EXHIBIT 4.5


















                              The CORPORATEplan

                              for RetirementSM

                     Fidelity Basic Plan Document No. 02




The CORPORATEplan for RetirementSM                   Basic Plan Document 02
                                                                  12/5/2001

                               2001 FMR Corp.
                            All rights reserved.


<PAGE>
                              THE CORPORATEPLAN

                               FOR RETIREMENTSM

                                   Preamble.

                       Article 1. Adoption Agreement.

                            Article 2. Definitions.
2.01.    Definitions
2.02.    Pronouns
2.03.    Special Effective Dates

                               Article 3. Service.

3.01.    Crediting of Eligibility Service
3.02.    Re-Crediting of Eligibility Service Following Termination of
         Employment
3.03.    Crediting of Vesting Service
3.04.    Application of Vesting Service to a Participant's Account
         Following a Break in Vesting Service
3.05.    Service with Predecessor Employer
3.06.    Change in Service Crediting

                       4.01. Article 4. Participation.

4.01.    Date of Participation
4.02.    Transfers Out of Covered Employment
4.03.    Transfers Into Covered Employment
4.04.    Resumption of Participation Following Reemployment

                   5.01. Article 5. Contributions.
5.01.    Contributions Subject to Limitations
5.02.    Compensation Taken into Account in Determining Contributions
5.03.    Deferral Contributions
5.04.    Employee Contributions
5.05.    No Deductible Employee Contributions
5.06.    Rollover Contributions
5.07.    Qualified Nonelective Employer Contributions
5.08.    Matching Employer Contributions
5.09.    Qualified Matching Employer Contributions
5.10.    Nonelective Employer Contributions
5.11.    Vested Interest in Contributions
5.12.    Time for Making Contributions
5.13.    Return of Employer Contributions

                   Article 6. Limitations on Contributions.
6.01.    Special Definitions
6.02.    Code Section 402(g) Limit on Deferral Contributions
6.03.    Additional Limit on Deferral Contributions
6.04.    Allocation and Distribution of "Excess Contributions"
6.05.    Reductions in Deferral Contributions to Meet Code Requirements
6.06.    Limit on Matching Employer Contributions and Employee
         Contributions
6.07.    Allocation, Distribution, and Forfeiture of "Excess Aggregate
         Contributions"
6.08.    Aggregate Limit on "Contribution Percentage Amounts" and
         "Includable Contributions"
6.09.    Income or Loss on Distributable Contributions
6.10.    Deemed Satisfaction of "ADP" Test
6.11.    Deemed Satisfaction of "ACP" Test With Respect to Matching
         Employer Contributions
6.12.    Code Section 415 Limitations

                     Article 7. Participants' Accounts.
7.01.    Individual Accounts
7.02.    Valuation of Accounts

                   Article 8. Investment of Contributions.
8.01.    Manner of Investment
8.02.    Investment Decisions
8.03.    Participant Directions to Trustee

                    Article 9. Participant Loans.
9.01.    Special Definitions
9.02.    Participant Loans
9.03.    Separate Loan Procedures
9.04.    Availability of Loans
9.05.    Limitation on Loan Amount
9.06.    Interest Rate
9.07.    Level Amortization
9.08.    Security
9.09.    Transfer and Distribution of Loan Amounts from Permissible
         Investments
9.10.    Default
9.11.    Effect of Termination Where Participant has Outstanding Loan
         Balance
9.12.    Deemed Distributions Under Code Section 72(p)
9.13.    Determination of Account Value Upon Distribution Where Plan Loan
         is Outstanding

                    Article 10. In-Service Withdrawals.
10.01.    Availability of In-Service Withdrawals
10.02.    Withdrawal of Employee Contributions
10.03.    Withdrawal of Rollover Contributions
10.04.    Age 59 1/2 Withdrawals
10.05.    Hardship Withdrawals
10.06.    Preservation of Prior Plan In-Service Withdrawal Rules
10.07.    Restrictions on In-Service Withdrawals
10.08.    Distribution of Withdrawal Amounts

                    Article 11. Right to Benefits.
11.01.    Normal or Early Retirement
11.02.    Late Retirement
11.03.    Disability Retirement
11.04.    Death
11.05.    Other Termination of Employment
11.06.    Application for Distribution
11.07.    Application of Vesting Schedule Following Partial Distribution
11.08.    Forfeitures
11.09.    Application of Forfeitures
11.10.    Reinstatement of Forfeitures
11.11.    Adjustment for Investment Experience

                     Article 12. Distributions.
12.01.    Restrictions on Distributions
12.02.    Timing of Distribution Following Retirement or Termination of
          Employment
12.03.    Participant Consent to Distribution
12.04.    Required Commencement of Distribution to Participants
12.05.    Required Commencement of Distribution to Beneficiaries
12.06.    Whereabouts of Participants and Beneficiaries

                  Article 13. Form of Distribution.
13.01.    Normal Form of Distribution Under Profit Sharing Plan
13.02.    Cash Out Of Small Accounts
13.03.    Minimum Distributions
13.04.    Direct Rollovers
13.05.    Notice Regarding Timing and Form of Distribution
13.06.    Determination of Method of Distribution
13.07.    Notice to Trustee

        Article 14. Superseding Annuity Distribution Provisions.
14.01.    Special Definitions
14.02.    Applicability
14.03.    Annuity Form of Payment
14.04.    "Qualified Joint and Survivor Annuity" and "Qualified
          Preretirement Survivor Annuity Requirements"
14.05.    Waiver of the "Qualified Joint and Survivor Annuity" and/or
          "Qualified Preretirenient Survivor Annuity Rights"
14.06.    Spouse's Consent to Waiver
14.07.    Notice Regarding "Qualified Joint and Survivor Annuity"
14.08.    Notice Regarding "Qualified Preretirement Survivor Annuity"
14.09.    Former Spouse

                 Article 15. Top-Heavy Provisions.
15.01.    Definitions
15.02.    Application
15.03.    Minimum Contribution
15.04.    Modification of Allocation Provisions to Meet Minimum
          Contribution Requirements
15.05.    Adjustment to the Limitation on Contributions and Benefits
15.06.    Accelerated Vesting
15.07.    Exclusion of Collectively-Bargained Employees

               Article 16. Amendment and Termination.
16.01.    Amendments by the Employer that do Not Affect Prototype Status
16.02.    Amendments by the Employer that Affect Prototype Status
16.03.    Amendment by the Mass Submitter Sponsor and the Prototype
          Sponsor
16.04.    Amendments Affecting Vested and/or Accrued Benefits
16.05.    Retroactive Amendments
16.06.    Termination
16.07.    Distribution upon Termination of the Plan
16.08.    Merger or Consolidation of Plan; Transfer of Plan Assets

Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds to
                  Or from Other Qualified Plans.
17.01.    Amendment and Continuation of Prior Plan
17.02.    Transfer of Funds from an Existing Plan
17.03.    Acceptance of Assets by Trustee
17.04.    Transfer of Assets from Trust

                          Article 18. Miscellaneous.
18.01.    Communication to Participants
18.02.    Limitation of Rights
18.03.    Nonalienability of Benefits
18.04.    Qualified Domestic Relations Orders Procedures
18.05.    Additional Rules for Paired Plans
18.06.    Application of Plan Provisions in Multiple Employer Plans
18.07.    Veterans Reemployment Rights
18.08.    Facility of Payment
18.09.    Information between Employer and Trustee
18.10.    Effect of Failure to Qualify Under Code
18.11.    Directions, Notices and Disclosure
18.12.    Governing Law

                      Article 19. Plan Administration.
19.01.    Powers and Responsibilities of the Administrator
19.02.    Nondiscriminatory Exercise of Authority
19.03.    Claims and Review Procedures
19.04.    Named Fiduciary
19.05.    Costs of Administration

                        Article 20. Trust Agreement.
20.01.    Acceptance of Trust Responsibilities
20.02.    Establishment of Trust Fund
20.03.    Exclusive Benefit
20.04.    Powers of Trustee
20.05.    Accounts
20.06.    Approval of Accounts
20.07.    Distribution from Trust Fund
20.08.    Transfer of Amounts from Qualified Plan
20.09.    Transfer of Assets from Trust
20.10.    Separate Trust or Fund for Existing Plan Assets
20.11.    Self-Directed Brokerage Option
20.12.    Employer Stock Investment Option
20.13.    Voting; Delivery of Information
20.14.    Compensation and Expenses of Trustee
20.15.    Reliance by Trustee on Other Persons
20.16.    Indemnification by Employer
20.17.    Consultation by Trustee with Counsel
20.18.    Persons Dealing with the Trustee
20.19.    Resignation or Removal of Trustee
20.20.    Fiscal Year of the Trust
20.21.    Discharge of Duties by Fiduciaries
20.22.    Amendment
20.23.    Plan Termination
20.24.    Permitted Reversion of Funds to Employer
20.25.    Governing Law


<PAGE>
Preamble.

This prototype plan consists of three parts:  (1) an Adoption Agreement
that is a separate document incorporated by reference into this Basic Plan
Document; (2) this Basic Plan Document; and (3) a Trust Agreement that is a
part of this Basic Plan Document and is found in Article 20. Each part of
the prototype plan contains substantive provisions that are integral to the
operation of the plan. The Adoption Agreement is the means by which an
adopting Employer elects the optional provisions that shall apply under its
plan. The Basic Plan Document describes the standard provisions elected in
the Adoption Agreement. The Trust Agreement describes the powers and duties
of the Trustee with respect to plan assets.

The prototype plan is intended to qualify under Code Section 401(a).
Depending upon the Adoption Agreement completed by an adopting Employer,
the prototype plan may be used to implement a money purchase pension plan,
a profit sharing plan, or a profit sharing plan with a cash or deferred
arrangement intended to qualify under Code Section 401(k).

Article 1. Adoption Agreement.

Article 2. Definitions.

2.01. Definitions.  Wherever used herein, the following terms have the
meanings set forth below, unless a different meaning is clearly required by
the context:

     (a)  "Account" means an account established for the purpose of
recording any contributions made on behalf of a Participant and any income,
expenses, gains, or losses incurred thereon. The Administrator shall
establish and maintain sub-accounts within a Participant's Account as
necessary to depict accurately a Participant's interest under the Plan.

     (b)  "Active Participant" means any Eligible Employee who has met the
requirements of Article 4 to participate in the Plan and who may be
entitled to receive allocations under the Plan.

     (c)  "Administrator" means the Employer adopting this Plan, as listed
in Subsection 1.02(a) of the Adoption Agreement, or any other person
designated by the Employer in Subsection 1.01(c) of the Adoption Agreement.

     (d)  "Adoption Agreement" means Article 1, under which the Employer
establishes and adopts, or amends the Plan and Trust and designates the
optional provisions selected by the Employer, and the Trustee accepts its
responsibilities under Article 20. The provisions of the Adoption Agreement
shall be an integral part of the Plan.

     (e)  "Annuity Starting Date" means the first day of the first period
for which an amount is payable as an annuity or in any other form permitted
under the Plan.

     (f)  "Basic Plan Document" means this Fidelity prototype plan
document, qualified with the National Office of the Internal Revenue
Service as Basic Plan Document No. 02.

     (g)  "Beneficiary" means the person or persons (including a trust)
entitled under Section 11.04 or 14.04 to receive benefits under the Plan
upon the death of a Participant; provided, however, that for purposes of
Section 13.03 such term shall be applied in accordance with Code Section
401(a)(9) and the regulations thereunder.

     (h)  "Break in Vesting Service" means a 12-consecutive-month period
beginning on an Employee's Severance Date or any anniversary thereof in
which the Employee is not credited with an Hour of Service.

     Notwithstanding the foregoing, the following special rules apply in
determining whether an Employee who is on leave has incurred a Break in
Vesting Service:

          (1)  If an individual is absent from work because of "maternity/
paternity leave" beyond the first anniversary of his Severance Date, the
12-consecutive-month period beginning on the individual's Severance Date
shall not constitute a Break in Vesting Service. For purposes of this
paragraph, "maternity/paternity leave" means a leave of absence (A) by
reason of the pregnancy of the individual, (B) by reason of the birth of a
child of the individual, (C) by reason of the placement of a child with the
individual in connection with the adoption of such child by the individual,
or (D) for purposes of caring for a child for the period beginning
immediately following such birth or placement.

          (2)  If an individual is absent from work because of "FMLA leave"
and returns to employment with the Employer or a Related Employer following
such "FMLA leave", he shall not incur a Break in Vesting Service during any
12-consecutive-month period beginning on his Severance Date or
anniversaries thereof in which he is absent because of such "FMLA leave".
For purposes of this paragraph, "FMLA leave" means an approved leave of
absence pursuant to the Family and Medical Leave Act of 1993.

     (i)  "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

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

     For any Self-Employed Individual, Compensation means Earned Income;
provided, however, that if the Employer elects to exclude specified items
from Compensation, such Earned Income shall be adjusted in a similar manner
so that it is equivalent under regulations issued under Code Section 414(s)
to Compensation for Participants who are not Self-Employed Individuals.

     Compensation shall generally be based on the amount actually paid to
the Eligible Employee during the Plan Year or, for purposes of Articles 5
and Article 15 if so elected by the Employer in Subsection 1.05(c) of the
Adoption Agreement, during that portion of the Plan Year during which the
Eligible Employee is an Active Participant. Notwithstanding the preceding
sentence, Compensation for purposes of Section 6.12 (Code Section 415
Limitations) shall be based on the amount actually paid or made available
to the Participant during the Limitation Year.

     If the initial Plan Year of a new plan consists of fewer than 12
months, calculated from the Effective Date listed in Subsection 1.01(g)(1)
of the Adoption Agreement through the end of such initial Plan Year,
Compensation for such initial Plan Year shall be determined as follows:

          (1) If the Plan is a profit sharing plan, for purposes of
allocating Nonelective Employer Contributions under Section 1.11 of the
Adoption Agreement (other than Nonelective Employer Contributions made in
accordance with the Safe Harbor Nonelective Employer Contributions Addendum
to the Adoption Agreement) and determining Highly Compensated Employees
under Subsection 2.01(z), the initial Plan Year shall be the 12-month
period ending on the last day of the Plan Year.

           (2)  For purposes of Section 6.12 (Code Section 415 Limitations)
where the Limitation Year is based on the Plan Year, the Limitation Year
shall be the 12-month period ending on the last day of the Plan Year.

           (3)  For all other purposes, the initial Plan Year shall be the
period from the Effective Date listed in Subsection 1.01(g)(1) of the
Adoption Agreement through the end of the initial Plan Year.

     The annual Compensation of each Active Participant taken into account
for determining benefits provided under the Plan for any determination
period shall not exceed the annual Compensation limit under Code Section
401(a)(17) as in effect on the first day of the determination period. This
limit shall be adjusted by the Secretary to reflect increases in the cost
of living, as provided in Code Section 401(a)(17)(B); provided, however,
that the dollar increase in effect on January 1 of any calendar year is
effective for determination periods beginning in such calendar year. If a
Plan determines Compensation over a determination period that contains
fewer than 12 calendar months (a "short determination period"), then the
Compensation limit for such "short determination period" is equal to the
Compensation limit for the calendar year in which the "short determination
period" begins multiplied by the ratio obtained by dividing the number of
full months in the "short determination period" by 12; provided, however,
that such proration shall not apply if there is a "short determination
period" because (i) the Employer elected in Subsection 1.05(c) of the
Adoption Agreement to determine contributions based only on Compensation
paid during the portion of the Plan Year during which an individual was an
Active Participant, (ii) an Employee is covered under the Plan less than a
full Plan Year, or (iii) Deferral Contributions and/or Matching Employer
Contributions are contributed for each pay period during the Plan Year and
are based on Compensation for that pay period.

    (k)  "Contribution Period" means the period for which Matching Employer
and Nonelective Employer Contributions are made and calculated. The
Contribution Period for additional Matching Employer Contributions, as
described in Subsection 1.10(b) of the Adoption Agreement and Nonelective
Employer Contributions is the Plan Year. The Contribution Period for basic
Matching Employer Contributions, as described in Subsection 1.10(a)of the
Adoption Agreement, is the period specified by the Employer in Subsection
1.10(c) of the Adoption Agreement.

    (l)  "Deferral Contribution" means any contribution made to the Plan by
the Employer in accordance with the provisions of Section 5.03.

    (m)  "Early Retirement Age" means the early retirement age specified in
Subsection 1.13(b) of the Adoption Agreement, if any.

     (n)  "Earned Income" means the net earnings of a Self-Employed
Individual derived from the trade or business with respect to which the
Plan is established and for which the personal services of such individual
are a material income-providing factor, excluding any items not included in
gross income and the deductions allocated to such items, except that net
earnings shall be determined with regard to the deduction allowed under
Code Section 164(f), to the extent applicable to the Employer. Net earnings
shall be reduced by contributions of the Employer to any qualified plan, to
the extent a deduction is allowed to the Employer for such contributions
under Code Section 404.

     (o)  "Effective Date" means the effective date specified by the
Employer in Subsection 1.01(g)(1) or (2) of the Adoption Agreement with
respect to the Plan, if this is a new plan, or with respect to the
amendment and restatement, if this is an amendment and restatement of the
Plan. The Employer may select special Effective Dates with respect to
specified Plan provisions, as set forth in Section (a) of the Special
Effective Dates Addendum to the Adoption Agreement. In the event that
another plan is merged into and made a part of the Plan, the effective date
of the merger shall be reflected in Section (b) of the Special Effective
Dates Addendum to the Adoption Agreement.

      If this is an amendment and restatement of the Plan, and the Plan was
not amended prior to the effective date specified by the Employer in
Subsection 1.01(g)(2) of the Adoption Agreement to comply with the
requirements of the Acts specified in the Snap Off Addendum to the Adoption
Agreement, the effective dates specified in such Snap Off Addendum shall
apply with respect to those provisions specified therein. Such effective
dates may be earlier than the date specified in Subsection 1.01(g)(2) of
the Adoption Agreement.

     (p)  "Eligibility Computation Period" means each 12-consecutive-month
period beginning with an Employee's Employment Commencement Date and each
anniversary thereof.

     (q)  "Eligibility Service" means an Employee's service that is taken
into account in determining his eligibility to participate in the Plan as
may be required under Subsection 1.04(b) of the Adoption Agreement.
Eligibility Service shall be credited in accordance with Article 3.

     (r)  "Eligible Employee" means any Employee of the Employer who is in
the class of Employees eligible to participate in the Plan. The Employer
must specify in Subsection 1.04(c) of the Adoption Agreement any Employee
or class of Employees not eligible to participate in the Plan. If Article 1
of the Employer's Plan is a Non-Standardized Adoption Agreement, regardless
of the Employer's selection in Subsection  1.04(c) of the Adoption
Agreement,  the following Employees are automatically excluded from
eligibility to participate in the Plan:

          (1)  any individual who is a signatory to a contract, letter of
agreement, or other document that acknowledges his status as an independent
contractor not entitled to benefits under the Plan or who is not otherwise
classified by the Employer as a common law employee and with respect to
whom the Employer does not withhold income taxes and file Form W-2 (or any
replacement Form), with the Internal Revenue Service and does not remit
Social Security payments to the Federal government, even if such individual
is later adjudicated to be a common law employee; and

          (2)  any Employee who is a resident of Puerto Rico.

     If the Employer elects to exclude collective bargaining employees from
the eligible class, the exclusion applies to any Employee of the Employer
included in a unit of Employees covered by an agreement which the Secretary
of Labor finds to be a collective bargaining agreement between employee
representatives and one or more employers, unless the collective bargaining
agreement requires the Employee to be covered under the Plan. The term
"employee representatives" does not include any organization more than half
the members of which are owners, officers, or executives of the Employer.

     If the Employer does not elect to exclude Leased Employees from the
eligible class, contributions or benefits provided by the leasing
organization which are attributable to services performed for the Employer
shall be treated as provided by the Employer and there shall be no
duplication of benefits under this Plan.

     (s)  "Employee" means any common law employee of the Employer or a
Related Employer, any Self-Employed Individual, and any Leased Employee.
Notwithstanding the foregoing, a Leased Employee shall not be considered an
Employee if Leased Employees do not constitute more than 20 percent of the
Employer's non-highly compensated work-force (taking into account all
Related Employers) and the Leased Employee is covered by a money purchase
pension plan maintained by the leasing organization and providing (1) a
nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined for purposes of Code Section 415(c)(3), but
including amounts contributed pursuant to a salary reduction agreement
which are excludable from gross income under Code Section 125, 132(f)(4),
402(e)(3), 402(h) or 403(b), (2) full and immediate vesting, and (3)
immediate participation by each employee of the leasing organization.

     (t)  "Employee Contribution" means any after-tax contribution made by
an Active Participant to the Plan.

     (u)  "Employer" means the employer named in Subsection 1.02(a) of the
Adoption Agreement and any Related Employer included as an Employer under
this Subsection 2.01(u). If Article 1 of the Employer's Plan is a
Standardized Adoption Agreement, the term "Employer" includes all Related
Employers; provided, however, that if an employer becomes a Related
Employer as a result of an asset or stock acquisition, merger or other
similar transaction, the term "Employer" shall not include such employer
for periods prior to the earlier of (1) the date as of which Subsection
1.02(b) of the Adoption Agreement is amended to name such employer or (2)
the first day of the second Plan Year beginning after the date of such
transaction. If Article 1 of the Employer's Plan is a Non-Standardized
Adoption Agreement, the term "Employer" includes only those Related
Employers designated in Subsection 1.02(b) of the Adoption Agreement.

     If the organization or other entity named in the Adoption Agreement is
a sole proprietor or a professional corporation and the sole proprietor of
such proprietorship or the sole shareholder of the professional corporation
dies, then the legal representative of such sole proprietor or shareholder
shall be deemed to be the Employer until such time as, through the
disposition of such sole proprietor's or sole shareholder's estate or
otherwise, any organization or other entity succeeds to the interests of
the sole proprietor in the proprietorship or the sole shareholder in the
professional corporation. The legal representative of a sole proprietor or
shareholder shall be (1) the person appointed as such by the sole
proprietor or shareholder prior to his death under a legally enforceable
power of attorney, or, if none, (2) the executor or administrator of the
sole proprietor's or shareholder's estate.

     If one of the Employers designated in Subsection 1.02(b) of the
Adoption Agreement is not a Related Employer, the term "Employer" includes
such un-Related Employer and the provisions of Section 18.06 shall apply.

     (v)  "Employment Commencement Date" means the date on which an
Employee first performs an Hour of Service.

     (w)  "Entry Date" means the date specified by the Employer in
Subsection 1.04(d) or (e) of the Adoption Agreement as of which an Eligible
Employee who has met the applicable eligibility requirements begins to
participate in the Plan. The Employer may specify different Entry Dates for
purposes of eligibility to participate in the Plan by (1) making Deferral
Contributions and (2) receiving allocations of Matching and/or Nonelective
Employer Contributions.

     (x)  "ERISA" means the Employee Retirement Income Security Act of
1974, as from time to time amended.

     (y)  "Fund Share" means the share, unit, or other evidence of
ownership in a Permissible Investment.

     (z)  "Highly Compensated Employee" means both highly compensated
active Employees and highly compensated former Employees.

          A highly compensated active Employee includes any Employee who
performs service for the Employer during the "determination year" and who
(1) at any time during the "determination year" or the "look-back year" was
a five percent owner or (2) received Compensation from the Employer during
the "look-back year" in excess of $80,000 (as adjusted pursuant to Code
Section 415(d)) and, if elected by the Employer in Section 1.06 of the
Adoption Agreement, was a member of the top-paid group for such year.

          For this purpose, the "determination year" shall be the Plan
Year. The "look-back year" shall be the twelve-month period immediately
preceding the "determination year", unless the Employer has elected in
Section 1.06 of the Adoption Agreement to make the "look-back year" the
calendar year beginning within the preceding Plan Year.

          A highly compensated former Employee includes any Employee who
separated from service (or was deemed to have separated) prior to the
"determination year", performs no service for the Employer 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, as determined under the rules in effect for
determining Highly Compensated Employees for such separation year or
"determination year".

          The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of Employees in the
top-paid group, shall be made in accordance with Code Section 414(q) and
the Treasury Regulations issued thereunder.

          For purposes of this Subsection 2.01(z), Compensation shall
include amounts that are not includable in the gross income of an Employee
under a salary reduction agreement by reason of the application of Code
Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

     (aa)  "Hour of Service", with respect to any individual, means:

          (1)  Each hour for which the individual is directly or indirectly
paid, or entitled to payment, for the performance of duties for the
Employer or a Related Employer, each such hour to be credited to the
individual for the Eligibility Computation Period in which the duties were
performed;

          (2)  Each hour for which the individual is directly or indirectly
paid, or entitled to payment, by the Employer or a Related Employer
(including payments made or due from a trust fund or insurer to which the
Employer contributes or pays premiums) 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, disability, layoff, jury duty, military duty, or leave of
absence, each such hour to be credited to the individual for the
Eligibility Computation Period in which such period of time occurs, subject
to the following rules:

               (A)  No more than 501 Hours of Service shall be credited
under this paragraph (2) on account of any single continuous period during
which the individual performs no duties, unless the individual performs no
duties because of military duty, the individual's employment rights are
protected by law, and the individual returns to employment with the
Employer or a Related Employer during the period that his employment rights
are protected under Federal law;

               (B)  Hours of Service shall not be credited under this
paragraph (2) for a payment which solely reimburses the individual for
medically-related expenses, or which is made or due under a plan maintained
solely for the purpose of complying with applicable worker's compensation,
unemployment compensation or disability insurance laws; and

               (C)  If the period during which the individual performs no
duties falls within two or more Eligibility Computation Periods and if the
payment made on account of such period is not calculated on the basis of
units of time, the Hours of Service credited with respect to such period
shall be allocated between not more than the first two such Eligibility
Computation Periods on any reasonable basis consistently applied with
respect to similarly situated individuals;

          (3)   Each hour not counted under paragraph (1) or (2) for which
he would have been scheduled to work for the Employer or a Related Employer
during the period that he is absent from work because of military duty,
provided the individual's employment rights are protected under Federal law
and the individual returns to work with the Employer or a Related Company
during the period that his employment rights are protected, each such hour
to be credited to the individual for the Eligibility Computation Period for
which he would have been scheduled to work; and

          (4)  Each hour not counted under paragraph (1), (2), or (3) for
which back pay, irrespective of mitigation of damages, has been either
awarded or agreed to be paid by the Employer or a Related Employer, shall
be credited to the individual for the Eligibility Computation Period to
which the award or agreement pertains rather than the Eligibility
Computation Period in which the award, agreement, or payment is made.

          For purposes of paragraphs (2) and (4) above, Hours of Service
shall be calculated in accordance with the provisions of Section 2530.200b-
2(b) of the Department of Labor regulations, which are incorporated herein
by reference.

          Notwithstanding any other provision of this Subsection to the
contrary, the Employer may elect to credit Hours of Service in accordance
with any of the equivalencies set forth in paragraphs (d), (e), or (f) of
Department of Labor Regulations Section 2530.200b-3.

     (bb)  "Inactive Participant" means any individual who was an Active
Participant, but is no longer an Eligible Employee and who has an Account
under the Plan.

     (cc)  "Leased Employee" means any individual who provides services to
the Employer or a Related Employer (the "recipient") but is not otherwise
an employee of the recipient if (1) such services are provided pursuant to
an agreement between the recipient and any other person (the "leasing
organization"), (2) such individual has performed services for the
recipient (or for the recipient and any related persons within the meaning
of Code Section 414(n)(6)) on a substantially full-time basis for at least
one year, and (3) such services are performed under primary direction of or
control by the recipient. The determination of who is a Leased Employee
shall be made in accordance with any rules and regulations issued by the
Secretary of the Treasury or his delegate.

     (dd)  "Limitation Year" means the 12-consecutive-month period
designated by the Employer in Subsection 1.01(f) of the Adoption Agreement.
If no other Limitation Year is designated by the Employer, the Limitation
Year shall be the calendar year. All qualified plans of the Employer and
any Related 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.

     (ee)  "Matching Employer Contribution" means any contribution made by
the Employer to the Plan in accordance with Section 5.08 or 5.09 on account
of an Active Participant's Deferral Contributions.

     (ff)  "Mass Submitter Sponsor" means Fidelity Management & Research
Company or its successor.

     (gg)  "Nonelective Employer Contribution" means any contribution made
by the Employer to the Plan in accordance with Section 5.10.

     (hh)  "Non-Highly Compensated Employee" means any Employee who is not
a Highly Compensated Employee.

     (ii)  "Normal Retirement Age" means the normal retirement age
specified in Subsection 1.13(a) of the Adoption Agreement. If the Employer
enforces a mandatory retirement age in accordance with Federal law, the
Normal Retirement Age is the lesser of that mandatory age or the age
specified in Subsection 1.13(a) of the Adoption Agreement.

     (jj)  "Participant" means any individual who is either an Active
Participant or an Inactive Participant.

     (kk)  "Permissible Investment" means the investments specified by the
Employer as available for investment of assets of the Trust and agreed to
by the Trustee and the Prototype Sponsor. The Permissible Investments under
the Plan shall be listed in the Service Agreement.

     (ll)  "Plan" means the plan established by the Employer in the form of
the prototype plan, as set forth herein as a new plan or as an amendment to
an existing plan, by executing the Adoption Agreement, together with any
and all amendments hereto.

     (mm)  "Plan Year" means the 12-consecutive-month period ending on the
date designated by the Employer in Subsection 1.01(d) of the Adoption
Agreement, except that the initial Plan Year of a new Plan may consist of
fewer than 12 months, calculated from the Effective Date listed in
Subsection 1.01(g)(1) of the Adoption Agreement through the end of such
initial Plan Year, in which event Compensation for such initial Plan Year
shall be treated as provided in Subsection 2.01(j).

     (nn)  "Prototype Sponsor" means Fidelity Management & Research Company
or its successor.

     (oo)  "Qualified Matching Employer Contribution" means any
contribution made by the Employer to the Plan on account of Deferral
Contributions or Employee Contributions made by or on behalf of Active
Participants in accordance with Section 5.09, that may be included in
determining whether the Plan meets the "ADP" test described in Section
6.03.

     (pp)  "Qualified Nonelective Employer Contribution" means any
contribution made by the Employer to the Plan on behalf of Non-Highly
Compensated Employees in accordance with Section 5.07, that may be included
in determining whether the Plan meets the "ADP" test described in Section
6.03 or the "ACP" test described in Section 6.06.

     (qq)  "Reemployment Commencement Date" means the date on which an
Employee who terminates employment with the Employer and all Related
Employers first performs an Hour of Service following such termination of
employment.

     (rr)  "Related Employer" means any employer other than the Employer
named in Subsection 1.02(a) of the Adoption Agreement if the Employer and
such other employer are members of a controlled group of corporations (as
defined in Code Section 414(b)) or an affiliated service group (as defined
in Code Section 414(m)), or are trades or businesses (whether or not
incorporated) which are under common control (as defined in Code Section
414(c)), or such other employer is required to be aggregated with the
Employer pursuant to regulations issued under Code Section 414(o);
provided, however, that if Article 1 of the Employer's Plan is a
Standardized Adoption Agreement, for purposes of Subsection 1.02(b) of the
Adoption Agreement, the term "Related Employer" shall not include any
employer that becomes a Related Employer as a result of an asset or stock
acquisition, merger or other similar transaction with respect to any period
prior to the earlier of (1) the date as of which Subsection 1.02(b) of the
Adoption Agreement is amended to name such employer or (2) the first day of
the second Plan Year beginning after the date of such transaction.

     (ss)  "Required Beginning Date" means:

          (1)  for a Participant who is not a five percent owner, April 1
of the calendar year following the calendar year in which occurs the later
of (i) the Participant's retirement or (ii) the Participant's attainment of
age 70 1/2; provided, however, that a Participant may elect to have his
Required Beginning Date determined without regard to the provisions of
clause (i).

          (2)  for a Participant who is a five percent owner, April 1 of
the calendar year following the calendar year in which the Participant
attains age 70 1/2.

