excess Contributions may be recharacterized, a
         Participant may elect to treat Excess Contributions as an amount
         distributed to the Participant and then contributed as an Employee
         Contribution to the Plan.  Any such Excess Contribution shall remain
         nonforfeitable and shall thereafter be subject to the same
         distribution restrictions applicable to Elective Deferrals under
         Section  9.2(b).  Excess Contributions shall not be recharacterized by
         a Participant to the extent that such amounts, in combination with
         other Employee Contributions, would exceed any limits on Employee
         Contributions set forth in the Plan or in the Adoption Agreement.

         Any such recharacterization must occur no later than 2 1/2 months
         after the end of the Plan Year in which such Excess Contribution
         occurred and shall be deemed to occur no earlier than the date on
         which the last Highly Compensated Employee is informed in writing of
         the amount recharacterized and the consequences of such
         recharacterization.  Any Excess Contributions which are so
         recharacterized shall be taxable to the Participant for the taxable
         year in which the Participant would have received such amount in cash
         but for the deferral election.





                                  55
<PAGE>   72


7.5      LIMITATIONS ON EMPLOYEE CONTRIBUTIONS AND MATCHING CONTRIBUTIONS UNDER
CODE SECTION  401(M).

         7.5(a)     SPECIAL DEFINITIONS.  For purposes of this Section  7.5 the
         terms defined in this Section  7.5(a) shall have the meanings shown
         opposite such terms.

                    7.5(a)(1)     AGGREGATE LIMIT.  means the sum of

                          7.5(a)(1)(i)     125% of the greater (or lesser, if
                          it would result in a larger Aggregate Limit) of

                                  7.5(a)(1)(i)(A)  the ADP for Nonhighly
                                  Compensated Employees under the plan subject
                                  to Code Section  401(k) for the plan year or

                                  7.5(a)(1)(i)(B)  the ACP for Nonhighly
                                  Compensated Employees under the plan subject
                                  to Code Section  401(m) for the plan year
                                  beginning with or within the plan year of the
                                  plan which is subject to Code Section  401(k)
                                  and

                          7.5(a)(1)(ii)    the lesser of

                                  7.5(a)(1)(ii)(A)       200% of such ADP or
                                  ACP or

                                  7.5(a)(1)(ii)(B)       two plus the
                                  lesser (or greater, if it would result in a
                                  larger Aggregate Limit) of such ADP or ACP.

                    7.5(a)(2)     ACP (OR AVERAGE CONTRIBUTION PERCENTAGE).
                    means for each Plan Year separately for the group of
                    Participants who are Highly Compensated Employees during
                    such Plan Year and for the group of Participants who are
                    Nonhighly Compensated Employees during such Plan Year, the
                    average (expressed as a percentage) of the Contribution
                    Percentages of the Participants in each such group who are
                    Eligible Employees at any time during such Plan Year.

                    7.5(a)(3)     CONTRIBUTION PERCENTAGE.  means for each Plan
                    Year for each Participant who is an Eligible Employee at
                    any time during such Plan Year, the ratio (expressed as a
                    percentage and determined in accordance with Section
                    7.5(c)) of such Participant's Contribution Percentage
                    Amount for such Plan Year to such Participant's
                    Compensation for such Plan Year.  The Contribution
                    Percentage of a Participant who is eligible to, but does
                    not, make Employee Contributions or Elective Deferrals and
                    who, as a result of such failure to make such
                    contributions, does not receive an allocation of a Matching
                    Contribution or Qualified Matching Contribution shall be
                    zero.

                    7.5(a)(4)     CONTRIBUTION PERCENTAGE AMOUNT.  means for
                    each Plan Year for each Participant who is an Eligible
                    Employee at any time during such Plan Year the sum of

                          7.5(a)(4)(i)     the Employee Contributions, Matching
                          Contributions and Qualified Matching Contributions
                          (to the extent not taken into account for




                                     56
<PAGE>   73

                          purposes of the ADP test described in Section  7.4)
                          made on behalf of such Participant for such Plan
                          Year, other than Matching Contributions which are
                          forfeited either to correct Excess Aggregate
                          Contributions or because the contributions to which
                          they relate are Excess Elective Deferrals, Excess
                          Contributions or Excess Aggregate Contributions,

                          7.5(a)(4)(ii)    the Forfeitures allocated to such
                          Participant's Account for such Plan Year which are
                          attributable to Matching Contributions and Excess
                          Aggregate Contributions,

                          7.5(a)(4)(iii)   at the election of the Employer, the
                          Qualified Nonelective Contributions made on behalf of
                          such Participant for such Plan Year (to the extent
                          not taken into account for purposes of the ADP test
                          described in Section  7.4), and

                          7.5(a)(4)(iv)    at the election of the Employer,
                          Elective Deferrals (provided the ADP limit described
                          in Section  7.4 is met both including and excluding
                          the Elective Deferrals that are used to meet the ACP
                          limit).

                    7.5(a)(5)     EMPLOYEE CONTRIBUTION.  Means for purposes of
                    determining a Participant's Contribution Percentage Amount
                    any contributions made by the Participant which are
                    included in gross income for the taxable year in which made
                    and which are maintained in a separate account to which
                    earnings and losses are allocated.

                    7.5(a)(6)     EXCESS AGGREGATE CONTRIBUTION.  Means for
                    each Plan Year for each Highly Compensated Employee the
                    excess of the aggregate Contribution Percentage Amounts
                    actually taken into account in computing the ACP of such
                    Highly Compensated Employee for such Plan Year over the
                    maximum Contribution Percentage Amounts permitted for such
                    Plan Year under the ACP limit as set forth in Section
                    7.5(b) (determined by reducing contributions and
                    Forfeitures on behalf of Highly Compensated Employees in
                    order of their Contribution Percentages, beginning with the
                    highest of such percentages).

                    7.5(a)(7)     MATCHING CONTRIBUTIONS.  Means for purposes
                    of determining a Participant's Contribution Percentage
                    Amount any Employer contribution made to this Plan or any
                    other defined contribution plan on account of an Employee
                    Contribution or Elective Deferral made by or on behalf of
                    the Participant under a plan maintained by the Employer.

         7.5(b)     ACP LIMIT.  The ACP for Participants who are Highly
         Compensated Employees for any Plan Year shall not exceed

                    7.5(b)(1)     the ACP for Participants who are Nonhighly
                    Compensated Employees for such Plan Year multiplied by
                    1.25, or

                    7.5(b)(2)     the ACP for Participants who are Nonhighly
                    Compensated Employees for such Plan Year multiplied by 2,
                    provided that the ACP for Participants who are Highly





                                  57
<PAGE>   74

                    Compensated Employees does not exceed the ACP for
                    Participants who are Nonhighly Compensated Employees by
                    more than 2 percentage points.

         7.5(c)     SPECIAL RULES.

                    7.5(c)(1)     MULTIPLE USE.  For Plan Years beginning after
                    the Final Compliance Date, if

                          7.5(c)(1)(i)     one or more Highly Compensated
                          Employees participates both in a plan with a
                          qualified cash or deferred arrangement which is
                          subject to the ADP limitations under Code Section
                          401(k) as described in Section  7.4 and in a plan
                          which is subject to the ACP limitations under Code
                          Section  401(m) as described in this Section  7.5,

                          7.5(c)(1)(ii)    the sum of the ADP of the eligible
                          Highly Compensated Employees in the plan subject to
                          Code Section  401(k) and the ACP of the eligible
                          Highly Compensated Employees in the plan subject to
                          Code Section  401(m) exceeds the Aggregate Limit, and

                          7.5(c)(1)(iii)   both the ADP and the ACP of the
                          eligible Highly Compensated Employees in such plans
                          exceed 125% of the ADP or ACP respectively of the
                          eligible Nonhighly Compensated Employees in such
                          plans.

                    then the Contribution Percentages of the Highly Compensated
                    Employees who participate in both such plans shall be
                    reduced (beginning with the highest of such percentages) so
                    that the Aggregate Limit for such plans is not exceeded.
                    Any such reduction shall be treated as an Excess Aggregate
                    Contribution.  The determination of the limitations under
                    this special rule shall be made after any corrections
                    required to meet the ACP limits and the ACP limits and in
                    accordance with the regulations under Code Section  401(m).

                    7.5(c)(2)     OTHER PLANS.  The Contribution Percentage for
                    any Participant who is a Highly Compensated Employee for
                    the Plan Year and who is eligible to participate in more
                    than one plan maintained by the Employer or an Affiliate to
                    which "employee contributions" (within the meaning of Code
                    Section  401(m)) or "matching contributions" (as described
                    in Code Section  401(m)(4)) are made shall be determined by
                    treating all such plans as one plan.  If a Highly
                    Compensated Employee participates in two or more such plans
                    that have different plan years, all such plans ending with
                    or within the same calendar year shall be treated as a
                    single plan.  Notwithstanding the foregoing, plans which
                    are mandatorily disaggregated under regulations under Code
                    Section  401(m) shall be treated as separate.

                    7.5(c)(3)     AGGREGATION.  In the event that this Plan
                    satisfies the requirements of Code Section 410(b) only if
                    aggregated with one or more other plans, or if one or more
                    other plans satisfy the requirements of such Code sections
                    only if aggregated with this Plan, then this Section  7.5
                    shall be applied by determining the Contribution
                    Percentages and ACP as if all such plans were a single
                    plan.  For Plan Years beginning on and after the Final
                    Compliance Date, such plans may be aggregated only if they
                    have the same




                                     58
<PAGE>   75

                    plan years and they are not mandatorily disaggregated under
                    regulations under Code Section  401(m).

                    7.5(c)(4)     FAMILY MEMBERS.  For purposes of determining
                    the Contribution Percentage of a Participant who is a 5%
                    owner or one of the 10 most highly paid Highly Compensated
                    Employees, the Contribution Percentage Amounts and
                    Compensation of such Participant shall include the
                    Contribution Percentage Amounts and Compensation of his or
                    her Family Members, and such Family Members shall be
                    disregarded as separate Participants in determining the ACP
                    both for Participants who are Nonhighly Compensated
                    Employees and for Participants who are Highly Compensated
                    Employees.

                    7.5(c)(5)     TIMING.  For purposes of determining the ACP
                    for any Plan Year, Employee Contributions shall be
                    considered made in the Plan Year in which they are actually
                    contributed to the Fund and Matching Contributions (and, if
                    applicable, Qualified Matching Contributions and Qualified
                    Nonelective Contributions) shall be considered made for
                    such Plan Year only if such contributions are allocated as
                    of a date within such Plan Year and are actually paid to
                    the Fund by the last day of the 12-month period immediately
                    following such Plan Year.

                    7.5(c)(6)     RECORDS.  The Plan Administrator shall
                    maintain records which are sufficient to demonstrate that
                    the Plan complied with the ACP limits, including the extent
                    to which Elective Deferrals, Qualified Nonelective
                    Contributions and Qualified Matching Contributions are
                    taken into account to satisfy such ACP limits.

                    7.5(c)(7)     OTHER REQUIREMENTS.  The determination and
                    treatment of the Contribution Percentage of any Participant
                    shall satisfy such other requirements as may be prescribed
                    by the Secretary of the Treasury.

         7.5(d)     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.

                    7.5(d)(1)     GENERAL.  Notwithstanding any other provision
                    of this Plan restricting the timing of distributions,
                    Excess Aggregate Contributions for any Plan Year, plus any
                    income and minus any loss allocable thereto, shall be
                    forfeited (if otherwise forfeitable under the Plan) or
                    distributed (if not forfeitable) from the Accounts of
                    Participants on whose behalf such Excess Aggregate
                    Contributions were made no later than the last day of the
                    immediately following Plan Year.  If such Excess Aggregate
                    Contributions are distributed more than 2 1/2 months after
                    the last day of the Plan Year in which such excess
                    occurred, a 10% excise tax shall be imposed under Code
                    Section  4979 on the Employer with respect to such excess.
                    Excess Aggregate Contributions shall be allocated to
                    Participants who are subject to the Family Member
                    aggregation rules under Code Section  414(q)(6) in the
                    manner prescribed by the regulations under Code Section
                    401(m).

                    7.5(d)(2)     DETERMINATION OF INCOME OR LOSS.  A
                    corrective distribution of Excess Aggregate Contributions
                    under this Section  7.5 shall include the income or loss
                    allocable to such Excess Aggregate Contributions for the
                    Plan Year in which such excess occurred and, if so
                    specified in the Adoption Agreement, for the period between
                    the end of such




                                     59
<PAGE>   76

                    Plan Year and the date of distribution ("gap period").  The
                    income or loss for such Plan Year and gap period, if
                    applicable, shall be determined in accordance with the
                    regulations under Code Section 401(m).  In lieu of using
                    the safe harbor method or the alternative method in the
                    regulations for allocating such income or loss, the Plan
                    Administrator may use any reasonable method for computing
                    such income or loss, provided that such method does not
                    violate Code Section  401(a)(4), is used consistently for
                    all Participants and for all corrective distributions under
                    the Plan Year, and is used by the Plan for allocating
                    income or loss to Participant's Accounts.

                    7.5(d)(3)     ORDER FOR DETERMINING EXCESS AGGREGATE
                    CONTRIBUTIONS.  Excess Aggregate Contributions shall be
                    determined after first determining Excess Elective
                    Deferrals under Section  7.3 and then determining Excess
                    Contributions under Section  7.4.

                    7.5(d)(4)     ACCOUNT IN FOR EXCESS AGGREGATE
                    CONTRIBUTIONS.  Excess Aggregate Contributions shall be
                    forfeited (if otherwise forfeitable) or distributed (if not
                    forfeitable) to the Highly Compensated Employee from the
                    Participant's Employee Account, Matching Account, Qualified
                    Matching Account, Qualified Nonelective Account and
                    Elective Deferral Account in the same ratio that the
                    contributions made on the Participant's behalf to such
                    account (to the extent such contributions are used in the
                    ACP test) for the Plan Year in which such Excess Aggregate
                    Contributions were made bears to the total of all such
                    contributions.  Notwithstanding the foregoing, Excess
                    Aggregate Contributions may be distributed from the
                    applicable subaccounts in accordance with procedures
                    established by the Plan Administrator provided such
                    procedures do not result in discrimination in favor of
                    Highly Compensated Employees which would be prohibited
                    under Code Section  401(a)(4).

                    7.5(d)(5)     ALLOCATION OF FORFEITURES.  Amounts forfeited
                    by Highly Compensated Employees under this Section  7.5
                    shall be allocated or applied in accordance with Section
                    6.3(c)(2); provided, no Forfeitures arising under this
                    Section  7.5 shall be allocated to the Account of any
                    Highly Compensated Employee.

SECTION 8.          VESTING AND FORFEITURES.

8.1      DETERMINATION OF NONFORFEITABLE PERCENTAGE.

         8.1(a)     FULLY VESTED ACCOUNTS.  Each Rollover Account, Employee
         Account, Elective Deferral Account, Qualified Matching Account and
         Qualified Nonelective Account shall be completed nonforfeitable at all
         times.

         8.1(b)     DEATH, DISABILITY AND RETIREMENT.  The Employer Account and
         Matching Account of each Participant who reaches Early Retirement Age
         or Normal Retirement Age while an Employee shall become completely
         nonforfeitable on such date.  The Employer Account and Matching
         Account of each Participant who dies while an Employee or who becomes
         Disabled while an Employee

                    8.1(b)(1)     STANDARD OPTION.  shall become completely
                      nonforfeitable on such date.




                                     60
<PAGE>   77


                    8.1(b)(2)     ALTERNATIVE.  if so specified in the Adoption
                    Agreement, shall be determined in accordance with the
                    vesting schedule under Section  8.1(c).

         8.1(c)     OTHER SEPARATION FROM SERVICE.  Subject to Section  12.4,
         the nonforfeitable percentage of the Employer Account and Matching
         Account of a Participant other than a Participant described in Section
         8.1(b) shall be based on the Participant's Years of Service and on the
         following vesting schedule:

                    8.1(c)(1)     STANDARD OPTION.  the full and immediate
                      vesting schedule.

                    8.1(c)(2)     ALTERNATIVE.  the alternative vesting
                      schedule specified in the Adoption Agreement.

         provided, however, if the Participation Requirement (or the
         requirement to receive an allocation of Employer contributions under a
         401(k) Plan) consists of a minimum period of service which exceeds on
         year, the full and immediate vesting schedule shall automatically
         apply notwithstanding any election to the contrary in the Adoption
         Agreement.

         8.1(d)     EMPLOYEE CONTRIBUTION WITHDRAWALS.  No Forfeiture shall
         occur solely as a result of a Participant's withdrawal of Employee
         Contributions.

8.2      FORFEITURE AND SPECIAL REEMPLOYMENT RULES.

         8.2(a)     BUY BACK RULE (STANDARD OPTION).

                    8.2(a)(1)     FORFEITURE.  The forfeiture portion, if any,
                    of the Employer Account and Matching Account of a
                    Participant who separates from service shall become a
                    Forfeiture on the earlier of

                          8.2(a)(1)(i)     the date as of which the Participant
                          receives (or is deemed to receive under Section
                          8.2(c)) a distribution of the Participant's entire
                          nonforfeiture Account balance derived from Employer
                          Contributions, or

                          8.2(a)(1)(ii)    the date he or she has 5 consecutive
                          Breaks in Service (6 consecutive Breaks in Service if
                          the Alternative Maternity/Paternity Rule applies).

                    If a Participant elects to have distributed less than the
                    entire nonforfeitable balance of the Participant's Employer
                    Account and Matching Account, the part of such accounts
                    that shall be treated as a Forfeiture is the total
                    forfeitable portion of such Accounts multiplied by a
                    fraction, the numerator of which is the amount of the
                    distribution from the Participant's Employer Account or
                    Matching Account and the denominator of which shall be the
                    total nonforfeiture balance of the Participant's Employer
                    Account or Matching Account at the time of the
                    distribution.

                    Any such Forfeiture shall be allocated or applied in
                    accordance with Section  6 on the Valuation Date specified
                    in Section  8.2(e).




                                     61
<PAGE>   78


                    8.2(a)(2)     REEMPLOYMENT.  If a Participant receives a
                    distribution and resumes employment covered under this Plan
                    before the Participant has 5 consecutive Breaks in Service
                    (6 consecutive Breaks in Service if the Alternative
                    Maternity/Paternity rule applies), the Employer shall
                    restore to the Participant's Employer Account and Matching
                    Account an amount equal to the dollar amount of the
                    Forfeitures from such accounts if the Participant repays to
                    the Plan an amount equal to the dollar amount of the
                    distributions from the Participant's Employer Account and
                    Matching Account in accordance with this Section  8.2(a).
                    Such repayment must be made before the earlier of (a) 5
                    years after the first date on which the Participant is
                    subsequently reemployed by the Employer or a Participating
                    Affiliate or (b) the date the Participant incurs 5
                    consecutive Breaks in Service (6 consecutive Breaks in
                    Service if the Alternative Maternity/Paternity Rules
                    applies) following the date of the distribution.

                    If a Participant whose nonforfeitable Account balance is
                    zero is deemed to receive a distribution under Section
                    8.2(c) and he or she resumes employment covered under this
                    Plan before he or she has 5 consecutive Breaks in Service
                    (6 consecutive Breaks in Service if the Alternative
                    Maternity/Paternity Rule applies), the forfeitable portion
                    of the Participant's Employer Account and Matching Account
                    shall automatically be restored by the Employer upon the
                    Participant's reemployment.

                    Any amount restored by the Employer under this Section
                    8.2(a) shall be restored upon repayment from the sources
                    specified in Section  8.2(d).  Such restored or repaid
                    amount shall not be treated as an Annual Addition under
                    Section  7.2 and shall be credited to the Participant's
                    Employer Account and Matching Account in the same
                    proportion as the distribution was made from such accounts.

         8.2(b)     AUTOMATIC RESTORATION (ALTERNATIVE).  This Section  8.2(b)
         shall apply if the Employer specifies the use of the "Alternative to
         the Buy Back Rule" in the Adoption Agreement.

                    8.2(b)(1)     FORFEITURE.  The forfeitable portion, if any,
                    of the Employer Account and Matching Account of a
                    Participant who separates from service shall become a
                    Forfeiture on the earlier of

                          (i)     the date as of which payment of the
                          nonforfeitable percentage of the Participant's
                          Account derived from Employer contributions begins or
                          is deemed to begin under Section  8.2(c) or

                          (ii)    the date he or she has 5 consecutive Breaks
                          in Service (6 consecutive Breaks in Service if the
                          Alternative Maternity/Paternity Rule applies)

         and such Forfeiture shall be allocated or applied in accordance with
         Section  6 on the allocation date specified in Section  8.2(e) unless
         he or she is reemployed on or before such allocation date.

                    8.2(b)(2)     REEMPLOYMENT.  If a Participant is reemployed
                    before the Participant incurs 5 consecutive Breaks in
                    Service (6 consecutive Breaks in Service if the Alternative
                    Maternity/Paternity Rule applies) but after the date of a
                    Forfeiture under Section  8.2(b)(1), the Employer shall
                    restore to such Participant as of the last day of the Plan




                                     62
<PAGE>   79

                    Year in which he or she is reemployed an amount equal to
                    the dollar amount of such Forfeiture.

         Any amount restored by the Employer under this Section  Section
         8.2(b) shall be restored from the sources specified in Section
         8.2(d).  Such restored amount shall not be treated as an Annual
         Addition under Section 7.2 for such Plan Year.  The restored amount,
         together with any remaining balance of the nonforfeitable portion of
         the Employer Account and Matching Account attributable to the
         Participant's service prior to reemployment, shall be maintained
         thereafter as separate special subaccounts of the Participant's
         Employer Account and Matching Account (until such time as it becomes
         completely nonforfeitable or again becomes a Forfeiture), and the
         dollar amount of the Participant's nonforfeitable percentage in each
         such special subaccount thereafter shall be determined in accordance
         with Formula A unless Formula B is specified in the Adoption
         Agreement:

                    8.2(b)(2)(i)  FORMULA A (STANDARD OPTION): X = P (AB + D) -
                      D

                    8.2(b)(2)(ii) FORMULA B (ALTERNATIVE): X = P (AB + (R x D))
                      - (R x D)

         For purposes of these formulas:

                    X = The current dollar amount, if any, of the
                    nonforfeitable percentage in the Participant's special
                    subaccount;

                    P = The Participant's current nonforfeitable percentage as
                    determined under Section  8.1;

                    AB = Such dollar amount, if any, as evidenced by the last
                    balance posted to the Participant's special subaccount;

                    D = The dollar amount previously paid to the Participant
                    under Section  9 from the Participant's original Employer
                    Account or Matching Account, as applicable; and

                    R = The ratio of AB to the dollar amount, if any, posted to
                    the Participant's Employer Account or Matching Account, as
                    applicable, immediately after the distribution.