          Once the Required Beginning Date of a five percent owner or a
Participant who has elected to have his Required Beginning Date determined
in accordance with the provisions of Section 2.01(ss)(1)(ii) has occurred,
such Required Beginning Date shall not be re-determined, even if the
Participant ceases to be a five percent owner in a subsequent year or
continues in employment with the Employer or a Related Employer.

          For purposes of this Subsection 2.01(ss), a Participant is
treated as a five percent owner if such Participant is a five percent owner
as defined in Code Section 416(i) (determined in accordance with Code
Section 416 but without regard to whether the Plan is top-heavy) at any
time during the Plan Year ending with or within the calendar year in which
such owner attains age 70 1/2.

     (tt)  "Rollover Contribution" means any distribution from a qualified
plan (or an individual retirement account holding only assets allocable to
a distribution from a qualified plan) that an Employee elects to contribute
to the Plan in accordance with the provisions of Section 5.06.

     (uu)  "Self-Employed Individual" means an individual who has Earned
Income for the taxable year from the Employer or who would have had Earned
Income but for the fact that the trade or business had no net profits for
the taxable year, including, but not limited to, a partner in a
partnership, a sole proprietor, a member in a limited liability company or
a shareholder in a subchapter S corporation.

     (vv)  "Service Agreement" means the agreement between the Employer and
the Prototype Sponsor (or an agent or affiliate of the Prototype Sponsor)
relating to the provision of investment and other services to the Plan and
shall include any addendum to the agreement and any other separate written
agreement between the Employer and the Prototype Sponsor (or an agent or
affiliate of the Prototype Sponsor) relating to the provision of services
to the Plan.

     (ww)  "Severance Date" means the earlier of (i) the date an Employee
retires, dies, quits, or is discharged from employment with the Employer
and all Related Employers or (ii) the 12-month anniversary of the date on
which the Employee was otherwise first absent from employment; provided,
however, that if an individual terminates or is absent from employment with
the Employer and all Related Employers because of military duty, such
individual shall not incur a Severance Date if his employment rights are
protected under Federal law and he returns to employment with the Employer
or a Related Employer within the period during which he retains such
employment rights, but, if he does not return to such employment within
such period, his Severance Date shall be the earlier of (1) the anniversary
of the date his absence commenced or (2) the last day of the period during
which he retains such employment rights.

     (xx)  "Trust" means the trust created by the Employer in accordance
with the provisions of Section 20.01.

     (yy)  "Trust Agreement" means the agreement between the Employer and
the Trustee, as set forth in Article 20, under which the assets of the Plan
are held, administered, and managed.

     (zz)  "Trustee" means Fidelity Management Trust Company or its
successor. The term Trustee shall include any delegate of the Trustee as
may be provided in the Trust Agreement.

     (aaa)  "Trust Fund" means the property held in Trust by the Trustee
for the Accounts of Participants and their Beneficiaries.

     (bbb)  "Vesting Service" means an Employee's service that is taken
into account in determining his vested interest in his Matching Employer
and Nonelective Employer Contributions Accounts as may be required under
Section 1.15 of the Adoption Agreement. Vesting Service shall be credited
in accordance with Article 3.

2.02. Pronouns.  Pronouns used in the Plan are in the masculine gender but
include the feminine gender unless the context clearly indicates otherwise.

2.03. Special Effective Dates.  Some provisions of the Plan are only
effective beginning as of a specified date or until a specified date. Any
such special effective dates are specified within Plan text where
applicable and are exceptions to the general Plan Effective Date as defined
in Section 2.01(o).


Article 3. Service.

3.01. Crediting of Eligibility Service.  If the Employer has selected an
Eligibility Service requirement in Subsection 1.04(b) of the Adoption
Agreement for an Eligible Employee to become an Active Participant,
Eligibility Service shall be credited to an Employee as follows:

     (a)  If the Employer has selected the one or two year(s) of
Eligibility Service requirement described in Subsection 1.04(b)(1)(C) or
(D) of the Adoption Agreement, an Employee shall be credited with a year of
Eligibility Service for each Eligibility Computation Period during which
the Employee has been credited with at least 1,000 Hours of Service.

     (b)  If the Employer has selected the months of Eligibility Service
requirement described in Subsection 1.04(b)(1)(B) of the Adoption
Agreement, an Employee shall be credited with Eligibility Service for the
aggregate of the periods beginning with the Employee's Employment
Commencement Date (or Reemployment Commencement Date) and ending on his
subsequent Severance Date; provided, however, that an Employee who has a
Reemployment Date within the 12-consecutive-month period following the
earlier of the first date of his absence or his Severance Date shall be
credited with Eligibility Service for the period between his Severance Date
and his Reemployment Date. Months of Eligibility Service shall be measured
from the Employee's Employment Commencement Date or Reemployment
Commencement Date to the coinciding date in the applicable following month.

3.02. Re-Crediting of Eligibility Service Following Termination of
Employment. An Employee whose employment with the Employer and all Related
Employers terminates and who is subsequently reemployed by the Employer or
a Related Employer shall be re-credited upon reemployment with his
Eligibility Service earned prior to his termination of employment.

3.03. Crediting of Vesting Service.  If the Plan provides for Matching
Employer and/or Nonelective Employer Contributions that are not 100 percent
vested when made, Vesting Service shall be credited to an Employee for the
aggregate of the periods beginning with the Employee's Employment
Commencement Date (or Reemployment Commencement Date) and ending on his
subsequent Severance Date; provided, however, that an Employee who has a
Reemployment Date within the 12-consecutive-month period following the
earlier of the first date of his absence or his Severance Date shall be
credited with Vesting Service for the period between his Severance Date and
his Reemployment Date. Fractional periods of a year shall be expressed in
terms of days.

3.04. Application of Vesting Service to a Participant's Account Following a
Break in Vesting Service.  The following rules describe how Vesting Service
earned before and after a Break in Vesting Service shall be applied for
purposes of determining a Participant's vested interest in his Matching
Employer and Nonelective Employer Contributions Accounts.

     (a)  If a Participant incurs five-consecutive Breaks in Vesting
Service, all years of Vesting Service earned by the Employee after such
Breaks in Service shall be disregarded in determining the Participant's
vested interest in his Matching Employer and Nonelective Employer
Contributions Account balances attributable to employment before such
Breaks in Vesting Service. However, Vesting Service earned both before and
after such Breaks in Vesting Service shall be included in determining the
Participant's vested interest in his Matching Employer and Nonelective
Employer Contributions Account balances attributable to employment after
such Breaks in Vesting Service.

     (b)  If a Participant incurs fewer than five-consecutive Breaks in
Vesting Service, Vesting Service earned both before and after such Breaks
in Vesting Service shall be included in determining the Participant's
vested interest in his Matching Employer and Nonelective Employer
Contributions Account balances attributable to employment both before and
after such Breaks in Vesting Service.

3.05. Service with Predecessor Employer.  If the Plan is the plan of a
predecessor employer, an Employee's Eligibility and Vesting Service shall
include years of service with such predecessor employer. In any case in
which the Plan is not the plan maintained by a predecessor employer,
service for such predecessor employer shall be treated as Eligibility and
Vesting Service if so specified in Section 1.16 of the Adoption Agreement.

3.06. Change in Service Crediting.  If an amendment to the Plan or a
transfer from employment as an Employee covered under another qualified
plan maintained by the Employer or a Related Employer results in a change
in the method of crediting Eligibility and/or Vesting Service with respect
to a Participant between the Hours of Service crediting method set forth in
Section 2530.200b-2 of the Department of Labor Regulations and the elapsed-
time crediting method set forth in Section 1.410(a)-7 of the Treasury
Regulations, each Participant with respect to whom the method of crediting
Eligibility and/or Vesting Service is changed shall be treated in the
manner set forth in Section 1.410(a)-7(f)(1) of the Treasury Regulations
which are incorporated herein by reference.


Article 4. Participation.

4.01. Date of Participation.  If the Plan is an amendment and restatement
of a prior plan, all Eligible Employees who were active participants in the
Plan immediately prior to the Effective Date shall continue as Active
Participants on the Effective Date. All Eligible Employees who are in the
service of the Employer on the Effective Date (and, if this is an amendment
and restatement of a prior plan, were not active participants in the prior
plan immediately prior to the Effective Date) shall become Active
Participants on the date elected by the Employer in Subsection 1.04(f) of
the Adoption Agreement. Any other Eligible Employee shall become an Active
Participant in the Plan on the Entry Date coinciding with or immediately
following the date on which he first satisfies the eligibility requirements
set forth in Subsections 1.04(a) and 1.04(b) of the Adoption Agreement.

     The Employer may elect different Eligibility Service requirements for
purposes of eligibility (a) to make Deferral Contributions and (b) to
receive Nonelective and/or Matching Employer Contributions. Any Eligibility
Service requirement that the Employer elects to apply in determining an
Eligible Employee's eligibility to make Deferral Contributions shall also
apply in determining an Eligible Employee's eligibility to make Employee
Contributions, if Employee Contributions are permitted under the Plan, and
to receive Qualified Nonelective Employer Contributions. If an Employer
elects to have different Eligibility Service requirements apply, an
Eligible Employee who has met the eligibility requirements with respect to
certain contributions, but who has not met the eligibility requirements
with respect to other contributions, shall become an Active Participant in
accordance with the provisions of the preceding paragraph, but only with
respect to the contributions for which he has met the eligibility
requirements.

4.02. Transfers Out of Covered Employment.  If any Active Participant
ceases to be an Eligible Employee, but continues in the employ of the
Employer or a Related Employer, such Employee shall cease to be an Active
Participant, but shall continue as an Inactive Participant until his entire
Account balance is forfeited or distributed. An Inactive Participant shall
not be entitled to receive an allocation of contributions or forfeitures
under the Plan for the period that he is not an Eligible Employee and wages
and other payments made to him by the Employer or a Related Employer for
services other than as an Eligible Employee shall not be included in
Compensation for purposes of determining the amount and allocation of any
contributions to the Account of such Inactive Participant. Such Inactive
Participant shall continue to receive credit for Vesting Service completed
during the period that he continues in the employ of the Employer or a
Related Employer.

4.03. Transfers Into Covered Employment.  If an Employee who is not an
Eligible Employee becomes an Eligible Employee, such Eligible Employee
shall become an Active Participant immediately as of his transfer date if
such Eligible Employee has already satisfied the eligibility requirements
and would have otherwise previously become an Active Participant in
accordance with Section 4.01. Otherwise, such Eligible Employee shall
become an Active Participant in accordance with Section 4.01.

     Wages and other payments made to an Employee prior to his becoming an
Eligible Employee by the Employer or a Related Employer for services other
than as an Eligible Employee shall not be included in Compensation for
purposes of determining the amount and allocation of any contributions to
the Account of such Eligible Employee.

4.04. Resumption of Participation Following Reemployment.  If a Participant
who terminates employment with the Employer and all Related Employers is
reemployed as an Eligible Employee, he shall again become an Active
Participant on his Reemployment Date. Any other Employee who terminates
employment with the Employer and all Related Employers and is reemployed by
the Employer or a Related Employer shall become an Active Participant as
provided in Section 4.01 or 4.03. Any distribution which a Participant is
receiving under the Plan at the time he is reemployed by the Employer or a
Related Employer shall cease except as otherwise required under Section
12.04.

Article 5. Contributions.

5.01. Contributions Subject to Limitations.  All contributions made to the
Plan under this Article 5 shall be subject to the limitations contained in
Article 6.

5.02. Compensation Taken into Account in Determining Contributions.  In
determining the amount or allocation of any contribution that is based on a
percentage of Compensation, only Compensation paid to a Participant for
services rendered to the Employer while employed as an Eligible Employee
shall be taken into account. Except as otherwise specifically provided in
this Article 5, for purposes of determining the amount and allocation of
contributions under this Article 5, Compensation shall not include
reimbursements or other expense allowances, fringe benefits (cash and non-
cash), moving expenses, deferred compensation, welfare benefits, and any
items elected by the Employer with respect to such contributions in
Subsection 1.05(a) or (b), as applicable, of the Adoption Agreement, but
shall include amounts that are not includable in the gross income of the
Participant under a salary reduction agreement by reason of the application
of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

     If the initial Plan Year of a new plan consists of fewer than 12
months, calculated from the Effective Date listed in Subsection 1.01(g)(1)
of the Adoption Agreement through the end of such initial Plan Year, except
as otherwise provided in this paragraph, Compensation for purposes of
determining the amount and allocation of contributions under this Article 5
for such initial Plan Year shall include only Compensation for services
during the period beginning on the Effective Date listed in Subsection
1.01(g)(1) of the Adoption Agreement and ending on the last day of the
initial Plan Year. Notwithstanding the foregoing, if the Plan is a profit
sharing plan, Compensation for purposes of determining the amount and
allocation of non-safe harbor Nonelective Employer Contributions under this
Article 5 for such initial Plan Year shall include Compensation for the
full 12-consecutive-month period ending on the last day of the initial Plan
Year.

5.03. Deferral Contributions.  If so provided by the Employer in Subsection
1.07(a) of the Adoption Agreement, each Active Participant may elect to
execute a salary reduction agreement with the Employer to reduce his
Compensation by a specified percentage or dollar amount, not exceeding the
percentage specified by the Employer in Subsection 1.07(a)(1) of the
Adoption Agreement, per payroll period, subject to any exceptions elected
by the Employer in Subsections 1.07(a)(2) and (3) of the Adoption
Agreement, and equal to a whole number multiple of one percent. If elected
by the Employer in Subsection 1.07(a)(1)(A) of the Adoption Agreement, in
lieu of specifying a percentage of Compensation reduction, an Active
Participant may elect to reduce his Compensation by a specified dollar
amount per payroll period, provided that such dollar amount may not exceed
the percentage of Compensation specified by the Employer in Subsection
1.07(a)(1) of the Adoption Agreement, subject to any exceptions elected by
the Employer in Subsections 1.07(a)(2) and (3) of the Adoption Agreement.

     An Active Participant's salary reduction agreement shall become
effective on the first day of the first payroll period for which the
Employer can reasonably process the request, but not earlier than the later
of (a) the effective date of the provisions permitting Deferral
Contributions or (b) the date the Employer adopts such provisions. The
Employer shall make a Deferral Contribution on behalf of the Participant
corresponding to the amount of said reduction. Under no circumstances may a
salary reduction agreement be adopted retroactively.

     An Active Participant may elect to change or discontinue the
percentage or dollar amount by which his Compensation is reduced by notice
to the Employer as provided in Subsection 1.07(a)(1)(B) or (C) of the
Adoption Agreement. Notwithstanding the Employer's election in Subsection
1.07(a)(1)(B) or (C) of the Adoption Agreement, if the Employer has elected
one of the safe harbor contributions in Subsection 1.10(a)(3) or 1.11(a)(3)
of the Adoption Agreement, an Active Participant may elect to change or
discontinue the percentage or dollar amount by which his Compensation is
reduced by notice to the Employer within a reasonable period, as specified
by the Employer (but not less than 30 days), of receiving the notice
described in Section 6.10.

5.04. Employee Contributions.  If the Employer elected to permit Deferral
Contributions in Subsection 1.07(a) of the Adoption Agreement and if so
provided by the Employer in Subsection 1.08(a)(1) of the Adoption
Agreement, each Active Participant may elect to make non-deductible
Employee Contributions to the Plan in accordance with the rules and
procedures established by the Employer and in an amount not less than one
percent of such Participant's Compensation for the Plan Year.

5.05. No Deductible Employee Contributions.  No deductible Employee
Contributions may be made to the Plan. Deductible Employee Contributions
made prior to January 1, 1987 shall be maintained in a separate Account. No
part of the deductible Employee Contributions Account shall be used to
purchase life insurance.

5.06. Rollover Contributions.  An Eligible Employee who is or was entitled
to receive an eligible rollover distribution, as defined in Code Section
402(c)(4) and Treasury Regulations issued thereunder, from a qualified plan
(or an individual retirement account holding only assets attributable to a
distribution from a qualified plan) may elect to contribute all or any
portion of such distribution to the Trust directly from such qualified plan
or individual retirement account or within 60 days of receipt of such
distribution to the Eligible Employee. Rollover Contributions shall only be
made in the form of cash, allowable Fund Shares, or, if and to the extent
permitted by the Employer with the consent of the Trustee, promissory notes
evidencing a plan loan to the Eligible Employee; provided, however, that
Rollover Contributions shall only be permitted in the form of promissory
notes if the Plan otherwise provides for loans.

     An Eligible Employee who has not yet become an Active Participant in
the Plan in accordance with the provisions of Article 4 may make a Rollover
Contribution to the Plan. Such Eligible Employee shall be treated as a
Participant under the Plan for all purposes of the Plan, except eligibility
to have Deferral Contributions made on his behalf and to receive an
allocation of Matching Employer or Nonelective Employer Contributions.

     The Administrator shall develop such procedures and require such
information from Eligible Employees as it deems necessary to ensure that
amounts contributed under this Section 5.06 meet the requirements for tax-
deferred rollovers established by this Section 5.06 and by Code Section
402(c). No Rollover Contributions may be made to the Plan until approved by
the Administrator.

     If a Rollover Contribution made under this Section 5.06 is later
determined by the Administrator not to have met the requirements of this
Section 5.06 or of the Code or Treasury regulations, the Trustee shall,
within a reasonable time after such determination is made, and on
instructions from the Administrator, distribute to the Employee the amounts
then held in the Trust attributable to such Rollover Contribution.

     A Participant's Rollover Contributions Account shall be subject to the
terms of the Plan, including Article 14, except as otherwise provided in
this Section 5.06.

     Notwithstanding any other provision of this Section 5.06, the Employer
may direct the Trustee not to accept Rollover Contributions.

5.07. Qualified Nonelective Employer Contributions. The Employer may, in
its discretion, make a Qualified Nonelective Employer Contribution for the
Plan Year in any amount necessary to satisfy or help to satisfy the "ADP"
test, described in Section 6.03, and/or the "ACP" test, described in
Section 6.06. Qualified Nonelective Employer Contributions shall be made
and allocated based on Participants' "testing compensation", as defined in
Subsection 6.01(t), rather than Compensation, as defined in Subsection
2.01(j). Any Qualified Nonelective Employer Contribution shall be allocated
among the Accounts of Non-Highly Compensated Employees who are Active
Participants at any time during the Plan Year as follows:

     (a)  Unless the Employer elects the allocation formula in Subsection
1.09(a)(1) of the Adoption Agreement, the Qualified Nonelective Employer
Contribution shall be allocated at the election of the Employer either

          (1)  in the ratio that each eligible Active Participant's
"testing compensation", as defined in Subsection 6.01(t), for the Plan Year
bears to the total "testing compensation" paid to all eligible Active
Participants for the Plan Year; or

          (2)  as a uniform flat dollar amount for each eligible Active
Participant for the Plan Year.

     (b)  If the Employer elects the allocation formula in Subsection
1.09(a)(1) of the Adoption Agreement, the Qualified Nonelective Employer
Contribution shall be allocated as follows:

          (1)  The eligible Active Participant with the least "testing
compensation", as defined in Subsection 6.01(t), for the Plan Year shall
receive an allocation equal to the lowest of:

               (A)  the maximum amount that may be contributed on the
eligible Active Participant's behalf under Code Section 415, taking into
account all other contributions made by or on behalf of the eligible Active
Participant to plans maintained by the Employer or a Related Employer that
are includable as "annual additions", as defined in Subsection 6.01(b); or

               (B)  the full amount of the Qualified Nonelective Employer
Contribution.

          (2)  The eligible Active Participant with the next lowest
"testing compensation", as defined in Subsection 6.01(t), for the Plan Year
shall receive an allocation equal to the lowest of:

               (A)  the maximum amount that may be contributed on the
eligible Active Participant's behalf under Code Section 415, taking into
account all other contributions made by or on behalf of the eligible Active
Participant to plans maintained by the Employer or a Related Employer that
are includable as "annual additions", as defined in Subsection 6.01(b); or

               (B)  the balance of any Qualified Nonelective Employer
Contribution remaining after allocation is made as provided in Subsection
5.07(b)(1) above.

          (3)  The allocation in Subsection 5.07(b)(2) shall be applied
individually to each remaining eligible Active Participant, in ascending
order of "testing compensation", until the Qualified Nonelective Employer
Contribution is fully allocated. Once the Qualified Nonelective Employer
Contribution is fully allocated, no further allocation shall be made to the
remaining eligible Active Participants.

     Active Participants shall not be required to satisfy any Hours of
Service or employment requirement for the Plan Year in order to receive an
allocation of Qualified Nonelective Employer Contributions.

     Qualified Nonelective Employer Contributions shall be distributable
only in accordance with the distribution provisions that are applicable to
Deferral Contributions; provided, however, that a Participant shall not be
permitted to take a hardship withdrawal of amounts credited to his
Qualified Nonelective Employer Contributions Account after the later of
December 31, 1988 or the last day of the Plan Year ending before July 1,
1989.

5.08. Matching Employer Contributions.  If so provided by the Employer in
Section 1.10 of the Adoption Agreement, the Employer shall make a Matching
Employer Contribution on behalf of each eligible Active Participant, as
determined in accordance with Subsection 1.10(d) and Section 1.12 of the
Adoption Agreement, who had Deferral Contributions made on his behalf
during the Contribution Period. The amount of the Matching Employer
Contribution shall be determined in accordance with Subsection 1.10(a)
and/or (b) and/or the Safe Harbor Matching Employer Contribution Addendum
to the Adoption Agreement, as applicable.

5.09. Qualified Matching Employer Contributions.  If so provided by the
Employer in Subsection 1.10(e) of the Adoption Agreement, prior to making
its Matching Employer Contribution (other than any safe harbor Matching
Employer Contribution) to the Plan, the Employer may designate all or a
portion of such Matching Employer Contribution as a Qualified Matching
Employer Contribution. The Employer shall notify the Trustee of such
designation at the time it makes its Matching Employer Contribution.
Qualified Matching Employer Contributions shall be distributable only in
accordance with the distribution provisions that are applicable to Deferral
Contributions; provided, however, that a Participant shall not be permitted
to take a hardship withdrawal of amounts credited to his Qualified Matching
Employer Contributions Account after the later of December 31, 1988 or the
last day of the Plan Year ending before July 1, 1989.

If the amount of an Employer's Qualified Matching Employer Contribution is
determined based on a Participant's Compensation, and the Qualified
Matching Employer Contribution is necessary to satisfy the "ADP" test
described in Section 6.03, the compensation used in determining the amount
of the Qualified Matching Employer Contribution shall be "testing
compensation", as defined in Subsection 6.01(t). If the Qualified Matching
Employer Contribution is not necessary to satisfy the "ADP" test described
in Section 6.03, the compensation used to determine the amount of the
Qualified Matching Employer Contribution shall be Compensation as defined
in Subsection 2.01(j), modified as provided in Section 5.02.

5.10. Nonelective Employer Contributions.  If so provided by the Employer
in Section 1.11 of the Adoption Agreement, the Employer shall make
Nonelective Employer Contributions to the Trust in accordance with
Subsection 1.11(a)and/or (b) of the Adoption Agreement to be allocated as
follows:

     (a)  If the Plan is a money purchase pension plan or the Employer has
elected a fixed contribution formula, Nonelective Employer Contributions
shall be allocated among eligible Active Participants, as determined in
accordance with Subsection 1.11(c) and Section 1.12 of the Adoption
Agreement, in the manner specified in Subsection 1.11(a) or the Safe Harbor
Nonelective Employer Contribution Addendum to the Adoption Agreement, as
applicable.

     (b)  If the Employer has elected a discretionary contribution amount,
Nonelective Employer Contributions shall be allocated among eligible Active
Participants, as determined in accordance with Subsection 1.11(c) and
Section 1.12 of the Adoption Agreement, as follows:

          (1)  If the non-integrated formula is elected in Subsection
1.11(b)(1) of the Adoption Agreement, Nonelective Employer Contributions
shall be allocated to eligible Active Participants in the ratio that each
eligible Active Participant's Compensation bears to the total Compensation
paid to all eligible Active Participants for the Plan Year; provided,
however, that if the Plan is or is deemed to be a "top-heavy plan", as
defined in Subsection 15.01(f), for any Plan Year, these allocation
provisions shall be modified as provided in Section 15.04; or

          (2)    If the integrated formula is elected in Subsection
1.11(b)(2) of the Adoption Agreement, Nonelective Employer Contributions
shall be allocated in the following steps:

               (A)  First, to each eligible Active Participant in the same
ratio that the sum of the eligible Active Participant's Compensation and
"excess Compensation" for the Plan Year bears to the sum of the
Compensation and "excess Compensation" of all eligible Active Participants
for the Plan Year. This allocation as a percentage of the sum of each
eligible Active Participant's Compensation and "excess Compensation" shall
not exceed the "permitted disparity limit", as defined in Section 1.11 of
the Adoption Agreement.

               Notwithstanding the foregoing, if in any Plan Year an
eligible Active Participant has reached the "cumulative permitted disparity
limit", such eligible Active Participant shall receive an allocation under
this Subsection 5.10(b)(2)(A) based on two times his Compensation for the
Plan Year, rather than the sum of his Compensation and "excess
Compensation" for the Plan Year. If an Active Participant did not benefit
under a qualified defined benefit plan or target benefit plan for any Plan
Year beginning on or after January 1, 1994, the Active Participant shall
have no "cumulative disparity limit".

               (B)  Second, if any Nonelective Employer Contributions
remain after the allocation in Subsection 5.10(b)(2)(A), the remaining
Nonelective Employer Contributions shall be allocated to each eligible
Active Participant in the same ratio that the eligible Active Participant's
Compensation for the Plan Year bears to the total Compensation of all
eligible Active Participants for the Plan Year.

          Notwithstanding the provisions of Subsections 5.10(b)(2)(A) and
(B) above, if in any Plan Year an eligible Active Participant benefits
under another qualified plan or simplified employee pension, as defined in
Code Section 408(k), that provides for or imputes permitted disparity, the
Nonelective Employer Contributions for the Plan Year allocated to such
eligible Active Participant shall be in the ratio that his Compensation for
the Plan Year bears to the total Compensation paid to all eligible Active
Participants.

          If the Plan is or is deemed to be a "top-heavy plan", as defined
in Subsection 15.01(f), for any Plan Year, the allocation steps in
Subsections 5.10(b)(2)(A) and (B) shall be modified as provided in Section
15.04.

          For purposes of this Subsection 5.10(b)(2), the following
definitions shall apply:

               (C)  "Cumulative permitted disparity limit" means 35
multiplied by the sum of an Active Participant's annual permitted disparity
fractions, as defined in Sections 1.401(l)-5(b)(3) through (b)(7) of the
Treasury Regulations, attributable to the Active Participant's total years
of service under the Plan and any other qualified plan or simplified
employee pension, as defined in Code Section 408(k), maintained by the
Employer or a Related Employer. For each Plan Year commencing prior to
January 1, 1989, the annual permitted disparity fraction shall be deemed to
be one, unless the Participant never accrued a benefit under any qualified
plan or simplified employee pension maintained by the Employer or a Related
Employer during any such Plan Year. In determining the annual permitted
disparity fraction for any Plan Year, the Employer may elect to assume that
the full disparity limit has been used for such Plan Year.

               (D)  "Excess Compensation" means Compensation in excess of
the "integration level" specified by the Employer in Subsection 1.11(b)(2)
of the Adoption Agreement.

5.11. Vested Interest in Contributions.  A Participant's vested interest in
the following sub-accounts shall be 100 percent:

     (a)  his Deferral Contributions Account;

     (b)  his Qualified Nonelective Contributions Account;

     (c)  his Qualified Matching Employer Contributions Account;

     (d) his Nonelective Employer Contributions Account attributable to
Nonelective Employer Contributions made in accordance with the Safe Harbor
Nonelective Employer Contribution Addendum to the Adoption Agreement that
are intended to satisfy the safe harbor contribution requirement for deemed
satisfaction of the "ADP" test described in Section 6.03;

     (e)  his Matching Employer Contributions Account attributable to
Matching Employer Contributions made in accordance with the Safe Harbor
Matching Employer Contribution Addendum to the Adoption Agreement that are
intended to satisfy the safe harbor contribution requirement for deemed
satisfaction of the "ADP" test described in Section 6.03;

     (f)  his Rollover Contributions Account;

     (g)  his Employee Contributions Account; and

     (h)  his deductible Employee Contributions Account.

     A Participant's vested interest in his Nonelective Employer
Contributions Account attributable to Nonelective Employer Contributions
other than those described in Subsection 5.11(d) above, shall be determined
in accordance with the vesting schedule elected by the Employer in
Subsection 1.15(b)(1) of the Adoption Agreement. A Participant's vested
interest in his Matching Employer Contributions Account attributable to
Matching Employer Contributions other than those described in Subsection
5.11(e) above, shall be determined in accordance with the vesting schedule
elected by the Employer in Subsection 1.15(b)(2) of the Adoption Agreement.

5.12. Time for Making Contributions.  The Employer shall pay its
contribution for each Plan Year not later than the time prescribed by law
for filing the Employer's Federal income tax return for the fiscal (or
taxable) year with or within which such Plan Year ends (including
extensions thereof).

     The Employer shall remit any safe harbor Matching Employer
Contributions made during a Plan Year quarter to the Trustee no later than
the last day of the immediately following Plan Year quarter.

     The Employer should remit Employee Contributions and Deferral
Contributions to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer's general
assets, but not later than the 15th business day of the calendar month
following the month in which such amount otherwise would have been paid to
the Participant, or within such other time frame as may be determined by
applicable regulation or legislation.

     The Trustee shall have no authority to inquire into the correctness of
the amounts contributed and paid over to the Trustee, to determine whether
any contribution is payable under this Article 5, or to enforce, by suit or
otherwise, the Employer's obligation, if any, to make a contribution to the
Trustee.

5.13. Return of Employer Contributions.  The Trustee shall, upon request by
the Employer, return to the Employer the amount (if any) determined under
Section 20.24. Such amount shall be reduced by amounts attributable thereto
which have been credited to the Accounts of Participants who have since
received distributions from the Trust, except to the extent such amounts
continue to be credited to such Participants' Accounts at the time the
amount is returned to the Employer. Such amount shall also be reduced by
the losses of the Trust attributable thereto, if and to the extent such
losses exceed the gains and income attributable thereto, but shall not be
increased by the gains and income of the Trust attributable thereto, if and
to the extent such gains and income exceed the losses attributable thereto.
To the extent such gains exceed losses, the gains shall be forfeited and
applied as provided in Section 11.09. In no event shall the return of a
contribution hereunder cause the balance of the individual Account of any
Participant to be reduced to less than the balance which would have been
credited to the Account had the mistaken amount not been contributed.


Article 6. Limitations on Contributions.

6.01. Special Definitions.  For purposes of this Article, the following
definitions shall apply:

     (a)    "Aggregate limit" means the greater of (1) or (2) where (1) is
the sum of (A) 125 percent of the greater of the average "deferral ratio"
of the Active Participants who are Non-Highly Compensated Employees for the
"testing year" or the average "contribution percentage" of Active
Participants who are Non-Highly Compensated Employees for the "testing
year" beginning with or within the "testing year" of the cash or deferred
arrangement and (B) the lesser of 200 percent or two plus the lesser of
such average "deferral ratio" or average "contribution percentage" and
where (2) is the sum of (A) 125 percent of the lesser of the average
"deferral ratio" of the Active Participants who are Non-Highly Compensated
Employees for the "testing year" or the average "contribution percentage"
of the Active Participants who are Non-Highly Compensated Employees for the
"testing year" beginning with or within the "testing year" of the cash or
deferred arrangement and (B) the lesser of 200 percent or two plus the
greater of such average "deferral ratio" or average "contribution
percentage".

     (b)  "Annual additions" mean the sum of the following amounts
allocated to an Active Participant for a Limitation Year:

          (1)  all employer contributions allocated to an Active
Participant's account under qualified defined contribution plans maintained
by the "415 employer", including amounts applied to reduce employer
contributions as provided under Section 11.09;

          (2)  all employee contributions allocated to an Active
Participant's account under a qualified defined contribution plan or a
qualified defined benefit plan maintained by the "415 employer" if separate
accounts are maintained with respect to such Active Participant under the
defined benefit plan;

          (3)  all forfeitures allocated to an Active Participant's account
under a qualified defined contribution plan maintained by the "415
employer";

          (4)  all amounts allocated, after March 31, 1984, to an
"individual medical benefit account" which is part of a pension or annuity
plan maintained by the "415 employer";

          (5)  all 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" maintained by the "415 employer"; and

          (6)  all allocations to an Active Participant under a "simplified
employee pension".

     (c)  "Contribution percentage" means the ratio (expressed as a
percentage) of (1) the "contribution percentage amounts" allocated to an
"eligible participant's" accounts for the Plan Year to (2) the "eligible
participant's" "testing compensation" for the Plan Year.

     (d)  "Contribution percentage amounts" mean:

          (1)  any Employee Contributions made by an "eligible participant"
to the Plan;

          (2)  any Matching Employer Contributions, but excluding (A)
Qualified Matching Employer Contributions that are taken into account in
satisfying the "ADP" test described in Section 6.03 (except that such
exclusion shall not apply for any Plan Year in which the "ADP" test
described in Section 6.03 is deemed satisfied pursuant to Section 6.10) and
(B) Matching Employer Contributions that are forfeited either to correct
"excess aggregate contributions" or because the contributions to which they
relate are "excess deferrals", "excess contributions", or "excess aggregate
contributions";

          (3)  at the election of the Employer, Qualified Nonelective
Employer Contributions, excluding Qualified Nonelective Employer
Contributions that are taken into account in satisfying the "ADP" test
described in Section 6.03; and

          (4)  at the election of the Employer, Deferral Contributions,
excluding Deferral Contributions that are taken into account in satisfying
the "ADP" test described in Section 6.03.

          Notwithstanding the foregoing, for any Plan Year in which the
"ADP" test described in Section 6.03 is deemed satisfied pursuant to
Section 6.10, "contribution percentage amounts" shall not include the
following:

          (5)  any Deferral Contributions; and

          (6)  if the requirements described in Section 6.11 for deemed
satisfaction of the "ACP" test with respect to Matching Employer
Contributions are met, any Matching Employer Contributions; or if the
requirements described in Section 6.11 for deemed satisfaction of the "ACP"
test with respect to Matching Employer Contributions are not met, any
Matching Employer Contributions made on behalf of an "eligible participant"
for the Plan Year that do not exceed four percent of the "eligible
participant's" Compensation for the Plan Year.

          To be included in determining an "eligible participant's"
"contribution percentage" for a Plan Year, Employee Contributions must be
made to the Plan before the end of such Plan Year and other "contribution
percentage amounts" must be allocated to the "eligible participant's"
Account as of a date within such Plan Year and made before the last day of
the 12-month period immediately following the Plan Year to which the
"contribution percentage amounts" relate. If an Employer has elected the
prior year testing method described in Subsection 1.06(a)(2) of the
Adoption Agreement, "contribution percentage amounts" that are taken into
account for purposes of determining the "contribution percentages" of Non-
Highly Compensated Employees for the prior year relate to such prior year.
Therefore, such "contribution percentage amounts" must be made before the
last day of the Plan Year being tested.

          Effective for Plan Years beginning on or after January 1, 1999,
if an Employer elects to change from the current year testing method
described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior
year testing method described in Subsection 1.06(a)(2) of the Adoption
Agreement, the following shall not be considered "contribution percentage
amounts" for purposes of determining the "contribution percentages" of Non-
Highly Compensated Employees for the prior year immediately preceding the
Plan Year in which the change is effective:

          (7)    Qualified Matching Employer Contributions that were taken
into account in satisfying the "ADP" test described in Section 6.03 for
such prior year;

          (8)    Qualified Nonelective Employer Contributions that were
taken into account in satisfying the "ADP" test described in Section 6.03
or the "ACP" test described in Section 6.06 for such prior year; and

          (9)    all Deferral Contributions.

     (e)  "Deferral ratio" means the ratio (expressed as a percentage) of
(1) the amount of "includable contributions" made on behalf of an Active
Participant for the Plan Year to (2) the Active Participant's "testing
compensation" for such Plan Year. An Active Participant who does not
receive "includable contributions" for a Plan Year shall have a "deferral
ratio" of zero.

     (f)  "Defined benefit fraction" means a fraction, the numerator of
which is the sum of the Active Participant's annual benefits (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) under all the defined benefit plans (whether or not
terminated) maintained by the "415 employer", each such annual benefit
computed on the assumptions that the Active Participant shall remain in
employment until the normal retirement age under each such plan (or the
Active Participant's current age, if later) and that all other factors used
to determine benefits under such plan shall remain constant for all future
Limitation Years, and the denominator of which is the lesser of 125 percent
of the dollar limitation determined for the Limitation Year under Code
Sections 415(b)(1)(A) and 415(d) or 140 percent of the Active Participant's
highest average Compensation for three consecutive calendar years of
service during which the Active Participant was active in each such plan,
including any adjustments under Code Section 415(b). However, if the Active
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 "415 employer" which were in existence on May 6,
1986 then the denominator of the "defined benefit fraction" shall not be
less than 125 percent of the Active Participant's total accrued benefit as
of the close of the last Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of such plans made
after May 5, 1986, under all such defined benefit plans that met,
individually and in the aggregate, the requirements of Code Section 415 for
all Limitation Years beginning before January 1, 1987.

     (g)  "Defined contribution fraction" means a fraction, the numerator
of which is the sum of all "annual additions" credited to an Active
Participant for the current Limitation Year and all prior Limitation Years
and the denominator of which is the sum of the "maximum permissible
amounts" for the current Limitation Year and all prior Limitation Years
during which the Participant was an Employee (regardless of whether the
"415 employer" maintained a defined contribution plan in any such
Limitation Year).

     If the Active 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 "415 employer" which were in
existence on May 6, 1986, then the numerator of the "defined contribution
fraction" shall be adjusted if the sum of this fraction and the "defined
benefit fraction" would otherwise exceed 1.0 under the terms of the Plan.
Under the adjustment an amount equal to the product of (1) the excess of
the sum of the fractions over 1.0 and (2) the denominator of this fraction
shall be permanently subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as
of the end of the last Limitation Year beginning before January 1, 1987,
and disregarding any changes in the terms and conditions of the plans made
after May 6, 1986, but using the Section 415 limitation applicable to the
first Limitation Year beginning on or after January 1, 1987.

     For purposes of determining the "defined contribution fraction", the
"annual additions" for Limitation Years beginning before January 1, 1987
shall not be recomputed to treat all employee contributions as "annual
additions".

     (h)  "Determination year" means (1) for purposes of determining income
or loss with respect to "excess deferrals", the calendar year in which the
"excess deferrals" were made and (2) for purposes of determining income or
loss with respect to "excess contributions", and "excess aggregate
contributions", the Plan Year in which such "excess contributions" or
"excess aggregate contributions" were made.

     (i)    "Elective deferrals" mean all employer contributions, other
than Deferral Contributions, made on behalf of a Participant pursuant to an
election to defer under any qualified CODA 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 eligible deferred compensation
plan under Code Section 457, any plan as described under Code Section
501(c)(18), and any employer contributions made on behalf of a Participant
pursuant to a salary reduction agreement for the purchase of an annuity
contract under Code Section 403(b). "Elective deferrals" shall not include
any deferrals properly distributed as excess "annual additions".

     (j)  "Eligible participant" means any Active Participant who is
eligible to make Employee Contributions, or Deferral Contributions (if the
Employer takes such contributions into account in calculating "contribution
percentages"), or to receive a Matching Employer Contribution.
Notwithstanding the foregoing, the term "eligible participant" shall not
include any Active Participant who is included in a unit of Employees
covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or
more employers.

     (k)  "Excess aggregate contributions" with respect to any Plan Year
mean the excess of

          (1)  The aggregate "contribution percentage amounts" actually
taken into account in computing the average "contribution percentages" of
"eligible participants" who are Highly Compensated Employees for such Plan
Year, over

          (2)  The maximum amount of "contribution percentage amounts"
permitted to be made on behalf of Highly Compensated Employees under
Section 6.06 (determined by reducing "contribution percentage amounts" made
for the Plan Year on behalf of "eligible participants" who are Highly
Compensated Employees in order of their "contribution percentages"
beginning with the highest of such "contribution percentages").

     "Excess aggregate contributions" shall be determined after first
determining "excess deferrals" and then determining "excess contributions".

     (l)  "Excess contributions" with respect to any Plan Year mean the
excess of

          (1)  The aggregate amount of "includable contributions" actually
taken into account in computing the average "deferral percentage" of Active
Participants who are Highly Compensated Employees for such Plan Year, over

          (2)  The maximum amount of "includable contributions" permitted
to be made on behalf of Highly Compensated Employees under Section 6.03
(determined by reducing "includable contributions" made for the Plan Year
on behalf of Active Participants who are Highly Compensated Employees in
order of their "deferral ratios", beginning with the highest of such
"deferral ratios").

     (m)  "Excess deferrals" mean those Deferral Contributions and/or
"elective deferrals" that are includable in a Participant's gross income
under Code Section 402(g) to the extent such Participant's Deferral
Contributions and/or "elective deferrals" for a calendar year exceed the
dollar limitation under such Code Section for such calendar year.

     (n)  "Excess 415 amount" means the excess of an Active Participant's
"annual additions" for the Limitation Year over the "maximum permissible
amount".

     (o)  "415 employer" means the Employer and any other employers which
constitute a controlled group of corporations (as defined in Code Section
414(b) as modified by Code Section 415(h)) or which constitute trades or
businesses (whether or not incorporated) which are under common control (as
defined in Code Section 414(c) as modified by Code Section 415(h)) or which
constitute an affiliated service group (as defined in Code Section 414(m))
and any other entity required to be aggregated with the Employer pursuant
to regulations issued under Code Section 414(o).

     (p)  "Includable contributions" mean:

          (1) any Deferral Contributions made on behalf of an Active
Participant, including "excess deferrals" of Highly Compensated Employees,
but excluding (a) "excess deferrals" of Non-Highly Compensated Employees
that arise solely from Deferral Contributions made under the Plan or plans
maintained by the Employer or a Related Employer and (b) Deferral
Contributions that are taken into account in satisfying the "ACP" test
described in Section 6.06;

          (2) at the election of the Employer, Qualified Nonelective
Employer Contributions, excluding Qualified Nonelective Employer
Contributions that are taken into account in satisfying the "ACP" test
described in Section 6.06; and

          (3)  at the election of the Employer, Qualified Matching Employer
Contributions; provided, however, that the Employer may not elect to treat
Qualified Matching Employer Contributions as "includable contributions" for
any Plan Year in which the "ADP" test described in Section 6.03 is deemed
satisfied pursuant to Section 6.10.

     To be included in determining an Active Participant's "deferral ratio"
for a Plan Year, "includable contributions" must be allocated to the
Participant's Account as of a date within such Plan Year and made before
the last day of the 12-month period immediately following the Plan Year to
which the "includable contributions" relate. If an Employer has elected the
prior year testing method described in Subsection 1.06(a)(2) of the
Adoption Agreement, "includable contributions" that are taken into account
for purposes of determining the "deferral ratios" of Non-Highly Compensated
Employees for the prior year relate to such prior year. Therefore, such
"includable contributions" must be made before the last day of the Plan
Year being tested.

     Effective for Plan Years beginning on or after January 1, 1999, if an
Employer elects to change from the current year testing method described in
Subsection 1.06(a)(1) of the Adoption Agreement to the prior year testing
method described in Subsection 1.06(a)(2) of the Adoption Agreement, the
following shall not be considered "includable contributions" for purposes
of determining the "deferral ratios" of Non-Highly Compensated Employees
for the prior year immediately preceding the Plan Year in which the change
is effective:

          (4)    Deferral Contributions that were taken into account in
satisfying the "ACP" test described in Section 6.06 for such prior year;

          (5)    Qualified Nonelective Employer Contributions that were
taken into account in satisfying the "ADP" test described in Section 6.03
or the "ACP" test described in Section 6.06 for such prior year; and

          (6)    all Qualified Matching Employer Contributions.

     (q)  "Individual medical benefit account" means an individual medical
benefit account as defined in Code Section 415(l)(2).

     (r)  "Maximum permissible amount" means for a Limitation Year with
respect to any Active Participant the lesser of (1) $30,000 (adjusted as
provided in Code Section 415(d)) or (2) 25 percent of the Active
Participant's Compensation for the Limitation Year. If a short Limitation
Year is created because of an amendment changing the Limitation Year to a
different 12-consecutive-month period, the dollar limitation specified in
clause (1) above shall be adjusted by multiplying it by a fraction the
numerator of which is the number of months in the short Limitation Year and
the denominator of which is 12.

     The Compensation limitation specified in clause (2) above shall not
apply to any contribution for medical benefits within the meaning of Code
Section 401(h) or 419A(f)(2) after separation from service which is
otherwise treated as an "annual addition" under Code Section 419A(d)(2) or
415(l)(1).

     (s)  "Simplified employee pension" means a simplified employee pension
as defined in Code Section 408(k).

     (t)  "Testing compensation" means compensation as defined in Code
Section 414(s). "Testing compensation" shall be based on the amount
actually paid to a Participant during the "testing year" or, at the option
of the Employer, during that portion of the "testing year" during which the
Participant is an Active Participant; provided, however, that if the
Employer elected different Eligibility Service requirements for purposes of
eligibility to make Deferral Contributions and to receive Matching Employer
Contributions, then "testing compensation" must be based on the amount paid
to a Participant during the full "testing year".

     The annual "testing compensation" of each Active Participant taken
into account in applying the "ADP" test described in Section 6.03 and the
"ACP" test described in Section 6.06 for any "testing year" shall not
exceed the annual compensation limit under Code Section 401(a)(17) as in
effect on the first day of the "testing year". This limit shall be adjusted
by the Secretary to reflect increases in the cost of living, as provided in
Code Section 401(a)(17)(B); provided, however, that the dollar increase in
effect on January 1 of any calendar year is effective for "testing years"
beginning in such calendar year. If a Plan determines "testing
compensation" over a period that contains fewer than 12 calendar months (a
"short determination period"), then the Compensation limit for such "short
determination period" is equal to the Compensation limit for the calendar
year in which the "short determination period" begins multiplied by the
ratio obtained by dividing the number of full months in the "short
determination period" by 12; provided, however, that such proration shall
not apply if there is a "short determination period" because (1) the
Employer elected in accordance with any rules and regulations issued by the
Secretary of the Treasury or his delegate to apply the "ADP" test described
in Section 6.03 and/or the "ACP" test described in Section 6.06 based only
on Compensation paid during the portion of the "testing year" during which
an individual was an Active Participant or (2) an Employee is covered under
the Plan for fewer than 12 calendar months.

     (u)  "Testing year" means

          (1)    if the Employer has elected the current year testing
method in Subsection 1.06(a)(1) of the Adoption Agreement, the Plan Year
being tested.

          (2)    if the Employer has elected the prior year testing method
in Subsection 1.06(a)(2) of the Adoption Agreement, the Plan Year
immediately preceding the Plan Year being tested.

     (v)  "Welfare benefit fund" means a welfare benefit fund as defined in
Code Section 419(e).

6.02. Code Section 402(g) Limit on Deferral Contributions.  In no event
shall the amount of Deferral Contributions made under the Plan for a
calendar year, when aggregated with the "elective deferrals" made under any
other plan maintained by the Employer or a Related Employer, exceed the
dollar limitation contained in Code Section 402(g) in effect at the
beginning of such calendar year.

     A Participant may assign to the Plan any "excess deferrals" made
during a calendar year by notifying the Administrator on or before March 15
following the calendar year in which the "excess deferrals" were made of
the amount of the "excess deferrals" to be assigned to the Plan. A
Participant is deemed to notify the Administrator of any "excess deferrals"
that arise by taking into account only those Deferral Contributions made to
the Plan and those "elective deferrals" made to any other plan maintained
by the Employer or a Related Employer. Notwithstanding any other provision
of the Plan, "excess deferrals", plus any income and minus any loss
allocable thereto, as determined under Section 6.09, shall be distributed
no later than April 15 to any Participant to whose Account "excess
deferrals" were so assigned for the preceding calendar year and who claims
"excess deferrals" for such calendar year.

     Any Matching Employer Contributions attributable to "excess
deferrals", plus any income and minus any loss allocable thereto, as
determined under Section 6.09, shall be forfeited and applied as provided
in Section 11.09.

     "Excess deferrals" shall be treated as "annual additions" under the
Plan, unless such amounts are distributed no later than the first April 15
following the close of the calendar year in which the "excess deferrals"
were made.

6.03. Additional Limit on Deferral Contributions ("ADP" Test).
Notwithstanding any other provision of the Plan to the contrary, the
Deferral Contributions made with respect to a Plan Year on behalf of Active
Participants who are Highly Compensated Employees for such Plan Year may
not result in an average "deferral ratio" for such Active Participants that
exceeds the greater of:

     (a)  the average "deferral ratio" for the "testing year" of Active
Participants who are Non-Highly Compensated Employees for the "testing
year" multiplied by 1.25; or

     (b) the average "deferral ratio" for the "testing year" of Active
Participants who are Non-Highly Compensated Employees for the "testing
year" multiplied by two, provided that the average "deferral ratio" for
Active Participants who are Highly Compensated Employees for the Plan Year
being tested does not exceed the average "deferral ratio" for Participants
who are Non-Highly Compensated Employees for the "testing year" by more
than two percentage points.

     For the first Plan Year in which the Plan provides a cash or deferred
arrangement, the average "deferral ratio" for Active Participants who are
Non-Highly Compensated Employees used in determining the limits applicable
under Subsections 6.03(a) and (b) shall be either three percent or the
actual average "deferral ratio" for such Active Participants for such first
Plan Year, as elected by the Employer in Section 1.06(b) of the Adoption
Agreement.

     The deferral ratios of Active Participants who are included in a unit
of Employees covered by an agreement which the Secretary of Labor finds to
be a collective bargaining agreement shall be disaggregated from the
"deferral ratios" of other Active Participants and the provisions of this
Section 6.03 shall be applied separately with respect to each group.

     The "deferral ratio" for any Active Participant who is a Highly
Compensated Employee for the Plan Year being tested and who is eligible to
have "includable contributions" allocated to his accounts under two or more
cash or deferred arrangements described in Code Section 401(k) that are
maintained by the Employer or a Related Employer, shall be determined as if
such "includable contributions" were made under a single arrangement. If a
Highly Compensated Employee participates in two or more cash or deferred
arrangements that have different plan years, all cash or deferred
arrangements ending with or within the same calendar year shall be treated
as a single arrangement. Notwithstanding the foregoing, certain plans shall
be treated as separate if mandatorily disaggregated under regulations under
Code Section 401(k).

     If this Plan satisfies the requirements of Code Section 401(k),
401(a)(4), or 410(b) only if aggregated with one or more other plans, or if
one or more other plans satisfy the requirements of such Code Sections only
if aggregated with this Plan, then this Section 6.03 shall be applied by
determining the "deferral ratios" of Employees as if all such plans were a
single plan. Plans may be aggregated in order to satisfy Code Section
401(k) only if they have the same plan year.

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

6.04. Allocation and Distribution of "Excess Contributions".
Notwithstanding any other provision of this Plan, the "excess
contributions" allocable to the Account of a Participant, plus any income
and minus any loss allocable thereto, as determined under Section 6.09,
shall be distributed to the Participant no later than the last day of the
Plan Year immediately following the Plan Year in which the "excess
contributions" were made. If such excess amounts are distributed more than
2 1/2 months after the last day of the Plan Year in which the "excess
contributions" were made, a ten percent excise tax shall be imposed on the
Employer maintaining the Plan with respect to such amounts.

     The "excess contributions" allocable to a Participant's Account shall
be determined by reducing the "includable contributions" made for the Plan
Year on behalf of Active Participants who are Highly Compensated Employees
in order of the dollar amount of such "includable contributions", beginning
with the highest such dollar amount.

     "Excess contributions" shall be treated as "annual additions".

     Any Matching Employer Contributions attributable to "excess
contributions", plus any income and minus any loss allocable thereto, as
determined under Section 6.09, shall be forfeited and applied as provided
in Section 11.09.

6.05. Reductions in Deferral Contributions to Meet Code Requirements.  If
the Administrator anticipates that the Plan will not satisfy the "ADP"
and/or "ACP" test for the year, the Administrator may objectively reduce
the rate of Deferral Contributions of Participants who are Highly
Compensated Employees to an amount determined by the Administrator to be
necessary to satisfy the  "ADP" and/or "ACP" test.

6.06. Limit on Matching Employer Contributions and Employee Contributions
("ACP" Test).  The provisions of this Section 6.06 shall not apply to
Active Participants who are included in a unit of Employees covered by an
agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more employers.

     Notwithstanding any other provision of the Plan to the contrary,
Matching Employer Contributions and Employee Contributions made with
respect to a Plan Year by or on behalf of "eligible participants" who are
Highly Compensated Employees for such Plan Year may not result in an
average "contribution percentage" for such "eligible participants" that
exceeds the greater of:

     (a)  the average "contribution percentage" for the "testing year" of
"eligible participants" who are Non-Highly Compensated Employees for the
"testing year" multiplied by 1.25; or

     (b)  the average "contribution percentage" for the "testing year" of
"eligible participants" who are Non-Highly Compensated Employees for the
"testing year" multiplied by two, provided that the average "contribution
percentage" for the Plan Year being tested of "eligible participants" who
are Highly Compensated Employees does not exceed the average "contribution
percentage" for the "testing year" of "eligible participants" who are Non-
Highly Compensated Employees for the "testing year" by more than two
percentage points.

     For the first Plan Year in which the Plan provides for "contribution
percentage amounts" to be made, the "ACP" for "eligible participants" who
are Non-Highly Compensated Employees used in determining the limits
applicable under paragraphs (a) and (b) of this Section 6.06 shall be
either three percent or the actual "ACP" of such eligible participants for
such first Plan Year, as elected by the Employer in Section 1.06(b).

     The "contribution percentage" for any "eligible participant" who is a
Highly Compensated Employee for the Plan Year and who is eligible to have
"contribution percentage amounts" allocated to his accounts under two or
more plans described in Code Section 401(a) that are maintained by the
Employer or a Related Employer, shall be determined as if such
"contribution percentage amounts" were contributed under a single plan. If
a Highly Compensated Employee participates in two or more such plans that
have different plan years, all plans ending with or within the same
calendar year shall be treated as a single plan. Notwithstanding the
foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under Treasury Regulations issued under Code Section 401(m).

     If this Plan satisfies the requirements of Code Section 401(m),
401(a)(4) or 410(b) only if aggregated with one or more other plans, or if
one or more other plans satisfy the requirements of such Code Sections only
if aggregated with this Plan, then this Section 6.06 shall be applied by
determining the "contribution percentages" of Employees as if all such
plans were a single plan. Plans may be aggregated in order to satisfy Code
Section 401(m) only if they have the same plan year.

     The Employer shall maintain records sufficient to demonstrate
satisfaction of the "ACP" test and the amount of Deferral Contributions,
Qualified Nonelective Employer Contributions, and/or Qualified Matching
Employer Contributions used in such test.

6.07. Allocation, Distribution, and Forfeiture of "Excess Aggregate
Contributions".  Notwithstanding any other provision of the Plan, the
"excess aggregate contributions" allocable to the Account of a Participant,
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be forfeited, if forfeitable, or if not forfeitable,
distributed to the Participant no later than the last day of the Plan Year
immediately following the Plan Year in which the "excess aggregate
contributions" were made. If such excess amounts are distributed more than
2 1/2 months after the last day of the Plan Year in which such "excess
aggregate contributions" were made, a ten percent excise tax shall be
imposed on the Employer maintaining the Plan with respect to such amounts.

     The "excess aggregate contributions" allocable to a Participant's
Account shall be determined by reducing the "contribution percentage
amounts" made for the Plan Year on behalf of "eligible participants" who
are Highly Compensated Employees in order of the dollar amount of such
"contribution percentage amounts", beginning with the highest such dollar
amount.

     "Excess aggregate contributions" shall be treated as "annual
additions".

     "Excess aggregate contributions" shall be forfeited or distributed
from a Participant's Employee Contributions Account, Matching Employer
Contributions Account and if applicable, the Participant's Deferral
Contributions Account and/or Qualified Nonelective Employer Contributions
Account in the order prescribed by the Employer, who shall direct the
Trustee, and which order shall be uniform with respect to all Participants
and non-discriminatory.

     Forfeitures of "excess aggregate contributions" shall be applied as
provided in Section 11.09.

6.08. Aggregate Limit on "Contribution Percentage Amounts" and "Includable
Contributions".  The sum of the average "deferral ratio" and the average
"contribution percentage" of those Active Participants who are Highly
Compensated Employees during the Plan Year shall not exceed the "aggregate
limit". The average "deferral ratio" and average "contribution percentage"
of such Active Participants shall be determined after any corrections
required to meet the "ADP" test, described in Section 6.03, and the "ACP"
test, described in Section 6.06, have been made. Notwithstanding the
foregoing, the "aggregate limit" shall not be exceeded if either the
average "deferral ratio" or the average "contribution percentage" of such
Active Participants for the Plan Year does not exceed 1.25 multiplied by
the average "deferral ratio" or the average "contribution percentage", as
applicable, for the "testing year" of the Active Participants who are Non-
Highly Compensated Employees for the "testing year".

     If the "aggregate limit" would be exceeded for any Plan Year, then the
limit shall be met by reducing the "contribution percentage amounts"
contributed for the Plan Year on behalf of the Active Participants who are
Highly Compensated Employees for such Plan Year (in order of their
"contribution percentages", beginning with the highest such "contribution
percentage"). "Contribution percentage amounts" that are reduced as
provided herein shall be treated as "excess aggregate contributions". If
for any Plan Year in which the "ADP" test described in Section 6.03 is
deemed satisfied pursuant to Section 6.10, the average "deferral ratio" of
those Active Participants who are Highly Compensated Employees during the
Plan Year does not meet the "aggregate limit" after reducing the
"contribution percentage amounts" contributed on behalf of such Active
Participants to zero, no further reduction shall be required under this
Section 6.08.

6.09. Income or Loss on Distributable Contributions.  The income or loss
allocable to "excess deferrals", "excess contributions", and "excess
aggregate contributions" shall be determined under one of the following
methods:

     (a)  the income or loss for the "determination year" allocable to the
Participant's Account to which such contributions were made multiplied by a
fraction, the numerator of which is the amount of the distributable
contributions and the denominator of which is the balance of the
Participant's Account to which such contributions were made, determined
without regard to any income or loss occurring during the "determination
year"; or

     (b) the income or loss for the "determination year" determined under
any other reasonable method, provided that such method is used consistently
for all Participants in determining the income or loss allocable to
distributable contributions hereunder for the Plan Year, and is used by the
Plan in allocating income or loss to Participants' Accounts.

     Income or loss allocable to the period between the end of the
"determination year" and the date of distribution shall be disregarded in
determining income or loss.

6.10. Deemed Satisfaction of "ADP" Test.  Notwithstanding any other
provision of this Article 6 to the contrary, for any Plan Year beginning on
or after January 1, 1999, if the Employer has elected one of the safe
harbor contributions in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption
Agreement and complies with the notice requirements described herein for
such Plan Year, the Plan shall be deemed to have satisfied the "ADP" test
described in Section 6.03. The Employer shall provide a notice to each
Active Participant during the Plan Year describing the following:

     (a)  the formula used for determining the amount of the safe harbor
contribution to be made on behalf of Active Participants for the Plan Year
or a statement that the Plan may be amended during the Plan Year to provide
for a safe harbor Nonelective Employer Contribution for the Plan Year equal
to at least three percent of each Active Participant's Compensation for the
Plan Year;

     (b)  any other employer contributions provided under the Plan and any
requirements that Active Participants must satisfy to be entitled to
receive such employer contributions;

     (c)  the type and amount of Compensation that may be deferred under
the Plan as Deferral Contributions;

     (d)  the procedures for making a cash or deferred election under the
Plan and the periods during which such elections may be made or changed;
and

     (e)  the withdrawal and vesting provisions applicable to contributions
under the Plan.

     The descriptions required in (b) through (e) may be provided by cross
references to the relevant sections of an up to date summary plan
description. Such notice shall be written in a manner calculated to be
understood by the average Active Participant. The Employer shall provide
the notice to each Active Participant within one of the following periods,
whichever is applicable:

     (f)  if the employee is an Active Participant 90 days before the
beginning of the Plan Year, within the period beginning 90 days and ending
30 days before the first day of the Plan Year; or

     (g)  if the employee becomes an Active Participant after the date
described in paragraph (f) above, within the period beginning 90 days
before and ending on the date he becomes an Active Participant;

provided, however, that such notice shall not be required to be provided to
an Active Participant earlier than is required under any guidance published
by the Internal Revenue Service.

     If an Employer that provides notice that the Plan may be amended to
provide a safe harbor Nonelective Employer Contribution for the Plan Year
does amend the Plan to provide such contribution, the Employer shall
provide a supplemental notice to all Active Participants stating that a
safe harbor Nonelective Employer Contribution in the specified amount shall
be made for the Plan Year. Such supplemental notice shall be provided to
Active Participants at least 30 days before the last day of the Plan Year.

6.11. Deemed Satisfaction of "ACP" Test With Respect to Matching Employer
Contributions.  A Plan that satisfies the requirements of Section 6.10
shall also be deemed to have satisfied the "ACP" test described in Section
6.06 with respect to Matching Employer Contributions, if Matching Employer
Contributions to the Plan for the Plan Year meet all of the following
requirements:  (a) the percentage of Deferral Contributions matched does
not increase as the percentage of Compensation contributed increases; (b)
Highly Compensated Employees are not provided a greater percentage match
than Non-Highly Compensated Employees; (c) Deferral Contributions matched
do not exceed six percent of a Participant's Compensation; and (d) if the
Employer elected in Subsection 1.10(a)(2) or 1.10(b) of the Adoption
Agreement to provide discretionary Matching Employer Contributions, the
Employer also elected in Subsection 1.10(a)(2)(A) or 1.11(b)(1) of the
Adoption Agreement, as applicable, to limit the dollar amount of such
discretionary Matching Employer Contributions allocated to a Participant
for the Plan Year to no more than four percent of such Participant's
Compensation for the Plan Year.

     If such Plan provides for Employee Contributions, the "ACP" test
described in Section 6.06 must be applied with respect to such Employee
Contributions. For purposes of applying the "ACP" test with respect to
Employee Contributions, Matching Employer Contributions and Nonelective
Employer Contributions that satisfy the vesting and distribution
requirements applicable to safe harbor contributions, but which are not
required to comply with the safe harbor contribution requirements may be
taken into account.

6.12. Code Section 415 Limitations.  Notwithstanding any other provisions
of the Plan, the following limitations shall apply:

     (a)  Employer Maintains Single Plan:  If the "415 employer" does not
maintain any other qualified defined contribution plan or any "welfare
benefit fund", "individual medical benefit account", or "simplified
employee pension" in addition to the Plan, the provisions of this
Subsection 6.12(a) shall apply.

          (1)  If a Participant does not participate in, and has never
participated in any other qualified defined contribution plan, "welfare
benefit fund", "individual medical benefit account", or "simplified
employee pension" maintained by the "415 employer", which provides an
"annual addition", the amount of "annual additions" to the Participant's
Account for a Limitation Year shall not exceed the lesser of the "maximum
permissible amount" or any other limitation contained in the Plan. If a
contribution that would otherwise be contributed or allocated to the
Participant's Account would cause the "annual additions" for the Limitation
Year to exceed the "maximum permissible amount", the amount contributed or
allocated shall be reduced so that the "annual additions" for the
Limitation Year shall equal the "maximum permissible amount".