         8.2(c)     DEEMED DISTRIBUTION.  If the nonforfeitable portion of a
         Participant's Account balance derived from Employer and Employee
         contributions is zero, the Participant shall be deemed to have
         received a distribution of the nonforfeitable portion of the
         Participant's Account upon the Participant's separation from service.

         A Participant's nonforfeitable Account balance derived from Employee
         contributions shall not include accumulated deductible employee
         contributions within the meaning of Code Section  72(o)(5)(B) for Plan
         Years beginning prior to January 1, 1989.

         8.2(d)     RESTORATION SOURCES.  Any amount restored under this
         Section  8-2 shall be restored from the following sources in the
         following order: first, from Forfeitures occurring in the Plan Year in
         which such amounts are restored, if any; second, from Employer
         Contributions for such Plan Year, if any; third, from Fund Earnings
         for such Plan Year; and, finally, from additional




                                     63
<PAGE>   80

         Employer Contributions.  However, at the election of the Employer,
         such amounts shall be restored entirely from additional Employer
         Contributions.

         8.2(e)     DATE FORFEITURES APPLIED OR ALLOCATED.  Any amounts which
         become a Forfeiture under this Section  8.2 shall be allocated or
         applied as of the allocation date specified in Section  6 which
         coincides with or immediately follows the date such Forfeiture occurs,
         except that the Employer may specify in the Adoption Agreement that
         Forfeitures which are applied to reduce Employer Contributions,
         Matching contributions or Qualified Nonelective Contributions shall be
         so applied as of the allocation date for such contributions which
         immediately follows the last day of the Plan Year in which such
         Forfeiture occurs.

         8.2(f)     IN-SERVICE DISTRIBUTIONS.  The provisions of this Section
         8.2(f) shall apply if the Plan permits in- service distribution under
         Section  9.2.

         If a distribution is made at a time when a Participant has a
         nonforfeitable right to less than 100% of his or her Employer Account
         or Matching Account and the Participant may increase the
         nonforfeitable percentage in such Account:

                    8.2(f)(1)     A separate special subaccount of the
                    Participant's Employer Account and Matching Account shall
                    be established to record the Participant's interest in such
                    accounts as of the time of the distribution; and

                    8.2(f)(2)     At any relevant time the Participant's
                    nonforfeitable portion of each such special subaccount
                    shall be determined in accordance with the formula
                    specified in Section  8.2(b).

SECTION 9.          ACCOUNT DISTRIBUTION - GENERAL RULES

9.1      AFTER SEPARATION FROM SERVICE.  Subject to the rules in this Section
9, Section  10, Benefit Payment Forms - JOINT AND SURVIVOR ANNUITY
REQUIREMENTS, and Section  11, MINIMUM DISTRIBUTION REQUIREMENTS, the
nonforfeitable portion of each Participant's Account (as determined in
accordance with Section  8) shall not be payable to such Participant before he
or she separates from service with the Employer and all Affiliates.

         9.1(a)     TIMING.  A Participant who has separated from service with
         the Employer and all Affiliates

                    9.1(a)(1)     STANDARD OPTION - may request a distribution
                    of the nonforfeitable portion of his or her Account as soon
                    as practicable after such separation from service.

                    9.1(a)(2)     ALTERNATIVE - if so specified in the Adoption
                    Agreement, may not request a distribution of the
                    nonforfeitable portion of his or her Account until Normal
                    Retirement Age, Early Retirement Age or Disability,
                    whichever is earlier.

         9.1(b)     REEMPLOYMENT.  Except as required in Section  11, no
         payment shall be made under this Section  9.1 if the Participant who
         separates from service is reemployed as an Employee before payment is
         made.  If a Participant is reemployed as an Employee after payment of
         the nonforfeitable portion of the Participant's Account has begun but
         before the entire balance attributable to such




                                      64                                     
<PAGE>   81

         nonforfeitable portion has been paid (or applied to purchase an
         annuity), payments to the Participant from such balance shall be
         terminated on the date he or she is so reemployed and no further
         payments shall be made to the Participant until he or she is
         subsequently entitled to such payments in accordance with the terms of
         this Plan.

         9.1(c)     $3,500 CASHOUT.  The nonforfeitable portion of a
         Participant's Account shall be distributed in a single sum to such
         Participant (or to the Participant's Beneficiary in the event of the
         Participant's death) as soon as administratively practicable following
         the Participant's separation from service with the Employer and all
         Affiliates for any reason if the nonforfeitable portion of such
         Account is (and at the time of any prior distribution was) $3500 or
         less.  Any such distributions made on or after January 1, 1993 shall
         be made in accordance with an applicable rules regarding the period
         for providing notices under Code Section  402(f) and for making direct
         rollover elections under Code Section  401(a)(31).

         9.1(d)     CLAIM.  Except as provided in this Section  9 and Section
         11, no payment shall be made until a written claim for such payment is
         filed with the Plan Administrator on an Election Form.  The Plan
         Administrator shall process each such claim in accordance with the
         claims procedure described in the summary plan description for this
         Plan.  If no such claim is submitted and the Participant does not
         defer payment pursuant to Section  9.1(e), payment may be made as soon
         as the benefit is not immediately distributable (within the meaning of
         Section  9.3) and shall, in any event, begin no later than 60 days
         following the end of the Plan Year in which

                    9.1(d)(1)     the Participant separates from service as an
                      Employee,

                    9.1(d)(2)     the Participant reaches age 65 or Normal
                      Retirement Age, if earlier, or

                    9.1(d)(3)     occurs the 10th anniversary of the year in
                    which the Participant commenced participation in the Plan,
                    whichever occurs last.

         9.1(e)     ELECTION TO DEFER PAYMENT.  If a Participant has separated
         from service with the Employer and all Affiliates and the
         nonforfeitable portion of the Participant's Account is (or at the time
         of any prior distribution was) more than $3,500, the Participant may
         defer distribution of that nonforfeitable portion, but in no event
         beyond

                    9.1(e)(1)     STANDARD OPTION - the Participant's Required
                    Beginning Date (as defined in Section 11).

                    9.1(e)(2)     ALTERNATIVE - if so specified in the Adoption
                    Agreement, the later of the Participant's Normal Retirement
                    Age or age 62.

         The failure of a Participant and his or her Spouse, it applicable, to
         consent to a distribution or make a written request to defer payment
         while a benefit is immediately distributable (within the meaning of
         Section 9.3) shall be deemed to be an election to defer commencement
         of payment of any benefit under this Section  9 until the benefit is
         no longer immediately distributable or, if Section  9.1(e)(1) applies,
         until the Required Beginning Date.





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<PAGE>   82

Nothing this Section  9.1(e) shall prevent the Plan Administrator from paying
in the normal form a benefit which is not immediately distributable without
regard to whether the Participant and his or her Spouse consent to such
distribution, unless the Participant has requested a deferral pursuant to
Section  9.1(e)(2).

         9.1(f)     EARLY RETIREMENT AGE.  If the Early Retirement Age includes
         both an age and service requirement, any Participant who separates
         from service before satisfying such age requirement, but after the
         Participant has satisfied the service requirement, may request a
         distribution of the nonforfeitable portion of his or her Account upon
         satisfaction of such age requirement.

         9.1(g)     DEATH.  In the event of the Participant's death, the
         nonforfeitable portion of the Participant's Account shall be payable
         to the Participant's Beneficiary as soon as administratively
         practicable after the Participant's death.

9.2      BEFORE SEPARATION FROM SERVICE.  Subject to the rules in this Section
9, Section  10, JOINT AND SURVIVOR ANNUITY REQUIREMENTS, and Section  11,
MINIMUM DISTRIBUTION REQUIREMENTS, the nonforfeitable portion of a
Participant's Account may be paid to the Participant before he or she separates
from service with the Employer and all Affiliates if so specified in the
Adoption Agreement or by the Board in accordance with Section  9.2(b)(2) or
Section  9.2(e).

         9.2(a)     MONEY PURCHASE PENSION PLAN OR TARGET BENEFIT PENSION PLAN.
         If this Plan is adopted as a Money Purchase Pension Plan or a Target
         Benefit Pension Plan,

                    9.2(a)(1)     STANDARD OPTION - except as provided in
                    Section  9.2(d) or (e), no distributions shall be made
                    before a Participant separates from service with the
                    Employer and all Affiliates, or

                    9.2(a)(2)     ALTERNATIVE - if so specified in the Adoption
                    Agreement, a Participant may request a distribution of all
                    or a portion of the nonforfeitable portion of the
                    Participant's Account on or after he or she reaches Normal
                    Retirement Age without regard to whether he or she has
                    separated from service.

         9.2(b)     401(K) PLAN.

                    9.2(b)(1)     DISTRIBUTION RESTRICTIONS.  If this Plan is
                    adopted as a 401(k) Plan, then, except as provided in this
                    Section  9.2(b)(1), a Participant's Elective Deferral
                    Account, Qualified Nonelective Account and Qualified
                    Matching Account shall not be distributable to the
                    Participant or the Participant's Beneficiary earlier than
                    upon the Participant's separation from service with the
                    Employer and all Affiliates, death or Disability.

                    9.2(b)(2)     TERMINATION OF PLAN OR DISPOSITION OF ASSETS
                    OR SUBSIDIARY.  Notwithstanding Section 9.2(b)(1) and
                    subject to the Participant and spousal consent rules in
                    Section  9.3 and Section  10, the Employer may, by action
                    of its Board, make lump sum distributions (within the
                    meaning of Code Section  401(k)(10(B)(ii)) of a
                    Participant's Account, including the Participant's Elective
                    Deferral Account, Qualified Nonelective Account and
                    Qualified Matching Account in accordance with Code Section
                    401(k) by reason by




                                  66
<PAGE>   83


                          9.2(b)(2)(i)     the termination of the Plan without
                          the establishment of another defined contribution
                          plan (other than an employee stock ownership plan as
                          defined in Code Section 4975(e) or Code Section  409
                          or a simplified employee pension as defined in Code
                          Section 408(k));

                          9.2(b)(2)(ii)    the disposition by the Employer or a
                          Participating Affiliate to an unrelated entity of
                          substantially all of the assets (within the meaning
                          of Code Section  409(d)(2)) used by the Employer or
                          such Participating Affiliate in a trade or business
                          of the Employer or a Participating Affiliate, if the
                          transferor continues to maintain this Plan after such
                          disposition, but such distributions shall be made
                          only with respect to a Participant who continues
                          employment with the entity acquiring such assets; or

                          9.2(b)(2)(iii)   the Disposition by the Employer or a
                          Participating Affiliate which is a corporation to an
                          unrelated entity of interest in a subsidiary (within
                          the meaning of Code Section  409(d)(3)), if the
                          transferor continues to maintain this Plan after such
                          disposition, but such distributions shall be made
                          only with respect to a Participant who continues
                          employment with such former subsidiary.

                    9.2(b)(3)     HARDSHIP DISTRIBUTION.

                          9.2(b)(3)(i)     GENERAL.  If the Employer specifies
                          in the Adoption Agreement that hardship distributions
                          shall be permitted, a Participant may request a
                          hardship distribution before he or she separates from
                          service from the Participant's Elective Deferral
                          Account (and, if applicable, from the nonforfeitable
                          portion of the other subaccounts of such Account
                          specified in the Adoption Agreement).  The Plan
                          Administrator shall grant such request if, and to the
                          extent that, the Plan Administrator determines that
                          such distribution is "necessary" to satisfy an
                          "immediate and heavy financial need" of the
                          Participant as determined in accordance with this
                          Section  9.2(b)(3). Any such request shall be made in
                          writing, shall set forth in detail the nature of such
                          hardship and the amount of the distribution needed as
                          a result of such hardship, and shall include adequate
                          documentation of the type of financial need and the
                          amount of the need.  If the Plan Administrator grants
                          such request, such application shall be processed and
                          such distribution shall be made in a single sum as
                          soon as administratively practicable.

                          9.2(b)(3)(ii)    SAFE HARBOR TEST FOR FINANCIAL NEED.
                          An "immediate and heavy financial need" shall mean
                          one or more of the following, as specified in the
                          Adoption Agreement,

                                  (A)      expenses for medical care described
                                  in Code Section  213(d) incurred by the
                                  Participant or the Participant's spouse or
                                  dependents (as defined in Code Section 152)
                                  and amounts necessary for such individuals to
                                  obtain such care,




                                     67
<PAGE>   84


                                  (B)      the purchase of (but not the
                                  mortgage payments for) a principal residence
                                  of the Participant,

                                  (C)      the payment of tuition and related
                                  educational fees for the next 12 months of
                                  post-secondary education for the Participant
                                  or the Participant's spouse, children or
                                  dependents (as defined in Section  152),

                                  (D)      the prevention of the eviction of
                                  the Participant from the Participant's
                                  principal residence or the foreclosure on the
                                  mortgage of the Participant's principal
                                  residence, or

                                  (E)      such other events as the Internal
                                  Revenue Service deems to constitute an
                                  "immediate and heavy financial need" under
                                  Code Section  401(k).

                          9.2(b)(3)(iii)   SAFE HARBOR TEST FOR DISTRIBUTION
                          NECESSARY TO SATISFY NEED.  A distribution shall be
                          deemed to be "necessary" to satisfy an immediate and
                          heavy financial need only if all of the following
                          requirements are satisfied:

                                  (A)      the distribution is not in excess of
                                  the amount of such need, including any
                                  amounts necessary to pay any federal, state
                                  or local income taxes or penalties reasonably
                                  anticipated to result from such withdrawal;

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


                                  (C)      the Participant's Elective Deferrals
                                  and Employee Contributions under this Plan
                                  and elective deferrals and employee
                                  contributions under all other plans
                                  maintained by the Employer or an Affiliate
                                  shall be suspended for the 12-month period
                                  following the date of receipt of such
                                  hardship distribution; and

                                  (D)      the Participant's Elective Deferrals
                                  under this Plan and elective deferrals under
                                  all other plans maintained by the Employer or
                                  an Affiliate for the Participant's taxable
                                  year immediately following the taxable year
                                  in which such hardship distribution was made
                                  shall exceed the applicable dollar limitation
                                  under Code Section 402(g) for such following
                                  taxable year less the amount of the
                                  Participant's Elective Deferrals under this
                                  Plan, and elective deferrals under all such
                                  other plans for the taxable year in which
                                  such hardship distribution was made.

                          9.2(b)(3)(iv)    ACCOUNT LIMITATIONS.  For Plan Years
                          beginning after December 31, 1988, no hardship
                          distribution shall be made under this Section
                          9.2(b)(3) to a Participant from

                                  9.2(b)(3)(iv)(A)       the Participant's
                                    Qualified Nonelective Account,




                                     68
<PAGE>   85


                                  9.2(b)(3)(iv)(B)       the Participant's
                                  Qualified Matching Account, or

                                  9.2(b)(3)(iv)(C)       the Fund Earnings
                                  allocated to the Participant's Elective
                                  Deferral Account

                          except to the extent of amounts credited to such
                          Accounts as of the end of the last Plan Year ending
                          before July 1, 1989.

                    9.2(b)(4)     DISTRIBUTIONS ON OR AFTER AGE 59-1/2.  If the
                    Employer specifies in the Adoption Agreement that
                    distributions shall be permitted on or after age 59-1/2, a
                    Participant may request a distribution of all or a portion
                    of the nonforfeitable portion of the subaccounts of the
                    Participant's Account specified in the Adoption Agreement
                    at any time on or after he or she reaches age 59-1/2.  Any
                    such request shall be made in writing on a Election Form
                    and such distribution shall be made in a single sum as soon
                    as practicable in accordance with such reasonable
                    nondiscretionary procedures as the Plan Administrator deems
                    appropriate under the circumstances for the proper
                    administration of the Plan.

                    9.2(b)(5)     EMPLOYER ACCOUNT AND MATCHING ACCOUNT.  If so
                    specified in the Adoption Agreement, a Participant may
                    request in accordance with reasonable and nondiscretionary
                    procedures a distribution of all or a portion of the
                    nonforfeitable portion of the Participant's Employer
                    Account and Matching Account after a fixed number of years,
                    the attainment of a stated age or upon the occurrence of
                    some prior event as specified in the Adoption Agreement.

         9.2(c)     PROFIT SHARING PLAN.  If this Plan is adopted as a Profit
         Sharing Plan, then, if so specified in the Adoption Agreement, a
         Participant may request in accordance with reasonable and
         nondiscriminatory procedures a distribution of all or a portion of the
         nonforfeitable portion of the Participant's Account after a fixed
         number of years, the attainment of a stated age or upon the occurrence
         of some prior event as specified in the Adoption Agreement.

         9.2(d)     WITHDRAWALS FROM EMPLOYEE ACCOUNT.

                    9.2(d)(1)     STANDARD OPTION.  A Participant may request a
                    withdrawal of all or a portion of the Participant's
                    Employee Account at any time.  Any such request shall be
                    made in writing on an Election Form and such withdrawal
                    shall be made in a single sum as soon as administratively
                    practicable in accordance with such reasonable
                    nondiscretionary procedures as the Plan Administrator deems
                    appropriate under the circumstances for the proper
                    administration of this Plan.

                    9.2(d)(2)     ALTERNATIVE.  The Employer may specify in the
                    Adoption Agreement that withdrawals from Employee Accounts
                    shall not be permitted before the nonforfeitable portion of
                    a Participant's Account otherwise becomes distributable
                    under this Section  9 or under Section  11 or may specify
                    other rules and conditions under which such withdrawals may
                    be made.




                                     69
<PAGE>   86


         Notwithstanding the foregoing, any portion of a Participant's Employee
         Account which is attributable to recharacterized Excess Contributions
         under Section  7.4(e) may only be withdrawn in accordance with the
         rules set forth in Section  9.2(b) applicable to an Elective Deferral
         Account.

         9.2(e)     PLAN TERMINATION.  If this Plan is terminated under Section
         14.6 and if the Board so specifies in its written action affecting
         such termination, distribution of the nonforfeitable portion of each
         Account shall be made as soon as administratively practical after the
         Plan is terminated subject to the rules in Section 9.2(b) and to Code
         Section  411.

9.3      CONSENT.

         9.3(a)     GENERAL.  If the nonforfeitable portion of a Participant's
         Account exceeds (or at the time of any prior distribution exceeded)
         $3500, and such Account is "immediately distributable", the
         Participant and the Participant's Spouse, if any, (or where the
         Participant has died, the surviving Spouse, if any) must consent to
         any distribution from such Account.  The consent of the Participant
         and the Participant's Spouse shall be obtained in writing within the
         90 day period ending on the Annuity Starting Date (as defined in
         Section  10.1).  The Plan Administrator shall notify the Participant
         and the Participant's Spouse of the right to defer any distribution
         until the Participant's Account is no longer "immediately
         distributable".  Such notification shall include a general description
         of the material features, and an explanation of the relative values
         of, the optional forms of benefit available under the Plan in a manner
         that would satisfy the notice requirements of Code Section  417(a)(3)
         and shall be provided no less than 30 days and no more than 90 days
         prior to the Annuity Starting Date.

         9.3(b)     EXCEPTIONS.  Notwithstanding the foregoing, only the
         Participant need consent to the commencement of a distribution in the
         form of a Qualified Joint and Survivor Annuity while the Participant's
         Account is immediately distributable.  Furthermore, if payment in the
         form of a Qualified Joint and Survivor Annuity is not required with
         respect to the Participant pursuant to Section  10, only the
         Participant need consent to the distribution from an Account that is
         immediately distributable.  The consent of the Participant and the
         Participant's Spouse shall not be required to the extent that a
         distribution is required to satisfy Code Section  401(a)(9), Section
         401(k), Section  401(m), Section  402(g) or Section  415.  In
         addition, upon termination of this Plan if the Plan is not required to
         offer an annuity option (purchased from a commercial provider), the
         nonforfeitable portion of the Participant's Account shall, without the
         Participant's consent, be distributed to the Participant unless the
         Employer or an Affiliate maintains another defined contribution plan
         (other than an employee stock ownership plan as defined in Code
         Section  4975(e)(7)), in which event, the Account of a Participant who
         does not consent to an immediate distribution shall be transferred to
         such other plan.

         9.3(c)     IMMEDIATELY DISTRIBUTABLE.  An Account is "immediately
         distributable" if any part of the Account could be distributed to the
         Participant (or the surviving Spouse) before the Participant reaches
         (or would have reached if not deceased) the later of Normal Retirement
         Age or age 62.

         9.3(d)     ACCUMULATED DEDUCTIBLE EMPLOYEE CONTRIBUTIONS.  For
         purposes of determining the applicability of the consent requirements
         under this Section  9.3 to distributions made before the first day of
         the first Plan Year beginning after December 31, 1988, the
         nonforfeitable portion of the




                                     70
<PAGE>   87


         Participant's Account shall not include amounts attributable to
         accumulated deductible employee contributions within the meaning of
         Code Section  72(o)(5)(B).

9.4      FORM OF DISTRIBUTION.  All distributions (including distributions
before separation from service under Section 9.2 but excluding corrective
distributions under Section  7) shall be made in the form specified in Section
10.

9.5      MINIMUM DISTRIBUTIONS.  The Plan shall satisfy the minimum
distribution requirements of Code Section  401(a)(9) as set forth in Section
11.

9.6      MISSING PERSON.  In the event that an Account becomes payable under
this Plan pursuant to Section  9.1(c), Section  9.1(d) or Section  9.1(e) and
the Plan Administrator is unable to locate the Participant or his or her
Beneficiary after sending written notice to the last known mailing address and
to the United States Social Security Administration, such Participant or
Beneficiary shall be presumed dead and such Account shall become a Forfeiture
on the third anniversary of the date such Account first became payable under
this Plan.  However, the amount of such Forfeiture shall be paid to such
missing Participant or Beneficiary in the event that such person files a claim
for such benefit while the Plan remains in effect and demonstrates to the
satisfaction of the Plan Administrator that such person in fact is such missing
Participant or Beneficiary.