          (2)  Prior to the determination of a Participant's actual
Compensation for a Limitation Year, the "maximum permissible amount" may be
determined on the basis of a reasonable estimation of the Participant's
Compensation for such Limitation Year, uniformly determined for all
Participants similarly situated. Any Employer contributions based on
estimated annual Compensation shall be reduced by any "excess 415 amounts"
carried over from prior Limitation Years.

          (3)  As soon as is administratively feasible after the end of the
Limitation Year, the "maximum permissible amount" for such Limitation Year
shall be determined on the basis of the Participant's actual Compensation
for such Limitation Year.

          (4)  If there is an "excess 415 amount" with respect to a
Participant for a Limitation Year as a result of the estimation of the
Participant's Compensation for the Limitation Year, the allocation of
forfeitures to the Participant's Account, or a reasonable error in
determining the amount of Deferral Contributions that may be made on behalf
of the Participant under the limits of this Section 6.12, such "excess 415
amount" shall be disposed of as follows:

               (A)  Any Employee Contributions shall be reduced to the
extent necessary to reduce the "excess 415 amount".

               (B)  If after application of Subsection 6.12(a)(4)(A) an
"excess 415 amount" still exists, any Deferral Contributions that have not
been matched shall be reduced to the extent necessary to reduce the "excess
415 amount".

               (C) If after application of Subsection 6.12(a)(4)(B) an
"excess 415 amount" still exists, any Deferral Contributions that have been
matched and the Matching Employer Contributions attributable thereto shall
be reduced to the extent necessary to reduce the "excess 415 amount".

               (D)  If after the application of Subsection 6.12(a)(4)(C) an
"excess 415 amount" still exists, any Nonelective Employer Contributions
shall be reduced to the extent necessary to reduce the "excess 415 amount".

               (E)  If after the application of Subsection 6.12(a)(4)(D) an
"excess 415 amount" still exists, any Qualified Nonelective Employer
Contributions shall be reduced to the extent necessary to reduce the
"excess 415 amount".

     Employee Contributions and Deferral Contributions that are reduced as
provided above shall be returned to the Participant. Any income allocable
to returned Employee Contributions or Deferral Contributions shall also be
returned or shall be treated as additional "annual additions" for the
Limitation Year in which the excess contributions to which they are
allocable were made.

     If Matching Employer, Nonelective Employer, or Qualified Nonelective
Employer Contributions to a Participant's Account are reduced as an "excess
415 amount", as provided above, and the individual is still an Active
Participant at the end of the Limitation Year, then such "excess 415
amount" shall be reapplied to reduce future Employer contributions under
the Plan for the next Limitation Year (and for each succeeding Limitation
Year, as necessary) for such Participant, so that in each such Limitation
Year the sum of the actual Employer contributions made on behalf of such
Participant plus the reapplied amount shall equal the amount of Employer
contributions which would otherwise be made to such Participant's Account.
If the individual is not an Active Participant at the end of a Limitation
Year, then such "excess 415 amount" shall be held unallocated in a suspense
account. The suspense account shall be applied to reduce future Employer
contributions for all remaining Active Participants in the next Limitation
Year and each succeeding Limitation Year if necessary.

     If a suspense account is in existence at any time during the
Limitation Year pursuant to this Subsection 6.12(a)(4), it shall
participate in the allocation of the Trust Fund's investment gains and
losses. All amounts in the suspense account must be allocated to the
Accounts of Active Participants before any Employer contribution may be
made for the Limitation Year.

     Except as otherwise specifically provided in this Subsection 6.12,
"excess 415 amounts" may not be distributed to Participants.

     (b)  Employer Maintains Multiple Defined Contribution Type Plans:
Unless the Employer specifies another method for limiting "annual
additions" in the 415 Correction Addendum to the Adoption Agreement, if the
"415 employer" maintains any other qualified defined contribution plan or
any "welfare benefit fund", "individual medical benefit account", or
"simplified employee pension" in addition to the Plan, the provisions of
this Subsection 6.12(b) shall apply.

          (1)  If a Participant is covered under any other qualified
defined contribution plan or any "welfare benefit fund", "individual
medical benefit account", or "simplified employee pension" maintained by
the "415 employer", that provides an "annual addition", the amount of
"annual additions" to the Participant's Account for a Limitation Year shall
not exceed the lesser of

               (A)  the "maximum permissible amount", reduced by the sum of
any "annual additions" to the Participant's accounts for the same
Limitation Year under such other qualified defined contribution plans and
"welfare benefit funds", "individual medical benefit accounts", and
"simplified employee pensions", or

               (B)  any other limitation contained in the Plan.

          If the "annual additions" with respect to a Participant under
other qualified defined contribution plans, "welfare benefit funds",
"individual medical benefit accounts", and "simplified employee pensions"
maintained by the "415 employer" are less than the "maximum permissible
amount" and a contribution that would otherwise be contributed or allocated
to the Participant's Account under the Plan would cause the "annual
additions" for the Limitation Year to exceed the "maximum permissible
amount", the amount to be contributed or allocated shall be reduced so that
the "annual additions" for the Limitation Year shall equal the "maximum
permissible amount". If the "annual additions" with respect to the
Participant under such other qualified defined contribution plans, "welfare
benefit funds", "individual medical benefit accounts", and "simplified
employee pensions" in the aggregate are equal to or greater than the
"maximum permissible amount", no amount shall be contributed or allocated
to the Participant's Account under the Plan for the Limitation Year.

          (2)  Prior to the determination of a Participant's actual
Compensation for the Limitation Year, the amounts referred to in Subsection
6.12(b)(1)(A) above may be determined on the basis of a reasonable
estimation of the Participant's Compensation for such Limitation Year,
uniformly determined for all Participants similarly situated. Any Employer
contribution based on estimated annual Compensation shall be reduced by any
"excess 415 amounts" carried over from prior Limitation Years.

          (3)  As soon as is administratively feasible after the end of the
Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A) shall
be determined on the basis of the Participant's actual Compensation for
such Limitation Year.

          (4)  Notwithstanding the provisions of any other plan maintained
by a "415 employer", if there is an "excess 415 amount" with respect to a
Participant for a Limitation Year as a result of estimation of the
Participant's Compensation for the Limitation Year, the allocation of
forfeitures to the Participant's account under any qualified defined
contribution plan maintained by the "415 employer", or a reasonable error
in determining the amount of Deferral Contributions that may be made on
behalf of the Participant to the Plan or any other qualified defined
contribution plan maintained by the "415 employer" under the limits of this
Subsection 6.12(b), such "excess 415 amount" shall be deemed to consist
first of the "annual additions" allocated to this Plan and shall be reduced
as provided in Subsection 6.12(a)(4); provided, however, that if the "415
employer" maintains both a profit sharing plan and a money purchase pension
plan under this Basic Plan Document, "annual additions" to the money
purchase pension plan shall be reduced only after all "annual additions" to
the profit sharing plan have been reduced.

     (c)  Employer Maintains or Maintained Defined Benefit Plan:  For
Limitation Years beginning prior to January 1, 2000, if the "415 employer"
maintains, or at any time maintained, a qualified defined benefit plan, the
sum of any Participant's "defined benefit plan fraction and "defined
contribution plan fraction" shall not exceed the combined plan limitation
of 1.00 in any such Limitation Year. The combined plan limitation shall be
met by reducing "annual additions" under the Plan, unless otherwise
provided in the qualified defined benefit plan.

     (d)  Adjustment to Compensation:  Compensation for purposes of this
Section 6.12 shall include amounts that are not includable in the gross
income of the Participant under a salary reduction agreement by reason of
the application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or
403(b).


Article 7. Participants' Accounts.

7.01. Individual Accounts.  The Administrator shall establish and maintain
an Account for each Participant that shall reflect Employer and Employee
contributions made on behalf of the Participant and earnings, expenses,
gains and losses attributable thereto, and investments made with amounts in
the Participant's Account. The Administrator shall establish and maintain
such other accounts and records as it decides in its discretion to be
reasonably required or appropriate in order to discharge its duties under
the Plan. The Administrator shall notify the Trustee of all Accounts
established and maintained under the Plan.

7.02. Valuation of Accounts.  Participant Accounts shall be valued at their
fair market value at least annually as of a date specified by the
Administrator in accordance with a method consistently followed and
uniformly applied, and on such date earnings, expenses, gains and losses on
investments made with amounts in each Participant's Account shall be
allocated to such Account. Participants shall be furnished statements of
their Account values at least once each Plan Year.


Article 8. Investment of Contributions.

8.01. Manner of Investment.  All contributions made to the Accounts of
Participants shall be held for investment by the Trustee. Except as
otherwise specifically provided in Section 20.10, the Accounts of
Participants shall be invested and reinvested only in Permissible
Investments selected by the Employer and designated in the Service
Agreement.

8.02. Investment Decisions. Investments shall be directed by the Employer
or by each Participant or both, in accordance with the Employer's election
in Subsection 1.23 of the Adoption Agreement. Pursuant to Section 20.04,
the Trustee shall have no discretion or authority with respect to the
investment of the Trust Fund; however, an affiliate of the Trustee may
exercise investment management authority in accordance with Subsection (e)
below.

     (a)  With respect to those Participant Accounts for which Employer
investment direction is elected, the Employer (in its capacity as a named
fiduciary under ERISA) has the right to direct the Trustee in writing with
respect to the investment and reinvestment of assets comprising the Trust
Fund in the Permissible Investments designated in the Service Agreement.

     (b) With respect to those Participant Accounts for which Participant
investment direction is elected, each Participant shall direct the
investment of his Account among the Permissible Investments designated in
the Service Agreement. The Participant shall file initial investment
instructions with the Administrator, on such form as the Administrator may
provide, selecting the Permissible Investments in which amounts credited to
his Account shall be invested.

          (1)  Except as provided in this Section 8.02, only authorized
Plan contacts and the Participant shall have access to a Participant's
Account. While any balance remains in the Account of a Participant after
his death, the Beneficiary of the Participant shall make decisions as to
the investment of the Account as though the Beneficiary were the
Participant. To the extent required by a qualified domestic relations order
as defined in Code Section 414(p), an alternate payee shall make investment
decisions with respect to any segregated account established in the name of
the alternate payee as provided in Section 18.04.

          (2)  If the Trustee receives any contribution under the Plan as
to which investment instructions have not been provided, the Trustee shall
promptly notify the Administrator and the Administrator shall take steps to
elicit instructions from the Participant. The Trustee shall credit any such
contribution to the Participant's Account and such amount shall be invested
in the Permissible Investment selected by the Employer for such purposes
or, absent Employer selection, in the most conservative Permissible
Investment designated in the Service Agreement, until investment
instructions have been received by the Trustee.

     If the Employer elects to allow Participants to direct the investment
of their Account in Subsection 1.23(b) or (c) of the Adoption Agreement,
the Plan is intended to constitute a plan described in ERISA Section 404(c)
and regulations issued thereunder. The fiduciaries of the Plan shall be
relieved of liability for any losses that are the direct and necessary
result of investment instructions given by the Participant, his
Beneficiary, or an alternate payee under a qualified domestic relations
order. The Employer shall not be relieved of fiduciary responsibility for
the selection and monitoring of the Permissible Investments under the Plan.

     (c)  All dividends, interest, gains and distributions of any nature
received in respect of Fund Shares shall be reinvested in additional shares
of that Permissible Investment.

     (d)  Expenses attributable to the acquisition of investments shall be
charged to the Account of the Participant for which such investment is
made.

     (e) The Employer may appoint an investment manager (which may be the
Trustee or an affiliate) to determine the allocation of amounts held in
Participants' Accounts among various investment options (the "Managed
Account" option) for Participants who direct the Trustee to invest any
portion of their accounts in the Managed Account option. The investment
options utilized under the Managed Account option may be those generally
available under the Plan or may be as selected by the investment manager
for use under the Managed Account option. Participation in the Managed
Account option shall be subject to such conditions and limitations
(including account minimums) as may be imposed by the investment manager.

8.03. Participant Directions to Trustee.  The method and frequency for
change of investments shall be determined under (a) the rules applicable to
the Permissible Investments selected by the Employer and designated in the
Service Agreement and (b) any additional rules of the Employer limiting the
frequency of investment changes, which are included in a separate written
administrative procedure adopted by the Employer and accepted by the
Trustee. The Trustee shall have no duty to inquire into the investment
decisions of a Participant or to advise him regarding the purchase,
retention, or sale of assets credited to his Account.


Article 9. Participant Loans.

9.01. Special Definitions.  For purposes of this Article, the following
special definitions shall apply:

     (a)    A "participant" is any Participant or Beneficiary, including an
alternate payee under a qualified domestic relations order, as defined in
Code Section 414(p), who is a party-in-interest (as determined under ERISA
Section 3(14)) with respect to the Plan.

     (b) An "owner-employee" is, if the Employer is a sole proprietorship
for Federal income tax purposes (regardless of its characterization under
state law), the individual who is the sole proprietor or sole member, as
applicable; if the Employer is a partnership for Federal income tax
purposes (regardless of its characterization under state law), a partner or
member, as applicable, who owns more than 10 percent of either the capital
interest or the profits interest of the partnership.

     (c) A "shareholder-employee" is an employee or officer of an electing
small business (Subchapter S) corporation who owns (or is considered as
owning within the meaning of Code Section 318(a)(1)), on any day during the
taxable year of such corporation, more than five percent of the outstanding
stock of the corporation.

9.02. Participant Loans.  If so provided by the Employer in Section 1.17 of
the Adoption Agreement, the Administrator shall allow "participants" to
apply for a loan from their Accounts under the Plan, subject to the
provisions of this Article 9.

9.03. Separate Loan Procedures.  All Plan loans shall be made and
administered in accordance with separate loan procedures that are hereby
incorporated into the Plan by reference.

9.04. Availability of Loans.  Loans shall be made available to all
"participants" on a reasonably equivalent basis. Notwithstanding the
preceding sentence, no loans shall be made to (a) an Eligible Employee who
makes a Rollover Contribution in accordance with Section 5.06, but who has
not satisfied the requirements of Section 4.01 to become an Active
Participant or (b) a "shareholder-employee" or "owner-employee".

     Loans shall not be made available to "participants" who are Highly
Compensated Employees in an amount greater than the amount made available
to other "participants".

9.05. Limitation on Loan Amount.  No loan to any "participant" shall be
made to the extent that such loan when added to the outstanding balance of
all other loans to the "participant" would exceed the lesser of (a) $50,000
reduced by the excess (if any) of the highest outstanding balance of plan
loans during the one-year period ending on the day before the loan is made
over the outstanding balance of plan loans on the date the loan is made, or
(b) one-half the present value of the "participant's" vested interest in
his Account. For purposes of the above limitation, plan loans include all
loans from all plans maintained by the Employer and any Related Employer.

9.06. Interest Rate.  All loans shall bear a reasonable rate of interest as
determined by the Administrator based on the prevailing interest rates
charged by persons in the business of lending money for loans which would
be made under similar circumstances. The determination of a reasonable rate
of interest must be based on appropriate regional factors unless the Plan
is administered on a national basis in which case the Administrator may
establish a uniform reasonable rate of interest applicable to all regions.

9.07. Level Amortization. All loans shall by their terms require that
repayment (principal and interest) be amortized in level payments, not less
than quarterly, over a period not extending beyond five years from the date
of the loan unless such loan is for the purchase of a "participant's"
primary residence. Notwithstanding the foregoing, the amortization
requirement may be waived for a period not exceeding one year during which
a "participant" is on a leave of absence from employment with the Employer
and any Related Employer either without pay or at a rate of pay which,
after withholding for employment and income taxes, is less than the amount
of the installment payments required under the terms of the loan.
Installment payments must resume after such leave of absence ends or, if
earlier, after the first year of such leave of absence, in an amount that
is not less than the amount of the installment payments required under the
terms of the original loan. No waiver of the amortization requirements
shall extend the period of the loan beyond five years from the date of the
loan, unless the loan is for purchase of the "participant's" primary
residence.

9.08. Security.  Loans must be secured by the "participant's" vested
interest in his Account not to exceed 50 percent of such vested interest.
If the provisions of Section 14.04 apply to a Participant, a Participant
must obtain the consent of his or her spouse, if any, to use his vested
interest in his Account as security for the loan. Spousal consent shall be
obtained no earlier than the beginning of the 90-day period that ends on
the date on which the loan is to be so secured. The consent must be in
writing, must acknowledge the effect of the loan, and must be witnessed by
a Plan representative or notary public. Such consent shall thereafter be
binding with respect to the consenting spouse or any subsequent spouse with
respect to that loan.

9.09. Transfer and Distribution of Loan Amounts from Permissible
Investments. The Employer shall confirm the order in which the Permissible
Investments shall be liquidated in order that the loan amount can be
transferred and distributed.

9.10. Default.  The Administrator shall treat a loan in default if

     (a)  any scheduled repayment remains unpaid at the end of the period
specified in the separate loan procedures (unless payment is not made due
to a waiver of the amortization schedule for a "participant" who is on a
leave of absence, as described in Section 9.07), or

     (b)  there is an outstanding principal balance existing on a loan
after the last scheduled repayment date.

     Upon default, the entire outstanding principal and accrued interest
shall be immediately due and payable. If a distributable event (as defined
by the Code) has occurred, the Administrator shall direct the Trustee to
foreclose on the promissory note and offset the "participant's" vested
interest in his Account by the outstanding balance of the loan. If a
distributable event has not occurred, the Administrator shall direct the
Trustee to foreclose on the promissory note and offset the "participant's"
vested interest in his Account as soon as a distributable event occurs. The
Trustee shall have no obligation to foreclose on the promissory note and
offset the outstanding balance of the loan except as directed by the
Administrator.

9.11. Effect of Termination Where Participant has Outstanding Loan Balance.
If a Participant has an outstanding loan balance at the time his employment
terminates, the entire outstanding principal and accrued interest shall be
immediately due and payable. Any outstanding loan amounts that are
immediately due and payable hereunder shall be treated in accordance with
the provisions of Sections 9.10 and 9.12 as if the Participant had
defaulted on the outstanding loan.

9.12. Deemed Distributions Under Code Section 72(p).  Notwithstanding the
provisions of Section 9.10, if a "participant's" loan is in default, the
"participant" shall be treated as having received a taxable "deemed
distribution" for purposes of Code Section 72(p), whether or not a
distributable event has occurred. The amount of a loan that is a deemed
distribution ceases to be an outstanding loan for purposes of Code Section
72, except as otherwise specifically provided herein, and a Participant
shall not be treated as having received a taxable distribution when the
Participant's Account is offset by the outstanding balance of the loan
amount as provided in Section 9.10. In addition, interest that accrues on a
loan after it is deemed distributed shall not be treated as an additional
loan to the Participant and shall not be included in the income of the
Participant as a deemed distribution. Notwithstanding the foregoing, unless
a Participant repays a loan that has been deemed distributed, with interest
thereon, the amount of such loan, with interest, shall be considered an
outstanding loan under Code Section 72(p) for purposes of determining the
applicable limitation on subsequent loans under Section 9.05.

     If a Participant makes payments on a loan that has been deemed
distributed, payments made on the loan after the date it was deemed
distributed shall be treated as Employee Contributions to the Plan for
purposes of increasing the Participant's tax basis in his Account, but
shall not be treated as Employee Contributions for any other purpose under
the Plan, including application of the "ACP" test described in Section 6.06
and application of the Code Section 415 limitations described in Section
6.12.

     The provisions of this Section 9.12 regarding treatment of loans that
are deemed distributed shall be effective as of

     (a)    the Effective Date, if the Plan is a new plan or is an
amendment and restatement of a plan that administered loans in accordance
with the provisions of Q & A 19 and 20 of Section 1.72(p)-1 of the Proposed
Treasury Regulations immediately prior to the Effective Date or

     (b)    as of the January 1 coinciding with or immediately following
the Effective Date, in any other case.

     Any loan that was deemed distributed prior to the date the provisions
of this Section 9.12 are effective shall be administered in accordance with
the provisions of this Section 9.12 to the extent such administration is
consistent with the transition rules in Q & A 21(c)(2) of Section 1.72(p)-1
of the Proposed Treasury Regulations.

9.13. Determination of Account Value Upon Distribution Where Plan Loan is
Outstanding.  Notwithstanding any other provision of the Plan, the portion
of a "participant's" vested interest in his Account that is held by the
Plan as security for a loan outstanding to the "participant" in accordance
with the provisions of this Article shall reduce the amount of the Account
payable at the time of death or distribution, but only if the reduction is
used as repayment of the loan. If less than 100 percent of a
"participant's" vested interest in his Account (determined without regard
to the preceding sentence) is payable to the "participant's" surviving
spouse or other Beneficiary, then the Account shall be adjusted by first
reducing the "participant's" vested interest in his Account by the amount
of the security used as repayment of the loan, and then determining the
benefit payable to the surviving spouse or other Beneficiary.


Article 10. In-Service Withdrawals.

10.01. Availability of In-Service Withdrawals.  Except as otherwise
permitted under Section 11.02 with respect to Participants who continue in
employment past Normal Retirement Age, or as required under Section 12.04
with respect to Participants who continue in employment past their Required
Beginning Date, a Participant shall not be permitted to make a withdrawal
from his Account under the Plan prior to retirement or termination of
employment with the Employer and all Related Employers, if any, except as
provided in this Article.

10.02. Withdrawal of Employee Contributions.  A Participant may elect to
withdraw, in cash, up to 100 percent of the amount then credited to his
Employee Contributions Account. Such withdrawals may be made at any time,
unless the Employer elects in Subsection 1.18(c)(1)(A) of the Adoption
Agreement to limit the frequency of such withdrawals.

10.03. Withdrawal of Rollover Contributions.  A Participant may elect to
withdraw, in cash, up to 100 percent of the amount then credited to his
Rollover Contributions Account. Such withdrawals may be made at any time.

10.04. Age 59 1/2 Withdrawals.  If so provided by the Employer in
Subsection 1.18(b) or the Protected In-Service Withdrawals Addendum to the
Adoption Agreement, a Participant who continues in employment as an
Employee and who has attained the age of 59 1/2 is permitted to withdraw
upon request all or any portion of the Accounts specified by the Employer
in Subsection 1.18(b) or the Protected In-Service Withdrawals Addendum to
the Adoption Agreement, as applicable.

10.05. Hardship Withdrawals.  If so provided by the Employer in Subsection
1.18(a) of the Adoption Agreement, a Participant who continues in
employment as an Employee may apply to the Administrator for a hardship
withdrawal of all or any portion of his Deferral Contributions Account
(excluding any earnings thereon accrued after the later of December 31,
1988 or the last day of the last Plan Year ending before July 1, 1989) and,
if so provided by the Employer in Subsection 1.18(d)(2), such other
Accounts as may be specified in Subsection (c) of the Protected In-Service
Withdrawals Addendum to the Adoption Agreement. The minimum amount that a
Participant may withdraw because of hardship is $500.

For purposes of this Section 10.05, a withdrawal is made on account of
hardship if made on account of an immediate and heavy financial need of the
Participant where such Participant lacks other available resources.
Determinations with respect to hardship shall be made by the Administrator
and shall be conclusive for purposes of the Plan, and shall be based on the
following special rules:

     (a)  The following are the only financial needs considered immediate
and heavy:

          (1)  expenses incurred or necessary for medical care (within the
meaning of Code Section 213(d)) of the Participant, the Participant's
spouse, children, or dependents;

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

          (3)  payment of tuition, related educational fees, and room and
board for the next 12 months of post-secondary education for the
Participant, the Participant's spouse, children or dependents;

          (4)  the need to prevent the eviction of the Participant from, or
a foreclosure on the mortgage of, the Participant's principal residence; or

          (5)  any other financial need determined to be immediate and
heavy under rules and regulations issued by the Secretary of the Treasury
or his delegate.

     (b)  A distribution shall be considered as necessary to satisfy an
immediate and heavy financial need of the Participant only if:

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

          (2)  The Participant suspends Deferral Contributions and Employee
Contributions to the Plan for the 12-month period following the date of his
hardship withdrawal. The suspension must also apply to all elective
contributions and employee contributions to all other qualified plans and
non-qualified plans maintained by the Employer or any Related Employer,
other than any mandatory employee contribution portion of a defined benefit
plan, including stock option, stock purchase, and other similar plans, but
not including health and welfare benefit plans (other than the cash or
deferred arrangement portion of a cafeteria plan);

          (3)  The withdrawal amount is not in excess of the amount of an
immediate and heavy financial need (including amounts necessary to pay any
Federal, state or local income taxes or penalties reasonably anticipated to
result from the distribution); and

          (4)  The Participant agrees to limit Deferral Contributions (and
"elective deferrals", as defined in Subsection 6.01(i)) to the Plan and any
other qualified plan maintained by the Employer or a Related Employer for
the calendar year immediately following the calendar year in which the
Participant received the hardship withdrawal to the applicable limit under
Code Section 402(g) for such calendar year less the amount of the
Participant's Deferral Contributions (and "elective deferrals") for the
calendar year in which the Participant received the hardship withdrawal.

10.06. Preservation of Prior Plan In-Service Withdrawal Rules.  As
indicated by the Employer in Subsection 1.18(d) of the Adoption Agreement,
to the extent required under Code Section 411(d)(6), in-service withdrawals
that were available under a prior plan shall be available under the Plan.

     (a)  If the Plan is a profit sharing plan, the following provisions
shall apply to preserve prior in-service withdrawal provisions.

          (1)    If the Plan is an amendment and restatement of a prior
plan or is a transferee plan of a prior plan that provided for in-service
withdrawals from a Participant's Matching Employer and/or Nonelective
Employer Contributions Accounts of amounts that have been held in such
Accounts for a specified period of time, a Participant shall be entitled to
withdraw at any time prior to his termination of employment, subject to any
restrictions applicable under the prior plan that the Employer elects in
Subsection 1.18(d)(1)(A)(i) of the Adoption Agreement to continue under the
Plan as amended and restated hereunder (other than any mandatory suspension
of contributions restriction), any vested amounts held in such Accounts for
the period of time specified by the Employer in Subsection 1.18(d)(1)(A) of
the Adoption Agreement.

          (2)  If the Plan is an amendment and restatement of a prior plan
or is a transferee plan of a prior plan that provided for in-service
withdrawals from a Participant's Matching Employer and/or Nonelective
Employer Contributions Accounts by Participants with at least 60 months of
participation, a Participant with at least 60 months of participation shall
be entitled to withdraw at any time prior to his termination of employment,
subject to any restrictions applicable under the prior plan that the
Employer elects in Subsection 1.18(d)(1)(B)(i) of the Adoption Agreement to
continue under the Plan as amended and restated hereunder (other than any
mandatory suspension of contributions restriction), any vested amounts held
in such Accounts.

          (3)  If the Plan is an amendment and restatement of a prior plan
or is a transferee plan of a prior plan that provided for in-service
withdrawals from a Participant's Matching Employer and/or Nonelective
Employer Contributions Accounts under any other circumstances, a
Participant who has met any applicable requirements, as set forth in the
Protected In-Service Withdrawals Addendum to the Adoption Agreement, shall
be entitled to withdraw at any time prior to his termination of employment
any vested amounts held in such Accounts, subject to any restrictions
applicable under the prior plan that the Employer elects to continue under
the Plan as amended and restated hereunder, as set forth in the Protected
In-Service Withdrawal Addendum to the Adoption Agreement.

     (b)    If the Plan is a money purchase pension plan that is an
amendment and restatement of a prior profit sharing plan or is a transferee
plan of a prior profit sharing plan that provided for in-service
withdrawals from any portion of a Participant's Account other than his
Employee Contributions and/or Rollover Contributions Accounts, a
Participant who has met any applicable requirements, as set forth in the
Protected in-Service Withdrawals Addendum to the Adoption Agreement, shall
be entitled to withdraw at any time prior to his termination of employment
his vested interest in amounts attributable to such prior profit sharing
accounts, subject to any restrictions applicable under the prior plan that
the Employer elects to continue under the Plan as amended and restated
hereunder (other than any mandatory suspension of contributions
restriction), as set forth in the Protected In-Service Withdrawal Addendum
to the Adoption Agreement.

10.07. Restrictions on In-Service Withdrawals.  The following restrictions
apply to any in-service withdrawal made from a Participant's Account under
this Article:

     (a)  If the provisions of Section 14.04 apply to a Participant's
Account, the Participant must obtain the consent of his spouse, if any, to
obtain an in-service withdrawal.

     (b)  In-service withdrawals shall be made in a lump sum payment,
except that if the provisions of Section 14.04 apply to a Participant's
Account, the Participant may receive the in-service withdrawal in the form
of a "qualified joint and survivor annuity", as defined in Subsection
14.01(a).

     (c)  Notwithstanding any other provision of the Plan to the contrary
other than the provisions of Section 11.02, a Participant shall not be
permitted to make an in-service withdrawal from his Account of amounts
attributable to contributions made to a money purchase pension plan, except
employee and/or rollover contributions that were held in a separate
account(s) under such plan.

10.08. Distribution of Withdrawal Amounts.  The Employer shall confirm the
order in which the Permissible Investments shall be liquidated in order
that the withdrawal amount can be distributed.


Article 11. Right to Benefits.

11.01. Normal or Early Retirement.  Each Participant who continues in
employment as an Employee until his Normal Retirement Age or, if so
provided by the Employer in Subsection 1.13(b) of the Adoption Agreement,
Early Retirement Age, shall have a vested interest in his Account of 100
percent regardless of any vesting schedule elected in Section 1.15 of the
Adoption Agreement. If a Participant retires upon the attainment of Normal
or Early Retirement Age, such retirement is referred to as a normal
retirement.

11.02. Late Retirement.  If a Participant continues in employment as an
Employee after his Normal Retirement Age, he shall continue to have a 100
percent vested interest in his Account and shall continue to participate in
the Plan until the date he establishes with the Employer for his late
retirement. Until he retires, he has a continuing election to receive all
or any portion of his Account.

11.03. Disability Retirement.  If so provided by the Employer in Subsection
1.13(c) of the Adoption Agreement, a Participant who becomes disabled while
employed as an Employee shall have a 100 percent vested interest in his
Account regardless of any vesting schedule elected in Section 1.15 of the
Adoption Agreement. An Employee is considered disabled if he satisfies any
of the requirements for disability retirement selected by the Employer in
Section 1.14 of the Adoption Agreement and terminates his employment with
the Employer. Such termination of employment is referred to as a disability
retirement. Determinations with respect to disability shall be made by the
Administrator.

11.04. Death.  If a Participant who is employed as an Employee dies, his
Account shall become 100 percent vested and his designated Beneficiary
shall be entitled to receive the balance of his Account, plus any amounts
thereafter credited to his Account. If a Participant whose employment as an
Employee has terminated dies, his designated Beneficiary shall be entitled
to receive the Participant's vested interest in his Account.

     A copy of the death notice or other sufficient documentation must be
filed with and approved by the Administrator. If upon the death of the
Participant there is, in the opinion of the Administrator, no designated
Beneficiary for part or all of the Participant's Account, such amount shall
be paid to his surviving spouse or, if none, to his estate (such spouse or
estate shall be deemed to be the Beneficiary for purposes of the Plan). If
a Beneficiary dies after benefits to such Beneficiary have commenced, but
before they have been completed, and, in the opinion of the Administrator,
no person has been designated to receive such remaining benefits, then such
benefits shall be paid in a lump sum to the deceased Beneficiary's estate.

     Subject to the requirements of Section 14.04, a Participant may
designate a Beneficiary, or change any prior designation of Beneficiary by
giving notice to the Administrator on a form designated by the
Administrator. If more than one person is designated as the Beneficiary,
their respective interests shall be as indicated on the designation form.
In the case of a married Participant, the Participant's spouse shall be
deemed to be the designated Beneficiary unless the Participant's spouse has
consented to another designation in the manner described in Section 14.06.

11.05. Other Termination of Employment.  If a Participant terminates his
employment with the Employer and all Related Employers, if any, for any
reason other than death or normal, late, or disability retirement, he shall
be entitled to a termination benefit equal to the sum of (a) his vested
interest in the balance of his Matching Employer and/or Nonelective
Employer Contributions Account(s), other than the balance attributable to
safe harbor Matching Employer and/or safe harbor Nonelective Employer
Contributions elected by the Employer in Subsection 1.10(a)(3) or
1.11(a)(3) of the Adoption Agreement, such vested interest to be determined
in accordance with the vesting schedule(s) selected by the Employer in
Section 1.15 of the Adoption Agreement, and (b) the balance of his
Deferral, Employee, Qualified Nonelective Employer, Qualified Matching
Employer, and Rollover Contributions Accounts, and the balance of his
Matching Employer or Nonelective Employer Contributions Account that is
attributable to safe harbor Matching Employer and/or safe harbor
Nonelective Employer Contributions.

11.06. Application for Distribution.   Unless a Participant's Account is
cashed out as provided in Section 13.02, a Participant (or his Beneficiary,
if the Participant has died) who is entitled to a distribution hereunder
must make application, in a form acceptable to the Administrator, for a
distribution from his Account. No distribution shall be made hereunder
without proper application therefor, except as otherwise provided in
Section 13.02.

11.07. Application of Vesting Schedule Following Partial Distribution.   If
a distribution from a Participant's Matching Employer and/or Nonelective
Employer Contributions Account has been made to him at a time when he is
less than 100 percent vested in such Account balance, the vesting
schedule(s) in Section 1.15 of the Adoption Agreement shall thereafter
apply only to the balance of his Account attributable to Matching Employer
and/or Nonelective Employer Contributions allocated after such
distribution. The balance of the Account from which such distribution was
made shall be transferred to a separate account immediately following such
distribution.

     At any relevant time prior to a forfeiture of any portion thereof
under Section 11.08, a Participant's vested interest in such separate
account shall be equal to P(AB + (RxD))-(RxD), where P is the Participant's
vested interest at the relevant time determined under Section 11.05; AB is
the account balance of the separate account at the relevant time; D is the
amount of the distribution; and R is the ratio of the account balance at
the relevant time to the account balance after distribution. Following a
forfeiture of any portion of such separate account under Section 11.08
below, any balance in the Participant's separate account shall remain 100
percent vested.

11.08. Forfeitures.  If a Participant terminates his employment with the
Employer and all Related Employers before he is 100 percent vested in his
Matching Employer and/or Nonelective Employer Contributions Accounts, the
non-vested portion of his Account (including any amounts credited after his
termination of employment) shall be forfeited by him as follows:

     (a)  If the Inactive Participant elects to receive distribution of his
entire vested interest in his Account, the non-vested portion of his
Account shall be forfeited upon the complete distribution of such vested
interest, subject to the possibility of reinstatement as provided in
Section 11.10. For purposes of this Subsection, if the value of an
Employee's vested interest in his Account balance is zero, the Employee
shall be deemed to have received a distribution of his vested interest
immediately following termination of employment.

     (b) If the Inactive Participant elects not to receive distribution of
his vested interest in his Account following his termination of employment,
the non-vested portion of his Account shall be forfeited after the
Participant has incurred five consecutive Breaks in Vesting Service.

     No forfeitures shall occur solely as a result of a Participant's
withdrawal of Employee Contributions.

11.09. Application of Forfeitures.  Any forfeitures occurring during a Plan
Year shall be applied to reduce the contributions of the Employer, unless
the Employer has elected in Subsection 1.15(d)(3) of the Adoption Agreement
that such remaining forfeitures shall be allocated among the Accounts of
Active Participants who are eligible to receive allocations of Nonelective
Employer Contributions for the Plan Year in which the forfeiture occurs.
Forfeitures that are allocated among the Accounts of eligible Active
Participants shall be allocated in the same manner as Nonelective Employer
Contributions. If the plan is a money purchase pension plan or the Employer
has elected a fixed Nonelective Employer Contribution rate rather than a
discretionary rate, forfeitures shall incrementally increase the amount
allocated to the Accounts of eligible Active Participants. Notwithstanding
any other provision of the Plan to the contrary, forfeitures may first be
used to pay administrative expenses under the Plan, as directed by the
Employer. To the extent that forfeitures are not used to reduce
administrative expenses under the Plan, as directed by the Employer,
forfeitures will be applied in accordance with this Section 11.09.

     Pending application, forfeitures shall be held in the Permissible
Investment selected by the Employer for such purpose or, absent Employer
selection, in the most conservative Permissible Investment designated by
the Employer in the Service Agreement.

     Notwithstanding any other provision of the Plan to the contrary, in no
event may forfeitures be used to reduce the Employer's obligation to remit
to the Trust (or other appropriate Plan funding vehicle) loan repayments
made pursuant to Article 9, Deferral Contributions or Employee
Contributions.

11.10. Reinstatement of Forfeitures.  If a Participant forfeits any portion
of his Account under Subsection 11.08(a) because of distribution of his
complete vested interest in his Account, but again becomes an Employee,
then the amount so forfeited, without any adjustment for the earnings,
expenses, losses, or gains of the assets credited to his Account since the
date forfeited, shall be recredited to his Account (or to a separate
account as described in Section 11.07, if applicable) if he meets all of
the following requirements:

     (a) he again becomes an Employee before the date he incurs five-
consecutive Breaks in Vesting Service following the date complete
distribution of his vested interest was made to him; and

     (b)  he repays to the Plan the amount previously distributed to him,
without interest, within five years of his Reemployment Date. If an
Employee is deemed to have received distribution of his complete vested
interest as provided in Section 11.08, the Employee shall be deemed to have
repaid such distribution on his Reemployment Date.

     Upon such an actual or deemed repayment, the provisions of the Plan
(including Section 11.07) shall thereafter apply as if no forfeiture had
occurred. The amount to be recredited pursuant to this paragraph shall be
derived first from the forfeitures, if any, which as of the date of
recrediting have yet to be applied as provided in Section 11.09 and, to the
extent such forfeitures are insufficient, from a special contribution to be
made by the Employer.

11.11. Adjustment for Investment Experience. If any distribution under this
Article 11 is not made in a single payment, the amount retained by the
Trustee after the distribution shall be subject to adjustment until
distributed to reflect the income and gain or loss on the investments in
which such amount is invested and any expenses properly charged under the
Plan and Trust to such amounts.

Article 12. Distributions.

12.01. Restrictions on Distributions.  A Participant, or his Beneficiary,
may not receive a distribution from his Deferral Contributions, Qualified
Nonelective Employer Contributions, Qualified Matching Employer
Contributions, safe harbor Matching Employer Contributions or safe harbor
Nonelective Employer Contributions Accounts earlier than upon the
Participant's separation from service with the Employer and all Related
Employers, death, or disability, except as otherwise provided in Article
10, Section 11.02 or Section 12.04. Notwithstanding the foregoing, amounts
may also be distributed from such Accounts, in the form of a lump sum only,
upon

     (a)  Termination of the Plan without establishment of another defined
contribution plan, other than an employee stock ownership plan (as defined
in Code Section 4975(e) or 409) or a simplified employee pension plan as
defined in Code Section 408(k).

     (b)  The disposition by a corporation to an unrelated corporation of
substantially all of the assets (within the meaning of Code Section
409(d)(2)) used in a trade or business of such corporation if such
corporation continues to maintain the Plan after the disposition, but only
with respect to former Employees who continue employment with the
corporation acquiring such assets.

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

12.02. Timing of Distribution Following Retirement or Termination of
Employment. Except as otherwise elected by the Employer in Subsection
1.20(b) and provided in the Postponed Distribution Addendum to the Adoption
Agreement, the balance of a Participant's vested interest in his Account
shall be distributable upon his termination of employment with the Employer
and all Related Employers, if any, because of death, normal, early, or
disability retirement (as permitted under the Plan), or other termination
of employment. Notwithstanding the foregoing, a Participant whose vested
interest in his Account exceeds $5,000 as determined under Section 13.02
(or such larger amount as may be specified in Code Section 417(e)(1)) may
elect to postpone distribution of his Account until his Required Beginning
Date. A Participant who elects to postpone distribution has a continuing
election to receive such distribution prior to the date as of which
distribution is required, unless such Participant is reemployed as an
Employee.

12.03. Participant Consent to Distribution.  If a Participant's vested
interest in his Account exceeds $5,000 as determined under Section 13.02
(or such larger amount as may be specified in Code Section 417(e)(1)), no
distribution shall be made to the Participant before he reaches his Normal
Retirement Age (or age 62, if later), unless the consent of the Participant
has been obtained. Such consent shall be made within the 90-day period
ending on the Participant's Annuity Starting Date.

     The consent of the Participant's spouse must also be obtained if the
Participant's Account is subject to the provisions of Section 14.04, unless
the distribution shall be made in the form of a "qualified joint and
survivor annuity" as defined in Section 14.01. A spouse's consent to early
distribution, if required, must satisfy the requirements of Section 14.06.

     Neither the consent of the Participant nor the Participant's spouse
shall be required to the extent that a distribution is required to satisfy
Code Section 401(a)(9) or Code Section 415. In addition, upon termination
of the Plan if it does not offer an annuity option (purchased from a
commercial provider) and if the Employer or any Related Employer does not
maintain another defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)) the Participant's
Account shall, without the Participant's consent, be distributed to the
Participant. However, if any Related Employer maintains another defined
contribution plan (other than an employee stock ownership plan as defined
in Code Section 4975(e)(7)) then the Participant's Account shall be
transferred, without the Participant's consent, to the other plan if the
Participant does not consent to an immediate distribution.

12.04. Required Commencement of Distribution to Participants.  In no event
shall distribution to a Participant commence later than the earlier of the
dates described in (a) and (b) below:

     (a)  unless the Participant (and his spouse, if appropriate) elects
otherwise, the 60th day after the close of the Plan Year in which occurs
the latest of (i) the date on which the Participant attains Normal
Retirement Age, or age 65, if earlier, (ii) the date on which the
Participant's employment with the Employer and all Related Employers
ceases, or (iii) the 10th anniversary of the year in which the Participant
commenced participation in the Plan; and

     (b)  the Participant's Required Beginning Date.

     Notwithstanding the provisions of Subsection 12.04(a) above, the
failure of a Participant (and the Participant's spouse, if applicable) to
consent to a distribution as required under Section 12.03, shall be deemed
to be an election to defer commencement of payment as provided in
Subsection 12.04(a) above.

12.05. Required Commencement of Distribution to Beneficiaries.  If a
Participant dies before his Annuity Starting Date, the Participant's
Beneficiary shall receive distribution of the Participant's vested interest
in his Account in the form provided under Article 13 or 14, as applicable,
beginning as soon as reasonably practicable following the date the
Beneficiary's application for distribution is filed with the Administrator.
Unless distribution is to be made over the life or over a period certain
not greater than the life expectancy of the Beneficiary, distribution of
the Participant's entire vested interest shall be made to the Beneficiary
no later than the end of the fifth calendar year beginning after the
Participant's death. If distribution is to be made over the life or over a
period certain no greater than the life expectancy of the Beneficiary,
distribution shall commence no later than:

     (a)    If the Beneficiary is not the Participant's spouse, the end of
the first calendar year beginning after the Participant's death; or

     (b)    If the Beneficiary is the Participant's spouse, the later of
(i) the end of the first calendar year beginning after the Participant's
death or (ii) the end of the calendar year in which the Participant would
have attained age 70 1/2.

     If distribution is to be made to a Participant's spouse, it shall be
made available within a reasonable period of time after the Participant's
death that is no less favorable than the period of time applicable to other
distributions. In the event such spouse dies prior to the date distribution
commences, he shall be treated for purposes of this Section 12.05 (other
than Subsection 12.05(b) above) as if he were the Participant. 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.

     If the Participant has not designated a Beneficiary, or the
Participant or Beneficiary has not effectively selected a method of
distribution, distribution of the Participant's benefit shall be completed
by the close of the calendar year in which the fifth anniversary of the
death of the Participant occurs.

     If a Participant dies on or after his Annuity Starting Date, but
before his entire vested interest in his Account is distributed, his
Beneficiary shall receive distribution of the remainder of the
Participant's vested interest in his Account beginning as soon as
reasonably practicable following the Participant's date of death in a form
that provides for distribution at least as rapidly as under the form in
which the Participant was receiving distribution.

12.06. Whereabouts of Participants and Beneficiaries.  The Administrator
shall at all times be responsible for determining the whereabouts of each
Participant or Beneficiary who may be entitled to benefits under the Plan
and shall at all times be responsible for instructing the Trustee in
writing as to the current address of each such Participant or Beneficiary.
The Trustee shall be entitled to rely on the latest written statement
received from the Administrator as to such addresses. The Trustee shall be
under no duty to make any distributions under the Plan unless and until it
has received written instructions from the Administrator satisfactory to
the Trustee containing the name and address of the distributee, the time
when the distribution is to occur, and the form which the distribution
shall take.

     Notwithstanding the foregoing, if the Trustee attempts to make a
distribution in accordance with the Administrator's instructions but is
unable to make such distribution because the whereabouts of the distributee
is unknown, the Trustee shall notify the Administrator of such situation
and thereafter the Trustee shall be under no duty to make any further
distributions to such distributee until it receives further written
instructions from the Administrator.

     If the Administrator is unable after diligent attempts to locate a
Participant or Beneficiary who is entitled to a benefit under the Plan, the
benefit otherwise payable to such Participant or Beneficiary shall be
forfeited and applied as provided in Section 11.09. If a benefit is
forfeited because the Administrator determines that the Participant or
Beneficiary cannot be found, such benefit shall be reinstated by the
Employer if a claim is filed by the Participant or Beneficiary with the
Administrator and the Administrator confirms the claim to the Employer.
Notwithstanding the above, forfeiture of a Participant's or Beneficiary's
benefit may occur only if a distribution could be made to the Participant
or Beneficiary without obtaining the Participant's or Beneficiary's consent
in accordance with the requirements of Section 1.411(a)-11 of the Treasury
Regulations.

Article 13. Form of Distribution.

13.01. Normal Form of Distribution Under Profit Sharing Plan.  Unless the
Plan is a money purchase pension plan subject to the requirements of
Article 14, or a Participant's Account is otherwise subject to the
requirements of Section 14.03 or 14.04, distributions to a Participant or
to the Beneficiary of the Participant shall be made in a lump sum in cash
or, if elected by the Participant (or the Participant's Beneficiary, if
applicable) and provided by the Employer in Section 1.19 of the Adoption
Agreement, under a systematic withdrawal plan (installments). A Participant
(or the Participant's Beneficiary, if applicable) who is receiving
distribution under a systematic withdrawal plan may elect to accelerate
installment payments or to receive a lump sum distribution of the remainder
of his Account balance. Distribution may also be made hereunder in any non-
annuity form that is a protected benefit and is provided by the Employer in
Section 1.19(d) of the Adoption Agreement.

     Even if the Plan does not otherwise provide for distributions under a
systematic withdrawal plan, if a Participant elects to have his Required
Beginning Date determined under the provisions of Subsection
2.01(ss)(1)(ii) or his Required Beginning Date occurs under the provisions
of Subsection 2.01(ss)(2) while he is still employed by the Employer or a
Related Employer on or after his Required Beginning Date, the Participant
may elect to receive distributions during the period that he continues
employment with the Employer or a Related Employer made under a systematic
withdrawal plan that provides the minimum distributions required under Code
Section 401(a)(9), as determined under Section 13.03 of the Plan. Minimum
required distributions to a Participant described in the preceding sentence
shall only continue to such Participant through the calendar year in which
the Participant retires or otherwise terminates employment. Distributions
for calendar years following the calendar year in which the Participant
retires shall be made in one of the forms of payment otherwise available
under the Plan, as provided in Section 1.19 and the Forms of Payment
Addendum to the Adoption Agreement.

     Distributions shall be made in cash, except that distributions may be
made in Fund Shares of marketable securities (as defined in Code Section
731(c)(2)), other than Fund Shares of Employer Stock, at the election of
the Participant, pursuant to the qualifying rollover of such distribution
to a Fidelity Investments? individual retirement account.  A distribution
may be made in the form of Fund Shares of Employer Stock or an in-kind
distribution of Plan investments that are not marketable securities only if
and to the extent provided in Section 1.19(d) of the Adoption Agreement;
provided, however, that notwithstanding any other provision of the Plan to
the contrary, the right of a Participant to receive a distribution in the
form of Fund Shares of Employer Stock or an in-kind distribution of Plan
investments that are not marketable securities applies only to that portion
of the Participant's Account invested in such form at the time of
distribution.

13.02. Cash Out Of Small Accounts.  Notwithstanding any other provision of
the Plan to the contrary, if a Participant's vested interest in his Account
is $5,000 (or such larger amount as may be specified in Code Section
417(e)(1)) or less, the Participant's vested interest in his Account shall
be distributed in a lump sum as soon as practicable following the
Participant's termination of employment because of retirement, disability,
death or other termination of employment. For purposes of this Section,
until final Treasury Regulations are issued to the contrary, if either (a)
a Participant has commenced distribution of his Account under a systematic
withdrawal plan or (b) his Account is subject to the provisions of Section
14.04 and the Participant's Annuity Starting Date has occurred with respect
to amounts currently held in his Account, the Participant's vested interest
in his Account shall be deemed to exceed $5,000 (or such larger amount as
may be specified in Code Section 417(e)(1)) if the Participant's vested
interest in such amounts exceeded such dollar amount on the Participant's
Annuity Starting Date.

     Notwithstanding the provisions of this Section 13.02, the Employer may
determine not to cash out Participant Accounts in accordance with the
foregoing provisions, provided that such determination is uniform with
respect to all Participants and non-discriminatory.

13.03. Minimum Distributions.  This Section applies to distributions under
a systematic withdrawal plan that are made on or after a Participant's
Required Beginning Date or his date of death, if earlier. This Section
shall be interpreted and applied in accordance with the regulations under
Code Section 401(a)(9), including the minimum distribution incidental
benefit requirement of Section 1.401(a)(9)-2 of the Proposed Treasury
Regulations, or any successor regulations of similar import.

     Distribution must be made in substantially equal annual, or more
frequent, installments, in cash, over a period certain which does not
extend beyond the life expectancy or joint life expectancies of the
Participant and his Beneficiary or, if the Participant dies prior to the
commencement of distributions from his Account, the life expectancy of the
Participant's Beneficiary. The amount to be distributed for each calendar
year for which a minimum distribution is required shall be at least an
amount equal to the quotient obtained by dividing the Participant's
interest in his Account by the life expectancy of the Participant or
Beneficiary or the joint life and last survivor expectancy of the
Participant and his Beneficiary, whichever is applicable. The amount to be
distributed for each calendar year shall not be less than an amount equal
to the quotient obtained by dividing the Participant's interest in his
Account by the lesser of (a) the applicable life expectancy, or (b) if a
Participant's Beneficiary is not his spouse, the applicable divisor
determined under Section 1.401(a)(9)-2, Q&A 4 of the Proposed Treasury
Regulations, or any successor regulations of similar import. Distributions
after the death of the Participant shall be made using the applicable life
expectancy under (a) above, without regard to Section 1.401(a)(9)-2 of such
regulations. For purposes of this Section 13.03, life expectancy and joint
life and last survivor expectancy shall be computed by use of the expected
return multiples in Table V and VI of Section 1.72-9 of the Treasury
Regulations.

     For purposes of this Section 13.03, the life expectancy of a
Participant or a Beneficiary who is the Participant's surviving spouse
shall be recalculated annually unless the Participant or the Participant's
spouse irrevocably elects otherwise prior to the time distributions are
required to begin. If not recalculated in accordance with the foregoing,
life expectancy shall be calculated using the attained age of the
Participant or Beneficiary, whichever is applicable, as of such
individual's birth date in the first year for which a minimum distribution
is required reduced by one for each elapsed calendar year since the date
life expectancy was first calculated.

     If the Participant dies after distribution of his benefits has begun,
distributions to the Participant's Beneficiary shall be made at least as
rapidly as under the method of distribution being used as of the date of
the Participant's death.

     A Participant's interest in his Account for purposes of this Section
13.03 shall be determined as of the last valuation date in the calendar
year immediately preceding the calendar year for which a minimum
distribution is required, increased by the amount of any contributions
allocated to, and decreased by any distributions from, such Account after
the valuation date. Any distribution for the first year for which a minimum
distribution is required made after the close of such year shall be treated
as if made prior to the close of such year.

     The Administrator shall notify the Trustee in writing whenever a
distribution is necessary in order to comply with the minimum distribution
rules set forth in this Section 13.03.

13.04. Direct Rollovers.  Notwithstanding any other provision of the Plan
to the contrary, a "distributee" may elect, at the time and in the manner
prescribed by the Administrator, to have any portion or all of an "eligible
rollover distribution" paid directly to an "eligible retirement plan"
specified by the "distributee" in a direct rollover; provided, however,
that this provision shall not apply if the total "eligible rollover
distribution" that the "distributee" is reasonably expected to receive for
the calendar year is less than $200 and that a "distributee" may not elect
a direct rollover with respect to a portion of an "eligible rollover
distribution" if such portion totals less than $500. For purposes of this
Section 13.04, the following definitions shall apply:

     (a)  "Distributee" means a Participant , the Participant's surviving
spouse, and the Participant's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, who is entitled to
receive a distribution from the Participant's vested interest in his
Account.

     (b)  "Eligible retirement plan" means 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
"eligible rollover distributions". However, in the case of an "eligible
rollover distribution" to a surviving spouse, an "eligible retirement plan"
means an individual retirement account or individual retirement annuity.

     (c)  "Eligible rollover distribution" means any distribution of all or
any portion of the balance to the credit of the "distributee", except that
an "eligible rollover distribution" does not include the following:

          (1)  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;

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

          (3) 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);

          (4)  any hardship withdrawal of Deferral Contributions made in
accordance with the provisions of Section 10.05 or the Protected In-Service
Withdrawals Addendum to the Adoption Agreement.

13.05. Notice Regarding Timing and Form of Distribution.  Within the period
beginning 90 days before a Participant's Annuity Starting Date and ending
30 days before such date, the Administrator shall provide such Participant
with written notice containing a general description of the material
features and an explanation of the relative values of the forms of benefit
available under the Plan and informing the Participant of his right to
defer receipt of the distribution until his Required Beginning Date and his
right to make a direct rollover.

     Distribution may commence fewer than 30 days after such notice is
given, provided that:

     (a)  the Administrator clearly informs the Participant that the
Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option);

     (b)  the Participant, after receiving the notice, affirmatively elects
a distribution, with his spouse's written consent, if necessary;

     (c)  if the Participant's Account is subject to the requirements of
Section 14.04, the following additional requirements apply:

          (1)  the Participant is permitted to revoke his affirmative
distribution election at any time prior to the later of (A) his Annuity
Starting Date or (B) the expiration of the seven-day period beginning the
day after such notice is provided to him; and

          (2)  distribution does not begin to such Participant until such
revocation period ends.

13.06. Determination of Method of Distribution.  Subject to Section 13.02,
the Participant shall determine the method of distribution of benefits to
himself and may determine the method of distribution to his Beneficiary.
Such determination shall be made prior to the time benefits become payable
under the Plan. If the Participant does not determine the method of
distribution to his Beneficiary or if the Participant permits his
Beneficiary to override his determination, the Beneficiary, in the event of
the Participant's death, shall determine the method of distribution of
benefits to himself as if he were the Participant. A determination by the
Beneficiary must be made no later than the close of the calendar year in
which distribution would be required to begin under Section 12.05 or, if
earlier, the close of the calendar year in which the fifth anniversary of
the death of the Participant occurs.

13.07. Notice to Trustee.  The Administrator shall notify the Trustee in
any medium acceptable to the Trustee, which may be specified in the Service
Agreement, whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan. The Administrator's notice shall indicate the form
of payment of benefits that such Participant or Beneficiary shall receive,
(in the case of distributions to a Participant) the name of any designated
Beneficiary or Beneficiaries, and such other information as the Trustee
shall require.


Article 14. Superseding Annuity Distribution Provisions.

14.01. Special Definitions.  For purposes of this Article, the following
special definitions shall apply:

     (a)  "Qualified joint and survivor annuity" means (1) if the
Participant is not married on his Annuity Starting Date, an immediate
annuity payable for the life of the Participant or (2) if the Participant
is married on his Annuity Starting Date, an immediate annuity for the life
of the Participant with a survivor annuity for the life of the
Participant's spouse (to whom the Participant was married on the Annuity
Starting Date) which is equal to at least 50 percent of the amount of the
annuity which is payable during the joint lives of the Participant and such
spouse, provided that the survivor annuity shall not be payable to a
Participant's spouse if such spouse is not the same spouse to whom the
Participant was married on his Annuity Starting Date.

     (b)  "Qualified preretirement survivor annuity" means an annuity
purchased with at least 50 percent of a Participant's vested interest in
his Account that is payable for the life of a Participant's surviving
spouse. The Employer shall specify that portion of a Participant's vested
interest in his Account that is to be used to purchase the "qualified
preretirement survivor annuity" in Section 1.19 of the Adoption Agreement.

14.02. Applicability.  The provisions of this Article shall apply to a
Participant's Account if:

     (a)    the Plan is a money purchase pension plan;

     (b)    the Plan is an amendment and restatement of a plan that
provided an annuity form of payment and such form of payment has not been
eliminated pursuant to Subsection 1.19(e) and the Forms of Payment Addendum
to the Adoption Agreement;

     (c)    the Participant's Account contains assets attributable to
amounts directly or indirectly transferred from a plan that provided an
annuity form of payment and such form of payment has not been eliminated
pursuant to Subsection 1.19(e) and the Forms of Payment Addendum to the
Adoption Agreement.

14.03. Annuity Form of Payment.  To the extent provided in Section 1.19 of
the Adoption Agreement, a Participant may elect distributions made in whole
or in part in the form of an annuity contract. Any annuity contract
distributed under the Plan shall be subject to the provisions of this
Section 14.03 and, to the extent provided therein, Sections 14.04 through
14.09.

     (a)  At the direction of the Administrator, the Trustee shall purchase
the annuity contract on behalf of a Participant or Beneficiary from an
insurance company. Such annuity contract shall be nontransferable.

     (b)  The terms of the annuity contract shall comply with the
requirements of the Plan and distributions under such contract shall be
made in accordance with Code Section 401(a)(9) and the regulations
thereunder.

     (c)  The annuity contract may provide for payment over the life of the
Participant and, upon the death of the Participant, may provide a survivor
annuity continuing for the life of the Participant's designated
Beneficiary. Such an annuity may provide for an annuity certain feature for
a period not exceeding the life expectancy of the Participant or, if the
annuity is payable to the Participant and a designated Beneficiary, the
joint life and last survivor expectancy of the Participant and such
Beneficiary. If the Participant dies prior to his Annuity Starting Date,
the annuity contract distributed to the Participant's Beneficiary may
provide for payment over the life of the Beneficiary, and may provide for
an annuity certain feature for a period not exceeding the life expectancy
of the Beneficiary. The types of annuity contracts provided under the Plan
shall be limited to the types of annuities described in Section 1.19 and
the Forms of Payment Addendum to the Adoption Agreement.

     (d)  The annuity contract must provide for nonincreasing payments.

14.04. "Qualified Joint and Survivor Annuity" and "Qualified Preretirement
Survivor Annuity" Requirements.  The requirements of this Section 14.04
apply to a Participant's Account if:

     (a)  the Plan is a money purchase pension plan;

     (b) the Plan is a profit sharing plan and the Employer has selected
distribution in the form of a life annuity as the normal form of
distribution with respect to such Participant's Account in Subsection
1.19(c)(2)(B) of the Adoption Agreement; or

     (c) the Plan is a profit sharing plan and the Employer has specified
distribution in the form of a life annuity as the normal form of
distribution in Subsection (c)(2)(B) of the Forms of Payment Addendum to
the Adoption Agreement and the Participant's Annuity Starting Date occurs
prior to the date specified in Subsection (c)(4) of the Forms of Payment
Addendum to the Adoption Agreement;

     (d)  the Participant is permitted to elect and has elected
distribution in the form of an annuity contract payable over the life of
the Participant.

     If a Participant's Account is subject to the requirements of this
Section 14.04, distribution shall be made to the Participant in the form of
a "qualified joint and survivor annuity" (with a survivor annuity in the
percentage amount specified by the Employer in Subsection 1.19 of the
Adoption Agreement), unless the Participant waives the "qualified joint and
survivor annuity" as provided in Section 14.05. If the Participant dies
prior to his Annuity Starting Date, distribution shall be made to the
Participant's surviving spouse, if any, in the form of a "qualified
preretirement survivor annuity", unless the Participant waives the
"qualified preretirement survivor annuity" as provided in Section 14.05, or
the Participant's surviving spouse elects in writing to receive
distribution in one of the other forms of payment provided under the Plan.
If the Employer has specified in Section 1.19 of the Adoption Agreement
that less than 100 percent of a Participant's Account shall be used to
purchase the "qualified preretirement survivor annuity", distribution of
the balance of the Participant's vested interest in his Account that is not
used to purchase the "qualified preretirement survivor annuity" shall be
distributed to the Participant's designated Beneficiary in accordance with
the provisions of Sections 11.04 and 12.05.

14.05. Waiver of the "Qualified Joint and Survivor Annuity" and/or
"Qualified Preretirement Survivor Annuity" Rights.  A Participant may waive
the "qualified joint and survivor annuity" described in Section 14.04 and
elect another form of distribution permitted under the Plan at any time
during the 90-day period ending on his Annuity Starting Date; provided,
however, that if the Participant is married, his spouse must consent in
writing to such election as provided in Section 14.06. Spousal consent is
not required if the Participant elects distribution in the form of a
different "qualified joint and survivor annuity".

     A Participant may waive the "qualified preretirement survivor annuity"
and designate a non-spouse Beneficiary at any time during the "applicable
election period"; provided, however, that the Participant's spouse must
consent in writing to such election as provided in Section 14.06. The
"applicable election period" begins on the later of (1) the date the
Participant's Account becomes subject to the requirements of Section 14.04
or (2) the first day of the Plan Year in which the Participant attains age
35 or, if he terminates employment prior to such date, the date he
terminates employment with the Employer and all Related Employers. The
"applicable election period" ends on the earlier of the Participant's
Annuity Starting Date or the date of the Participant's death. A Participant
whose employment has not terminated may elect to waive the "qualified
preretirement survivor annuity" prior to the Plan Year in which he attains
age 35, provided that any such waiver shall cease to be effective as of the
first day of the Plan Year in which the Participant attains age 35.

     If the Employer has specified in Section 1.19 of the Adoption
Agreement that less than 100 percent of a Participant's Account shall be
used to purchase the "qualified preretirement survivor annuity", the
Participant may designate a non-spouse Beneficiary for the balance of the
Participant's vested interest in his Account that is not used to purchase
the "qualified preretirement survivor annuity". Such designation shall not
be subject to the spousal consent requirements of Section 14.06.

14.06. Spouse's Consent to Waiver.  A spouse's written consent to a
Participant's waiver of the "qualified joint and survivor annuity" or
"qualified preretirement survivor annuity" forms of distribution must
acknowledge the effect of the Participant's election and must be witnessed
by a Plan representative or a notary public. In addition, the spouse's
written consent must either (a) specify the form of distribution elected
instead of the "qualified joint and survivor annuity", if applicable, and
that such form may not be changed (except to a "qualified joint and
survivor annuity") without written spousal consent and specify any non-
spouse Beneficiary designated by the Participant, if applicable, and that
such designation may not be changed without written spousal consent or (b)
acknowledge that the spouse has the right to limit consent as provided in
clause (a) above, but permit the Participant to change the form of
distribution elected or the designated Beneficiary without the spouse's
further consent.

     A Participant's spouse shall be deemed to have given written consent
to a Participant's waiver if the Participant establishes to the
satisfaction of a Plan representative that spousal consent cannot be
obtained because the spouse cannot be located or because of other
circumstances set forth in Code Section 401(a)(11) and Treasury Regulations
issued thereunder.

     Any written consent given or deemed to have been given by a
Participant's spouse hereunder shall be irrevocable and shall be effective
only with respect to such spouse and not with respect to any subsequent
spouse.