9.7      NO ESTOPPEL OF PLAN.  No person is entitled to any benefit under this
Plan except and to the extent expressly provided under this Plan.  The fact
that payments have been made from this Plan in connection with any claim for
benefits under this Plan does not (1) establish the validity of the claim, (2)
provide any right to have such benefits continue for any period of time, or (3)
prevent this Plan from recovering the benefits paid to the extent that the Plan
Administrator determines that there was no right to payment of the benefits
under this Plan.  Thus, if a benefit is paid under this Plan and it is
thereafter determined by the Plan Administrator that such benefit should not
have been paid (whether or not attributable to an error by the Participant, the
Plan Administrator, the Employer or any other person), then the Plan
Administrator may take such action as the Plan Administrator deems necessary or
appropriate to remedy such situation, including without limitation by (1)
deducting the amount of any overpayment theretofore made to or on behalf of
such Participant from any succeeding payments to or on behalf of such
Participant under this Plan or from any amounts due or owing to such
Participant by the Employer or any Affiliate or under any other plan, program
or arrangement benefitting the employees or former employees of the Employer or
any Affiliate, (2) otherwise recovering such overpayment from whoever has
benefited from it.

If the Plan Administrator determines that an underpayment of benefits has been
made, the Plan Administrator shall take such action as it deems necessary or
appropriate to remedy such situation.  However, in no event shall interest be
paid on the amount of any underpayment other than the investment gains (or
losses) credited to the Participant's Account pending payment.

9.8      ADMINISTRATION.  All distributions shall be made in accordance with
such uniform and nondiscriminatory administrative and operational procedures
for Account distributions as the Plan Administrator deems appropriate under the
circumstances for the proper administration of the Plan.




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<PAGE>   88


SECTION 10.    BENEFIT PAYMENT FORMS - JOINT AND SURVIVOR ANNUITY REQUIREMENTS.

10.1     APPLICATION AND SPECIAL DEFINITIONS.  This Section  10 shall apply to
a Participant who is vested at the time of death or at the time of a
distribution from the Participant's Account in any portion of the Participant's
Account, whether such portion is attributable to Employer contributions,
Employee contributions, or both.  For purposes of this Section  10, the terms
defined in this Section  10.1 shall have the meanings shown opposite such
terms.

         10.1(a)    ANNUITY STARTING DATE.  means the first day of the first
         period for which an amount is paid as an annuity or any other form.

         10.1(b)    EARLIEST RETIREMENT AGE.  means

                    10.1(b)(1)    if distributions are permitted only upon
                    separation from service, the earliest age at which the
                    Participant could separate from service and receive a
                    distribution;

                    10.1(b)(2)    if distributions are permitted before
                    separation from service, the earliest age at which such
                    distribution could be made; or

                    10.1(b)(3)    if clauses (1) and (2) do not apply, the
                    Early Retirement Age.

         10.1(c)    ELECTION PERIOD.  means

                    10.1(c)(1)    for a Qualified Preretirement Survivor
                    Annuity, the period which begins on the earlier of (i) the
                    first day of the Plan Year in which the Participant attains
                    age 35 or (ii) the date such Participant separates from
                    service and ends on the date of the Participant's death and

                    10.1(c)(2)    for a Qualified Joint and Survivor Annuity or
                    a Life Annuity, the 90 day period ending on the Annuity
                    Starting Date.

         Notwithstanding the foregoing, a Participant who has not yet reached
         age 35 (and who will not reach age 35 as of the end of the current
         Plan Year) may make a special Qualified Election to waive the
         Qualified Preretirement Survivor  Annuity for the period beginning on
         the date of such election and ending on the first day of the Plan Year
         in which the Participant will reach age 35.  Such election shall not
         be valid unless the Participant receives a written explanation of the
         Qualified Preretirement Survivor Annuity in such terms as are
         comparable to the explanation required under Section  10.4.  Qualified
         Preretirement Survivor Annuity coverage shall be automatically
         reinstated as of the first day of the Plan Year in which the
         Participant reaches age 35.  Any new waiver on or after such date
         shall be subject to the full requirements of this Section  10.

         10.1(d)    LIFE ANNUITY.  means a nontransferable immediate annuity
         payable for the life of the Participant, which is the amount of
         benefit which can be purchased with such Participant's Vested Account
         Balance as of the Annuity Starting Date.




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<PAGE>   89


         10.1(e)    QUALIFIED ELECTION.  means a Participant's election to
         waive the Qualified Joint and Survivor Annuity or the Qualified
         Preretirement Survivor Annuity which election shall not be effective
         unless (1) the election designates a specific Beneficiary (including
         any class of Beneficiaries or any contingent Beneficiaries) and, for
         an election to waive a Qualified Joint and Survivor Annuity, the
         particular form of benefit payment, which designations cannot be
         changed without the Spouse's consent (or the Spouse expressly permits
         designations by the Participant without any further spousal consent);
         (2) such Participant's Spouse consents in writing to such election on
         an Election Form; (3) such consent acknowledges the effect of such
         election; and (4) such consent is witnessed by a notary public;
         provided,

                    10.1(e)(0)(i)          if the Participant establishes to
                    the satisfaction of a Plan representative that such written
                    consent may not be obtained because there is no Spouse or
                    the Spouse cannot be located or because of such other
                    circumstances as may be described in the regulations under
                    Code Section  417, a Participant's election shall be deemed
                    to be a Qualified Election;

                    10.1(e)(0)(ii)         a Spouse's written consent under
                    this Section  10.1(e) shall be irrevocable as to such
                    Spouse and shall be binding only as against such Spouse.

                    10.1(e)(0)(iii)        no consent shall be valid unless the
                    Participant received notice as provided in Section  10.4;

                    10.1(e)(0)(iv)         a consent that permits designations
                    by the Participant without any further spousal consent must
                    acknowledge that the Spouse has the right to limit consent
                    to a specific Beneficiary, and, if applicable, a specific
                    form of benefit payment, and that the Spouse voluntarily
                    elects to relinquish either or both of such rights; and

                    10.1(e)(0)(v) a Participant may revoke (without the consent
                    of his or her Spouse) an election to waive the Qualified
                    Joint and Survivor Annuity or the Qualified Preretirement
                    Survivor Annuity on an Election Form any time prior to the
                    date as of which the Participant's Account becomes payable
                    under Section  9.

         10.1(f)    QUALIFIED JOINT AND SURVIVOR ANNUITY.  means a
         nontransferable immediate annuity payable for the life of the
         Participant which is the amount of benefit which can be purchased with
         the Participant's Vested Account Balance on the Annuity Starting Date
         with a survivor annuity payable for the life of the Participant's
         surviving Spouse which is

                    10.1(f)(1)    STANDARD OPTION - 50% or

                    10.1(f)(2)    ALTERNATIVE - such greater percentage (not to
                    exceed 100%) specified in the Adoption Agreement

         of the amount of the annuity which is payable during the joint lives
         of the Participant and such Spouse.

         10.1(g)    QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.  means a
         nontransferable annuity payable for the life of the surviving Spouse,
         which is the amount of benefit which can be purchased with




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<PAGE>   90


                    10.1(g)(1)    STANDARD OPTION - 100% of the Participant's
                    Vested Account Balance as of the Annuity Starting Date or

                    10.1(g)(2)    ALTERNATIVE - such lesser percentage (not
                    less than 50%) specified in the Adoption Agreement of such
                    Participant's Vested Account Balance (determined by
                    allocating the portion of such balance which is
                    attributable to employee contributions proportionately to
                    such annuity and to the remainder of such balance).

         10.1(h)    VESTED ACCOUNT BALANCE.  means the nonforfeitable portion
         of a Participant's Account derived from Employer contributions and
         Employee contributions (including Rollover Contributions), whether
         vested before or upon death, including the proceeds of insurance
         contracts, if any, on the Participant's life and reduced, if
         applicable, for outstanding loans in accordance with Section
         13.3(d)(1)(iv).

10.2     DISTRIBUTION TO PARTICIPANT.  Unless a Participant waives the
Qualified Joint and Survivor Annuity and elects and optional method of
distribution (as described in Section  10.6) on an Election Form pursuant to a
Qualified Election within the Election Period, any distribution of such
Participant's Vested Account Balance shall be paid in the form of (a) a
Qualified Joint and Survivor Annuity for each such married Participant and his
or her Spouse or (b) a Life Annuity for each such unmarried Participant.  A
Participant may elect that such annuity be distributed upon attainment of the
Earliest Retirement Age.

10.3     DISTRIBUTION TO SURVIVING SPOUSE.  Unless a Participant waives the
Qualified Preretirement Survivor Annuity and elects and optional method of
distribution (as described in Section  10.6) on an Election Form pursuant to a
Qualified Election within the Election Period, such Participant's Vested
Account Balance shall, in the event of the Participant's death before the
Participant's Annuity Starting Date, be applied to purchase a Qualified
Preretirement Survivor Annuity for the surviving Spouse.  If the Qualified
Preretirement Survivor Annuity is less than 100%, the remaining portion of the
Participant's Vested Account Balance shall be payable to the Participant's
Beneficiary under Section  9.  The surviving Spouse may elect that such
Qualified Preretirement Survivor Annuity be distributed to such Spouse within a
reasonable period following the death of the Participant.  Notwithstanding the
foregoing, a surviving Spouse entitled to a Qualified Preretirement Survivor
Annuity may elect in writing after the Participant's death to have the
Participant's Vested Account Balance distributed in an optional form of benefit
in accordance with Section  10.6.

10.4     NOTICE REQUIREMENTS.

         10.4(a)    QUALIFIED JOINT AND SURVIVOR ANNUITY AND LIFE ANNUITY.  The
         Plan Administrator shall no less than 30 days and no more than 90 days
         before the Annuity Starting Date provide each Participant with a
         written explanation of the Qualified Joint and Survivor Annuity and
         the Life Annuity, which explanation shall describe

                    10.4(a)(1)    the terms and conditions of such annuity;

                    10.4(a)(2)    the Participant's right to make a Qualified
                    Election to waive such annuity and the effect of such
                    election;

                    10.4(a)(3)    the rights of the Participant's Spouse, if
                    any;



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<PAGE>   91


                    10.4(a)(4)    the right to revoke such election and the
                       effect of such a revocation; and

                    10.4(a)(5)    the relative values of the various optional
                       forms of benefits under the Plan.

         10.4(b)    QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.  The Plan
         Administrator shall provide to each Participant within the "applicable
         period" for such Participant a written explanation of the Qualified
         Preretirement Survivor Annuity which includes the type of information
         described in Section  10.4(a).  The "applicable period" for a
         Participant is

                    10.4(b)(1)    the period beginning on the first day of the
                    Plan Year in which such Participant attains age 32 and
                    ending with the close of the Plan Year preceding the Plan
                    Year in which the Participant attains age 35.

                    10.4(b)(2)    a reasonable period ending after he or she
                    becomes a Participant, or

                    10.4(b)(3)    a reasonable period ending after this Section
                    10 applies to such Participant.

         whichever period ends last.  However, if a Participant separates from
         service before he or she reaches age 35, such notice shall be provided
         within  the two year period beginning one year before the
         Participant's separation from service and ending one year after such
         separation and if such Participant is subsequently reemployed, the
         applicable period for such Participant shall be redetermined under
         Section  10.4(b)(1) through Section  10.4(b)(3).  For purposes of
         Section  10.4(b)(2) and Section  10.4(b)(3), a "reasonable period" is
         the two year period which begins one year prior to the occurrence of
         the event and ends one year after the occurrence of the event.

10.5     SAFE HARBOR RULES.

         10.5(a)    APPLICATION.  If so specified in the Adoption Agreement,
         the provisions in this Section  10.5 shall apply in lieu of Section
         10.1 through Section  10.4 to (1) a Participant in a Profit Sharing
         Plan or a 401(k) Plan, and (2) to any distribution made on or after
         the first day of the first Plan Year beginning after December 31, 1988
         from and 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 or Target Benefit Pension Plan provided that the
         conditions specified in Section  10.5(b) are satisfied.

         10.5(b)    CONDITIONS.  In order to fit within the safe harbor (1) the
         Participant does not or cannot elect payments in the form of a Life
         Annuity with respect lo the Participant's Vested Account Balance; (2)
         on the death of a Participant, the Participant's Vested Account
         Valance shall be paid to the Participant's surviving Spouse, or if
         there is no surviving Spouse or if the surviving Spouse has consented
         in a manner conforming to a Qualified Election, to the Participant's
         Beneficiary; and (3) with respect to a Participant in a Profit Sharing
         Plan or a 401(k) Plan, the Plan is not a direct or indirect transferee
         of a defined benefit plan, the money purchase pension plan, target
         benefit pension plan, stock bonus plan, or profit-sharing plan which
         is subject to the survivor annuity requirements of Code Section
         401(a)(11) and Code Section  417 ("Transferee Plan"), or the Plan
         maintains separate bookkeeping accounts for such Participant's
         Transferee Plan benefits and all other benefits of the Participant
         under the Plan and gains, losses, withdrawals, contributions,




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<PAGE>   92

         forfeitures, and other credits or charges are allocated on a
         reasonable and consistent basis between the Transferee Plan benefits
         (which are subject to the survivor annuity requirements in Section
         10.1 through Section  10.4) and the other Plan benefits (which are
         subject to the safe harbor rule in this Section  10.5).

         10.5(c)    SURVIVING SPOUSE.  The surviving Spouse may elect to have
         distribution of the Vested Account Balance commence within the 90 day
         period following the date of the Participant's death. The Vested
         Account Balance shall be adjusted for Fund Earnings occurring after
         the Participant's death in accordance with Section  6.2 in the same
         manner that Accounts are adjusted for other types of distributions.

         10.5(d)    WAIVER OF SPOUSAL BENEFIT.  The Participant may waive the
         spousal death benefit described in this Section  10.5 at any time;
         provided, no such waiver shall be effective unless it satisfies the
         conditions described in Section  10.1(e) (other than the notification
         requirement referred to in such section) that would apply to the
         Participant's Qualified Election to waive the Qualified Preretirement
         Survivor Annuity.

         10.5(e)    VESTED ACCOUNT BALANCE.  For purposes of this Section
         10.5, Vested Account Balance shall mean, (1) in the case of a Money
         Purchase Pension Plan or Target Benefit Pension Plan, the
         Participant's separate account balance attributable solely to
         accumulated deductible contributions within the meaning of Code
         Section 72(o)(5)(B) and (2) in the case of a Profit Sharing Plan or
         401(k) Plan, the Participant's Vested Account Balance as defined in
         Section  10.1(h), excluding the portion of such Vested Account Balance
         which is attributable to Transferee Plan benefits described in Section
         10.5(b).

10.6     OPTION FORMS.

         10.6(a)    GENERAL.  If a Participant properly and timely waives the
         Qualified Joint and Survivor Annuity as described in Section  10.2 or
         to the extent the safe harbor rules of Section  10.5 apply to a
         distribution, such distribution shall be made in the form specified in
         this Section  10.6 as selected by the Participant (or his or her
         Beneficiary in the event of the Participant's death).

         10.6(b)    BEFORE SEPARATION FROM SERVICE.  Any distribution made
         pursuant to Section  9.2 shall, subject to Section  10.2, be made in a
         single sum.

         10.6(c)    AFTER SEPARATION FROM SERVICE.

                    10.6(c)(1)    STANDARD OPTION. The optional benefit form
                    available to any Participant after separation from service
                    with the Employer and all Affiliates or to his or her
                    Beneficiary in the event of the Participant's death shall
                    be a single sum.

                    10.6(c)(2)    ALTERNATIVE.  If specified in the Adoption
                    Agreement, the following optional benefit forms shall be
                    available to any Participant (or to his or her Beneficiary
                    in the event of the Participant's death):

                          10.6(c)(2)(i)    SINGLE SUM - by payment in a single
                          sum.




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<PAGE>   93


                          10.6(c)(2)(ii)   INSTALLMENTS - by payment in annual
                          installments (or more frequent installments) over a
                          specified period in accordance with the minimum
                          distribution rules in Section  11.

                          10.6(c)(2)(iii)  ANNUITY - in the form of an annuity
                          contract under which the amount of benefits shall be
                          that which can be provided by applying the
                          nonforfeitable portion of such Participant's Account
                          to the applicable settlement option or annuity
                          purchase rate under such contract; or

                          10.6(c)(2)(iv)   OTHER FORMS - under one of the
                          optional forms of distribution, if any, under the
                          Preexisting Plan or a plan described in Section  14.5
                          which are required to be preserved under Code Section
                          411(d)(6).  Such optional forms shall be described in
                          the Adoption Agreement and, unless otherwise
                          specified in the Adoption Agreement, such other forms
                          shall apply to the Participant's entire Account
                          balance.  Notwithstanding the foregoing, it the Plan
                          Administrator separately accounts for benefits under
                          a Preexisting Plan or a plan described under Section
                          14.5 or, if applicable, under Section  10.5, the
                          optional forms may be limited to such separate
                          accounts.

         10.6(d)    NO METHOD SELECTED.  If the safe harbor rules of Section
         10.5 apply to a distribution, but the Participant or the
         Participant's Spouse or Beneficiary fails to specify the method of
         distribution, then any distribution made to such Participant, Spouse
         or Beneficiary shall be made in a single sum.

         10.6(e)    SINGLE SUM.  A distribution made on account of a
         Participant's death or separation from service with the Employer and
         all Affiliates which is made in more than one payment shall be deemed
         to be a single sum distribution for purposes of this Plan if the
         additional payment or payments are necessary to reflect allocations
         completed following the Participant's death or separation from
         service.

         10.6(f)    IN KIND DISTRIBUTIONS.  A distribution shall be made in
         kind only to the extent provided in the Adoption Agreement and only to
         the extent an "in kind" distribution is permissive under ERISA.

10.7     ANNUITY CONTRACTS.  Any annuity contract distributed by the Plan to
Participant or a Beneficiary shall be nontransferable and the Terms of such
contract shall comply with the applicable requirements of this Plan and the
Code.

10.8     TRANSITIONAL RULES.

         10.8(a)    Any living Participant not receiving benefits on August 23,
         1984, who would otherwise not receive the benefits prescribed by the
         previous sections of this Section  10 must be given the opportunity to
         elect to have such sections apply (1) if such Participant credited
         with at least one Hour of Service under this Plan or a predecessor
         plan in a Plan Year beginning on or after January 1, 1976, and (2)
         such Participant had it least 10 years of vesting service when he or
         she separated from service.




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<PAGE>   94


         10.8(b)    Any living Participant not receiving benefits on August 23,
         1984, who was credited with at least one Hour of Service under this
         Plan or a predecessor plan on or after September 2, 1974, and who is
         not otherwise credited with any service in a Plan Year beginning on or
         after January 1, 1976, must be given the opportunity to have his or
         her benefits paid in accordance with Section  10.8(d).

         10.8(c)    The respective opportunities to elect (as described in
         Section  10.8(a) and (b) above) must be afforded to the appropriate
         Participants during the period commencing on August 23, 1984, and
         ending on the date benefits would otherwise commence to such
         Participants.

         10.8(d)    Any Participant who has elected pursuant to Section
         10.8(b) and any Participant who does not elect under Section  10.8(a)
         or who meets the requirements of Section  10.8(a) except that such
         Participant does not have at least 10 years of vesting service when he
         or she separates from serve, shall have his or her benefits
         distributed in accordance with all of the following requirements if
         benefits would have been payable in the form of a life annuity:

                    10.8(d)(1)    If benefits in the form of a life annuity
                    become payable to a married Participant who:

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

                          10.8(d)(1)(ii)   dies on or after Normal Retirement
                          Age while still working for the Employer; or

                          10.8(d)(1)(iii)  begins to receive payments on or
                          after the "qualified early retirement age"; or

                          10.8(d)(1)(iv)   separates from service on or after
                          attaining Normal Retirement Age (or the "qualified
                          early retirement age") and after satisfying the
                          eligibility requirements for the payment of benefits
                          under the Plan and thereafter dies before beginning
                          benefits to receive such benefits;

         then such benefits shall be received under this Plan in the form of a
         Qualified Joint and Survivor Annuity, unless the Participant has
         elected otherwise during the election period.  The election period
         must begin at least 6 months before the Participant attains "qualified
         early retirement age" and end not more than 90 days before the
         commencement of benefits.  Any such election shall be in writing and
         may be changed by the Participant at any time.

                    10.8(d)(2)    A Participant who is employed after attaining
                    the qualified early retirement age shall be given the
                    opportunity to elect, during the election period, to have a
                    survivor annuity payable on death.  The election period
                    begins on the later of (i) the 90th day before the
                    Participant attains the "qualified early retirement age,"
                    or (ii) the date on which participation begins, and ends on
                    the date the Participant separates from service.  Any such
                    election shall be in writing and may be changed by the
                    Participant at any time.  If the Participant elects the
                    survivor annuity, payments under such annuity must not be
                    less than the payments which would have been made




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<PAGE>   95

                    to the Spouse under the Qualified Joint and Survivor
                    Annuity if the Participant had retired on the day before
                    the Participant's death.

                    10.8(d)(3)    For purposes of this Section  10.8(d),
                    "qualified early retirement age" means the latest of:

                          10.8(d)(3)(i)    the earliest date under the Plan on
                          which the Participant may elect to receive retirement
                          benefits,

                          10.8(d)(3)(ii)   the first day of the 120th month
                          beginning before the Participant reaches Normal
                          Retirement age, or

                          10.8(d)(3)(iii)  the date the Participant begins
                          participation.

10.9     DIRECT ROLLOVERS.

         10.9(a)    GENERAL.  This Section  10.9 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  10, 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 by the Plan
         to an Eligible Retirement Plan specified by the Distributee in a
         direct rollover in accordance with Code Section 401(a)(31).

         10.9(b)    DEFINITIONS.

                    10.9(b)(1)    ELIGIBLE ROLLOVER DISTRIBUTION.  An Eligible
                    Rollover Distribution is any distribution of all or any
                    portion of the balance to the credit of he Distributee,
                    except that an Eligible Rollover Distribution does not
                    include: any distribution that is one of a series of
                    substantially equal periodic payments (not less frequently
                    than annually) made for the life (or life expectancy) of
                    the Distributee or the joint lives (or joint life
                    expectancies) of the Distributee and the Distributee's
                    designated beneficiary, or for a specified period of ten
                    years or more; any distribution to the extent such
                    distribution is required under Code Section  401(a)(9); and
                    the portion of any distribution that is not includable in
                    gross income (determined without regard to the exclusion
                    for net unrealized appreciation with respect to employer
                    securities).

                    10.9(b)(2)    ELIGIBLE RETIREMENT PLAN.  An Eligible
                    Retirement Plan is an individual retirement account
                    described in Code Section  408(a), an individual retirement
                    annuity described in Code Section 408(b), an annuity plan
                    described in Code Section  403(a), or a qualified trust
                    described in Code Section  401(a), that accepts the
                    Distributee's Eligible Rollover Distribution.  However, in
                    the case of an Eligible Rollover Distribution to the
                    surviving spouse, an Eligible Retirement Plan is an
                    individual retirement account or individual retirement
                    annuity.

                    10.9(b)(3)    DISTRIBUTEE.  A Distributee includes an
                    Employee or former Employee.  In addition, the Employee's
                    or former Employee's surviving spouse and the Employee's or
                    former spouse who is the alternate payee under a qualified
                    domestic




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<PAGE>   96

                    relations order, as defined in Code Section  414(p), are
                    Distributees with regard to the interest of the spouse or
                    former spouse.

SECTION 11.         MINIMUM DISTRIBUTION REQUIREMENTS

11.1     GENERAL.  Subject to Section  10, BENEFIT PAYMENT FORMS - JOINT AND
SURVIVOR ANNUITY REQUIREMENTS, the requirements of this Section  11 shall apply
to any distribution of a Participant's Account and shall take precedence over
any inconsistent provisions of this Plan.  Unless otherwise specified, the
provisions of this Section  11 shall apply to calendar years beginning after
December 31, 1984.  All distributions required under this Section  11 shall be
determined and made in accordance with the proposed regulations under Code
Section  401(a)(9), including the minimum distribution incidental benefit
requirement of Section  1.401(a)(9)-2 of the proposed regulations.

11.2     SPECIAL DEFINITIONS.

         11.2(a)    APPLICABLE CALENDAR YEAR means the first Distribution
         Calendar Year, and if life expectancy is being recalculated, each
         succeeding calendar year.

         11.2(b)    APPLICABLE LIFE EXPECTANCY means the life expectancy (or
         joint and last survivor expectancy) calculated using the attained age,
         of the Participant (or Designated Beneficiary) as of the Participant's
         (or Designated Beneficiary's) birthday in the Applicable Calendar Year
         reduced by one for each calendar year which has elapsed since the date
         life expectancy was first calculated.  If life expectancy is being
         recalculated, the Applicable Life Expectancy shall be the life
         expectancy as so recalculated.

         11.2(c)    DESIGNATED BENEFICIARY means the individual who is
         designated as the Beneficiary under this Plan in accordance with Code
         Section  401(a)(9) and the regulations under such Code section.

         11.2(d)    DISTRIBUTION CALENDAR YEAR means a calendar year for which
         a minimum distribution is required.  For distributions beginning
         before the Participant's death, the first Distribution Calendar Year
         shall be the calendar year immediately preceding the calendar year
         which contains the participant's Required Beginning Date.  For
         distributions beginning after the Participant's death, the first
         Distribution Calendar Year shall be the calendar year in which
         distributions are required to begin pursuant to Section  11.6.

         11.2(e)    LIFE EXPECTANCY means the life expectancy (or joint and
         last survivor expectancy) as computed by use of the expected return
         multiples in Tables V and VI of Section  1.72-9 of the Federal Income
         Tax Regulations.  Unless otherwise elected by the Participant (or
         Spouse, in the case of distributions described in Section 11.6(b)(2))
         by the time distributions are required to begin, life expectancies
         shall be recalculated annually.  Such election shall be irrevocable as
         to the Participant (or Spouse) and shall apply to all subsequent
         years.  The life expectancy of a nonspouse Beneficiary may not be
         recalculated.

         11.2(f)    PARTICIPANT'S BENEFIT means the nonforfeitable portion of a
         Participant's Account determined as of the last Valuation Date in the
         calendar year immediately preceding the Distribution Calendar Year
         ("valuation calendar year") increased by the amount of any
         contributions or forfeitures allocated to the Account as of dates in
         the valuation calendar year after such Valuation Date and decreased by
         distributions made in the valuation calendar year




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         after such Valuation.  If any portion of the minimum distribution for
         the first Distribution Calendar Year is made in the second
         Distribution Calendar Year on or before the Required Beginning Date,
         the amount of the minimum distribution made in the second Distribution
         Calendar Year shall be treated as if it had been made in the
         immediately preceding Distribution Calendar Year.

         11.2(g)    REQUIRED BEGINNING DATE.

                    11.2(g)(1)    GENERAL RULE.  The Required Beginning Date of
                    a Participant who reaches age 70 1/2 after December 31,
                    1987 is the first day of April of the calendar year
                    following the calendar year in which the Participant
                    reaches age 70 1/2.

                    11.2(g)(2)    AGE 70 1/2 BEFORE 1988.  The Required
                    Beginning Date of a Participant who reaches age 70 1/2
                    before January 1, 1988 shall be,

                          11.2(g)(2)(i)    for a Participant who is not a 5%
                          owner, the first day of April of the calendar year
                          following the calendar year in which occurs the later
                          of retirement or reaching age 70 1/2; or

                          11.2(g)(2)(ii)   for a Participant who is a 5% owner
                          during any year beginning after December 31, 1979,
                          the first day of April following the later of:

                                  (A)      the calendar year in which the
                                  Participant reaches age 70 1/2; or

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

                    11.2(g)(3)    AGE 70 1/2 DURING 1988. The Required
                    Beginning Date of a Participant who is not a 5% owner, who
                    reaches age 70 1/2 during 1988 and who has not retired
                    before January 1, 1989 shall be April 1, 1990.  The
                    Required Beginning Date of a Participant who is a 5% owner
                    or who retired before January 1, 1989 and who reached age
                    70 1/2 during 1988 shall be determined in accordance with
                    Section 11.2(g)(1).

                    11.2(g)(4)    5% OWNER.  A participant shall be treated as
         a 5% owner for purposes of this Section 11.2(g) if such Participant is
         a 5% owner as defined in Code Section  416(i) (determined in
         accordance with Code Section  416 but without regard to whether the
         Plan is top heavy) at any time during the Plan Year ending with or
         within the calendar year in which such individual attaints age 66 1/2
         or any subsequent Plan Year.  Once distributions have begun to a 5%
         owner under this Section  11, they must continue to be distributed,
         even if the Participant ceases to be a 5% owner in a subsequent year.

11.3     REQUIRED BEGINNING DATE.  The entire nonforfeitable interest of a
Participant must be distributed or begin to be distributed no later than the
Participant's Required Beginning Date.  Such distribution shall be made

         11.3(a)    in the form of a Qualified Joint and Survivor Annuity as
         described in Section  10.2, or




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<PAGE>   98


         11.3(b)    if the Qualified Joint and Survivor Annuity is properly
waived or to the extent the safe harbor rules in Section  10.5 apply, in the
optional benefit form in Section  10.6 selected by the Participant.

Notwithstanding the foregoing, even if installment distributions are not
otherwise available as an optional benefit form, a Participant who has not
separated from service with the Employer and all Affiliates as of the Required
Beginning Date (or as of the end of any Distribution Calendar Year thereafter)
may elect to receive the minimum distribution amount for each such Distribution
Calendar Year as described in Section  11.5

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

         11.4(a)    the life of the Participant,

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

         11.4(c)    a period certain not extending beyond the life expectancy
of the Participant or

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

11.5     DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR.  If the
Participant's interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the Required
Beginning Date:

         11.5(a)    INDIVIDUAL ACCOUNT.

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

                    11.5(a)(2)    INCIDENTAL DEATH BENEFIT RULES

                          11.5(a)(2)(i)    For calendar years beginning before
January 1, 1989, if the Participant's Spouse is not the Designated Beneficiary,
the method of distribution selected must assure that at least 50% of the
present value of the amount available for distribution is paid within the life
expectancy of the Participant.

                          11.5(a)(2)(ii)   For calendar years beginning after
December 31, 1988, the amount to be distributed each year, beginning with
distributions for the first Distribution Calendar Year, shall not be less than
the quotient obtained by dividing the Participant's Benefit by the lesser of
(A) the Applicable Life Expectancy or (B) if the Participant's Spouse is not
the Designated Beneficiary, the applicable divisor determined from the table
set forth in Q&A-4 of Section  1.40(a)(9)-2 of the proposed regulations.
Distributions after the death of the Participant shall be distributed using the
Applicable Life



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<PAGE>   99

Expectancy in Section  11.5(a)(1) as the relevant divisor without regard to
Section  1.40(a)(9)-2 of the proposed regulations.

                    11.5(a)(3)    TIMING.  The minimum distribution required
for the Participant's first Distribution Calendar Year must be made on or
before the Participant's Required Beginning Date.  The minimum distribution for
subsequent Distribution Calendar Years, including the minimum distribution for
the Distribution Calendar Year in which the Participant's Required Beginning
Date occurs, must be made on or before December 31 of that Distribution
Calendar Year.

         11.5(b)    ANNUITY CONTRACTS.  If the Participant's Benefit is
distributed in the form of an annuity purchased from an insurance company,
distributions under such annuity shall be made in accordance with the
requirements of Code Section  401(a)(9).

11.6     DEATH DISTRIBUTION PROVISIONS.

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

         11.6(b)    DISTRIBUTION BEGINNING AFTER DEATH.  If the Participant
dies before distribution of his or her nonforfeitable interest begins,
distribution of the Participant's entire nonforfeitable interest shall be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death except to the extent that an election is made to
receive distributions in accordance with (1) or (2) below:

                    11.6(b)(1)    if any portion of the Participant's
nonforfeitable interest is payable to a Designated Beneficiary, distributions
may be made over the life or over a period certain not greater than the life
expectancy of the Designated Beneficiary and shall commence on or before
December 31 of the calendar year immediately following the calendar year in
which the Participant died;

                    11.6(b)(2)    If the Designated Beneficiary is the
Participant's surviving Spouse, distributions may be made over the period
described in clause (1) above but the required commencement date may be
deferred until the later of (i) December 31 of the calendar year immediately
following the calendar year in which the Participant died or (ii) December 31
of the calendar year in which the Participant would have reached age 70 1/2.

If the Participant has not made an election pursuant to this Section  11.6(b)
by the time of the Participant's death, the Participant's Designated
Beneficiary must elect the method of distribution no later than the earlier of
(A) December 31 of the calendar year in which distributions would be required
to begin under this Section  11.6, or (B) December 31 of the calendar year
which contains the fifth anniversary of the date of death of the Participant.
If the Participant has no Designated Beneficiary, or if the Designated
Beneficiary does not elect a method of distribution, distribution of the
Participant's entire interest must be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant's death.




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<PAGE>   100


         11.6(c)    SPECIAL RULES.

                    11.6(c)(1)    For purposes of Section 11.6(b), if the
         surviving Spouse dies after the Participant, but before payments to
         such Spouse begin, the provisions of Section 11.6(b), with the
         exception of Section 11.6(b)(2), shall be applied as if the surviving
         Spouse were the Participant.

                    11.6(c)(2)    For purposes of this Section 11.6, any
         amount paid to a child of the Participant shall be treated as if it
         had been paid to the surviving Spouse if the amount becomes payable to
         the surviving Spouse when the child reaches the age of majority.

                    11.6(c)(3)    For the purposes of this Section 11.6,
         distribution of a Participant's interest shall be considered to begin
         on the Participant's Required Beginning Date (or, if Section
         11.6(c)(1) above is applicable, the date distribution is required to
         begin to the surviving Spouse pursuant to Section 11.6(b)).  If
         distribution in the form of an annuity irrevocably commences to the
         Participant before the Required Beginning Date, the date distribution
         is considered to begin shall be the date distribution actually
         commences.

11.7     SPECIAL PRE-TEFRA DISTRIBUTION ELECTION.

         11.7(a)    GENERAL RULE.  Subject to Section 10, BENEFIT PAYMENT
FORMS - JOINT AND SURVIVOR ANNUITY REQUIREMENTS, the nonforfeitable percentage
of the Account of any Participant (including a "5% owner" as described in
Section 11.2(g)(4)) who has in effect a Special Pre-TEFRA Distribution
Election (as described in Section 11.7(b)) shall be paid only to the
Participant, or in the case of the Participant's death, only to his or her
beneficiary in accordance with the method of distribution specified in such
election without regard to the distribution rules set forth in Section 11.1
through Section 11.6.

         11.7(b)    SPECIAL PRE-TEFRA DISTRIBUTION ELECTION.  For purposes of
this Section 11.7, a Special Pre-TEFRA Distribution Election means a
designation in writing, signed by the Participant or his or her beneficiary,
made before January 1, 1984 by a Participant in this Plan or a Participant in a
Preexisting Plan who had accrued a benefit under such plan as of December 31,
1983 which designation specifies

                    11.7(b)(1)    a distribution method which was permissible
         under Code Section 401(a)(9) as in effect prior to amendment by the
         Deficit Reduction Act of 1984,

                    11.7(b)(2)    the time at which such distribution will
         commence,

                    11.7(b)(3)    the period over which such distribution will
         be made, and

                    11.7(b)(4)    if such designation is to be effective for a
         beneficiary, the beneficiaries of the Participant in order of
         priority.

A distribution to be made upon the death of a Participant shall not be covered
under this Section 11.7(b) unless the information in the designation with
respect to such distribution satisfies the requirements of this Section
11.7(b).

         11.7(c)    CURRENT DISTRIBUTIONS.  Any distribution which began before
January 1, 1984 and continues after such date shall be deemed to be made
pursuant to a Special Pre-TEFRA Distribution




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<PAGE>   101

Election if the method of distribution was set forth in writing and such method
satisfies the requirements of Section 11.7(b)(1) through (4).

         11.7(d)    REVOCATION.  A Participant who made a Special Pre-TEFRA
Distribution Election shall have the right to revoke such election by
completing and filing a distribution Election Form under Section 9.
Furthermore, any change (other than the mere substitution or addition of a
beneficiary not originally designated in such election which does not directly
or indirectly after the period over which distributions are to be made) to a
Special Pre-TEFRA Distribution Election shall be deemed to be a revocation of
such election.  Upon revocation, any subsequent distribution shall be made in
accordance with Code Section 401(a)(9).  If a designation is revoked
subsequent to the date distributions are required to begin, the Plan must
distribute by the end of the calendar year following the calendar year in which
the revocation occurs the total amount not yet distributed which would have
been required to have been distributed to satisfy Code Section 401(a)(9), but
for the Special Pre-TEFRA Distribution Election.  For calendar years beginning
after December 31, 1988, such distributions must meet the minimum distribution
incidental benefit requirements in Section 401(a)(9)-2 of the proposed
regulations.  If an amount is transferred or rolled over from one plan to
another plan, the rules in Q&A J-2 and Q&A J-3 of Section 1.401(a)(9)-1 of the
proposed regulations shall apply.

SECTION 12.         TOP-HEAVY PLAN RULES

12.1     APPLICATION.  The rules set forth in this Section 12 shall supersede
any provisions of this Plan or the Adoption Agreement which are inconsistent
with these rules as of the first day of the first Plan Year beginning after
December 31, 1983 during which the Plan is or becomes a Top-Heavy Plan and such
rules shall continue to supersede such provisions for so long as the Plan is a
Top-Heavy Plan unless the Code permits such rules to cease earlier or requires
them to remain in effect for a longer period.

12.2     SPECIAL DEFINITIONS.  For purposes of this Section 12, the terms
defined in this Section 12.2 shall have the meanings shown opposite such
terms.

         12.2(a)    DETERMINATION DATE - means

                    12.2(a)(1)    for the first Plan Year which is adopted as a
                    new Plan under the Adoption Agreement, the last day of such
                    Plan Year, and

                    12.2(a)(2)    for any subsequent Plan Year, the last day of
                    the immediately preceding Plan Year, and

                    12.2(a)(3)    for any plan year of each other qualified
                    plan maintained by the Employer or an Affiliate which is
                    part of a Permissive Aggregation Group or a Required
                    Aggregation Group, the date determined under this Section
                    12.2(a) as if the term "Plan Year" means the plan year for
                    each such qualified plan.

         12.2(b)    KEY EMPLOYEE - means any Employee or former Employee (and
the Beneficiaries of such Employee) (as determined in accordance with Code
Section 416(i)(1)) who at any time during the Plan Year or any of the 4
immediately preceding Plan Years was




                                     85
<PAGE>   102


                    12.2(b)(1)    an officer of the Employer or an Affiliate
                    whose compensation for such Plan Year exceeds 50% of the
                    dollar limitation under Code Section 415(b)(1)(A),

                    12.2(b)(2)    an owner (or considered to be an owner within
                    the meaning of Code Section 318) of one of the 10 largest
                    interests in the Employer or an Affiliate whose
                    compensation for such Plan Year exceeds the 100% of the
                    dollar limitation under Code Section 415(c)(1)(A);
                    provided that the value of such Employee's ownership
                    interest is more than one-half of one percent,

                    12.2(b)(3)    a 5% owner of the Employer or an Affiliate, or

                    12.2(b)(4)    a 1% owner of the Employer or an Affiliate
                    whose compensation for such Plan Year exceeds $150,000.

For purposes of this Section 12.2(b), an Employee's compensation means
compensation within the meaning of Code Section 415(c)(3) (as defined in
Section 7.2(a)(2)) but including amounts contributed by the Employer or an
Affiliate pursuant to a salary reduction agreement which are excluded from
gross income under Code Section 125, Section 402(e)(3), Section 402(h) or
Section 403(b).

         12.2(c)    PERMISSIVE AGGREGATION GROUP - means a Required Aggregation
Group and any other qualified plan or plans (as described in Code Section
401(a)) maintained by the Employer or an Affiliate which, when considered with
the Required Aggregation Group, would continue to satisfy the requirements of
Code Section 401(a)(4) and Code Section 410.

         12.2(d)    REQUIRED AGGREGATION GROUP - means (1) each qualified plan
(as described in Code Section 401(a)) maintained by the Employer or an
Affiliate in which at least one Key Employee participates or participated at
any time during the 5 year period ending on the Determination Date (without
regard to whether such plan has terminated) and (2) any other qualified plan
maintained by the Employer or an Affiliate which enables any such plan to
satisfy the requirements of Code Section 401(a)(4) or Code Section 410.

         12.2(e)    TOP-HEAVY PLAN - means this Plan if, for any Plan Year
beginning after December 31, 1983, either

                    12.2(e)(1)    this Plan is not part of a Required
                    Aggregation Group or a Permissive Aggregation Group and the
                    Top-Heavy Ratio for this Plan exceeds 60%;

                    12.2(e)(2)    this Plan is part of a Required Aggregation
                    Group but not part of a Permissive Aggregation Group and
                    the Top-Heavy Ratio for the Permissive Aggregation Group
                    exceeds 60%; or

                    12.2(e)(3)    this Plan is part of a Required Aggregation
                    Group and part of a Permissive Aggregation Group and the
                    Top-Heavy Ratio for the Permissive Aggregation Group
                    exceeds 60%.





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<PAGE>   103



         12.2(f)    TOP-HEAVY RATIO.

                    12.2(f)(1)    If the Employer or an Affiliate maintains one
                    or more defined contribution plans (including any
                    simplified employee pension plan) and the Employer or an
                    Affiliate has never maintained a defined benefit plan under
                    which benefits have been accrued for a Participant in this
                    Plan during the 5 year period ending on the Determination
                    Date.  "Top Heavy Ratio" mans for this Plan alone or for
                    the Required Aggregation Group or Permissive Aggregation
                    Group, as appropriate, a fraction, the numerator of which
                    shall be the sum of the account balances of all Key
                    Employees as of the Determination Date under this and all
                    other such defined contribution plans and the denominator
                    of which shall be the sum of the account balances of all
                    employees as of the Determination Date under this and all
                    other such defined contribution plans.

                    12.2(f)(2)    If the Employer or an Affiliate maintains one
                    or more defined contribution plans (including any
                    simplified employee pension plan) and the Employer or an
                    Affiliate maintains or has ever maintained one or more
                    defined benefit plans under which benefits have been
                    accrued for a Participant in this Plan during the 5 year
                    period ending on the Determination Date.  "Top Heavy Ratio"
                    means for the Required Aggregation Group or the Permissive
                    Aggregation Group, as appropriate, a fraction, the
                    numerator of which shall be the sum of the account balances
                    for all Key Employees as of the Determination Date under
                    this and all other such defined contribution plans and the
                    sum of the present value of the accrued benefits for all
                    Key Employees as of the Determination Date under all
                    defined benefit plans maintained by the Employer or an
                    Affiliate and the denominator of which shall be the sum of
                    the account balances for all employees as of the
                    Determination Date under this and all other such defined
                    contribution plans and the sum of the present value of the
                    accrued benefits for all employees as of the Determination
                    Date under all defined benefit plans maintained by the
                    Employer or an Affiliate.

                    12.2(f)(3)    The following rules shall apply for purposes
                    of calculating the Top-Heavy Ratio:

                          12.2(f)(3)(i)    The value of any account balance and
                          the present value of any accrued benefit shall be
                          determined as of the most recent Top-Heavy Valuation
                          Date that falls within, or ends with, the 12 month
                          period ending on the Determination Date (or, if plans
                          are aggregated, the Determination Dates that fall
                          within the same calendar year), except as provided
                          under the regulations under Code Section 416 for the
                          first and second years of a defined benefit plan;

                          12.2(f)(3)(ii)   The value of any account balance and
                          the present value of any accrued benefit shall
                          include the value of any distributions made during
                          the 5 year period ending on such Determination Date
                          and any contributions due but as yet unpaid as of the
                          Determination Date which are required to be taken
                          into account on that date under Code Section 416;

                          12.2(f)(3)(iii)  The present value of an accrued
                          benefit under a defined benefit plan shall be
                          determined in accordance with the interest rate ad
                          mortality


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<PAGE>   104

                          
                          assumptions specified in the Adoption Agreement or,
                          if this Plan and such defined benefit plan are
                          Paired Plans, as specified in the Adoption
                          Agreement for such defined benefit Paired Plan;

                          12.2(f)(3)(iv)   The account balance or accrued
                          benefit of a Participant who is not a Key Employee
                          for the current Plan Year but who was a Key Employee
                          in a prior Plan Year or who has not performed an Hour
                          of Service for the Employer or any Affiliate at any
                          time during the 5 year period ending on the
                          Determination Date shall be disregarded.
                          