     A spouse's consent to a Participant's waiver shall be valid only if
the applicable notice described in Section 14.07 or 14.08 has been provided
to the Participant.

14.07. Notice Regarding "Qualified Joint and Survivor Annuity".  The notice
provided to a Participant under Section 14.05 shall include a written
explanation of (a) the terms and conditions of the "qualified joint and
survivor annuity" provided herein, (b) the Participant's right to make, and
the effect of, an election to waive the "qualified joint and survivor
annuity", (c) the rights of the Participant's spouse under Section 14.06,
and (d) the Participant's right to revoke an election to waive the
"qualified joint and survivor annuity" prior to his Annuity Starting Date.

14.08. Notice Regarding "Qualified Preretirement Survivor Annuity".  If a
Participant's Account is subject to the requirements of Section 14.04, the
Administrator shall provide the Participant with a written explanation of
the "qualified preretirement survivor annuity" comparable to the written
explanation provided with respect to the "qualified joint and survivor
annuity", as described in Section 14.07. Such explanation shall be
furnished within whichever of the following periods ends last:

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

     (b)    a reasonable period ending after the Employee becomes an Active
Participant;

     (c)    a reasonable period ending after Section 14.04 first becomes
applicable to the Participant's Account; or

     (d)    in the case of a Participant who separates from service before
age 35, a reasonable period ending after such separation from service.

     For purposes of the preceding sentence, the two-year period beginning
one year prior to the date of the event described in Subsection 14.08(b),
(c) or (d) above, whichever is applicable, and ending one year after such
date shall be considered reasonable, provided, that in the case of a
Participant who separates from service under Subsection 14.08(d) above and
subsequently recommences employment with the Employer, the applicable
period for such Participant shall be redetermined in accordance with this
Section 14.08.

14.09. Former Spouse.  For purposes of this Article, a former spouse of a
Participant shall be treated as the spouse or surviving spouse of the
Participant, and a current spouse shall not be so treated, to the extent
required under a qualified domestic relations order, as defined in Code
Section 414(p).


Article 15. Top-Heavy Provisions.

15.01. Definitions.  For purposes of this Article, the following special
definitions shall apply:

     (a)  "Determination date" means, for any Plan Year subsequent to the
first Plan Year, the last day of the preceding Plan Year. For the first
Plan Year of the Plan, "determination date" means the last day of that Plan
Year.

     (b)  "Determination period" means the Plan Year containing the
"determination date" and the four preceding Plan Years.

     (c)  "Key employee" means any Employee or former Employee (and the
Beneficiary of any such Employee) who at any time during the "determination
period" was (1) an officer of the Employer or a Related Employer whose
annual Compensation exceeds 50 percent of the dollar limitation under Code
Section 415(b)(1)(A), (2) one of the ten Employees whose annual
Compensation from the Employer or a Related Employer exceeds the dollar
limitation under Code Section 415(c)(1)(A) and who owns (or is considered
as owning under Code Section 318) one of the largest interests in the
Employer and all Related Employers, (3) a five percent owner of the
Employer and all Related Employers, or (4) a one percent owner of the
Employer and all Related Employers whose annual Compensation exceeds
$150,000. The determination of who is a "key employee" shall be made in
accordance with Code Section 416(i)(1)  and regulations issued thereunder.

     (d)  "Permissive aggregation group" means the "required aggregation
group" plus any other qualified plans of the Employer or a Related Employer
which, when considered as a group with the "required aggregation group",
would continue to satisfy the requirements of Code Sections 401(a)(4) and
410.

     (e)  "Required aggregation group" means:

          (1)  Each qualified plan of the Employer or Related Employer in
which at least one "key employee" participates, or has participated at any
time during the "determination period" (regardless of whether the plan has
terminated), and

          (2)  any other qualified plan of the Employer or Related Employer
which enables a plan described in Subsection 15.01(e)(1) above to meet the
requirements of Code Section 401(a)(4) or 410.

     (f)    "Top-heavy plan" means a plan in which any of the following
conditions exists:

          (1)  the "top-heavy ratio" for the plan exceeds 60 percent and
the Plan is not part of any "required aggregation group" or "permissive
aggregation group";

          (2)  the plan is a part of a "required aggregation group" but not
part of a "permissive aggregation group" and the "top-heavy ratio" for the
"required aggregation group" exceeds 60 percent; or

          (3)  the plan is a part of a "required aggregation group" and a
"permissive aggregation group" and the "top-heavy ratio" for both groups
exceeds 60 percent.

     (g)  "Top-heavy ratio" means:

          (1)  With respect to the Plan, or with respect to any "required
aggregation group" or "permissive aggregation group" that consists solely
of defined contribution plans (including any simplified employee pension,
as defined in Code Section 408(k)), a fraction, the numerator of which is
the sum of the account balances of all "key employees" under the plans as
of the "determination date" (including any part of any account balance
distributed during the five-year period ending on the "determination
date"), and the denominator of which is the sum of all account balances
(including any part of any account balance distributed during the five-year
period ending on the "determination date") of all participants under the
plans as of the "determination date". Both the numerator and denominator of
the "top-heavy ratio" shall be increased, to the extent required by Code
Section 416, to reflect any contribution which is due but unpaid as of the
"determination date".

          (2)  With respect to any "required aggregation group" or
"permissive aggregation group" that includes one or more defined benefit
plans which, during the five-year period ending on the "determination
date", has covered or could cover an Active Participant in the Plan, a
fraction, the numerator of which is the sum of the account balances under
the defined contribution plans for all "key employees" and the present
value of accrued benefits under the defined benefit plans for all "key
employees", and the denominator of which is the sum of the account balances
under the defined contribution plans for all participants and the present
value of accrued benefits under the defined benefit plans for all
participants. Both the numerator and denominator of the "top-heavy ratio"
shall be increased for any distribution of an account balance or an accrued
benefit made during the five-year period ending on the "determination date"
and any contribution due but unpaid as of the "determination date".

     For purposes of Subsections 15.01(g)(1) and (2) above, the value of
accounts and the present value of accrued benefits shall be determined as
of the most recent "determination date", except as provided in Code Section
416 and the regulations issued thereunder for the first and second plan
years of a defined benefit plan. When aggregating plans, the value of
accounts and accrued benefits shall be calculated with reference to the
"determination dates" that fall within the same calendar year. The present
value of accrued benefits shall be determined using the interest rate and
mortality table specified in Subsection 1.21(b) of the Adoption Agreement.

     The accounts and accrued benefits of a Participant who is not a "key
employee" but who was a "key employee" in a prior year, or who has not
performed services for the Employer or any Related Employer at any time
during the five-year period ending on the "determination date", shall be
disregarded. The calculation of the "top-heavy ratio", and the extent to
which distributions, rollovers, and transfers are taken into account, shall
be made in accordance with Code Section 416 and the regulations issued
thereunder. Deductible employee contributions shall not be taken into
account for purposes of computing the "top-heavy ratio".

     For purposes of determining if the Plan, or any other plan included in
a "required aggregation group" of which the Plan is a part, is a "top-heavy
plan", the accrued benefit in a defined benefit plan of an Employee other
than a "key employee" shall be determined under the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the
Employer or a Related Employer, or, if there is no such method, as if such
benefit accrued not more rapidly than the slowest accrual rate permitted
under the fractional accrual rate of Code Section 411(b)(1)(C).

15.02. Application.  If the Plan is or becomes a "top-heavy plan" in any
Plan Year or is automatically deemed to be a "top-heavy plan" in accordance
with the Employer's selection in Subsection 1.21(a)(1) of the Adoption
Agreement, the provisions of this Article shall apply and shall supersede
any conflicting provision in the Plan.

15.03. Minimum Contribution.  Except as otherwise specifically provided in
this Section 15.03, the Nonelective Employer Contributions made for the
Plan Year on behalf of any Active Participant who is not a "key employee"
shall not be less than the lesser of three percent (or such other
percentage selected by the Employer in Subsection 1.21(c) of the Adoption
Agreement) of such Participant's Compensation for the Plan Year or, in the
case where neither the Employer nor any Related Employer maintains a
defined benefit plan which uses the Plan to satisfy Code Section 401(a)(4)
or 410, the largest percentage of Employer contributions made on behalf of
any "key employee" for the Plan Year, expressed as a percentage of the "key
employee's" Compensation for the Plan Year, unless the Employer has
provided in Subsection 1.21(c) of the Adoption Agreement that the minimum
contribution requirement shall be met under the other plan or plans of the
Employer.

     The minimum contribution required under this Section 15.03 shall be
made to the Account of an Active Participant even though, under other Plan
provisions, the Active Participant would not otherwise be entitled to
receive a contribution, or would have received a lesser contribution for
the Plan Year, because (a) the Active Participant failed to complete the
Hours of Service requirement selected by the Employer in Subsection 1.10(d)
or 1.11(c) of the Adoption Agreement, or (b) the Participant's Compensation
was less than a stated amount; provided, however, that no minimum
contribution shall be made for a Plan Year to the Account of an Active
Participant who is not employed by the Employer or a Related Employer on
the last day of the Plan Year.

     The minimum contribution for the Plan Year made on behalf of each
Active Participant who is not a "key employee" and who is a participant in
a defined benefit plan maintained by the Employer or a Related Employer
shall not be less than five percent of such Participant's Compensation for
the Plan Year, unless the Employer has provided in Subsection 1.21(c) of
the Adoption Agreement that the minimum contribution requirement shall be
met under the other plan or plans of the Employer.

     That portion of a Participant's Account that is attributable to
minimum contributions required under this Section 15.03, to the extent
required to be nonforfeitable under Code Section 416(b), may not be
forfeited under Code Section 411(a)(3)(B).

     Notwithstanding any other provision of the Plan to the contrary, for
purposes of this Article, Compensation shall include amounts that are not
includable in the gross income of the Participant under a salary reduction
agreement by reason of the application of Code Section 125, 132(f)(4),
402(e)(3), 402(h), or 403(b). Compensation shall generally be based on the
amount actually paid to the Eligible Employee during the Plan Year or
during that portion of the Plan Year during which the Eligible Employee is
an Active Participant, as elected by the Employer in Subsection 1.05(c) of
the Adoption Agreement.

15.04. Modification of Allocation Provisions to Meet Minimum Contribution
Requirements.  If the Employer elected a discretionary Nonelective Employer
Contribution in Subsection 1.11(b) of the Adoption Agreement, the
provisions for allocating Nonelective Employer Contributions described in
Subsection 5.10(b) shall be modified as provided herein to meet the minimum
contribution requirements of Section 15.03.

     (a)  If the Employer selected the non-integrated formula in Subsection
1.11(b)(1) of the Adoption Agreement, Nonelective Employer Contributions
shall be allocated as follows:

          (1)  Nonelective Employer Contributions shall be allocated to
each eligible Active Participant, as determined under this Section 15.04,
who is not a "key employee" in the same ratio that the eligible Active
Participant's Compensation for the Plan Year bears to the total
Compensation of all such eligible Active Participants for the Plan Year;
provided, however that such ratio shall not exceed three percent of a
Participant's Compensation for the Plan Year (or such other percentage
selected by the Employer in Subsection 1.21(c) of the Adoption Agreement).

          (2)  If any Nonelective Employer Contributions remain after the
allocation in Subsection 15.04(a)(1) above, the remaining Nonelective
Employer Contributions shall be allocated to each eligible Active
Participant, as determined under this Section 15.04, who is a "key
employee" in the same ratio that the eligible Active Participant's
Compensation for the Plan Year bears to the total Compensation of all such
eligible Active Participants for the Plan Year; provided, however that such
ratio shall not exceed three percent of a Participant's Compensation for
the Plan Year (or such other percentage selected by the Employer in
Subsection 1.21(c) of the Adoption Agreement).

          (3)  If any Nonelective Employer Contributions remain after the
allocation in Subsection 15.04(a)(2) above, the remaining Nonelective
Employer Contributions shall be allocated to each eligible Active
Participant, as determined under this Section 15.04, in the same ratio that
the eligible Active Participant's Compensation for the Plan Year bears to
the total Compensation of all such eligible Active Participants for the
Plan Year.

     (b)  If the Employer selected the integrated formula in Subsection
1.11(b)(2) of the Adoption Agreement, the "permitted disparity limit", as
defined in Subsection 1.11(b)(2) of the Adoption Agreement, shall be
reduced by the percentage allocated under Subsection 15.04(b)(1) or (2)
below, and the allocation steps in Subsection 5.10(b)(2) shall be preceded
by the following steps:

          (1)  Nonelective Employer Contributions shall be allocated to
each eligible Active Participant, as determined under this Section 15.04,
who is not a "key employee" in the same ratio that the eligible Active
Participant's Compensation for the Plan Year bears to the total
Compensation of all such eligible Active Participants for the Plan Year;
provided, however that such ratio shall not exceed three percent of a
Participant's Compensation for the Plan Year (or such other percentage
selected by the Employer in Subsection 1.21(c) of the Adoption Agreement).

          (2)  If any Nonelective Employer Contributions remain after the
allocation in Subsection 15.04(b)(1) above, the remaining Nonelective
Employer Contributions shall be allocated to each eligible Active
Participant, as determined under this Section 15.04, who is a "key
employee" in the same ratio that the eligible Active Participant's
Compensation for the Plan Year bears to the total Compensation of all such
eligible Active Participants for the Plan Year; provided, however that such
ratio shall not exceed three percent of a Participant's Compensation for
the Plan Year (or such other percentage selected by the Employer in
Subsection 1.21(c) of the Adoption Agreement).

          (3)  If any Nonelective Employer Contributions remain after the
allocation in Subsection 15.04(b)(2) above, the remaining Nonelective
Employer Contributions shall be allocated to each eligible Active
Participant in the same ratio that the eligible Active Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of
all eligible Participants for the Plan Year; provided, however, that such
ratio shall not exceed three percent (or such other percentage selected by
the Employer in Subsection 1.21(c) of the Adoption Agreement).

15.05. Adjustment to the Limitation on Contributions and Benefits.  For
Limitation Years beginning prior to January 1, 2000, if the Plan is a "top-
heavy plan", the number 100 shall be substituted for the number 125 in
determining the "defined benefit fraction", as defined in Subsection
6.01(f) and the "defined contribution fraction", as defined in Subsection
6.01(g). However, this substitution shall not take effect with respect to
the Plan in any Plan Year in which the following requirements are
satisfied:

     (a)  The Employer contributions for such Plan Year made on behalf of
each eligible Active Participant, as determined under Section 15.03, who is
not a "key employee" and who is a participant in a defined benefit plan
maintained by the Employer or a Related Employer is not less than 7 1/2
percent of such eligible Active Participant's Compensation.

     (b)  The "top-heavy ratio" for the Plan (or the "required aggregation
group" or "permissible aggregation group", as applicable) does not exceed
90 percent.

     The substitutions of the number 100 for 125 shall not take effect in
any Limitation Year with respect to any Participant for whom no benefits
are accrued or contributions made for the Limitation Year.

15.06. Accelerated Vesting.  For any Plan Year in which the Plan is or is
deemed to be a "top-heavy plan" and all Plan Years thereafter, the top-
heavy vesting schedule selected by the Employer in Subsection 1.21(d) of
the Adoption Agreement shall automatically apply to the Plan. The top-heavy
vesting schedule applies to all benefits within the meaning of Code Section
411(a)(7) except those already subject to a vesting schedule which vests at
least as rapidly in all cases as the schedule elected in Subsection 1.21(d)
of the Adoption Agreement, including benefits accrued before the Plan
becomes a "top-heavy plan". Notwithstanding the foregoing provisions of
this Section 15.06, the top-heavy vesting schedule does not apply to the
Account of any Participant who does not have an Hour of Service after the
Plan initially becomes or is deemed to have become a "top-heavy plan" and
such Employee's Account attributable to Employer Contributions shall be
determined without regard to this Section 15.06.

15.07. Exclusion of Collectively-Bargained Employees.  Notwithstanding any
other provision of this Article 15, Employees who are included in a unit
covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or
more employers shall not be included in determining whether or not the Plan
is a "top-heavy plan". In addition, such Employees shall not be entitled to
a minimum contribution under Section 15.03 or accelerated vesting under
Section 15.06, unless otherwise provided in the collective bargaining
agreement.


Article 16. Amendment and Termination.

16.01. Amendments by the Employer that do Not Affect Prototype Status.  The
Employer reserves the authority through a board of directors' resolution or
similar action, subject to the provisions of Article 1 and Section 16.04,
to amend the Plan as provided herein, and such amendment shall not affect
the status of the Plan as a prototype plan.

     (a)  The Employer may amend the Adoption Agreement to make a change or
changes in the provisions previously elected by it. Such amendment may be
made either by (1) completing an amended Adoption Agreement on which the
Employer has indicated the change or changes, or (2) adopting an amendment,
executed by the Employer only, in the form provided by the Prototype
Sponsor, that provides replacement pages to be inserted into the Adoption
Agreement, which pages include the change or changes. Any such amendment
must be filed with the Trustee.

     (b)  The Employer may make a separate amendment to the Plan as
necessary to satisfy Code Section 415 or 416 because of the required
aggregation of multiple plans by completely overriding the Basic Plan
Document provisions.

     (c)  The Employer may adopt certain model amendments published by the
Internal Revenue Service which specifically provide that their adoption
shall not cause the Plan to be treated as an individually designed plan.

16.02. Amendments by the Employer that Affect Prototype Status.  The
Employer reserves the authority through a board of directors' resolution or
similar action, subject to the provisions of Section 16.04, to amend the
Plan in a manner other than that provided in Section 16.01. However, upon
making such amendment, including, if the Plan is a money purchase pension
plan, a waiver of the minimum funding requirement under Code Section
412(d), the Employer may no longer participate in this prototype plan
arrangement and shall be deemed to have an individually designed plan.
Following such amendment, the Trustee may transfer the assets of the Trust
to the trust forming part of such newly adopted plan upon receipt of
sufficient evidence (such as a determination letter or opinion letter from
the Internal Revenue Service or an opinion of counsel satisfactory to the
Trustee) that such trust shall be a qualified trust under the Code.

16.03. Amendment by the Mass Submitter Sponsor and the Prototype Sponsor.
The Mass Submitter Sponsor may in its discretion amend the mass submitter
prototype plan at any time, subject to the provisions of Article 1 and
Section 16.04, and provided that the Mass Submitter Sponsor mails a copy of
such amendment to each Prototype Sponsor that maintains the prototype plan
or a minor modifier of the prototype plan. Each Prototype Sponsor shall
provide a copy of such amendment to each Employer adopting its prototype
plan at the Employer's last known address as shown on the books maintained
by the Prototype Sponsor or its affiliates.

     The Prototype Sponsor may, in its discretion, amend the Plan or the
Adoption Agreement, subject to the provisions of Article 1 and Section
16.04, and provided that such amendment does not change the Plan's status
as a word for word adoption of the mass submitter prototype plan or a minor
modifier of the mass submitter prototype plan, unless such Prototype
Sponsor elects no longer to be a sponsoring organization with respect to
the mass submitter prototype plan. The Prototype Sponsor shall provide a
copy of such amendment to each Employer adopting its prototype plan at the
Employer's last known address as shown on the books maintained by the
Prototype Sponsor or its affiliates.

16.04. Amendments Affecting Vested and/or Accrued Benefits.  Except as
permitted by Section 16.05, Section 1.19(e) and the Forms of Payment
Addendum to the Adoption Agreement, and/or Code Section 411(d)(6) and
regulations issued thereunder, no amendment to the Plan shall be effective
to the extent that it has the effect of decreasing a Participant's Account
or eliminating an optional form of benefit with respect to benefits
attributable to service before the amendment. Furthermore, if the vesting
schedule of the Plan is amended, the nonforfeitable interest of a
Participant in his Account, determined as of the later of the date the
amendment is adopted or the date it becomes effective, shall not be less
than the Participant's nonforfeitable interest in his Account determined
without regard to such amendment.

     If the Plan is a money purchase pension plan, no amendment to the Plan
that provides for a significant reduction in contributions to the Plan
shall be made unless notice has been furnished to Participants and
alternate payees under a qualified domestic relations order as provided in
ERISA Section 204(h).

     If the Plan's vesting schedule is amended because of a change to "top-
heavy plan" status, as described in Subsection 15.01(f), the accelerated
vesting provisions of Section 15.06 shall continue to apply for all Plan
Years thereafter, regardless of whether the Plan is a "top-heavy plan" for
such Plan Year.

     If the Plan's vesting schedule is amended and an Employee's vested
interest, as calculated by using the amended vesting schedule, is less in
any year than the Employee's vested interest calculated under the Plan's
vesting schedule immediately prior to the amendment, the amended vesting
schedule shall apply only to Employees hired on or after the effective date
of the change in vesting schedule.

16.05. Retroactive Amendments made by Mass Submitter or Prototype Sponsor.
An amendment made by the Mass Submitter Sponsor or Prototype Sponsor in
accordance with Section 16.03 may be made effective on a date prior to the
first day of the Plan Year in which it is adopted if, in published
guidance, the Internal Revenue Service either permits or requires such an
amendment to be made to enable the Plan and Trust to satisfy the applicable
requirements of the Code and all requirements for the retroactive amendment
are satisfied.

16.06. Termination.  The Employer has adopted the Plan with the intention
and expectation that contributions shall be continued indefinitely.
However, said Employer has no obligation or liability whatsoever to
maintain the Plan for any length of time and may amend the Plan to
discontinue contributions under the Plan or terminate the Plan at any time
without any liability hereunder for any such discontinuance or termination.
The Employer may terminate the Plan by written notice delivered to the
Trustee.

16.07. Distribution upon Termination of the Plan.  Upon termination or
partial termination of the Plan or complete discontinuance of contributions
thereunder, each Participant (including a terminated Participant with
respect to amounts not previously forfeited by him) who is affected by such
termination or partial termination or discontinuance shall have a vested
interest in his Account of 100 percent. Subject to Section 12.01 and
Article 14, upon receipt of written instructions from the Administrator,
the Trustee shall distribute to each Participant or other person entitled
to distribution the balance of the Participant's Account in a single lump
sum payment. In the absence of such instructions, the Trustee shall notify
the Administrator of such situation and the Trustee shall be under no duty
to make any distributions under the Plan until it receives written
instructions from the Administrator. Upon the completion of such
distributions, the Trust shall terminate, the Trustee shall be relieved
from all liability under the Trust, and no Participant or other person
shall have any claims thereunder, except as required by applicable law.

     If distribution is to be made to a Participant or Beneficiary who
cannot be located, the Administrator shall give written instructions to the
Trustee to (a) escheat the distributable amount to the State or
Commonwealth of the distributee's last known address or (b) draw a check in
the distributable amount and mail it to the distributee's last known
address. In the absence of such instructions, the Trustee shall make
distribution to the distributee by drawing a check in the distributable
amount and mailing it to the distributee's last known address.

16.08. Merger or Consolidation of Plan; Transfer of Plan Assets.  In case
of any merger or consolidation of the Plan with, or transfer of assets and
liabilities of the Plan to, any other plan, provision must be made so that
each Participant would, if the Plan then terminated, receive a benefit
immediately after the merger, consolidation or transfer which is equal to
or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer if the Plan had
then terminated.


Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds to
or from Other Qualified Plans.

17.01. Amendment and Continuation of Prior Plan.  In the event the Employer
has previously established a plan (the "prior plan") which is a defined
contribution plan under the Code and which on the date of adoption of the
Plan meets the applicable requirements of Code Section 401(a), the Employer
may, in accordance with the provisions of the prior plan, amend and restate
the prior plan in the form of the Plan and become the Employer hereunder,
subject to the following:

     (a) Subject to the provisions of the Plan, each individual who was a
Participant in the prior plan immediately prior to the effective date of
such amendment and restatement shall become a Participant in the Plan.

     (b) Except as provided in Section 16.04, no election may be made under
the vesting provisions of the Adoption Agreement if such election would
reduce the benefits of a Participant under the Plan to less than the
benefits to which he would have been entitled if he voluntarily separated
from the service of the Employer immediately prior to such amendment and
restatement.

     (c) No amendment to the Plan shall decrease a Participant's accrued
benefit or eliminate an optional form of benefit, except as permitted under
Section 1.19(e) and the Forms of Payment Addendum to the Adoption
Agreement.

     (d) The amounts standing to the credit of a Participant's account
immediately prior to such amendment and restatement which represent the
amounts properly attributable to (1) contributions by the Participant and
(2) contributions by the Employer and forfeitures shall constitute the
opening balance of his Account or Accounts under the Plan.

     (e)  Amounts being paid to an Inactive Participant or to a Beneficiary
in accordance with the provisions of the prior plan shall continue to be
paid in accordance with such provisions.

     (f)  Any election and waiver of the "qualified preretirement survivor
annuity", as defined in Section 14.01, in effect after August 23, 1984,
under the prior plan immediately before such amendment and restatement
shall be deemed a valid election and waiver of Beneficiary under Section
14.04 if such designation satisfies the requirements of Sections 14.05 and
14.06, unless and until the Participant revokes such election and waiver
under the Plan.

     (g)  Unless the Employer and the Trustee agree otherwise, all assets
of the predecessor trust shall be deemed to be assets of the Trust as of
the effective date of such amendment. Such assets shall be invested by the
Trustee as soon as reasonably practicable pursuant to Article 8. The
Employer agrees to assist the Trustee in any way requested by the Trustee
in order to facilitate the transfer of assets from the predecessor trust to
the Trust Fund.

17.02. Transfer of Funds from an Existing Plan.  The Employer may from time
to time direct the Trustee, in accordance with such rules as the Trustee
may establish, to accept cash, allowable Fund Shares or participant loan
promissory notes transferred for the benefit of Participants from a trust
forming part of another qualified plan under the Code, provided such plan
is a defined contribution plan. Such transferred assets shall become assets
of the Trust as of the date they are received by the Trustee. Such
transferred assets shall be credited to Participants' Accounts in
accordance with their respective interests immediately upon receipt by the
Trustee. A Participant's interest under the Plan in transferred assets
which were fully vested and nonforfeitable under the transferring plan or
which were transferred to the Plan in a manner intended to satisfy the
requirements of subsection (b) of this Section 17.02 shall be fully vested
and nonforfeitable at all times. A Participant's interest under the Plan in
transferred assets which were transferred to the Plan in a manner intended
to satisfy the requirements of subsection (a) of this Section 17.02 shall
be determined in accordance with the terms of the Plan unless the
transferor plan's vesting schedule is more favorable.  Such transferred
assets shall be invested by the Trustee in accordance with the provisions
of Subsection 17.01(g) as if such assets were transferred from a prior
plan. Except as otherwise provided below, no transfer of assets in
accordance with this Section 17.02 may cause a loss of an accrued or
optional form of benefit protected by Code Section 411(d)(6).

     Effective for transfers made on or after January 1, 2002, the terms of
the Plan as in effect at the time of the transfer shall apply to the
amounts transferred regardless of whether such application would have the
effect of eliminating or reducing an optional form of benefit protected by
Code Section 411(d)(6) which was previously available with respect to any
amount transferred to the Plan pursuant to this Section 17.02, provided
that such transfer satisfies the requirements set forth in either (a) or
(b):

     (a) (1) The transfer is conditioned upon a voluntary, fully informed
election by the Participant to transfer his entire account balance to the
Plan.  As an alternative to the transfer, the Participant is offered the
opportunity to retain the form of benefit previously available to him (or,
if the transferor plan is terminated, to receive any optional form of
benefit for which the participant is eligible under the transferor plan as
required by Code Section 411(d)(6));

         (2)    If the defined contribution plan from which the transfer is
made is a money purchase pension plan, the Plan is a money purchase plan
or, if the defined contribution plan from which the transfer is made
includes a qualified cash or deferred arrangement, the Plan includes a cash
or deferred arrangement; and

         (3) The transfer is made either in connection with an asset or
stock acquisition, merger or other similar transaction involving a change
in employer of the employees of a trade or business (i.e., an acquisition
or disposition within the meaning of Section 1.410(b)-2(f)) or in
connection with the participant's change in employment status such that the
participant is not entitled to additional allocations under the transferor
plan.

      (b)(1) The transfer satisfies the requirements of subsection (a)(1)
of this Section 17.02;

         (2) The transfer occurs at a time when the Participant is
eligible, under the terms of the transferor plan, to receive an immediate
distribution of his account;

         (3) If the transfer occurs on or after January 1, 2002, the
transfer occurs at a time when the participant is not eligible to receive
an immediate distribution of his entire nonforfeitable account balance in a
single sum distribution that would consist entirely of an eligible rollover
distribution within the meaning of Code Section 401(a)(31)(C); and

         (4) The amount transferred, together with the amount of any
contemporaneous Code Section 401(a)(31) direct rollover to the Plan, equals
the entire nonforfeitable account of the participant whose account is being
transferred.

     It is the Employer's obligation to ensure that all assets of the Plan,
other than those maintained in a separate trust or fund pursuant to the
provisions of Section 20.10, are transferred to the Trustee. The Trustee
shall have no liability for and no duty to inquire into the administration
of such transferred assets for periods prior to the transfer.

17.03. Acceptance of Assets by Trustee.  The Trustee shall not accept
assets which are not either in a medium proper for investment under the
Plan, as set forth in the Plan and the Service Agreement, or in cash. Such
assets shall be accompanied by instructions in writing (or such other
medium as may be acceptable to the Trustee) showing separately the
respective contributions by the prior employer and by the Participant, and
identifying the assets attributable to such contributions. The Trustee
shall establish such accounts as may be necessary or appropriate to reflect
such contributions under the Plan. The Trustee shall hold such assets for
investment in accordance with the provisions of Article 8, and shall in
accordance with the written instructions of the Employer make appropriate
credits to the Accounts of the Participants for whose benefit assets have
been transferred.

17.04. Transfer of Assets from Trust.  Effective on or after January 1,
2002, the Employer may direct the Trustee to transfer all or a specified
portion of the Trust assets to any other plan or plans maintained by the
Employer or the employer or employers of an Inactive Participant or
Participants, provided that the Trustee has received evidence satisfactory
to it that such other plan meets all applicable requirements of the Code,
subject to the following:

     (a)  The assets so transferred shall be accompanied by instructions in
writing (or such other medium as may be acceptable to the Trustee) from the
Employer naming the persons for whose benefit such assets have been
transferred, showing separately the respective contributions by the
Employer and by each Inactive Participant, if any, and identifying the
assets attributable to the various contributions. The Trustee shall not
transfer assets hereunder until all applicable filing requirements are met.
The Trustee shall have no further liabilities with respect to assets so
transferred.

     (b) A transfer of assets made pursuant to this Section 17.04 may
result in the elimination or reduction of an optional form of benefit
protected by Code Section 411(d)(6), provided that the transfer satisfies
the requirements set forth in either (1) or (2):

          (1)(i) The transfer is conditioned upon a voluntary, fully
informed election by the Participant to transfer his entire Account to the
other defined contribution plan.  As an alternative to the transfer, the
Participant is offered the opportunity to retain the form of benefit
previously available to him (or, if the Plan is terminated, to receive any
optional form of benefit for which the Participant is eligible under the
Plan as required by Code Section 411(d)(6));

          (ii)    If the Plan is a money purchase pension plan, the defined
contribution plan to which the transfer is made must be a money purchase
pension plan and if the Plan includes a qualified cash or deferred
arrangement under Code Section 401(k), the defined contribution plan to
which the transfer is made must include a qualified cash or deferred
arrangement; and

          (iii)    The transfer is made either in connection with an asset
or stock acquisition, merger or other similar transaction involving a
change in employer of the employees of a trade or business (i.e., an
acquisition or disposition within the meaning of Section 1.410(b)-2(f)) or
in connection with the Participant's change in employment status such that
the Participant becomes an Inactive Participant.

          (2)(i) The transfer satisfies the requirements of
subsection (1)(i) of this Section 17.04;

          (ii) The transfer occurs at a time when the Participant is
eligible, under the terms of the Plan, to receive an immediate distribution
of his benefit;

          (iii) If the transfer occurs on or after January 1, 2002, the
transfer occurs at a time when the Participant is not eligible to receive
an immediate distribution of his entire nonforfeitable Account in a single
sum distribution that would consist entirely of an eligible rollover
distribution within the meaning of Code Section 401(a)(31)(C);

         (iv) The Participant is fully vested in the transferred amount in
the transferee plan; and

         (v) The amount transferred, together with the amount of any
contemporaneous Code Section 401(a)(31) direct rollover to the transferee
plan, equals the entire nonforfeitable Account of the Participant whose
Account is being transferred.

Article 18. Miscellaneous.

18.01. Communication to Participants.  The Plan shall be communicated to
all Eligible Employees by the Employer promptly after the Plan is adopted.

18.02. Limitation of Rights.  Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account,
nor the payment of any benefits, shall be construed as giving to any
Participant or other person any legal or equitable right against the
Employer, Administrator or Trustee, except as provided herein; and in no
event shall the terms of employment or service of any Participant be
modified or in any way affected hereby. It is a condition of the Plan, and
each Participant expressly agrees by his participation herein, that each
Participant shall look solely to the assets held in the Trust for the
payment of any benefit to which he is entitled under the Plan.

18.03. Nonalienability of Benefits. Except as provided in Code Sections
401(a)(13)(C) and (D) (relating to offsets ordered or required under a
criminal conviction involving the Plan, a civil judgment in connection with
a violation or alleged violation of fiduciary responsibilities under ERISA,
or a settlement agreement between the Participant and the Department of
Labor in connection with a violation or alleged violation of fiduciary
responsibilities under ERISA), Section 1.401(a)-13(b)(2) of the Treasury
Regulations (relating to Federal tax levies), or as otherwise required by
law, the benefits provided hereunder shall not be subject to alienation,
assignment, garnishment, attachment, execution or levy of any kind, either
voluntarily or involuntarily, and any attempt to cause such benefits to be
so subjected shall not be recognized. The preceding sentence shall also
apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant pursuant to a domestic relations
order, unless such order is determined by the Administrator to be a
qualified domestic relations order, as defined in Code Section 414(p), or
any domestic relations order entered before January 1, 1985.

18.04. Qualified Domestic Relations Orders Procedures. The Administrator
must establish reasonable procedures to determine the qualified status of a
domestic relations order. Upon receiving a domestic relations order, the
Administrator shall promptly notify the Participant and any alternate payee
named in the order, in writing, of the receipt of the order and the Plan's
procedures for determining the qualified status of the order. Within a
reasonable period of time after receiving the domestic relations order, the
Administrator must determine the qualified status of the order and must
notify the Participant and each alternate payee, in writing, of its
determination. The Administrator shall provide such notice by mailing to
the individual's address specified in the domestic relations order, or in a
manner consistent with the Department of Labor regulations.

     If any portion of the Participant's Account is payable during the
period the Administrator is making its determination of the qualified
status of the domestic relations order, the Administrator must make a
separate accounting of the amounts payable. If the Administrator determines
the order is a qualified domestic relations order within 18 months of the
date amounts first are payable following receipt of the order, the
Administrator shall direct the Trustee to distribute the payable amounts in
accordance with the order. If the Administrator does not make his
determination of the qualified status of the order within the 18-month
determination period, the Administrator shall direct the Trustee to
distribute the payable amounts in the manner the Plan would distribute if
the order did not exist and shall apply the order prospectively if the
Administrator later determines the order is a qualified domestic relations
order.

     The Trustee shall set up segregated accounts for each alternate payee
when properly notified by the Administrator.

     A domestic relations order shall not fail to be deemed a qualified
domestic relations order merely because it requires the distribution or
segregation of all or part of a Participant's Account with respect to an
alternate payee prior to the Participant's earliest retirement age (as
defined in Code Section 414(p)) under the Plan. A distribution to an
alternate payee prior to the Participant's attainment of the earliest
retirement age is available only if (a) the order specifies distribution at
that time and (b) if the present value of the alternate payee's benefits
under the Plan exceeds $5,000 as determined under Section 13.02 (or such
larger amount as may be specified in Code Section 417(e)(1)), and the order
requires, and the alternate payee consents to, a distribution occurring
prior to the Participant's attainment of earliest retirement age.

18.05. Additional Rules for Paired Plans.  If the Employer has adopted both
a money purchase pension plan and a profit sharing plan under this Basic
Plan Document which are to be considered paired plans, the elections in
Section 1.04 of the Adoption Agreement must be identical with respect to
both plans. When the paired plans are "top-heavy plans", as defined in
Subsection 15.01(f), or are deemed to be "top-heavy plans", the money
purchase pension plan shall provide the minimum contribution required under
Section 15.03, unless contributions under the money purchase pension plan
are frozen.

18.06. Application of Plan Provisions in Multiple Employer Plans.
Notwithstanding any other provision of the Plan to the contrary, if one of
the Employers designated in Subsection 1.02(b) of the Adoption Agreement is
not a Related Employer, the Prototype Sponsor reserves the right to take
any or all of the following actions:

     (a)  treat the Plan as a multiple employer plan;

     (b)  permit the Employer to amend the Plan to exclude the un-Related
Employer from participation in the Plan; or

     (c)  treat the Employer as having amended the Plan in the manner
described in Section 16.02 such that the Employer may no longer participate
in this prototype plan arrangement.

     For the period, if any, that the Prototype Sponsor elects to treat the
Plan as a multiple employer plan, each un-Related Employer shall be treated
as a separate Employer for purposes of contributions, application of the
"ADP" and "ACP" tests described in Sections 6.03 and 6.06, application of
the Code Section 415 limitations described in Section 6.12, top-heavy
determinations and application of the top-heavy requirements under Article
15, and application of such other Plan provisions as the Employers
determine to be appropriate. For any such period, the Prototype Sponsor
shall continue to treat the Employer as participating in this prototype
plan arrangement for purposes of Plan administration, notices or other
communications in connection with the Plan, and other Plan-related
services; provided, however, that if the Employer applies to the Internal
Revenue Service for a determination letter, the multiple employer plan
shall be filed on the form appropriate for multiple employer plans. The
Administrator shall be responsible for administering the Plan as a multiple
employer plan.

18.07. Veterans Reemployment Rights.  Notwithstanding any other provision
of the Plan to the contrary, contributions, benefits, and service credit
with respect to qualified military service shall be provided in accordance
with Code Section 414(u). The Administrator shall notify the Trustee of any
Participant with respect to whom additional contributions are made because
of qualified military service.

18.08. Facility of Payment.  In the event the Administrator determines, on
the basis of medical reports or other evidence satisfactory to the
Administrator, that the recipient of any benefit payments under the Plan is
incapable of handling his affairs by reason of minority, illness, infirmity
or other incapacity, the Administrator may direct the Trustee to disburse
such payments to a person or institution designated by a court which has
jurisdiction over such recipient or a person or institution otherwise
having the legal authority under state law for the care and control of such
recipient. The receipt by such person or institution of any such payments
shall be complete acquittance therefore, and any such payment to the extent
thereof, shall discharge the liability of the Trust for the payment of
benefits hereunder to such recipient.

18.09. Information between Employer and Trustee.  The Employer agrees to
furnish the Trustee, and the Trustee agrees to furnish the Employer, with
such information relating to the Plan and Trust as may be required by the
other in order to carry out their respective duties hereunder, including
without limitation information required under the Code and any regulations
issued or forms adopted by the Treasury Department thereunder or under the
provisions of ERISA and any regulations issued or forms adopted by the
Department of Labor thereunder.

18.10. Effect of Failure to Qualify Under Code.  Notwithstanding any other
provision contained herein, if the Employer fails to obtain or retain
approval of the Plan by the Internal Revenue Service as a qualified Plan
under the Code, the Employer may no longer participate in this prototype
Plan arrangement and shall be deemed to have an individually designed plan.

18.11. Directions, Notices and Disclosure.  Any notice or other
communication in connection with this Plan shall be deemed delivered in
writing if addressed as provided below and if either actually delivered at
said address or, in the case of a letter, three business days shall have
elapsed after the same shall have been deposited in the United States
mails, first-class postage prepaid and registered or certified:

     (a)  If to the Employer or Administrator, to it at the address set
forth in the Adoption Agreement, and, if to the Employer, to the attention
of the contact specified in Subsection 1.02(a) of the Adoption Agreement;

     (b)  If to the Trustee, to it at the address set forth in Subsection
1.03(a) the Adoption Agreement;

or, in each case at such other address as the addressee shall have
specified by written notice delivered in accordance with the foregoing to
the addressor's then effective notice address.

     Any direction, notice or other communication provided to the Employer,
the Administrator or the Trustee by another party which is stipulated to be
in written form under the provisions of this Plan may also be provided in
any medium which is permitted under applicable law or regulation. Any
written communication or disclosure to Participants required under the
provisions of this Plan may be provided in any other medium (electronic,
telephone or otherwise) that is permitted under applicable law or
regulation.

18.12. Governing Law.  The Plan and the accompanying Adoption Agreement
shall be construed, administered and enforced according to ERISA, and to
the extent not preempted thereby, the laws of the Commonwealth of
Massachusetts.

     Nothing contained in Sections 8.02, 19.01 or 19.05 or this Section
18.13 shall be construed in a manner which subjects a governmental plan (as
defined in Code Section 414(d)) or a non-electing church plan (as described
in Code Section 410(d)) to the fiduciary provisions of Title I of ERISA.

Article 19. Plan Administration.

19.01. Powers and Responsibilities of the Administrator.  The Administrator
has the full power and the full responsibility to administer the Plan in
all of its details, subject, however, to the requirements of ERISA. In
addition to the powers and authorities expressly conferred upon it in the
Plan, the Administrator shall have all such powers and authorities as may
be necessary to carry out the provisions of the Plan, including the
discretionary power and authority to interpret and construe the provisions
of the Plan, such interpretation to be final and conclusive on all persons
claiming benefits under the Plan; to make benefit determinations; to
utilize the correction programs or systems established by the Internal
Revenue Service (such as the Employee Plans Compliance and Resolution
System) or the Department of Labor; and to resolve any disputes arising
under the Plan. The Administrator may, by written instrument, allocate and
delegate its fiduciary responsibilities in accordance with ERISA Section
405, including allocation of such responsibilities to an administrative
committee formed to administer the Plan.

19.02. Nondiscriminatory Exercise of Authority.  Whenever, in the
administration of the Plan, any discretionary action by the Administrator
is required, the Administrator shall exercise its authority in a
nondiscriminatory manner so that all persons similarly situated shall
receive substantially the same treatment.

19.03. Claims and Review Procedures.  Except to the extent that the
provisions of any collective-bargaining agreement provide another method of
resolving claims for benefits under the Plan, the provisions of this
Section 19.03 shall control with respect to the resolution of such claims;
provided, however, that the Employer may institute alternative claims
procedures that are more restrictive on the Employer and more generous with
respect to persons claiming a benefit under the Plan.

     (a)  Claims Procedure. Whenever a request for benefits under the Plan
is wholly or partially denied, the Administrator shall notify the person
claiming such benefits of its decision in writing. Such notification shall
contain (1) specific reasons for the denial of the claim, (2) specific
reference to pertinent Plan provisions, (3) a description of any additional
material or information necessary for such person to perfect such claim and
an explanation of why such material or information is necessary, and (4)
information as to the steps to be taken if the person wishes to submit a
request for review. Such notification shall be given within 90 days after
the claim is received by the Administrator (or within 180 days, if special
circumstances require an extension of time for processing the claim, and if
written notice of such extension and circumstances is given to such person
within the initial 90-day period). If such notification is not given within
such period, the claim shall be considered denied as of the last day of
such period and such person may request a review of his claim.

     (b)  Review Procedure. Within 60 days after the date on which a person
receives a written notice of a denied claim (or, if applicable, within 60
days after the date on which such denial is considered to have occurred),
such person (or his duly authorized representative) may (1) file a written
request with the Administrator for a review of his denied claim and of
pertinent documents and (2) submit written issues and comments to the
Administrator. The Administrator shall notify such person of its decision
in writing. Such notification shall be written in a manner calculated to be
understood by such person and shall contain specific reasons for the
decision as well as specific references to pertinent Plan provisions. The
decision on review shall be made within 60 days after the request for
review is received by the Administrator (or within 120 days, if special
circumstances require an extension of time for processing the request, such
as an election by the Administrator to hold a hearing, and if written
notice of such extension and circumstances is given to such person within
the initial 60-day period). If the decision on review is not made within
such period, the claim shall be considered denied.

19.04. Named Fiduciary.  The Administrator is a "named fiduciary" for
purposes of ERISA Section 402(a)(1) and has the powers and responsibilities
with respect to the management and operation of the Plan described herein.

19.05. Costs of Administration.  Unless some or all are paid by the
Employer, all reasonable costs and expenses (including legal, accounting,
and employee communication fees) incurred by the Administrator and the
Trustee in administering the Plan and Trust may be paid from the
forfeitures (if any) resulting under Section 11.08, or from the remaining
Trust Fund. All such costs and expenses paid from the Trust Fund shall,
unless allocable to the Accounts of particular Participants, be charged
against the Accounts of all Participants on a pro rata basis or in such
other reasonable manner as may be directed by the Employer and accepted by
the Trustee.


Article 20. Trust Agreement.

20.01. Acceptance of Trust Responsibilities.  By executing the Adoption
Agreement, the Employer establishes a trust to hold the assets of the Plan
that are invested in Permissible Investments. By executing the Adoption
Agreement, the Trustee agrees to accept the rights, duties and
responsibilities set forth in this Article. If the Plan is an amendment and
restatement of a prior plan, the Trustee shall have no liability for and no
duty to inquire into the administration of the assets of the Plan for
periods prior to the date such assets are transferred to the Trust.

20.02. Establishment of Trust Fund.  A trust is hereby established under
the Plan. The Trustee shall open and maintain a trust account for the Plan
and, as part thereof, Accounts for such individuals as the Employer shall
from time to time notify the Trustee are Participants in the Plan. The
Trustee shall accept and hold in the Trust Fund such contributions on
behalf of Participants as it may receive from time to time from the
Employer. The Trust Fund shall be fully invested and reinvested in
accordance with the applicable provisions of the Plan in Fund Shares or as
otherwise provided in Section 20.10.

     The Trust is intended to qualify as a domestic trust in accordance
with Code Section 7701(a)(30)(E) and any regulations issued thereunder.
Accordingly, only United States persons (as defined in Code Section
7701(a)(30) may have the authority to control all substantial decisions
regarding the Trust (including decisions to appoint, retain or replace the
Trustee), unless the Plan filed a domestic trust election pursuant to
Treasury Regulation Section 301.7701-7(f) or any subsequent guidance issued
by the Internal Revenue Service, or except as otherwise provided in
applicable regulation or legislation.

20.03. Exclusive Benefit.  The Trustee shall hold the assets of the Trust
Fund for the exclusive purpose of providing benefits to Participants and
Beneficiaries and defraying the reasonable expenses of administering the
Plan. No assets of the Plan shall revert to the Employer except as
specifically permitted by the terms of the Plan.

20.04. Powers of Trustee.  The Trustee shall have no discretion or
authority with respect to the investment of the Trust Fund but shall act
solely as a directed trustee of the funds contributed to it. In addition to
and not in limitation of such powers as the Trustee has by law or under any
other provisions of the Plan, the Trustee shall have the following powers,
each of which the Trustee exercises solely as directed Trustee in
accordance with the written direction of the Employer except to the extent
a Plan asset is subject to Participant direction of investment and provided
that no such power shall be exercised in any manner inconsistent with the
provisions of ERISA:

     (a)  to deal with all or any part of the Trust Fund and to invest all
or a part of the Trust Fund in Permissible Investments, without regard to
the law of any state regarding proper investment;

     (b)  to transfer to and invest all or any part of the Trust in any
collective investment trust which is then maintained by a bank or trust
company (or any affiliate) and which is tax-exempt pursuant to Code Section
501(a) and Rev. Rul. 81-100; provided that such collective investment trust
is a Permissible Investment; and provided, further, that the instrument
establishing such collective investment trust, as amended from time to
time, shall govern any investment therein, and is hereby made a part of the
Plan and this Trust Agreement to the extent of such investment therein;

     (c)  to retain uninvested such cash as it may deem necessary or
advisable, without liability for interest thereon, for the administration
of the Trust;

     (d)  to sell, lease, convert, redeem, exchange, or otherwise dispose
of all or any part of the assets constituting the Trust Fund;

     (e)  to borrow funds from a bank or other financial institution not
affiliated with the Trustee in order to provide sufficient liquidity to
process Plan transactions in a timely fashion, provided that the cost of
borrowing shall be allocated in a reasonable fashion to the Permissible
Investment(s) in need of liquidity;

     (f)  to enforce by suit or otherwise, or to waive, its rights on
behalf of the Trust, and to defend claims asserted against it or the Trust,
provided that the Trustee is indemnified to its satisfaction against
liability and expenses;

     (g)  to employ such agents and counsel as may be reasonably necessary
in collecting, managing, administering, investing, distributing and
protecting the Trust Fund or the assets thereof and to pay them reasonable
compensation;

     (h)  to compromise, adjust and settle any and all claims against or in
favor of it or the Trust;

     (i)  to oppose, or participate in and consent to the reorganization,
merger, consolidation, or readjustment of the finances of any enterprise,
to pay assessments and expenses in connection therewith, and to deposit
securities under deposit agreements;

     (j)  to apply for or purchase annuity contracts in accordance with
Article 14;

     (k)  to hold securities unregistered, or to register them in its own
name or in the name of nominees;

     (l)  to appoint custodians to hold investments within the jurisdiction
of the district courts of the United States and to deposit securities with
stock clearing corporations or depositories or similar organizations;

     (m)  to make, execute, acknowledge and deliver any and all instruments
that it deems necessary or appropriate to carry out the powers herein
granted;

     (n)  generally to exercise any of the powers of an owner with respect
to all or any part of the Trust Fund; and

     (o)  to take all such actions as may be necessary under the Trust
Agreement, to the extent consistent with applicable law.

     The Employer specifically acknowledges and authorizes that affiliates
of the Trustee may act as its agent in the performance of ministerial,
nonfiduciary duties under the Trust. The expenses and compensation of such
agent shall be paid by the Trustee.

     The Trustee shall provide the Employer with reasonable notice of any
claim filed against the Plan or Trust or with regard to any related matter,
or of any claim filed by the Trustee on behalf of the Plan or Trust or with
regard to any related matter.

20.05. Accounts.  The Trustee shall keep full accounts of all receipts and
disbursements and other transactions hereunder. Within 120 days after the
close of each Plan Year, within 90 days after termination of the Trust, and
at such other times as may be appropriate, the Trustee shall determine the
then net fair market value of the Trust Fund as of the close of the Plan
Year, as of the termination of the Trust, or as of such other time,
whichever is applicable, and shall render to the Employer and Administrator
an account of its administration of the Trust during the period since the
last such accounting, including all allocations made by it during such
period.

20.06. Approval of Accounts.  To the extent permitted by law, the written
approval of any account by the Employer or Administrator shall be final and
binding, as to all matters and transactions stated or shown therein, upon
the Employer, Administrator, Participants and all persons who then are or
thereafter become interested in the Trust. The failure of the Employer or
Administrator to notify the Trustee within six months after the receipt of
any account of its objection to the account shall, to the extent permitted
by law, be the equivalent of written approval. If the Employer or
Administrator files any objections within such six month period with
respect to any matters or transactions stated or shown in the account, and
the Employer or Administrator and the Trustee cannot amicably settle the
question raised by such objections, the Trustee shall have the right to
have such questions settled by judicial proceedings. Nothing herein
contained shall be construed so as to deprive the Trustee of the right to
have judicial settlement of its accounts. In any proceeding for a judicial
settlement of any account or for instructions, the only necessary parties
shall be the Trustee, the Employer and the Administrator.

20.07. Distribution from Trust Fund.  The Trustee shall make such
distributions from the Trust Fund as the Employer or Administrator may
direct (in writing or such other medium as may be acceptable to the
Trustee), consistent with the terms of the Plan and either for the
exclusive benefit of Participants or their Beneficiaries, or for the
payment of expenses of administering the Plan.

20.08. Transfer of Amounts from Qualified Plan.  If amounts are to be
transferred to the Plan from another qualified plan or trust under Code
Section 401(a), such transfer shall be made in accordance with the
provisions of the Plan and with such rules as may be established by the
Trustee. The Trustee shall only accept assets which are in a medium proper
for investment under this Trust Agreement or in cash, and that are
accompanied in a timely manner, as agreed to by the Administrator and the
Trustee, by instructions in writing (or such other medium as may be
acceptable to the Trustee) showing separately the respective contributions
by the prior employer and the transferring Employee, the records relating
to such contributions, and identifying the assets attributable to such
contributions. The Trustee shall hold such assets for investment in
accordance with the provisions of this Trust Agreement.

20.09. Transfer of Assets from Trust.  Subject to the provisions of the
Plan, the Employer may direct the Trustee to transfer all or a specified
portion of the Trust assets to any other plan or plans maintained by the
Employer or the employer or employers of an Inactive Participant or
Participants, provided that the Trustee has received evidence satisfactory
to it that such other plan meets all applicable requirements of the Code.
The assets so transferred shall be accompanied by written instructions from
the Employer naming the persons for whose benefit such assets have been
transferred, showing separately the respective contributions by the
Employer and by each Participant, if any, and identifying the assets
attributable to the various contributions. The Trustee shall have no
further liabilities with respect to assets so transferred.

20.10. Separate Trust or Fund for Existing Plan Assets.  With the consent
of the Trustee, the Employer may maintain a trust or fund (including a
group annuity contract) under this prototype plan document separate from
the Trust Fund for Plan assets purchased prior to the adoption of this
prototype plan document which are not Permissible Investments listed in the
Service Agreement. The Trustee shall have no authority and no
responsibility for the Plan assets held in such separate trust or fund. The
Employer shall be responsible for assuring that such separate trust or fund
is maintained pursuant to a separate trust agreement signed by the Employer
and the trustee. The duties and responsibilities of the trustee of a
separate trust shall be provided by the separate trust agreement, between
the Employer and the trustee.

     Notwithstanding the preceding paragraph, the Trustee or an affiliate
of the Trustee may agree in writing to provide ministerial recordkeeping
services for guaranteed investment contracts held in the separate trust or
fund. The guaranteed investment contract(s) shall be valued as directed by
the Employer or the trustee of the separate trust.

     The trustee of the separate trust (hereafter referred to as "trustee")
shall be the owner of any insurance contract purchased prior to the
adoption of this prototype plan document. The insurance contract(s) must
provide that proceeds shall be payable to the trustee; provided, however,
that the trustee shall be required to pay over all proceeds of the
contract(s) to the Participant's designated Beneficiary in accordance with
the distribution provisions of this Plan. A Participant's spouse shall be
the designated Beneficiary of the proceeds in all circumstances unless a
qualified election has been made in accordance with Article 14. Under no
circumstances shall the trust retain any part of the proceeds. In the event
of any conflict between the terms of the Plan and the terms of any
insurance contract purchased hereunder, the Plan provisions shall control.

     Any life insurance contracts held in the Trust Fund or in the separate
trust are subject to the following limits:

     (a)  Ordinary life - For purposes of these incidental insurance
provisions, ordinary life insurance contracts are contracts with both
nondecreasing death benefits and nonincreasing premiums. If such contracts
are held, less than 1/2 of the aggregate employer contributions allocated
to any Participant shall be used to pay the premiums attributable to them.

     (b)  Term and universal life - No more than 1/4 of the aggregate
employer contributions allocated to any participant shall be used to pay
the premiums on term life insurance contracts, universal life insurance
contracts, and all other life insurance contracts which are not ordinary
life.

     (c)  Combination - The sum of 1/2 of the ordinary life insurance
premiums and all other life insurance premiums shall not exceed 1/4 of the
aggregate employer contributions allocated to any Participant.

20.11. Self-Directed Brokerage Option.  If one of the Permissible
Investments under the Plan is the self-directed brokerage option, the
Employer hereby directs the Trustee to use Fidelity Brokerage Services LLC,
Member NYSE, SIPC or any of the Trustee's affiliates or subsidiaries
(collectively, "FBS"), an affiliate of the Trustee, to purchase or sell
individual securities for Participant Accounts in accordance with
investment directions provided by such Participants. The provision of
brokerage services by FBS shall be subject to the following:

     (a)  The Trustee shall provide the Employer with an annual report
which summarizes brokerage transactions and transaction-related charges
incurred by the Plan.

     (b) Any successor organization of FBS, through reorganization,
consolidation, merger, or otherwise, shall, upon consummation of such
transaction, become the successor broker in accordance with the terms of
this direction provision.

     (c)  The Trustee and FBS shall continue to rely on this direction
provision until notified to the contrary. The Employer reserves the right
to terminate this direction upon sixty (60) days written notice to FBS (or
its successor) and the Trustee, and such termination shall also have the
effect of terminating the self-directed brokerage option for the Plan.

     (d)  The Trustee shall provide the Employer with a list of the types
of securities that may not be purchased or held under this self-directed
brokerage option. The Trustee shall provide the Employer with
administrative procedures and fees governing investment in and withdrawals
or exchanges from the self-directed brokerage option. The Trustee shall
have no liability in the event a Participant purchases a restricted
security.

     (e)  Participants may authorize the use of an agent to have limited
trading authority over assets in their Accounts invested under the self-
directed brokerage option provided that the Participant completes and files
with FBS a limited trading authorization and indemnification form in the
form prescribed by FBS.

     (f)    FBS shall provide all proxies and other shareholder materials
to each Participant with such securities allocated to his or her Account
under the self-directed brokerage option. The Participant shall have the
authority to direct the exercise of all shareholder rights attributable to
the securities allocated to his or her Account and it is intended that all
such Participant directions shall be subject to ERISA Section 404(c). The
Trustee shall not exercise any such shareholder rights in the absence of a
direction from the Participant.

     (g)  Self-directed brokerage accounts held under the Plan are subject
to fees as more fully described in the related self-directed brokerage
documents provided to the Employer. If there are insufficient funds to
cover the self-directed brokerage account trades and expenses, a
liquidation may be made to cover the debit balance and, in doing so, the
Trustee shall not be deemed to have exercised any discretion.

20.12. Employer Stock Investment Option.  If one of the Permissible
Investments is equity securities issued by the Employer or a Related
Employer ("Employer Stock"), such Employer Stock must be publicly traded
and "qualifying employer securities" within the meaning of Section
401(d)(5) of ERISA. Plan investments in Employer Stock shall be made via
the Employer Stock Investment Fund (the "Stock Fund") which shall consist
of either (i) the shares of Employer Stock held for each Participant who
participates in the Stock Fund (a "Share Accounting Stock Fund"), or (ii) a
combination of shares of Employer Stock and short-term liquid investments,
consisting of mutual fund shares or commingled money market pool units as
agreed to by the Employer and the Trustee, which are necessary to satisfy
the Stock Fund's cash needs for transfers and payments (a "Unitized Stock
Fund"). Dividends received by the Stock Fund are reinvested in additional
shares of Employer Stock or, in the case of a Unitized Stock Fund, in
short-term liquid investments. The determination of whether each
Participant's interest in the Stock Fund is administered on a share-
accounting or a unitized basis shall be determined by the Employer's
election in the Service Agreement.

In the case of a Unitized Stock Fund, such units shall represent a
proportionate interest in all assets of the Unitized Stock Fund, which
includes shares of Employer Stock, short-term investments, and at times,
receivables for dividends and/or Employer Stock sold and payables for
Employer Stock purchased. A net asset value per unit shall be determined
daily for each cash unit outstanding of the Unitized Stock Fund. The return
earned by the Unitized Stock Fund shall represent a combination of the
dividends paid on the shares of Employer Stock held by the Unitized Stock
Fund, gains or losses realized on sales of Employer Stock, appreciation or
depreciation in the market price of those shares owned, and interest on the
short-term investments held by the Unitized Stock Fund. A target range for
the short-term liquid investments shall be maintained for the Unitized
Stock Fund. The Named Fiduciary shall, after consultation with the Trustee,
establish and communicate to the Trustee in writing such target range and a
drift allowance for such short-term liquid investments.  Such target range
and drift allowance may be changed by the Named Fiduciary, after
consultation with the Trustee, provided any such change is communicated to
the Trustee in writing.  The Trustee is responsible for ensuring that the
actual short-term liquid investments held in the Unitized Stock Fund fall
within the agreed upon target range over time, subject to the Trustee's
ability to execute open-market trades in Employer Stock or to otherwise
trade with the Employer.

     Investments in Employer Stock shall be subject to the following
limitations:

     (a)  Acquisition Limit. Pursuant to the Plan, the Trust may be
invested in Employer Stock to the extent necessary to comply with
investment directions under Section 8.02 of the Plan. Notwithstanding the
foregoing, effective for Deferral Contributions made for Plan Years
beginning on or after January 1, 1999, the portion of a Participant's
Deferral Contributions that the Employer may require to be invested in
Employer Stock for a Plan Year cannot exceed one percent of such
Participant's Compensation for the Plan Year.

     (b)  Fiduciary Duty of Named Fiduciary. The Administrator or any
person designated by the Administrator as a named fiduciary under Section
19.01 (the "named fiduciary") shall continuously monitor the suitability
under the fiduciary duty rules of ERISA Section 404(a)(1) (as modified by
ERISA Section 404(a)(2)) of acquiring and holding Employer Stock. The
Trustee shall not be liable for any loss, or by reason of any breach, which
arises from the directions of the named fiduciary with respect to the
acquisition and holding of Employer Stock, unless it is clear on their face
that the actions to be taken under those directions would be prohibited by
the foregoing fiduciary duty rules or would be contrary to the terms of the
Plan or this Trust Agreement.

     (c)  Execution of Purchases and Sales. Purchases and sales of Employer
Stock shall be made on the open market on the date on which the Trustee
receives in good order all information and documentation necessary to
accurately effect such purchases and sales or (i) if later, in the case of
purchases, the date on which the Trustee has received a transfer of the
funds necessary to make such purchases, (ii) as otherwise provided in the
Service Agreement, or (iii) as provided in Subsection (d) below. Such
general rules shall not apply in the following circumstances:

          (1)  If the Trustee is unable to determine the number of shares
required to be purchased or sold on such day;

          (2)  If the Trustee is unable to purchase or sell the total
number of shares required to be purchased or sold on such day as a result
of market conditions; or

          (3)  If the Trustee is prohibited by the Securities and Exchange
Commission, the New York Stock Exchange, or any other regulatory body from
purchasing or selling any or all of the shares required to be purchased or
sold on such day.

     In the event of the occurrence of the circumstances described in (1),
(2), or (3) above, the Trustee shall purchase or sell such shares as soon
as possible thereafter and, in the case of a Share Accounting Stock Fund,
shall determine the price of such purchases or sales to be the average
purchase or sales price of all such shares purchased or sold, respectively.

     (d)  Purchases and Sales from or to Employer. If directed by the
Employer in writing prior to the trading date, the Trustee may purchase or
sell Employer Stock from or to the Employer if the purchase or sale is for
adequate consideration (within the meaning of ERISA Section 3(18)) and no
commission is charged. If Employer contributions or contributions made by
the Employer on behalf of the Participants under the Plan are to be
invested in Employer Stock, the Employer may transfer Employer Stock in
lieu of cash to the Trust. In such case, the shares of Employer Stock to be
transferred to the Trust will be valued at a price that constitutes
adequate consideration (within the meaning of ERISA Section 3(18)).

     (e)  Use of Broker to Purchase Employer Stock. The Employer hereby
directs the Trustee to use Fidelity Capital Markets, Inc., an affiliate of
the Trustee, or any other affiliate or subsidiary of the Trustee
(collectively, "Capital Markets"), to provide brokerage services in
connection with all market purchases and sales of Employer Stock for the
Stock Fund, except in circumstances where the Trustee has determined, in
accordance with its standard trading guidelines or pursuant to Employer
direction, to seek expedited settlement of trades.  The Trustee shall
provide the Employer with the commission schedule for such transactions, a
copy of Capital Markets' brokerage placement practices, and an annual
report which summarizes all securities transaction-related charges incurred
by the Plan. The following shall apply as well:

          (1)    Any successor organization of Capital Markets through
reorganization, consolidation, merger, or similar transactions, shall, upon
consummation of such transaction, become the successor broker in accordance
with the terms of this provision.