                          12.2(f)(3)(v)    Deductible employee contributions
                          shall be disregarded;

                          12.2(f)(3)(vi)   The calculation of the Top-Heavy
                          Ratio and the extent to which contributions,
                          distributions, rollovers, and transfers are taken
                          into account shall be determined in accordance with
                          Code Section 416; and

                          12.2(f)(3)(vii)  If the Employer maintains more than
                          one defined benefit plan, the accrued benefit of a
                          Participant other than a Key Employee shall be
                          determined under the method, if any, that uniformly
                          applies for accrual purposes under all such defined
                          benefit plans maintained by the Employer or an
                          Affiliate, or if there is no such method, as if such
                          benefit accrued not more rapidly than the slowest
                          accrual rate permitted under the fractional rule of
                          Code Section 411(b)(1)(C).

         12.2(g)    TOP-HEAVY RATIO DATE - means for this Plan, the last day of
each Plan Year and for each other qualified plan maintained by the Employer or
an Affiliate.

                    12.2(g)(1)    STANDARD OPTION - the most recent valuation
                    date for such plan or

                    12.2(g)(2)    ALTERNATIVE - the valuation date specified in
                    the Adoption Agreement.

12.3     MINIMUM ALLOCATION.

         12.3(a)    GENERAL.  Except as otherwise provided in this Section
12.3, for any Plan Year in which this Plan is a Top-Heavy Plan, the "minimum
allocation" for each Participant who is not a Key Employee means an allocation
of Employer Contributions and Forfeitures made in accordance with Section
12.3(d) which shall not be less than the lesser of

                    12.3(a)(1)    3% of such Participant's Compensation for
                    such Plan Year or,

                    12.3(a)(2)    if the Employer or an Affiliate has no
                    defined benefit plan which uses this Plan to satisfy the
                    requirements of Code Section 401(a)(4) or Code Section
                    410, the largest percentage of the Employer Contributions
                    and Forfeitures allocated on behalf of any Key Employee
                    (expressed as a percentage of the first $200,000 of
                    Compensation) for such Plan Year.




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<PAGE>   105


         12.3(b)    DEFINED BENEFIT PAIRED PLAN.  If this Plan is adopted in
combination with a defined benefit Paired Plan, the Employer and the
Participating Affiliates shall make a contribution under this Plan (or, if this
Plan is adopted in combination with another defined contribution Paired Plan,
under any combination of defined contribution Paired Plans) for each
Participant who is an Eligible Employee at any time during such Plan Year who
is also a Participant in the defined benefit Paired Plan equal to at least 5%
(or such greater percentage as is specified in the adoption agreement for the
defined benefit Paired Plan) of Compensation for such Plan Year unless the
Employer elects under such defined benefit Paired Plan to provide the minimum
benefit accrual under such defined benefit Paired Plan.

If this Section 12.3(b) applies and the Employer has not elected to provide
the minimum benefit accrual under the defined benefit Paired Plan, the minimum
allocation required under this Section 12.3(b) for Plan Years beginning on and
after the Final Compliance Date shall, subject to the ordering rules in Section
12.3(c), be made under this Plan without regard to whether the Participant also
benefits under the defined benefit Paired Plan.  Further, it this Plan and the
defined benefit Paired Plan do not benefit the same participants for such Plan
Year, the minimum allocation described in Section 12.3(a) shall, subject to
the ordering rules in Section 12.3(c), be made under this Plan for each
Participant described in Section 12.3(d)(1) and the minimum benefit accrual
shall be made for each participant in the defined Benefit Paired Plan in
accordance with the terms of such Paired Plan.

         12.3(c)    DEFINED CONTRIBUTION PAIRED PLAN.  If this Plan is adopted
in combination with one or more defined contribution Paired Plans, the minimum
allocation required under this Section 12.3, if any, shall be made under such
Paired Plans in the following order:

                    12.3(c)(1)    STANDARD OPTION - First, under the Money
                    Purchase Pension Plan, if any; second, under the Target
                    Benefit Pension Plan, if any; third, under the Profit
                    Sharing Plan; if any; and finally, under the 401(k) Plan,
                    if any.

                    12.3(c)(2)    ALTERNATIVE - in the order specified in the
                    Adoption Agreement.

         12.3(d)    PARTICIPANTS ENTITLED TO ALLOCATION.  The minimum
allocation required for any Plan Year under this Section 12.3

                    12.3(d)(1)    shall be made for each Participant who is not
                    a Key Employee and who is employed as an Eligible Employee
                    (or on an authorized leave of absence as an Eligible
                    Employee) on the last day of such Plan Year, without regard
                    to the number of Hours of Service actually completed by
                    such Participant in such Plan Year; and

                    12.3(d)(2)    shall not apply to any Participant (i) who is
                    covered under any other plan or plans maintained by the
                    Employer or an Affiliate and the Employer has specified in
                    the Adoption Agreement that the minimum allocation or the
                    minimum benefit required under code Section 416 for any
                    Plan Year for which this Plan is a Top-Heavy Plan shall be
                    made under such other plan or plans or (ii) to the extent
                    such Participant receives such minimum allocation or
                    minimum benefit under this Plan or any other plans
                    maintained by the Employer or an Affiliate.

Notwithstanding Section 12.3(d)(2), if this Plan is adopted as a
nonstandardized Plan that intends to satisfy the safe harbor in the Code
Section 401(a)(4) regulations, the minimum allocation required under Section
12.3 for Plan




                                     89
<PAGE>   106

Years beginning on and after the Final Compliance Date must be made for each
Participant described in Section 12.3(d)(1) without regard to whether the
Participant also benefits under another plan, but only to the extent that such
minimum allocation is not otherwise received under this Plan.

         12.3(e)    NONFORFEITABILITY.  The minimum allocation required under
this Section 12.3 (to the extent required to be nonforfeitable under Code
Section 416(b)) shall not be forfeited under Code Section 411(a)(3)(B) or
Code Section 411(a)(3)(D).

         12.3(f)    COMPENSATION.  For purposes of computing the minimum
allocation under this Section 12.3, the term "Compensation" shall mean
Compensation within the meaning of Code Section 415(c)(3) as described in
Section 7.2(a)(2).

         12.3(g)    MULTIPLE PLANS.  If the Employer or an Affiliate also
maintains another plan, the Employer shall specify in the Adoption Agreement
how the minimum allocation, if any, required under Code Section 416 will be
satisfied and, if, the Employer or an Affiliate maintains or has maintained a
defined benefit plan, the method of satisfying Code Section 416(h).

         12.3(h)    INTEGRATED PLANS.

                    12.3(h)(1)    PROFIT SHARING PLAN.  If this Plan is adopted
                    as an integrated Profit Sharing Plan, the following
                    allocation formula shall apply in lieu of the formula in
                    Section 6.3(a)(2) for each Plan Year in which such Plan is
                    a Top-Heavy Plan.

                    The Forfeitures and the Employer Contribution shall be
                    allocated (and posted) as of the last day of such Plan Year
                    to the Employer Account of each Active Participant and each
                    other Participant for whom a minimum allocation is required
                    to be made under this Section 12.3 in accordance with the
                    following:

                          STEP ONE - First, the lesser of (A) the sum of the
                          Employer Contribution and Forfeitures for such Plan
                          Year or (B) the product of the Top-Heavy Percentage
                          and the total Compensation of all such Participants
                          shall be allocated in the same ratio that each such
                          Participant's total Compensation for such Plan Year
                          bears to the total Compensation of all such
                          Participants for such Plan Year.

                          STEP TWO - Second, the lesser of (A) the remaining
                          Employer Contribution and Forfeitures for such Plan
                          Year or (B) the product of the Top-Heavy Percentage
                          (or the Maximum Disparity Rate, if less) and the
                          total Excess Compensation of all such Participants
                          shall be allocated in the same ratio that each such
                          Participant's Excess Compensation for such Plan Year
                          bears to the total Excess Compensation for all such
                          Participants for such Plan Year.

                          STEP THREE - Third, the lesser of (A) the remaining
                          Employer Contribution and Forfeitures for such Plan
                          Year or (B) the Integration Amount shall be allocated
                          in the same ratio that the sum of the total
                          Compensation and Excess Compensation of each such
                          Participant for such Plan Year bears to the sum of
                          the total Compensation and Excess Compensation of all
                          such Participants for such Plan Year.




                                     90
<PAGE>   107


                          STEP FOUR - Finally, the remaining Employer
                          Contribution and Forfeitures for such Plan Year shall
                          be allocated in the same ratio that each such
                          Participant's total Compensation for such Plan Year
                          bears to the total Compensation of all such
                          Participants for such Plan Year.

                    12.3(h)(2)    MONEY PURCHASE PENSION PLAN.  If this Plan is
                    adopted as an integrated Money Purchase Pension Plan, (i)
                    the "Base Contribution Percentage" specified in the
                    Adoption Agreement, if less than the Top-Heavy Percentage,
                    shall be increased to equal the Top-Heavy Percentage and
                    (ii) the Employer Contribution required under Section 5.2
                    (as adjusted in (i) above) shall be made for each Active
                    Participant and each other Participant for whom an
                    allocation is required to be made under this Section 12.3.

                    12.3(h)(3)    SPECIAL DEFINITIONS.  For purposes of this
                    Section 12.3(h),

                          12.3(h)(3)(i)    "Excess Compensation" means the
                          amount, if any, of a Participant's Compensation for
                          such Plan Year which exceeds the Integration Level
                          for such Plan Year.

                          12.3(h)(3)(ii)   "Integration Amount" means the
                          product of (1) the total Compensation and the total
                          Excess Compensation of all such Participants and (2)
                          the excess, if any, of the Integration Percentage
                          specified in the Adoption Agreement over the
                          Top-Heavy Percentage.

                          12.3(h)(3)(iii)  "Top-Heavy Percentage" means 3% or
                          such greater percentage required under this Section
                          12.3 or specified in the Adoption Agreement.

12.4     VESTING SCHEDULE.  For any Plan Year in which this Plan is a Top-Heavy
Plan, the Top-Heavy vesting schedule specified in the Adoption Agreement
automatically shall apply to all benefits under the Plan within the meaning of
Code Section 411(a)(7) (other than benefits which are attributable to Employee
Contributions or Rollover Contributions or other contributions which are
nonforfeitable when made), including benefits accrued before the effective date
of Code Section 416 and before this Plan became a Top-Heavy Plan, unless the
regular vesting schedule is at least as favorable as such Top-Heavy vesting
schedule.  However, the provisions of this Section 12.4 shall not apply to the
Account balance of any Participant who does not complete an Hour of Service
after the Plan first becomes a Top-Heavy Plan and such Participant's Account
balance attributable to Employer contributions and Forfeitures shall be
determined without regard to this Section 12.4.  Further, no change in the
vesting schedule as a result of a change in this Plan's status to a Top-Heavy
Plan or to a plan which is not a Top-Heavy Plan shall deprive a Participant of
the nonforfeitable percentage of the Participant's Account balance accrued to
the date of the change, and any such change to the vesting schedule shall be
subject to the provisions of Section 14.3(c).

12.5     401(K) PLAN.  Notwithstanding any contrary provision, the following
rules shall apply if this Plan adopted as a 401(k) Plan:

         12.5(a)    Qualified Nonelective Contributions shall be treated as
Employer contributions for purposes of satisfying the minimum allocation under
Section 12.3.




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         12.5(b)    Matching Contributions allocated to the Account of a Key
Employee shall be treated as Employer contributions for purposes of determining
the amount of the minimum allocation required under Section 12.3.  The Plan
may use Matching Contributions allocated on behalf of a non-Key Employee to
satisfy the minimum allocation under Section 12.3; provided, however, that for
Plan Years beginning on and after the Final Compliance Date, such contributions
shall not be treated as Matching Contributions for purposes of satisfying the
limitations of Section 7.4 and Section 7.5 but shall instead be subject to
the general nondiscrimination rules of Code Section 401(a)(4).

         12.5(c)    Elective Deferrals allocated to the Account of a Key
Employee shall be treated as Employer contributions for purposes of determining
the amount of the minimum allocation required under Section 12.3.  However,
for Plan Years beginning on and after the Final Compliance Date, Elective
Deferrals allocated on behalf of non-Key Employees shall not be treated as
Employer contributions for purposes of satisfying the minimum allocation
required under Section 12.3.

SECTION 13.  INSURANCE, INDIVIDUALLY DIRECTED INVESTMENTS AND
PARTICIPANT LOANS

13.1     INSURANCE CONTRACTS.

         13.1(a)    ELECTIONS AND EXISTING LIFE INSURANCE CONTRACTS.

                    13.1(a)(1)    STANDARD OPTION.  No Participant shall have
the right to elect to have the Trustee purchase an insurance contract on his or
her life for his or her Account under this Plan; however, any life insurance
contract purchased under the terms of a Preexisting Plan, which is acceptable
to the Trustee, shall continue to be held by the Trustee for the benefit of the
Participant subject to the conditions of this Section 13.1.

                    13.1(a)(2)    ALTERNATIVE.  If so specified in the Adoption
Agreement each Participant who is an Eligible Employee may elect (subject to
this Section 13.1) to have the Trustee purchase an insurance contract on his
or her life for his or her Account under the Plan by completing and filing an
Election Form with the Plan Administrator.

         13.1(b)    PREMIUMS.  The aggregate annual premiums on any life
insurance contracts held for a Participant's Account under this Plan shall be
subject to the following limitations:

         13.1(c)    ORDINARY LIFE.  If the life insurance contacts are ordinary
whole life insurance contracts which are contracts with both nondecreasing
death benefits and nonincreasing premiums, such premiums shall be less than
one-half of the aggregate Employer Contributions plus Forfeitures credited to
the Participant's Employer Account and Matching Account.

                    13.1(c)(1)    TERM AND UNIVERSAL LIFE.  If the life
insurance contracts are term life insurance contracts, universal life insurance
contracts and any other life insurance contracts (other than whole life), then
such premiums shall not exceed one-fourth of the aggregate Employer
Contributions plus Forfeitures credited to the Participant's Employer Account
and Matching Account.

                    13.1(c)(2)    COMBINATION.  If the life insurance contracts
either combine features of ordinary whole life and other life insurance or
consist of ordinary whole life and other life insurance




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contracts, the sum of one-half of the ordinary whole life premiums plus all
other life insurance premiums shall not exceed one-fourth of the aggregate
Employer Contributions plus Forfeitures credited to the Participant's Employer
Account and Matching Account.

         13.1(d)    OWNER AND BENEFICIARY.   The Trustee shall apply for and be
the owner of each life insurance contract held under this Plan and also shall
be named s the beneficiary of each such life insurance contract.  In the event
of the Participant's death prior to the date as of which the Participant's
Account becomes payable under the Plan, the Trustee, as beneficiary, shall pay
the entire proceeds of such life insurance contracts to the Participant's
Account which shall then be distributed to the surviving Spouse, or, if
applicable, to the Participant's Beneficiary in accordance with Section 10.
Under no circumstances shall the Fund retain any part of the proceeds of any
life insurance contracts.  In the event of a conflict between the terms of the
Plan and the terms of any life insurance contracts held under this Plan, the
Plan provisions shall control.

         13.1(e)    ALLOCATIONS.  Any dividends or credits earned on a life
insurance contract held under this Plan shall be allocated to the Account of
the Participant for whom the contract was purchased and may be applied to pay
the annual premium on such life insurance contract.  The amount of the annual
premium on each such insurance contract shall be charged against the Account of
the insured Participant.   The value of any such insurance contract shall be
deemed to be zero for the purposes of allocating the Employer Contribution,
Forfeitures or the Fund Earnings for any Plan Year as provided in Section 6.

         13.1(f)    DISTRIBUTION TO PARTICIPANT.  Subject to Section 10, JOINT
AND SURVIVOR ANNUITY REQUIREMENTS, the life insurance contracts held as part of
a Participant's Account shall be distributed in kind to the Participant upon
retirement or other termination of employment as an Employee for reasons other
than death (1) if such Account is completely nonforfeitable or (2) if the cash
surrender value of such contracts is equal to or less than the nonforfeitable
portion of the Participant's Account.  If neither one of these conditions is
satisfied and the Participant does not elect to purchase the life insurance
contracts under Section 13.1(f), the Trustee shall surrender such contracts,
add the proceeds to the Participant's Account and distribute the nonforfeitable
percentage of the Participant's Account in accordance with Section 10.

         13.1(g)    TERMINATION OF INSURANCE ELECTION.  A Participant may
direct the Trustee to stop making premium payments on a life insurance contract
held as part of the Participant's Account and to surrender such contract or to
sell such contract to the Participant by completing and filing an Election Form
with the Plan Administrator.  If the Participant purchases the contract, he or
she shall prepare and deliver to the Trustee all papers needed to properly
effect that purchase and shall pay to the Trustee an amount equal to the cash
surrender value of the contract at the time of the purchase.  The amount paid
either by the Participant for the purchase or by the insurance company in
connection with the surrender of a contract shall be credited to the
Participant's Account as of the date payments is made to the Trustee.  A
Participant automatically shall be deemed to have directed the Trustee to stop
premium payments and to surrender a life insurance contract immediately before
a premium due date if the premium due on that date would exceed the premium
payment limits in Section 13.1(b).




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13.2     INDIVIDUALLY DIRECTED INVESTMENTS.

         13.2(a)    GENERAL.

                    13.2(a)(1)    STANDARD OPTION.  No Participant or a
Beneficiary may direct the investment of such individual's Account.

                    13.2(a)(2)    ALTERNATIVE.  If so specified in the Adoption
Agreement, a Participant or a Beneficiary may elect how such individual's
Account shall be invested between the investment alternatives available under
the plan from time to time.  The Plan Administrator shall furnish to each
Participant and Beneficiary sufficient information to make informed decisions
with regard to investment alternatives and, if this Plan is intended to satisfy
ERISA Section 404(c), information which satisfies the requirements of the
regulations under ERISA Section 404(c).  An individual's investment direction
shall apply

                          13.2(a)(2)(i)    STANDARD OPTION.  to the
individual's entire Account or

                          13.2(a)(2)(ii)   ALTERNATIVE.  only to the portion of
the individual's Account specified in the Adoption Agreement.

         13.2(b)    ELECTION RULES.  The Plan Administrator from time to time
shall establish and shall communicate in writing to such individuals such
reasonable restrictions and procedures for making individual investment
elections as the Plan Administrator deems appropriate under the circumstances
for the proper administration of this Plan.  Such restrictions and procedures
shall be applied on a uniform and nondiscriminatory basis to all similarly
situated individuals and, if this Plan is intended to satisfy ERISA Section
404(c), shall be in accordance with the regulations under ERISA Section
404(c).

         13.2(c)    NO ELECTION.  The Account of an individual for whom no
investment election is in effect under this Section 13.2, either because such
individual failed to make a proper election or terminated an election under
this Section 13.2, shall be invested as designated by the Plan Administrator.

13.3     PARTICIPANT LOANS.  This Section 13.3 shall apply only if the
Employer specifies in the Adoption Agreement that loans shall be permitted.
However, if loans are not permitted in the Adoption Agreement, any outstanding
loans made under the terms of the Preexisting Plan shall be subject to this
Section 13.3.

         13.3(a)    ADMINISTRATION AND PROCEDURES.  The Plan Administrator
shall establish objective nondiscriminatory written procedures for the
administration of the loan program under this Section 13.3 (which written
procedures, together with any written amendments to such procedures, hereby are
expressly incorporated by reference as a part of this Plan), including, but not
limited to,

                    13.3(a)(1)    the class of Participants and Beneficiaries
who are eligible for a loan;

                    13.3(a)(2)    the identity of the person or position
authorized to administer the loan program;

                    13.3(a)(3)    the procedures for applying for a loan




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                        13.3(a)(4)   the basis on which loans will be approved
or denied;

                        13.3(a)(5)   the limitations, if any, on the types and
amounts of loans offered;

                        13.3(a)(6)   the procedures for determining a
reasonable rate of interest;

                        13.3(a)(7)   the types of collateral which may be used
as security for a loan; and

                    13.3(a)(8)    the events constituting default and the steps
what will be taken to preserve Plan assets in the event of such default.

         13.3(b)    NO LOANS TO CERTAIN OWNERS AND FAMILY MEMBERS.  No loans
shall be made under this Plan to a Participant or Beneficiary who is

                    13.3(b)(1)    an Owner-Employee,

                    13.3(b)(2)    an employee or officer of an Employer or an
Affiliate which is an electing small business corporation within the meaning of
Code Section 1361 ("S Corporation") who owns (or is considered to own within
the meaning of Code Section 318(a)(1)) on any day during any taxable year of
such corporation for which it is an S Corporation more than 5% of the
outstanding stock of such corporation, or

                    13.3(b)(3)    a member of the family (as defined in Code
Section 267(c)(4)) of a Participant or Beneficiary described in clause (1) or
(2).

         13.3(c)    GENERAL CONDITIONS.  If loans are made available after
October 18, 1989 to any Participant or Beneficiary who is a "party in interest"
(as defined in ERISA Section 3(14)) with respect to the Plan, then loans shall
be made available to all Participants and Beneficiaries who are parties in
interest with respect to the Plan.  All loans which are made under this Plan
shall comply with the following requirements under Code Section 4975(d)(1) and
ERISA Section 408(b)(1):

                    13.3(c)(1)    such loans shall be made available to
Participants and Beneficiaries who are eligible for a loan on a reasonably
equivalent basis;

                    13.3(c)(2)    such loans shall not be made available to
Highly Compensated Employees in an amount greater than the amount made
available to other Employees;

                    13.3(c)(3)    such loans shall be made in accordance with
                    specific provisions regarding such loans set forth in the
                    Plan and the written procedure described in Section
                    13.3(a);

                    13.3(c)(4)    such loans shall bear a reasonable rate of
                    interest; and

                    13.3(c)(5)    such loans shall be adequately secured.