          (2)    The Trustee shall continue to rely on this Employer
direction until notified to the contrary. The Employer reserves the right
to terminate this authorization upon sixty (60) days written notice to
Capital Markets (or its successor) and the Trustee and the Employer and the
Trustee shall decide on a mutually-agreeable alternative procedure for
handling brokerage transactions on behalf of the Stock Fund.

     (f)  Securities Law Reports. The named fiduciary shall be responsible
for filing all reports required under Federal or state securities laws with
respect to the Trust's ownership of Employer Stock; including, without
limitation, any reports required under Section 13 or 16 of the Securities
Exchange Act of 1934 and shall immediately notify the Trustee in writing of
any requirement to stop purchases or sales of Employer Stock pending the
filing of any report. The Trustee shall provide to the named fiduciary such
information on the Trust's ownership of Employer Stock as the named
fiduciary may reasonably request in order to comply with Federal or state
securities laws.

     (g)  Voting and Tender Offers. Notwithstanding any other provision of
the Trust Agreement the provisions of this Subsection shall govern the
voting and tendering of Employer Stock. For purposes of this Subsection,
each Participant shall be designated as a named fiduciary under ERISA with
respect to shares of Employer Stock that reflect that portion, if any, of
the Participant's interest in the Stock Fund not acquired at the direction
of the Participant in accordance with ERISA Section 404(c).

     The Employer, after consultation with the Trustee, shall provide and
pay for all printing, mailing, tabulation and other costs associated with
the voting and tendering of Employer Stock, except as required by law. The
Trustee, after consultation with the Employer, shall prepare the necessary
documents associated with the voting and tendering of Employer Stock,
unless the Employer directs the Trustee not to do so.

     (1)  Voting.

          (A)  When the issuer of the Employer Stock prepares for any
annual or special meeting, the Employer shall notify the Trustee thirty
(30) days in advance of the intended record date and shall cause a copy of
all proxy solicitation materials to be sent to the Trustee. If requested by
the Trustee, the Employer shall certify to the Trustee that the
aforementioned materials represent the same information that is distributed
to shareholders of Employer Stock.  Based on these materials the Trustee
shall prepare a voting instruction form. At the time of mailing of notice
of each annual or special stockholders' meeting of the issuer of the
Employer Stock, the Employer shall cause a copy of the notice and all proxy
solicitation materials to be sent to each Participant with an interest in
Employer Stock held in the Trust, together with the foregoing voting
instruction form to be returned to the Trustee or its designee. The form
shall show the proportional interest in the number of full and fractional
shares of Employer Stock credited to the Participant's Sub-Accounts held in
the Stock Fund. The Employer shall provide the Trustee with a copy of any
materials provided to the Participants and shall (if the mailing is not
handled by the Trustee) notify the Trustee that the materials have been
mailed or otherwise sent to Participants.

          (B)  Each Participant with an interest in the Stock Fund shall
have the right to direct the Trustee as to the manner in which the Trustee
is to vote (including not to vote) that number of shares of Employer Stock
that is credited to his Account, if the Plan uses share accounting, or, if
accounting is by units of participation, that reflects such Participant's
proportional interest in the Stock Fund (both vested and unvested).
Directions from a Participant to the Trustee concerning the voting of
Employer Stock shall be communicated in writing, or by such other means
mutually acceptable to the Trustee and the Employer. These directions shall
be held in confidence by the Trustee and shall not be divulged to the
Employer, or any officer or employee thereof, or any other person, except
to the extent that the consequences of such directions are reflected in
reports regularly communicated to any such persons in the ordinary course
of the performance of the Trustee's services hereunder. Upon its receipt of
the directions, the Trustee shall vote the shares of Employer Stock that
reflect the Participant's interest in the Stock Fund as directed by the
Participant. The Trustee shall not vote shares of Employer Stock that
reflect a Participant's interest in the Stock Fund for which the Trustee
has received no direction from the Participant, except as required by law.

     (2)  Tender Offers.

          (A)    Upon commencement of a tender offer for any securities
held in the Trust that are Employer Stock, the Employer shall timely notify
the Trustee in advance of the intended tender date and shall cause a copy
of all materials to be sent to the Trustee.  The Employer shall certify to
the Trustee that the aforementioned materials represent the same
information distributed to shareholders of Employer Stock. Based on these
materials, and after consultation with the Employer, the Trustee shall
prepare a tender instruction form and shall provide a copy of all tender
materials to be sent to each Participant with an interest in the Stock
Fund, together with the foregoing tender instruction form, to be returned
to the Trustee or its designee. The tender instruction form shall show the
number of full and fractional shares of Employer Stock credited to the
Participant's Account, if the Plan uses share accounting, or, if accounting
is by units of participation, that reflect the Participant's proportional
interest in the Stock Fund (both vested and unvested). The Employer shall
notify each Participant with an interest in such Employer Stock of the
tender offer and utilize its best efforts to timely distribute or cause to
be distributed to the Participant the tender materials and the tender
instruction form described herein. The Employer shall provide the Trustee
with a copy of any materials provided to the Participants and shall (if the
mailing is not handled by the Trustee) notify the Trustee that the
materials have been mailed or otherwise sent to Participants.

          (B)    Each Participant with an interest in the Stock Fund shall
have the right to direct the Trustee to tender or not to tender some or all
of the shares of Employer Stock that are credited to his Account, if the
Plan uses share accounting, or, if accounting is by units of participation,
that reflect such Participant's proportional interest in the Stock Fund
(both vested and unvested).  Directions from a Participant to the Trustee
concerning the tender of Employer Stock shall be communicated in writing,
or by such other means as is agreed upon by the Trustee and the Employer
under the preceding paragraph.  These directions shall be held in
confidence by the Trustee and shall not be divulged to the Employer, or any
officer or employee thereof, or any other person, except to the extent that
the consequences of such directions are reflected in reports regularly
communicated to any such persons in the ordinary course of the performance
of the Trustee's services hereunder.  The Trustee shall tender or not
tender shares of Employer Stock as directed by the Participant. Except as
otherwise required by law, the Trustee shall not tender shares of Employer
Stock that are credited to a Participant's Account, if the Plan uses share
accounting, or, if accounting is by units of participation, that reflect a
Participant's proportional interest in the Stock Fund for which the Trustee
has received no direction from the Participant.

          (C)  A Participant who has directed the Trustee to tender some or
all of the shares of Employer Stock that reflect the Participant's
proportional interest in the Stock Fund may, at any time prior to the
tender offer withdrawal date, direct the Trustee to withdraw some or all of
such tendered shares, and the Trustee shall withdraw the directed number of
shares from the tender offer prior to the tender offer withdrawal deadline.
A Participant shall not be limited as to the number of directions to tender
or withdraw that the Participant may give to the Trustee.

          (D)  A direction by a Participant to the Trustee to tender shares
of Employer Stock that reflect the Participant's proportional interest in
the Stock Fund shall not be considered a written election under the Plan by
the Participant to withdraw, or have distributed, any or all of his
withdrawable shares. If the Plan uses share accounting, the Trustee shall
credit to the Participant's Account the proceeds received by the Trustee in
exchange for the shares of Employer Stock tendered from the Participant's
Account. If accounting is by units of participation, the Trustee shall
credit to each proportional interest of the Participant from which the
tendered shares were taken the proceeds received by the Trustee in exchange
for the shares of Employer Stock tendered from that interest. Pending
receipt of direction (through the Administrator) from the Participant or
the named fiduciary, as provided in the Plan, as to which of the remaining
Permissible Investments the proceeds should be invested in, the Trustee
shall invest the proceeds in the Permissible Investment specified for such
purposes in the Service Agreement or, if no such Permissible Investment has
been specified, the most conservative Permissible Investment designated by
the Employer in the Service Agreement.

     (h)  Shares Credited. If accounting with respect to the Stock Fund is
by units of participation, then for all purposes of this Section 20.12, the
number of shares of Employer Stock deemed "reflected" in a Participant's
proportional interest shall be determined as of the last preceding
valuation date. The trade date is the date the transaction is valued.

     (i)  General. With respect to all rights other than the right to vote,
the right to tender, and the right to withdraw shares previously tendered,
in the case of Employer Stock credited to a Participant's Account or
proportional interest in the Stock Fund, the Trustee shall follow the
directions of the Participant and if no such directions are received, the
directions of the named fiduciary. The Trustee shall have no duty to
solicit directions from Participants.

     (j)  Conversion. All provisions in this Section 20.12 shall also apply
to any securities received as a result of a conversion to Employer Stock.

20.13. Voting; Delivery of Information.  The Trustee shall deliver, or
cause to be executed and delivered, to the Employer or Administrator all
notices, prospectuses, financial statements, proxies and proxy soliciting
materials received by the Trustee relating to securities held by the Trust
or, if applicable, deliver these materials to the appropriate Participant
or the Beneficiary of a deceased Participant. The Trustee shall not vote
any securities held by the Trust except in accordance with the instructions
of the Employer, Participant, or the Beneficiary of the Participant if the
Participant is deceased; provided, however, that the Trustee may, in the
absence of instructions, vote "present" for the sole purpose of allowing
such shares to be counted for establishment of a quorum at a shareholders'
meeting. The Trustee shall have no duty to solicit instructions from
Participants, Beneficiaries, or the Employer.

20.14. Compensation and Expenses of Trustee.  The Trustee's fee for
performing its duties hereunder shall be such reasonable amounts as the
Trustee may from time to time specify in the Service Agreement or any other
written agreement with the Employer. Such fee, any taxes of any kind which
may be levied or assessed upon or with respect to the Trust Fund, and any
and all expenses, including without limitation legal fees and expenses of
administrative and judicial proceedings, reasonably incurred by the Trustee
in connection with its duties and responsibilities hereunder shall, unless
some or all have been paid by said Employer, be paid either from
forfeitures resulting under Section 11.08, or from the remaining Trust Fund
and shall, unless allocable to the Accounts of particular Participants, be
charged against the respective Accounts of all Participants, in such
reasonable manner as the Trustee may determine.

20.15. Reliance by Trustee on Other Persons.  The Trustee may rely upon and
act upon any writing from any person authorized by the Employer or the
Administrator pursuant to the Service Agreement or any other written
direction to give instructions concerning the Plan and may conclusively
rely upon and be protected in acting upon any written order from the
Employer or the Administrator or upon any other notice, request, consent,
certificate, or other instructions or paper reasonably believed by it to
have been executed by a duly authorized person, so long as it acts in good
faith in taking or omitting to take any such action. The Trustee need not
inquire as to the basis in fact of any statement in writing received from
the Employer or the Administrator.

     The Trustee shall be entitled to rely on the latest certificate it has
received from the Employer or the Administrator as to any person or persons
authorized to act for the Employer or the Administrator hereunder and to
sign on behalf of the Employer or the Administrator any directions or
instructions, until it receives from the Employer or the Administrator
written notice that such authority has been revoked.

     Notwithstanding any provision contained herein, the Trustee shall be
under no duty to take any action with respect to any Participant's Account
(other than as specified herein) unless and until the Employer or the
Administrator furnishes the Trustee with written instructions on a form
acceptable to the Trustee, and the Trustee agrees thereto in writing. The
Trustee shall not be liable for any action taken pursuant to the Employer's
or the Administrator's written instructions (nor for the collection of
contributions under the Plan, nor the purpose or propriety of any
distribution made thereunder).

20.16. Indemnification by Employer.  The Employer shall indemnify and save
harmless the Trustee, and all affiliates, employees, agents and sub-
contractors of the Trustee, from and against any and all liability or
expense (including reasonable attorneys' fees) to which the Trustee, or
such other individuals or entities, may be subjected by reason of any act
or conduct being taken in the performance of any Plan-related duties,
including those described in this Trust Agreement and the Service
Agreement, unless such liability or expense results from the Trustee's, or
such other individuals' or entities', negligence or willful misconduct.

20.17. Consultation by Trustee with Counsel.  The Trustee may consult with
legal counsel (who may be but need not be counsel for the Employer or the
Administrator) concerning any question which may arise with respect to its
rights and duties under the Plan and Trust, and the opinion of such counsel
shall, to the extent permitted by law, be full and complete protection in
respect of any action taken or omitted by the Trustee hereunder in good
faith and in accordance with the opinion of such counsel.

20.18. Persons Dealing with the Trustee.  No person dealing with the
Trustee shall be bound to see to the application of any money or property
paid or delivered to the Trustee or to inquire into the validity or
propriety of any transactions.

20.19. Resignation or Removal of Trustee.  The Trustee may resign at any
time by written notice to the Employer, which resignation shall be
effective 60 days after delivery to the Employer. The Trustee may be
removed by the Employer by written notice to the Trustee, which removal
shall be effective 60 days after delivery to the Trustee or such shorter
period as may be mutually agreed upon by the Employer and the Trustee.

     Except in the case of Plan termination, upon resignation or removal of
the Trustee, the Employer shall appoint a successor trustee. Any such
successor trustee shall, upon written acceptance of his appointment, become
vested with the estate, rights, powers, discretion, duties and obligations
of the Trustee hereunder as if he had been originally named as Trustee in
this Agreement.

     Upon resignation or removal of the Trustee, the Employer shall no
longer participate in this prototype plan and shall be deemed to have
adopted an individually designed plan. In such event, the Employer shall
appoint a successor trustee within said 60-day period and the Trustee shall
transfer the assets of the Trust to the successor trustee upon receipt of
sufficient evidence (such as a determination letter or opinion letter from
the Internal Revenue Service or an opinion of counsel satisfactory to the
Trustee) that such trust shall be a qualified trust under the Code.

     The appointment of a successor trustee shall be accomplished by
delivery to the Trustee of written notice that the Employer has appointed
such successor trustee, and written acceptance of such appointment by the
successor trustee. The Trustee may, upon transfer and delivery of the Trust
Fund to a successor trustee, reserve such reasonable amount as it shall
deem necessary to provide for its fees, compensation, costs and expenses,
or for the payment of any other liabilities chargeable against the Trust
Fund for which it may be liable. The Trustee shall not be liable for the
acts or omissions of any successor trustee.

20.20. Fiscal Year of the Trust.  The fiscal year of the Trust shall
coincide with the Plan Year.

20.21. Discharge of Duties by Fiduciaries.  The Trustee and the Employer
and any other fiduciary shall discharge their duties under the Plan and
this Trust Agreement solely in the interests of Participants and their
Beneficiaries in accordance with the requirements of ERISA.

20.22. Amendment.  In accordance with provisions of the Plan, and subject
to the limitations set forth therein, this Trust Agreement may be amended
by an instrument in writing signed by the Employer and the Trustee. No
amendment to this Trust Agreement shall divert any part of the Trust Fund
to any purpose other than as provided in Section 20.03.

20.23. Plan Termination.  Upon termination or partial termination of the
Plan or complete discontinuance of contributions thereunder, the Trustee
shall make distributions to the Participants or other persons entitled to
distributions as the Employer or Administrator directs in accordance with
the provisions of the Plan. In the absence of such instructions and unless
the Plan otherwise provides, the Trustee shall notify the Employer or
Administrator of such situation and the Trustee shall be under no duty to
make any distributions under the Plan until it receives written
instructions from the Employer or Administrator. Upon the completion of
such distributions, the Trust shall terminate, the Trustee shall be
relieved from all liability under the Trust, and no Participant or other
person shall have any claims thereunder, except as required by applicable
law.

20.24. Permitted Reversion of Funds to Employer.  If it is determined by
the Internal Revenue Service that the Plan does not initially qualify under
Code Section 401, all assets then held under the Plan shall be returned by
the Trustee, as directed by the Administrator, to the Employer, but only if
the application for determination is made by the time prescribed by law for
filing the Employer's return for the taxable year in which the Plan was
adopted or such later date as may be prescribed by regulations. Such
distribution shall be made within one year after the date the initial
qualification is denied. Upon such distribution the Plan shall be
considered to be rescinded and to be of no force or effect.

     Contributions under the Plan are conditioned upon their deductibility
under Code Section 404. In the event the deduction of a contribution made
by the Employer is disallowed under Code Section 404, such contribution (to
the extent disallowed) must be returned to the Employer within one year of
the disallowance of the deduction.

     Any contribution made by the Employer because of a mistake of fact
must be returned to the Employer within one year of the contribution.

20.25. Governing Law.  This Trust Agreement shall be construed,
administered and enforced according to ERISA and, to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts.

     Nothing contained in Sections 20.04, 20.13 or 20.21 or this Section
20.25 shall be construed in a manner which subjects a governmental plan (as
defined in Code Section 414(d)) or a non-electing church plan (as described
in Code Section 410(d)) to the fiduciary provisions of Title I of ERISA.



<PAGE>
                               ADDENDUM

IRS Model Amendment for Proposed Regulations Under Section 401(a)(9) of the
Internal Revenue Code


Distributions for Calendar Years Beginning on or After 2002. With respect
to distributions under the Plan for calendar years beginning on or after
January 1, 2002, the Plan will apply the minimum distribution requirements
of section 401(a)(9) of the Internal Revenue Code in accordance with the
regulations under section 401(a)(9) that were proposed on January 17, 2001,
notwithstanding any provision of the Plan to the contrary.  This amendment
shall continue in effect until the end of the last calendar year beginning
before the effective date of final regulations under section 401(a)(9) or
such other date as may be specified in guidance
published by the Internal Revenue Service.



<PAGE>
                    The CORPORATEplan for RetirementSM
                                 ADDENDUM
      Re: Economic Growth and Tax Relief Reconciliation Act of 2001
                                ("EGTRRA")
            Amendments for Fidelity Basic Plan Document No. 02


PREAMBLE

Adoption and Effective Date of Amendment.  This amendment of the Plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good
faith compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder.  Except as otherwise
provided below, this amendment shall be effective as of the first day of
the first plan year beginning after December 31, 2001.

Supersession of Inconsistent Provisions.  This amendment shall supersede
the provisions of the Plan to the extent those provisions are inconsistent
with the provisions of this amendment.

1.  Section 2.01(j), "Compensation," is hereby amended by adding the
following paragraph to the end thereof:

Notwithstanding anything herein to the contrary, the annual Compensation of
each Participant taken into account in determining allocations for any Plan
Year beginning after December 31, 2001, shall not exceed $200,000, as
adjusted for cost-of-living increases in accordance with Code Section
401(a)(17)(B). Annual Compensation means Compensation during the Plan Year
or such other consecutive 12-month period over which Compensation is
otherwise determined under the Plan (the determination period). The cost-
of-living adjustment in effect for a calendar year applies to annual
Compensation for the determination period that begins with or within such
calendar year.

2.  Section 2.01(l), "Deferral Contribution," is hereby amended by
replacing the period with a semicolon and adding the following to the end
thereof:

provided, however, that the term 'Deferral Contribution' shall exclude all
catch-up contributions as described in Section 5.03(b)(1) for purposes of
Matching Employer Contributions as described in Section 1.10 of the
Adoption Agreement, unless otherwise elected by the Employer in Section (c)
of the EGTRRA Amendments Addendum to the Adoption Agreement.

3.  Section 2.01(tt) "Rollover Contribution" is hereby amended as follows:

'Rollover Contribution' means any distribution from an eligible retirement
plan as defined in Section 5.06 that an Employee elects to contribute to
the Plan in accordance with the terms of such Section 5.06.

4.  The existing text of Section 5.03 is hereby redesignated as Section
5.03(a), and a new Section 5.03(b) is hereby added to read as follows

(b)	Catch-up Contributions.

      (1)  If elected by the Employer in Section (a) of the EGTRRA
Amendments Addendum to the Adoption Agreement, all Participants who are
eligible to make Deferral Contributions under the Plan and who are
projected to attain age 50 before the close of the calendar year shall be
eligible to make catch-up contributions in accordance with, and subject to
the limitations of, Code Section 414(v). Such catch-up contributions shall
not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Code Sections 402(g) and 415. The
Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Code Section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416, as applicable, by reason of the making of such
catch-up contributions.

     (2)  Unless otherwise elected by the Employer in Section (b) of the
EGTRRA Amendments Addendum to the Adoption Agreement, if the Plan permits
catch-up contributions, as described in paragraph (1) above on April 1,
2002,  then, notwithstanding anything herein to the contrary, effective
April 1, 2002, the limit on Deferral Contributions, as otherwise provided
in Section 1.07(a)(1) (the "Plan Limit") shall be 60% of Compensation for
the payroll period in question, provided, however, that this Section
5.03(b)(2) shall be inapplicable if the Plan's Section 1.01(g)(2)(B)
Amendment Effective Date is after April 1, 2002.

     (3)  In the event that the Plan Limit is changed during the Plan Year,
for purposes of determining catch-up contributions for the Plan Year, as
described in paragraph (1) above, the Plan Limit shall be determined
pursuant to the time-weighted average method described in Proposed Income
Tax Regulation Section 1.414(v)-1(b)(2)(i).

5.  Section 5.06 is hereby amended to add the following paragraph to the
end thereof:

Unless otherwise elected by the Employer in Section (e) of the EGTRRA
Amendments Addendum to the Adoption Agreement, the Plan will accept
Participant Rollover Contributions and/or direct rollovers of distributions
made after December 31, 2001 (including Rollover Contributions received by
the Participant as a surviving spouse, or a spouse or former spouse who is
an alternate payee under a qualified domestic relations order), from the
following types of plans:

     (a)  a qualified plan described in Code Section 401(a) or 403(a),
including after-tax employee contributions (provided, however, that any
such after-tax employee contributions must be contributed in a direct
rollover);

     (b)  an annuity contract described in Code Section 403(b), excluding
after-tax employee contributions;

     (c)  an eligible plan under Code Section 457(b) that is maintained by
a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state; and

     (d)  Participant Rollover Contributions of the portion of a
distribution from an individual retirement account or annuity described in
Code Section 408(a) or 408(b) that is eligible to be rolled over and would
otherwise be includible in gross income, provided, however, that the Plan
will in no event accept a rollover contribution consisting of nondeductible
individual retirement account or annuity contributions.

6.  The first paragraph of Section 6.02 is hereby amended by replacing the
first sentence thereof with the following:

In no event shall the amount of Deferral Contributions made under the Plan
for a calendar year, when aggregated with the 'elective deferrals' made
under any other plan maintained by the Employer or a Related Employer,
exceed the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such calendar year, except to the extent permitted under
Section 5.03(b)(1)  and Code Section 414(v), if applicable.

7.  Section 6.08 is hereby amended by adding the following sentence to the
end thereof:

Notwithstanding anything herein to the contrary, the multiple use test
described in Treasury Regulation Section 1.401(m)-2 and this Section 6.08
shall not apply for Plan Years beginning after December 31, 2001.

8.  Section 6.12 is hereby amended by adding a new subsection 6.12(e)
thereto as follows:

     (e)  Maximum Annual Additions for Limitation Years Beginning After
December 31, 2001.   Notwithstanding anything herein to the contrary, this
subsection (e) shall be effective for Limitation Years beginning after
December 31, 2001. Except to the extent permitted under Section 5.03(b)(1)
and Code Section 414(v), if applicable, the 'annual additions' that may be
contributed or allocated to a Participant's Account under the Plan for any
Limitation Year shall not exceed the lesser of:

          (1)  $40,000, as adjusted for increases in the cost-of-living
under Code Section 415(d), or

          (2)  100 percent of the Participant's compensation, within the
meaning of Code Section 415(c)(3), for the Limitation Year.

The compensation limit referred to in (2) shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Code Section 401(h) or 419A(f)(2)) that is otherwise treated as
an 'annual addition'.

9.  Section 9.04 is hereby amended by replacing the final period in the
first paragraph with a semi-colon and adding the following to the end
thereof:

provided, however, that notwithstanding anything herein to the contrary,
effective for Plan loans made after December 31, 2001, Plan provisions
prohibiting loans to any 'owner-employee' or 'shareholder-employee' shall
cease to apply.

10.  Section 10.05(b)(2) is hereby amended by replacing the semicolon with
a period and adding the following to the end thereof:

Notwithstanding anything herein to the contrary, the rule in this Section
10.05(b)(2) shall be applied to a Participant who receives a distribution
after December 31, 2001, on account of hardship, by substituting the phrase
'the 6-month period' for the phrase 'the 12-month period'.

11.  Section 10.05(b)(4) is hereby amended by adding the following phrase
to the beginning thereof:

Effective for calendar years beginning before January 1, 2002, for a
Participant who received a hardship distribution before January 1, 2001,

12.  The existing text of Section 11.05 is hereby redesignated as Section
11.05(a), and a new Section 11.05(b) is hereby added to read as follows:

     (b) Vesting of Matching Employer Contributions.  Notwithstanding
anything herein to the contrary, the vesting schedule elected by the
Employer in Section (d)(1) of the EGTRRA Amendments Addendum to the
Adoption Agreement shall apply to all accrued benefits derived from
Matching Employer Contributions for Participants who complete an Hour of
Service in a Plan Year beginning after December 31, 2001, except as
otherwise elected by the Employer in Section (d)(2) or Section (d)(3) of
the EGTRRA Amendments Addendum to the Adoption Agreement. With respect to
Participants covered by a collective bargaining agreement, the vesting
schedule elected in Section (d)(1) of the EGTRRA Amendments Addendum to the
Adoption Agreement shall take effect on a later date if so elected in
Section (d)(2). If so elected in Section (d)(3) of the EGTRRA Amendments
Addendum to the Adoption Agreement, the vesting schedule elected in Section
(d)(1) shall apply only to the accrued benefits derived from Matching
Employer Contributions made with respect to Plan Years beginning after
December 31, 2001 (or such later date as may be provided in Section (d)(2)
for Participants covered by a collective bargaining agreement).

13.  The existing text of Section 12.01 is hereby redesignated as Section
12.01(a), current subsections (a), (b), and (c) thereof are redesignated as
paragraphs (1), (2), and (3), respectively, and the first sentence thereof
is replaced with the following:

Subject to the application of Section 12.01(b), a Participant or his
Beneficiary may not receive a distribution from his Deferral Contributions,
Qualified Nonelective Employer Contributions, Qualified Matching Employer
Contributions, safe harbor Matching Employer Contributions or safe harbor
Nonelective Employer Contributions Accounts earlier than upon the
Participant's separation from service with the Employer and all Related
Employers, death, or disability, except as otherwise provided in Article 10
or Section 12.04.

14.  Section 12.01 is hereby amended by adding a new subsection (b) to the
end thereof:

(b)  If elected by the Employer in Section (f) of the EGTRRA Amendments
Addendum to the Adoption Agreement, notwithstanding subsection (a) of this
Section 12.01, a Participant, or his Beneficiary, may receive a
distribution after December 31, 2001 (or such later date as specified
therein), from his Deferral Contributions, Qualified Nonelective Employer
Contributions, Qualified Matching Employer Contributions, safe harbor
Matching Employer Contributions or safe harbor Nonelective Employer
Contributions Accounts on account of the Participant's severance from
employment occurring after the dates specified in Section (f) of the EGTRRA
Amendments Addendum to the Adoption Agreement.

15.  Section 13.04 is hereby amended by adding the following paragraph to
the end thereof:

Notwithstanding anything herein to the contrary, the following provisions
shall apply to distributions made after December 31, 2001:

(i)  Modification of definition of eligible retirement plan.  For purposes
of this Section 13.04, an 'eligible retirement plan' shall also mean an
annuity contract described in Code Section 403(b) and an eligible deferred
compensation plan under Code Section 457(b) that is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state and which agrees to separately
account for amounts transferred into such plan from this Plan. The
definition of 'eligible retirement plan' shall also apply in the case of a
distribution to a surviving spouse, or to a spouse or former spouse who is
the alternate payee under a qualified domestic relations order, as defined
in Code Section 414(p).

(ii)  Modification of definition of eligible rollover distribution to
exclude hardship distributions.  For purposes of this Section 13.04, any
amount that is distributed on account of hardship shall not be an 'eligible
rollover distribution' and the 'distributee' may not elect to have any
portion of such a distribution paid directly to an 'eligible retirement
plan.'

(iii)  Modification of definition of eligible rollover distribution to
include after-tax Employee Contributions.  For purposes of this Section
13.04, a portion of a distribution shall not fail to be an "eligible
rollover distribution" merely because the portion consists of after-tax
Employee Contributions which are not includible in gross income. However,
such portion may be transferred only to an individual retirement account or
annuity described in Code Section 408(a) or (b), or to a qualified defined
contribution plan described in Code Section 401(a) or 403(a) that agrees to
separately account for amounts so transferred, including separately
accounting for the portion of such distribution which is includible in
gross income and the portion of such distribution which is not so
includible.

16.  Article 15 is hereby amended by adding a new Section 15.08 at the end
thereof as follows:

15.08.    Modification of Top-Heavy Provisions.  Notwithstanding anything
herein to the contrary, this Section 15.08 shall apply for purposes of
determining whether the Plan is a top-heavy plan under Code Section 416(g)
for Plan Years beginning after December 31, 2001, and whether the Plan
satisfies the minimum benefits requirements of Code Section 416(c) for such
years.  This Section modifies the rules in this Article 15 of the Plan for
Plan Years beginning after
December 31, 2001.

(a) Determination of top-heavy status.

     (1)     Key employee. Key employee means any Employee or former
Employee (including any deceased Employee) who at any time during the Plan
Year that includes the determination date was an officer of the Employer
having annual compensation greater than $130,000 (as adjusted under Code
Section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5-
percent owner of the Employer, or a 1-percent owner of the Employer having
annual compensation of more than $150,000. For this purpose, annual
compensation means compensation within the meaning of Code Section
415(c)(3). The determination of who is a key employee will be made in
accordance with Code Section 416(i)(1) and the applicable regulations and
other guidance of general applicability issued thereunder.

     (2)     Determination of present values and amounts. This Section
15.08(a)(2) shall apply for purposes of determining the present values of
accrued benefits and the amounts of account balances of Employees as of the
determination date.

             (A) Distributions during year ending on the determination
date. The present values of accrued benefits and the amounts of account
balances of an Employee as of the determination date shall be increased by
the distributions made with respect to the Employee under the Plan and any
plan aggregated with the Plan under Code Section 416(g)(2) during the 1-
year period ending on the determination date. The preceding sentence shall
also apply to distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan under Code Section
416(g)(2)(A)(i). In the case of a distribution made for a reason other than
separation from service, death, or disability, this provision shall be
applied by substituting the phrase "5-year period" for the phrase "1-year
period."

             (B)     Employees not performing services during year ending
on the determination date. The accrued benefits and accounts of any
individual who has not performed services for the Employer during the 1-
year period ending on the determination date shall not be taken into
account.

(b)  Minimum benefits.

     (1)  Matching contributions.  Matching Employer Contributions shall be
taken into account for purposes of satisfying the minimum contribution
requirements of Code Section 416(c)(2) and the Plan.  The preceding
sentence shall apply with respect to Matching Employer Contributions under
the Plan or, if the Plan provides that the minimum contribution requirement
shall be met in another plan, such other plan.  Matching Employer
Contributions that are used to satisfy the minimum contribution
requirements shall be treated as matching contributions for purposes of the
actual contribution percentage test and other requirements of Code Section
401(m).

     (2)  Contributions under other plans.  The Employer may provide in the
Adoption Agreement that the minimum benefit requirement shall be met in
another plan (including another plan that consists solely of a cash or
deferred arrangement which meets the requirements of Code Section
401(k)(12) and matching contributions with respect to which the
requirements of Code Section 401(m)(11) are met).


(c)  Other Modifications.  The top-heavy requirements of Code Section 416
and this Article 15 shall not apply in any year beginning after December
31, 2001, in which the Plan consists solely of a cash or deferred
arrangement which meets the requirements of Code Section 401(k)(12) and
Matching Employer Contributions with respect to which the requirements of
Code Section 401(m)(11) are met.