            13.3(d)    OTHER CONDITIONS.  All loans made under this Plan shall
            be subject to the following conditions:




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<PAGE>   112


                    13.3(d)(1)    If the loan is secured by any portion of the
                    Participant's Account and Section 10.5 does not apply to
                    any portion of the Participant's Account, the Participant's
                    Spouse, if any, must consent in writing to the granting of
                    such security interest or to any increase in the amount of
                    security no earlier than the beginning of the 90 day period
                    before such loans is made; provided

                          13.3(d)(1)(i)    such consent must be in writing
                          before a notary public and must acknowledge the
                          effect of such loan;

                          13.3(d)(1)(ii)   such consent shall be irrevocable
                          and shall be binding against the person, if any,
                          identified as the Participant's Spouse at the time of
                          such consent and any individual who may subsequently
                          become the Participant's Spouse;

                          13.3(d)(1)(iii)  a new consent shall be required in
                          the event of any renegotiation, extension, renewal,
                          or other revision of such a loan; and

                          13.3(d)(1)(iv)   if a valid spousal consent has been
                          obtained, then, notwithstanding any other provision
                          of this Plan, the portion of the Participant's vested
                          Account balance used as a security interest held by
                          the Plan by reason of a loan outstanding to the
                          Participant shall be taken into account for purposes
                          of determining (and may reduce) the amount of the
                          Account balance payable at the time of death or
                          distribution, but only if the reduction is used as
                          repayment of the loan.  If less than 100% of the
                          Participant's vested Account balance (determined
                          without regard to the preceding sentence) is payable
                          to the surviving Spouse, then the vested Account
                          balance shall be adjusted by first reducing the
                          vested Account balance by the amount of the security
                          used as repayment of the loan, and then determining
                          the benefit payable to the surviving Spouse.

                    13.3(d)(2)    The loan shall provide for the repayment of
                    principal and interest in substantially level installments
                    with payments not less frequently than quarterly over a
                    period of 5 years or less unless such loan is classified as
                    a "home loan" (as described in Code Section 72(p));

                    13.3(d)(3)    If the loan is secured by any portion of the
                    Participant's Account, such Account balance shall not be
                    reduced as a result of a default until a distributable
                    event occurs under the Plan; and

                    13.3(d)(4)    The Participant or Beneficiary shall agree to
                    such other terms and conditions as are required under the
                    written procedures described in Section 13.3(a).

         13.3(e)    CREDITING OF LOAN PAYMENTS.

                    13.3(e)(1)    ACCOUNT ASSET (STANDARD OPTION).  The loan to
                    a Participant whose loan request is granted under this
                    Section 13.3 shall be made from, and shall be an asset of,
                    the Participant's Account and all principal and interest
                    payments on such loan shall be credited exclusively to the
                    Participant's Account.




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<PAGE>   113


                    13.3(e)(2)    FUND ASSET (ALTERNATIVE). If the Employer
                    specifies in the Adoption Agreement that loans shall be
                    treated as an asset of the fund or, if any loan which was
                    made under a Preexisting Plan was treated as an asset of
                    the Fund, such loans shall be treated under this Plan as a
                    general Fund investment and an asset of the Fund, and all
                    principal and interest payments on such loan shall be
                    credited exclusively to the Fund as a general Fund
                    investment.

         13.3(f)    LIMITATIONS ON AMOUNTS. The principal amount of any loan
(when added to the outstanding principal balance of any outstanding loans made
under this Plan or under any other plan which is tax exempt under Code Section
401 and which is maintained by the Employer or an Affiliate) to the Participant
shall not exceed the lesser of (1) and (2) below:

                    13.3(f)(1)    DOLLAR LIMIT - $50,000 reduced by the
                    excess, if any, of

                          (i)     the highest outstanding principal balance of
                                  previous loans to the Participant from the
                                  Plan (and any other plan maintained by the
                                  Employer or an Affiliate) during the one year
                                  period ending immediately before the date
                                  such current loans is made, over

                          (ii)    the current outstanding principal balance of
                          such previous loans on the date such current loan is
                          made, or

                    13.3(f)(2)    ACCOUNT LIMIT.

                          (i)     STANDARD OPTION - 50% of the nonforfeitable
                          interest in the Participant's Account at the time the
                          loans is made, or

                          (ii)    ALTERNATIVE - if so specified in the Adoption 
                          Agreement, the greater of $10,000 or the amount
                          specified in Section 13.3(f)(2)(i), but in no event
                          more than the nonforfeitable interest in the
                          Participant's Account.


An assignment or pledge of any portion of the Participant's interest in the
Plan and a loan, pledge or assignment with respect to any insurance contract
purchased under the Plan shall be treated as a loan for purposes of the
limitations in this Section 13.3(f).

         13.3(g)    FAILURE TO REPAY.  If (1) the terms of the loan provide
         that it shall become due and payable in full if the Participant's or
         Beneficiary's obligation to repay the loan has been discharged through
         a bankruptcy or any other legal process or action which did not
         actually result in payment in full and (2) such loan is not actually
         repaid in full, such loan shall be cancelled on the Fund's books and
         records and the amount otherwise distributable to such Participant or
         Beneficiary under this Plan shall be reduced by the principal amount
         of the loan plus accrued but unpaid interest due as determined without
         regard to whether the loan had been discharged through a bankruptcy or
         any other legal process or action which did not actually result in
         payment in full.  The Plan Administrator shall have the power to
         direct the Trustee to take such action as the Plan Administrator deems
         necessary or appropriate to stop the payment of an Account to or on
         behalf of a Participant who fails to repay a loan (without regard to
         whether the obligation to repay such




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<PAGE>   114

         loan had been discharged through a bankruptcy or any other
         legal process or action) until the Participant's Account has been
         reduced by the principal plus accrued but unpaid interest due (without
         regard to such discharge) on such loan or to distribute the note which
         evidences such loan in full satisfaction of that portion of such
         Account which is represented by the value of such note.
         Notwithstanding the foregoing, in the event of a default, foreclosure
         on the note and execution of the Plan's security interest in the
         Account shall not occur until a distributable event occurs under this
         Plan and interest shall continue to accrue only to the extent
         permissible under applicable law.

         13.3(h)    DISTRIBUTIONS.  In the event the Participant's
         Account becomes distributable before the loan is repaid in full, then
         the vested Account balance shall be adjusted by first reducing the
         vested Account balance by the amount of the security interest in the
         Account and then determining the benefit payable.  Nothing shall
         preclude the Trustee from cancelling the Plan's security interest in
         the Account and distributing the note in lieu of any other Plan assets
         in full satisfaction of that portion of the Participant's Account
         represented by the value of the outstanding balance of the loan or the
         amount which would have been outstanding but for a discharge in
         bankruptcy or through any other legal process.

SECTION 14.         ADOPTION, AMENDMENT, WITHDRAWAL AND CONVERSION, MERGER,
ASSET TRANSFERS AND TERMINATION

14.1     ADOPTION.

         14.1(a)    GENERAL. Subject to the terms and conditions of this Plan,
         the Trust Agreement and the Adoption Agreement, any sole
         proprietorship, partnership or corporation may adopt this Plan by
         completing and executing the Adoption Agreement.  The Plan as adopted
         by the Employer shall be effective for all purposes (other than as a
         "prototype plan") as of the Effective Date.  However, the status of
         the Plan as a "prototype plan" shall be conditioned upon acceptance of
         the Adoption Agreement by the Prototype Sponsor and, upon such
         acceptance, such status as a "prototype plan" shall be effective
         retroactive to the Effective Date except as provided in Section 14.4.

         14.1(b)    PREEXISTING PLAN. If this Plan is adopted as an amendment
         and restatement of a Preexisting Plan, (1) the Trust Agreement shall
         be substituted for the trust or other funding arrangement under the
         Preexisting Plan, (2) the assets held under such trust or other
         funding arrangement shall become assets of the Fund, (3) an Account
         shall be established for each person who is a participant or
         beneficiary in the Preexisting Plan, and (4) the dollar value assigned
         to such participant's or beneficiary's Preexisting Plan account or
         accounts shall be credited to such person's Account under this Plan
         (or to one or more subaccounts under such Account).  All optional
         forms of benefit available under the Preexisting Plan which must be
         preserved under Code Section 411(d)(6) shall be available to the
         Participant under this Plan.  Further, such optional forms shall be
         described in the Adoption Agreement and shall apply to the
         Participant's entire Account balance.  Notwithstanding the foregoing,
         if the Employer so specifies in the Adoption Agreement and separately
         accounts for the benefits attributable to the Preexisting Plan as
         described in Section 14.5(c) or, if applicable, Section 10.5, the
         optional forms which must be preserved may be limited to such separate
         accounts.




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<PAGE>   115


         14.1(c)    PARTICIPATING AFFILIATES. If this Plan is adopted as a
         standardized Plan, each Affiliate shall automatically become a
         Participating Affiliate effective as of the later of the Effective
         Date or the date such entity first becomes an Affiliate.  If this Plan
         is adopted as a nonstandardized Plan, an Affiliate of the Employer may
         adopt the Employer's Plan effective as of any date on or after the
         Effective Date.  An Affiliate's execution of the Adoption Agreement
         (or a separate signature page to the Adoption Agreement) shall
         evidence the Participating Affiliate's adoption of the Plan and the
         effective date of such adoption.  In adopting this Plan, each
         Participating Affiliate is deemed to have authorized the Employer to
         effect all actions under this Plan on its behalf, including but not
         limited to the powers reserved to the Employer under this Section 14
         and the power to enter into such agreements with the Trustee or others
         as may be necessary or appropriate under the Plan.

14.2     AMENDMENT.

         14.2(a)    PROTOTYPE SPONSOR. Subject to the restrictions of Section
         14.3, the Prototype Sponsor shall have the right at any time and from
         time to time to amend this Plan in any respect whatsoever in writing.
         To the extent required under the procedures and rules in effect for
         master and prototype plans at the time of any such amendment, notice
         of such amendment shall be given to the Employer by the Prototype
         Sponsor as soon as practicable under the circumstances.

         14.2(b)    EMPLOYER.  Subject to the restrictions of Section 14.3,
         the Employer shall have no right to amend this Plan except (1) by
         entering into a new Adoption Agreement with the Prototype Sponsor, (2)
         by adding such language to the Adoption Agreement as is necessary to
         allow the Plan to continue to satisfy the requirements of Code Section
         415 or Code Section 416 because of the required aggregation of
         multiple plans, (3) by adopting certain model amendments published by
         the Internal Revenue Service which specifically provide that such
         adoption would not cause the Plan to be treated as an individually
         designed plan, or (4) by withdrawing this Plan as a prototype and
         converting it into an individually designed plan as provided in
         Section 14.4.

14.3     CERTAIN AMENDMENT RESTRICTIONS.

         14.3(a)    GENERAL.  No amendment to the Plan shall be made which
         would (1) deprive a Participant of the nonforfeitable percentage of
         his or her Account balance accrued to the later of the effective date
         of the amendment or the date the amendment is adopted, or (2) decrease
         a Participant's Account balance or eliminate an optional form of
         benefit except to the extent permissible under Code Section
         412(c)(8), Section 401(a)(4) and Section 411(d)(6) and the
         regulations under those sections.

         14.3(b)    CHANGE IN SERVICE CALCULATION METHOD.  If an amendment
         changes the method of calculating service, each Employee who had any
         service credit under such prior method shall be credited with any
         service for any computation period during which such amendment was
         effective in accordance with the rules in Section 3.

         14.3(c)    CHANGE IN VESTING SCHEDULE.  If an amendment directly or
         indirectly affects the computation of a Participant's nonforfeitable
         percentage of his or her Account or it the Plan's vesting schedule
         changes status as a result of change in the Plan's status as a
         Top-Heavy Plan (as described in Section 12.4), each Participant with
         at east 3 years of service with the Employer or an




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Affiliate may elect, within a reasonable period after the adoption of the
amendment, to have the nonforfeitable percentage of his or her Account computed
under this Plan without regard to such amendment.  In the case of a Participant
who does not have at least one Hour of Service in any Plan Year beginning after
December 31, 1988, the preceding sentence shall be applied by substituting 5
years of service for 3 years of service.  The period during which the election
may be made shall commence with date the amendment is adopted and shall end on
the later of

                    14.3(c)(1)    60 days after the amendment is adopted;

                    14.3(c)(2)    60 days after the amendment becomes
         effective; or

                    14.3(c)(3)    60 days after the Participant is issued
         written notice of the amendment by the Plan Administrator.

Furthermore, if an amendment changes the Plan's vesting schedule, the
nonforfeitable percentage (determined as of the later of the date the amendment
is adopted or the date it becomes effective) of the employer-derived Account
balance of each Employee who is a Participant as of such date shall not be less
than the percentage computed under the Plan without regard to such amendment.

14.4     WITHDRAWAL AS A PROTOTYPE AND CONVERSION TO INDIVIDUALLY DESIGNED
PLAN.

         14.4(a)    VOLUNTARY CONVERSION.  The Employer may voluntarily
         withdraw this Plan as a "prototype plan"' and convert it to an
         individual designed plan by written notice filed with the Trustee and
         the Prototype Sponsor.  For purposes of this Section 14.4, such
         withdrawal shall be effective with respect to the Employer's plan and
         the Trustee as of the effective date of such withdrawal, but such
         withdrawal shall not relieve the Employer of any responsibilities or
         liabilities to the Prototype Sponsor until 60 days after the date the
         Prototype Sponsor receives written notice of such withdrawal unless
         the Prototype Sponsor agrees in writing to an earlier effective date
         for such withdrawal.

         14.4(b)    INVOLUNTARY CONVERSION.  The Employer shall be deemed to
         have withdrawn this Plan as a "prototype plan" and converted it to an
         individually designed plan effective as of the earlier of the date

                    14.4(b)(1)    the Internal Revenue Service or a court
                    determines that this Plan fails to meet the requirements of
                    Code Section 401;

                    14.4(b)(2)    the Trustee ceases to maintain a brokerage
                    account for the Plan with the Prototype Sponsor or with an
                    approved subsidiary of the Prototype Sponsor;

                    14.4(b)(3)    the Prototype Sponsor notifies the Employer
                    in writing that the Prototype Sponsor for reasons
                    sufficient to the Prototype Sponsor has terminated its
                    sponsorship of its prototype plan program or of this Plan
                    for the Employer; or

                    14.4(b)(4)    the Employer amends any Provision of this
                    Plan or the Adoption Agreement (other than in accordance
                    with Section 14.2(b)(1) through (3)) including an




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                    amendment because of a waiver of the minimum funding
                    requirement under Code Section 412(d).

         14.4(c)    EFFECT OF WITHDRAWAL AND CONVERSION.  If this plan is
         withdrawn as a prototype and converted to an individually designed
         Plan under this Section 14.4, the Employer as of the effective date
         of such withdrawal shall assume the right and responsibility to amend
         the Plan under Section 14.2(a) and thereafter only the Employer shall
         make amendments to this Plan; provided, (1) no such amendment shall
         affect the Trustee's rights or duties under this Plan without the
         Trustee's prior written consent and (2) any such amendment shall be
         subject to the restrictions of Section 14.3.

14.5     MERGER, CONSOLIDATION OR ASSET TRANSFERS.

         14.5(a)    GENERAL.  In the case of any Plan merger or consolidation
         with, or transfer of assets or liabilities to or from, any other
         employee benefit plan, each person for whom an Account then is
         maintained shall be entitled to receive a benefit from such plan, if
         it is then terminated, which is equal to or greater than the benefit
         such person would have been entitled to receive immediately before
         such merger, consolidation or transfer, if this Plan then had been
         terminated.

         14.5(b)    AUTHORIZATION.  The Plan Administrator may authorize the
         Trustee to accept a transfer of assets from or transfer Fund assets to
         the trustee, custodian or insurance company of any other plan which
         satisfies the requirements of Code Section 401(a) in connection with
         a merger or consolidation with, or other transfer of assets and
         liabilities to or from any such plan, provided that the transfer will
         not affect the qualification of this plan under Code Section 401(a)
         and the assets to be transferred are acceptable to the Trustee.

         14.5(c)    SEPARATE ACCOUNT.  The Plan Administrator may establish
         separate bookkeeping accounts for any assets transferred to the
         Trustee under this Section 14.5 and shall establish such separate
         bookkeeping accounts if required under this Plan.  If separate
         accounts are maintained with respect to transferred assets, no
         contributions or Forfeitures under this Plan shall be credited to such
         separate accounts, but such accounts shall share in the Fund Earnings
         on the same basis as each other Account under Section 6.2.  Any
         individual for whom an Account is established under this Section 14.5
         shall become a Participant in this Plan as of the effective date of
         the merger, consolidation or asset transfer: however, no contributions
         shall be made by or on behalf of such individual under this Plan
         unless such individual is otherwise entitled to such contributions
         under the terms of this Plan.

         14.5(d)    CODE Section  411(D)(6) PROTECTED BENEFITS.  All optional
         forms of benefit available under the transferor plan which must be
         preserved under Code Section 411(d)(6) shall be available to the
         Participant under this Plan unless such transfer meets the
         requirements of Code Section 414(l) and the Participant has made an
         elective transfer which satisfies the requirements set forth in
         Q&A-3(b) of Section 1.411(d)-4 of the Federal Income Tax Regulations.
         Further, such options forms shall be described in the Adoption
         Agreement and, generally, shall apply to the Participant's entire
         Account balance.  Notwithstanding the foregoing, if the Employer so
         specifies in the Adoption Agreement and separately accounts for such
         transferred assets, the optional forms which must be preserved may be
         limited to such separate account.




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14.6     TERMINATION.

         14.6(a)    RIGHT TO TERMINATE.  The Employer may terminate or
         partially terminate this Plan or discontinue contributions to this
         Plan at any time by written action of the Board filed with the Trustee
         and the Prototype Sponsor.  The Employer reserves the right to
         terminate the participation in this Plan by any Participating
         Affiliate at any time by written action.  Furthermore, a Participating
         Affiliate's participation in this Plan automatically shall terminate
         if (and at such time as) its status as an Affiliate terminates for any
         reason whatsoever (other than through a merger or consolidation into
         another Participating Affiliate).  However, a Participating
         Affiliate's termination of participation in this Plan shall not be 
         deemed to be a termination or partial termination of the Plan except
         to the extent required under the Code.  Upon complete termination of
         this Plan, any unallocated amounts (other than amounts in a Code
         Section 415 suspense account described in Section 7.2(b)) shall be
         allocated in accordance with the Plan terms but, if the Plan terms do
         not address the allocation of such amounts, they shall be allocated
         in a nondiscriminatory manner prior to distribution of Plan assets.

         14.6(b)    FULL VESTING UPON TERMINATION.  If this Plan is terminated
         or partially terminated under this Section 14.6 or it there is a
         complete discontinuance of contributions under this Plan, the Account
         of each affected Employee of the Employer or an Affiliate shall become
         nonforfeitable on the effective date of such termination or partial
         termination or complete discontinuance of contributions, as the case
         may be.  In the event of a complete termination of this Plan or a
         complete discontinuance of contributions, each other Account (except
         to the extent otherwise nonforfeitable under the terms of this Plan)
         shall become a Forfeiture and shall be allocated as such under Section
         6.3 as of the effective date of such complete termination or complete
         discontinuance as if such date was the last day of a Plan Year.

SECTION 15.    ADMINISTRATION

15.1     NAMED FIDUCIARIES.  The Plan Administrator and the Employer (if the
Plan Administrator is not the Employer) shall be the Named Fiduciaries
responsible to the extent of their powers and responsibilities assigned in the
Plan for the control, management and administration of the Plan.  The Plan
Administrator, the Employer and the Trustee (other than Smith Barney Shearson
Trust Company) shall be the Named Fiduciaries responsible to the extent of
their respective powers and responsibilities assigned to them in the Trust
Agreement for the safekeeping, control, management, investment and
administration of the assets of the Fund.  Any power or responsibility for the
control, management or administration of the Plan or the Fund which is not
expressly assigned to a Named Fiduciary under the Plan or the Trust Agreement,
or with respect to which the proper assignment is in doubt, shall be deemed to
have been assigned to the Employer as a Named Fiduciary.  One Named Fiduciary
shall have no responsibility to inquire into the acts and omissions of another
Named Fiduciary in the exercise of powers or the discharge of responsibilities
assigned to such other Named Fiduciary under the Plan or the Trust Agreement.
Any person may serve in more than one fiduciary capacity under the Plan or the
Trust Agreement and a fiduciary may be a Participant provided such individual
otherwise satisfies the requirements of Section  4.

A Named Fiduciary, by written instrument filed by the Plan Administrator with
the records of the Plan, may designate a person who is not a Named Fiduciary to
carry out any of its responsibilities under the Plan or Trust Agreement, other
than the responsibilities of the Trustee for the safekeeping, control,

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management, investment and administration of the assets of the Fund, except to
the extent the Trustee's responsibility for investment decisions is delegated
to the Employer, the Plan Administrator, or an investment manager.

15.2     ADMINISTRATIVE POWERS AND DUTIES.  Except to the extent expressly
reserved under the Plan or the Trust Agreement to the Employer, the Board, or
the Trustee, the Plan Administrator shall have the exclusive responsibility and
complete discretionary authority to control the operation, management and
administration of the Plan, with all powers necessary to enable it properly to
carry out such responsibilities, including (but not limited to) the power to
construe the Plan, the related Adoption Agreement, and the Trust Agreement, to
determine eligibility for benefits and to resolve all interpretative, equitable
or other questions that arise under the Plan or the Trust Agreement.  The
decisions of the Plan Administrator on all matters within the scope of its
authority shall be final and binding.  To the extent a discretionary power or
responsibility under the Plan or Trust Agreement is expressly assigned to a
person other than the Plan Administrator, such person shall have complete
discretionary authority to carry out such power or responsibility and such
person's decisions on all matters within the scope of such person's authority
shall be final and binding.

15.3     AGENT FOR SERVICE OF PROCESS.  The agent for service of process for
this Plan shall be the person who is identified as the agent for service of
process in the summary plan description for this Plan.  Neither the Prototype
Sponsor nor any of its affiliates shall be the agent for service of process for
the Plan.

15.4     REPORTING AND DISCLOSURE.  All records regarding the operation,
management and administration of this Plan shall be maintained by the Plan
Administrator.  The Plan Administrator shall satisfy any federal or state
requirement to report and disclose any information regarding this Plan to any
federal or state department or agency, or to any Participant or Beneficiary.

SECTION 16.   MISCELLANEOUS

16.1     SPENDTHRIFT CLAUSE AND QUALIFIED DOMESTIC RELATIONS ORDERS.   Except
to the extent permitted by law, no Account, benefit, payment or distribution
under this Plan or Trust Agreement shall be subject to attachment, garnishment,
levy, execution or any claim or legal process of any creditor of a Participant
or Beneficiary, and no Participant or Beneficiary shall have any right to
alienate, commute, anticipate, or assign all or any part of such individual's
Account, benefit, payment or distribution under this Plan or Trust Agreement.
The preceding sentence also shall apply to the creation, alienation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant pursuant to a domestic relations order unless such order is
determined to be a qualified domestic relations order ("QDRO") within the
meaning of Code Section 414(p) and such order is entered on or after January 1,
1985.  The Plan Administrator shall establish uniform and nondiscriminatory
procedures regarding the determination of whether a domestic relations order
constitutes a QDRO, the timing of distributions made pursuant to a QDRO and the
treatment of any separate account established under this Plan pursuant to a
QDRO.  Unless otherwise expressly specified in such procedures, (1) the Plan
Administrator shall treat a domestic relations order entered before January 1,
1985 as a QDRO in accordance with Code Section 414(p) and (2) a distribution
may be made to an alternate payee pursuant to a QDRO prior to the earliest date
that a distribution could be made to a Participant under the terms of this Plan
and prior to a Participant's "earliest retirement age" under Code Section
414(p).  The determinations and the distributions made by, or at the direction
of, the Plan




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<PAGE>   120

Administrator under this Section 16.1 shall be final and binding on the
Participant and on all other persons interested in such order.

16.2     BENEFITS SUPPORTED ONLY BY TRUST FUND.  Any person having any claim
for any benefit under this Plan shall look solely to the assets of the Fund for
the satisfaction of that claim.  In no event shall the Prototype Sponsor, the
Trustee, the Plan Administrator, the Employer or a Participating Affiliate or
any of their employees, officers, directors or their agents be liable in their
individual capacities to any person whomsoever for the payment of any benefits
under this Plan.

16.3     DISCRIMINATION.  The Plan Administrator shall administer the Plan in a
manner which it deems equitable under the circumstances for all similarly
situated Employees, Participants, Spouses and Beneficiaries; provided, the Plan
Administrator shall not permit discrimination in favor of Highly Compensated
Employees of the Employer or any Participating Affiliate which would be
prohibited under Code Section 401(a).

16.4     CLAIMS.  Any payment to a Participant or Beneficiary or to the legal
representative or heirs-at-law of any such person made in accordance with the
provisions of this Plan shall to the extent of such payment be in full
satisfaction of all claims under this Plan against the Trustee, Plan
Administrator, a Named Fiduciary, the Employer and any Participating Affiliate,
any of whom may require such person, such person's legal representative or
heirs-at-law, as a condition precedent to such payment to execute a receipt and
release in such form as shall be determined by the Trustee, Plan Administrator,
a Named Fiduciary, the Employer or a Participating Affiliate, as the case may
be.

16.5     NONREVERSION.  Except as provided in Section 7.2(b) and in this
Section 16.5, neither the Employer nor any Participating Affiliate shall have
any present or prospective right, claim, or interest in the Fund or in any
Employer contribution made to the Trustee.

To the extent permitted by the Code and ERISA, the Employer contributions
described in this Section 16.5, less any losses on such contributions, shall
be returned by the Trustee to the Employer or to any Participating Affiliate
upon the written direction of the Plan Administrator in the event that:

         16.5(a)    an Employer contribution is made by a mistake of fact,
         provided such return is effected within one year after the payment of
         such contribution;

         16.5(b)    a final judicial or Internal Revenue Service determination
         is made that this Plan fails to satisfy the requirements of Code
         Section 401 with respect to its initial qualification (provided, if
         the Employer is not entitled to rely on the Prototype Sponsor's
         opinion letter, the application for the initial qualification of the
         Plan is made on or before the date prescribed by law for filing the
         Employer's return for the taxable year in which the Plan is adopted,
         or such later date as the Secretary of the Treasury may prescribe), in
         which event all Employer contributions made before such judicial or
         administrative determination (whichever last occurs) plus any earnings
         and minus any losses shall be returned within one year after such
         determination, all such contributions being hereby conditioned upon
         this Plan satisfying all applicable requirements under Code Section
         401 from and after its adoption; or




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<PAGE>   121


         16.5(c)    a deduction for an Employer contribution is disallowed
         under Code Section 404, in which event such contribution shall be
         returned within one year after such disallowance, all such
         contributions being hereby conditioned upon being deductible under
         Code Section 404.

16.6     EXCLUSIVE BENEFIT.  The corpus or income of the Fund shall not be
diverted to or used for any purpose other than the exclusive benefit of
Participants or Beneficiaries.

16.7     EXPENSES.  Any expenses of the Fund which are properly allocable to an
individual's Account (including, but not limited to, expenses related to an
individual's investment directions, annuity contract purchases and other
transactional fees for processing distributions) may be charged directly
against such individual's Account if so provided in the administrative
procedures established by the Plan Administrator.

16.8     SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934.  If this Plan is
invested in employer securities and this Plan permits employees of the Employer
who are subject to the reporting requirements of Section 16 of the Securities
Act of 1934, as amended ("Act") to receive awards, then notwithstanding any
other provision of this Plan, the provisions of this Plan that set forth the
formula or formulas that determine the amount, price or timing of awards to
such persons and any other provisions of this Plan of the type referred to in
Section 1.6b-3(c)(2)(ii) of the Act shall not be amended more than once every
six months, other than to comport with changes in the Code, ERISA, or the rules
thereunder.  Further, to the extent required, the employees described in the
preceding sentence shall be subject to such withdrawal, investment and other
restrictions necessary to satisfy Rule 16b-3 under the Act.  This Section 16.8
is intended to and shall be effective only to the extent required by such rule
and shall be interpreted and administered in accordance with such rule.

16.9     ARBITRATION.  Any claims or controversies with the Prototype Sponsor
related to this Plan are subject to arbitration in accordance with the
arbitration provisions of the Smith Barney Shearson Qualified Retirement Plan
and IRA Client Agreement or any successor to such agreement, which provisions
hereby are expressly incorporated herein by reference.




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                                     PART 2


                             SMITH BARNEY SHEARSON

                         PROTOTYPE DEFINED CONTRIBUTION

                                TRUST AGREEMENT





<PAGE>   123

SMITH BARNEY SHEARSON
TRUST AGREEMENT

SECTION 1.    INTRODUCTION AND CONSTRUCTION

1.1      INTRODUCTION.  This Trust Agreement is a part of the Smith Barney
Shearson Prototype Defined Contribution Plan and is entered into between the
Employer and the Trustee effective as of the date the Adoption Agreement is
executed by the Employer and the Trustee.  If the Plan is adopted as an
amendment and restatement of a Pre-Existing Plan, this Trust Agreement shall
amend and restate the trust agreement or other funding arrangement for the
Pre-Existing Plan.

1.2      DEFINITIONS.  The terms in this Trust Agreement which begin with a
capital letter shall have the meanings set forth in Section 2 of the Plan.
For purposes of this Trust Agreement, "SBSTC" shall mean Smith Barney Shearson
Trust Company and any successor in interest to Smith Barney Shearson Trust
Company.

1.3      CONTROLLING LAWS.  To the extent such laws are not preempted by
federal law, this Trust Agreement shall be construed and interpreted under the
laws of the state specified in the Adoption Agreement; provided, if SBSTC has
been appointed as Trustee, this Trust Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

1.4      CONSTRUCTION.  The headings and subheadings in this Trust Agreement
have been inserted for convenience of reference only and are to be ignored in
the construction of its provisions.  Wherever appropriate, the masculine shall
be read as the feminine, the plural as the singular, and the singular as the
plural.  References in this Trust Agreement to a section (Section) shall be to
a section in this Trust Agreement unless otherwise indicated.  References in
this Trust Agreement to a section of the Code, ERISA or any other federal law
shall also refer to the regulations issued under such section.

The Employer intends that the Plan and this Trust Agreement and the related
Adoption Agreement which are part of the Plan satisfy the requirements for tax
exempt status under Code Section 401(a), Code Section 501 (a) and related
Code sections and that the provisions of the Trust Agreement, the Plan, and the
related Adoption Agreement be construed and interpreted in accordance with the
requirements of the Code and the regulations under the Code.

Further, except as expressly stated otherwise, no provision of this Plan or
this Trust Agreement or the related Adoption Agreement is intended to nor shall
grant any rights to Participants or Beneficiaries or any interest in the Fund
in addition to those minimum rights or interests required to be provided under
ERISA and the Code and the regulations under ERISA and the Code.

Nothing in this Plan or this Trust Agreement or the related Adoption Agreement
shall be construed to prohibit the adoption or the maintenance of the Plan and
Trust Agreement as an individually designed plan and trust agreement of the
adoption of this Trust Agreement in connection with an individually designed
plan, but in such event, the Employer may not rely on the opinion letter issued
to the Prototype Sponsor and the Prototype Sponsor shall have absolutely no
responsibility for such individually designed plan and trust agreement.




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Finally, in the event of any conflict between the terms of the Plan and the
terms of this Trust Agreement or the Adoption Agreement, the terms of the Plan
shall control.


SECTION 2.    GENERAL

All the Trustee's rights, power, authorities, duties and responsibilities of
any kind or description whatsoever respecting the Fund shall be solely and
exclusively as expressly stated in the Plan and in this Trust Agreement.
Except to the extent the Employer or Plan Administrator also is the Trustee for
the Plan, the Trustee shall have no responsibility whatsoever with respect to
the maintenance, operation and administration of the Plan.  No right, power,
authority, duty or responsibility of any kind or description whatsoever
respecting the Fund or the maintenance, operation or administration of the Plan
shall be attributed to the Trustee on account of any ambiguity or inference
which might be interpreted by any person to exist in the terms of the Plan or
this Trust Agreement.  Finally, if SBSTC is Trustee, any discretionary powers,
duties or responsibilities assigned to the Trustee in this Trust Agreement
shall be exercised or performed by SBSTC only upon the direction of the Plan
Administrator, the Employer or an Investment Manager, and SBSTC shall exercise
no discretion with respect to the investment or management of the Fund except
to the extent that Fund assets are invested in a common or collective group
trust maintained by SBSTC or an affiliate of SBSTC.


SECTION 3.    CONTRIBUTIONS AND TRUST FUND

The Employer and the Trustee shall establish reasonable procedures for making
and accepting contributions to the Fund and any asset transfers pursuant to
Section 9 of this Trust Agreement.  The Trustee shall accept any contributions
the Trustee reasonably believes are paid to it in accordance with such
procedures, except that the Trustee may refuse to accept any non-cash
contributions or assets which either are not acceptable to the Trustee or the
acceptance of which the Trustee reasonably believes would constitute a
prohibited transaction under ERISA or the Code.  If this Trust Agreement is an
amendment and restatement of a trust agreement or other funding arrangement for
a Pre-Existing Plan, the assets held under such pre-existing trust agreement or
other funding arrangement shall (to the extent acceptable to the Trustee and
permissible under the prohibited transaction rules of ERISA and the Code) be
transferred to the Trustee pursuant to reasonable transfer procedures
established by the Trustee, the Employer and any predecessor trustee, custodian
or insurance carrier and shall become assets of the Fund. The Trustee shall
have no responsibility with respect to such transferred assets except to
receive such assets and to hold and administer the same thereafter in
accordance with this Trust Agreement.  The Trustee shall not be responsible for
any act or omission of a predecessor trustee or any other person with respect
to assets that are transferred to the Trustee when the Fund is a continuation
of a trust fund or other funding arrangement under a Pre-Existing Plan and
shall not be required to make any claim or demand against any of such persons
unless the Employer requests in writing that the Trustee make such claim or
demand.  The Fund shall consist of all such contributions and assets together
with the income or gains on such contributions and assets, less any payments,
distributions, transfers, assessments and losses from or on such contributions
and assets.  The Fund shall be managed and controlled by the Trustee pursuant
to the terms of this Trust Agreement without distinction between principal and
income and without liability for the payment of any interest on such assets. 
The Trustee shall not be responsible for the amount or the collection of any
contributions to the Fund or for the determination of the amount or frequency
of any contribution required by the Plan, ERISA or the Code and such
responsibilities shall be borne solely by




                                     108
<PAGE>   125

the Employer and the Participating Affiliates.  Further, the Trustee, for
investment purposes, may combine into one fund the Funds created under each
Plan maintained by the Employer and Participating Affiliates and (unless
otherwise specified) all references to the Fund in this Trust Agreement shall
be references to the combined Funds; provided that (a) the Trustee shall
maintain separate books and records of the assets, contributions, distributions
and income or losses allocable to each such Fund, and (b) no part of one Fund
shall be used to pay the expenses, benefits or liabilities attributable to any
other Fund.


SECTION 4.    MANAGEMENT OF TRUST FUND

4.1      PLAN ADMINISTRATOR.  With respect to the Fund, the Plan Administrator
shall have those duties and responsibilities specified in this Trust Agreement
and, additionally, shall have the duty to advise the Trustee and any other
person of such facts and issue such directions as may be required to enable the
Trustee and such other person to execute their duties and responsibilities
under this Agreement.

4.2      TRUSTEE.  The Trustee shall have the sole and exclusive power (except
as otherwise provided in this Trust Agreement) in the management and control of
the Fund to do all things and execute such instruments as may be deemed
necessary or proper, including the powers described in this section, all of
which may be exercised without order of or report to any court.  To the extent
the exercise of any such power would require the exercise of discretion by
SBSTC as the Trustee (other than the management and control of any assets
invested in any common or collective trust maintained by SBSTC or its
affiliates), SBSTC as Trustee shall exercise such power only in accordance with
the specific direction of the Plan Administrator, the Employer or an Investment
Manager.

         4.2(a)     To sell, exchange, or otherwise dispose of any property at
         any time held or acquired by the Fund, at public or private sale, for
         cash or on terms, without advertisement, including the right to lease
         for any term notwithstanding the period of the Trust Agreement;

         4.2(b)     To vote in person or by proxy and corporate stock or other
         security and to agree to or take, or refrain from taking, any other
         action necessary or appropriate for a shareholder or owner in regard
         to any reorganization, merger, consolidation, liquidation, bankruptcy
         or other procedure or proceeding affecting any stock, bond, note or
         other property;

         4.2(c)     To compromise, settle or adjust any claim or demand by or
         against the Fund and to agree to any rescission or modification of any
         contract or agreement affecting the Fund;

         4.2(d)     To borrow money, and to secure the same by mortgaging,
         pledging, or conveying the property of the Fund;

         4.2(e)     To deposit any stock, bond or other security in any
         depository or other similar institution and to register any stock,
         bond or other security in the name of a nominee or in street name
         provided such securities are held on behalf of the Fund by a bank or
         trust company, subject to supervision by the United States or a State,
         a broker or dealer registered under the Securities Exchange Act of
         1934 ("Act") or a "clearing agency" as defined in the Act. or their
         nominees, without the addition of words indicating that such security
         is held in a fiduciary capacity, but accurate records shall be
         maintained showing that such security is a Fund asset and the Trustee
         shall be responsible for the acts of such nominee;




                                     109
<PAGE>   126


         4.2(f)     To hold cash in such amounts as may be in its opinion
         reasonable for the proper operation of the Fund;

         4.2(g)     To invest any and all monies in such stocks, bonds,
         securities, investment company or trust shares or mutual funds,
         including mutual funds which invest in commodities, mortgages, notes,
         choses in action, real estate, improvements thereon, and other
         property as the Trustee may deem appropriate, including "employer
         securities" (whether or not such securities are "qualifying employer
         securities") or "employer real property" (whether or not such property
         is "qualifying employer real property"), as such terms are defined for
         purposes of ERISA Section 407, except to the extent prohibited under
         ERISA or the code;

         4.2(h)     To grant, sell, purchase, or exercise any option of any
         kind or description whatsoever to purchase or sell any security or
         other property which is a permissible investment under this Section
         4(b), provided the Trustee in no event shall grant or sell any option
         under which any person can require the Fund to sell any security or
         other property which the Fund at the time of such grant or sale does
         not hold in any amount sufficient to cover such option and any other
         outstanding option granted or sold by the Trustee, and the Trustee in
         no event shall dispose of any such security or other property covering
         any such option until such option is exercised or otherwise expires;

         4.2(i)     To invest all, or any part, of the assets of the Fund in
         any common, collective or group trust fund maintained under Code
         Section 584 or Revenue Riling 81-100, 1981-l C.B. 326 exclusively for
         the investment of the assets of tax exempt pension and profit sharing
         plans, the provisions of which upon such investment shall
         automatically be adopted and made a part of this Trust Agreement for
         the period such investment is made in such common, collective or group
         trust fund; provided, if SBSTC is the Trustee,

                    4.2(i)(1)     the Trustee shall, upon receipt of written
                    investment directions, invest some or all of the Fund in
                    one or more collective trust funds (including, without
                    limitation, any collective trust fund maintained by the
                    Trustee or by any affiliate of the Trustee) that are exempt
                    from taxation under Code Section 501(a);

                    4.2(i)(2)     any such investment shall be subject to all
                    the provisions of the declaration of trust creating such
                    collective trust fund which is adopted in its entirety as
                    an integral part of the Plan and of this Trust Agreement;

                    4.2(i)(3)     the Employer, Plan Administrator or
                    Investment Manager shall not have any right to vote or
                    otherwise in any manner control the operation and
                    management of any such collective trust fund, the operation
                    of any party to any such collective trust fund, or any
                    beneficiary of any such collective trust fund;

                    4.2(i)(4)     the Trustee (or its affiliate) is authorized
                    to utilize investment advice received from investment
                    advisers for any collective trust fund maintained by the
                    Trustee (or its affiliate) including, without limitation,
                    such advice received from [SLH Capital Management and SLH
                    Asset Management, each of which is a division of] an
                    affiliate of the Trustee, and to utilize the brokerage
                    services of the Prototype Sponsor, an affiliate Trustee;
                    and




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                    4.2(i)(5)     the Employer, Plan Administrator or
                    Investment Manager, as applicable, shall determine, prior
                    to any direct either of them to invest the Fund in any such
                    collective trust, that the services provided to the Plan
                    through the collective trust fund including, without
                    limitation, any investment advisory services provided to
                    the Trustee (or its affiliate) by [SLH Capital Management
                    and SLH Asset Management] and brokerage services provided
                    by the Prototype Sponsor are (A) necessary to the operation
                    of the Plan, (B) furnished under a declaration of trust
                    which is reasonable and (C) furnished for reasonable
                    compensation;

         4.2(j)     To purchase, hold, sell, surrender or distribute any
         investment contract, life insurance contract or annuity contract as
         directed by a Participant or the Plan Administrator in accordance with
         the Plan;

         4.2(k)     To make a participant loan as directed by the Plan
         Administrator; and

         4.2(l)     To make such other investments as the Trustee in its
         discretion shall deem best or if SBSTC is the Trustee or the Trustee
         is subject to the direction of another person, as directed by someone
         other than the Trustee, without regard to any law now or hereafter in
         force (other than ERISA) limiting the investments of trustees or other
         fiduciaries.

         The Trustee shall not be required to make any inventory or appraisal
         or report to any court, nor to secure any order of court for the
         exercise of any power contained in this Trust Agreement, and shall not
         be required to give bond (except as required by ERISA).

         Notwithstanding the foregoing, if SBSTC is the Trustee, SBSTC shall
         invest all assets of the Fund which are to be invested on an interim
         basis pending reinvestment, distribution or other disbursement either
         (1) in depository accounts bearing a reasonable rate of interest which
         maintained by SBSTC or by any affiliate of SBSTC or (2) in commingled
         short-term investment funds which are maintained by SBSTC or by any
         affiliate of SBSTC, in which event the provisions of Section 4(b)(9)
         of this Agreement shall apply.

         Except as agreed to in writing by the Trustee and the Employer,
         Trustee shall not be liable and shall be indemnified and held harmless
         by the Employer for any liability, loss, damage, expense, assessment
         or other cost of any kind or description whatsoever, which the Trustee
         incurs as a result of or arising out of (1) any action taken at the
         direction of the Employer, the Plan Administrator or an Investment
         Manager, (2) any failure to act if, under the terms of this Trust
         Agreement, action can be taken only after receipt from the Employer,
         the Plan Administrator or an Investment Manager of specific
         directions, (3) any action or failure to act based on advice of legal
         counsel to the Employer or the Plan Administrator, or (4) any failure
         to act pending the receipt of directions from the Employer, the Plan
         Administrator or an Investment Manager, when the Trustee has made a
         written request for such direction provided, such action or failure to
         act is not attributable to fraud, misconduct, negligence or error by
         the Trustee.  Further, if SBSTC is the Trustee, SBSTC may from time to
         time request the advice of counsel on any legal matter, including the
         interpretation of the Plan and this Trust Agreement, and shall be
         indemnified and held harmless for any and all liability, damage,
         expense, assessment or other cost of any kind or description resulting
         from or on account of its services as Trustee under the Plan,
         including, but not limited to, any co-fiduciary liability under ERISA
         Section 405 and any liability, damage, expense,




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         assessment or other cost arising out of its actions in accordance with
         advice of counsel.  Except as agreed to in writing by the Trustee and
         the Employer, the provisions of this paragraph shall survive the term
         of this Trust Agreement and may not be amended by any person or entity
         other than the Prototype Sponsor or terminated except with the consent
         of the Trustee.

4.3      INVESTMENT MANAGER.  The Plan Administrator as a Named Fiduciary at
any time may appoint in writing a person, or more than one person, including,
subject to Section 4(i) of this Trust Agreement, the Prototype Sponsor or any
of its affiliates, who either (1) is registered as an investment adviser under
the Investment Advisers Act of 1940 ("Act"), (2) is a bank as defined in the
Act, or (3) is an insurance company which, within the meaning of ERISA Section
3(38), is qualified to manage, acquire and dispose of the assets of an employee
benefit plan under the laws of more than one state, as an investment manager
pursuant to ERISA Section 3(38) ("Investment Manager") for all of the Fund or
for a specified portion of the Fund allocated by the Plan Administrator to such
Investment Manager's management account ("Management Account").

The Plan Administrator shall notify the Trustee of such appointment and of the
date such appointment becomes effective, and such investment Manager shall have
the sole responsibility and duty and the sole power, without prior consultation
with the Board, the Employer, the Plan Administrator, the Trustee, or any other
person, to manage and direct or effect the acquisition and disposition of the
assets of the Fund allocated to such Management Account from the date the
appointment as Investment Manager becomes effective.  The Plan Administrators
as a Named Fiduciary also may terminate the appointment of any person as an
Investment Manager and may cause assets of the Fund to be added to or deleted
from any Management Account.

The Investment Manager may exercise his or her power through procedures as
agreed upon with the Trustee which satisfy the requirements of the securities
laws and the rules of the New York Stock Exchange (and any other exchange on
which securities are traded for such manager's Management Account), and the
Trustee shall not be liable in any respect to any person, and shall be
indemnified and held harmless by the Employer, for acting in accordance with
such procedures.  Pending receipt of directions from the Investment Manager,
any cash received by the Trustee from time to time for such manager's
Management Account may be retained in the Fund in cash.  If an Investment
Manager ceases to have investment responsibility for the Management Account,
the Plan Administrator or the Employer, as authorized in accordance with
Section 4(d) of this Trust Agreement, shall manage such assets in accordance
with Section 4(d) or shall appoint another Investment Manager to manage such
assets.

4.4      PLAN ADMINISTRATOR OR EMPLOYER INVESTMENT DIRECTIONS.  The Board at
any time may authorize in writing the Plan Administrator or the Employer as a
Named Fiduciary to manage and direct the investment of all or any specified
portion of this assets of the Fund as determined by the board, and the Board at
any time may modify or terminate such authorization in writing.  If SBSTC is
appointed as Trustee, the Employer shall automatically be deemed to be so
authorized to manage and direct the investment of the entire Fund; provided,
the Employer may specify in the Adoption Agreement that such direction shall be
made by the Plan Administrator.  In the event the Plan Administrator or the
Employer is authorized to manage and direct the investment of Fund assets under
this Section 4(d), the provisions of Section 4(c) of this Trust Agreement
shall apply in all respects as if the Plan Administrator or the Employer, as
applicable, was an Investment Manager and the portion of the assets subject to
such management and direction was a Management Account.




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4.5      PARTICIPANT INVESTMENT DIRECTIONS.  If the Plan permits a participant
or a Beneficiary to direct the investment of such individual's Account, the
Plan Administrator shall direct the Trustee to establish the investment
alternatives designated by the Plan Administrator and to accept directions to
invest all or any specified portion of the Participant's Account among such
alternatives.  The Plan Administrator in consultation with the Trustee shall
establish such reasonable rules for effecting the investment elections as the
Plan Administrator deems necessary or appropriate and such rules shall be
applied on a uniform and nondiscriminatory basis to all similarly situated
individuals.  Except as required under ERISA, neither the Plan Administrator,
the Employer nor the Trustee shall be responsible for any investment decisions
made by a Participant or a Beneficiary.  If a Participant or Beneficiary fails
to direct the investment of the Account, then the Employer or Plan
Administrator (as authorized in accordance with Section 4(d) of this Trust
Agreement) shall assume the investment responsibility for such Account.

4.6      CUSTODIAN.  The Trustee (including SBSTC) at any time and from time to
time may appoint one, or more than one, person, including, subject to Section
4(i) of this Trust Agreement, the Prototype Sponsor or any of its affiliates,
to perform such custodial safekeeping, record keeping, securities execution and
other nondiscretionary functions of the Trustee as the Trustee deems
appropriate, and any person who is appointed to perform a custodial safekeeping
function may (in connection with the performance of that function) hold Fund
securities in a street name, provided that the Trustee shall remain the
beneficial owner of all assets held by such person and such person in no event
shall be granted any discretionary authority in the capacity as a custodian to
manage and direct the acquisition and disposition of Fund assets.

4.7      MULTIPLE TRUSTEES.  More than one person can serve at the same time as
the Trustee, including any combination of individuals and banks or similar
institutions, and in the event that more than one person does serve at the same
time as Trustee under the Plan and this Trust Agreement, the references to
"Trustee" in the Plan and this Trust Agreement wherever applicable shall be
deemed to be to "Trustees" and such Trustees may allocate among themselves by
unanimous written consent (signed by all Trustees) such specific Trustee
duties, responsibilities and functions in the management of the Fund and
otherwise under the Plan and this Trust Agreement as the Trustees deem
appropriate under the circumstances.  The Trustees in all unallocated duties,
responsibilities and functions shall act by majority vote at a meeting at which
a majority of the Trustees are present or by unanimous written consent (signed
by all Trustees) in lieu of a meeting.  Any person shall be entitled to rely
conclusively upon any written action signed by all Trustees or by any one or
more Trustees to whom the power to take such action has been allocated by
unanimous written consent signed by all Trustees.  Finally, the provisions of
Section 8 of this Trust Agreement shall apply to the resignation or removal of
any one of the Trustees, provided that (1) all notices required in such Section
8 also shall be given to any remaining Trustees, (2) the Employer only shall be
required to appoint successor Trustees upon the resignation or removal of all
Trustees then serving, and (3) the Employer or the remaining Trustees may
demand and receive an accounting upon the resignation or removal of one or more
of the Trustees.  Notwithstanding the foregoing, if SBSTC is not the sole
Trustee under the Plan, SBSTC shall serve in a nondiscretionary, custodial
capacity only subject to the directions of the Employer or the Plan
Administrator and SBSTC shall have no duties with respect to assets held by any
other person including, without limitation, any other Trustee for the Fund.
Further, the Employer hereby agrees that SBSTC shall not serve as, and shall
not be deemed to be, a co-trustee under any circumstances.

4.8      COMMUNICATIONS.  The Employer, the Plan Administrator and each
Investment Manager shall establish with the Trustee such oral, written or
electronic communication procedures (or any combination




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of such communication procedures) or such other procedures as such persons and
the Trustee deem reasonable and prudent under the circumstances for the orderly
administration of the Fund.  The Trustee and each other person shall be
entitled to rely conclusively upon any and all communication from the Employer,
the Plan Administrator and each Investment Manager reasonably believed to be
communicated in accordance with such established procedures.

If the Trustee receives a direction which in the Trustee's determination is
incomplete, was not communicated in accordance with established procedures or
otherwise cannot reasonably be executed, the Trustee shall promptly inform the
person responsible for such direction and shall take no further action pending
receipt of proper directions from such person.

4.9      PROTOTYPE SPONSOR.  Nothing in the Plan or this Trust Agreement shall
prevent the Prototype Sponsor or any of its affiliates from engaging in any
transaction with the Plan or the Fund, provided that such transaction does not
(in the opinion of the Prototype Sponsor) constitute a "prohibited transaction"
under ERISA Section 406 or Code Section 4975, and the Employer shall provide
such written documentation as the Prototype Sponsor deems necessary or
appropriate to determine that any such transaction would not be a "prohibited
transaction."

To the extent that ERISA or a prohibited transaction exemption requires action
by an individual independent of the Plan Sponsor and its affiliates or their
employers, officers and directors, then the Employer, the Plan Administrator,
an Investment Manager, a Participant or a Beneficiary shall have full power and
authority to take action on behalf of the Fund as necessary to satisfy ERISA or
such exemption provided such person otherwise is authorized to act under this
Trust Agreement.

4.10     VOTING OF PROXIES.  Except as provided in this Section 4(j), the
person with the responsibility to manage and invest all or a portion of the
Fund shall have the exclusive authority and responsibility for voting proxies
with respect to investments held for such portion of the Fund and the Trustee
shall be obligated to vote such proxies only in accordance with the directions
of such person and shall be precluded from voting such proxies except in
accordance with such directions.

However, the Plan Administrator, as Named Fiduciary, may reserve to itself the
right to vote proxies with respect to any investments which are otherwise
subject to the management and control of an investment Manager and, in such
event, the Investment Manager shall be precluded from voting such proxies.


SECTION 5.    BENEFIT PAYMENTS

No disbursement from the Fund shall be made by the Trustee for purposes of the
payment of any Plan benefit except on the written direction of the Plan
Administrator, and the Trustee shall have no duty or obligation whatsoever to
inquire as to the accuracy of such direction or its propriety in light of the
provisions of the Plan, ERISA or the Code.  Upon written direction (which may
be a continuing direction) from the Plan Administrator as to the name of any
person to whom payment is to be made from the Fund and when such payment is to
be made and the amount and manner of such payment, and consistent with the
income tax withholding requirements, the Trustee shall draw checks, purchase
annuity contracts or distribute other assets from the Fund in the name of the
person designated by the Employer and deliver such checks, contracts or other
assets in such manner and in such amounts and at such times




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as the Plan Administrator shall direct or, if appropriate, the Trustee shall
make an electronic transfer to the account of such person designated by the
Plan Administrator in such amounts and at such times as the Plan Administrator
shall direct.

If SBSTC is the Trustee, all payments to be paid by means of a check from the
Trustee shall be paid from a non-interest bearing checking account to be
maintained with an affiliate of the Trustee.  Prior to executing this Trust
Agreement, the Employer shall determine that such checking account services are
(1) necessary to the operation of the Plan, (2) furnished under an arrangement
which is reasonable and (3) furnished for reasonable compensation.

In the event the Trustee shall deem it necessary to withhold any distribution
pending compliance with legal requirements with respect to probate of wills,
appointment of personal representatives, payment or provision for estate or
inheritance taxes, or for death duties or otherwise,  the Trustee shall notify
the Plan Administrator and shall thereafter take no action pending receipt of
the Plan Administrator's instructions to distribute and an agreement form the
Plan Administrator, in form satisfactory to the Trustee, protecting it from any
liability arising out of noncompliance with such requirements.

The Plan Administrator may in its discretion direct, and the Trustee shall make
payment on such direction, that Plan payments be made (1) directly to an
incompetent or disabled person, whether because of minority or mental or
physical disability, (2) to the guardian or to the person having custody of
such person if a court of competent jurisdiction has appointed such guardian or
custodian, or (3) to any person designated or authorized under any state
statute to receive such payments on behalf of such incompetent or disabled
person without further liability either on the part of the Employer, the Plan
Administrator or the Trustee for the amount of such payment to the person on
whose account such payment is made.

In the case of a termination, partial termination, a complete discontinuance of
contributions or the termination of participation by a Participating Affiliate
as described in Section 14.5 of the Plan, the Plan Administrator shall direct
the Trustee precisely as to what action to take and the Trustee (subject to the
terms of this Trust Agreement and the Plan and to such terms and conditions, if
any, as agreed upon between the Plan Administrator and the Trustee) shall
follow such directions.

The Plan Administrator shall determine anticipated liquidity requirements to
meet projected benefit payments for each Plan Year and, if any adjustment from
the practices and policies agreed upon between the Plan Administrator and the
Trustee at the adoption of this Trust Agreement is deemed appropriate, notice
of such adjustment shall be communicated by the Plan Administrator in writing
as soon as practicable to the Trustee.  The Trustee shall be under no duty to
make any such adjustment prior to receiving such notice.


SECTION 6.    VALUATION AND ACCOUNTING BY TRUSTEE

The Trustee as of each Valuation Date shall determine the fair market value of
the assets of the Fund (or, if more than one Fund is combined for investment
purposes, of each such Fund) based upon such reasonable accounting principles,
practices and procedures as the Trustee shall adopt and consistently apply for
this purpose, which determination shall be final and binding.  At such times as
agree upon between the Trustee and the Plan Administrator, the Trustee shall
file with the Plan Administrator a




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written report setting forth such fair market value and all investments,
receipts and disbursements and other transactions of the Fund since the date of
the last such report.

Upon the execution of 90 days from the filing of the Trustee's report and
except as provided under ERISA, the Trustee shall be forever relieved and
discharged from any liability or accountability to anyone with respect to the
propriety of its actions or the transactions shown by such report except with
respect to those acts or transactions to which the Plan Administrator or the
Employer shall, within such 90 day period, have filed with the Trustee its
written disapproval, and neither the Plan Administrator nor the Employer nor
any other person shall have the right to demand or be entitled to any further
or different accounting by the Trustee.


SECTION 7.    EXPENSES

All reasonable and proper expenses of the Plan and the Fund (within the meaning
of ERISA Section 403(c)(1) and Section 404(a)(1)(A)), including any taxes
which may be levied or assessed against the Trustee on account of the Fund and
the Trustee's compensation as agreed upon from time to time by the Employer and
the Trustee, shall be paid from the Fund unless (a) the payment of such expense
would constitute a "prohibited transaction" within the meaning of ERISA Section
406 or Code Section 4975 or (b) the Employer pays such expenses.  Any such
expenses of the Fund which are properly allocable to an individual's Account
(including, but not limited to, expenses related to an individual's investment
directions, annuity contract, purchases and other transactional fees for
processing distributions) may be charged directly against such individual's
Account if so provided in administrative procedures established by the Plan
Administrator.  No payments shall be made to a Trustee who also receives
full-time pay from the Employer or from a Participating Affiliate except for
his or her benefits, if any, from the Plan and the reimbursement of his or her
reasonable and proper expenses as a Trustee which are not reimbursed by any
other person.


SECTION 8.    RESIGNATION OR REMOVAL OF TRUSTEE

The Trustee may resign at any time by delivering its written resignation to the
Employer.  The Employer shall within 60 days after receipt of such resignation
appoint a successor trustee in writing (acceptable for this purpose to the
Employer and the successor trustee) delivered to the Trustee and to such
successor trustee.  The Employer may remove the Trustee at any time and appoint
a successor trustee or trustees upon 60 days written notice to the Trustee
unless the Trustee agrees to a shorter notice period.  In either event, on the
appointment of such successor, the Trustee shall promptly turn over to such
successor all assets held by the Trustee and shall make a final accounting to
the Plan Administrator and the Employer.  The successor trustee shall have no
responsibility except to receive such money and property from the Trustee and
to hold and administer the same thereafter in accordance with this Trust
Agreement and shall not be responsible for any act or omission of the Trustee,
and shall not be required to make any claim or demand against the Trustee
unless the Plan Administrator or the Employer shall in writing request the
successor trustee to make a claim or demand against the Trustee.  Any such
successor trustee shall have and may exercise all the rights, powers, and
duties of the Trustee as fully and to the same extent as if it had originally
been named Trustee herein.




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SECTION 9.    MERGERS, CONSOLIDATIONS AND ASSET TRANSFERS

The Trustee upon written direction of the Plan Administrator shall transfer and
deliver Fund assets to or accept the transfer to the Fund of assets acceptable
to it from any trustee, custodian or insurance carrier maintaining any
investment medium of a pension or profit sharing plan which is tax exempt under
Code Section 401(a) into which the Plan (or any portion thereof) shall be
merged or consolidated.

In the case of any Plan merger or consolidation with, or transfer of assets or
liabilities to or from, any other employee benefit plan, each person for whom
an Account then is maintained shall be entitled to receive a benefit from such
plan, if it is then terminated, which is equal to or greater than the benefit
such person would have been entitled to receive immediately before such merger,
consolidation or transfer, if the Plan then had been terminated.  The Trustee
in connection with either of the above described transfers shall have no
liability or responsibility (1) to determine whether such transfer shall be in
conformity with the provisions of the Plan, any other plan, ERISA or the Code
or (2) to determine the effect of such transfer upon any Accounts.  Any
direction of the Plan Administrator respecting any of the foregoing shall
constitute a certification that the transfer so directed is in conformity with
the provisions of the Plan or any other plan, this Trust Agreement, ERISA and
the Code, and the Trustee shall act in accordance with such direction.

SECTION 10.     SINGLE TRUST - SEPARATE FUNDS

The assets of the Fund (or, if more than one Fund is combined for investment
purposes, of each such Fund) shall be held, administered, invested and managed
by the Trustee (except to the extent investment responsibility is allocated to
another person under the terms of this Trust Agreement) consistent with the
terms of this Trust Agreement in all respects as a single trust even though
portions of such assets may be attributable to different employers or may be
allocable to the payment of benefits for different employee groups.  The Plan
Administrator shall be responsible to maintain and determine the appropriate
portion of the Fund held in respect of any such group of employees in the event
that such maintenance or determination shall become necessary.  The
determination by the Plan Administrator of the portion of the Fund held in
respect of any such employee group shall be final and conclusive upon all
persons.


SECTION 11.     NAMED FIDUCIARIES AND ADMINISTRATION

The Plan Administrator and the Employer (if the Plan Administrator is not the
Employer) shall be the Named Fiduciaries responsible to the extent of their
powers and responsibilities assigned in the Plan for the control, management
and administration of the Plan.  The Plan Administrator, the Employer and the
Trustee (other than SBSTC) shall be the Named Fiduciaries responsible to the
extent of their respective powers and responsibilities assigned to them in the
Trust Agreement for the safekeeping, control, management, investment and
administration of the assets of the Fund.  Any power or responsibility for the
control, management or administration of the Plan or the Fund which is not
expressly assigned to a Named Fiduciary under the Plan or the Trust Agreement,
or with respect to which the proper assignment is in doubt, shall be deemed to
have been assigned to the Employer as a Named Fiduciary.  One Named Fiduciary
shall have no responsibility to inquire into the acts and omissions of another
Named Fiduciary in the exercise of powers or the discharge of responsibilities
assigned to such other Named Fiduciary under the Plan or the Trust Agreement.
Any person may serve in more than one fiduciary capacity under




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the Plan or the Trust Agreement and a fiduciary may be a Participant provided
such individual otherwise satisfied the requirements of Section 4.

A Named Fiduciary, by written instrument filed by the Plan Administrator with
the records of the Plan, may designate a person who is not a Named Fiduciary to
carry out any of its responsibilities under the Plan or Trust Agreement, other
than the responsibilities of the Trustee for the safekeeping, control,
management, investment and administration of the assets of the Fund, except to
the extent the Trustee's responsibility for investment decisions is delegated
to the Employer, the Plan Administrator, or an Investment Manager.

Except to the extent expressly reserved under the Plan or the Trust Agreement
to the Employer, the Board, or the Trustee, the Plan Administrator shall have
the exclusive responsibility and complete discretionary authority to control
the operation, management and administration of the Plan, with all powers
necessary to enable it properly to carry out such responsibilities, including
(but not limited to) the power to construe the Plan, the related Adoption
Agreement, and the Trust Agreement, to determine eligibility for benefits and
to resolve all interpretative, equitable or other questions that arise under
the Plan or the Trust Agreement.  The decisions of the Plan Administrator on
all matters within the scope of its authority shall be final and binding.  To
the extent a discretionary power or responsibility under the Plan or Trust
Agreement is expressly assigned to a person other than the Plan Administrator,
such person shall have complete discretionary authority to carry out such power
or responsibility and such person's decisions on all matters within the scope
of such person's authority shall be final and binding.


SECTION 12.    MISCELLANEOUS

12.1     SPENDTHRIFT CLAUSE AND QUALIFIED DOMESTIC RELATIONS ORDERS.  Except to
the extent permitted by law, no Account, benefit, payment or distribution under
the Plan or this Trust Agreement shall be subject to attachment, garnishment,
levy, execution, or any claim or legal process of any creditor of a Participant
or Beneficiary, and no Participant or Beneficiary shall have any right to
alienate, commute, anticipate, or assign all or any part of such individual's
Account, benefit, payment or distribution under the Plan or this Trust
Agreement.  The preceding sentence also shall apply to the creation,
alienation, assignment, or recognition of a right to any benefit payable with
respect to a Participant pursuant to a domestic relations order unless such
order is determined to be a qualified domestic relations order ("QDRO") within
the meaning of code Section 414(p) and such order is entered on or after
January 1, 1985.  Notwithstanding the foregoing, the Plan Administrator may
treat a domestic relations order entered before January 1, 1985 as a QDRO in
accordance with Code Section 414(p) and Section 16.1 of the Plan.

12.2     BENEFITS SUPPORTED ONLY BY THE TRUST FUND.  Any person having any
claim for any benefit under the Plan shall look solely to the assets of the
Fund for the satisfaction of that claim.  In no event will the Prototype
Sponsor, the Trustee, the Plan Administrator, the Employer or a Participating
Affiliate or any of their employees, officers, directors or their agents be
liable in their individual capacities to any person whomsoever for the payment
of any benefits under the Plan.

12.3     CLAIMS.  Any payment to a Participant or Beneficiary, or to the legal
representative of heirs-at-law of any such person made in accordance with the
provisions of the Plan shall to the extent of such payment be in full
satisfaction of all claims under the Plan against the Trustee, Plan
Administrator, a Named Fiduciary, the Employer and any Participating Affiliate,
any of whom may require such person,




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such person's legal representative or heirs-at-law, as a condition precedent to
such payment, to execute a receipt and release in such form as shall be
determined by the Trustee, Plan Administrator, a Named Fiduciary, the Employer
or a Participating Affiliate, as the case may be.

12.4     NONREVERSION.  Except as provided in Section 12(d) of the Plan and in
this Section 12(d), neither the Employer nor any Participating Affiliate shall
have any present or prospective right, claim, or interest in the Fund or in any
Employer contribution made to the Trustee.

To the extent permitted by the Code and ERISA, the Employer contributions
described in this Section 12(d), less any losses on such contributions, shall
be returned by the Trustee to the Employer or to any Participating Affiliate
upon the written direction of the Plan Administrator in the event that:


         12.4(a) an Employer contribution is made by a mistake of fact,
         provided such return is effected within one year after the payment of
         such contribution;

         12.4(b) a final judicial or Internal Revenue Service determination is
         made that the Plan fails to satisfy the requirements of Code Section
         401 with respect to its initial qualification (provided, if the
         Employer is not entitled to rely on the Prototype Sponsor's opinion
         letter, the application for the initial qualification of the Plan is
         made by the time prescribed by law for filing the Employer's return
         for the taxable year in which the Plan is adopted, or such later date
         as the Secretary of the Treasury may prescribe), in which event all
         Employer contributions made before such judicial or administrative
         determination (whichever last occurs), plus any earnings and minus any
         losses shall be returned within one year after such determination, all
         such contributions being hereby conditioned upon the Plan satisfying
         all applicable requirements under Code Section 401 from and after its
         adoption; or

         12.4(c) a deduction for an Employer contribution is disallowed under
         Code Section 404, in which event such contribution shall be returned
         within one year after such disallowance, all such contributions being
         hereby conditioned upon being deductible under Code Section 404.

The Trustee shall have no obligation or responsibility whatsoever to determine
whether the return of any such Employer contributions is permitted by the Code
or ERISA and shall (to the extent permissible under law) be indemnified and
held harmless by the Employer for acting in accordance with written directions
given by the Plan Administrator pursuant to this Section 12(d).

12.5     EXCLUSIVE BENEFIT.  The corpus or income of the Fund shall not be
diverted to or used for any purpose other than the exclusive benefit of
Participants or Beneficiaries.




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